TCR_Public/040204.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 4, 2004, Vol. 8, No. 24

                          Headlines

AAR CORP: Fitch Assigns BB- Rating to $75-Mil. Convertible Notes
AES TIETE: Fitch Ups Default-Level Rating on $300M Certs. to B-
AIR CANADA: Asks Canadian Court to Amend Claims Procedure Order
AIRGATE PCS: Expects Q1 2004 Results to Enter Positive Zone
AMERCO: All Creditor Classes Approve Plan of Reorganization

AMERICAN AIRLINES: Report 3.8% Increase in Traffic for January
AMERICAN LAWYER: Wants to Amend Indenture Governing 12.25% Notes
ARMSTRONG: Wants More Time to Move Pending Actions to Del. Court
ATLAS AIR WORLDWIDE: Voluntary Chapter 11 Case Summary
ATLAS COLD STORAGE: Exploring Strategic Refinancing Alternatives

AURORA FOODS: Court Okays Potter Anderson as Committee's Counsel
AURORA FOODS: Plan Confirmation Hearing Set for Feb. 17, 2004
AVAYA INC: CommScope Acquires Connectivity Solutions Business
BETHLEHEM STEEL: Settles Claims Dispute with St. Paul and ORI
BOMBARDIER CAPITAL: Fitch Takes Rating Actions on Various Notes

CALL-NET ENTERPRISES: Will Publish 2003 Annual Results on Feb. 25
CITIGROUP MORTGAGE: Fitch Rates Cl. B-4 & B-5 Notes at Low-B Level
COGENTRIX ENERGY: S&P Assigns BB+ Rating to Credit Facilities
COMMAND POST: Directors Bradlow, Collier and Nobrega Step Down
COMMUNITY HEALTH: Signs-Up Moore Landrey as Bankruptcy Counsel

CONTINENTAL AIRLINES: January 2004 Traffic Climbs 8.5%
DAYTON SUPERIOR: Completes $80 Million Sr. Secured Credit Facility
DELTA AIR LINES: Offering of $325 Million Convertible Senior Notes
DEUTSCHE FIN'L: Fitch Rates Classes B-1 & M at Junk & Low-B Levels
DII INDUSTRIES: Asks Court to OK Proposed Solicitation Protocol

ENCOMPASS SERVICES: Federal Has Until Feb. 13 to Amend Claim
ENRON CORP: Asks Court to Disallow 83 Claims Totaling $2 Billion
ENRON CORP: Creditors Committee Sues McMahon to Recoup $1.4 Mil.
EXIDE TECHNOLOGIES: Court Extends Removal Period Until March 31
FACTORY 2-U: Receives Final Nod for $45 Million DIP Financing

FMC CORP: Fourth-Quarter 2003 Results Show Weaker Performance
FOOD SERVICE CONCEPTS: Voluntary Chapter 11 Case Summary
G+G RETAIL INC: S&P Further Junks Debt Ratings at CC from CCC
GADZOOKS INC: Files for Bankruptcy Protection in N.D. of Texas
GADZOOKS INC: Case Summary & 20 Largest Unsecured Creditors

GARDEN RIDGE: Files for Chapter 11 Reorganization in Delaware
GARDEN RIDGE CORP: Case Summary & 20 Largest Unsecured Creditors
GCI INC: S&P Rates $200 Million Senior Notes Due 2014 at B+
GEAC COMPUTER: Granted Okay to List on NASDAQ National Market
GENCORP: Unit's Problems Prompts S&P to Cut Credit Rating to BB-

GEO SPECIALTY: Misses 10-1/8% Bond Interest Payment Due February 2
GEORGIA-PACIFIC: Board Declares Regular Quarterly Dividend
GERDAU AMERISTEEL: S&P Lowers Rating over Poor Fin'l Performance
HEALTH CARE REIT: Fourth-Quarter Results Show Slight Improvement
HEALTHSOUTH: Elects Steven Berrard & Edward Blechschmidt to Board

INDYMAC MH: Fitch Takes Rating Action on Three Transactions
IT GROUP: Committee Hires Cross & Simon as Special Counsel
KMART CORP: Trade Creditors Sell Claims Exceeding $12 Million
LAND O'LAKES: Reports Slight Decline in Year-End 2003 Results
LMIC INC: Raises $5 Million from 3.3 Million-Share Offering

MAGELLAN HEALTH: Agrees to Cap Steadfast Insurance Claim at $2MM
MIRANT CORP: Asks Court to Approve El Paso Settlement Agreement
NAT'L CENTURY: Asks Court to Disallow 47 CSFB Noteholder Claim
NAT'L NEPHROLOGY: S&P Places Low-B Level Ratings on Watch Positive
NATIONAL STEEL: Wants Clearance for Old Republic Settlement Deal

NAVISTAR: Fitch Affirms Low-B Sr. Unsecured and Sub. Debt Ratings
NORTH ATLANTIC: S&P Takes Rating Actions on New Debt Issues
NRG ENERGY: Resolves Brazos Valley Credit Facility Dispute
OLD UGC: UST Appoints Five-Member Official Creditors' Committee
OZARK AIR LINES: Gable & Gotwals Serving as Bankruptcy Counsel

OZARK AIR LINES: List of 20 Largest Unsecured Creditors
PACIFIC GAS: Trading Under PG&E Employee Benefits Plan Suspended
PARMALAT GROUP: Minister of Industry Approves EUR150MM Financing
PG&E NAT'L: Court Approves ET Debtors' Constellation Letter Pact
PICCADILLY CAFETERIAS: Competing Bids for Asset Sale Due Friday

PINNACLE ENTERTAINMENT: Closes 11.5 Million-Share Public Offering
PLAYBOY ENTERPRISES: Q4 & FY 2003 Conference Call Set for Feb. 11
PLAYTEX PRODUCTS: S&P Affirms & Removes Ratings from CreditWatch
POPE & TALBOT: Will Pay First-Quarter Dividend on February 27
ROUGE INDUSTRIES: Cleveland-Cliffs Assumes SeverStal Sale Contract

RURAL/METRO: Renews Contract with Bismarck Municipal Airport
SBA COMMS: Unit Arranges $400 Million Sr. Secured Credit Facility
SOLECTRON CORP: Completes Divestiture of Dy 4 Systems Business
SPHERION CORP: Red Ink Continues to Flow in Q4 and Full-Year 2003
SPIEGEL GROUP: Asks Court to Restrict Trading to Preserve NOLs

STAR ACQUISITION: UST Appoints Official Creditors' Committee
STELCO: Unions to Work for Made-In-Canada Solutions to Insolvency
TENNECO AUTOMOTIVE: Inks Long-Term Supply Agreement with Pep Boys
TIME WARNER TELECOM: 4th-Quarter Net Loss Narrows to $21 Million
TIME WARNER TELECOM: Offering $800 Million F-R and Senior Notes

TOOHOME INC: Case Summary & 20 Largest Unsecured Creditors
TOWER AUTOMOTIVE: S&P Cuts Ratings over Weak Operating Performance
TRIMAR INC: Voluntary Chapter 11 Case Summary
UNITED AGRI: Q3 Results Show Continued Progress to Profitability
UNITED AIRLINES: Court Approves $2BB JPMC-Citigroup Exit Facility

UNITED AIRLINES: Flight Attendants Say United Cheated its Retirees
UNITED RENTALS: Receives Noteholders' Consent to Amend Indenture
US STEEL: $600 Million Shelf Gets S&P's Prelim. Ratings of BB-/B
USG CORPORATION: Judge Wolin Denies Recusal Motions & Requests
USG CORP: Fourth-Quarter & FY 2003 Results Reflect Solid Growth

VILLA LUISA LLC: Case Summary & 12 Largest Unsecured Creditors
WATERLINK INC: Calgon Carbon Pitches Best Bid for Certain Assets
WESTAFF INC: Delays Filing of Annual Report on SEC Form 10-K
WICKES: Seeks OK to Sign-Up Piper Rudnick as Bankruptcy Counsel
WORKFLOW MANAGEMENT: Enters Sale Pact with Perseus and Renaissance

WORLD AIRWAYS: Inks $19 Million Contract Extension with Menlo
WRC MEDIA: S&P Assigns B+ Rating to $114MM Proposed Bank Loans

* Upcoming Meetings, Conferences and Seminars

                          *********

AAR CORP: Fitch Assigns BB- Rating to $75-Mil. Convertible Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-' to the $75 million in
senior unsecured convertible notes issued by AAR Corp. The notes
carry a coupon rate of 2.875% and mature in 2024. The Rating
Outlook for AAR is Negative.

The assigned rating reflects the relatively high leverage and weak
operating cash flow generation capacity of AAR as it adapts to
changes that have occurred over the last three years in demand for
aviation-related services. Following a period of very weak
operating results in the company's 2002 and 2003 fiscal years
(ending May 31), AAR has begun to deliver significant improvement
in cash flow from operations over the last six months. This
improvement reflects not only strengthening air travel demand
patterns and stronger sales of inventory and logistics services to
airlines, but also improved sales to U.S. and foreign government
customers. Government sales of parts and manufactured products
(including containers, pallets and other systems to support the
U.S. military) grew by 31% year-over-year in AAR's fiscal second
quarter that ended on November 30. Sales to government customers
made up approximately 36% of total sales in the November quarter.

A better demand outlook for the remainder of fiscal 2004 should
support significant improvements in cash flow from operations--$34
million generated in the first six months of the fiscal year
(largely driven by inventory reduction and other working capital
changes), compared to $9 million in the year-earlier period).
Given AAR's modest capital spending requirements and its focus on
building liquidity, this should allow the company to deliver
positive free cash flow for fiscal year 2004. Still, AAR remains
exposed to the risk of demand shocks linked to capacity changes in
the airline industry and the parking of older aircraft fleet types
that AAR continues to support.

The issuance of the convertible notes will have a positive impact
on AAR's near-term financial flexibility, allowing it to bolster
its cash balance somewhat while paying down its accounts
receivable facility ($35 million outstanding at November 30) and
balances on its $26 million secured credit facility ($4 million
drawn as of November 30). Following the retirement of $23 million
in senior notes last October, debt maturities are modest over the
next two years. As a result, AAR should be able to maintain a much
larger liquidity cushion over the next several quarters.
Unrestricted cash balances at the end of the November quarter
stood at $33 million, but are likely to rise above $50 million
following the convertible bond issuance.

AAR's financial position had been eroded in the post-September
2001 period as a result of a sharp reduction in major airline
demand for inventory and logistics services, as well as airframe
and engine parts maintenance activity. Subsequent pressure on the
company's liquidity position has placed unsecured creditors in a
more difficult position with respect to recovery as a result of
the pledging of most remaining unencumbered assets as collateral
backing secured borrowings.


AES TIETE: Fitch Ups Default-Level Rating on $300M Certs. to B-
---------------------------------------------------------------
Fitch Ratings has upgraded the rating on US$300 million of 11.5%
trust certificates issued by AES IHB Cayman, Ltd. to 'B-' from
'DDD' following their restructuring. Fitch has assigned a Stable
Rating Outlook.

The certificates are guaranteed by AES Tiete Holding, LTD., a
holding company of AES Tiete S.A., a publicly traded, Brazilian,
hydroelectric generation company. Fitch has also maintained the
national scale rating of Tiete at 'BBB+(bra)'. The rating of the
certificates is based on the underlying credit strength of Tiete,
and the quality and amount of dividends and distributions
available to the holding company to pay debt service on the
certificates.

Tiete's primary offtaker, Eletropaulo, which is estimated to
supply approximately 70% of Tiete's 2004 revenues, remains in
default on its debt, but is expected to close on its debt
restructuring by Feb. 16, 2004, resulting in an expected ratings
upgrade. The rating of the Tiete certificates assumes the
successful completion of the Eletropaulo debt restructuring.

Material terms of the restructuring of the certificates include:

-- Maintenance of principal at US$300 million;

-- Payment of interest through December (approximately US$17
   million, with US$10 million coming directly from The AES
   Corporation);

-- Maintenance of the original 11.5% interest rate;

-- The maturity date has been extended by 4 months to April 2016
   as part of shifting of payment dates to April and October from
   June and December to better match the timetable for
   distribution of cash flow from Tiete;

-- No required debt service payments in 2004, although interest
   accrues and there is a cash sweep;

-- Minimum US$15 million required payment in 2005, plus a cash
   sweep;

-- Mortgage style amortization schedule beginning in 2006;
   Maintenance of the pledge of Tiete shares previously owned by
   AES (now owned by Brasiliana Energia);

-- Increase in the debt service reserve account (DSRA) from 6
   months to 1 year, with an initial US$15 million contribution
   from AES at closing and the balance to be funded with operating
   cash flow by year-end 2007;

-- The certificates will no longer be supported by Overseas
   Private Investment Corporation (OPIC) political risk insurance
   or foreign exchange liquidity facility.

The new transaction structure allows Tiete's holding company to
address its cash short-fall and improve its liquidity position to
begin making scheduled debt service payment by 2006. While cash
generation at the Tiete operating company has not been impaired,
the actual distribution of dividends and TJLP (interest on
capital) was not sufficient to meet scheduled debt service. The
situation was temporarily addressed in the short-term through the
use of an intercompany loan between Tiete and its holding company,
which totals BRL70 million (US$24 million) and a draw on the DSRA.
While the DSRA will be funded initially by AES, the intercompany
loan will be repaid on a priority basis with first available cash
flow distributed by Tiete and is expected to be repaid during
2004.

Tiete benefits from a growing base of inflation-indexed contracted
revenues, increasingly derived from a long-term power purchase
agreement (PPA) with Eletropaulo. The Eletropaulo PPA ramps up
supply in 25% increments beginning in 2003 and is more favorably
priced than Tiete's initial (privatization) contracts, which the
Eletropaulo PPA is replacing. The company's operating cost
structure is low and relatively stable and operating company debt
service is easily manageable. Fitch believes that Tiete's net
income levels and its holding company's liquidity situation should
improve in 2004 and thereafter as it is expected to receive
greater dividends due to the growth in net earnings as the PPA
with Eletropaulo ramps up.

Furthermore, the new debt structure allows for no mandatory
minimum payment in 2004 and a US$15 million mandatory payment in
2005. By 2006, when scheduled amortization begins, revenues are
entirely related to the Eletropaulo contract, and dividends and
distributions should be more than adequate to service the
certificates, even under comparable inflationary stress scenarios
that constrained dividends in 2002 and early 2003.

Tiete is now ultimately owned by Brasiliana Energia (Brasiliana),
a new holding company created as part of the restructuring of AES'
debt with BNDES. Brasilia will hold AES' direct and indirect
interests in AES Eletropaulo, AES Uruguaiana and Tiete. AES will
own 50.1% of the common shares and BNDES will own 49.9% of the
common shares plus non-voting preferred shares that will provide
BNDES with approximately 53% of the total capital of Brasiliana.
As part of the restructuring of the certificates, AES received
approval for the transfer of AES-owned shares of Tiete to BNDES,
which were required to complete the restructuring of US$1.2
billion of Eletropaulo holding company debt. AES equity interests
in Eletropaulo, Uruguaiana and Tiete combined with US$90 million
from AES and its Brazilian subsidiaries will be applied to reduce
the outstanding debt with BNDES from US$1.2 billion to US$510
million, which will then be payable over 11 years. The agreement
was approved by the industry regulator, Aneel, on Jan. 19, 2004.

Tiete is directly owned by AES Tiete Empreendimentos S.A., and AES
Tiete Participacoes S.A., now subsidiaries of Brasiliana. TE and
TP own 71% of the voting shares of Tiete which represents
approximately 44% of the company's total capital stock. While TE
and TP have effective control, they receive only 44% of dividends
and distributions from Tiete, which provide the cash flow
available for debt service on the certificates. TE and TP forward
all payments to AES Tiete Holdings, Ltd., which will service the
certificate.


AIR CANADA: Asks Canadian Court to Amend Claims Procedure Order
---------------------------------------------------------------
The Air Canada Applicants have begun reviewing the claims filed in
their cases to expedite their exit from CCAA protection.  To date,
the Applicants have received claims totaling CN$103,423,300,000,
which were filed by the deadline for filing proofs of claim:

        Aircraft Creditors               CN$5,552,400,000
        Bondholders                         3,220,700,000
        Employee Related Claims             6,541,900,000
        Litigation Related Claims          83,459,800,000
        Long Term Debt                      2,472,300,000
        Supplier Repudiations               1,592,500,000
        Trade Creditors                       319,900,000
        Other                                 263,800,000

   (A) Aircraft Creditors

       Claims filed by aircraft creditors arise from the
       repudiation or renegotiation of aircraft leases.  The
       Initial Claims Bar Date applied only to those aircraft
       creditors who had received repudiation notices or had
       entered into memoranda of understanding to revise the
       terms of pre-filing lease agreements with the Applicants
       on or before September 17, 2003.  However, to date, the
       Applicants were still in the process of negotiating
       amendments to their leases with respect to a substantial
       portion of the fleet.  While some of the lessors still
       negotiating with the Applicants did not file claims on the
       Initial Bar Date, others filed claims on the basis of a
       full repudiation of their leases.  These Claims are
       expected to be amended to reflect the terms of any MOUs
       executed subsequent to September 17, 2003;

   (B) Bondholder Claims Filed by Trustees or Agents

       The trustees or agents who act in connection with the
       outstanding issues of bonds filed proofs of claim for all
       issues of bonds outstanding as at April 1, 2003.  Ernst &
       Young Inc., the Court-appointed Monitor, is in the process
       of completing its review with respect to the calculation
       of some of the amounts as filed.  In addition, the Monitor
       notes that certain issues of bonds may be subordinated to
       some or all of the other unsecured claims.  Accordingly,
       the Monitor is considering, with the assistance of its
       legal counsel, the impact of the subordination on these
       claims given that a plan of arrangement has not been filed
       at this time;

   (C) Bondholder Claims Filed by Individual Bondholders

       Individual bondholders filed claims which, in the
       aggregate, represent CN$2,300,000,000 or 71% of the total
       bond debt outstanding.  The Monitor has reviewed 55% of
       the claims filed.  The Monitor continues to review the
       remaining claims and to issue Notices of Revision or
       Disallowance with respect to claims which appear to be
       incorrectly calculated or do not include adequate support
       to prove that the individual filing the claim held the
       bond as at August 31, 2003 -- the record date for purposes
       of filing a proof of claim.  The Monitor notes that there
       appears to have been continued trading of the bonds
       subsequent to August 31, 2003.  As the trading usually
       occurs on the public market, it is often not possible for
       a purchaser of bonds to ascertain from whom the bonds were
       purchased so that the Monitor can ensure that the claims
       are not filed twice in respect of the same bonds.
       Accordingly, the Monitor is in the process of assessing
       the various alternatives to remedy this issue;

   (D) Employee Related Claims

       Employee-related claims total CN$6,500,000,000.  Of the
       amount, the labor unions filed CN$6,300,000,000 in Claims.
       The labor union claims are comprised of amounts in respect
       of outstanding grievances as well as amendments to the
       union contracts agreed to in May 2003 as part of the labor
       restructuring process.  The Monitor is currently in the
       process of reviewing these claims with the assistance of
       the Applicants and their legal counsel.  The Applicants
       and the unions have negotiated towards the form of a
       protocol establishing certain procedures pursuant to which
       April 1, 2003 grievances will be identified and quantified
       for purposes of voting and receiving a distribution under
       the plan of arrangement to be filed with the Applicants,
       subject to the unions' right to subsequently challenge the
       Applicants' ability to compromise the claims.  The Monitor
       anticipates that any review of the grievance portion of
       the union claims will be deferred until the completion of
       the Grievance Claims Procedure.  The balance of the
       employee claims are comprised of numerous smaller value
       claims as well as several claims that were submitted
       without quantification.  The Monitor continues to review
       these claims;

   (E) Litigation Related Claims

       Litigation-related claims filed to date total
       CN$83,500,000,000.  The amount includes five large claims
       totaling CN$83,200,000,000 which the Monitor and the
       Applicants have determined should be disallowed in full.
       The Monitor is currently in the process of preparing
       Notices of Disallowance with respect to these claims.
       With the assistance of the Applicants, the Monitor is
       continuing to review the remaining claims.  A preliminary
       review indicates that there are several other claims that
       will likely be disallowed in full or revised to
       substantially lower amounts;

   (F) Long Term Debt

       Long term debts include several claims totaling
       CN$651,000,000 that relate to a loan advanced by
       Kreditanstalt Fur Wiederaufbau in December 2000 and
       guaranteed by United Airlines, Inc. and Deutsche Lufthansa
       AG.  KfW has provided written confirmation to the Monitor
       that, upon approval of the Canada-Germany Cooperation
       Agreement, an agreement entered into between Air Canada
       and Lufthansa, Lufthansa would be subrogated to its
       portion of the claim in the CCAA proceedings guaranteed by
       Lufthansa.  Lufthansa has provided written confirmation to
       the Monitor that upon approval of the Agreement, it will
       waive its right to vote or receive any distribution in
       respect of the claim.  Accordingly, the Monitor will be
       issuing a Notice of Disallowance in respect of all but the
       UAL guaranteed portion of the loan amount.  The remaining
       long term debt claims include claims in respect of various
       other loans and credit facilities outstanding as at
       April 1, 2003.  The Monitor is in the process of reviewing
       these claims;

   (G) Supplier Repudiations

       Supplier repudiation claims arise from the repudiation or
       renegotiation of various supplier contracts.  The Initial
       Claims Bar Date applied only to those suppliers who had
       received repudiation notices or had entered into
       agreements to revise the terms of their pre-filing
       contracts with the Applicants on or before September 17,
       2003.  However, the Applicant has repudiated or
       renegotiated numerous additional contracts subsequent to
       September 17, 2003.  Accordingly, the Monitor expects to
       receive a substantial number of additional claims.  In the
       interim, the Monitor is in the process of reviewing the
       claims filed to date.  Many of these claims are extremely
       complex and involve detailed calculations and analysis;

   (H) Trade Creditors

       These claims relate to amounts owing by the Applicants
       with respect to goods and services supplied before the
       Petition Date.  The Monitor, with the assistance of the
       Applicants, is in the process of reconciling these amounts
       to the Applicants' accounts payable records; and

   (I) Other Claims

       This category is comprised of either claims that do not
       fit into the other categories or claims for which the
       basis is not readily apparent from the documentation.  The
       Monitor is currently working with the Company to review
       these claims.

Ernst & Young President Murray A. McDonald tells Mr. Justice
Farley that a number of Air Canada stakeholders have asked for
amendments to the Claims Procedure Order to clarify the rights of
certain parties, including insurers, after the acceptance,
rejection or revision by the Monitor of claims arising from
actual or threatened actions in which one or more of the
Applicants is a party.  

Accordingly, the Applicants ask the CCAA Court to approve certain
amendments to the Claims Procedure Order.

The amendments are intended to ensure that:

      (i) the acceptance, rejection or revision by the Monitor of
          the uninsured or deductible portion of any litigation-
          related claim does not prejudice the rights of a party
          to an action or of any insurers to accept, defend or
          otherwise deal with the action after the stay of
          proceedings is lifted; and

     (ii) if the Monitor accepts, rejects or revises a
          litigation-related claim, any portion of the claim for
          which the Applicants are fully insured remains an
          Excluded Claim.

The Monitor finds the proposed amendments reasonable.

                  Restructuring Claims Bar Date

The Claims Procedure Order provided that a deadline for filing
Restructuring Claims would be set by further Court order on the
completion of the aircraft lease restructuring process and the
supplier repudiation/restructuring process.  The Applicants
completed the processes by January 31, 2004.  Accordingly, all
creditors with potential claims against the Applicants are in a
position to quantify their claims.

In this regard, the Applicants ask the CCAA Court to set
February 23, 2004 as the deadline for filing Restructuring
Claims.  The Applicants propose to distribute proofs of claim and
related instructions and filing information by regular mail to
all known parties with potential Restructuring Claims arising on
or after September 18, 2003, by no later than February 6, 2004.  
The Applicants propose that all other aspects of the process for
filing and dealing with these Restructuring Claims, including the
issuance of Notices of Revision or Disallowance and filing of
Dispute Notices, remain the same as reflected in the Claims
Procedure Order.

The Monitor believes that the proposed Restructuring Claims Bar
Date allows potential claimants sufficient time to prepare and
submit their proof of claim.  The Restructuring Claims Bar Date
also allows the Applicants to proceed with their restructuring in
an expedited manner.

                         Part III Claims

The Initial Bar Date did not apply to claims arising under Part
III of the Canada Labour Code.  Pursuant to the Claims Procedure
Order, a subsequent deadline will be established for filing Part
III claims and that these claims will be dealt with by further
Court order.

On November 3, 2003, the Court approved a procedure to identify
and quantify all Part III Complaints filed before April 1, 2003.  
Part III Complaints filed after April 1, 2003 would proceed in
the ordinary course.

The Applicants and the Attorney General, on behalf of Human
Resources Development Canada, exchanged lists of all known Part
III Complaints filed before April 1, 2003.  The process of
quantifying these complaints will be carried out on an expedited
basis.  In addition, the Applicants wish to ensure that any
parties with Part III Complaints that may have inadvertently been
omitted from the lists exchanged by the Applicants and the
Attorney General are given the opportunity to file a claim in
respect of the complaint.

                         Tax Obligations

The Claims Procedure Order provided that tax obligations to Her
Majesty in right of Canada and Her Majesty in right of the
Province of Ontario would be dealt with by further Court order.  
The Applicants have drafted a form of protocol dealing with tax
obligations to these entities, which they intend to bring before
the Court for approval.  In the interim, the Province of Quebec
has requested -- and the Applicants propose -- that the Claims
Procedure Order be amended to provide for the same treatment with
respect to its tax claims.

                         Claims Officers

The Claims Procedure Order provided for the appointment of the
Honorable Allan M. Austin, the Honorable Claude Bisson, Mr.
Martin Teplitsky, Q.C., and any other persons as designated by
the Applicants and approved by the Monitor as claims officers.  
On December 17, 2003, the Honorable Claude Bisson resigned as a
claims officer.  Accordingly, the Applicants, with the Monitor's
approval, appointed the Honorable Pierre A. Michaud, Q.C., as a
claims officer.  The Honorable Pierre A. Michaud is a retired
Chief Justice of the Quebec Court of Appeal and a former
Associate Chief Justice of the Quebec Superior Court. (Air Canada
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AIRGATE PCS: Expects Q1 2004 Results to Enter Positive Zone
-----------------------------------------------------------
AirGate PCS, Inc. (OTCBB: PCSA), a PCS Affiliate of Sprint,
announced guidance on preliminary financial and operating results
for its first fiscal quarter of 2004, ended December 31, 2003.

The following two tables provide actual results of the Company for
the quarters ended December 31, 2002, and September 30, 2003, as
well as a range of guidance on results for the quarter ended
December 31, 2003.

                                  Quarter Ended
                           12/31/02  9/30/03    12/31/03
                           Actual    Actual   Preliminary
                           --------  -------  -----------
Subscribers                352,809  359,460     359,898
Gross Additions             55,621   34,464      35,601
Churn Rate                    3.78%    3.41%       3.10%
Net Adds                    13,670   (4,697)        438
Capital Expenditures        $5,626   $7,106      $1,599
Cash and Cash Equivalents     $944  $54,078     $60,043

Notes: All dollar figures in thousands.
All results are from continuing operations only.

                                 Quarter Ended
                     12/31/02  9/30/03         12/31/03
                      Actual    Actual  Preliminary Preliminary
                                           Low        High
                     --------  -------  ----------- -----------
Total Revenues       $81,865  $89,317     $81,700     $82,500
Operating Expenses   $91,098  $85,723     $85,200     $84,400
Operating Income
    (Loss)           ($9,233)  $3,594     ($3,500)    ($1,900)
Income (Loss) Before
Discontinued
Operations          ($19,427) ($7,815)   ($14,700)   ($13,100)
Discontinued
Operations          ($28,247)      $0    $184,100    $184,100
Net Income (Loss)    ($47,674) ($7,815)   $169,400    $171,000

Note: All dollar figures in thousands.

              Accounting for Discontinued Operations

On October 17, 2003, AirGate irrevocably transferred all of its
shares of iPCS common stock to a trust for the benefit of AirGate
shareholders. As of the date of the transfer to the trust, the
iPCS investment (approximately $184.1 million credit balance
carrying amount) was eliminated and recorded as a non-monetary
gain from disposition of discontinuing operations. The results of
iPCS for all periods presented are shown as discontinued
operations. Therefore, the results of continuing operations are
derived solely from the operations of AirGate.

                    Subscribers and Net Adds

Consistent with the guidance provided in the earnings release from
the fourth quarter of fiscal 2003, and the Company's S-4 filing,
ending subscribers for the first fiscal quarter of 2004 were up
modestly year-over-year and relatively flat quarter-over-quarter.
The Company implemented a more stringent credit policy in February
2003 to decrease the number of sub-prime activations and improve
the overall credit profile of the subscriber base. While year-
over-year subscriber growth was modest, the composition of the
subscriber base shifted significantly with the percentage of prime
subscribers relative to the total subscriber base increasing from
approximately 67% to 73% for the same time period.

                   Gross Additions and Churn Rate

The decrease in gross additions year-over-year is attributable
primarily to the continued application of a tighter credit policy
for sub-prime credit customers, the loss of distribution from
closed lowest-productivity Company-operated retail stores, and the
loss of distribution from certain national third-party channels.
The churn rate for the quarter ended December 31, 2003, was lower
than the churn rate reported in both the prior year and prior
quarter periods primarily due to a decrease in the number of sub-
prime subscribers in the subscriber base. The Company expects the
churn rate to continue to decrease over time. The churn rate has
been affected only modestly since the implementation of wireless
local number portability, or WLNP, in November 2003.

                     Capital Expenditures

Capital expenditures decreased significantly both year-over-year
and quarter-over-quarter during the quarter ended December 31,
2003. During the quarter, two additional cell sites were put into
service and 100% of the cell sites became 1x-RTT-capable.

                   Cash and Cash Equivalents

During the quarter ended December 31, 2003, cash and cash
equivalents increased by approximately $6.0 million over the prior
quarter. Approximately $0.5 million of principal under the credit
facility was repaid in accordance with the amortization schedule
during the quarter.

                        Total Revenues

As previously indicated, the Company expects revenues for the
first fiscal quarter of 2004 to be approximately the same as
revenues from the first fiscal quarter of 2003, but down from the
fourth fiscal quarter of 2003, generally as a result of
seasonality of roaming revenues. Notable financial effects on
revenue include a $1.9 million special settlement with Sprint
which positively affected revenues in the fourth fiscal quarter of
2003, and a negative adjustment of approximately $0.9 million in
the first fiscal quarter of 2004 resulting from a correction in
Sprint's billing system with respect to data-related inbound
roaming revenues, which the Company continues to examine.

                      Operating Expenses

The Company expects operating expenses to be down from the first
fiscal quarter of 2003, generally as a result of decreased roaming
expenses due to a change in the roaming rates among Sprint and its
PCS affiliates from $0.10 per minute to $0.058 per minute
beginning January 1, 2003, despite increased volumes of minutes,
improved bad debt levels and lower customer acquisition-related
costs due to the lower number of gross activations in the first
fiscal quarter of 2004 relative to the first fiscal quarter of
2003.

The Company expects operating expenses to decrease modestly from
the fourth fiscal quarter of 2003, generally as a result of the
seasonality of roaming expenses and improved bad debt levels,
despite the increase in the costs of adding customers to
approximately $500 per gross addition. In addition to these
trends, there were other notable financial effects on operating
expenses. During the quarter ended December 31, 2003, Sprint
notified AirGate that it would receive a credit for $1.2 million
related to the discontinuance of a billing platform conversion by
Sprint. This amount was recorded in the first fiscal quarter of
2004 as a reduction of cost of service.

In the first fiscal quarter of 2003, AirGate recorded as a
reduction of cost of service $1.3 million related to a year-end
settlement of 2002 Sprint service bureau fees. The first fiscal
quarter of 2004 estimates do not include any benefit or increased
expense for year-end settlement of 2003 Sprint service bureau fees
because Sprint has not yet provided a final accounting for these
services to AirGate. Based on preliminary information provided to
AirGate from Sprint, AirGate believes that the final settlement
will be positive and a reduction to operating expenses, but has
excluded it from the guidance provided herein. AirGate will not
make an adjustment for the final settlement until the quarter it
receives appropriate notification from Sprint.

Debt restructuring costs were $3.0 million in the fourth fiscal
quarter of 2003 and are estimated to be $2.3 million in the first
fiscal quarter of 2004.

          Income (Loss) Before Discontinued Operations

AirGate expects the loss from continuing operations for the first
fiscal quarter of 2004 to be within a range of ($14.7) to ($13.1)
million. Net interest expense in the first fiscal quarter of 2004
was approximately the same as net interest expense in the first
fiscal quarter of 2003 and the fourth fiscal quarter of 2003.

                  Discontinued Operations

Discontinued operations include losses from iPCS of $28.2 million
during the first fiscal quarter of 2003 and a $184.1 million non-
monetary gain from the elimination of the investment in iPCS.

                     Net Income (Loss)

The Company expects net income for the first fiscal quarter of
2004 to be significantly higher than net income from the first
fiscal quarter of 2003, and the fourth fiscal quarter of 2003.
Included in net income in the first fiscal quarter of 2004 is a
$184.1 million non-monetary gain from disposition of discontinued
operations resulting from the elimination of the investment in
iPCS.

                     Future Guidance

Consistent with competitive industry practices, Sprint is
continually assessing its current product and service offerings
and considering changes that may enhance those offerings.
Potential changes being considered are designed to, among other
things, increase subscriber satisfaction and reduce churn. Such
changes could entail risks to AirGate, including the risk that
potential losses in revenue and ARPU may not be offset by any
improvements in market share, customer satisfaction, churn or cost
structure over the short or long term.

AirGate also continually assesses marketing opportunities and its
growth strategy. AirGate may consider marketing opportunities to
address specific customer segments which may change the overall
mix of prime and sub-prime credit subscribers in its subscriber
base, and may include adjustments to its deposit policy.

During the second fiscal quarter of 2004, the Company anticipates
net cash outflows related to the prepayment of a portion of the
credit facility and expenses in connection with the
recapitalization to total more than $13 million.

AirGate PCS, Inc. -- whose September 30, 2003 balance sheet shows
a total shareholders' equity deficit of about $377 million -- is
the PCS Affiliate of Sprint with the right to sell wireless
mobility communications network products and services under the
Sprint brand in territories within three states located in the
Southeastern United States. The territories include over 7.2
million residents in key markets such as Charleston, Columbia, and
Greenville-Spartanburg, South Carolina; Augusta and Savannah,
Georgia; and Asheville, Wilmington and the Outer Banks of North
Carolina.


AMERCO: All Creditor Classes Approve Plan of Reorganization
-----------------------------------------------------------
AMERCO (Nasdaq: UHALQ) announced that all of its creditor classes
have approved the Company's Plan of Reorganization. Creditors
under the Plan will receive a combination of cash and new notes in
AMERCO.

"Now that we have a 100 percent consensual agreement with all
creditor groups, we are poised to emerge from Chapter 11," stated
Joe Shoen, chairman of AMERCO. "We are gratified that our
creditors have recognized that our Plan is in the best interest of
all of the company's constituencies."

According to Richard Williamson, Regional Managing Director at
Alvarez & Marsal, Inc., "AMERCO is positioned to accomplish one
the most successful restructurings in recent history. On the
effective date of the Company's Plan of Reorganization, AMERCO
will have restructured, on a consensual basis, over $1.2 billion
in debt and lease obligations with no dilution to equity holders."
Alvarez and Marsal, Inc. has served as the exclusive financial
advisor to AMERCO since May 2003, with respect to its negotiations
with creditors and in the raising of exit financing and its
capital restructuring.

A Confirmation Hearing is scheduled to be held by the U.S.
Bankruptcy Court in Reno, Nevada beginning on February 2, 2004.
Subject to confirmation by the Court and the completion of all
necessary documentation, the Plan should become effective and be
funded shortly thereafter.

For more information about AMERCO, visit http://www.amerco.com/


AMERICAN AIRLINES: Report 3.8% Increase in Traffic for January
--------------------------------------------------------------
American Airlines, the world's largest carrier, reported a monthly
load factor of 68.9 percent in January, an increase of 2.0 points
compared to last year.  Year-over-year gains were achieved in both
domestic and international markets, with a load factor increase of
2.2 points in domestic markets and 1.0 point in international
markets.

January traffic increased 3.8 percent compared to last year,
driven by an 11.6 percent increase in international traffic.  
Capacity was up 9.9 percent in international markets.  In domestic
markets, despite a 2.9 percent reduction in capacity, traffic
increased by 0.4 percent year over year.  For the system, capacity
was up 0.8 percent compared to last year.

American boarded 6.95 million passengers in January.

American Airlines (Fitch, CCC+ Convertible Unsecured Note Rating,
Negative) is the world's largest carrier.  American, American
Eagle and the AmericanConnection regional carriers serve more than
250 cities in over 40 countries with more than 3,900 daily
flights.  The combined network fleet numbers more than 1,000
aircraft.  American's award-winning Web site, AA.com, provides
users with easy access to check and book fares, plus personalized
news, information and travel offers.  American Airlines is a
founding member of the oneworld Alliance.

Current AMR Corp. (NYSE: AMR) news releases can be accessed via
the Internet at http://www.amrcorp.com/


AMERICAN LAWYER: Wants to Amend Indenture Governing 12.25% Notes
----------------------------------------------------------------
American Lawyer Media Holdings, Inc., a Delaware corporation, is
soliciting consents with respect to its outstanding 12-1/4% Senior
Discount Notes Due 2008 (CUSIP No. 02712K AD 2) to proposed
amendments of the related Indenture dated December 22, 1997,
between Holdings and The Bank of New York, as trustee, pursuant to
which the Discount Notes were issued. American Lawyer Media, Inc.,
a Delaware corporation, is soliciting consents with respect to its
outstanding 9-3/4% Senior Notes Due 2007 (CUSIP No. 027 126 AC 5)
to proposed amendments of the related Indenture dated December 22,
1997, between ALM and The Bank of New York, as trustee, pursuant
to which the Senior Notes were issued.

Each consent solicitation is being made upon the terms and subject
to the conditions set forth in the Consent Solicitation Statement
and in the Consent Form. ALM will pay to each Holder of Senior
Notes who has validly delivered and not revoked a Senior Consent
on, or prior to, the Expiration Date, a consent payment in the
amount of $5.00 for each $1,000 aggregate principal amount at
maturity of Senior Notes in respect of which a Senior Consent has
been validly delivered. No payment will be made to Holders of the
Discount Notes for delivery of a Discount Consent.

Each Company is soliciting Consents to the proposed amendments to
the applicable Indenture, which would, in each case, modify (i)
the definition of Permitted Indebtedness to increase the allowable
amount of indebtedness pursuant to a credit agreement up to an
aggregate principal amount outstanding at any time from $40
million to $65 million and (ii) the definition of Permitted Lien
to increase the allowable amount of liens securing obligations
under a credit agreement from $40 million to $65 million. The
Proposed Amendments will have the effect of allowing additional
secured indebtedness to be incurred under each Indenture.

Holders are requested to read and to consider carefully the
information and to give their Consent to the Proposed Amendments
by properly completing and executing the Consent Form and
delivering it to The Bank of New York, as depositary, as soon as
possible and no later than 5:00 p.m., New York City time, on the
Expiration Date, at its address or number listed on the back cover
page of the Statement. In order for the Proposed Amendments to the
Discount Indenture to be approved, duly executed Discount Consents
representing not less than a majority of the aggregate principal
amount at maturity of the outstanding Discount Notes, including
any Discount Notes owned by Holdings or any of its affiliates must
be received (and not subsequently revoked) on or prior to the
Expiration Date. In order for the Proposed Amendments to the
Senior Indenture to be approved, duly executed Senior Consents
representing not less than a majority of the aggregate principal
amount at maturity of the outstanding Senior Notes, including any
Senior Notes owned by ALM or any of its affiliates  must be
received (and not subsequently revoked) on or prior to the
Expiration Date.

If the Proposed Amendments become effective, each Holder,
irrespective of whether such Holder delivered a Consent Form, will
be bound by the Proposed Amendments.

American Lawyer Media Holdings, Inc., the parent company of
American Lawyer Media, Inc., publishes national and regional legal
publications, including The American Lawyer, New York Law Journal,
The National Law Journal and Corporate Counsel. The company's
operations are based in New York with regional offices in eight
states, the District of Columbia and London, England.

American Lawyer Media Holdings, Inc.'s September 30, 2003 balance
sheet shows a working capital deficit of about $20 million, and a
total shareholders' equity deficit of about $18 million.


ARMSTRONG: Wants More Time to Move Pending Actions to Del. Court
----------------------------------------------------------------
Armstrong World Industries, Inc., Nitram Liquidators, Inc., and
Desseaux Corporation of North America seek a further extension of
their time to file notices to remove prepetition lawsuits and
administrative proceedings, through and including the later of:

     (i) July 26, 2004, or

    (ii) 30 days after entry of an order terminating the
         automatic stay with respect to any particular action
         sought to be removed.

Rebecca L. Booth, Esq., at Richards Layton & Finger, reminds Judge
Fitzgerald that the Debtors are parties to numerous judicial and
administrative proceedings currently pending before various courts
or administrative agencies throughout the country.  Due to the
number of proceedings involved, and the wide variety of claims
these proceedings present, the Debtors need more time to determine
which, if any, of the proceedings should be removed and, if
appropriate, transferred to this district.

At the time that the last extension was granted, the parties
anticipated that both Judge Newsome and District Judge Wolin would
preside jointly over a hearing on the confirmation of the Plan in
November 2003, and that the Debtors would emerge from bankruptcy
by the end of 2003 -- making any further extensions of the Removal
Deadline irrelevant.  In light of the changed circumstances, the
Debtors find it necessary to extend the Removal Period.  The
extension would protect the Debtors' valuable right to
economically adjudicate lawsuits if the circumstances warrant
removal.

The extension will not prejudice the Debtors' adversaries because
they may not prosecute the actions and proceedings pending relief
from the stay.  Furthermore, the Debtors assure the Court that the
extension will not prejudice a party to a proceeding that the
Debtors seek to remove because the party may seek remand of any
removed action or proceeding.

Judge Fitzgerald will convene a hearing to consider the request on
February 12, 2004, if any objections are filed.  By application of
Del.Bankr.LR 9006-2, the deadline is automatically extended
through the conclusion of that hearing.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 55; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


ATLAS AIR WORLDWIDE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Lead Debtor: Atlas Air Worldwide Holdings, Inc.
             2000 Westchester Avenue
             Purchase, New York 10577

Bankruptcy Case No.: 04-10794

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Atlas Worldwide Aviation Logistics         04-10792
     Atlas Air, Inc.                            04-10793
     Polar Air Cargo, Inc.                      04-10795
     Airline Acquisition Corp I                 04-10796

Type of Business: The Debtor is a worldwide all-cargo carriers
                  that operate fleets of Boeing 747 freighters.
                  See http://www.atlasair.com/

Chapter 11 Petition Date: January 30, 2004

Court: Southern District of Florida (Dade)

Judge: Robert A. Mark

Debtors' Counsel: Jordi Guso, Esq.
                  Berger Singerman
                  200 South Biscayne Boulevard #1000
                  Miami, FL 33131
                  Tel: 305-755-9500

Total Assets as of June, 2003: $1,451,919,000

Total Debts as of June, 2003:  $1,425,156,000


ATLAS COLD STORAGE: Exploring Strategic Refinancing Alternatives
----------------------------------------------------------------
Atlas Cold Storage Income Trust announced its unaudited financial
results for the three month and nine month periods ended
September 30, 2003.

Also, Atlas is filing its amended and restated audited
consolidated financial statements for the years ended December 31,
2002 and 2001, as well as amended and restated unaudited
consolidated financial statements for the three month period ended
March 31, 2003 and the three and six month periods ended June 30,
2003. All comparative financial information referred to below for
the three month and nine month periods ended September 30, 2002
are therefore to the amended and restated results for such
periods, and not to the originally prepared financial statements
for such periods.

While the Trust is reporting earnings before amortization, write-
downs and income taxes, it is in default of certain provisions
under its syndicated credit facility. As of January 30, 2004, the
Trust's lenders had not demanded the Trust's loans. Except for
relatively small amounts relating to interest margin adjustments
which may arise, there has been no failure by Atlas to pay amounts
when due. The Trust's ability to continue as a going concern is
dependent upon continued support of its bankers and its ability to
achieve a recapitalization. The Trust has begun a strategic
process to explore alternative recapitalization strategies. While
the Trust believes that it will be able to conclude a
recapitalization, there can be no assurance that it will be
successful in this regard.

                 Financial Highlights for the Quarter

Revenue increased to $140.0 million in the three month period
ended September 30, 2003, up from $46.4 million during the same
period in 2002, representing a 202% increase. In the third quarter
of 2003, approximately 72.8% of revenue or $102 million was
generated in the U.S., versus 59.5% or $27.6 million in 2002.

Earnings before property lease rental, interest, amortization and
income taxes amounted to $9.0 million in the thcree month period
ended September 30, 2003 down from $13.9 million during the same
period in 2002, representing a 35.0% decrease.

The Trust incurred a net loss of $54.7 million (or $0.89 per Trust
unit on a diluted basis) during the three month period ended
September 30, 2003, compared to net income of $4.6 million (or
$0.08 per Trust unit on a diluted basis) during the same period in
2002.

The Trust generated a total distributable cash deficiency during
the three month period ended September 30, 2003 of $7.1 million (a
$0.11 deficiency per Trust unit) compared to total distributable
cash generated of $8.9 million (or $0.18 per Trust unit) for the
corresponding prior period. During the first nine months of 2003
the Trust generated total distributable cash of $16.9 million
($0.28 per Trust unit) compared to $23.3 million ($0.52 per Trust
unit) during the same period in 2002. Distributable cash is not a
defined term under Canadian generally accepted accounting
principles and accordingly may not be comparable to similar
measures presented by other issuers. The Trust believes, however,
that the presentation of distributable cash is often the best
available measure of the Trust's ability to generate and
distribute cash. The Trust did not pay a cash distribution for the
third quarter of 2003.

The Trust's financial results for the three month period ended
September 30, 2003 reflect the following items:

- an impairment charge of $39.3 million related to the goodwill
  associated with its U.S. public refrigerated warehousing
  business, as more fully described under "Goodwill Impairment"
  below;

- total losses from discontinued operations of $11.5 million
  related to the Trust's discontinued Canadian asset-based
  transportation business, as more fully described under
  "Discontinued Canadian Asset-Based Transportation Operations"
  below; and

- costs aggregating approximately $4.0 million incurred in
  connection with matters giving rise to the restatement of the
  Trust's consolidated financial statements described above and
  the activities of the Special Committee of Atlas established on
  September 18, 2003.

                      Goodwill Impairment

As a result of the events that led to the restatement of the
Trust's consolidated financial statements described above, Atlas
determined to review the valuation of its goodwill as at
September 30, 2003. The Trust determined that the fair value
associated with the operations of its U.S. PRW reporting unit
could no longer support the carrying value of goodwill associated
with such reporting unit. As a result, the Trust recorded an
impairment charge of $39.3 million during the third quarter of
2003.

     Discontinued Canadian Asset-Based Transportation Operations

On September 19, 2003, the Trust announced that it would
discontinue its linehaul trucking business. On December 1, 2003,
the Trust announced that it was discontinuing the remainder of its
Canadian asset-based transportation business operated by Atlas
Supply Chain Services Limited. These determinations were made
after careful review of the difficult economics in the industry
and the capital requirements associated with an increasingly
competitive trucking environment.

The intended method of disposal is by sale through an auction
process which is being developed. The Trust expects to have these
assets sold and the operations wound up by the end of February
2004. Anticipated auction proceeds of approximately $6.3 million
are expected to be used to partially satisfy lease obligations of
Atlas Supply Chain Services Limited.

The related assets and liabilities have been classified as "assets
of discontinued operations" and "liabilities of discontinued
operations" and measured at the lower of their carrying amount and
their estimated fair value less costs to sell. The resulting
impairment loss and write-off of the assets of Atlas Supply Chain
Services Limited totalled $11.5 million for the three months ended
September 30, 2003 and has been presented as "Loss from
Discontinued Operations". Further, the Trust expects to incur
total cash costs of approximately $4.9 million in connection with
the closure of the business, including personnel, lease and wind-
up costs.

                Operating Results for the Quarter

                 Public Refrigerated Warehousing

PRW revenue for the third quarter rose to $68.3 million from $43.5
million in the same period in 2002, representing a 56.9% increase.

Earnings before property lease rental, interest, amortization and
income taxes at the operations level (before corporate costs)
amounted to $19.7 million (in Canada $8.1 million and in the U.S.
$11.6 million) for the third quarter of 2003 compared to $15.7
million (in Canada $7.2 million and in the U.S. $8.5 million) for
the corresponding period in 2002.

The U.S. earnings before property lease rental, interest,
amortization and income taxes at the operations level (before
corporate costs) increased by 35.8% primarily as a result of the
major U.S. acquisitions in the fourth quarter of 2002 and the
expansion at Belvidere, Illinois.

A majority of Atlas' PRW facilities in the United States met
expectations during the third quarter of 2003, with notable
exceptions in Chicago, Georgia and Wisconsin. The variances in
these regions can be traced primarily to volume shortfalls and, in
the case of Georgia, market over-capacity.

Integration of the facilities acquired in connection with the CS
Integrated acquisition in late 2002 continued through the third
quarter of 2003. Atlas is now in a position to take advantage of
its greater geographic coverage arising from the acquisition of
these facilities.

By the end of the third quarter of 2003, Atlas' Canadian PRW
business was operating at or near full capacity. In Ontario, there
were significant unplanned labor and freight costs related to the
transitioning of a major account into the Vaughan facility.

After reflecting the addition of a leased facility located in
Phoenix, Arizona on November 2, 2003, the PRW business now
encompasses 51 facilities with 208 million cubic feet of
temperature-controlled space, and employs approximately 2,100 team
members. In addition to the new facility in Phoenix, Atlas now has
facilities located from coast to coast in Canada and in four
geographical regions within the United States (Midwest, Central,
Mid-Atlantic and South East).

             Logistics & Distribution (Transportation)

The Logistics and Distribution (Transportation) segment previously
consisted of two business sectors: non-asset based freight
forwarding and freight brokerage services in the United States,
which utilize the existing PRW network and which is a business
that is continuing; an asset-based transportation business located
in Western Canada, which is being discontinued (as described
above).

The non-asset based freight forwarding and freight brokerage
operations in the United States generated total revenue in the
third quarter of 2003 of $10.2 million, compared to $2.9 million
during the same period in 2002. Earnings before property lease
rental, interest, amortization and income taxes at the operations
level, before corporate costs, were $0.8 million in the third
quarter of 2003, compared to $0.1 million during the same period
in 2002.

The continuing operations operate from six Atlas PRW facilities
which are located in Buffalo, New York; Green Bay, Wisconsin;
Chicago, Illinois; Atlanta, Georgia; Denver, Colorado; and
Hatfield, Pennsylvania. This segment employs 23 Atlas employees.

                   Contract Retail Logistics

The Contract Retail Logistics segment comprises four dedicated
grocery retail distribution centres in the United States and the
operations of Atlas Distribution Services in Quebec.

Total revenue of the segment for the quarter totalled $61.6
million (Canada $18.1 million and U.S. $43.4 million). There was
no comparable segment for the same period in 2002 with operations
in the segment having started in the fourth quarter of 2002. The
year end for the U.S. retail logistics business is variable. The
results included herein are those for the nine month period from
February 1, 2003 to November 9, 2003.

Earnings before property lease rental, interest, amortization and
income taxes for the retail logistics operations were $2.2
million. The Canadian distribution services segment recorded an
operating profit of $0.1 million in the quarter. The dedicated
retail distribution centres in the United States contributed an
operating profit of $2.1 million, the profit being generated
through the achievement of key performance indicators and
throughput volumes at the four facilities. Atlas operates the
facilities on a cost reimbursement basis, with management fees
tied to volumes and bonus fees paid on the achievement of key
performance indicators covering both financial and non-financial
performance.

The grocery retail distribution business comprises four
facilities, 66 million cubic feet and in excess of 2,100
employees. The facilities and operations are located in
Shelbyville, Indiana; Roanoke, Virginia; Atlanta, Georgia; and
Phoenix, Arizona. The Canadian distribution services are based in
Montreal, Quebec.

                 Corporate Administration Charges

                        Corporate Costs

Corporate expenses totalled $13.6 million (9.7% of revenue) for
the three month period ended September 30, 2003, compared to $4.3
million in the third quarter of 2002 (2.0% of revenue). The
increase is in part attributable to the larger infrastructure
being managed during the current period due to the fourth quarter
acquisitions in 2002, and due to the consolidation of certain U.S.
regional offices and their related costs into the corporate head
office. The increase is also attributed to costs aggregating
approximately $3.6 million incurred in connection with matters
giving rise to the restatement of the Trust's consolidated
financial statements described above and the activities of the
Special Committee of Atlas established on September 18, 2003.

                     Property Lease Rental

As part of the CSI acquisition, Atlas assumed the leases of
facilities located in the States of Georgia and New York. These
additional property leases accounted almost entirely for the third
quarter increase in property rental of $1.0 million, or 53.2% from
the third quarter of 2002.

                        Interest Costs

Interest costs on long-term debt and capital leases for the
quarter totaled $3.4 million or 2.4% of revenue, compared to $1.8
million or 3.9% of revenue in the corresponding quarter in 2002.
The increase reflects the usage of the increased credit facility
to assist in the financing, along with proceeds from unit equity
issues, of the new acquisitions in the fourth quarter of 2002.

During the third quarter of 2003, interest rate swaps were used to
manage the exposure to the fluctuations in interest rates.

The total amount of interest paid and payable for the third
quarter of 2003 on the 12% convertible debentures was $0.5 million
versus $0.6 million for the same period in 2002. The reduction
from 2002 relates to the conversion of $7.7 million of debentures
into Trust units during the last 12 month period. Since the
debentures are redeemable at the Trust's option on maturity (or in
certain circumstances, prior thereto) for Trust units, $0.5
million of the interest thereon was treated, in effect, as a
charge to equity (2002 $0.5 million). The remaining $0.1 million
was expensed (2002 $0.2 million).

                        Amortization

During the third quarter of 2003, the Trust expensed $8.5 million
(2002 $4.7 million) in amortization and write-down expense (not
including the goodwill writedown referred to above). This amount
represents 6.1% of revenue during the quarter versus 10.1% of
revenue in 2002.

Amortization expense and write-downs for capital assets in the
third quarter of 2003 totalled $7.7 million, an 82.8% increase
over the $4.2 million in the corresponding quarter in 2002, all of
which was related to public refrigerated warehouse assets. The
increase resulted from the major U.S. acquisitions of warehouse
assets in the fourth quarter of 2002.

The Trust also expensed $0.8 million (2002 $0.5 million) during
the third quarter relating to the amortization of deferred
financing costs and intangible assets.

                         Taxation

The Trust recorded a future tax recovery of $2.0 million in the
third quarter of 2003 versus a future tax expense in the same
period of 2002 of $0.3 million. This recovery results from the
recognition of timing differences between tax depreciation and
accounting amortization at the Trust's facilities in the United
States and Canada, and the recognition of tax losses in various
subsidiaries.

The U.S. facilities in Wisconsin, Minnesota and Missouri are owned
and operated through a Canadian corporation operating U.S.
branches. As a result these entities are subject to U.S. branch
taxes. As at September 30, 2003, Atlas's branch tax expense was
minimal. Atlas's large corporation tax on capital employed and
provincial capital tax was $0.3 million during the period (2002
$0.2 million).

               Liquidity and Capital Resources

Cash provided by operating activities during the third quarter of
2003 was $17.8 million, as compared to $13.6 million in 2002.
During the first nine months of 2003, cash provided by operating
activities was $45.5 million as compared to $26.3 million in 2002.

While the Trust is reporting earnings before amortization, write-
downs and income taxes, it is in default of certain provisions
under its syndicated credit facility. As of January 30, 2004, the
Trust's lenders have not demanded the Trust's loans. The Trust's
ability to continue as a going concern is dependent upon the
continued support of its bankers and its ability to achieve a
recapitalization. The Trust has begun a strategic process to
explore alternative recapitalization strategies. While the Trust
believes that it will be able to conclude a recapitalization,
there can be no assurance that management will be successful in
this regard. See "Banking Arrangements" below.

In December 2003, the Trust, with the consent of its lenders,
closed-out all its forward exchange hedge contracts and of its
interest rate swap agreements in an effort to improve its short-
term liquidity. The funds have been placed with the agent for the
Trust's lenders. These funds will only be available to the Trust
with the consent of its bankers. The total net proceeds from the
close-out of the forward exchange hedge contracts were $19.7
million.

In December 2003, the Trust announced that it will not pay
interest due December 31, 2002 on its outstanding 12% convertible
debentures. Approximately $15.2 million in debentures were
outstanding as of September 30, 2003, which mature on June 30,
2004. The non-payment of interest does not constitute an event of
default under the debentures. Interest will continue to accrue on
the debentures.

The Trust invested $6.5 million in capital expenditures during the
third quarter of 2003 ($21.6 million in 2002). Of this amount
expended, $3.9 million was applied to sustaining capital
expenditures ($1.4 million in 2002).

The Trust raised $2.4 million dollars through the Distribution and
Interest Re-Investment Program during the nine month period ended
September 30, 2003 (2002 $4.9 million). The proceeds of the DRIP
are used by the Trust to fund capital expenditures and for the
repayment of long-term debt.

                       Distributable Cash

Distributable cash is calculated by adjusting the net earnings of
the Trust for the year for various non-cash items including
amortization and future income taxes, for the realized foreign
exchange gains on forward contracts and for interest expensed on
convertible debentures, less amounts retained by the Trust to pay
interest payable on the convertible debentures and to fund
sustaining capital expenditures, and any other reserves deemed
prudent.

The Trust did not pay a cash distribution to its unitholders in
the third quarter of 2003 in light of the circumstances that led
to the restatement of consolidated financial statements for the
years ended December 31, 2001 and December 31, 2002 as well as the
operating results for the first three quarters of 2003. On
December 23, 2003, the Trust announced that it does not intend to
pay quarterly cash distributions until a recapitalization has been
implemented. The Trust paid a distribution of $0.23 per unit in
the third quarter of 2002.

                     Banking Arrangements

The Trust and its operating arm, Holdings, and their direct and
indirect subsidiaries, are parties to an amended and restated
credit agreement dated October 22, 2002 with a syndicate of
lending institutions. The credit facility provided under the
Credit Agreement matures in July 2004. At present, approximately
$204.2 million (U.S. $151.3 million) is outstanding under the
Credit Agreement. Atlas is not in compliance with its obligations
under the Credit Agreement. Except for relatively small amounts
relating to interest margin adjustments which may arise, there has
been no failure by Atlas to pay amounts when due. In response to
the non-compliance, the lenders have capped availability under the
Credit Agreement at the amount presently outstanding. For so long
as Atlas is not in compliance with the Credit Agreement, any
future advances will be made only at the discretion of the
lenders. While the lenders have capped availability in response to
the non-compliance, as noted above they have not demanded payment.
Atlas' operating line lender has agreed to continue to provide an
operating line of credit until February 13, 2004 in the amount of
Cdn. $11.4 million (previous amount Cdn. $15 million). The amount
outstanding under the operating credit facility must be reduced to
nil for at least one day in every seven day period.

Atlas is in the process of attempting to negotiate an agreement
with its lenders under the Credit Agreement whereby the lenders
will deal with the existing defaults under the Credit Agreement.
The agreement being sought by Atlas will continue the cap on
availability at amounts presently outstanding and impose
additional reporting, financial and other covenants on Atlas. The
agreement will also provide the terms upon which the credit
facilities will remain in place until their scheduled maturity on
July 24, 2004. The principal terms of the agreement are subject to
continuing negotiation and it is not certain that an agreement
will be reached. The failure to obtain such an agreement may have
a material adverse impact on the Trust's financial position,
results of operations and cash flows.

Atlas Cold Storage is Canada's largest and North America's second
largest integrated temperature-controlled distribution network.
Trust units and convertible debentures are listed on the Toronto
Stock Exchange (under FZR.UN and FZR.DB, respectively).


AURORA FOODS: Court Okays Potter Anderson as Committee's Counsel
----------------------------------------------------------------
On December 19, 2003, the Official Committee of Unsecured
Creditors, appointed in the Aurora Foods Debtors' bankruptcy
proceedings, voted to retain Potter, Anderson & Corroon LLP as
counsel under a general retainer.  The Committee selected Potter
Anderson because of the firm's considerable experience in
bankruptcy matters and other areas of law, ancillary to the
Debtors' bankruptcy filings.  

Specifically, Potter Anderson will:

   (a) assist and advise the Committee in its consultation with
       the Debtors or a trustee relative to the administration of
       the Debtors' Chapter 11 cases;

   (b) attend to meetings and negotiate with the representatives
       of the Debtors or a trustee;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (d) assist the Committee in connection with the plan of        
       reorganization filed in the Chapter 11 cases, or the
       formulation, review, analysis, and negotiation of any
       other plan of reorganization that may be filed, and to
       assist the Committee in the formulation, review, analysis,
       and negotiation of the applicable disclosure statement
       accompanying any plan of reorganization;

   (e) assist the Committee in the review, analysis, and
       negotiation of any financing agreements;

   (f) take all necessary action to protect and preserve the
       interests of the Committee, including the prosecution of
       actions on their behalf, negotiations concerning all
       litigation in which the Debtors are involved, and review
       and analysis of all claims filed against the Debtors'
       estates;

   (g) prepare on the Committee's behalf, all necessary
       motions, applications, answers, orders, and papers in
       support of positions taken by the Committee;

   (h) appear before the Court, the Appellate Courts, and the
       United States Trustee, and protect the interests of the      
       Committee before the Courts and the U.S. Trustee; and

   (i) perform all other necessary legal services.

Potter Anderson's professionals will be compensated according to
its ordinary and customary hourly rates:

         Laurie Selber Silverstein         $475
         Scott E. Waxman                    450
         John F. Grossbauer                 405
         William A. Hazeltine               350
         Elihu Ezekiel Allinson, III        225
         Barbara Micun Sitaras (paralegal)  135
         Beth Muspratt (clerk)               55
         C. Sue Atkins (clerk)               55

Usual and necessary expenses -- which includes telephone and
facsimile charges, mail and express mail charges, special or hand
delivery charges, photocopying charges, travel expenses, expenses
for working meals, computerized research, transcription costs,
and non-ordinary overhead expenses -- will be reimbursed.

Potter Anderson provided services to an Ad Hoc Committee
commencing October 16, 2003.  Potter Anderson's services
continued during the gap period from the Petition Date until
December 18, 2003.  All the Ad Hoc Committee members were
appointed into the Official Committee of Unsecured Creditors.

Laurie Selber Silverstein, a partner at Potter Anderson,
discloses that in connection with a prepetition engagement, the
firm received $100,000 as retainer for services rendered to the
Ad Hoc Committee.  The firm was also paid for services rendered
through December 7, 2003.  The amount remaining of the retainer
after certain billings is $92,460.  An oversight was discovered
wherein two of Potter Anderson's billing statements reflected a
reduction of the retainer as payment.  The funds were not
actually transferred from Potter Anderson's trust account to its
general account until December 24, 2003.

Ms. Silverstein says that any charges that have not yet been
applied to the retainer will be applied when identified.  The
remaining retainer will be applied to fees and expenses accrued
and incurred postpetition.

Accordingly, Judge Walrath authorized the Committee to retain
Potter Anderson as its counsel, nunc pro tunc to December 18,
2003.

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Sally McDonald Henry, Esq., and
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP provide Aurora with legal counsel, and David Y. Ying at Miller
Buckfire Lewis Ying & Co., LLP provides financial advisory
services. (Aurora Foods Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


AURORA FOODS: Plan Confirmation Hearing Set for Feb. 17, 2004
-------------------------------------------------------------
On January 9, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved the Disclosure Statement prepared by Aurora
Foods Inc., and its debtor-affiliates to explain their Chapter 11
Joint Reorganization Plan. The Court found that the Disclosure
Statement contains the right kind and amount of information needed
for creditors to make informed decisions whether to accept or
reject the Plan.

The Plan is now in creditors' hands and they are making those
decisions.

To be counted, ballots to accept or reject the Plan must be
received by the Debtors' claims agent, Bankruptcy Services LLC
before 5:00 p.m. on Feb. 9, 2004. Claims must be addressed to:

        Bankruptcy Services LLC
        757 Third Avenue
        3rd Floor
        New York, NY 10017

The Honorable Mary F. Walrath sets a hearing to consider the
confirmation of the Debtors' Plan for Feb. 17, at 12:30 p.m., or
as soon thereafter as Counsel can be heard.

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Sally McDonald Henry, Esq., and
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP provide Aurora with legal counsel, and David Y. Ying at Miller
Buckfire Lewis Ying & Co., LLP provides financial advisory
services.


AVAYA INC: CommScope Acquires Connectivity Solutions Business
-------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) completed the acquisition of the
Connectivity Solutions business of Avaya, Inc. (NYSE: AV), except
for certain international operations that are expected to be
completed later this year.

The acquisition was effective January 31, 2004.

The transaction creates a unique combination of global leaders in
connectivity solutions for enterprise applications and cable for
Hybrid Fiber Coaxial applications. The strategic acquisition also
expands CommScope's leadership position in the "last mile" of
telecommunications.

"We are thrilled to begin a new chapter in the history of industry
leaders and telecom pioneers," said Frank M. Drendel, CommScope
Chairman and Chief Executive Officer. "We believe this combination
creates significant opportunities for synergy and innovation and
will provide value to our customers and business partners.

"SYSTIMAX(R) Solutions, our new enterprise connectivity company,
is already recognized as the global leader in its field," Drendel
added. "We intend to build on its tradition of excellence by
bringing complementary technologies and renewed commitment to its
business. We are also proud to announce the new CommScope Carrier
Solutions(TM) group that will provide cabinets, cable and
apparatus solutions to telecommunications service providers."

The total consideration for the ACS business was adjusted to
reflect a higher cash payment, fewer shares of CommScope common
stock and a lower level of assumed liabilities by CommScope than
previously announced. The total purchase price consists of $250
million in cash, subject to post-closing adjustments, and
approximately 1.8 million shares of CommScope common stock. At the
time that the agreement between CommScope and Avaya was announced
on October 27, 2003, those shares were valued at $22.9 million,
and at the close of business on January 30, 2004 they were valued
at $32.8 million. In addition, CommScope will assume up to $65
million of specified liabilities, primarily related to employee
benefits.

The cash portion of the purchase price consists of $150 million
from CommScope's existing cash balances and $100 million from
borrowing under a new 5-year $185 million senior secured credit
facility. The new credit facility, which replaces CommScope's
previous credit facility, is comprised of a $75 million term loan
and a $110 million revolving credit facility, and was underwritten
and arranged by Wachovia Securities. CommScope had approximately
$206 million in cash and cash equivalents on its balance sheet as
of December 31, 2003. The company plans to release fourth quarter
2003 results on February 19, 2004.

CommScope (NYSE: CTV) -- http://www.commscope.com/-- is a world  
leader in the design and manufacture of "last mile" cable and
connectivity solutions for communication networks. We are the
global leader in structured cabling systems for business
enterprise applications and the world's largest manufacturer of
coaxial cable for Hybrid Fiber Coaxial (HFC) applications. Backed
by strong research and development, CommScope combines technical
expertise and proprietary technology with global manufacturing
capability to provide customers with high-performance wired or
wireless cabling solutions from the central office to the home.

Avaya Inc. (S&P, B+ Corporate Credit Rating) designs, builds and
manages communications networks for more than 1 million businesses
worldwide, including 90 percent of the FORTUNE 500(R).  Focused on
businesses large to small, Avaya is a world leader in secure and
reliable Internet Protocol (IP) telephony systems and
communications software applications and services.  Driving the
convergence of voice and data communications with business
applications -- and distinguished by comprehensive worldwide
services -- Avaya helps customers leverage existing and new
networks to achieve superior business results.  For more
information visit the Avaya Web site at http://www.avaya.com/


BETHLEHEM STEEL: Settles Claims Dispute with St. Paul and ORI
-------------------------------------------------------------
Old Republic Insurance Company issued certain Workers'
Compensation and Employers' Liability insurance policies to
certain of the Bethlehem Steel Debtors for the periods beginning
August 8, 1997 through August 22, 2002.

With respect to the Policies, the Debtors and ORI entered into a
Program Agreement on August 8, 1997.  Before the Petition Date,
St. Paul Medical Liability Insurance Company issued a $10,772,111
Financial Guaranty Bond -- Bond No. JZ742900 -- on the Debtors'
behalf, for the benefit of ORI to support the Debtors'
obligations under the ORI Program Agreement in respect of the
Policies.

Before the Petition Date, St. Paul Medical, together with St.
Paul Fire and Marine Insurance Company, issued these additional
surety bonds on the Debtors' behalf, which secured various
obligations of the Debtors to the obligees named under the Surety
Bonds:

   * Workers' Compensation Surety Bond -- Bond No. JY766101 --
     issued by St. Paul Fire, on behalf of the Debtors and
     various other Debtor entities, for the benefit of the Bureau
     of Workers' Compensation of the Department of Labor and
     Industry of the Commonwealth of Pennsylvania, in
     the original penal sum of $21,000,000;

   * Workers' Compensation Surety Bond -- Bond No. KA354601 --
     issued by St. Paul Fire, on behalf of Bethlehem, BethEnergy
     Mines, Inc. and The Manufacturers Water Co., for the benefit
     of the Pennsylvania DOL, in the original penal sum of
     $25,000,000;

   * Workers' Compensation Surety Bond -- Bond No. KD463801 --
     issued by St. Paul Fire, on behalf of BethEnergy Mines,
     Inc., for the benefit of the Kentucky Department of Workers
     Claims, in the original penal sum of $5,060,109;

   * Workers' Compensation Surety Bond -- Bond No. KD399086 --
     issued by St. Paul Fire, on behalf of Bethlehem, for the
     benefit of the Commonwealth of Massachusetts, in the
     original penal sum of $2,500,000;

   * Longshore & Workers' Compensation Act Surety Bond -- Bond
     No. KA322101 -- issued by St. Paul Fire, on behalf of
     Bethlehem and Interocean Shipping Co., for the benefit of
     the United States of America, in the original penal sum
     of $16,000,000; and

   * Department of Transportation Performance Bond -- Bond No.
     SC923300 -- issued by St. Paul Fire and St. Paul Medical,
     on behalf of BethEnergy Mines, Inc., for the benefit of the
     Commonwealth of Pennsylvania, Department of Transportation,
     in the original penal sum of $10,000.

As an inducement for St. Paul Fire and St. Paul Medical to issue
the Surety Bonds, the Debtors executed a General Indemnity
Agreement, dated August 20, 1998, in favor of St. Paul Fire and
certain of its affiliates, pursuant to which the Debtors are
obligated to:

    "[i]ndemnify [St. Paul Fire] and save it harmless from all
    loss and expense, including reasonable attorney fees,
    incurred by [St. Paul Fire] by reason of having executed any
    bond(s)"

St. Paul Fire and St. Paul Medical have asserted various claims
against the Debtors with respect to the Surety Bonds, including:

    (i) a $2,157,058 administrative expense claim; and

   (ii) a $65,032,616 general unsecured claim.

St. Paul Fire has also claimed entitlement to supersedeas or
other refund payments, if any, that have been made or may be made
by any local, state, or government agency, with respect to any
workers' compensation claims that were or are covered by one or
more of the Surety Bonds.  ORI, on the other hand, has asserted
various claims against the Debtors in unliquidated amounts with
respect to the ORI Program Agreement and the Policies.  The
Debtors have objected to all of the claims asserted by St. Paul
Fire, St. Paul Medical and ORI.

To avoid the expense and time of further litigation, the Debtors,
St. Paul Fire, St. Paul Medical and ORI engaged in arm's-length
negotiations to settle the disputes relating to the ORI Program
Agreement, the Policies, the Financial Guaranty Bond, as well as
the various claims asserted against the Debtors.

The parties stipulate and agree that:

   (a) St. Paul Fire and St. Paul Medical will have an allowed
       Administrative Expense Claim against the Debtors for
       $2,157,058, and an allowed General Unsecured Claim for
       $10,182,320.  Both Claims will be in full, final and
       complete satisfaction of any and all claims that St. Paul
       Fire and St. Paul Medical have or may have against the
       Debtors with respect to the Surety Bonds and the ORI
       Assigned Claims -- the claims or causes of action that ORI
       may have or acquired against the Debtors under the ORI
       Program Agreement and the Policies;

   (b) St. Paul Fire and St. Paul Medical's Administrative
       Expense Claim will be treated as an Allowed Administrative
       Expense Claim under the Plan and all payments with
       respect to the Claim will be made in cash, in the full
       amount of the allowed claim, in accordance with the terms
       of the Debtors' confirmed Plan.  Similarly, the Allowed
       General Unsecured Claim will be treated as a Class 3
       Allowed General Unsecured Claim under the Plan and all
       payments with respect to the Claim will also be made
       in accordance with the terms of the Debtors' confirmed
       Plan;

   (c) St. Paul Fire and St. Paul Medical will have all right,
       title, and interest to any supersedeas or other refund
       payments, if any, to which the Debtors would otherwise be
       entitled, to the extent the payments have not, as yet,
       been made or remitted to the Debtors by any local, state,
       or government agency with respect to any workers'
       compensation claims that were, or are, covered by one or
       more of the Surety Bonds;

   (d) With the exception of St. Paul Fire and St. Paul Medical's
       obligations herein provided, the Debtors release and
       forever discharge St. Paul Fire and St. Paul Medical from
       liability for all claims and causes of actions of any   
       nature whatsoever, provided that the release will not
       apply to any avoidance actions that have been or may be
       brought pursuant to Sections 544, 547, 548, 549 or 550 of
       the Bankruptcy Code.

       St. Paul Fire and St. Paul Medical expressly reserve any
       and all objections, defenses and claims that they have or
       may have with respect to any avoidance actions.  Nothing
       is intended to, or will create or expand any rights that
       the Debtors would not otherwise have, if these provisions
       have not been executed with respect to asserting any
       avoidance actions, including, but not limited to, the
       running of any applicable statute of limitations;

   (e) With the exception of the Debtors' obligations set forth,
       St. Paul Fire and St. Paul Medical release and forever
       discharge each of the Debtors and their affiliates, from
       liability for all claims and causes of action of any
       nature whatsoever, provided that the release is not
       intended to, nor should it be deemed to, relate to or
       apply to any claims that St. Paul Fire and St. Paul
       Medical might have against the Debtors, arising out of, or
       related to the UMWA Bond.

       The UMWA Bond or the United Mine Workers Surety Bond --
       Bond No. KA283801 -- was issued by St. Paul Fire and St.
       Paul Medical on behalf of BethEnergy Mines, Inc., for the
       benefit of the Trustees of the UMWA 1992 Benefit Plan, in
       the original penal sum of $40,932,612.

       St. Paul Fire and St. Paul Medical expressly reserve any
       and all claims, rights and causes of action that it has or
       may have against the Debtors, whether administrative,
       priority or general unsecured claims, arising out of or
       related to the UMWA Bond, including, without limitation,
       claims based on rights of subrogation, indemnification or
       reimbursement.  The Debtors expressly reserve any and all
       objections, defenses and claims that they have or may have
       with respect UMWA Bond;

   (f) These proofs of claim filed by St. Paul Fire and St. Paul
       Medical in the names of other entities will be deemed
       automatically withdrawn:

       -- Claim No. 4940 filed in the name of the United States
          Department of Labor;

       -- Claim No. 4941 filed in the name of the United States
          of America;

       -- Claim No. 4942 filed in the name of Department of
          Workers' Compensation, State of Kentucky;

       -- Claim No. 4945 filed in the name of the Commonwealth of
          Massachusetts;

       -- Claim No. 4937, 4938 and 4939 filed in the name of the
          Commonwealth of Pennsylvania; and

       -- Claim No. 4946 filed in the name of ORI.

       Additionally, Claim Nos. 5115 to 5137 filed by ORI against
       the Debtors will be deemed automatically withdrawn;

   (g) Any and all of ORI's claims of any nature whatsoever
       against the Debtors are automatically deemed assigned and
       transferred to St. Paul Medical pursuant to these terms
       without further action by any party; and

   (h) These provisions will be interpreted and governed by the
       laws of the State of New York, without regard to
       principles of conflicts of law.  In the event that this
       is deemed unenforceable in any judicial, arbitration or
       governmental proceeding, the remaining provisions will
       remain in full force and effect.

Judge Lifland promptly approves the stipulation in its entirety.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was 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).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  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 obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on
Dec. 31, 2003. (Bethlehem Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


BOMBARDIER CAPITAL: Fitch Takes Rating Actions on Various Notes
---------------------------------------------------------------
Fitch Ratings has performed a review of the Bombardier Capital
Mortgage, Inc. manufactured housing transactions. Five classes
were affirmed and 26 classes were downgraded. The rating actions
are a result of the poor performance of the underlying collateral.
BCI entered the manufactured housing retail lending industry in
1997, expecting to leverage on relationships developed through
their dealer inventory financing. In September 2001, BCI exited
the lending business, but continues to service the loans from a
center in Jacksonville, Florida. Since 2001, Fitch has taken
numerous negative rating actions on the portfolio. A combination
of underwriting and servicing problems have resulted in the
highest cumulative losses of any MH issuer.

BCI provided additional credit support in the form of a letter of
credit for all Fitch-rated transactions except the 1999-B and
2000-A transactions.

Based on the review, the following rating actions have been taken:

Series 1998-A:

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

Series 1998-B:

        -- Class A is downgraded to 'AA-' from 'AAA';
        -- Class M-1 is downgraded to 'BB-' from 'BBB';
        -- Class M-2 is downgraded to 'CCC' from 'B'.

Series 1998-C:

        -- Class A is downgraded to 'AA' from 'AAA';
        -- Class M-1 is downgraded to 'BBB-' from 'A-';
        -- Class M-2 is downgraded to 'BB-' from 'BBB-';
        -- Class B-1 is downgraded to 'CCC' from 'B'.

Series 1999-B:

        -- Classes A-1A & A-1B - A-6 are downgraded to 'B-' from
             'BBB+';
        -- Class M-1 is downgraded to 'CCC' from 'B';

Series 2000-A:

        -- Classes A-1 - A-5 are downgraded to 'B-' from 'BBB+';
        -- Class M-1 is downgraded to 'CCC' from 'B-'.

Series 2001-A:

        -- Class A is downgraded to 'AA-' from 'AAA';
        -- Class M-1 is downgraded to 'BBB' from 'AA';
        -- Class M-2 is downgraded to 'B-' from 'BBB-';
        -- Class B-1 is downgraded to 'CCC' from 'B-'.


CALL-NET ENTERPRISES: Will Publish 2003 Annual Results on Feb. 25
-----------------------------------------------------------------
Call-Net Enterprises Inc. (TSX:FON, FON.B) will be releasing its
year-end financial and operating results before the markets open
on Wednesday, February 25, 2004.

The Company will host a teleconference call and webcast for the
same day. Bill Linton, president and chief executive officer and
Roy Graydon, executive vice president and chief financial officer
will participate in the call.

    Date:              Wednesday, February 25, 2004
    Time:              1:00 pm ET
    Access Number:     416-695-5259 or toll free 1-800-769-8320
    Webcast:           http://www.callnet.ca/or  
                       http://www.newswire.ca/en/webcast/
    Confirmation:      T478199S
    Replay:            416-695-5275 or toll free 1-866-518-1010
                       until March 3, 2004
                       Audio webcast will be archived at
                       http://www.callnet.ca/

To participate in the conference call, please call the access
number ten minutes prior to the scheduled start time and request
Call-Net's year-end and fourth quarter earnings teleconference. If
you require assistance during the conference call, you can reach
an operator by pressing '0'.

Call-Net Enterprises Inc. (S&P, B/Negative, LT Corporate Rating)
is a leading Canadian integrated communications solutions provider
of local and long distance voice services as well as data,
networking solutions and online services to households and
businesses. It provides services primarily through its wholly-
owned subsidiary, Sprint Canada Inc. Call-Net Enterprises and
Sprint Canada are headquartered in Toronto and own and operate an
extensive national fibre network with over 134 co-locations in
nine Canadian metropolitan markets.


CITIGROUP MORTGAGE: Fitch Rates Cl. B-4 & B-5 Notes at Low-B Level
------------------------------------------------------------------
Citigroup Mortgage Loan Trust Inc. $426.6 million mortgage pass-
through certificates, series 2004-HYB1 classes A-1, IO-1, A-2, A-
3-1, A-3-2, IO-3-1, IO-3-2, A-4-1, A-4-2, and R (senior
certificates) are rated 'AAA'. The class B-1 certificates ($7.4
million) are rated 'AA', the class B-2 ($4.9 million) are rated
'A', the class B-3 certificates ($2.5 million) are rated 'BBB',
the privately offered class B-4 certificates ($1.8 million) are
rated 'BB', the privately offered class B-5 certificates
($891,000) are rated 'B', and the privately offered class B-6
certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.30%
subordination provided by the 1.65% class B-1 certificates, the
1.10% class B-2 certificates, the 0.55% class B-3 certificates,
the 0.40% privately offered class B-4 certificates, the 0.20%
privately offered class B-5 certificates and the 0.40% privately
offered class B-6 certificates. The ratings on the class B-1, B-2,
B-3, B-4, and B-5 certificates are based on their respective
subordination.

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, the primary
servicing capabilities of Countrywide Home Loans Servicing LP
which is rated 'RPS1' by Fitch.

The trust will contain 1,018 conventional, adjustable rate
mortgage loans secured by first liens on one-to-four family
residential properties with an aggregate principal balance of
$449,168,509. The mortgage loans will be divided into four loan
groups, loan group I, loan group II, loan group III and loan group
IV. All the mortgage loans were originated by Countrywide Home
Loans, Inc, and were then acquired directly by Citigroup Global
Markets Realty Corp.

Group I consists of 198 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$50,084,373. Each of the mortgage loans are indexed off the six-
month LIBOR, and all of the loans pay interest only for a period
of 10 years, with principal and interest payments beginning
thereafter. The average principal balance of the loans in this
pool is approximately $252,951. The mortgage pool has a weighted
average original loan-to-value ratio (OLTV) of 74.02%. Rate/Term
and cash-out refinance loans account for 44.44% and 18.24% of the
pool, respectively. The weighted average FICO score is 727. The
states with the largest concentrations are California (22.29%),
Arizona (15.76%), Georgia (12.82%), and Colorado (6.47%).

Group II consists of 197 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$99,733,772. The loans have an initial fixed interest rate period
of three years, thereafter the interest rate will adjust annually
based on the One-Year LIBOR. Approximately 59.57% of the loans in
Group II have interest-only terms for three years, with principal
and interest payments beginning thereafter. The average principal
balance of the loans in this pool is approximately $506,263. The
mortgage pool has a weighted average OLTV of 73.73%. Rate/Term and
cash-out refinance loans account for 22.64% and 12.0% of the pool,
respectively. The weighted average FICO score is 724. The states
with the largest concentrations are California (51.19%), Florida
(7.05%), Colorado (5.69%), and Massachusetts (5.11%).

Group III consists of 521 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$248,485,203. The loans have an initial fixed interest rate period
of five years, thereafter the interest rate will adjust annually
based on the One-Year LIBOR. Approximately 52.78% of the loans in
Group III have interest-only terms for five years, with principal
and interest payments beginning thereafter. The average principal
balance of the loans in this pool is approximately $476,939. The
mortgage pool has a weighted average OLTV of 75.13%. Rate/Term and
cash-out refinance loans account for 20.95% and 6.97% of the pool,
respectively. The weighted average FICO score is 718. The states
with the largest concentrations are California (66.66%), Florida
(3.60%), and Nevada (2.93%).

Group IV consists of 102 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$50,865,160. The loans have an initial fixed interest rate period
of seven years, thereafter the interest rate will adjust annually
based on the One-Year LIBOR. Approximately 44.44% of the loans in
Group IV have interest-only terms for seven years, with principal
and interest payments beginning thereafter. The average principal
balance of the loans in this pool is approximately $498,678. The
mortgage pool has a weighted average OLTV of 73.15%. Rate/Term and
cash-out refinance loans account for 19.87% and 3.8% of the pool,
respectively. The weighted average FICO score is 728. The states
with the largest concentrations are California (65.35%),
Massachusetts (7.60%), and New York (5.08%).

U.S. Bank National Association will serve as trustee. Citigroup
Mortgage Loan Trust Inc., a special purpose corporation, deposited
the loans in the trust which issued the certificates. For federal
income tax purposes, an election will be made to treat the trust
as multiple real estate mortgage investment conduits.


COGENTRIX ENERGY: S&P Assigns BB+ Rating to Credit Facilities
-------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB+' rating and
its '1' recovery rating to Cogentrix Energy Inc.'s senior secured
credit facilities, which include a $63 million revolving credit
facility due 2007 and $215 million term loan B facility due 2009.

The '1' recovery rating reflects a high expectation for recovery
of principal. The bank loans are rated two notches above
Cogentrix's 'BB-' corporate credit rating.

Cogentrix is a medium-size independent power producer with
ownership in 3,349 MW of generation capacity across 26 generating
facilities.

Standard & Poor's bank loan analysis incorporates the secured
facility's priority status and a Standard & Poor's stressed value
to loan ratio of more than two times. The bank loan's security
package includes first claim on project dividends as well as any
proceeds from asset divesture or monetization. The value to loan
ratio was calculated assuming only the value of its contractual
cash flow. Any value derived from selling the turbines or
additional value generated from asset monetization would only
further bolster the value to loan coverage.

Goldman Sachs' recent acquisition of Cogentrix is expected to
bring a strategic change in the company's operating approach.
Prior to the acquisition, Cogentrix's business model was based on
its ability to secure long-term contracts through greenfield
development and extract value through efficient and reliable plant
operations. Under Goldman's ownership, the focus will continue to
be operational excellence and cost reduction, while at the same
time seeking to restructure and monetize existing contracts.
Cogentrix is unlikely to develop more power projects under
Goldman's ownership.

The change in business model has a mixed effect on Cogentrix's
credit profile. On one hand, halting development activities will
reduce the risk of troubled investments, among the likes of its
projects that have contracts with NEG and Dynegy. On the other
hand, if the company divests or monetizes a significant portion of
its assets, Cogentrix's credit quality could rise or fall,
depending on the remaining value of the assets compared with the
remaining debt outstanding.

Cogentrix's solid operational performance and secured stream of
contractual cash flow provide rating support. The rating
incorporates the expectation that proceeds from asset sales or
contract monetization will be used to pay down a proportionate
amount of debt consistent with a 'BB-' corporate credit rating.


COMMAND POST: Directors Bradlow, Collier and Nobrega Step Down
--------------------------------------------------------------
Command Post and Transfer Corporation announced that John Bradlow,
Ian Collier and Michael Nobrega have resigned as directors. Mary
Ellen Carlyle previously resigned from the board effective as of
December 31, 2003.

Command continues to experience financial challenges in light of a
very difficult film and television production market. Although new
projects recently obtained by the company have been encouraging
and cash flow from operations has been meeting Command's working
capital requirements to date, management projects that Command
will be in default of its secured loan agreement with its bankers
shortly unless additional cash is injected into the company or a
solution is agreed to with Command's bankers. Negotiations have
begun in an attempt to remedy this situation.

Command is Canada's largest full service post-production and
special effects company and is an industry leading provider of
audio, video and film post-production services. Founded in 1986 as
a provider of post-production services in Toronto, Ontario,
Command currently services the North American and European
entertainment industry through its various facilities located in
Toronto, Ontario, Vancouver, British Columbia and Hollywood,
California.

The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.


COMMUNITY HEALTH: Signs-Up Moore Landrey as Bankruptcy Counsel
--------------------------------------------------------------
Community Health Care Foundation, Inc., sought and obtained
approval from the U.S. Bankruptcy Court for the Eastern District
of Texas to employ and retain Floyd A. Landrey of Moore Landrey,
LLP in its chapter 11 case.

The Debtor requires the services of Moore Landrey to perform all
legal services and other professional services as well.

Moore Landrey will bill the Debtor at its current hourly rates of:

          Partners              $200 per hour
          Associates            $175 per hour
          Legal Assistants      $65 per hour

Headquartered in Groves, Texas, Community Health Care Foundation,
Inc., doing business as Doctors Hospital filed for chapter 11
protection on November 14, 2003 (Bankr. E.D. Tex. Case No.
03-11710).  Floyd A. Landrey, Esq., at Moore Landrey, L.L.P.,
represents the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$4,000,278 in total assets and $36,817,977 in total debts.


CONTINENTAL AIRLINES: January 2004 Traffic Climbs 8.5%
------------------------------------------------------
Continental Airlines (NYSE: CAL) reported a record January
systemwide mainline load factor of 71.4 percent, 3.5 points above
last year's January load factor.  

In addition, the airline had a record January domestic mainline
load factor of 69.5 percent, 1.8 points above January 2003, and a
record international mainline load factor of 74.1 percent, 5.8
points above January 2003.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 79.9 percent and a
systemwide mainline completion factor of 99.3 percent.

In January 2004, Continental flew 4.8 billion mainline revenue
passenger miles (RPMs) and 6.7 billion mainline available seat
miles (ASMs) systemwide, resulting in a traffic increase of 8.5
percent and a capacity increase of 3.2 percent as compared to
January 2003.  Domestic mainline traffic was 2.7 billion RPMs in
January 2004, up 5.1 percent from January 2003, and domestic
mainline capacity was 3.9 billion ASMs, up 2.3 percent from
January 2003.

Systemwide January 2004 passenger revenue per available seat mile
(RASM) is estimated to have increased between 0.5 and 1.5 percent
compared to January 2003.  For December 2003, RASM increased 1.7
percent as compared to December 2002.

Continental's regional operations (Continental Express) set a
record January load factor of 61.3 percent, 4.9 points above last
year's January load factor.  Regional RPMs were 470.0 million and
regional ASMs were 766.9 million in January 2004, resulting in a
traffic increase of 43.4 percent and a capacity increase of 31.9
percent versus January 2003.

Continental Airlines (S&P, B Corporate Credit Rating, Stable
Outlook) is the world's seventh-largest airline with more than
2,200 daily departures to 127 domestic and 96 international
destinations throughout the Americas, Europe and Asia.  With
42,000 mainline employees, the airline has hubs serving New York,
Houston, Cleveland and Guam, and carries approximately 41 million
passengers per year.  Fortune ranks Continental one of the 100
Best Companies to Work For in America, highest among major U.S.
carriers in the quality of its service and products, and No. 2 on
its list of Most Admired Global Airlines.  For more company
information, visit http://www.continental.com/     


DAYTON SUPERIOR: Completes $80 Million Sr. Secured Credit Facility
------------------------------------------------------------------
Dayton Superior entered into an $80 million senior secured
revolving credit facility with General Electric Capital
Corporation and General Motors Acceptance Corporation.

This credit facility refinanced Dayton Superior's existing $50
million revolving credit facility and will provide the Company
with substantial liquidity to manage its business and future
growth opportunities. The facility has no financial covenants.
Availability of borrowings is subject to a borrowing base
calculation.

Stephen R. Morrey, Dayton Superior's President and Chief Executive
Officer said, "The additional liquidity provided by the new
revolving credit facility will allow us significant flexibility in
managing our business and evaluating future growth opportunities.
We are very excited with our partnership with GE Capital and GMAC
and look forward to a long-term relationship."

Dayton Superior Corporation (S&P, B Corporate Credit Rating,
Negative Outlook) is the largest North American manufacturer and
distributor of metal accessories and forms used in concrete
construction and metal accessories used in masonry construction
and has an expanding construction chemicals business. The
Company's products, which are marketed under the Dayton
Superior(R), Dayton/Richmond(R), Symons(R), American Highway
Technology(R) and Dur-O-Wal(R) names, among others, are used
primarily in two segments of the construction industry: non-
residential buildings and infrastructure construction projects.


DELTA AIR LINES: Offering of $325 Million Convertible Senior Notes
------------------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced the offering of $325 million
principal amount of its 2-7/8% Convertible Senior Notes to a
qualified institutional buyer pursuant to Rule 144A under the
Securities Act of 1933, as amended.

The sale of the notes is expected to close on Feb. 6, 2004.

Delta has granted the initial purchaser of the notes an option to
purchase up to an additional $65 million principal amount of the
notes.

Each note will be convertible into Delta common stock at a
conversion price of approximately $13.59 per share (equal to an
initial conversion rate of approximately 73.6106 shares per $1,000
principal amount of notes), subject to adjustment in certain
circumstances. Holders of the notes may convert their notes only
if (i) the price of Delta's common stock reaches a specified
threshold; (ii) the trading price for the notes falls below
certain thresholds; (iii) the notes have been called for
redemption; or (iv) specified corporate transactions occur.

Delta may redeem all or some of the notes for cash at any time on
or after Feb. 21, 2009, at a redemption price equal to the
principal amount of the notes plus any accrued and unpaid interest
to the redemption date. Holders may require Delta to repurchase
the notes on Feb. 18 of 2009, 2014 and 2019, or in other specified
circumstances, at a repurchase price equal to the principal amount
due plus any accrued and unpaid interest to the repurchase date.

Delta expects to use the net proceeds from the offering for
general corporate purposes.

The notes being offered and the common stock issuable upon
conversion of the notes have not been 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, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.

At December 31, 2003, Delta Air Lines' balance sheet shows a total
shareholders' equity deficit of about $862 million.


DEUTSCHE FIN'L: Fitch Rates Classes B-1 & M at Junk & Low-B Levels
------------------------------------------------------------------
Fitch Ratings has performed a review of the Deutsche Financial
Capital manufactured housing transactions. Based on the review,
Fitch has taken the following rating actions:

Series 1997-I:

        -- Classes A-3 - A-6 affirmed at 'AAA';
        -- Class M downgraded to 'A-' from 'AA';
        -- Class B-1 downgraded to 'CC' from 'CCC'.

Series 1998-I:

        -- Classes A-2 - A-7 downgraded to 'AA-' from 'AAA';
        -- Class M downgraded to 'BB-' from 'A+'.

DFC was a joint venture of Deutsche Financial Services Corporation
and Oakwood Acceptance Corporation. Contracts included in the
transactions are serviced by OAC, a wholly owned subsidiary of
Oakwood Homes Corporation which filed for Chapter 11 bankruptcy on
Nov. 15, 2002. In late 2003, Oakwood announced substantially all
of its assets would be acquired by Clayton Homes, Inc. Founded in
1946, Oakwood Homes has been one of the largest manufacturers and
retailers of manufactured homes.


DII INDUSTRIES: Asks Court to OK Proposed Solicitation Protocol
---------------------------------------------------------------
The DII Industries, LLC, and Kellogg, Brown & Root Debtors'
solicitation process began on September 25, 2003, by the overnight
transmission of a copy of their Original Plan and Disclosure
Statement, including all exhibits, together with two Master
Ballots designed for voting for Class 4 and Class 6 Claims, to the
counsel of record representing individual asbestos and silica-
related personal injury claimants.  The ballots clearly stated
that completed ballots had to be received by the Debtors'
Balloting Agent, The Trumbull Group, L.L.C. by 4 p.m. on November
5, 2003 to be counted.  An estimated 550 attorneys received these
First Attorney Solicitation Packages.

According to Michael G. Zanic, Esq., at Kirkpatrick & Lockhart
LLP, in Pittsburgh, Pennsylvania, in addition to the First
Attorney Solicitation Packages, solicitation packages were
distributed directly to 336,000 Class 4 Asbestos Unsecured PI
Trust Claimants and Class 6 Silica Unsecured PI Trust Claimants.
These Individual Solicitation Packages included:

   * an Original Disclosure Statement;

   * an individual ballot for voting a Class 4 Claim or a Class 6
     Claim depending on whether the Claimant's injury was
     allegedly caused by exposure to asbestos or silica;

   * a pre-addressed envelope to return the Individual Ballots;
     and, in some instances; and

   * a letter from the Claimant's legal counsel regarding the
     Debtors' Original Plan.

Mr. Zanic states that 38 law firms opted to include a letter to
their clients in the Individual Solicitation Packages.  In
addition, 2,000 entities who had previously conducted business
with one or more of the Debtors or other related parties, and may
have indemnification or contribution claims against one or more
of the Debtors, were served with Indirect Claim Solicitation
Packages, which included:

   * an Original Disclosure Statement;

   * both a Class 4 and Class 6 Indirect Claim Ballot; and

   * a pre-addressed envelope to return the Indirect Claim  
     Ballot.

In connection with the process of attempting to settle with the
legal counsel representing individuals with asbestos and silica
related personal injuries they allegedly caused, the Debtors
asked for and received the names and addresses of these Class 4
and Class 6 claimants.  However, a small number of attorneys
refused to provide the Debtors or Trumbull with the addresses of
their clients, averring that they have powers of attorney
permitting them to vote on the Plan on behalf of the Claimants
and that the transmittal of the Disclosure Statement and Plan
directly to their clients was confusing and unnecessary.  As a
result, clients of these lawyers did not directly receive
Individual Solicitation Packages from the Debtors

The First Individual Solicitation Packages were mailed by the
Debtors, first class mail postage prepaid, between September 25,
2003 and October 4, 2003.  In an additional effort to ensure that
all individuals and counsel representing clients with asbestos or
silica-related personal-injury claims were extended the
opportunity to request Solicitation Packages, the Debtors
published notices of their solicitation in the October 2003 issue
of Mealey's Silica Litigation Report, the October 17, 2003 issues
of Mealey's Emerging Toxic Torts Report, the October 15, 2003
issue of Mealey's Bankruptcy Litigation Report and the October 3,
2003 edition of USA Today.

Mr. Zanic notes that in their effort to further maximize notice
and to ensure that the solicitation process was as transparent as
possible, the Debtors also made the Disclosure Statement
available in electronic format both on the Halliburton public
website and on a special solicitation information website they
maintained.  The Disclosure Statement was also filed by
Halliburton Company with the Securities and Exchange Commission
on Form 8-K and was available to the public on the SEC's website.
Halliburton also publicly announced the commencement of the
solicitation process through a press release disseminated to
national wire services.

On November 14, 2003, in response to their concerns that
the total Qualifying Settled Asbestos PI Trust Claims and
Qualifying Settled Silica PI Trust Claims might exceed the
Aggregate Settled Claims Cap of $2,775,000,000, the Debtors
amended their Original Plan.  The Debtors began distributing the
Supplemental Disclosure Statement, which included the First
Amended Plan and all amended exhibits.

Because the amendments affect holders of Asbestos Unsecured PI
Trust Claims and Silica Unsecured PI Trust Claims, the claimants
were given the opportunity to change their vote if already cast
and given an extended period of time to cast ballots if they had
not yet voted.  If the claimants already cast votes and did not
wish to change their votes, they were not required to do
anything.  The Debtors assumed that they did not wish to change
their vote and have counted their vote accordingly.

The extended deadline for voting or changing one's vote was
December 11, 2003, and the extended deadline is clearly stated on
the new Master Ballots, Individual Ballots and Indirect Claim
Ballots.  Accordingly, claimants and their counsel were given
more than 75 days from receipt of the Debtors' Original
Disclosure Statement to vote, and 23 days to change their votes
after receiving the Supplemental Disclosure Statement.

The Debtors distributed 150,000 copies of the Supplemental
Disclosure Statement and the First Amended Plan.  The
Supplemental Solicitation Packages were sent to counsel of record
by overnight delivery on November 18, 2003.  Over the next three
days, Supplemental Solicitation Packages were sent by first class
mail, postage prepaid, to all claimants known to the Debtors
who had not had ballots cast for them by their counsel pursuant
to powers of attorney as of November 14, 2003, and to the 2,000
entities who had received Indirect Claim Solicitation Packages.
As with the Original Disclosure Statement, the Supplemental
Disclosure Statement also was posted on both Halliburton's public
website and the Debtors' solicitation information website and
filed with the SEC on Form 8-K.  In keeping with the process
outlined in the Disclosure Statement, Halliburton and the Debtors
also announced the extension of the voting deadline and
commencement of the supplemental solicitation in a press release
distributed to the public through national wire service.

The Debtors believe that they have solicited votes on their Plan
from substantially all of the claimants in Class 4 and Class 6,
by their distribution of the First Individual Solicitation
Packages, First Attorney Solicitation Packages and Supplemental
Solicitation Packages to virtually every known attorney
representing a client with asbestos and silica-related personal
injury claims allegedly caused by the Debtors and to the more
than 300,000 claimants with Class 4 and Class 6 Claims whose
attorneys provided their names and addresses to the Debtors.
Inasmuch as every known Class 4 and Class 6 Claimant or their
counsel received a solicitation package, it is possible that all
claimants have, in fact, received the Debtors' Plan and
Disclosure Statement.

Votes received and tabulated to date evidence that there is an
overwhelming acceptance of the Plan by Asbestos Unsecured PI
Trust Claimants and Silica Unsecured PI Trust Claimants, with
more than 98% of the ballots cast in favor of the First Amended
Plan.

The Debtors believe that such acceptances are sufficient under
Sections 1126(b), (c) and (d), and Section 1129 of the Bankruptcy
Code to confirm the Plan and are sufficient under Section 524(g)
to authorize the injunctions set forth in the Plan.

"Because the Plan was accepted overwhelmingly by those who voted,
there is no reason to delay consideration of the Disclosure
Statement, the Solicitation Procedures and the First Amended
Plan," Mr. Zanic says.  Furthermore, Mr. Zanic continues, because
the most sensitive and complex tasks required to effectuate a
successful reorganization -- the negotiation of consensual
agreements with critical creditor constituencies -- have already
been accomplished in advance of the commencement of these
Reorganization Cases, the circumstances weigh heavily in favor of
scheduling the Confirmation Hearing promptly.

At the Debtors' request, the Court approved the manner in which
the Debtors solicited acceptances of the Plan, including the
manner of service and form of Ballot.  

The Court will convene a hearing on May 10, 2004 to consider the
confirmation of the Debtors' Chapter 11 Plan.  The Confirmation
Hearing will be held at 9:00 a.m. before Judge Fitzgerald at the
United States Bankruptcy Court for the Western District of
Pennsylvania, 5490 U.S. Steel Tower, 600 Grant Street, 54th
Floor, in Pittsburgh, Pennsylvania.  The Confirmation Hearing
will continue on May 11 and 12, 2004, as needed, and may be
adjourned from time to time without further notice.

The Debtors will give supplemental notice of the Confirmation
Hearing by causing a copy of the Notice to be published once in
USA Today no later than February 29, 2004.

                Objection Deadline and Procedures

All objections to the adequacy of the Disclosure Statement and
the Solicitation Procedures and confirmation of the Plan must:

   * be in writing;

   * comply with the Bankruptcy Rules and the Rules of the Court;

   * set forth the name of the objector and the nature and amount
     of any claim or interest asserted by the objector against
     the Debtors' estate or property;

   * state with particularity the legal and factual basis for the
     objection; and

   * be filed with the Clerk of the U.S. Bankruptcy Court for the
     Western District of Pennsylvania.

The Objections must be served no later than 6:00 p.m. on
April 23, 2004 on:

   * Michael G. Zanic
     Kirkpatrick & Lockhart LLP,
     Henry W. Oliver Bldg., 535 Smithfield Street,
     Pittsburgh, Pennsylvania 15222
     Facsimile: 412-355-6501;

   * Jeffrey N. Rich
     Kirkpatrick & Lockhart LLP,
     599 Lexington Avenue,
     New York, New York 10022
     Facsimile: 212-536-3901;

   * United States Department of Justice,
     Office of the United States Trustee
     Liberty Center, Suite 970,
     1001 Liberty Avenue,
     Pittsburgh, Pennsylvania 15222
     Facsimile: 412-644-4785;

   * Jack L. Kinzie
     Baker Botts L.L.P.,
     2001 Ross Avenue,
     Dallas, Texas 75201
     Facsimile: 214-661-4727;

   * Elihu Inselbuch
     Caplin & Drysdale, Chtd.,
     399 Park Avenue,
     New York, New York 10022
     Facsimile: 212-644-6755;

   * Peter Van N. Lockwood
     Caplin & Drysdale, Chtd.,
     One Thomas Circle N.W.,
     Washington, D.C. 20005
     Facsimile: 202-429-3301;

   * Eric D. Green
     Resolutions LLC,
     155 Federal Street,
     Boston, Massachusetts 02110
     Facsimile: 617-556-9900;

   * James L. Patton
     Young, Conaway, Stargatt & Taylor, LLP,
     1000 West Street, 17th Floor,
     Wilmington, Delaware 19801
     Facsimile: 302-571-1253; and

   * Meyer, Unkovic & Scott LLP
     1300 Oliver Building, 535 Smithfield Street,
     Pittsburgh, Pennsylvania 15222
     Facsimile: 412-456-2864.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENCOMPASS SERVICES: Federal Has Until Feb. 13 to Amend Claim
------------------------------------------------------------
The Encompass Services Debtors entered into certain postpetition
financing agreements with various surety providers, including
Federal Insurance Company.  To recall, Judge Greendyke issued
Interim and Final Surety Orders on November 26, 2002 and
January 24, 2003, allowing the Debtors to enter into Surety
Agreements with Federal.  The Court declared that the Surety
Agreements were necessary to avoid immediate and irreparable harm
to the Debtors' estates, since the Debtors were unable to obtain
surety credit on more favorable terms.

Pursuant to the Interim and Final Surety Orders, the Debtors
assumed each and every Bonded Contract.  Federal was granted an
administrative class claim for any Surety Loss.  Subsequently,
Federal filed an application for the allowance of its contingent
administrative claim and a request for additional time to amend
its claim.  Federal agreed to voluntarily withdraw its general
unsecured claims, conditioned on the allowance of its contingent
Administrative Expense Claim for $1, with leave to amend its
Claim on or before December 6, 2003.

The Debtors and Federal inked a stipulation, pursuant to which,
Federal's general unsecured claims were withdrawn.  Federal was
allowed an Administrative Claim for $1, the value of which is
contingent on additional Surety Loss that it may incur.  Federal
was also granted up to and including December 6, 2003 to file an
Amended Administrative Expense Claim to assert the full amount of
its liquidated claim or assert an estimated claim.

Since the entry of the Stipulation, however, Federal has incurred
additional Surety Loss.  The projects on which Federal issued
surety bonds have continued to progress, and the total remaining
work on the Bonded Projects have materially reduced by
December 31, 2003.

Federal has asked updated project status reports and other data
relating to the Bonded Projects from the various companies who
purchased the Bonded Contracts.  The requested reports will
reflect the status of the Bonded Contracts as of December 31,
2003.  Federal does not anticipate receiving all of the requested
information until the end of January 2004.

In this regard, the Debtors and Federal agree that it is
appropriate for Federal to have a further extension on the
deadline to amend its Administrative Expense Claim, as well as
leave to amend the Claim.  In a stipulation, the parties agree
that:

   (a) Federal is granted up to and including February 13, 2004
       to file an Amended Administrative Expense Claim to assert
       the full amount of its liquidated claim or assert an
       estimated claim.  Nothing will prevent the Debtors from
       objecting to the Claim once filed; and

   (b) The February 13, 2004 deadline will not be further
       extended absent a showing of good cause by Federal or
       agreement between the parties.

Federal agrees that its Administrative Expense Claim will not
exceed the amount of the collateral pledged by the Debtors
pursuant to the Surety Agreements. (Encompass Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Asks Court to Disallow 83 Claims Totaling $2 Billion
----------------------------------------------------------------
By this objection, the Enron Corporation Debtors ask the Court to
disallow and expunge 83 proofs of claim, totaling at least
$1,933,645,463, that were already settled by Court orders.  Among
these Settled Claims are:

   Claimant                             Claim No.      Amount
   --------                             ---------      ------
   CMS Marketing Services                1761400    $137,544,979
                                         1761500     100,108,420
                                         1761700      26,500,000

   Colonial Energy, Inc.                 1135900       4,409,736

   Detroit Edison Company                1428300       2,159,388

   DTE Energy Trading, Inc.              1428200       1,578,167
                                         1428400       2,270,445

   EOTT Energy Corporation               1326400      35,000,000
                                         1327600      18,200,000
                                         1327700      37,913,973

   EOTT Energy Liquids LP                1402700       9,052,674
                                          201500     540,500,000
                                          201600     540,500,000
                                         1326600       9,052,374
                                         1327400      25,000,000
                                         1327500      25,000,000
                                          201400      75,000,000

   FirstEnergy Solutions                 1760700       8,224,817

   Intesabci S.P.A., New York Branch     1279500     213,090,185

   National Fuel Marketing Co. LLC        612300       3,252,735

   Patina Oil & Gas Corporation           207100       6,936,830

   PSEG Energy Resources & Trade LLC      566700      18,162,207
                                         2244300      14,432,819

   XTO Energy, Inc.                      1603000      23,792,285
                                         2002300      23,792,285
   
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the Court had approved settlement agreements with
the Claimants wherein the parties concluded that no amount is due
to the claims since the Claims has been settled or waived.  In
addition, many of the settlement agreements required the
claimants to withdraw their claims.  The claimants probably
forgot to withdraw their claims, Ms. Gray says.  Thus, to prevent
improper recovery, the 83 Settled Claims should be disallowed and
expunged. (Enron Bankruptcy News, Issue No. 96; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Creditors Committee Sues McMahon to Recoup $1.4 Mil.
----------------------------------------------------------------
Enron Corporation and Enron Industrial Markets LLC made, or
caused to be made, these transfers to Jeffrey McMahon:

   Date               Amount
   ----               ------
   02/01/01         $1,100,000
   11/15/01            300,000

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy LLP,  
in New York, relates that pursuant to Section 547(b) of the  
Bankruptcy Code, the Transfers are avoidable because the  
Transfers:

   (a) were made within one year prior to the Petition Date,  
       wherein the Debtors were considered to be insolvent;

   (b) constitute transfers of interests of the Debtors'
       property;

   (c) were made to, or for the benefit of, a creditor;

   (d) were made on account of an antecedent debt owed to the  
       creditor; and

   (e) enabled Mr. McMahon to receive more than he would have  
       received if:

       -- this case was administered under Chapter 7 of the  
          Bankruptcy Code;

       -- the Transfers were not made; and

       -- Mr. McMahon received payment of the debt to the extent
          provided by the Bankruptcy Code.

As avoidable preferential transfers, Mr. Kirpalani contends that  
the Transfers are recoverable under the purview of Section  
550(a).

In addition, Mr. Kirpalani tells the Court that the Transfers are  
also fraudulent transfers in accordance with Section 548(a)(1)(B)  
since the Debtors received less than reasonably equivalent value
in exchange for some or all of the Transfers.

In the alternative, Mr. Kirpalani asserts that the Transfers  
should be considered fraudulent transfers that may be avoided and  
recovered pursuant to Sections 554 and 550 of the Bankruptcy  
Code, Sections 270 to 281 of the New York Debtor and Creditor Law  
or other applicable law on these additional grounds:

   -- As a direct and proximate result of the Transfers, the
      Debtors and their creditors suffered losses amounting to
      at least the value of the Transfers; and

   -- At the time of the Transfers, there were creditors  
      holding unsecured claims and there were insufficient assets
      to pay the Debtors' liabilities in full.

Accordingly, the Official Committee of Unsecured Creditors, on  
the Debtors' behalf, seeks a Court judgment:

   (a) declaring the avoidance and setting aside of the Transfers
       pursuant to Section 547(b);

   (b) in the alternative, declaring the avoidance and setting  
       aside of the Transfers pursuant to Section 548(a)(1)(B);

   (c) in the alternative, declaring the avoidance and setting  
       aside of the Transfers pursuant to Bankruptcy Code  
       Section 544, New York Debtor and Creditor Law Sections
       270-281 or other applicable law;

   (d) awarding to the Committee an amount equal to the Transfers
       and directing Mr. McMahon to immediately pay the Transfers
       pursuant to Section 550(a), together with interest from
       the date of the Transfers; and

   (e) awarding to the Committee its attorneys' fees, costs and  
       other expenses incurred. (Enron Bankruptcy News, Issue No.
       96; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EXIDE TECHNOLOGIES: Court Extends Removal Period Until March 31
---------------------------------------------------------------
The Exide Technologies Debtors obtained the U.S. Bankruptcy
Court's approval extending further the period within which they
may file notices of removal with respect to civil actions pending
as of the Petition Date, through and including March 31, 2004.  

The Debtors also obtained approval of a request that the March 31,
2004 deadline to remove actions also apply to all matters
specified in Rules 9027(a)(2)(A), (B) and (C) of the Federal Rules
of Bankruptcy Procedure.

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)


FACTORY 2-U: Receives Final Nod for $45 Million DIP Financing
-------------------------------------------------------------
Factory 2-U Stores, Inc. (Pink Sheets: FTUSQ) announced that the
U.S. Bankruptcy Court in Wilmington, Delaware has entered an order
granting final approval for the Company to use the full amount of
the $45 million debtor-in-possession (DIP) financing commitment
provided by The CIT Group/Business Credit, Inc., and GB Retail
Funding, LLC.

The Company intends to utilize the DIP financing commitment to
help fulfill its business obligations during the Chapter 11
process and ensure that its stores are well stocked with quality
merchandise that appeals to its customers. This financing will be
available to supplement the Company's cash flow from its ongoing
195 stores and the expected proceeds from inventory clearance
sales at 44 stores slated for closure as well as the Company's
cash reserves.

Factory 2-U Chief Executive Officer Norman G. Plotkin said, "We
are pleased to have received final Court approval to use the $45
million DIP credit facility. This commitment provides added
assurance to our vendors and other business partners that we
expect to have ample liquidity to meet all of the Company's post-
filing trade obligations in full and under normal conditions."

"Equally important, [Mon]day's Court approval underscores the fact
that our reorganization proceedings are moving forward
productively and smoothly. We remain committed to working closely
with our creditors, improving our financial and operational
performance across our continuing store base and emerging from the
Chapter 11 process well-positioned for future success."

Factory 2-U voluntarily filed a petition to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on January 13, 2004, in
order to implement a comprehensive operational and financial
restructuring of its business. The Company is continuing normal
operations.

Factory 2-U Stores, Inc. operates 239 "Factory 2-U" off-price
retail stores which sell branded casual apparel for the family, as
well as selected domestics and household merchandise at prices
which generally are significantly lower than the prices offered by
its discount competitors. The Company currently operates 32 stores
in Arizona, 1 store in Arkansas, 64 stores in southern California,
63 stores in northern California, 1 store in Idaho, 8 stores in
Nevada, 9 stores in New Mexico, 1 store in Oklahoma, 14 stores in
Oregon, 33 stores in Texas, and 13 stores in Washington. As
previously announced, the Company plans to close 44 stores in
early 2004.

  
FMC CORP: Fourth-Quarter 2003 Results Show Weaker Performance
-------------------------------------------------------------
FMC Corporation (NYSE: FMC) reported net income or $0.18 per share
on a diluted basis versus $0.26 per diluted share in the fourth
quarter of 2002.  

Fourth quarter 2003 net income included restructuring and other
charges and an environmental charge to discontinued operations
that totaled $0.58 per diluted share.  Fourth quarter 2002 net
income included restructuring and other charges and an  
environmental charge to discontinued operations that totaled $0.36
per diluted share. Excluding these restructuring and other charges
and on a continuing operations basis, fourth quarter 2003 earnings
were $0.76 per share on a diluted basis versus $0.62 per diluted
share in the fourth quarter of 2002.  Fourth quarter revenue of
$506.9 million was up 10 percent as compared with $459.7 million
in the year-earlier quarter.

Fourth quarter 2003 net income of $6.3 million included after-tax
restructuring and other charges of $7.6 million relating largely
to the Astaris joint venture, and an after-tax environmental
charge to discontinued operations of $13.3 million.  Fourth
quarter 2002 net income of $9.4 million included after-tax
restructuring and other charges of $9.6 million related primarily
to Industrial Chemicals and an environmental after-tax charge to
discontinued operations of $3.3 million.

According to William G. Walter, FMC chairman, president and chief
executive officer: "We ended the year on a strong note, exceeding
our fourth quarter expectations.  Agricultural Products delivered
significant growth as a result of strong demand in Brazil and
Europe as well as our efforts to focus on higher value products.  
The Industrial Chemicals team took actions to position itself for
a substantial turnaround driven primarily by Astaris'
restructuring as well as by improvement in domestic selling
prices.  Lastly, we reduced net debt by $47 million versus year-
end 2002."

Revenue in Agricultural Products was $182.8 million, an increase
of 30 percent from the prior-year quarter.  A significant rebound
in Brazil across all product lines, strong demand in Europe and
modest growth in all other regions drove the year-over-year
increase in sales.  Segment earnings before interest and taxes of
$25.4 million were up 36 percent from the fourth quarter of 2002
due to higher sales.

Revenue in Specialty Chemicals was $124.5 million, flat with the
prior-year quarter.  In the BioPolymer business, higher sales of
microcrystalline cellulose into the pharmaceutical market and the
favorable impact of foreign currency translation were partially
offset by lower North American sales into the nutritional beverage
market.  In the lithium business, increased sales into the battery
market were more than offset by lower sales into the
pharmaceutical market due to the timing of customer production
campaigns. Segment earnings of $24.4 million were up 3 percent
from the fourth quarter of 2002 due to improved product mix.

Revenue in Industrial Chemicals was $201.4 million, an increase of
4 percent from the prior-year quarter.  Foret drove the overall
increase due to higher peroxygen volumes and prices and favorable
foreign currency translation.  The alkali business also had higher
sales due to increased soda ash exports, partially offset by lower
export selling prices.  In the domestic peroxygens business,
weaker hydrogen peroxide volumes to the pulp market resulted in
lower sales despite the benefit of higher hydrogen peroxide
selling prices.  Segment earnings of $8.8 million were down $7.2
million from the fourth quarter of 2002.  Lower affiliate earnings
at Astaris, increased freight costs for soda ash and higher energy
costs drove the decline in earnings.

Corporate expense of $11.1 million was up from $7.7 million in the
fourth quarter of 2002 due largely to timing.  Other income of
$9.3 million was $4.1 million higher than the year-earlier quarter
due primarily to the impact of favorable foreign currency.  
Interest expense, net, was $20.5 million, down from interest
expense of $23.5 million in the prior-year period due to lower
debt levels.  On December 31, 2003, gross consolidated debt was
$1,050.2 million and debt, net of cash, was $856.3 million.  For
the quarter, depreciation and amortization was $31.9 million, and
capital expenditures were $27.8 million.

                       Full-Year Results

Revenue of $1,921.4 million was up 4 percent as compared with
$1,852.9 million in the prior year.  Net income of $26.5 million
decreased from $65.8 million in the year earlier period.  Current-
year net income included after-tax restructuring and other charges
of $27.7 million related primarily to restructuring in Industrial
Chemicals, and an after-tax environmental charge to discontinued
operations of $13.3 million.  Prior-year net income included
after-tax restructuring and other charges of $18.4 million also
related primarily to restructuring in Industrial Chemicals, and an
after-tax environmental charge to discontinued operations of $3.3
million.

Revenue in Agricultural Products was $640.1 million, an increase
of 4 percent from the prior year.  Strong sales throughout Latin
America and Europe more than offset weaker North American sales
resulting from lower-than-average pest pressure.  Increased sales
also benefited from efforts to focus on higher-value, proprietary
products and a stronger euro.  Segment earnings were $82.0
million, up 18 percent from the prior year due to higher sales,
improved product mix and lower production costs.

Revenue in Specialty Chemicals was $515.8 million, an increase of
6 percent from the prior year.  Higher BioPolymer and lithium
sales into the pharmaceutical market, increased lithium sales into
the battery market and the favorable impact of foreign currency
translation were partially offset by lower BioPolymer sales in the
nutritional beverage segment.  Segment earnings were $102.1
million, an increase of 14 percent from the prior year due to
higher sales, favorable foreign currency translation and improved
productivity.

Revenue in Industrial Chemicals was $770.6 million, an increase of
2 percent from the prior year.  Higher peroxygen prices and
favorable foreign currency translation at Foret were partially
offset by the unfavorable impacts of lower soda ash export prices
and weaker domestic hydrogen peroxide volumes to the pulp market.  
Segment earnings of $34.0 million were down $37.6 million from the
prior year.  Lower segment earnings were largely the result of
weaker affiliate earnings from Astaris as well as lower alkali and
domestic peroxygen sales.  Weaker affiliate earnings from Astaris
were primarily the result of the absence of a power resale
contract and decreased selling prices.

Corporate expense of $37.3 million was up from $35.6 million in
2002 due primarily to higher insurance costs.  Other income of
$3.9 million was $4.3 million higher than the year-earlier quarter
due largely to the impact of foreign currency and LIFO.  Interest
expense, net, was $92.2 million, up from interest expense of $71.6
million in the prior year period.  For the year, depreciation and
amortization was $124.6 million, and capital expenditures were
$87.0 million.

                          Outlook

Regarding outlook and guidance, Walter added: "Throughout 2004, we
will continue to pursue our objectives of realizing operating
leverage, creating greater financial flexibility and focusing the
portfolio on higher growth businesses.  We expect these efforts to
result in full-year 2004 earnings before restructuring and other
charges of between $2.40 and $2.60 per diluted share, an increase
of over 25 percent versus 2003 earnings on the same basis.
Continued growth in Specialty Chemicals and Agricultural Products,
stronger earnings in Industrial Chemicals due largely to the
Astaris restructuring and lower interest expense will all
contribute to this expected performance. Furthermore, we
anticipate another year of positive free cash flow generation that
we will use to further reduce net debt."

Walter added: "Like 2003, we expect the year to get off to a slow
start. The seasonality of our Agricultural Products business, the
backend-loaded nature of savings resulting from the Astaris
restructuring and the timing of pharmaceutical campaigns in our
Specialty business should collectively result in a first quarter
that is relatively flat on an earnings basis with the first
quarter of 2003."

The Company has provided additional details concerning this
earnings release on the web at http://ir.fmc.com/including:  
details on the 2004 earnings outlook, available on the Conference
Call page; reconciliations of non-GAAP figures to the nearest
available GAAP term, also available the Conference Call page; and
definitions of non-GAAP terms, located in the Glossary of
Financial Terms.

FMC Corporation (S&P, BB+ $300 Million Senior Secured Notes
Rating, Negative) is a diversified chemical company serving
agricultural, industrial and consumer markets globally for more
than a century with innovative solutions, applications and quality
products.  The company employs approximately 5,500 people
throughout the world.  FMC Corporation divides its businesses into
three segments: Agricultural Products, Specialty Chemicals and
Industrial Chemicals.


FOOD SERVICE CONCEPTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Food Service Concepts International, Inc.
        aka Food Service Concepts
        fka HRJS, Inc.
        2919 Merrell Road
        Dallas, Texas 75229
        Tel: 214-351-2100

Bankruptcy Case No.: 04-31157

Type of Business: The Debtor a full service general contractor
                  and a food service equipment dealer.

Chapter 11 Petition Date: January 31, 2004

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Rosa R. Orenstein, Esq.
                  Orenstein and Associates
                  325 North Saint Paul, Suite 2340
                  Dallas, TX 75201
                  Tel: 214-757-9191

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


G+G RETAIL INC: S&P Further Junks Debt Ratings at CC from CCC
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on G+G
Retail Inc. to 'CC' from 'CCC'. The outlook is negative. As of
Nov. 1, 2003, G+G had about $111 million of funded debt
outstanding.

"The downgrade is based on G+G's announcement that the company has
reached an agreement in principle with bondholders to exchange the
company's 11% senior notes due 2006 and outstanding preferred
stock of G&G Holdings for new common stock of the company," said
credit analyst Ana Lai. "Because terms of the exchange call for
bondholders to receive patently less than par value, Standard &
4Poor's views the debt restructuring transaction to the detriment
of bondholders." Upon completion of the exchange, expected by the
end of March 2004, the ratings will be lowered to 'D', even though
no legal default will have occurred.

G+G's operating performance has been very weak, with a sharp
decline in same-store sales of 13.8% for the nine months ended
Nov. 1, 2003. A significant decline in average selling price,
increased markdowns to clear inventory, and a poorly received
merchandising mix contributed to the company's poor operating
performance. As a result, G+G suffered operating losses of about
$16.4 million for the nine months ended Nov. 1, 2003, compared
with operating income of $3.5 million a year ago.

G+G also announced the refinancing of its existing $30 million
revolving credit facility with a new $50 million senior secured
facility. Although the refinancing of the existing credit facility
alleviates some liquidity concerns, G+G's liquidity remains
constrained due to significant operating losses. In addition,
Standard & Poor's believes that it will be difficult for the
company to improve operating performance in the near term due to
the intense competition and significant fashion risk in the teen
apparel segment.


GADZOOKS INC: Files for Bankruptcy Protection in N.D. of Texas
--------------------------------------------------------------
Gadzooks, Inc. (Nasdaq: GADZ) filed for bankruptcy protection
early Tuesday morning in the Northern District of Texas.

This move was necessary in order to provide time to complete the
reorganization of its core business around 252 stores chosen to
strengthen its market position in the junior apparel business. In
addition to 31 stores currently being liquidated, approximately
125 additional stores will be liquidated in the coming weeks. In
addition to the store closings, approximately 65 corporate and
field overhead positions will be eliminated to streamline the cost
structure of the company.

"We regret that this action was necessary after so many years of
successful results," commented Jerry Szczepanski, Chairman and
Chief Executive Officer of Gadzooks, "but our transition to an
all-girl format now requires us to concentrate our resources on
the continuing improvement of our concept."

Carol Greer, Interim President and Chief Merchandising Officer,
further commented, "We are excited about the progress of our
concept, and we expect good results through our spring season as
we focus on our core destination apparel businesses and swimwear,
appealing to the fashion-conscious junior customer."

Gadzooks has reached an agreement in principle with its primary
secured lender, Wells Fargo Retail Finance LLC, to provide a DIP
financing package, subject to final documentation.

Dallas-based Gadzooks is a specialty retailer of casual clothing,
accessories and shoes for 16-22-year-old females. Gadzooks
currently operates 410 stores in 41 states.


GADZOOKS INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gadzooks, Inc.
        4121 International Parkway
        Carrollton, Texas 75007

Bankruptcy Case No.: 04-31486

Type of Business: The Debtor is a mall-based specialty retailer
                  providing casual apparel and related
                  accessories for youngsters, between the ages
                  of 14 and 18. It offers its products in five
                  categories: Juniors, Young Mens, Accessories,
                  Unisex T-shirts and Footwear.
                  See http://www.gadzooks.com/

Chapter 11 Petition Date: February 3, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsels: Charles R. Gibbs, Esq.
                   Keith Miles Aurzada, Esq.
                   Akin Gump Strauss Hauer & Feld, LLP
                   1700 Pacific Avenue, Suite 4100
                   Dallas, TX 75201
                   Tel: 214-969-2800
                   Fax: 214-969-4343

Total Assets: $84,570,641

Total Debts:  $42,519,551

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Liberty Acorn Fund            Subordinated Debt       $6,000,000
227 West Monroe, Suite 3000
Chicago, IL 60606

Evergreen Special Values      Subordinated Debt       $4,000,000
Fund
23rd Floor, 200 Berkeley St.
Boston, MA 02116

Provident Premier Master      Subordinated Debt       $2,700,000
Fund Ltd.
294 Grove Lane East, Ste 280
Wayzata, MN 55391

Simon Property Group          Rent                    $1,342,984
115 W. Washington St.
Indianapolis, IN 46204

General Growth                Rent                    $1,216,719
110 North Wacker Dr.
Chicago, IL 60606

Von Dutch Originals           Trade Debt              $1,000,177
7521 Melrose Ave.
Los Angeles, CA 90046

Craig Hallum                  Subordinated Debt       $1,000,000
222 South Ninth St, Ste 350
Minneapolis, MN 55402

Quicksilver                   Trade Debt                $845,107
dba: Roxy, Raisin, Radio Fiji
P.O. Box 514350
Los Angeles, CA 90051-4350

Excel Canada- US Cust- OP60   Trade Debt                $778,917
80 Jutland Road
Toronto, Ontario
Canada, M8Z2H1

CBL                           Rent                      $584,815
CBL Center
2030 Hamilton Place Blvd.
Chattanoga, TN 37421-8662

Westfield                     Trade Debt                $477,406
11601 Whilshire Blvd.
12th Floor
Los Angeles, CA 90025-1748

Rouse                         Trade Debt                $330,862
10275 Little Patuxent Prkwy.
Columbia, Maryland 21044-3456

Hot Kiss                      Trade Debt                $330,673
1475 Long Beach Ave.
Los Angeles, CA 90021

Glimcher                      Trade Debt                $208,947

N.T.F. Inc/LILI-Rose          Trade Debt                $207,464

Macerich                      Trade Debt                $197,037

Taubman                       Trade Debt                $186,929

Majco Apparel, Inc.           Trade Debt                $180,698

Cobian Soulwear               Trade Debt                $178,469

Preit-Rubin                   Trade Debt                $175,451


GARDEN RIDGE: Files for Chapter 11 Reorganization in Delaware
-------------------------------------------------------------
Garden Ridge Corporation and its subsidiaries have filed to
reorganize under Chapter 11 of the U.S. Bankruptcy Code with the
primary goal of renegotiating certain of its store lease
agreements and certain other arrangements.

The Company filed its petition with the U.S. Bankruptcy Court for
the District of Delaware.

Over the last nine months, Garden Ridge has successfully
implemented initiatives designed to improve profitability and
return to a merchant-driven strategy which emphasizes a wide
variety of home decor and crafts, a breadth of selection within
each category and savings. Jack Lewis, who had been a part of the
Company's leadership for much of the 1990s, returned to Garden
Ridge as President and Chief Merchandise Officer in April 2003.

The Company said that it has been achieving improving results,
with same store sales increasing 5.4 percent in December 2003 and
2.6 percent in January 2004. However, based on an extensive
analysis of its lease agreements, the Company believes that it is
paying significantly over-market rates at several stores, which
has affected the profitability of those stores and the overall
liquidity of the Company. Chapter 11 provides Garden Ridge with
the vehicle to improve liquidity and reject uneconomic leases.

Jack Lewis, President and Chief Merchandising Officer, said,
"Since returning to Garden Ridge in April, we have been refocusing
the stores on what they do best: providing our customers with a
unique shopping experience, an extensive and distinctive
assortment of home decor and crafts and great savings. Recently,
we have seen the positive results of our efforts through an
overall improvement in same-store sales. However, these results
are offset by the fact that many of our store lease agreements
simply are not economical. They are above market rate or extremely
lengthy in duration, or do not match our traditional and
historically successful profile. In order to continue our growth,
we must address this issue."

In conjunction with its filing, the Company has arranged
commitments for up to $70 million in debtor-in-possession
financing from Bank of America, subject to Court approval.
Combined with normal cash flow, the DIP financing provides
sufficient liquidity to continue normal operations. Garden Ridge
will pay post-petition vendors in the normal course of business
and has requested and expects to receive court permission to
continue to pay employee salaries, wages and benefits as usual.

Additionally, the Company said that its primary shareholder, Three
Cities Research, is in discussions regarding an additional
investment in Garden Ridge.

Lewis added, "Our investors and lenders recognize that we have a
fundamentally sound business plan. Because our restructuring is
focused primarily on renegotiating our store lease agreements, we
expect to successfully emerge from Chapter 11 in 90 to 120 days."

"Garden Ridge is fortunate to have a very large and loyal customer
base. We've listened to what our customers want, and we are
pleased to offer them the largest assortment of merchandise we've
ever had, and we are ready to provide our shoppers the experience
they have come to expect from Garden Ridge. On behalf of all
Garden Ridge employees around the country, I want to thank our
customers for their continued patronage."

                      Four Locations to Close

Garden Ridge said that it would seek to close four stores which do
not fit its strategy in the next 45 days. The stores to be closed
are: Kirby, Federal and Humble in the Houston metro area and the
store in Cincinnati.

The Company said that it could close select additional stores
during the course of its reorganization proceedings. However, the
Company said that it is committed to reopening stores in every
market it is in today, and enter new markets as well, providing it
can find stores that fit its profile and negotiate fair market
lease terms. Garden Ridge is now actively soliciting new landlords
to find prospective sites to open new locations and continue to
serve its customers.

                        Case Information

The Company has retained Paul, Weiss, Rifkind, Wharton & Garrison
LLP as its restructuring counsel. Jefferies & Company, Inc. is the
Company's financial advisor.

The following entities filed Chapter 11 petitions: Garden Ridge
Corporation, Garden Ridge Investments, Inc., Garden Ridge
Management, Inc., Garden Ridge Finance Corporation, and Garden
Ridge, L.P.

Garden Ridge is a privately-held home decor retailer with 44
stores in 13 Midwest and Southeast states. For more information,
please visit the Company's Web site at http://www.gradenridge.com/


GARDEN RIDGE CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Garden Ridge Corporation
             19411 Atrium Place, Suite 170
             Houston, Texas 77084

Bankruptcy Case No.: 04-10324

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Garden Ridge Management, Inc.              04-10323
     Garden Ridge Investments, Inc.             04-10325
     Garden Ridge Finance Corporation           04-10326
     Garden Ridge, L.P.                         04-10327

Type of Business: The Debtor is a megastore home decor retailer
                  that offers decorating accessories like
                  baskets, candles, crafts, home accents,
                  housewares, party supplies, pictures and
                  frames, pottery, seasonal items, and silk and
                  dried flowers. The company operates more than
                  40 stores, located off major highways in 13
                  states. See http://gardenridge.com/

Chapter 11 Petition Date: February 2, 2004

Court: District of Delaware

Judge: Louis H. Kornreich

Debtors' Counsel: Joseph M. Barry, Esq.
                  Young Conaway Stargatt & Taylor LLP
                  The Brandywine Building
                  17th Floor, 1000 West Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Garden Ridge Corporation     $50 M to $100 M    $50 M to $100 M
Garden Ridge Management,     $0 to $50,000      $50 M to $100 M
  Inc.
Garden Ridge Investments,    $0 to $50,000      More than $100 M
  Inc.
Garden Ridge Finance         More than $100 M   $50 M to $100 M
  Corporation
Garden Ridge, L.P.           More than $100 M   More than $100 M

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Fogarty Klein Monroe          Trade                   $2,841,652
P.O. Box 201321
Dallas, TX 75320-1321

Meridian IQ/Megasys, Inc.     Trade                   $1,901,570
21819 Network Place
Chicago, IL 60601-1218

Newspaper Services of         Trade                   $1,402,269
America
3025 Highland
Parkway, Suite 700
Downers Grove, IL 60515

Victory Land Group, Inc.      Trade                     $483,691
1375 Mitchell Blvd.
Schumburg, IL 60193

John Hancock Life Insurance   Landlord                  $480,702
Co.
200 Clarendon Street
Boston, MA 02117

Metro DFW No. 7, L.P.         Landlord                  $464,510
Hillwood Investment
Properties
5430 LBJ Freeway, Suite 800
Dallas, TX 75240

Austin-HF LTD                 Landlord                  $388,408
55 Waugh Dr. #1111
Houston, TX 77007

Wal-Mart Stores, Inc.         Landlord                  $369,344
2001 S. East 10th St.
Bentonville, AR 72716-0550

First United Leasing Corp.    Landlord                  $363,227
1400 West Main
Durant, OK 74701

AHNC Atrium Holdings, L.P.    Landlord                  $360,695
c/o Foothill Capital Corp.
2450 Colorado Ave, #3000
West Santa Monica, CA 90404

C&W Ranches, Ltd              Landlord                  $349,826
17969 IH 35 North
Schertz, TX 78154

Amscan Inc.                   Trade                     $343,933
80 Grasslands
Elsford, NY 10523

Wachovia Securities           Landlord                  $343,041
8739 Research Drive
Charlotte, NC 28288

Carwood LP                    Landlord                  $320,815
1624 Larkfield Ave.
Westlake Village
CA 91362

Allstate Floral & Craft, Inc  Trade                     $318,234
14038 Park Place
Cerritos, CA 90703

Bolger 39 Associates          Landlord                  $314,753
c/o Block & Co., Inc.
605 W. 47th Street
Kansas City, MO 64112

Humble Garden, LLC            Landlord                  $312,478
3134 H Street
Eureka, CA 95503

Framecrafters                 Trade                     $310,840
1410 Campbell
Houston, TX 77055

Fremont Investment & Loan     Landlord                  $310,249
175 N. Riverside Dr.
Anaheim, CA 92808

Starlight Sugarland LP        Landlord                  $309,624
c/o The Sinay Company LLC
1801 Century Park East #2101
Los Angeles, CA 90067


GCI INC: S&P Rates $200 Million Senior Notes Due 2014 at B+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
proposed $200 million senior notes due 2014 to be issued by
Anchorage, Alaska-based telecommunications and cable television
service provider GCI Inc. These unsecured notes, to be issued
under Rule 144A with registration rights, will refinance the $180
million 9.75% senior notes due 2007.

Simultaneously, Standard & Poor's affirmed its outstanding ratings
on GCI, including the 'BB' corporate credit rating. The outlook
remains negative.

The rating on the proposed notes is two notches below the
corporate credit rating because of the substantial amount of
obligations, which include $170 million of bank debt and $50
million of payables and accrued liabilities that rank ahead of
these notes. Pro forma for the refinancing, total debt was about
$415 million ($460 million after adjusting for operating leases)
at Sept. 30, 2003.

"GCI has a substantial degree of business risk that results from a
significant exposure to the highly competitive telecommunications
business, modest market size, and lack of geographical diversity,"
said Standard & Poor's credit analyst Michael Tsao. "Partially
mitigating this business risk are a well-positioned cable
television business and a fairly moderate financial risk profile."

GCI primarily provides telecommunications and cable services in
Alaska. In telecommunications, the company has been providing
long-distance service since 1982 and local service since 1997
through a combination of owned facilities (switches and undersea
fiber links) and leased local loops. It has acquired significant
market share due to aggressive marketing and use of bundled
services. The cable television business is the dominant provider
of video and broadband services in Alaska. Future growth in this
business will likely come from greater penetration of cable modem
and digital cable services, and the introduction of cable
telephony over the longer term.

GCI has adequate liquidity given that it does not have significant
debt maturities through 2007 and is projected to generate free
cash flows. The company had about $11 million of cash at Sept. 30,
2003. This and the $50 million revolver provide some cushion
against execution risks. GCI has a degree of headroom under all
bank covenants despite the total leverage and senior secured
leverage covenants becoming more restrictive annually.


GEAC COMPUTER: Granted Okay to List on NASDAQ National Market
-------------------------------------------------------------
Geac Computer Corporation Limited (TSX: GAC) has been granted a
listing on the NASDAQ National Market and trades under the ticker
symbol "GEAC".

Trading commenced yesterday, and Geac will continue to list its
common shares on the Toronto Stock Exchange under the ticker
symbol "GAC." Merrill Lynch, CIBC World Markets and BMO Nesbitt
Burns will be the initial market makers in the United States.

Commenting on the U.S. listing, Charles S. Jones, President and
CEO of Geac said: "With approximately half of our revenue coming
from the United States and with the current interest in our
company there, this listing is a natural step for Geac. A NASDAQ
listing will significantly enhance the ability of U.S. investors
to consider us. We also expect that this will increase our profile
with our important U.S. customer base."

Geac began reporting its financial results in U.S. dollars as of
the quarter ended July 31, 2003. The Company reported revenue in
fiscal year 2003 of US$405 million.

Geac (TSX: GAC) is a global enterprise software company for
Business Performance Management, providing customers worldwide
with the core financial and operational solutions and services to
improve their business performance in real time. Further
information is available at http://www.geac.com/

The company's October 31, 2003, balance sheet reports a working
capital deficit of about $105 million.


GENCORP: Unit's Problems Prompts S&P to Cut Credit Rating to BB-
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on GenCorp
Inc., including lowering the corporate credit rating to 'BB-' from
'BB', and removed the ratings from CreditWatch, where they were
placed on Jan. 12, 2004. The outlook is stable.

Sacramento, California-based GenCorp, whose major businesses are
in propulsion, automotive sealing systems, and fine chemicals, has
approximately $540 million in debt outstanding.

"The downgrade reflects expectations of a weak financial profile
in 2004 as a result of problems at GenCorp's GDX Automotive unit
and higher pension expense," said Standard & Poor's credit analyst
Christopher DeNicolo.

GDX is a leading provider of automotive vehicle sealing systems
and accounts for around 65% of GenCorp's revenues. GenCorp has
taken actions to improve profitability at GDX, including replacing
management and closing a plant in France to reduce overcapacity.
However, the benefits of these steps are unlikely to be fully
realized in 2004. Also, further reductions in capacity may be
necessary to restore acceptable profitability. In addition,
although GenCorp's defined benefit pension plan remains fully
funded, the amortization of losses sustained in prior years is
likely to result in a fairly large non-cash pension expense in
2004, putting further pressure on earnings.

In addition to GDX, the company has two other segments: aerospace
and defense (Aerojet), and an operation that manufactures chemical
intermediates used in pharmaceuticals (Fine Chemicals). GenCorp
also holds substantial real estate, subject to environmental
restrictions, in varying stages of remediation and qualification
for commercial development.

Financial ratios are expected to deteriorate further in 2004
because of higher pension expense and weak profitability at GDX.

Liquidity is expected to be sufficient for operational needs,
capital expenditures, and modest near term debt maturities.
Contingent environmental liabilities, although significant, are
expected to be manageable financially because of agreements with
U.S. government agencies and potential reimbursement from
insurers.


GEO SPECIALTY: Misses 10-1/8% Bond Interest Payment Due February 2
------------------------------------------------------------------
GEO Specialty Chemicals, Inc., did not make the interest payment
due February 2 on its 10-1/8% senior subordinated notes.  

This commences a 30-day grace period during which the company will
need to make the interest payment in order to avoid an event of
default under its various financing agreements.

With respect to the company's position, George P. Ahearn,
President and Chief Executive Officer of GEO stated, "We very much
regret the current situation but we remain hopeful that the long
term effect of this step will be to increase the company's value
and benefit all interested parties."  Ahearn said that the Company
would continue to operate with its existing cash resources and
cash flow from operations while it negotiates with its equity
sources, bank group and other stakeholders and explores its
strategic options. Although it is intended that these discussions
will be conducted on a consensual basis, there can be no assurance
that an agreement will ultimately be reached.

William P. Eckman, Chief Financial Officer of GEO, added, "This
development does not affect our immediate ability to pay our
employees or vendors or fill orders and serve our customers."  He
further commented, "All of GEO's lines of business are continuing
to operate and are delivering high quality products and services
to customers as usual."  The company continues to be on current
terms with its trade creditors and currently has adequate
liquidity to pay in a timely manner its operating and trade-
related obligations in the ordinary course.

The company has engaged CIBC World Markets to advise it with
respect to evaluating strategic and financial options.

GEO is a global manufacturer of specialty chemicals serving the
water-treatment, rubber and plastics, coating, construction, opto-
electronics and compound semiconductor industries. GEO has
seventeen plants in the USA, and two plants in Europe.


GEORGIA-PACIFIC: Board Declares Regular Quarterly Dividend
----------------------------------------------------------
Georgia-Pacific Corp.'s (NYSE: GP) board of directors approved a
regular quarterly dividend on the company's common stock.

The board approved a dividend of 12.5 cents per share. The
dividend is payable Feb. 23, 2004, to shareholders of record
Feb. 12, 2004.

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/


GERDAU AMERISTEEL: S&P Lowers Rating over Poor Fin'l Performance
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Gerdau Ameristeel Corp. to 'B+' from 'BB-'.

In addition, Standard & Poor's lowered its senior secured bank
loan rating on Gerdau Ameristeel to 'BB-' from 'BB' and lowered
the company's senior unsecured debt rating to 'B' from 'B+'. The
'BB-' rating on the senior secured bank loan is one notch higher
than the corporate credit rating on Gerdau Ameristeel indicating
the high expectation of full recovery of principal in the event of
a default.

The outlook on the company is stable. Total debt for the Tampa,
Florida-based company was $722 million (including operating
leases) at December 2003. Gerdau AmeriSteel is North America's
second-largest minimill with annual capacity of 6.8 million tons.

"The downgrades reflect the company's poor financial performance
owing to significant margin pressures from rapid escalations in
its raw material costs, namely scrap and natural gas, and delays
in realizing expected savings from the integration of its merged
operations," said Standard & Poor's credit analyst Paul Vastola.
"Moreover, despite expected improvements in profitability levels
from recently implemented price increases, the company's credit
measures are expected to remain subpar," he continued.

The ratings on Gerdau AmeriSteel reflect the company's fair
business position in the highly cyclical and intensely competitive
commodity steel market and its very aggressive leverage. Partly
offsetting these factors is a broad product mix, numerous
manufacturing facilities providing geographic diversification, and
implicit support of 67% owner Gerdau S.A.

The company's vertically integrated operations consisting of 11
minimills, 13 scrap recycling facilities, and 26 value-added
downstream fabrication operations, produce rebar, structural
shapes, merchant bar, rod, flat-rolled, and fabricated steel
products. Gerdau AmeriSteel was formed on Oct. 23, 2002, when
AmeriSteel, along with Gerdau S.A.'s other North American
operations, were merged with Co-Steel.


HEALTH CARE REIT: Fourth-Quarter Results Show Slight Improvement
----------------------------------------------------------------
Health Care REIT, Inc. (NYSE:HCN) announced operating results for
its fourth quarter and year ended December 31, 2003. We continue
to meet our financial and operational expectations.

"Our overall performance for 2003 was exceptional," commented
George L. Chapman, chief executive officer of Health Care REIT,
Inc. "We expanded our credit facilities and successfully accessed
the capital markets on several occasions, enabling us to complete
a record $500 million in net investments. Adjusted FFO increased
seven percent over 2002, driving down our adjusted FFO payout
ratio to 81 percent for the fourth quarter. As a result of these
successes, the Board of Directors approved an increase in the
common stock dividend to $0.60 per quarter from $0.585 per quarter
commencing with the May 2004 dividend."

As previously announced, the Board of Directors declared a
dividend for the quarter ended December 31, 2003 of $0.585 per
share. The dividend represents the 131st consecutive dividend
payment. The dividend will be payable February 20, 2004 to
stockholders of record on January 30, 2004.

Net income available to common stockholders totaled $16.9 million,
or $0.34 per diluted share, for the fourth quarter of 2003,
compared with $12.3 million, or $0.31 per diluted share, for the
same period in 2002. Funds from operations totaled $33.2 million,
or $0.66 per diluted share, for the fourth quarter of 2003,
compared with $25.7 million, or $0.64 per diluted share, for the
same period in 2002. Adjusted funds from operations, which
excludes non-cash impairment charges, totaled $36.0 million, or
$0.72 per diluted share, for the fourth quarter of 2003, compared
with $27.5 million, or $0.69 per diluted share, for the same
period in 2002.

Net income available to common stockholders totaled $70.7 million,
or $1.60 per diluted share, for the twelve months ended
December 31, 2003, compared with $55.2 million, or $1.48 per
diluted share, for the same period in 2002. Funds from operations
totaled $119.5 million, or $2.70 per diluted share, for the twelve
months ended December 31, 2003, compared with $96.6 million, or
$2.59 per diluted share, for the same period in 2002. Adjusted
funds from operations, which excludes the non-cash preferred stock
redemption and impairment charges, totaled $125.0 million, or
$2.83 per diluted share, for the twelve months ended December 31,
2003, compared with $98.9 million, or $2.65 per diluted share, for
the same period in 2002.

We had a total outstanding debt balance of $1.0 billion at
December 31, 2003, as compared with $676.3 million at December 31,
2002, and stockholders' equity of $1.1 billion, which represents a
debt to total book capitalization ratio of 47 percent. The debt to
total market capitalization at December 31, 2003 was 34 percent.
Our coverage ratio of EBITDA to interest was 3.50 to 1.00 for the
twelve months ended December 31, 2003.

Expansion of Unsecured Line of Credit. During December 2003 and
January 2004, we expanded our unsecured revolving line of credit
from $225 million to $310 million. The existing bank group, in
conjunction with two new participants, First Tennessee Bank
National Association and LaSalle Bank National Association,
provided the additional capacity.

Dividends for 2004. The Board of Directors approved a new
quarterly dividend rate of $0.60 per share per quarter ($2.40 per
share annually), commencing with the May 2004 dividend, up from
$0.585, the rate during 2003. Our dividend policy is reviewed
annually during the Board of Director's January planning session.
The declaration and payment of quarterly dividends remains subject
to the review and approval of our Board of Directors.

Portfolio Update. Five assisted living facilities stabilized
during the quarter and one assisted living facility in fill-up was
acquired. We ended the quarter with 13 assisted living facilities
remaining in fill-up, representing six percent of revenues. Only
two facilities, representing one percent of revenues, have
occupancy of less than 50 percent. One facility opened in the
third quarter after completion of construction and the other
facility was the new acquisition.

As previously announced, Alterra Healthcare Corporation (Alterra)
filed for Chapter 11 bankruptcy protection on January 23, 2003. A
joint venture between Fortress Investment Group LLC and Emeritus
Corporation was the winning bidder at a bankruptcy auction held on
July 17, 2003. The bankruptcy court confirmed Alterra's plan of
reorganization on November 26, 2003. In connection with
confirmation of Alterra's plan, our master lease was assumed and
the acquisition of Alterra by the Fortress-Emeritus joint venture
was approved. This transaction has closed. Alterra remained
current on rental payments throughout the bankruptcy process and
continues to remain current today.

Also, as previously announced, Doctors Community Health Care
Corporation and its subsidiaries filed for Chapter 11 bankruptcy
protection on November 20, 2002. Pursuant to procedures approved
by the bankruptcy court, the assets of Doctors were the subject of
an auction held on December 10 through December 16, 2003. At the
conclusion of that auction, the debtors' independent director
declared certain members of Doctors' management the winning
bidder. Their bid contemplates a reorganization of Doctors and its
subsidiaries with new equity and debt capitalization. The results
of this auction are subject to bankruptcy court approval, which
the debtors have stated they intend to seek in connection with a
hearing on the confirmation of the debtors' proposed plan of
reorganization. Doctors anticipates that this hearing will occur
in March 2004. Doctors did not make an interest payment for the
twelve months ended December 31, 2003. Although we believe we are
entitled to all accrued but unrecognized interest, we will not
recognize any interest on the loan until confirmation of the
bankruptcy plan.

Supplemental Reporting Measures. FFO stands for funds from
operations, the generally accepted measure of operating
performance for the real estate investment trust industry. EBITDA
stands for earnings before interest, taxes, depreciation and
amortization. We believe that FFO and EBITDA, along with net
income and cash flow provided from operating activities, are
important supplemental measures because they provide investors an
indication of our ability to service debt, to make dividend
payments and to fund other cash needs. We primarily utilize FFO to
measure our payout ratio which represents dividends paid per share
divided by FFO per diluted share. We primarily utilize EBITDA to
measure our interest coverage ratio which represents EBITDA
divided by interest expense.

FFO and EBITDA do not represent net income or cash flow provided
from operating activities as determined in accordance with
generally accepted accounting principles and should not be
considered as alternative measures of profitability or liquidity.
Additionally, FFO and EBITDA, as defined by us, may not be
comparable to similarly entitled items reported by other real
estate investment trusts or other companies.

Recent Accounting Pronouncements. In August, we lowered net income
guidance as a result of the Securities and Exchange Commission
(SEC) clarification of Emerging Issues Task Force (EITF) Topic D-
42. To implement the clarified accounting pronouncement, our 2003
results reflect a reduction in net income available to common
stockholders resulting from a non-cash, non-recurring charge of
$2.79 million, or $0.06 per diluted share, due to the redemption
of our 8.875% Series B Cumulative Redeemable Preferred Stock. The
National Association of Real Estate Investment Trusts (NAREIT) has
issued its recommendation that preferred stock redemption charges
should not be added back to net income in the calculation of FFO.
Although we have adopted this recommendation, we have also
disclosed FFO adjusted for the preferred stock redemption charge
for enhanced clarity.

In October, NAREIT informed its member companies that the SEC is
likely to change its position on certain aspects of the NAREIT FFO
definition, including impairment charges. Previously, the SEC
accepted NAREIT's view that impairment charges are effectively an
early recognition of an expected loss on an impending sale of
property and thus should be excluded from FFO similar to other
gains and losses on sales. However, the SEC's clarified
interpretation is that recurring impairments taken on real
property may not be added back to net income in the calculation of
FFO. Although we have adopted this interpretation, we have also
disclosed FFO adjusted for the impairment charges for enhanced
clarity. This modification of FFO does not impact our net income.

Outlook for 2004. We are revising our 2004 guidance and expect to
report net income available to common stockholders in the range of
$1.68 to $1.73 per diluted share, and FFO in the range of $2.99 to
$3.04 per diluted share. The adjustment to our previous guidance
reflects the anticipated temporary dilution from the excess cash
generated by the $250 million senior notes issued in fourth
quarter 2003. The guidance assumes no change in our forecast for
net investments of $200 million. Additionally, we plan to manage
the company to maintain investment grade status with a capital
structure consistent with our current profile. Please see Exhibit
15 for a reconciliation of the outlook for net income and FFO.

Health Care REIT, Inc. (Fitch, BB+ Outstanding Preferred Share
Rating, Positive Outlook), with headquarters in Toledo, Ohio, is a
real estate investment trust that invests in health care
facilities, primarily skilled nursing and assisted living
facilities. For more information on Health Care REIT, Inc., via
facsimile at no cost, dial 1-800-PRO-INFO and enter the company
code - HCN. More information is available on the Internet at
http://www.hcreit.com/   


HEALTHSOUTH: Elects Steven Berrard & Edward Blechschmidt to Board
-----------------------------------------------------------------
HealthSouth Corp. (OTC Pink Sheets: HLSH) announced the election
of Steven R. Berrard, 49, and Edward A. Blechschmidt, 51, to its
board of directors and to the special committee of its board of
directors, effective January 31, 2004.

Berrard is a former vice chairman, president and chief executive
officer of Blockbuster Entertainment Group, a division of Viacom,
Inc. Blechschmidt is a former chairman and chief executive officer
of Gentiva Health Services and former chief financial officer of
Unisys Corp.

Berrard brings a strong financial and administrative background to
the HealthSouth board of directors. He is co-founder and principal
of New River Capital, a private equity fund that invests in both
public and private companies at different stages of maturity. He
co-founded and worked until 1999 as co-chief executive officer of
AutoNation, Inc., which through its affiliated dealers is the
largest new and used vehicle retailer in the United States. He
also served as vice chairman of Blockbuster Entertainment
Corporation prior to its acquisition by Viacom in 1994.

Florida Governor Jeb Bush appointed Berrard to the board of
directors of North Broward Hospital District, one of the ten
largest public health systems in the United States. He currently
serves on the board of directors of Boca Resorts, Inc. and served
on the board of directors of Birmingham Steel Corp.

Berrard held various finance positions in his career, including
chief financial officer of Blockbuster. He holds an accounting
degree from Florida Atlantic University and has worked as an
auditor for Coopers & Lybrand, LLP

Blechschmidt brings extensive experience across diverse industries
and a strong healthcare, financial and technology background to
the HealthSouth board. Under Blechschmidt's leadership, Gentiva
Health's market valuation more than tripled, and the company was
named to Fortune magazine's prestigious "Fortune 1000" list.

Blechschmidt served as chief executive officer and director of
Olsten Corporation. He also served as president and chief
executive officer of Siemens Nixdorf Americas and Siemens' Pyramid
Technology. Prior to Siemens, he spent more than 20 years with
Unisys Corp., a global provider of information technology and
consulting services. He has chaired Unisys' worldwide corporate
quality council and was a member of the board's ethics committee.
Blechschmidt serves on the boards of directors of Gentiva Health
Services, Inc., Neoforma, Inc., Lionbridge Technologies, Inc., and
Garden Fresh Restaurant Corp.

"Steve and Ed bring extensive financial, administrative, and
healthcare experience to the board," said Joel C. Gordon, acting
HealthSouth chairman of the board. "We are very pleased to have
them join us as new independent directors, and we look forward to
their help in continuing to develop HealthSouth's platform for
future growth and success."

The addition of the two new directors is another step in the board
transition plan announced in December 2003 and a result of the
company's ongoing efforts to bring on more independent directors
and to strengthen the company's governance program.

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com/


INDYMAC MH: Fitch Takes Rating Action on Three Transactions
-----------------------------------------------------------
Following a review of the underlying collateral, Fitch Ratings has
taken rating actions on the following IndyMac Manufactured Housing
Contract pass-through certificates:

Series 1997-1:

        -- Classes A-2 - A-6 are downgraded to 'AA' from 'AAA';
        -- Class M is downgraded to 'CCC' from 'B'.

Series 1998-1:

        -- Classes A-3 - A-5 are downgraded to 'A' from 'AAA';
        -- Class M downgraded to 'CCC' from 'B'.

Series 1998-2:

        -- Classes A-2 - A-4 are downgraded to 'AA' from 'AAA';
        -- Class M-1 is affirmed at 'B';
        -- Class M-2 is affirmed at 'CCC'.

IndyMac began manufactured housing lending in early 1996 and
exited the business in mid 1999, although the company continues to
service its loans. The servicing was previously conducted from its
San Diego manufactured housing headquarters and six manufactured
housing regional service centers located throughout the country.
In 2001, the servicing was centralized in Pasadena in an effort to
leverage the mortgage platform and improve performance. However,
performance has remained poor since the centralization.
Additionally, the lack of dealer relationships (as a result of
exiting the origination business) coupled with the oversupply of
repossessed homes in the marketplace, continues to put significant
pressure on recovery rates.

Since IndyMac exited the manufactured housing lending business,
Fitch has taken numerous rating actions on the company's
manufactured housing bonds. These actions are a result of the
continued poor performance of the underlying manufactured housing
loans in the transactions. The higher than expected losses has led
to the complete depletion of over-collateralization on all three
transactions. As of the January 2004 distribution date, the
cumulative loss percentages on series 1997-1, 1998-1 and 1998-2
are 18.87%, 18.27% and 16.76%, respectively.


IT GROUP: Committee Hires Cross & Simon as Special Counsel
----------------------------------------------------------
As previously reported, the Official Committee of Unsecured
Creditors of The IT Group Debtors obtained the Court's permission
to investigate and prosecute causes of action arising under
Chapter 5 of the Bankruptcy Code, in the Debtors' behalf.  The
Committee is also authorized to investigate and prosecute causes
of action against the Debtors' (a) current and former officers,
directors and accountants; and (b) prepetition advisors, agents
and other professional persons.

However, due to conflicts of interest, White & Case LLP, and The
Bayard Firm PA are unable to represent the Committee in certain
Avoidance Actions.

On January 5, 2004, the Committee engaged Cross & Simon, LLC, as
special counsel, to represent it in matters in which White & Case
has a conflict, including the prosecution of Avoidance Actions.  
By this application, the Committee seeks the Court's authority to
retain Cross & Simon, nunc pro tunc to January 5, 2004.

Jeffrey M. Schlerf, Esq., at The Bayard Firm PA, in Wilmington,
Delaware, explains that it is essential that the Committee retain
Cross & Simon, so that the interests of the constituencies
represented by the Committee will be fully and adequately
protected.  Cross & Simon has already discussed with White & Case
and Bayard a division of responsibilities regarding the
representation of the Committee to avoid duplication of efforts
between their firms.

According to Mr. Schlerf, the members and attorneys of Cross &
Simon have considerable experience, expertise and knowledge in
the field of litigation arising out of and related to
bankruptcies.  Attorneys at Cross & Simon have represented
creditors committees, debtors, and trustees in the prosecution
and defense of major claims in various bankruptcy proceedings in
the District of Delaware.

The Committee believes that Cross & Simon is well qualified in
prosecuting the Avoidance Actions.  The professionals at Cross &
Simon who will be primarily responsible for the services are
partners Richard H. Cross, Jr., who has 6 years of experience in
commercial and bankruptcy litigation; and Christopher P. Simon,
who has 5 years experience in commercial and bankruptcy
litigation.

Both partners have extensive experience litigating adversary
proceedings, including actions to avoid and recover preferential
transfers.

Cross & Simon will be compensated based on its hourly rates:

                 Partners                 $250
                 Associates                220
                 Legal assistants           90

Cross & Simon will also be reimbursed for its necessary, out-of-
pocket expenses.

Christopher P. Simon, a partner at Cross & Simon, assures the
Court that the firm has no connection with, nor any interest
adverse to the Debtors, their creditors, or any other party-in-
interest, or their attorneys or accountants.  Cross & Simon is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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)  


KMART CORP: Trade Creditors Sell Claims Exceeding $12 Million
-------------------------------------------------------------
From September 25, 2003 to January 5, 2004, the Clerk of Court
recorded 140 claim transfers.  GMAC Commercial Mortgage
Corporation transferred 44 claims (against the Kmart Debtors'
Estates) to CRK Partners II, LP.  The Claims aggregate more than
$11,864,034.  The transfers include:

Original Claimant          Transferee                     Amount
-----------------          ----------                     ------
Standard Distributing      Standard Acquisition Inc.    $951,234
Standard Distributing      Standard Acquisition Inc      962,191
JDA Software Group Inc.    KS Capital Partners LP      2,800,000
Great Plains Coca Cola     Contrarian Funds LLC          224,279
Madison Village Shopping   State Street Bank              55,314
United Comb & Novelty Co.  Mellon HBV SPV LLC          2,617,159
WIENM Properties LP        Susco Corporation           3,234,425
WIENM Properties LP        Susan Sandleman               195,451
KM Columbus OH LLC         DLJ 1999-CG2                  823,981
(Kmart Bankruptcy News, Issue No. 68; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LAND O'LAKES: Reports Slight Decline in Year-End 2003 Results
-------------------------------------------------------------
Land O'Lakes, Inc., reported 2003 net earnings of $83.5 million,
as compared to $98.9 million for 2002.  

Company officials indicated that 2002 earnings had been bolstered
by significant gains from vitamin litigation settlements and that,
when those and other one-time gains and losses were factored out,
earnings from operations were substantially improved.  Company
officials credited improved markets, effective cost-reduction
efforts and strong volumes, particularly in branded and
proprietary value-added product lines and businesses, for the
improved performance.

For the fourth quarter, Land O'Lakes reported net earnings of
$40.6 million, as compared to $63.6 million for the fourth quarter
of 2002. Again, 2002 earnings figures were enhanced by vitamin
litigation settlements.

Year-end sales totaled $6.3 billion, an 8-percent increase over
2002 sales of $5.8 billion.  The sales increase was due in part to
the consolidation of MoArk (Land O'Lakes egg industry joint
venture) into the company balance sheet.  Without that accounting
change, sales were up 3 percent for the year. Similarly, fourth
quarter sales of $1.9 billion represented a 24-percent increase
over 2002's $1.5 billion.  However, if you factor out MoArk, sales
were up 13 percent over the fourth quarter of 2002.

Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA) were $101.8 million for the quarter and $224.3 million
for the year, as compared to EBITDA of $184.1 million and $324.3
million, respectively, in 2002.  EBITDA for 2002, however,
reflects $155.5 million in vitamin litigation settlements, versus
$22.5 million in 2003.

The company also reported continued progress against its key
strategic initiatives of paying down debt and building balance
sheet strength; portfolio management; and building its branded
businesses.

                     STRATEGIC INITIATIVES

      Paying down debt/building balance sheet strength

Land O'Lakes recently completed a debt restructuring initiative
that included the sale of $175 million in bonds to pay down senior
bank debt and a three-year extension of its revolving line of
credit.

Land O'Lakes also made approximately $14 million in scheduled
payments on term debt during the fourth quarter, bringing 2003
principal payments on long-term debt to $131 million (excluding
the debt restructuring initiative).  The company finished the year
with strong liquidity, with $383 million in cash-on-hand and
unused borrowing authority, and remained in compliance with all
its financing covenants.

The new bond sale did not increase debt levels, but rather enabled
the company to improve its capital structure by taking advantage
of declining long-term interest rates, securing its sources of
traditional seasonal and short-term borrowing, spreading term debt
payments over a longer period and maintaining strong liquidity.

               Proactive portfolio management

The company continued to rationalize its asset portfolio.  During
the fourth quarter, Land O'Lakes completed the sale of its
powdered cocoa business and, during the first quarter of 2004,
sold its ownership position in QC, Inc. (a testing company).

Over the course of the year, the company also reported progress in
rationalizing its Upper Midwest dairy manufacturing infrastructure
and reducing capital use and exposure to market risk in Swine.

                 Building branded businesses

During the quarter, the company continued its successful roll-out
of two new branded, market-focused dairy products - LAND O
LAKES(R) Spreadable Butter with Canola Oil and LAND O LAKES(R)
Soft Baking Butter with Canola Oil.  Sales continue to run ahead
of forecasts.

Strong performance was also realized in such areas as LAND O
LAKES-branded Deli and Foodservice products; CROPLAN GENETICS
Seed; and AgriSolutions crop protection products.  LAND O LAKES-
and Purina Mills-branded products also continued to provide the
foundation for Feed.

                        Dairy Foods

Dairy Foods reported $24.6 million in pretax earnings for the
fourth quarter and $5.6 million for the year, as compared to a
2002 fourth quarter pretax loss of $16.7 million and a loss of
$32.1 million for the year.   Dairy Foods reported sales of $884
million for the quarter and $3.0 billion for the year, as compared
to $748 million and $2.9 billion in 2002.

The earnings improvement was driven by positive performance in the
Value Added side of the business and improved Industrial
operations.  Particular areas of strength in the Value Added
business were Butter and Superspreads, Foodservice and Deli
Cheese.

While the company continued to face significant challenges in its
Industrial (manufacturing) operations, progress was made in
rationalizing the Industrial infrastructure, reducing costs and
adjusting product mix.  In addition, the company positioned its
West Coast cheese and whey facility (Cheese and Protein
International) for its 2004 Phase II expansion, which will reduce
per-unit costs.

                             Feed

Feed reported fourth quarter pretax earnings of $21.4 million and
year-end earnings of $46.4 million, as compared to $117.7 million
and $156.5 million, respectively, in 2002.  However, company
officials pointed out, 2002 earnings were bolstered by more than
$150 million in vitamin litigation settlements. Factoring out
litigation settlements and other one-time gains and losses, Feed
earnings were down modestly versus 2002.

Feed sales were $682.2 million for the quarter and $2.5 billion
for the year, up from $634.1 million for the quarter and $2.4
billion for the full year in 2002.

Feed faced notable challenges, and reduced volumes, in the
livestock/commodity area, driven in part by market volatility and
restructuring in the swine industry and restructuring and early-
year market stress in the dairy industry. Key strengths were
companion animals, horse feed, beef feed and animal milk
replacers.

                          Seed

Seed continued strong performance in 2003, with year-end pretax
earnings of $11.6 million, versus $8.3 million for 2002.  For the
fourth quarter, Seed reported a seasonal loss of $2.3 million, as
compared to a $1.7 million loss in fourth quarter 2002. Seed sales
continued to grow, reaching $129.8 million for the fourth quarter
and $479.3 million for the full year, up from 2002's $121.9
million and $406.9 million, respectively.

Volume improvements, particularly in corn and soybeans; the growth
of the CROPLAN GENETICS brand; and the strength of the local
cooperative distribution system all contributed to the improved
performance.

                       Layers/Eggs

Significant market improvement, volume growth and the success of
branded eggs contributed to the company's performance in the
Layers/Eggs industry (conducted through its MoArk joint venture),
where year-end earnings totaled $33.4 million, compared to a loss
of $9.5 million in 2002. For the fourth quarter, pretax earnings
were $24.3 million, as compared to $3.3 million in the same
quarter one year ago.

Consolidated sales for the year were $317.8 million, with fourth
quarter sales of $175.7 million.  As noted earlier, this is the
first year MoArk sales were included in Land O'Lakes balance
sheet.  Because consolidation began in July, only half-a-year of
MoArk's sales are included in Land O'Lakes financials.  Full-year
sales for MoArk were $552 million, and 100 percent of MoArk's
earnings are included in Land O'Lakes income.

                            Swine

While the company reported a pretax loss of $9.8 million for the
year and a $3.1 million loss for the quarter in Swine, performance
was improved over 2002, when losses totaled $23.2 million at year-
end and $11.9 million for the quarter.  Contributing to this
improvement were better average hog prices, production
efficiencies and progress in reducing capital use and exposure to
market risk.

Swine sales for the year were $91.2 million, compared to $83.2
million in 2002.  For the fourth quarter, sales were $24.7
million, as compared to $16.7 million for the fourth quarter of
2002.

                          Agronomy

Land O'Lakes conducts its Agronomy business through the Agriliance
joint venture, in which Land O'Lakes holds 50-percent interest.  
The company reported $13.2 million in Agronomy pretax earnings for
the year, as compared to a loss of $1.8 million in 2002.

For the quarter, the company reported a $14.6 million loss in
Agronomy, as opposed to an $18.2 million loss for the fourth
quarter of 2002.

Land O'Lakes is a national, farmer-owned food and agricultural
cooperative, with annual sales of approximately $6 billion. Land
O'Lakes does business in all 50 states and more than 50 countries.
It is a leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and local
cooperatives with an extensive line of agricultural supplies
(feed, seed, crop nutrients and crop protection products) and
services.

Land O'Lakes -- http://www.landolakesinc.com/-- is a national,
farmer-owned food and agricultural cooperative, with annual sales
approaching $6 billion. Land O'Lakes does business in all 50
states and more than 50 countries. It is a leading marketer of a
full line of dairy-based consumer, foodservice and food ingredient
products across the United States; serves its international
customers with a variety of food and animal feed ingredients; and
provides farmers and local cooperatives with an extensive line of
agricultural supplies (feed, seed, crop nutrients and crop
protection products) and services.

                         *    *    *

As previously reported in Troubled Company Reporter, Land
O'Lakes, Inc., completed amendments to its existing senior
credit facilities.

Under the amendment to the revolving facility, the lenders have
committed to make advances and issue letters of credit until
January 2007 in an aggregate amount not to exceed $180 million,
subject to a borrowing base limitation.  In addition, the
amendment to the revolving facility increases the amount of that
facility available for the issuance of letters of credit from $50
million to $75 million, increases the spreads used to determine
interest rates on that facility, changes the basis on which those
spreads and commitment fees for that facility are determined from
the Company's senior secured long-term debt ratings to the
Company's leverage ratio, and adjusts the leverage ratio covenant
contained in that facility.   An amendment providing for the same
leverage ratio covenant modification and for a change in the
allocation of certain mandatory prepayments was also secured with
respect to the Company's term facility.  Under the amendments, the
Company is required to maintain a leverage ratio of initially no
greater than 4.75 to 1, with the maximum leverage ratio decreasing
in increments to 3.75 to 1 by December 16, 2006.

                       *     *     *

As previously reported in Troubled Company Reporter, Moody's
Investors Service downgraded the ratings on Land O'Lakes, Inc.
Outlook is stable.

     Rating Action                           To           From

  Land O'Lakes, Inc.

     * Senior implied rating                 B1            Ba2

     * Senior secured rating                 B1            Ba2

     * Senior unsecured issuer rating        B2            Ba3

     * $250 million Senior secured bank
       facility, due 2004                    B1            Ba2

     * $291 million Senior secured term
       loan A, due 2006                      B1            Ba2

     * $234 million Senior secured term
       loan B, due 2008                      B1            Ba2

     * $350 million 8.75% Senior unsecured
       guaranteed Notes, due 2011            B2            Ba3

  Land O'Lakes Capital Trust I

     * $191 million 7.45% Trust preferred
       securities                            B3            Ba3

The lowered ratings reflect the company's weaker-than-expected
operating performance, giving rise to a constrained financial
flexibility and the deterioration of credit protection measures.


LMIC INC: Raises $5 Million from 3.3 Million-Share Offering
-----------------------------------------------------------
On January 21, 2004, LMIC, Inc. entered into a Securities Purchase
Agreement for the sale of an aggregate of 3,300,000 shares of its
common stock to several [institutional] investors.  Aggregate
gross proceeds received were $4,950,000 for a price per share of
$1.50.  In addition, LMIC issued five-year warrants to purchase a
total of 3,300,000 shares of its common stock at a price of $1.50
per share.

LMIC paid $157,500 to a placement agent as a fee in connection
with this transaction.  In addition, LMIC agreed to file, as
promptly as possible, a registration statement covering  the
shares issued and issuable under the Securities Purchase Agreement
and to obtain effectiveness of such registration not later than
135 days following the closing.

The Company provides a full range of engineering, design and
manufacturing services, including product development and design,
materials procurement and management, prototyping, manufacturing
and assembly, systems integration and testing, and after-market
support.

Manufacturing services are provided either on a turnkey basis,
where LMIC procures materials required for product assembly, or on
a consignment basis, where the customer supplies the material
necessary for product assembly. In both cases, the Company
provides materials warehousing and management services, in
addition to manufacturing.

The company's financial statements have been prepared on a going
concern basis. However, the Company has sustained substantial
operating losses in recent years. At September 30, 2003, current
liabilities exceed current assets and total liabilities exceed
total assets. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The recovery of
assets and continuation of future operations are dependent upon
the Company's ability to obtain additional debt or equity
financing and its ability to generate revenues sufficient to
continue pursuing its business purpose. The Company is actively
pursuing financing to fund future operations.


MAGELLAN HEALTH: Agrees to Cap Steadfast Insurance Claim at $2MM
----------------------------------------------------------------
Steadfast Insurance Company timely filed five proofs of claim --
Claim Nos. 2914 to 2918 -- against the Magellan Health Services
Debtors.  

The Claims are made with respect to the Debtors' alleged
obligations to indemnify Steadfast's policy holders, Independence
Blue Cross and Keystone Health Plan East, Inc., as well as
Steadfast, as the insurer and subrogee of Independence Blue Cross
and Keystone, in connection with claims and suits for damages
brought against Independence Blue Cross and Keystone and others by
alleged victims of an individual named David Tremoglie who is
alleged to have falsely held himself out as a licensed
psychiatrist.  The amount of the Debtors' liability in regard to
the Claims, if any, cannot be determined until the resolution of
the class action litigation pending in the Court of Common Pleas,
Philadelphia County.

The proofs of claim are identical, but are filed against
different Debtors.  Steadfast filed multiple Proofs of Claim to
ensure that it identified, as the subject of its claim, the
correct entity among the Debtors.  The Debtors represented that
the appropriate and proper subject of the claim described in the
proofs of claim is Green Spring Health Services, Inc.

The Debtors dispute Steadfast's claims.
  
To designate the appropriate subject of the Claims and allow the
Debtors to estimate the total unsecured liabilities, Steadfast
and the Debtors agree to designate the appropriate and proper
subject of the Claims and cap the amount of the Claims in
accordance with certain terms and conditions.

The parties agree that:

   (1) The claim described in Steadfast's proofs of claim, if  
       valid, is appropriately and properly made and asserted  
       against Green Spring Health Services, Inc., as  
       provided in Claim No. 2916;

   (2) The Debtors will not argue in this bankruptcy proceeding,  
       or in any other case or before any other forum, that the  
       claim described in Claim No. 2916, if valid, is not  
       appropriately and properly made and asserted against Green  
       Spring Health Services, Inc.;

   (3) Steadfast withdraws Claim Nos. 2914, 2915, 2917, and  
       2918;

   (4) Claim No. 2916 is capped at $2,007,240; and

   (5) Any action to Claim No. 2916, including any hearing on the
       Claim, will be postponed until a date no earlier than the
       date of the resolution of the Class Action Litigation or
       April 30, 2004, whichever is first.   

       For the purpose of the Stipulation, the term "resolution"  
       means either:

          (a) the approvals of the agreement settling the Class  
              Action Litigation by the Court of Common Pleas and  
              the Bankruptcy Court and the expiration of the  
              appeal periods applicable to the approvals; or  

          (b) the disapproval of the agreement settling the Class  
              Action Litigation by either the Court of Common  
              Pleas or the Bankruptcy Court.   

       To the extent that the Class Action is not resolved by  
       April 30, 2004, Steadfast and the Debtors will confer in  
       regard to future actions relating to the Claim and make  
       best efforts to resolve the Claim in a mutually agreeable  
       manner.

Accordingly, the parties ask the Court to approve their
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)  


MIRANT CORP: Asks Court to Approve El Paso Settlement Agreement
---------------------------------------------------------------
Mirant Americas Energy Marketing LP and El Paso Merchant Energy
LP were trading partners in various energy and energy-related
products.  In various instances, El Paso would purchase from, or
sell to, MAEM electrical power to be sold or delivered in the
future.  Prior to the Petition Date, MAEM and El Paso entered
into a Master Netting, Setoff and Security Agreement dated as of
February 25, 2003, as amended on November 12, 2003.

In connection with the Master Agreement, El Paso caused to be
delivered to MAEM, as collateral, a letter of credit issued by JP
Morgan Chase Bank, naming MAEM as beneficiary, in the original
amount of $109,750,000.

As a result of MAEM's bankruptcy filing, El Paso declared MAEM to
be in default under the Master Agreement.  Jeff P. Prostok, Esq.,
at Froshey & Prostok LLP, in Forth Worth, Texas, reports that El
Paso declared July 15, 2003 to be the early termination date,
thereby terminating all of the many hundreds of outstanding
transactions between the parties, and then proceeded to calculate
the final settlement amount.

At the time El Paso terminated the relevant transactions entered
into under the Master Netting Agreement, MAEM was "in the money"
as to those transactions.  To wit, after all appropriate netting
of claims and amounts owing between the parties, a positive net
amount was owing by El Paso to MAEM as a result of the
termination of the various transactions entered into under the
Master Netting Agreement.  El Paso calculated the final
settlement amount owing to MAEM to be $36,927,405, exclusive of
interest.  However, Mr. Prostok says, MAEM's calculations of the
final settlement amount is $106,623,942.  Thus, MAEM disputes El
Paso's final settlement amount calculation.

Mr. Prostok recalls that on September 2, 2003, El Paso commenced
an adversary proceeding against MAEM to compel arbitration and
for declaratory and injunctive relief.  On September 4, 2003,
MAEM submitted a draw on the Letter of Credit for $106,623,941.  
MAEM immediately applied $36,927,405 in partial satisfaction of
the amount owing by El Paso to MAEM on account of El Paso's
termination of the Master Agreement.  MAEM is still holding about
$70,000,000 of the remaining drawn amount in a segregated money
market account pending resolution of the dispute.

According to Mr. Prostok, El Paso alleged that MAEM fraudulently
drew on the Letter of Credit under the Master Agreement.

The Parties wish to resolve their disputes without resorting to
additional litigation.  Subsequently, the Parties agree that:

   (a) The final settlement amount owing to MAEM is $87,500,000;

   (b) The final settlement amount will be satisfied from the
       $36,927,405 already received in connection with MAEM's
       draw on the Letter of Credit and $50,527,595 of the
       unapplied Letter of Credit proceeds MAEM held in the
       segregate account;

   (c) The remainder of the cash in the segregated account,
       will be returned to El Paso; and

   (d) The Settlement Agreement contains mutual releases of
       claims arising under, or related to, the Master Agreement
       and MAEM's draw on the Letter of Credit and the Complaint
       will be dismissed with prejudice.

Mr. Prostok contends that the Settlement is fair and reasonable
because:

    * while MAEM believes strongly in its case, the matter is not
      completely certain -- the Master Netting Agreement is
      complicated, involves hundreds of transactions, and is
      subject to varying interpretations;

    * arbitration regarding the final settlement amount would
      undoubtedly be complex and costly;

    * the $87,500,000 settlement amount will significantly
      benefit the Debtors' estates;

    * the settlement was reached after extensive negotiation
      and mediation; and

    * all disputed matters are resolved.

Accordingly, the Debtors ask the Court, pursuant to Rule 9019 of
the Federal Rules of Bankruptcy Procedure, to approve the
Settlement Agreement with El Paso. (Mirant Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAT'L CENTURY: Asks Court to Disallow 47 CSFB Noteholder Claim
--------------------------------------------------------------
Matthew A. Kairis, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, representing the National Century Financial
Enterprises Debtors in these bankruptcy proceedings, relates that
pursuant to Rule 3003(c)(5) of the Federal Rules of Bankruptcy
Procedure, JP Morgan Chase, as indenture trustee, filed proofs of
claim against NPF VI and certain other Debtors on behalf of the
holders of NPF VI Notes issued under the Master Indenture, dated
as of June 1, 1998, among NPF VI, as issuer, Debtor National
Premier Financial Services, Inc., as servicer, and JP Morgan, as
indenture trustee.  Similarly, Bank One, as indenture trustee,
filed proofs of claim against NPF XII and certain other Debtors on
behalf of the holders of NPF XII Notes under the Master Indenture,
dated as of March 10, 1999, among NPF XII, as issuer, NPFS, as
servicer, and Bank One, as indenture trustee.

Based on their review, the Debtors discovered 361 Noteholder
Claims that are duplicative of the Indenture Trustee Claims.  As
a result, the Noteholder Claims and the Indenture Trustee Claims
currently assert duplicative claims in these cases for the same
liabilities.  Furthermore, none of the Noteholder Claims asserts
any liabilities against the Debtors other than those that arise
from a Noteholder's status as an NPF VI Noteholder or NPF XII
Noteholder.

The Noteholders are only entitled to a single claim against a
particular Debtor with respect to the liabilities asserted in the
Noteholder Claims.  Thus, Mr. Kairis argues, the Noteholder
Claims overstate the Debtors' actual obligations to the
Noteholders under the NPF VI Notes and the NPF XII Notes.  

Accordingly, the Debtors ask the Court to disallow the Noteholder
Claims and thereby limit each Noteholder to participation in the
Plan process and recovery through the Indenture Trustee Claims.

Mr. Kairis points out that the disallowance of the Noteholder
Claims will eliminate the duplicative group of claims against the
Debtors.  Nonetheless, the disallowance of the claims will
neither disenfranchise the Noteholders since each of them will be
given the opportunity to vote on the Plan, nor deprive any of the
Noteholders of distributions pursuant to the Plan.

                      CSFB Noteholder Claims

Mr. Kairis tells the Court that the Credit Suisse First Boston
Entities filed claims on account of various asserted liabilities.  
The CSFB Entities assert claims on account of their holdings of
NPF VI Notes for $70,164,563 and claims on account of their
holdings of NPF XII Notes for $283,294,592.  

In addition, the CSFB Entities assert liabilities arising out of
the CSFB Entities' various roles as initial purchaser, placement
agent, agent, managing agent and committed purchaser for multiple
series of the NPF VI Notes and the NPF XII Notes.  With respect
to these relationships with the Debtors, the CSFB Entities
asserted unliquidated contractual and non-contractual
indemnification, contribution, equitable and other claims against
the Debtors.  The CSFB Entities also asserted unliquidated
expense reimbursement, contractual and non-contractual
indemnification, contribution, equitable and other claims against
the Debtors with respect to the marketing, renewal and extension
of the NPF-WL Healthcare Receivables Line and the private
placement of equity and debt securities of National Century
Financial Enterprises.

In addition, Credit Suisse First Boston, New York Branch asserted
claims for accrued and unpaid fees and non-reimbursed expenses
under a note purchase agreement in then-liquidated amounts
aggregating $1,252,188.  

Accordingly, the Debtors ask the Court to disallow 47 CSFB
Noteholder Claims because they are duplicative of the Indenture
Trustee Claims. (National Century Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAT'L NEPHROLOGY: S&P Places Low-B Level Ratings on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Nashville, Tennessee-
based dialysis-services provider National Nephrology Associates
Inc. on CreditWatch with positive implications. The CreditWatch
listing follows the announcement that Renal Care Group Inc., also
a Nashville-based dialysis-services provider, will acquire
National Nephrology for $167 million of cash and $178 million of
assumed debt.

Renal Care, which is not rated by Standard & Poor's, has indicated
it will assume National Nephrology's $160 million 9% subordinated
notes due in 2011. However, the notes' indenture contains a 101%
change of control put. In the event that noteholders elect to put
the notes to Renal Care, Standard & Poor's would withdraw both its
corporate credit and subordinated debt ratings on National
Nephrology. In the event the notes remain outstanding, Standard &
Poor's would retain its corporate credit and subordinated debt
ratings on National Nephrology, but those ratings would then
reflect the creditworthiness of Renal Care.

"Based on current public information, Renal Care's ratings would
likely be equal to or higher than National Nephrology's ratings,"
said Standard & Poor's credit analyst Jill Unferth. Once it
acquires National Nephrology, Renal Care will serve 28,000
patients at more than 370 outpatient facilities in 30 states, and
provide acute dialysis services at more than 175 hospitals. By
comparison, National Nephrology operates 87 outpatient facilities
and provides acute dialysis services at 55 hospitals. At Sept. 30,
2003, Renal Care had $121 million of cash and minimal long-term
debt outstanding. In conjunction with this transaction, the
company is expected to replace its $150 million bank facilities
with new bank lines.

Standard & Poor's expects to resolve the CreditWatch by the close
of the acquisition, which is expected before March 31, 2004.


NATIONAL STEEL: Wants Clearance for Old Republic Settlement Deal
----------------------------------------------------------------
Old Republic Insurance Company and International Business and
Merchantile Reinsurance Company issued workers' compensation and
employers' liability insurance policies to the Reorganized
National Steel ebtors covering certain operations over various
time periods before the Petition Date.  

Timothy Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom, in
Chicago, Illinois, relates that pursuant to the agreements
governing these insurance policies, the Reorganized Debtors agreed
to indemnify Old Republic with respect to all losses, damages,
judgments, settlements, allocated claims expenses, premium taxes
and fees it incurred under the Insurance Agreements.  The
Reorganized Debtors' obligations to Old Republic were secured by
three letters of credit issued by Citibank, N.A. aggregating
$7,012,612 and a financial guaranty bond issued by St. Paul Fire
and Marine Insurance Company in the original penal sum of
$15,000,000.  The Reorganized Debtors' reimbursement obligations
to Citibank and St. Paul are fully secured by cash collateral.

Actuaries employed by Old Republic have calculated the Reorganized
Debtors' ultimate liability to Old Republic under the Insurance
Agreements as aggregating to $25,409,561.  The Debtors dispute
this calculation.

Thus, to expeditiously and efficiently resolve all outstanding
issues, the Debtors and Old Republic entered into negotiations.
The negotiations have resulted in a settlement agreement, which
the Court approved.  The parties agree that:

   (a) The Reorganized Debtors will pay Old Republic $18,000,000;

   (b) Old Republic will be allowed a Class NSC-6 General
       Unsecured Claim for $5,000,000;

   (c) Old Republic will continue to defend and pay all claims
       insured under the insurance Agreements in accordance with
       the terms, conditions, limitations and exclusions of the
       Insurance Agreements and applicable law;

   (d) Old Republic will release and discharge Citibank of its
       obligations under the Citibank Letters of Credit;

   (e) Old Republic will release and discharge St. Paul of its
       obligations under the Financial Guarantee Bond; and

   (f) Old Republic will not draw on either the Citibank Letters
       of Credit or the Financial Guarantee Bond.

By entering into the Settlement Agreement, the Reorganized
Debtors are able to resolve all outstanding issues with Old
Republic.  The ultimate amount of the Reorganized Debtors'
reimbursement obligations to Old Republic under the Insurance
Agreements is highly uncertain.  The Settlement Agreement
provides for the continued defense and payment of claims covered
by the Insurance Agreements.  The Settlement Agreement also
provides for the Reorganized Debtors to realize net proceeds of
$4,000,000 on termination of the Citibank Letters of Credit and
the Financial Guarantee Bond.  In addition, the Settlement
Agreement avoids the uncertainty and costs associated with
litigation with respect to these issues. (National Steel
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NAVISTAR: Fitch Affirms Low-B Sr. Unsecured and Sub. Debt Ratings
-----------------------------------------------------------------
Fitch Ratings affirms Navistar International Corp., and Navistar
Financial Corp.'s senior unsecured debt and subordinated debt
ratings at 'BB' and 'B+', respectively. The Rating Outlook is
revised to Stable from Negative. Approximately $2.6 billion of
debt are covered by Fitch's actions.

The change in Outlook reflects not only improvements in the
overall outlook for commercial vehicles in Navistar's core North
American markets, but also the ongoing efforts of Navistar to
reduce its cost structure. Positive developments over the last
year include continuing efforts to manage both the location and
cost of the workforce, the agreements concluded regarding the
Chatham Ont. Canada facility and the final agreement with Ford
Motor Co. related to resolving the impact of the likely permanent
cancellation of the V-6 diesel engine contract.

Rating concerns center on the magnitude of the commercial vehicle
recovery, Navistar's ongoing relationship to a somewhat weakened
Ford, and increases in costs related to healthcare. Navistar still
faces large pension liabilities, although asset performance
strongly benefited from the level of Navistar stock contained in
pension funds, augmented by further stock contributions in 2003.

Based upon available industry data, fiscal 2003 appears to be the
cyclical trough of the commercial vehicle market in the United
States. Navistar weathered that low point relatively well,
achieving near break-even results while maintaining a cash balance
of $502 million (down from $549 in the previous fiscal year).
Given the relative freshness of its product portfolio and its more
efficient manufacturing footprint, Fitch expects Navistar to
benefit from the significant industry volume uptick projected for
this year. This should translate into improved cash flow
generation which will likely be utilized to improve the balance
sheet.

Beyond 2004, Fitch anticipates a continuing improvement in
industry volumes through calendar year 2006, as customers begin to
update their fleet not only to the higher than normal percentage
of older vehicles but also in certain instances to get out in
front of the 2007 emissions changes. Fitch anticipates another
pre-buy similar to the 2002 pre-buy as customers go with cheaper,
proven technology over more expensive, potentially unproven
technology.

NFC is both a source of consistent earnings and a partial offset
to Navistar's cyclical business. Due to the close operating
relationship governed by a formal operating agreement and
importance to the parent, NFC's ratings are directly linked with
the parent.

NFC's profitability measures increased sharply in the fiscal year
ending Oct. 31, 2003, as net income increased to $58 million from
$34 million in fiscal 2002. The rise in profitability must be put
into context as the majority of the increase was driven by
increased receivable securitization activity, due to timing,
versus the prior year. This drove gain on sale revenue to $76
million for fiscal 2003 versus $37 million in 2002. Future
earnings are expected to remain stable relative to fiscal 2003 as
credit costs are projected to continue to be somewhat high
relative to historical performance while asset securitization
activity returns to more normal levels.

Nonetheless, asset quality showed steady improvement in fiscal
2003 as delinquencies in conjunction with firming of used truck
pricing reduced credit costs from fiscal 2002's levels. NFC's
repossessed equipment inventory has declined to $21 million at
Oct. 31, 2003 from $26 million and $78 million at fiscal year ends
2002 and 2001, respectively. NFC has done a good job in managing
its way through the oversupply of class 8 trucks to reduce its
repossession inventory.

NFC's capitalization has strengthened recently as internal capital
formation has improved. Managed debt divided by tangible equity
declined to 10.6 times at Oct. 31, 2003 from 10.7x and 13.0x at
fiscal year-ends 2002 and 2001. Leverage is expected to decline
slightly over the next year as receivable growth moderates and
NFC's equity base increases. Leverage is considered acceptable at
the current rating given the company's risk profile.


NORTH ATLANTIC: S&P Takes Rating Actions on New Debt Issues
-----------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to North Atlantic Trading Co. Inc.'s proposed $50 million
senior secured revolving credit facility due 2007. At the same
time, Standard & Poor's assigned its recovery rating of '1' to the
new bank credit facility. The 'BB-' rating is one notch higher
than the corporate credit rating on North Atlantic Trading; 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+' senior unsecured debt
rating to North Atlantic Trading's proposed $185 million senior
notes due 2012. In addition, Standard & Poor's affirmed its 'B+'
corporate credit rating and other ratings on North Atlantic
Trading and removed the ratings from CreditWatch, where they were
placed Feb. 21, 2003.

At the same time, Standard & Poor's assigned its 'B-' rating to
North Atlantic Holding Company Inc.'s (the parent holding company
of North Atlantic Trading) proposed $75 million (gross proceeds)
senior discount notes due 2014. Also, Standard & Poor's assigned
its 'B+' corporate credit rating to North Atlantic Holding.

Proceeds from these issues will be used to refinance the company's
existing $155 million 11% senior notes due June 15, 2004, and its
12% senior exchange pay-in-kind preferred stock, and also to repay
the existing senior secured revolving credit facility and term
loan. Upon closing of these new debt issues, the ratings on the
11% senior notes and the preferred stock will be withdrawn.

The outlook is stable. Pro forma for the refinancing, total rated
debt on New York, New York-based North Atlantic is about $310
million.

"The ratings on North Atlantic Trading and its parent, North
Atlantic Holding, reflect its high debt levels and narrow business
focus. This is offset, to an extent, by North Atlantic's
consistent cash flow generation, the company's leading position in
roll-your-own cigarette papers, and its position as the third-
largest loose-leaf chewing tobacco producer," said Standard &
Poor's credit analyst Jayne M. Ross. The company's well-known
brands, Zig-Zag rolling papers and Beech-Nut chewing tobacco
products, are characterized by strong margins, customer loyalty,
and fairly stable cash flows.


NRG ENERGY: Resolves Brazos Valley Credit Facility Dispute
----------------------------------------------------------
ABN AMRO Bank N.V. is the Agent and the Collateral Agent for
itself and the lenders that are party to that certain Credit
Agreement, dated as of June 25, 2001.  Brazos Valley Energy, LP
and Brazos Valley Technology, LP, as borrowers under the Credit
Agreement, are wholly owned indirect subsidiaries of Debtor NRG
Energy, Inc.

Pursuant to the Credit Agreement, the Lenders provided
construction financing to Brazos for the construction of a power
plant by Brazos in Fort Bend County, Texas.  The Credit Agreement
further provided that, on the satisfaction of certain
requirements enumerated, the construction financing would be
converted into a term loan.

As credit support for Brazos' obligations in respect of the
Term Loan, on June 25, 2001, NRG entered into that certain Debt
Service Reserve Guaranty, in favor of ABN AMRO and the Lenders.

With the Court's consent, the parties stipulate that:

   (a) ABN AMRO acknowledges that pursuant to the terms of the
       DSR Guaranty, ABN AMRO and the Lenders have no claim
       against NRG under the DSR Guaranty, because the
       construction facility never converted to the Term Loan.
       ABN AMRO further acknowledges that NRG has not made any
       transfers to ABN AMRO, the Lenders, Brazos or any other
       person on behalf of any of them by reason of the DSR
       Guaranty;

   (b) NRG acknowledges that it has not made any transfers to
       ABN AMRO, the Lenders, the Brazos or any other person on
       behalf of any of them by reason of the DSR Guaranty.  NRG
       further acknowledges that it does not assert any claim
       against ABN AMRO, the Lenders or Brazos, in respect of the
       DSR Guaranty; and

   (c) NRG and ABN AMRO each acknowledge and agree that the
       stipulation is made solely with respect to the DSR
       Guaranty.  Each of NRG and ABN AMRO reserve all of their
       rights, claims and defenses in respect of the Equity
       Contribution Agreement, dated as of June 25, 2001, between
       NRG, Brazos and ABN AMRO, for itself and as Agent for the
       Lenders, with respect to which ABN AMRO has filed a proof
       of claim. (NRG Energy Bankruptcy News, Issue No. 21;         
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


OLD UGC: UST Appoints Five-Member Official Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 3 appointed 5 claimants to
serve on an Official Committee of Unsecured Creditors in Old UGC,
Inc.'s Chapter 11 cases:

       1. The Toronto Dominion Bank (Singapore Branch)
          c/o Mayer, Brown; Rowe & Maw, LLP
          1675 Broadway
          New York, NY 10019
          Attn: Kenneth E. Noble, Esq. & Jeffrey G. Tougas, Esq.
          Tel. No. (212) 506-2500

       2. JGD Management (York Capital)
          390 Park Avenue, 15" Floor
          New York, NY 10022
          Attn: Alan H. Cohen, Managing Director
          Tel. No. (212) 651-0514
     
       3. Kinetics Asset Management
          1311 Mamaroneck Avenue
          White Plains, New York 10605
          Attn: Peter B. Doyle, Chairman

       4. Larry J. Hudack
          38280 Via Majorca
          Murrieta, California 92562
          Tel. No. (909) 696-7280

       5. U.S. Bank National Association
          Nevada Financial Center
          2300 W. Sahara, Suite 350
          Las Vegas, Nevada 89102
          Attn: Sandra Spivey
          Tel. No. (702) 386-7053

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 Denver, Colorado, Old UGC, Inc.--
http://www.UnitedGlobalcom.com-- is one of the largest broadband  
communications providers outside the United States and provides
full range of video, voice, high-speed Internet, telephone and
programming services. The Company filed for chapter 11 protection
on January 12, 2004 (Bankr. S.D.N.Y. Case No. 04-10156).  David A.
Levine, Esq., at Cooley Godward, LLP, and Jay R. Indyke, Esq., at
Kronish Lieb Weiner & Hellman, LLP, represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $846,050,022 in total assets and
$1,371,351,612 in total debts.


OZARK AIR LINES: Gable & Gotwals Serving as Bankruptcy Counsel
--------------------------------------------------------------
Ozark Air Lines, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Northern District of Oklahoma to hire and
employ Gable & Gotwals as attorneys in its chapter 11 case.

Ozark desires to retain Gable & Gotwals because:

     a) the firm has extensive experience and knowledge in the
        field and creditors' rights and business reorganizations
        under chapter 11 of the Bankruptcy Code, and

     b) the firm is familiar with the Debtor's business
        operations.

Sidney K. Swinson, Esq., assures the Court that the firm does not
hold or represent an interest adverse to the Debtor or its
creditors in connection with this chapter 11 case.

The current hourly rates of professionals who will be providing
services for this engagement are:

       Sidney K. Swinson   Shareholder      $235 per hour
       John R. Barker      Shareholder      $250 per hour
       Jeffrey D. Hassell  Shareholder      $210 per hour
       Mason G. Patterson  Associate        $160 per hour
       John D. Dale        Associate        $140 per hour
       Katherine Parker    Legal Assistant  $75 per hour

Headquartered in Tulsa, Oklahoma, Ozark Air Lines, Inc. --
http://www.gpair.com/-- owns an air carrier that serves Colorado  
Springs, Albuquerque, Tulsa, Oklahoma City and Nashville.  The
Company filed for chapter 11 protection on January 23, 2004
(Bankr. N.D. Okla. Case No. 04-10361).  Sidney K. Swinson, Esq.,
at Gable & Gotwals represent the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $10
million each.


OZARK AIR LINES: List of 20 Largest Unsecured Creditors
-------------------------------------------------------
Ozark Air Lines, Inc. released the list of its 20 Largest
Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Pratt & Whitney Canada, Inc.  Trade                     $481,987
P.O. Box 730011
Dallas, TX 75373-730011

CAE Center Dallas             Trade                     $418,574
4650 Diplomacy Road
Fort Worth, TX 76155

Tulsa Airport Authority       Trade                     $405,479
P.O. Box 581838
Tulsa, OK 74158

Debis AirFinance, USA, Inc.   Trade                     $293,933
100 NE Third Ave., Suite 800
Fort Lauderdale, FL 33301

M7 Aerospace / Dornier NA     Trade                     $250,000
10823 NE Entrance
San Antonio, TX 78216

MidAmerica St. Louis Airport  Trade                     $195,488

Sabre, Inc - MHZO             Trade                     $190,643

RUAG Aerospace Services       Trade                     $177,156
G.m.b.H

Colorado Springs Airport      Trade                     $162,032

AON Risk Services, Inc.       Trade                     $119,506
of Illinois

Capitol Decisions             Trade                     $110,000

Honeywell Aerospace Services  Trade                     $107,632

Airport Terminal Services     Trade                     $102,696

Erling & Associates           Trade                      $80,332

Hawker Pacific Aerospace      Trade                      $79,600

Tulsa County Treasurer        Trade                      $76,824

Dissmann Orth GmbH            Trade                      $66,785

Honeywell Int'l, Inc.         Trade                      $61,973

City of Albuquerque           Trade                      $61,199

Oklahoma City Airport Trust   Trade                      $59,275


Ozark Air Lines Inc., owner of an air carrier that serves
Colorado Springs, Albuquerque, Tulsa, Oklahoma City and Nashville,
filed a voluntary petition under chapter 11 on January 23, 2004
in the U.S. Bankruptcy Court for the Northern District of
Oklahoma (Case No. 04-10361). Sidney K. Swinson, Esq. at Gable &
Gotwals represents the Company. The Debtor reported an estimated
assets of $10 Million to $50 Million and estimated liabilities
of $10 Million to $50 Million when it filed for bankruptcy
protection.


PACIFIC GAS: Trading Under PG&E Employee Benefits Plan Suspended
----------------------------------------------------------------
PG&E Senior Vice President and Controller Dinyar B. Mistry
reports in a regulatory filing with the Securities and Exchange
Commission on January 22, 2004 that PG&E Corporation received a
notice from the plan administrator of the PG&E Corp. Retirement
Savings Plan for Union-Represented Employees with respect to a
blackout period that will be applicable to those participants in
the RSP whose individual accounts are transferred from the
Pacific Gas and Electric Company Savings Fund Plan for Union-
Represented Employees to the RSP effective March 1, 2004.  The
plan administrator sent the notice to PG&E Corporation as
required by Section 101(i)(2)(E) of the Employment Retirement
Income Security Act of 1974.

Subsequently, PG&E Corp. sent a notice to its directors and
executive officers subject to Section 16 of the Securities
Exchange Act of 1934, as amended, informing them that the
blackout period is expected to be in effect beginning 1:00 p.m.,
Pacific Standard Time, on February 26, 2004 and ending during the
week of March 14, 2004.  The existence of the blackout period
restricts the directors and Section 16 Officers from engaging in
transactions involving certain equity securities and derivative
securities of PG&E Corp. during the blackout period.  The notice
was provided pursuant to Section 306(a) of the Sarbanes-Oxley Act
of 2002.

According to Mr. Mistry, during the blackout period and for a
period of two years after the end of the blackout period, a
security holder or other interested person may obtain -- without
charge -- the actual start and end dates of the blackout period
by contacting the Corporate Secretary of PG&E Corp. at 415-267-
7070, One Market, Spear Tower, Suite 2400, San Francisco, CA
94105. (Pacific Gas Bankruptcy News, Issue No. 70; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: Minister of Industry Approves EUR150MM Financing
----------------------------------------------------------------
Parmalat Finanziaria SpA, under |  Parmalat Finanziaria SpA in
Extraordinary Administration,   |  Amministrazione Straordinaria
communicates that Parmalat SpA  |  comunica che Parmalat SpA in
under Extraordinary             |  Amministrazione Straordinaria
Administration on 21 January    |  ha ricevuto dal Ministero
2004 received authorization     |  delle Attivita Produttive, in
from the Minister of Productive |  data 21 gennaio 2004,
Activities to finalize a loan   |  l'autorizzazione a stipulare
of up to EUR150 million with a  |  un prestito fino a 150 milioni
group of banks that has already |  di euro con un pool di banche
been chosen.                    |  gia individuate.
                                |
     The loan is intended to    |       Il prestito e finalizzato
cover the operating             |  a coprire le necessita delle
requirements of Parmalat Group  |  societa del Gruppo in Italia e
companies both in Italy and     |  all'estero per quanto attiene
abroad, while a definitive plan |  la gestione corrente, in
for the Group's economic and    |  attesa della finalizzazione
financial restructuring is in   |  del piano definitivo di
the process of being finalized. |  ristrutturazione economica e
                                |  finanziaria del Gruppo.
     Banca Popolare di Lodi,    |
which is leading the group of   |       Nell'ambito di questo
banks, has already approved its |  pool guidato dalla Banca
participation in the            |  Popolare di Lodi, la stessa
transaction for an amount of    |  Banca Popolare di Lodi ha gia
EUR15 million.  This sum will   |  deliberato di partecipare con
be made available immediately   |  una quota di 15 milioni di
and the relevant agreement has  |  euro immediatamente
been signed today.              |  disponibili e per i quali e
                                |  stato firmato in data odierna
                                |  il relativo contratto.
(Parmalat Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PG&E NAT'L: Court Approves ET Debtors' Constellation Letter Pact
----------------------------------------------------------------
On September 11, 2003, NEGT Energy Trading Power, LP, entered
into a letter agreement with Constellation Power, Inc. whereby ET
Power agreed to sell to Constellation certain transmission
congestion contracts identified as "NYISO 17 MW Zone A to Zone J
Transmission Congestion Contracts," which run from May 2004 to
October 2005.

According to Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, LLP, a transmission congestion contract is a financial
contract in which the holder is entitled to the differential
between the congestion premium at a given electric power source
and the congestion premium at a given point of delivery.  
Congestion is caused by a shortage of transmission capacity to
deliver sufficient electricity to meet the demand of all
customers on the grid at a given time.  The congestion premium,
then, is the premium that an electricity supplier has to pay at a
given location on the power grid to transmit its power at a
location at a time when the grid is congested at that location.

Pursuant to the Letter Agreement, Constellation Power will buy
the Transmission Congestion Contracts from ET Power for
$1,792,072, at $8/MWH.  Mr. Fletcher relates that ET Power
initially acquired the Transmission Congestion Contracts from a
New York Independent System Operator auction for $3/MWH.

Mr. Fletcher maintains that, while the ET Debtors are in the
process of winding down their energy trading operations and
selling all remaining assets, the Letter Agreement represents a
good opportunity for them to realize a substantial profit and
ultimately maximize the liquidation value of their estate.

Accordingly, at the ET Debtors' behest, the Court approved the
Letter Agreement and authorized the Debtors to consummate the
sale.

Mr. Fletcher notes that $4,500 of the sale proceeds will be
deducted to pay the standard commission of GA Options, LLC, the
broker that assisted ET Power in locating a buyer for the
Transmission Congestion Contracts. (PG&E National Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PICCADILLY CAFETERIAS: Competing Bids for Asset Sale Due Friday
---------------------------------------------------------------
Piccadilly Cafeterias, Inc. seeks to sell substantially all of its
assets, pursuant to an asset purchase agreement, to the proposed
buyer, Piccadilly Acquisition Corporation.  The sale is free and
clear of liens and encumbrances and subject to higher and better
offers.

The U.S. Bankruptcy Court for the Southern District of Florida
fixes February 6, 2004, at 4:00 p.m. Eastern Time, as the deadline
for interested parties to submit competing bids for the Debtor's
assets. Qualified bids must be submitted to the Debtor's Counsel:

        Berger Singerman
        200 South Biscayne Boulevard
        Suite 1000
        Miami, FL 33131
        Attn: Paul Steven Singerman, Esq.
              Jordi Guso, Esq.
              Leslie Gern Cloyd, Esq.
              Grace E. Robson, Esq.
        
If Piccadilly receives a qualified bid, the Debtor will conduct an
auction for the assets on Feb. 11, at 10:00 a.m. at the offices of
the Debtor's Counsel, Berger Singerman, located at 350 E. Las Olas
Boulevard, Suite 1000, Fort Lauderdale, Florida 33301.

The Honorable Raymond B. Ray will convene a hearing to approve the
asset sale on Feb. 13, at 9:30 a.m.

Objections, if any, to the sale motion must be made in writing and
filed with the Court. Copies must also be sent to:

        1. Counsel for the Debtors
           Berger Singerman PA
           200 South Biscayne Blvd.
           Suite 1000
           Miami, FL 33131
           Attn: Paul Steven Singerman, Esq. and   
                 Jordi Guso, Esq.

        2. Counsel to the Proposed Buyer
           White & Case LLP
           200 South Biscayne Blvd.
           Suite 4900
           Miami, FL 33131
           Attn: John K. Cunningham, Esq.
           
        3. Counsel to the Official Committee of Unsecured
            Creditors
           Bracewell & Patterson LLP
           500 N. Akard
           Suite 4000
           Dallas, TX 75201
           Attn: Samuel M. Stricklin, Esq.

        4. Counsel to the Ad Hoc Committee of the Senior Secured
            Noteholders                     
           Stroock & Stroock & Lavan LLP
           180 Maiden Lane
           New York, NY 10003-4982
           Attn: Gerald C. Bender, Esq.

        5. Wells Fargo Foothill Inc.
           Paul, Hastings, Janofsky & Walker
           600 Peachtree Street NE
           Suite 2400
           Atlanta, GA 30308-2222
           Attn: Jesse H. Austin, Esq.
           
Piccadilly Cafeterias filed for Chapter 11 relief on October 29,
2003, (Bankr. S.D. Fl. Case No. 03-27976). Paul Steven Singerman,
Esq., and Jordi Guso, Esq., at Berger Singerman, P.A. represent
the Debtor in its restructuring efforts.
        

PINNACLE ENTERTAINMENT: Closes 11.5 Million-Share Public Offering
-----------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) announced the closing of
its previously announced public offering of 11.5 million newly
issued shares of common stock at $11.15 per share which resulted
in gross proceeds to the Company of approximately $128 million
before underwriting discounts and commission and other expenses.  

This amount includes the 1.5 million shares the underwriters
elected to purchase pursuant to the exercise of their over-
allotment option.

Deutsche Bank Securities Inc. acted as sole book-running manager
of the offering.  In addition, Bear, Stearns & Co. Inc. and Lehman
Brothers acted as joint lead managers of the offering and SG Cowen
acted as co-manager of the offering.

Copies of the prospectus supplement relating to the offering may
be obtained from Deutsche Bank Securities Inc., Attention:
Syndicate, 60 Wall Street, 4th Floor, New York, New York 10005,
when available.

The shares were offered pursuant to an effective shelf
registration statement on file with the Securities and Exchange
Commission.  

Pinnacle Entertainment (S&P, B Corporate Credit Rating, Stable)
owns and operates eight 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.


PLAYBOY ENTERPRISES: Q4 & FY 2003 Conference Call Set for Feb. 11
-----------------------------------------------------------------
Playboy Enterprises, Inc. (NYSE: PLA, PLAA) will hold a conference
call related to its fourth quarter earnings and 2003 results on
Wednesday, February 11, 2004, at 11:00am EST. The company's fourth
quarter earnings and 2003 results will be released before the
market opens that same day.

The call can be accessed by dialing 1-800-245-3043 (for domestic
callers) or +1-785-832-1508 (for international callers) and by
using the password: Playboy.  In addition, the call is being
webcast. To listen to the call, visit http://www.peiinvestor.com/
and select the Investor Relations section.

Playboy Enterprises (S&P, B Corporate Credit Rating) is a brand-
driven, international multimedia entertainment company that
publishes editions of Playboy magazine around the world; operates
Playboy and Spice television networks and distributes programming
via home video and DVD globally; licenses the Playboy and Spice
trademarks internationally for a range of consumer products and
services; and operates Playboy.com, a leading men's lifestyle and
entertainment Web site.


PLAYTEX PRODUCTS: S&P Affirms & Removes Ratings from CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' corporate
credit rating on Playtex Products Inc., and removed the ratings on
the company from CreditWatch, where they were placed Nov. 13,
2002.

At the same time, Standard & Poor's assigned a 'B' senior secured
debt rating to Playtex's planned $450 million senior secured notes
due 2011. The notes will be issued under Rule 144A with
registration rights and will be used to repay the company's term
loan C under its existing bank facility as well as debt
outstanding under the company's accounts receivable securitization
facility.

The outlook is negative. The rating actions affect about $808
million of debt.

"Standard & Poor's has removed the company from CreditWatch
because Playtex has made no significant progress in its attempt to
sell all or part of its business--a strategy meant to maximize
shareholder value--since announcing the plan in November 2002,"
said credit analyst Patrick Jeffrey. "Playtex, however, continues
to consider these divestment opportunities."

The negative outlook is based on the company's weak operating
performance and increased leverage in 2003, primarily as a result
of new product introductions and promotional activity from larger
competitors. Should Playtex not be able to stabilize operations
and reduce leverage in the near term, the ratings could be
lowered. Should Playtex divest a significant portion or all of its
business in the future, the rating and outlook will be reassessed.

The ratings on Westport, Connecticut-based Playtex reflect its
participation in the highly competitive consumer and personal
products sector, where it faces much larger competitors. The
ratings also reflect the company's weak sales trends and high
leverage. These risks are mitigated somewhat by the company's
leading brands in the sector.

Playtex faced increased challenges in 2003 because of the highly
competitive environment in which it operates and the maturity of
the U.S. consumer products market. Revenues declined about 9% in
2003, compared with the same period the previous year, largely
because of intense competition in feminine care following a new
entry into the plastic applicator segment. As a result, the
company has significantly increased its advertising spending to
defend market share. An expected 17% operating margin for 2003
declined substantially from about 23% in 2002. However, the
company generates the majority of its sales from products in
sectors where it maintains leading market positions.


POPE & TALBOT: Will Pay First-Quarter Dividend on February 27
-------------------------------------------------------------
Pope & Talbot, Inc. (NYSE:POP) announced a first quarter dividend
payment of 8 cents per share, payable on February 27, 2004, to
common stockholders of record February 13, 2004, according to
Michael Flannery, Chairman and Chief Executive Officer.

Pope & Talbot (S&P, BB Corporate Credit Rating, Negative) is
dedicated to the pulp and wood products businesses. The Company is
based in Portland, Oregon and traded on the New York and Pacific
stock exchanges under the symbol POP. Pope & Talbot was founded in
1849 and produces market pulp and softwood lumber at mills in the
U.S. and Canada. Markets for the Company's products include the
U.S., Europe, Canada, South America, Japan and the other Pacific
Rim countries. For more information on Pope & Talbot, Inc., please
check the Web site at http://www.poptal.com/


ROUGE INDUSTRIES: Cleveland-Cliffs Assumes SeverStal Sale Contract
------------------------------------------------------------------
Cleveland-Cliffs Inc., (NYSE: CLF) announced that as part of the
acquisition of the assets of Rouge Industries, SeverStal North
America, Inc. has assumed Cliffs' pellet sales contract with Rouge
with minimal modifications. The contract with Rouge provided that
Cliffs would be the Company's sole supplier of iron ore pellets
through 2012. Cliffs sold 3.0 million tons of pellets to Rouge in
2003.

On October 23, 2003, Rouge filed for Chapter 11 bankruptcy
protection, and on January 30, 2004, sold substantially all of its
assets to SeverStal North America. SeverStal North America is a
U.S. based affiliate of OAO SeverStal which is Russia's second
largest steel producer.

John S. Brinzo, Cliffs' chairman and chief executive officer,
said, "Cliffs has had a long and valued relationship with Rouge.
We congratulate SeverStal on its successful acquisition of the
Rouge assets. We look forward to building on our relationship with
SeverStal and are very pleased to continue to be the Company's
exclusive pellet supplier."

Cleveland-Cliffs, headquartered in Cleveland, Ohio, is the largest
producer of iron ore pellets in North America, and sells the
majority of its pellets to integrated steel companies in North
America and Canada. The Company operates six iron ore mines
located in Michigan, Minnesota and Eastern Canada.


RURAL/METRO: Renews Contract with Bismarck Municipal Airport
------------------------------------------------------------
Rural/Metro Corporation entered into a two-year renewal contract
to continue providing aircraft rescue and fire fighting services
to the Bismarck Municipal Airport in North Dakota.

Jack Brucker, President and Chief Executive Officer, said, "Our
operations in Bismarck are tailored to the highly specialized
airport environment, and support the strategic direction of our
fire protection business. We are pleased to continue delivering
high-quality fire protection services to the Bismarck Airport and
look forward to further enhancing our value in the future."

Bismarck Municipal Airport hosts more than 280,000 passengers
annually, is owned and operated by the City of Bismarck and is one
of four major air carrier facilities in North Dakota. Rural/Metro
has served the airport's fire protection and emergency medical
service needs since 2001.

The airport is in the process of implementing a $25 million
expansion project that will include a new terminal building,
expanded parking, additional ramp space, and various aviation
safety improvements. The airport is the largest aviation facility
in the state and serves the commercial, air cargo and general
aviation needs of Bismarck and Mandan.

Kurt Krumperman, President of the Rural/Metro's Fire and EMS
Group, said, "Our team of firefighters is dedicated to meeting the
needs of the airport and the traveling community that it serves.
We are very proud to renew our contract for an additional two
years and look forward to working with airport authorities as the
facilities and operations continue to grow."

Rural/Metro Corporation provides emergency and non-emergency
medical transportation, fire protection, and other safety services
in 24 states and more than 400 communities throughout the United
States. For more information, visit the company's Web site at
http://www.ruralmetro.com/  

At June 30, 2003, Rural/Metro Corp.'s balance sheet shows a total
shareholders' equity deficit of about $209 million.


SBA COMMS: Unit Arranges $400 Million Sr. Secured Credit Facility
-----------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) announced that its
wholly-owned subsidiary, SBA Senior Finance, Inc., has closed on a
$400 million senior secured credit facility, consisting of a $75
million revolving credit facility and a $325 million term loan.

The facility was provided by a syndicate of lenders. Lehman
Brothers Inc., and Deutsche Bank Securities Inc., were joint lead
arrangers and bookrunners for the new facility. Lehman Commercial
Paper Inc. serves as administrative agent, Deutsche Bank
Securities Inc. and General Electric Capital Corporation serve as
co-syndication agents and TD Securities (USA) Inc. serves as
documentation agent.

The facility provides for loans at either the Eurodollar rate plus
a spread of 350 basis points or the Base Rate (as defined in the
facility) plus a spread of 250 basis points. The term loan
provides for $275 million to be funded at closing and an
additional $50 million to be available to SBASF until November 15,
2004, subject to covenant compliance. The revolving credit
facility matures in July of 2008 and the $325 million term loan
matures in October of 2008. The credit facility is guaranteed by
all subsidiaries of SBASF and is secured by a pledge of all the
assets of SBA and its subsidiaries.

Approximately $152 million of the proceeds from the facility were
used to repay borrowings and assignment fees under SBA's prior
senior secured credit facility. The Company intends to use
approximately $53 million to call the remaining $49.6 million of
its 12% Senior Discount Notes on March 1, 2004. The balance of the
proceeds may be used for general corporate purposes.

"Since the middle of 2003, we have been focused on replacing our
higher cost debt with lower-cost and longer-term financing,"
commented Jeffrey A. Stoops, President and Chief Executive
Officer. "With the closing of the new credit facility and
application of a portion of the proceeds to retire the last of our
12% Senior Discount Notes, since last year we have reduced annual
cash interest costs by over $40 million. Liquidity has been
improved materially and we have eliminated any material debt
amortization requirements prior to maturity of the new credit
facility in 2008. We expect cash flows to be improved materially,
and as a result we are now anticipating positive cash flow from
operating activities in 2004."

SBA (S&P, CCC Corporate Credit Rating, Developing Outlook) is a
leading independent owner and operator of wireless communications
infrastructure in the United States.  SBA generates revenue from
two primary businesses -- site leasing and site development
services.  The primary focus of the company is the leasing of
antenna space on its multi-tenant towers to a variety of wireless
service providers under long-term lease contracts.  Since it was
founded in 1989, SBA has participated in the development of over
20,000 antenna sites in the United States.


SOLECTRON CORP: Completes Divestiture of Dy 4 Systems Business
--------------------------------------------------------------
Solectron Corporation, (NYSE:SLR), a leading provider of
electronics manufacturing and integrated supply chain management
services, said it completed the sale of its Dy 4 Systems business
to Curtiss-Wright Corporation on Jan. 31.

Solectron -- http://www.solectron.com/-- (S&P, B+ Corporate  
Credit Rating, Stable Outlook) provides a full range of global
manufacturing and integrated supply chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new product design and introduction services,
materials management, product manufacturing, and product warranty
and end-of-life support. The company is based in Milpitas,
California, and had sales of $11 billion in fiscal 2003.


SPHERION CORP: Red Ink Continues to Flow in Q4 and Full-Year 2003
-----------------------------------------------------------------
Spherion Corporation (NYSE:SFN) announced financial results for
the fourth quarter and year ended December 26, 2003.

                      FINANCIAL HIGHLIGHTS

Financial results for the fourth quarter and year-ended 2003:

-- Fourth quarter 2003 revenues were $555.0 million compared with
   $526.5 million in the fourth quarter of 2002.

-- The net loss for the three months was $0.7 million or $0.01 per
   share in 2003 and $277.7 million or $4.66 per share in 2002.

-- The loss from continuing operations was $1.6 million or $0.03
   per share in the fourth quarter 2003 compared with $274.2
   million or $4.60 per share in the fourth quarter 2002.

-- Excluding restructuring, goodwill impairment and other charges
   and gains, adjusted earnings from continuing operations for the
   fourth quarter were $0.5 million or $0.01 per share in 2003 and
   $2.6 million or $0.04 per share in 2002.

-- Revenues in both 2003 and 2002 were $2.1 billion. The net loss
   for 2003 was $13.9 million or $0.23 per share compared with
   $903.3 million or $15.20 per share in 2002.

Spherion president and chief operating officer Roy Krause
commented, "U.S. temporary staffing sales trends continued to
improve throughout the fourth quarter, increasing our confidence
that sales efforts are delivering results and economic conditions
impacting our business are steadily improving. Total Company
revenue increased 5% on a sequential quarterly basis driven by
strength in light industrial and clerical staffing and new account
wins."

Krause continued, "We are pleased that we continue to gain sales
momentum, but have further work to do to realize the benefits of
the operating leverage that exists within the Company. Today's
business environment of lower gross margins and increasing
employment related costs require increased efficiency to produce
acceptable returns. Our new operating structure and enterprise-
wide information systems will allow us to capitalize on economies
of scale in our two principal business lines, which will allow us
to deliver higher staffing volume with a lower, more efficient
cost structure. Leveraging these operating enhancements to drive
profitable revenue growth and increase operating cash flow are our
primary objectives in 2004."

                      OPERATING PERFORMANCE

Effective for the fourth quarter 2003, the Company introduced new
operating segments as a result of changes to operating management
structures. Historical segment information has been restated for
2003 and 2002. Restated information is available on the investor
relations page of the Company's web site at
http://www.spherion.com/  

The Staffing Services segment includes clerical and light
industrial temporary staffing, permanent placement and managed
services that were previously reported primarily under the
Recruitment and Outsourcing segments. In the fourth quarter, on an
organic basis, the Staffing Services segment revenue was flat year
over year. Temporary staffing revenue grew approximately 5.3% from
last year, the first year over year growth since 1999, which was
offset by declines in technical and call center managed services.
Competitive pricing, as well as the growth in lower margin
temporary staffing services, resulted in a decline in gross profit
margins to 19.1% in 2003 from 22.1% in 2002. Active expense
management helped to mitigate the gross profit declines resulting
in a fourth quarter segment contribution of 2.4%.

The Professional Services segment includes temporary staffing and
permanent placement of employees that specialize in information
technology, finance and accounting, administrative, legal and
other professional functions. Professional Services performance
improved during the fourth quarter, primarily a result of
increased sales and profitability in North America. Specifically,
the recently combined North American professional recruiting and
technology staffing operations increased revenue 2.9% and improved
segment contribution by $1.8 million from last year. However,
results in Europe and Australia negatively impacted segment
profitability due to weak sales performance and gross profit
margin erosion, which were a loss of $2.9 million in the fourth
quarter, compared with a loss of $2.3 million a year ago.

                         OTHER ITEMS

During the fourth quarter, the Company began the front-office
rollout and the final phase of the enterprise-wide system
implementation. To date approximately 100 locations have
successfully been converted to the new system. Based on the
current, revised roll-out schedule, the completion of the system
implementation is expected early in the third quarter of 2004. The
Company anticipates that it will begin to realize productivity
improvements and reduce operating expenses in the latter part of
2004 from this technology investment and standardization of
business processes.

As previously disclosed, the Company will incur the last of three
restructuring charges in the first quarter of 2004, as the system
implementation and further integration of several business lines
near completion. In the fourth quarter, the Company recorded a
pre-tax restructuring charge of approximately $3.2 million
primarily for severance related to redundancies and centralization
of several business support functions. The Company currently
anticipates a charge of approximately $3 million on a pre-tax
basis in the first quarter 2004, primarily related to facility
consolidation and severance.

                          OUTLOOK

Krause commented, "Weekly sales trends in the U.S. staffing
business for the first three weeks of January continue to show
improvement over the same period last year. Due to seasonal
patterns in the business, first quarter revenues have historically
been lower than fourth quarter revenues. Additionally, while new
pricing programs are helping mitigate the impact of significant
state unemployment rate increases and seasonal effect of payroll
taxes, we expect to see some gross profit margin decline in the
first quarter."

The Company currently anticipates revenue for the first quarter
2004 will be between $520 and $540 million and the loss from
continuing operations will be between $0.04 and $0.09 per share.
This guidance includes a charge of approximately $0.03 per share
for the restructuring activities expected during the first quarter
and assumes a 40% effective tax rate. Excluding the restructuring
charge, the Company anticipates that first quarter adjusted loss
from continuing operations will be between $0.01 and $0.06 per
share.

Spherion Corporation (S&P, B+ Corporate Credit Rating, Negative)
provides recruitment, technology and outsourcing services. Founded
in 1946, with operations in North and Central America, Europe and
Asia/Pacific, Spherion helps companies efficiently plan, acquire
and optimize talent to improve their bottom line. To learn more,
visit http://www.spherion.com/


SPIEGEL GROUP: Asks Court to Restrict Trading to Preserve NOLs
--------------------------------------------------------------
Spiegel Holdings, Inc., a non-debtor and the holder of 89% of
Spiegel Inc. equity, along with Spiegel Inc., the remaining
Debtors that are U.S. entities and certain Spiegel subsidiaries
that are U.S. entities and are not Chapter 11 Debtors, file a
U.S. consolidated federal income tax return.  The Debtors
estimate that the U.S. Spiegel Group has consolidated net
operating loss carry-forwards of $650,000,000 and other valuable
tax attributes, including tax basis in assets that they believe
substantially exceeds fair market value.  The Debtors estimate
that, at the conclusion of the 2003 tax year, the U.S. Spiegel
Group's NOL will be $1,600,000,000.

According to Marc B. Hankin, Esq., at Shearman & Sterling LLP, in
New York, the Debtors' consolidated NOL carry-forwards and excess
tax basis are valuable assets of their estates because the
Internal Revenue Code generally permits corporations to carry
forward NOLs to offset future income, and because the Debtors'
excess tax basis can generate depreciation deductions or capital
loss deductions over time or offset any subsequent capital
appreciation in the assets.  The NOL carry-forwards and
amortization and depreciation deductions relating to excess tax
basis would significantly reduce the Debtors' future federal
income tax liability, depending on future operating results and
on potential asset dispositions, and absent any intervening
limitations.  Although NOL carry-forwards remaining as of the
effective date of a reorganization plan may be substantially
reduced or eliminated pursuant to a Plan as a result of the debt
discharge, the NOL carry-forwards are available to offset any
income realized through the taxable year that includes the
effective date of the plan, including the anticipated gain that
would be recognized from the sale of certain assets.  
Furthermore, even after taking into account any anticipated
cancellation of debt impact on the Debtors, their excess tax
basis could translate into substantial future tax savings over
time.  These savings would enhance the Debtors' cash position for
the benefit of all parties-in-interest and significantly
contribute to the Debtors' efforts toward a successful
reorganization.

The Debtors' ability to use their NOL carry-forwards and excess
tax basis in this way is subject to certain statutory
limitations.  One limitation is contained in 26 U.S.C. Section
382, which, for a corporation that undergoes a change of
ownership, limits that corporation's ability to use its NOLs and
certain other tax attributes to offset future income.  For
purposes of 26 U.S.C. Section 382, a change of ownership occurs
where the percentage of a company's equity held by one or more 5%
shareholders increases by more than fifty percentage points over
the lowest percentage of stock owned by those shareholders at any
time during a three-year rolling testing period.  A 26 U.S.C.
Section 382 change of ownership before confirmation of a plan
would effectively eliminate the Debtors' ability to use their NOL
carry-forwards and certain other tax attributes, including excess
tax basis.

The limitations imposed by 26 U.S.C. Section 382 in the context
of a change of ownership pursuant to a confirmed Chapter 11 Plan
are significantly more relaxed, particularly where the plan
involves the retention or receipt of at least half of the stock
of the reorganized debtor by shareholders or qualified creditors.
Qualified creditors are, in general:

   * those creditors who have held their claims continuously
     since at least 18 months before the filing of the bankruptcy
     petition; or

   * those creditors who hold claims that were incurred in the
     ordinary course of the Debtors' business and have held those
     claims continuously since they were incurred.

Mr. Hankin notes that it is possible that the Debtors' Chapter 11
Plan will involve the issuance of common stock to creditors in
satisfaction, either in whole or in part, of the Debtors'
indebtedness.  In that event, the Debtors may seek to avail
themselves of the special relief afforded by 26 U.S.C. Section
382 for changes in ownership under a confirmed Chapter 11 Plan.

Consistent with the automatic stay, the Debtors need to preserve
the ability to block certain transfers before they occur, and
monitor and possibly object to other changes in the ownership of
stock and claims, to ensure that:

   * a 50% change of ownership does not occur before the Plan
     Effective Date; and

   * for a change of ownership occurring under a Chapter 11 Plan,
     the Debtors have the opportunity to avail themselves of the
     special relief provided by 26 U.S.C. Section 382.

The Debtors do not request an injunction with respect to any
potential transferor or transferee.  Rather, the Debtors merely
seek to establish notice procedures to facilitate the monitoring
of certain transfers and a procedure to impose sanctions on
parties that fail to properly observe and comply with such
transfers.

Mr. Hankin states that by establishing procedures for monitoring
transfers of certain Specified Claims and the Shares, the Debtors
can preserve their ability to seek substantive relief at the
appropriate time if it appears that the transfers may jeopardize
their use of the NOLs.  The Court-approved procedures are:

   (a) Specified Claims Holders

       Any person or entity within the meaning of Section 382
       that proposes to purchase, acquire or otherwise obtain
       ownership of Specified Claims resulting in a Person owning
       an aggregate amount of Specified Claims that equals or
       exceeds $65,000,000 must, at least 15 days before any
       transaction, file with the Court and serve on the Debtors
       and their attorneys a notice, provided, however, that any
       such Person will not be subject to such notice
       requirements to the extent the applicable Specified
       Claims:

       * are acquired from a person owning an aggregate amount of
         Specified Claims that equals or exceed $65,000,000;

       * were purchased, acquired or otherwise obtained by the
         Exempt Transferor after September 17, 2001; and

       * are not Specified Claims that arose in the ordinary
         course of the business of a Debtor and at all times have
         been held by the Exempt Transferor.

       The transferor will also execute the Proposed Transaction
       Notice.

   (b) Spiegel Holdings, Inc.

       As Spiegel Holdings holds 89% of the Shares, it will, at
       least 15 days before any transaction, file with the Court
       and serve on the Debtors and their attorneys the Proposed
       Transaction Notice.  The Debtors will follow the
       procedures with respect to any Transaction Notice.

   (c) Procedures Upon Receipt of a Proposed Transaction Notice

       Upon receipt of a Proposed Transaction Notice, the Debtors
       will have 15 days to object to the transaction.  If the
       Debtors file an objection, then the transaction will not
       be effective unless approved by a final order of the
       Court that is not subject to stay.  Further transactions
       must be the subject of additional notices with an
       additional 15-day waiting period.  If the Debtors
       voluntarily advise such Person in writing prior to the
       15th day that they do not object, the Person may proceed
       with the transaction.

   (d) Transfers In Violation of Procedures are Void Ab Initio

       Any attempted purchase, acquisition, sale or other
       attempted transfer of ownership of the Specified Claims
       and Shares that are subject to the notice requirements
       will be null and void ab initio unless:

       * the applicable parties submit a Proposed Transaction
         Notice to the Debtors; and

       * either:

         -- the Waiting Period expires without objection by the
            Debtors;

         -- the Debtors expressly consent to the proposed
            transfer prior to the expiration of the Waiting
            Period; or

         -- the proposed transaction is approved by a final order
            that is not subject to stay.

   (e) Notice of Ownership of Specified Claims

       Each Person that owns at least $65,000,000 of Specified
       Claims, must, within 20 days of the Court's entry of the
       Interim Order, file and serve on the Debtors and their
       attorneys a notice containing the ownership information.

   (f) The Debtors may waive, in writing, any and all
       restrictions, stays and notification procedures.

Mr. Hankin states that these procedures are narrowly tailored to
permit claims and stock trading to continue, subject only to Rule
3001(e) of the Federal Rules of Bankruptcy Procedure and
applicable securities, corporate, and other laws.  The
restrictions on trading are crucial because once a claim or
interest is transferred, the transaction arguably might not be
reversible for tax purposes, though it should be null and void
under the Bankruptcy Code.  Accordingly, once a transfer acts to
limit the Debtors' ability to use their NOL carry-forwards and
excess tax basis under Section 382, such ability may be
permanently lost.

Mr. Hankin explains that any person or entity believing it is
unjustifiably aggrieved by the restrictions and desirous of
transferring a claim or interest may request relief from the
court at any time. (Spiegel Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


STAR ACQUISITION: UST Appoints Official Creditors' Committee
------------------------------------------------------------
The United States Trustee for Region 19 appointed 7 claimants to
serve on an Official Committee of Unsecured Creditors in Star
Acquisition III, LLC's Chapter 11 cases:

       1. Todd Lucas, Treasurer
          Blakeman Propane,Inc.
          4111 N. Hwy 14-16
          Gillette, WY 82716
          Tlucas@blakemanpropane.com
          Tel: 307 685 7155
          Fax: 307 686 1075

       2. Conley P Smith
          Conley P. Smith Limited
          Liability Company
          1600 Broadway, Suite 2400
          Denver, CO 80202
          conleypsmith@aol.com
          Tel: 303 542 1800
          Fax: 303 892 9299

       3. Charles Ray
          David Read
          Crown Oil Partners, LP
          P.O. Box 51608
          Midland, TX 79710
          cdr8602@aol.com
          Tel: 432 682 8602
          Fax: 432 682 8966
          Dave Read:
          readhatch@comcast.net
          Tel: 303 470 0206
          Fax: 303 470 0206

       4. Joe Kagie
          Falcon Petroleum LLC
          6774 E. Blackhawk Ct.
          Highlands Ranch, CO 80130
          hjkagie@comcast.net
          Tel: 303 346 5321
          Fax: 303 346 5322

       5. Michael J. Hester, Esq
          for Hulls Oilfield Services, Inc.
          P.O. Box 2148
          Ardmore, Oklahoma 73402
          mhesterlaw@aol.com
          Tel: 580 226 6060
          Fax: 580 226 6061

       6. Tim Cleverdon
          MBT Marketing Services
          306 W. Wall, Suite 1209
          Midland, Texas 79701
          mbtms@msn.com
          Tel: 432 684 8480
          Fax: 432 684 1128

       7. Ron Hornig
          England Resources
          1490 W/ Canal Court
          Suite 3000
          Littleton, Colorado 80120
          lotus64@ix.netcom.com
          Tel: 303 861 3000
          Fax: 303 347 0916

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 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.,
represent 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.


STELCO: Unions to Work for Made-In-Canada Solutions to Insolvency
-----------------------------------------------------------------
Leaders of United Steelworkers' locals met Monday to review
documents filed last week by Stelco Inc. in its successful bid for
bankruptcy protection under the Companies Creditors Arrangement
Act (CCAA).

Along with the Steelworkers' Ontario/Atlantic Director, Wayne
Fraser, and National Director Lawrence McBrearty, leaders of
Stelco locals from across Canada formed a working group to drive
the union's role in restructuring.

The group questioned the basis for the company's documented
reasons for the CCAA application, and said any solution to
Stelco's situation must be a "made-in-Canada" solution that is not
based on attacking workers' wages, benefits and pensions.


TENNECO AUTOMOTIVE: Inks Long-Term Supply Agreement with Pep Boys
-----------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced a long-term agreement
with The Pep Boys -- Manny, Moe & Jack (NYSE: PBY) to supply
Monroe(R) shock absorbers, struts and off-road Rancho(R) products
to all of Pep Boys' stores nationwide and in Puerto Rico.

Tenneco Automotive's Monroe, Rancho and DNX(TM) shock absorbers
and struts and DNX and Dynomax(R) performance exhaust products are
scheduled to be available at all Pep Boys' stores beginning in
February 2004.

"We are very pleased to expand our customer base with the addition
of Pep Boys, one of the nation's leading full-service automotive
aftermarket retail and service chains," said Mark P. Frissora,
chairman and CEO, Tenneco Automotive.  "We continue to attract new
aftermarket customers through the strength of our brands, our
premium product offerings and innovative marketing programs."

The Monroe products will be produced primarily at the Tenneco
Automotive facility in Paragould, Arkansas while exhaust will
largely be supplied from its facility in Harrisonburg, Virginia.

"With the addition of Tenneco Automotive's lines of shocks, struts
and performance exhaust products to Pep Boys' product roster,
we're further catering to the needs and wants of the Pep Boys
customer and the automotive enthusiast," said Don L. Casey, Senior
Vice President of Supply Chain and Logistics for Pep Boys.  "Just
like Pep Boys, Tenneco Automotive and its brands are well known
and widely trusted in the automotive aftermarket."

Specific terms of the agreement were not disclosed.

Tenneco Automotive (S&P, B Corporate Credit Rating, Stable
Outlook) is a $3.5 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,600
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are
Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(R) mufflers and DynoMax(R)
performance exhaust products, and Monroe(R) Clevite(R) vibration
control components.

Pep Boys has 595 stores and over 6,000 service bays in 36 states
and Puerto Rico.  Along with its vehicle repair and maintenance
capabilities, the company also serves the commercial auto parts
delivery market and is one of the leading sellers of replacement
tires in the United States.  Customers can find the nearest
location by visiting http://www.pepboys.com/


TIME WARNER TELECOM: 4th-Quarter Net Loss Narrows to $21 Million
----------------------------------------------------------------
Time Warner Telecom Inc. (Nasdaq: TWTC), a leading provider of
managed voice and data networking solutions for business
customers, announced its fourth quarter 2003 financial results,
including $169.4 million in revenue, $58.9 million in EBITDA, and
a net loss of $21.3 million.

For the year ended December 31, 2003, the Company reported revenue
of $669.6 million, EBITDA of $232.3 million, and a net loss of
$89.3 million.

"In 2003, we launched several initiatives to put us on a path for
growth and we have performed well against those goals," said
Larissa Herda, Time Warner Telecom's Chairman, CEO and President.
"We continued with new product innovation to meet our customers'
needs and to further our strategy of leveraging our extensive
local and regional fiber networks. We successfully launched our
metro Ethernet and IP based products in the first quarter, and
expanded the offerings through the fourth quarter."

"Our business continues on a path toward growth and profitability
as we generate success in the enterprise segment, especially with
our data and Internet products. In 2003, we increased our
enterprise customer count by 22% and related revenue by 21% for
the year. While contraction in our carrier revenue and lower
intercarrier compensation rates overshadowed this enterprise
growth, we believe we are focused on the right growth engine for
the future. In 2004, we will continue to focus on differentiating
Time Warner Telecom in the marketplace with an innovative set of
product offerings," said Herda.

                  Results from Operations

                         Revenue

Revenue for the quarter was $169.4 million, as compared to $175.1
million for the same period last year, representing a $5.7 million
decrease. The primary components of the change included:

     --  $12.1 million net increase in revenue from enterprise
         customers (non-carrier)

     --  $7.1 million decrease from carriers and ISPs.  This
         includes a $9.9 million decrease due to lower revenue
         from WorldCom, excluding their intercarrier compensation,
         offset by a $9.2 million settlement with WorldCom, and a
         $6.4 million decrease from other carriers and ISPs

     --  $10.7 million decrease in intercarrier compensation.  
         This includes a $5.5 million decrease due primarily to
         mandated and contractual rate reductions and reduced
         minutes of use, and a $5.2 million reciprocal
         compensation settlement in 2002 that did not recur in
         2003.

By product line, the percentage change in revenue for the fourth
quarter over the same period last year was as follows:

     --  24% increase for data and Internet due to success with
         Ethernet and IP product sales

     --  3% increase for switched services, primarily due to
         increased enterprise customer sales

     --  2% decrease for dedicated transport services, primarily
         due to disconnects and a decrease in contract termination
         revenue

Excluding the settlement and other revenue from WorldCom, the
change in revenue for the fourth quarter over the same period last
year included a 35% increase for data and Internet revenue, an 11%
increase for switched services and a 5% decrease for transport
services.

                         Settlement

In September, as part of WorldCom, Inc.'s bankruptcy proceedings,
the Company resolved a number of open disputes and claims which
were recognized in the third quarter. In addition, both parties
agreed on a claim related to WorldCom's rejection of certain
contracts. In the fourth quarter, Time Warner Telecom monetized
this claim by selling it to a third party for approximately $7
million in cash. The sale of the claim, along with resolution of
certain other disputes, resulted in recognition of $9.2 million of
revenue in the fourth quarter.

                        Disconnects

The Company continues to experience customer disconnects primarily
associated with the overall economic environment and continued
customer network optimization. Disconnects in the quarter resulted
in the loss of $2.9 million of monthly revenue, of which $0.1
million was related to WorldCom. While disconnects increased in
the last half of 2003, they are down 23% from 2002, excluding
WorldCom. For the year, disconnects resulted in the loss of $13.3
million of monthly revenue, of which $3.6 million was related to
WorldCom.

                    EBITDA and Margins

EBITDA for the quarter was $58.9 million, reflecting a 3% increase
from the same period last year. Excluding settlements related to
reciprocal compensation and WorldCom in both periods, and certain
cost savings of $7.0 million in the fourth quarter of 2002, EBITDA
increased 10% to $49.7 million.

EBITDA margin was 35% for the quarter as compared to 33% for the
same period last year. Excluding settlements and the cost savings
referenced above, EBITDA margin was 31% for the fourth quarter of
2003 compared to 27% for the same period last year.

Gross margin was 61% for the quarter as compared to 64% for the
same period last year. Excluding settlements and the cost savings
referenced above, gross margin was 59% for both periods. The
Company utilizes a fully burdened gross margin, including network
costs, national IP backbone costs and personnel costs for customer
care, provisioning, network maintenance, technical field and
network operations.

                         Net Loss

The Company reported a net loss of $21.3 million, or $.19 per
share, for the fourth quarter of 2003, compared to a net loss of
$243.7 million or $2.12 per share for the same period last year.
The full year net loss for 2003 was $89.3 million or $.78 per
share, as compared to $366.0 million or $3.19 per share for 2002.
In the fourth quarter of 2002, the Company recorded an asset
impairment charge of $212.7 million.

                 Other Operating Highlights

As of December 31, 2003, the Company reported $478.6 million in
cash and marketable securities. The Company is in compliance with
all of its financing agreements.

                 Progress on 2003 Initiatives

              Expand Sales and Marketing Efforts

"We met our goals by expanding our sales force through the number
of sales personnel, as well as the skills and knowledge base of
our entire sales force, and our efforts are being reflected in the
growth in our enterprise business," said Herda.

                Increase Network Investments

"Our continued goal is to leverage our fiber network in order to
maximize the return on our investment," said David Rayner, Time
Warner Telecom's Senior Vice President and Chief Financial
Officer. The Company launched an initiative in 2003 to increase
its market opportunities through extension of its local networks,
increased fiber connections to buildings and expansion of its data
services infrastructure. Capital expenditures were $44.9 million
for the quarter and $129.7 million for the year, compared to $12.7
million and $104.8 million for the same respective periods in
2002. Of the $129.7 million capital expenditures for the year,
approximately two thirds were used to expand existing markets and
add new buildings to the network.

"We continue to experience positive momentum in expanding our
network with one of the highest quarters in our history for net
additions to buildings on our fiber network," said Rayner. The
Company closes 2003 with nearly 4,200 buildings served directly by
the Company's fiber network, a 17% increase from 2002. This
reflects the more than 600 net building additions connected by
fiber in 2003, with approximately half occurring in the fourth
quarter. Additionally, the Company increased its metro route miles
by 8% for 2003 over the prior year.

In 2004, the Company expects capital expenditures to be $150 to
$175 million, which includes costs for continued expansion of its
network.

                      Launch New Products

The Company is expanding its networks to reach more customer
buildings and to continually add new products and services that
ride over its networks. The Company launched its metro Ethernet
services in March of 2003 and expanded the product suite in the
fourth quarter with the introduction of "Extended Native LAN,"
which allows customers to connect distant locations throughout
Time Warner Telecom's national footprint. "Our metro Ethernet
products use technology that most of our customers already have in
place, and will leverage our existing network infrastructure and
national IP backbone," said Herda. "Metro Ethernet creates great
cost efficiencies and scalability for our customers."

                       Outlook for 2004

"Our goals for 2004 are an extension of the work we started in
2003," said Herda. "This includes expanding our sales
opportunities through an ongoing focus on enterprise customers, by
increasing our network reach and providing product innovation to
serve our customers' needs. While we believe disconnects and
pricing pressures will remain in the business, we are excited by
the growth prospects of our data and Internet services to our
enterprise customers. We are focused on measured, rational, long-
term growth," concluded Herda.

                        Financial Measures

The Company provides financial measures generated using generally
accepted accounting principles as well as adjustments to GAAP to
describe its business trends. These measures include EBITDA, which
is a widely recognized metric of operating performance and
liquidity. EBITDA is not intended to replace operating income
(loss), net income (loss), cash flow, and other measures of
financial performance and liquidity reported in accordance with
GAAP. Management believes that EBITDA is a standard measure of
operating performance and liquidity that is commonly reported and
widely used by analysts, investors, and other interested parties
in the telecommunications industry because it eliminates many
differences in financial, capitalization, and tax structures, as
well as non-cash and non-operating charges to earnings. Management
uses EBITDA internally to assess on-going operations and it is the
basis for various financial covenants contained in the Company's
debt agreements. The definition of EBITDA under the Company's
credit facility differs from the definition of EBITDA used in this
press release because the credit facility definition also
eliminates certain non-cash losses within certain limits and
certain extraordinary gains.

The Company uses recurring revenue to enhance the comparability of
its revenue performance between periods. The Company presented
EBITDA, gross margins, EBITDA margins and recurring revenue
without the impact of reciprocal compensation settlements and
certain other cost savings to enhance comparability of those
measures between periods. Due to the significant positive impact
of the Company's settlement with WorldCom, Inc., the Company has
presented its selected operating statistics on page 11, both as
reported and net of the settlements as well as a reconciliation
between the two, in order to assist in understanding the impact of
the settlement and the Company's performance during the quarter
net of the impact of that event.

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


TIME WARNER TELECOM: Offering $800 Million F-R and Senior Notes
---------------------------------------------------------------
Time Warner Telecom Inc. (Nasdaq: TWTC), a leading provider of
managed voice and data networking solutions for business
customers, intends to offer, subject to market and other
conditions, $800 million in aggregate principal amount of Second
Priority Senior Secured Floating Rate Notes due 2011 and Senior
Notes due 2014.

The notes will be offered by the company's wholly owned
subsidiary, Time Warner Telecom Holdings Inc., to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and to non U.S. persons under Regulation
S of the Securities Act. The interest rates, offering prices,
ultimate aggregate principal amounts and other terms of the notes
are to be determined.  The Second Priority Senior Secured Floating
Rate Notes will be guaranteed on a senior secured basis, and the
Senior Notes will be guaranteed on a senior unsecured basis, by
Time Warner Telecom Inc. and its subsidiaries.

The net proceeds from the placement of the notes will be used to
permanently retire Holdings' existing senior secured credit
facility and for capital expenditures and other general corporate
purposes. Concurrently with the closing of the offering, the
company intends to call for redemption its 9-3/4% Senior Notes due
2008. The company intends to use cash on hand to complete the
redemption.

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 or to a U.S. person except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state laws.

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


TOOHOME INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: TooHome Inc.
        1321 Research Park Drive
        Dayton, Ohio 45432

Bankruptcy Case No.: 04-30607

Type of Business: The Debtor is an online retailer of home-
                  improvement products.

Chapter 11 Petition Date: January 28, 2004

Court: Southern District of Ohio (Dayton)

Judge: Thomas F. Waldron

Debtor's Counsel: Ira Rubin, Esq.
                  Goldman, Rubin & Shapiro
                  1340 Woodman Drive
                  Dayton, OH 45432
                  Tel: 937-254-4455

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Kessler Industries                         $195,452

Keidel Supply Company                      $150,120

Hughes Supply Company                      $137,952

First Supply Group                         $109,945

Your Other Warehouse                       $107,167

Overture Services                          $104,126

Bath & Brass Emporium                       $96,522

Carr Supply, Inc.                           $56,065

Builders Plumbing/Heat                      $50,481

Central Lighting Co.                        $42,533

Trumbull Industries                         $39,930

Laurence Waxman                             $32,660

Richard R. Shaker                           $30,322

Scott E. Grebler                            $30,226

Courter Company                             $27,754

Richard Ditmer                              $25,000

Your Other Warehouse                        $24,672

Cowan Supply Company                        $23,606

Edelman Plumbing                            $21,432

Beckers Electric Co.                        $17,201


TOWER AUTOMOTIVE: S&P Cuts Ratings over Weak Operating Performance
------------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on Grand
Rapids, Michigan-based Tower Automotive Inc. and related entities,
including lowering the corporate credit rating to 'B+' from 'BB-',
and removed all ratings from CreditWatch where they were placed on
Oct. 16, 2003.

"The downgrade reflects continued weak operating performance due
to intense industry pressures and operating inefficiencies that
have led to the deterioration of the firm's financial profile,"
said Standard & Poor's credit analyst Daniel DiSenso. "The company
is generating sizable negative free cash flow, and credit measures
are very weak, with adjusted debt to EBITDA of more than 5x and
funds from operations to debt of about 10%, below Standard &
Poor's expectations. Tower's new senior management team is taking
numerous steps to improve performance, but it will take some time
to turn around the business."

Total debt, including off-balance sheet operating leases and
accounts receivable financing, and excluding convertible trust
preferred securities, at Sept. 30, 2003, stood at about $1.5
billion. The outlook is negative.

Tower's business assessment reflects the risks associated with the
high fixed-cost and capital-intensive nature of its business;
ongoing pricing pressures; cyclical demand; and well-positioned,
financially stronger competitors.

The new management team is taking aggressive steps to reduce costs
and improve efficiencies including rationalizing North American
operations, creating a global purchasing/manufacturing function,
and strengthening its program launch and management teams.
Management is also performing a strategic assessment of the
company including an evaluation of all assets and investments.

Tower's liquidity is constrained. Moreover, liquidity is expected
to become tighter in the first half of 2004 because of launch
costs for a number of mid-2004 model launches and seasonal
increases in working capital.


TRIMAR INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Trimar, Inc.
        65 Allamuchy Road
        Andover, New Jersey 07821

Bankruptcy Case No.: 04-12944

Chapter 11 Petition Date: January 30, 2004

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Daniel J. Yablonsky, Esq.
                  1600 Route 208 North
                  Hawthorne, NJ 07506
                  Tel: 973-427-2277

Total Assets: $1,100,000

Total Debts:  $509,989

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


UNITED AGRI: Q3 Results Show Continued Progress to Profitability
----------------------------------------------------------------
On January 30, 2004, United Agri Products, Inc., the largest
private distributor of agricultural and non-crop inputs in the
United States and Canada, reported its financial results for the
third quarter ended November 23, 2003.

During the entire third quarter, United Agri Products was wholly-
owned by ConAgra Foods, Inc. and was part of a group of entities
that ConAgra historically operated as an integrated business
referred to as the ConAgra Foods Agricultural Products Business.
On November 24, 2003, an affiliate of Apollo Management, L.P.,
together with United Agri Products' management team, successfully
completed its acquisition of United Agri Products and the United
States and Canadian agricultural inputs businesses within the
ConAgra Foods Agricultural Products Business. The acquisition did
not include a wholesale fertilizer business and other
international crop distribution businesses.

The acquired businesses' revenues for the third quarter reached
$293.8 million, an increase of $15.8 million from the third
quarter of the prior fiscal year. Net sales of crop protection
chemicals increased to $176.9 million in the current period from
$166.1 million in the previous period, due primarily to stronger
sales of cotton defoliation products and increased fall herbicide
applications. Net sales of fertilizer rose to $84.5 million in the
current period from $74.7 million in the previous period, largely
due to better pricing. Net sales of seed declined slightly to
$15.3 million in the current period from $16.1 million. Net sales
of other products declined to $17.2 million in the current period
from $21.1 million in the previous period, primarily due to the
divestiture of the company's animal feed business in Montana.

The acquired businesses' cost of goods sold for the third quarter
was $269.6 million compared with $241.8 million in the previous
period, resulting in a gross profit of $24.2 million in the
current period compared with $36.2 million in the prior period,
and a gross margin of 8.2% for the third quarter compared with
13.0% in the prior period. The decrease was due primarily to a
decrease in chemical rebates due to changes in the company's
monthly rebate estimation process and lower fertilizer margins on
a higher sales base. Selling, general and administrative expenses
of the acquired businesses for the third quarter decreased to
$55.4 million from $59.8 million in the prior period. SG&A
expenses were 18.9% of net sales during the current period
compared with 21.5% of net sales during the prior period. The
dollar decline was due primarily to reduced location expenses
associated with the closure of unprofitable locations and the
consolidation of a formulation plant, offset by slightly lower
recoveries of previously written off bad debts.

"Our third quarter results demonstrate our continued progress
toward returning UAP to its historic profitability," said Kenny
Cordell, President and CEO of United Agri Products. "We are
encouraged that the actions we have taken in the last two years to
increase operating efficiency, cut expenses, and reduce working
capital continue to reflect positively in our results," Cordell
added.

United Agri Products (S&P, B+ Corporate Credit Rating, Stable
Outlook) is the largest private distributor of agricultural and
non-crop inputs in the United States and Canada. The company
markets a comprehensive line of products including crop protection
chemicals, seeds and fertilizers to growers and regional dealers.
In addition, as part of its product offering, United Agri Products
provides a broad array of value-added services including crop
management, biotechnology advisory services, custom blending,
inventory management and custom applications of crop inputs. The
company maintains a comprehensive network of approximately 350
distribution and storage facilities and five formulation and
blending plants, strategically located throughout the United
States and Canada. Additional information about United Agri
Products is available on the company's Web site at
http://www.uap.com/

United Agri Products has furnished a report on its third quarter
results to The Depository Trust Company and JPMorgan Chase Bank,
as trustee under the indenture governing its senior notes. Copies
of the report will be provided to noteholders upon written request
to the trustee.


UNITED AIRLINES: Court Approves $2BB JPMC-Citigroup Exit Facility
-----------------------------------------------------------------
The United Airlines Debtors obtained the U.S. Bankruptcy Court's
approval of a $2,000,000,000 exit financing facility to be
underwritten by JPMorganChase and Citicorp USA, and structured,
arranged and syndicated by JPMorgan Securities and Citigroup
Global Markets Inc.  

The Exit Facility will enable the Debtors to emerge from Chapter
11.  The Exit Facility will replace the Debtors' existing DIP
financing facility, allow the Debtors to fund their Plan of
Reorganization and provide a working line of credit so the Debtors
can seamlessly continue with their daily business operations after
emerging from Chapter 11.

The Debtors executed a commitment letter with:

   (a) JPMC and Citicorp, who committed to provide one-half of
       the principal amount of a senior secured term loan for
       $2,000,000,000.  JPMC and Citicorp will serve as
       co-administrative agents and co-collateral agents for the
       Exit Facility; and

   (b) JPMorgan Securities and CGMI, who have agreed to jointly
       structure, arrange and syndicate Exit Facility.

The material terms of the Exit Facility are:

  The Loan:     A seven-year $2,000,000,000 term loan divided
                into two tranches.  Tranche A includes 80% of the
                original amount and Tranche B the remaining 20%.

  ATSB          Up to $1,600,000,000 will be guaranteed by the
  Guarantee:    Air Transportation Stabilization Board,
                allocated to Tranche A.

  Other         Up to $400,000,000 will be non-ATSB guaranteed,
  Amount:       allocated to Tranche B.

  Board         The ATSB will provide a Federal credit instrument
  Guarantee:    in the form of a comprehensive, irrevocable and
                unconditional guarantee, pledging the full faith
                and credit of the United States of America to pay
                100% of the outstanding principal in Tranche A,
                plus accrued and unpaid interest.  The ATSB
                Guarantee will not extend to the repayment of any
                penalties, fees, indemnified amounts, costs,
                expenses or other amounts payable under the Loan
                Agreement.

  Use of        The Exit Facility will be used to finance
  Proceeds:     working capital and other general corporate
                purposes of UAL Corporation and subsidiaries.

  Interest      If the entire Tranche A is sold to Citibank, for
  Rate:         funding by Govco Inc., it will bear interest at
                Govco's cost of funds in the U.S. commercial
                paper market plus 0.13%.

                If Tranche A is broken up, it will bear interest
                at an Adjusted LIBOR plus an applicable margin.

                Tranche B will bear interest at the Adjusted
                LIBOR plus an applicable margin.

                If the Debtors are in default, the outstanding
                principal amount will bear interest at 2% above
                the otherwise applicable rate.

  Collateral:   The Debtors will pledge all now-owned and after-
                acquired unencumbered real and personal property
                to the Collateral Agents for the benefit of the
                ATSB, the Administrative Agents, the Collateral
                Agents and the Lenders.

  Warrants:     UAL Corporation will issue stock purchase
                warrants to the ATSB and initial Tranche B
                Lenders. (United Airlines Bankruptcy News, Issue
                No. 38; Bankruptcy Creditors' Service, Inc.,
                215/945-7000)   


UNITED AIRLINES: Flight Attendants Say United Cheated its Retirees
------------------------------------------------------------------
At a press conference at Chicago's O'Hare airport Monday, United
Airlines flight attendants, represented by the Association of
Flight Attendants-CWA, AFL-CIO, announced they are undertaking a
major legal, lobbying, advertising, passenger outreach and media
campaign to stop United Airlines from cheating its retirees out of
promised health insurance benefits.

"We intend to make sure that everyone knows that UniTED has
cheaTED thousands of workers out of retirement benefits earned
after decades of dedicated service to our airline," United AFA
Master Executive Council President Greg Davidowitch said. "We will
be lobbying on Capitol Hill, we'll be talking to passengers,
advertising in newspapers, on billboards and buses, flight
attendants will be hounding United management at their public
events and leafleting and picketing at airports in cities around
the world."

The flight attendants are also filing a motion requesting that the
bankruptcy court appoint an examiner to investigate United
Airlines' scheme to intentionally mislead thousands of flight
attendants into ending their careers and retiring early,
defrauding them out of their retirement benefits.

The advertising and passenger outreach campaign's concept
"cheaTED" was revealed at today's press conference at O'Hare
Airport in Chicago followed by passenger leafleting, picketing and
media events at nine of United's hub cities across the country,
including: Denver, Los Angeles, Miami, Newark, New York, San
Francisco, Seattle and Washington, DC.

"United has spent millions marketing Ted as a new, innovative,
happy airline -- but it's not," Davidowitch said. "These contract
violations and double-cross tactics show that there is nothing new
at United. Labor management relations are back to historical lows
and the promise of a new United is gone. Through this attack on
retirees, management has proven that what Ted really stands for is
cheated."

Retired and active flight attendants are taking their fight to
Capitol Hill on Feb. 4 and 5 to inform legislators about United
management's duplicitous attempt to hide behind the bankruptcy
court to renege on their promise to retirees. The proposed changes
were not a part of United's restructuring agreement and are not
necessary for the airline's successful reorganization, but they
will devastate thousands of retirees.

United management signed a letter of agreement in May 2003 to
ensure that flight attendants retiring before July 1, 2003 would
have access to health care benefits that were less costly and more
comprehensive than those that would be in place for workers who
retire after that date. Based on that agreement, almost 2,500
flight attendants retired before the July 1 deadline, only to find
out just six months later that United intends to double-cross them
by cutting their benefits and raising their costs.

Under United's plan, retirees will have to pay up to $650 per
month for less health care -- more than 10 times more than they
pay now for better health benefits -- and there is no cap on
contributions as health care costs climb each year. For retirees
on incomes that average about $1,200 a month, these cuts will be
devastating.

"Although not prepared emotionally or financially to retire, the
risks of my critical illness and not being able to afford my
healthcare weighed heavily on me and was ultimately THE deciding
factor to take early retirement," said Eileen Bugbee, a recently
retired flight attendant who is battling colon cancer. "I am
facing additional surgery and if United Airlines is legally
successful in reneging on its word and forcing flight attendants
who retired prior to July 1, 2003, to suffer additional insurance
costs, I cannot continue to live on my limited fixed income."

Eileen's story will be featured in an advertisement in the
Washington, DC newspaper Roll Call on Wednesday, Feb. 4, as United
retirees and active employees make visits to lawmakers. It will be
the first in a series of ads around the country that dramatically
tell the personal stories of United retirees who will suffer at
the hands of United's callousness.

Log on to http://www.unitedafa.org/to read the hundreds of  
personal stories retirees have submitted to the union's website
about the effects the benefit changes will have on their lives.

More than 46,000 flight attendants, including the 21,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. Visit
http://www.unitedafa.org/


UNITED RENTALS: Receives Noteholders' Consent to Amend Indenture
----------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) announced that, based on
information received from the depositary in the company's current
tender offer and consent solicitation, it has received consents
from holders of more than 97% of its outstanding 10-3/4% Senior
Notes due 2008 issued under an indenture dated April 20, 2001
(CUSIP No. 911365AB0) and 10-3/4% Senior Notes due 2008 issued
under an indenture dated December 24, 2002 (CUSIP No. 911365AE4).

The consents are sufficient to effect all proposed amendments to
the indentures governing the 10-3/4% Notes as set forth in the
company's Offer to Purchase and Consent Solicitation Statement
dated January 16, 2004, pursuant to which the tender offer and the
consent solicitation are being made.

The consent solicitation relating to the 10-3/4% Notes expired
Friday, January 30, 2004 at 5:00 p.m., New York City time.  As of
the Consent Date, the company had received tenders of notes and
deliveries of related consents from holders of 97.78% of the
$650,000,000 aggregate principal amount of 2001 10-3/4% Notes
outstanding and 97.12% of the $210,000,000 aggregate principal
amount of 2002 10-3/4% Notes outstanding.

The company announced that, subject to the terms and conditions of
the tender offer, the Total Consideration to be paid per $1,000
principal amount of 10-3/4% Notes validly tendered and not
properly withdrawn on or prior to the Consent Date has been fixed
at $1,184.668, which includes the consent payment of $20.00 and
accrued interest.  The company also announced that the Tender
Offer Consideration to be paid per $1,000 principal amount of
10-3/4% Notes validly tendered and not properly withdrawn after
the Consent Date has been fixed at $1,164.668, which included
accrued interest, subject to the terms and conditions of the
tender offer.  These amounts were determined based upon the
pricing formula set forth in the Offer to Purchase and Consent
Solicitation Statement and assuming a settlement date of
February 17, 2004.

The company has executed supplemental indentures effecting the
proposed amendments to the indentures governing the 10-3/4% Notes.  
These supplemental indentures will only become operative if the
company accepts the notes of the applicable series for payment
pursuant to the terms of the tender offer.  When the amendments
become operative, they will be binding on the holders of
10-3/4% Notes not tendered for purchase in the tender offer.

The tender offer expires at midnight, New York City time, on
February 13, 2004, unless extended or earlier terminated.

The company has retained Credit Suisse First Boston LLC, Banc of
America Securities LLC and J.P. Morgan Securities Inc. to serve as
the Dealer Managers and Solicitation Agents for the tender offer.  
Requests for documents may be directed to MacKenzie Partners,
Inc., the Information Agent, by telephone at (800)322-2885 (toll-
free) or (212)929-5500 (collect).  Questions regarding the tender
offer may be directed to Credit Suisse First Boston, at (800)820-
1653 (toll-free) or (212)538-4807 (collect), Banc of America
Securities LLC, at (888)292-0070 (toll-free) or (212)847-5834
(collect) or JP Morgan, at (800)245-8812 (toll-free) or (212)270-
1100 (collect).

United Rentals, Inc. (S&P, BB Corporate Credit Rating) is the
largest equipment rental company in North America, with an
integrated network of more than 750 locations in 47 states, seven
Canadian provinces and Mexico. The company serves 1.8 million
customers, including construction and industrial companies,
manufacturers, utilities, municipalities, homeowners and others.
The company offers for rent over 600 different types of equipment
with a total original cost of approximately $3.6 billion.


US STEEL: $600 Million Shelf Gets S&P's Prelim. Ratings of BB-/B
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
senior unsecured and preliminary 'B' subordinated debt ratings to
United States Steel Corp.'s $600 million universal shelf. The
company may also issue preferred stock under the shelf.

At the same time, Standard & Poor's affirmed all its existing
ratings, including the 'BB-' corporate credit rating on U.S. Steel
and revised its outlook on the company to stable from negative.
Total debt for the Pittsburgh, Pennsylvania-based company was $2.2
billion (including operating leases) for the December 2003
quarter.

"The outlook revision reflects the anticipated improvements in the
company's financial profile owing to its ongoing cost-reduction
initiatives, as well as benefits from management's actions to
moderate potentially high cash outlays for its pension obligations
in the next few years," said Standard & Poor's credit analyst Paul
Vastola.

The ratings reflect the company's aggressive financial leverage--
including its underfunded postretirement benefit obligations--and
challenging market conditions, which overshadow its good liquidity
and its improved market share and cost position following its May
20, 2003, acquisition of National Steel Corp. The company also
benefits from a product mix that is more diverse than its
competitors. Following its acquisition of the assets of National,
U.S. Steel's domestic steel production capability increased to
19.4 million tons, making it the largest integrated steel producer
in North America.

The company also has about 6 million tons of operating capacity at
its European (USSE) operations, located in the Slovak Republic and
Serbia. As a part of the National acquisition, U.S. Steel reached
a new agreement with the United Steelworkers of America. The
agreement enabled U.S. Steel to significantly reduce its employee
and retiree health care expenses through the introduction of
variable cost-sharing mechanisms and a workforce reduction of at
least 20% at both the U.S. Steel and National Steel facilities,
which is now mostly complete. Headcount reductions together with
acquisition synergies are expected to generate at least $400
million in annual cost savings by the end of 2004, the majority of
which has already been realized by the company. The company also
is benefiting from elimination of the legacy (postretirement
benefits) costs related to National's postretirement plans that
were not assumed by U.S. Steel. These savings are considered vital
to improving the company's cost position.

Conditions in the North American steel industry have recently
stabilized as steel producers announced numerous selling price
increases and surcharges, primarily to offset the significant rise
in scrap, coke, iron ore and natural gas costs. It is unclear as
to when scrap costs will cease their rapid escalation. However, in
the near to intermediate term, steel producers should be able to
continue to drive steel prices higher and offset these cost
pressures. Higher prices are supported by a steady improvement in
demand and tight supply due to low import levels, which have been
precluded by a weak U.S. dollar and China's continued absorption
of most of the excess global steel production.


USG CORPORATION: Judge Wolin Denies Recusal Motions & Requests
--------------------------------------------------------------
Judge Alfred M. Wolin, the district court judge who is presiding
over the asbestos personal injury issues in the USG (NYSE: USG)
bankruptcy case, denied a motion by USG to remove him from the
case.  USG plans to seek review of the decision in the Third
Circuit Court of Appeals.

In November 2003, USG and the Official Committee of Unsecured
Creditors in USG's bankruptcy cases filed motions to remove Judge
Wolin from presiding over USG's cases. Similar motions for removal
were brought by certain creditors in other asbestos-related
bankruptcy cases assigned to Judge Wolin. All of these motions
were denied by Judge Wolin in the decision issued Monday.

USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum wallboard,
joint compound and related gypsum products; cement board; gypsum
fiber panels; ceiling panels and grid; and building products
distribution. For more information about USG Corporation, visit
the USG home page at http://www.usg.com/


USG CORP: Fourth-Quarter & FY 2003 Results Reflect Solid Growth
---------------------------------------------------------------
USG Corporation (NYSE: USG) reported fourth quarter 2003 net sales
of $927 million and net earnings of $46 million. This compared
with net sales and net earnings of $851 million and $21 million,
respectively, in the fourth quarter of 2002. Diluted earnings per
share for the fourth quarter of 2003 were $1.07, compared with
$0.49 in the fourth quarter of 2002.

Net sales and net earnings for the year 2003 were $3,666 million
and $122 million, respectively. Diluted earnings per share for the
year were $2.82. Net earnings in 2003 were reduced by a non-cash,
after-tax charge of $16 million, or $0.37 per share, related to
the adoption of Statement of Financial Accounting Standards (SFAS)
No. 143, "Accounting for Asset Retirement Obligations."

Net sales and net earnings for 2002 were $3,468 million and $43
million, respectively. Diluted earnings per share for 2002 totaled
$1.00. Net earnings in 2002 included a non-cash, non-tax-
deductible charge of $96 million, or $2.22 per share, related to
the adoption of SFAS No. 142, "Goodwill and Other Intangible
Assets."

Earnings before the cumulative effect of these accounting changes
were $138 million in 2003 and $139 million in 2002. Diluted
earnings per share before these changes were $3.19 and $3.22 for
2003 and 2002, respectively. "USG's businesses are healthy and
profitable," said USG Corporation Chairman, President and CEO,
William C. Foote. Foote continued, "One of our primary goals is to
build and further strengthen these businesses, ensuring that they
are well-positioned for continued success when we emerge from our
asbestos- related Chapter 11 reorganization. Our results
demonstrate that we are making solid progress toward that goal."

USG's gypsum business shipped record volumes of USG Sheetrockr
Brand gypsum wallboard and joint compounds, as well as Durockr
Brand cement board. Investments in recent years that added new,
low-cost manufacturing capacity enabled the company to satisfy
strong market demand for those products. The domestic ceilings
business recorded weaker results in 2003 due to low industry
demand and higher costs for energy and steel. However, new
marketing and distribution policies are being effectively
implemented and are expected to help improve profitability. USG
also continued to invest in its distribution business, which
achieved growth in both revenue and operating profit and expanded
its presence in several markets.

"While our businesses have grown and become stronger, higher costs
have been reducing profit margins," stated Foote. "Our plans in
2004 will have a continued focus on improving operating margins
while pursuing select growth opportunities. We will emphasize
outstanding customer service, value-added products and cost
improvements in the areas of energy, production, distribution,
employee benefits and material sourcing. We have already begun
implementing a number of initiatives in these areas and will see
benefits beginning this year."

                    Core Business Results

                    North American Gypsum

USG's North American Gypsum business recorded net sales of $591
million and an operating profit of $64 million in the fourth
quarter. Net sales increased by 13 percent compared to the fourth
quarter of 2002, while operating profit increased by 8 percent.
The increase in sales and profits came from higher realized prices
for USG Sheetrock Brand gypsum wallboard and record fourth quarter
shipments of wallboard and other products.

United States Gypsum Company had net sales of $528 million and
operating profit of $48 million in the fourth quarter. Compared to
the fourth quarter of 2002, net sales increased by 11 percent and
operating profit rose by 2 percent.

Strong demand from new housing and residential remodeling helped
U.S. Gypsum achieve shipment records in the fourth quarter and for
the entire year. Wallboard shipments in the fourth quarter totaled
2.7 billion square feet, 12 percent higher than shipments in the
fourth quarter of 2002. U.S. Gypsum's wallboard shipments for all
of 2003 were 10.4 billion square feet, a record volume that was 3
percent higher than 2002 shipments.

U.S. Gypsum's nationwide average realized price of wallboard was
$106.01 per thousand square feet during the fourth quarter. This
is 3 percent higher than the same period a year ago and 4 percent
higher than in the preceding quarter.

U.S. Gypsum's fourth quarter and 12 months 2003 operating profit
margins were lower than in the same periods in 2002. Operating
profit margins declined primarily due to higher costs for energy,
information technology and employee benefits, as well as severance
costs associated with a salaried workforce reduction in the fourth
quarter of 2003. The workforce reduction, combined with cost
savings from employee benefit modifications and new operating
efficiency programs, will help to partially mitigate continuing
cost pressures in 2004.

The gypsum division of Canada-based CGC Inc. reported fourth
quarter 2003 net sales of $68 million, an increase of 24 percent
over the same period a year ago. Operating profit was $10 million,
an increase of $2 million compared with last year's fourth quarter
results. The increases in sales and profits were favorably
impacted by a stronger Canadian dollar as well as stronger
Sheetrock Brand gypsum wallboard and joint compound volumes and
prices.

                       Worldwide Ceilings

USG's Worldwide Ceilings business reported fourth quarter 2003 net
sales of $149 million, an increase of 5 percent from the fourth
quarter of 2002. The business had an operating profit of $10
million, compared with an operating loss of $2 million in last
year's fourth quarter. Results in the fourth quarter of 2002
included an $11 million charge for a plant closure and other
activities designed to make USG International's European ceilings
business more profitable.

USG Interiors' operating profit for the fourth quarter was $8
million, an increase of $2 million compared to the fourth quarter
of 2002. This increase was principally due to improved pricing on
ceiling tile products and increased shipments of ceiling tile and
grid in the quarter. For the year, operating profit margins
declined and are likely to remain under pressure due to weak
demand for commercial ceiling products and increases in the cost
of steel, energy and employee benefits. To help improve
profitability, USG Interiors is continuing to implement a margin
improvement plan that includes changes to its marketing and
distribution policies and a continued focus on operating
efficiencies.

USG International had break-even results in the fourth quarter of
2003, compared to a loss of $9 million for the same period a year
ago when results included the aforementioned $11 million charge.
The ceilings division of Canada-based CGC had a $2 million profit,
compared to $1 million in the fourth quarter of 2002.

                Building Products Distribution

L&W Supply, USG's building products distribution subsidiary,
reported fourth quarter 2003 net sales of $334 million and
operating profit of $12 million. Sales increased $32 million,
while operating profit declined $1 million, compared to the fourth
quarter of 2002.

L&W's higher sales reflect record fourth quarter shipments of
gypsum wallboard, higher selling prices for wallboard and
increased sales of complementary building products such as drywall
metal, joint compound, roofing and ceiling products. Operating
profit declined primarily due to the impact of higher gypsum
wallboard and employee benefit costs.

                Other Consolidated Information

Fourth quarter 2003 selling and administrative expenses totaled
$85 million, an increase of $11 million versus the fourth quarter
last year. This increase was primarily due to higher employee and
retiree benefit costs, salaries, severance related to a salaried
workforce reduction program and expenses for a Key Employee
Retention Program approved by the bankruptcy court. For the year,
selling and administrative expenses totaled $324 million,
representing 8.8 percent of net sales compared to 9.0 percent of
net sales in 2002.

Interest expense for the fourth quarter and 12 months of 2003 was
$1 million and $6 million, respectively. For the same periods in
2002, interest expense was $4 million and $8 million,
respectively. Under AICPA Statement of Position 90-7 ("SOP 90-7"),
"Financial Reporting by Entities in Reorganization under the
Bankruptcy Code," virtually all of USG's outstanding debt is
classified as liabilities subject to compromise, and interest
expense on this debt is not accrued or recorded. Contractual
interest expense not accrued or recorded on pre-petition debt
totaled $18 million and $71 million for the fourth quarter and 12
months of 2003, respectively.

For the fourth quarter, USG's Chapter 11 reorganization expenses
of $4 million reflected $6 million of legal and financial advisory
fees, partially offset by $2 million of interest income earned by
the USG companies in Chapter 11. Under SOP 90-7, interest income
earned on cash accumulated as a result of the Chapter 11 filing is
recorded as an offset to Chapter 11 reorganization expenses. In
2003, USG's Chapter 11 reorganization expenses totaled $11
million, reflecting $19 million of legal and financial advisory
fees, partially offset by $8 million of bankruptcy-related
interest income.

As of December 31, 2003, USG had $947 million of cash, cash
equivalents, restricted cash and marketable securities on a
consolidated basis, up from $830 million as of December 31, 2002,
and $901 million on September 30, 2003.

Capital expenditures for the fourth quarter and 12 months of 2003
were $50 million and $111 million, respectively. Capital
expenditures for the same periods in 2002 were $36 million and
$100 million, respectively.

                Chapter 11 Reorganization

USG and its principal domestic subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code on January 25, 2001. This action was taken to
resolve asbestos claims in a fair and equitable manner, protect
the long-term value of the businesses, and maintain market
leadership positions.

USG's bankruptcy cases were assigned to Judge Alfred M. Wolin of
the United States District Court of New Jersey. Judge Wolin is
handling the asbestos personal injury liability issues in USG's
cases, and all other issues have been assigned to a bankruptcy
judge. In November 2003, USG and the Official Committee of
Unsecured Creditors in USG's bankruptcy cases filed a motion to
remove Judge Wolin from presiding over USG's cases. Similar
motions for removal were brought by certain creditors in other
asbestos-related bankruptcy cases assigned to Judge Wolin.

In November 2003, Judge Wolin issued an order staying proceedings
in USG's bankruptcy cases as well as other asbestos-related
bankruptcies assigned to him pending resolution of the motions.
This stay order applies only to proceedings relating to asbestos
personal injury claims and does not apply to matters that are
pending before the bankruptcy judge assigned to USG's cases.

USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum wallboard,
joint compound and related gypsum products; cement board; gypsum
fiber panels; ceiling panels and grid; and building products
distribution. For more information about USG Corporation, visit
the USG home page at http://www.usg.com/


VILLA LUISA LLC: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Villa Luisa, LLC
        aka Villa Louisa, LLC
        Warren Sabloff MM
        1123 Broadway, Suite 800
        New York, NY 10010

Bankruptcy Case No.: 04-10639

Type of Business: The Debtor is a Real Estate Developer.

Chapter 11 Petition Date: February 1, 2004

Court: Southern District of New York (Manhattan)

Judge: Carter Beatty

Debtor's Counsel: Gus Michael Farinella, Esq.
                  Law Offices of Gus Michael Farinella
                  82-11 37th Avenue, Suite 702
                  Jackson Heights, NY 11372
                  Tel: 718-899-1400
                  Fax: 718-899-8844

Total Assets: $7,027,500

Total Debts:  $2,956,000

Debtor's 12 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
James Norton                  Deposits made on        $1,300,000
C/O Curraw Porto, Esq.        Executory Contracts
1011 N. Armenia NE
Tampa, FL 33607

Laquer Corporate Realty       Real Estate Brokerage     $800,000
Group Suite 650               Fees
444 Brickell Avenue
Miami, FL 33131

Vincent Pastorie              Real Estate Brokerage     $400,000
Associates, Inc.              Fees
530 Ocean Drive, Suite 108
Miami Beach, FL 33139

Mike Samuel                   Professional Fees         $100,000

Greenberg Traunig             2003/2004 Professional     $55,000
                              Services Rendered to
                              Debtor

Stuart C. Fishen              Professional Fees          $50,000

John R. Quinn                 Professional Fees          $50,000

Florida Restoration           2003 Professional          $50,000
                              Services rendered
                              to debtor

Curran Porto, Esq.            Professional Legal         $50,000
                              Fees

John Nichols, AIA             Architecture Fees          $36,000

The Christopher Company       Loan                       $35,000

Warren Sabloff                Loan                       $30,000


WATERLINK INC: Calgon Carbon Pitches Best Bid for Certain Assets
----------------------------------------------------------------
Calgon Carbon Corporation (NYSE: CCC) announced that Waterlink,
Inc. and its affiliated companies have approved Calgon Carbon's
bid as the highest and best for Waterlink Specialty Products,
which is comprised of the operating units that make up Waterlink,
Inc.'s former Specialty Products Division.

Calgon Carbon's bid, which was made at an auction held in
Cleveland on January 30, 2004, is in the amount of $35.2 million,
plus the assumption of certain liabilities. The assets to be
acquired include the operating assets of Waterlink, Inc.'s U.S.-
based subsidiary, Barnebey Sutcliffe Corporation, and the stock of
Waterlink (UK) Limited, a holding company that owns the stock of
Waterlink, Inc.'s operating subsidiaries in the United Kingdom.
The sale is subject to approval by the United States Bankruptcy
Court for the District of Delaware, where the Chapter 11 cases of
Waterlink, Inc. and certain of its subsidiaries are pending. The
Bankruptcy Court will hold a hearing on the sale on Tuesday,
February 3, 2004.

Known as Barnebey Sutcliffe in the U.S. and Sutcliffe Speakman in
the U.K, Waterlink Specialty Products is a leading provider of
products, equipment, systems, and services related to activated
carbon and its uses for water and air purification, solvent
recovery, odor control, and chemical processing. Waterlink
Specialty Products employs 250 employees at 12 locations in the
U.S. and the U.K. For fiscal year 2003, Waterlink Specialty
Products' sales were $66.9 million.

Commenting on the announcement, John Stanik, Calgon Carbon's
president and chief executive officer, said, "The acquisition of
Waterlink Specialty Products represents major progress in our
strategic initiative to strengthen our carbon and service
business."

"We have great respect for Waterlink's capability and look forward
to combining the strengths of both companies. The acquisition will
enhance our capability in carbon reactivation and impregnation,
and in on-site services. Waterlink Specialty Products' position as
a major distributor of coconut-based carbon products will support
our goal of achieving leadership in that $145-million market."

"Waterlink is also a major supplier of carbon-based equipment and
systems for treating water and air, including filters and panels
for indoor air purification and systems for odor control. They
have been a long-time leader in the design and fabrication of
solvent recovery systems which, when combined with our Vara
division, will establish Calgon Carbon as the leader in that
market."

Mr. Stanik added, "Barnebey Sutcliffe and Sutcliffe Speakman have
a long-standing reputation in the activated carbon industry for
quality products and services. They will bring both growth and
added value to our carbon and service business which will enable
us to better serve customers in the air and water treatment
markets."

Calgon Carbon Corporation, headquartered in Pittsburgh,
Pennsylvania, is a global leader in services and solutions for
making air and water cleaner and safer. The company employs
approximately 1,000 people at 14 operating facilities and 11 sales
and service centers worldwide.

Waterlink Inc., is an international provider of integrated water
and air purification solutions for both industrial and municipal
customers. It filed for Chapter 11 protection on June 27, 2003, in
the U.S. Bankruptcy Court for the District of Delaware (Lead
Bankr. Case No. 03-11989).


WESTAFF INC: Delays Filing of Annual Report on SEC Form 10-K
------------------------------------------------------------
Westaff, Inc. (Nasdaq:WSTF), a leading provider of temporary light
industrial, clerical/administrative and call center staff, delayed
filing its annual report on Form 10-K. Westaff has filed a
notification of late filing under Rule 12b-25 to extend the filing
deadline because its lending group has exercised its rights to
require the Company to enter into discussions to amend certain
provisions of its credit facility.

The outcome of such negotiations is uncertain, but may affect the
financial statement presentations and related financial
disclosures with respect to the credit facility.

On January 27, 2004 the Company was notified by its lending agent
that, in order to avoid a technical covenant violation, the
Company would be required to formally amend its credit agreement
to clarify provisions defining earnings before interest, taxes,
depreciation and amortization for purposes of financial covenant
calculations. This issue relates to the treatment of certain add-
backs to EBITDA for the fourth quarter of fiscal 2003 for purposes
of calculating minimum EBITDA amounts. In addition to the
technical corrections to EBITDA, the lenders are also working with
the Company to renegotiate further amendments to its lending
agreement which may result in reducing Westaff's borrowing
availability and increasing the cost of funds under the credit
facility. Any further reduction in borrowing availability would
result in added pressure on the liquidity of the Company and any
increase in the cost of funds would affect the Company's future
results of operations. The Company requires additional time to
complete the negotiations and determine the impact of any such
revisions on the Company's liquidity and appropriate financial
statement presentations and related financial disclosures.

The Company anticipates completing its negotiations promptly and
expects to file its Annual Report on Form 10-K within the
applicable extension period.

Westaff provides staffing services and employment opportunities
for businesses in global markets. Westaff annually employs
approximately 150,000 people and services more than 14,000 client
accounts from 270 offices located throughout the U.S., the United
Kingdom, Australia, New Zealand, Norway and Denmark. For more
information, please visit the Company's Web site at
http://www.westaff.com/


WICKES: Seeks OK to Sign-Up Piper Rudnick as Bankruptcy Counsel
---------------------------------------------------------------
Wickes, Inc., seeks permission from the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division to hire Piper
Rudnick LLP as Attorneys.

Piper Rudnick, in its capacity will:

     a. advise the Debtor with respect to its powers and duties
        as debtor and debtor-in-possession in the continued
        management and operation of its business and properties;

     b. attend meetings and negotiate with representatives of
        creditors and other parties in interest, and advise and
        consult with the Debtor on the conduct of the Case,
        including all of the legal and administrative
        requirements of operating in chapter 11;

     c. advise the Debtor in connection with any contemplated
        business combination or sales of assets, including
        negotiating any sale, merger or joint venture
        agreements, formulating and implementing any bidding
        procedures, evaluating competing offers, drafting
        appropriate corporate documents with respect to the
        proposed sales, and assisting with the closing of any
        such sales;

     d. advise the Debtor in connection with:

          i) post-petition financing,

         ii) cash collateral arrangements,

        iii) pre-petition financing issues and

         iv) financing and capital structure under any plan of
             reorganization, including negotiation and drafting
             documents relating to all of the foregoing;

     e. advise the Debtor on matters relating to the assumption
        or rejection or assignment of unexpired leases and
        executory contracts;

     f. advise the Debtor with respect to legal issues arising
        in or relating to the Debtor's ordinary course of
        business, including employee, workers' compensation,
        employee benefits, labor, tax, environmental, banking,
        insurance, securities, corporate, business operations,
        contracts, joint ventures, real property, press/public
        affairs and regulatory matters, continuing reporting and
        disclosure obligations, if any, under securities laws
        and attend meetings of the Debtor's board of directors,
        senior management and the Debtor's financial and
        turnaround advisors;

     g. take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        its behalf, the defense of any actions commenced against
        it and the prosecution of objections to claims filed
        against the Debtor's estate, and negotiations concerning
        the foregoing;

     h. prepare on behalf of the Debtor all motions,
        applications, answers, orders, reports and papers
        necessary to the administration of the Debtor's estate;

     i. negotiate and prepare on the Debtor's behalf any plans)           
        of reorganization, disclosure statement(s) and related
        agreements and/or documents, and take any necessary
        action on behalf of the Debtor to obtain confirmation of
        such plan(s);

     j. attend meetings with third parties and participate in
        negotiations with respect to the above matters;

     k. appear before this Court and other courts to protect the
        interests of the Debtor's estate before such courts; and

     l. perform all other necessary legal services and provide
        all other necessary legal advice to the Debtor in
        connection with the Case.

Missner reports that Piper Rudnick's hourly rates range from:

     Partners and of Counsel   $335 to $750 per hour
     Associates                $195 to $410 per hour
     Paralegals                $35 to $210 per hour

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of  
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers. The Company filed for chapter 11
protection on January 20, 2004 (Bankr. N.D. Ill. Case No. 04-
02221).  Richard M. Bendix Jr., Esq., at Schwartz Cooper
Greenberger & Krauss represents the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed $155,453,000 in total assets and $168,199,000 in total
debts.


WORKFLOW MANAGEMENT: Enters Sale Pact with Perseus and Renaissance
------------------------------------------------------------------
Workflow Management, Inc. (Nasdaq:WORK) announced that, by vote of
all of its non-management directors, it has entered into both a
definitive agreement to be acquired by Perseus, L.L.C. and The
Renaissance Group, LLC and an amendment and limited waiver to the
Company's existing credit facility.

                     Agreement to be Acquired

Workflow Management has entered into a definitive agreement
pursuant to which WF Holdings, Inc., an entity formed and
controlled by Perseus, L.L.C., and The Renaissance Group, LLC,
will acquire the Company for $4.87 per share in cash. The Company
will continue to operate as a leading provider of end-to-end print
solutions throughout the United States, Canada and Puerto Rico.

Perseus is a private equity firm based in Washington, D.C. and New
York, New York, with over $2.0 billion of capital under
management. Renaissance, an investment firm based in Denver,
Colorado, was founded and is controlled by Greg Mosher, an
executive with over 25 years of business experience in a wide
range of industries.

The transaction is subject to the approval of the Company's
stockholders and the satisfaction of various closing conditions,
including a financing condition and a limitation on the Company's
net debt at closing. Financing commitment letters have been
obtained by the purchasers with respect to all financing necessary
to consummate the transaction, subject to the satisfaction of
certain conditions. The transaction is expected to close as soon
as possible, but not later than April 30, 2004.

Gerald F. Mahoney, the Company's Chairman of the Board commented,
"The Board of Directors explored numerous alternatives to address
our credit facility obligations that mature in 2004, including a
strategic sale, high yield debt offering and a variety of
alternative financing scenarios. After considering these
alternatives carefully, and after conducting a comprehensive
auction process that resulted in Perseus and Renaissance
submitting the highest offer to purchase the Company, the Board
concluded that the opportunity presented by Perseus and
Renaissance is in the best interests of our stockholders."

Mr. Mosher of Renaissance stated, "Workflow Management is one of
the leading providers of end-to-end print solutions in North
America, with a strong brand name, enviable customer base and
leading edge product and services offering. As a privately held
company, and with a solid capital structure and new infusion of
equity, Workflow will be able to expand upon its current business
platform, better serve its customers and expand into new markets.
We anticipate a seamless transition of ownership, with no
interruption to our relationships with customers, vendors and
other business constituents."

Jefferies & Company, Inc., is acting as the Company's financial
advisor and has rendered a fairness opinion in connection with the
transaction.

                    Credit Facility Amendment

Workflow Management also announced that it has entered into an
amendment to its credit facility with its senior lenders that
consents to the acquisition by Perseus and Renaissance, provides
limited interest rate relief, defers certain fees and warrant
vesting, and provides for the waiver of certain financial covenant
defaults caused by the recent Chapter 11 bankruptcy filing by one
of the Company's largest customers, KB Toys, Inc., which owes the
Company approximately $5 million. The limited default waiver and
other lender accommodations under the credit facility amendment
expire automatically if the merger agreement with Renaissance and
Perseus is terminated for any reason or if the transaction
otherwise is not consummated by April 30, 2004, or in certain
circumstances, March 31, 2004.

Further, Mr. Mahoney commented, "We are very appreciative of the
cooperation our lenders have provided which facilitated our
agreement with Perseus and Renaissance, and in particular, their
willingness to grant us the time, flexibility and waivers to
financial covenants necessary to consummate the merger."

Workflow Management, a leading provider of end-to-end print
solutions with consolidated revenues of $622.7 million for its
fiscal year ended April 30, 2003, employs approximately 2,700
persons and operates throughout the United States, Canada and
Puerto Rico with 52 sales offices, 12 manufacturing facilities,
and 14 warehouses and distribution centers. Company management
believes that the Company's services, from production of logo-
imprinted promotional items to multi-color annual reports, have a
reputation for reliability and innovation. Workflow's complete set
of solutions includes document design and production consulting;
full-service print manufacturing; warehousing and fulfillment; and
one of the industry's most comprehensive e-procurement, management
and logistics systems. Through custom combinations of these
services, the Company can deliver substantial savings to customers
- eliminating much of the hidden cost in the print supply chain.
By outsourcing print-related business processes to Workflow
Management, customers may streamline their operations and focus on
their core business objectives. For more information, go to the
Company's Web site at http://www.workflowmanagement.com/

Perseus, L.L.C. is a merchant bank and private equity fund
management company with offices in Washington D.C. and New York
City. Since its inception in 1995, Perseus has managed over $2.0
billion in committed capital across several private equity funds
focused on leveraged buyout, growth equity and venture capital
investments. Frequently partnering with entrepreneurial managers,
Perseus generally invests in companies in which it can participate
actively in the company's strategic planning, operations and
development, and thereby add significant value to its investment.
Additional information about Perseus is available at
http://www.perseusllc.com/  

                         *      *      *

                    Credit Facility Amendment

Workflow Management has entered into a definitive agreement with
its senior lenders that amends the Company's credit facility.
Under the terms of the amendment, the $50 million term loan
originally due on December 31, 2003 now matures on May 1, 2004.
The $16.8 million term loan and the approximately $100 million in
availability asset-based revolver, both of which were originally
due on June 30, 2005, now mature on August 1, 2004. In addition to
modifying the maturity dates of the Company's senior debt, the
credit facility amendment also provides the Company with improved
advance rates under the asset-based revolver on eligible accounts
receivable and inventory.

As previously announced, at April 30, 2003, the Company had
exceeded certain covenants in the credit facility that limited
capital expenditures and the incurrence of restructuring costs. As
part of the credit facility amendment, the Company's senior
lenders have waived these defaults. The amendment also modifies
the calculation of EBITDA for credit facility covenant purposes to
exclude the impact of the goodwill impairment and the results of
discontinued operations and amends certain financial covenants for
future periods in a manner consistent with the Company's current
business plan and forecasts.

As part of the credit facility amendment, the Company also changed
the conditions under which its lenders may exercise warrants to
purchase the Company's common stock and agreed to modify the
exercise schedule of the warrants. In addition, the Company agreed
to increase the number of shares of its common stock potentially
issuable upon exercise of these warrants.

                 Sale of Discontinued Operations

The Company also reported the successful divestiture of certain
non-core print manufacturing operations. The assets and
liabilities of the divested businesses, which have been excluded
from the Company's historical operating results and classified as
discontinued operations, were sold to a financial buyer for $5.0
million in gross proceeds. After payment of expenses, the
transaction generated net cash proceeds of approximately $4.9
million. Under the terms of the credit facility amendment
discussed above, the Company will use these net proceeds to make
certain earn-out payments that were due in May 2003 under purchase
agreements for prior acquisitions and to reduce outstanding
indebtedness under the credit facility.


WORLD AIRWAYS: Inks $19 Million Contract Extension with Menlo
-------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) has signed a contract extension
with Menlo Worldwide (formerly Emery Worldwide) valued at
approximately $19 million.  This extends World's current contract
through December 2004.

Under the contract, World Airways will operate an MD-11 freighter
aircraft between Dayton, Ohio, and Brussels, Belgium.  The renewal
of this agreement marks the beginning of the sixth consecutive
year that World Airways and Menlo Worldwide have operated an MD-11
freighter aircraft over this route.

Hollis L. Harris, chairman and CEO of World Airways, stated, "This
renewal is a solid indication of the trust and value we have built
with each other, and reflects our commitment to building long-term
partnerships.  It is confirmation of the high level of reliability
that the MD-11 freighter continues to exhibit year after year."

Utilizing a well-maintained fleet of international range, widebody
aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.
For more information, visit the Company's Web site at
http://www.worldairways.com/  

At September 30, 2003, the company's balance sheet is upside down
by $13.7 million.


WRC MEDIA: S&P Assigns B+ Rating to $114MM Proposed Bank Loans
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to WRC
Media Inc.'s $114.1 million proposed, amended, and restated first-
lien senior secured bank credit facilities due 2006. A recovery
rating of '1' was also assigned to the facilities. 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 a default scenario.

At the same time, Standard & Poor's assigned its 'B' rating and a
recovery rating of '2' to the company's proposed $60 million
second-lien senior secured term loan due 2009. The term loan is
rated at the same level as the corporate credit rating; this and
the '2' recovery rating indicate the expectation for substantial
recovery of principal (80%-100%) in the event of a default.
Proceeds from the loan are expected to be used to repay a portion
of the company's existing credit facility and provide roughly $16
million in cash for general corporate purposes. The transaction
improves near-term liquidity by eliminating bank debt amortization
requirements over the next seven quarters, paying down the
revolving credit facility, and improving the cushion of covenant
compliance.

Standard & Poor's existing ratings on WRC Media, including the 'B'
corporate credit rating, remain on CreditWatch with negative
implications, pending completion of the refinancing. Upon
completion, Standard & Poor's will affirm the ratings. The ratings
outlook will be negative, reflecting the lackluster near-term
operating prospects for supplemental educational spending and the
need to refinance significant bank debt maturities in 2006. The
newly assigned ratings were not placed on CreditWatch.

New York, N.Y.-based WRC Media is a supplemental education
publisher serving the school, library, and home markets. Pro forma
total debt as of Dec. 31, 2003, was $296 million and preferred
stock was $138 million.

Revenues declined 9% while EBITDA fell 20% in the three months
ended Dec. 31, 2003, which historically has been the company's
second strongest quarter. "The declines were largely due to
reductions in state and local educational spending for
supplemental educational materials," said credit analyst Hal
Diamond. "In addition, Standard & Poor's is concerned that these
cuts and delayed purchases may continue to undermine profitability
over the near term."

A pro forma cash balance of $17 million as of Dec. 31, 2003, and
the $30 million undrawn revolving credit facility provide a degree
of near-term liquidity. There currently is a sufficient cushion
against covenants to withstand some further earnings pressure.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 18-19, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Healthcare Transactions
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
         Annual Spring Meeting
            J.W. Marriott, Washington, D.C.
               Contact: 1-703-739-0800 or http://www.abiworld.org  

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 17-18, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Corporation Reorganizations
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

November 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Distressed Investing 2004
         The Plaza Hotel, New York
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***