TCR_Public/040206.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 6, 2004, Vol. 8, No. 26

                          Headlines

3D SYSTEMS: Settles All Disputes and Litigation with EOS GmbH
AES CORP: Will Redeem 8% Senior Notes & 10% Secured Senior Notes
AIR CANADA: Asks for Court Nod to Amend CCAA Lender Definition
AIR CANADA: ALPA Air Canada Jazz Unit Re-Elects Pilot Officers
ALASKA AIR GROUP: Reports January Passenger Traffic for Units

ALLEGHENY ENERGY: Receives SEC Approval for $1.6BB Debt Issuance
ALLIANCE HEALTHCARD: Miller Ray Airs Going Concern Uncertainty
AMERADA HESS: Declares Quarterly Preferred Share Dividend
AMERCO: Resumes Regular Quarterly Preferred Share Dividend
AMERICA WEST: Reports 8.1% Increase in January 2004 Traffic

AMERICA WEST: Reports Outstanding Operating Performance for Dec.
AMERICAN TOWER: Closes 7.25% Sr. Debt Offering & Calls 6.25% Notes
AMERICAN TOWER: S&P Assigns Junk Rating to $225MM 7.5% Sr. Notes
AMNIS SYSTEMS: Inks LOI to Purchase Corridor Communications Corp.
ARGOSY GAMING: S&P Rates $350 Mil. Sr. Subordinated Notes at B+

ATA HOLDINGS: S&P Revises CreditWatch Implications to Positive
AURORA FOODS: Court Okays Miller Buckfire as Financial Advisor
AVADO BRANDS: Files for Chapter 11 Reorganization in N.D. Texas
AVADO BRANDS INC: Case Summary & 50 Largest Unsecured Creditors
BEAUTYCO INC: Signs-Up Tomlins & Goins as Bankruptcy Counsel

BIONOVA HOLDING: Enters Financial Restructuring Pact with Savia
BOYD GAMING: Reports Improved 4th-Quarter 2003 Financial Results
BROOKLYN NAVY: Fitch Cuts Sr. Debt Rating to Speculative Grade
BUDGET GROUP: Claims Classification/Treatment Under Amended Plan
CHINA WORLD: Losses & Capital Deficit Raise Going Concern Doubt

COMMSCOPE INC: S&P Affirms Low-B Level Credit & Sub. Debt Ratings
CROMPTON CORP: S&P Cuts Rating to BB on Ongoing Earnings Weakness
CWMBS INC: Fitch Hacks Class B3 Notes' Rating to Junk Level
DELTA AIR: Sets Annual Shareholders' Meeting for April 23, 2004
DELTA AIR: January 2004 Traffic Increases By 0.3%

DII INDUSTRIES: Receives Final Nod for $350 Million DIP Facility
DIRECTV: Raven Media Asks Court to Subordinate Hughes' Claims
EL PASO CORP: Agrees to Sell Aruba Refinery to Valero for $465MM
EL PASO CORP: Valero Confirms Purchase of Aruba Refinery & Assets
ENRON CORP: EMI Wins Nod to Sell Partnership Interest to VF II

EXD ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
FACTORY 2-U: Brings-In Hennigan Bennet as Reorganization Counsel
GARDEN HOLDINGS: Case Summary & Largest Creditor
GASEL TRANSPORTATION: Goff Backa Replaces Van Krevel as Auditors
GENCORP INC: Will Pay Quarterly Cash Dividend on February 27, 2004

GLOBE METALLURGICAL: February 20 Fixed as Admin. Claims Bar Date
GMAC COMM'L: S&P Takes Rating Actions on Series 1996-C1 Notes
HARDWOOD: Nixes Proposed Amalgamation with Rogers Associate
HARNISCHFEGER: Look for First-Quarter Results by February 25, 2004
HEADWATERS: S&P Ups Ratings to BB after Closing of Equity Offering

HEARTLAND COMM: Case Summary & 20 Largest Unsecured Creditors
HOLLINGER INC: Sets Retraction Price for Retractable Common Shares
HW AVIATION LLC: Voluntary Chapter 11 Case Summary
IMC GLOBAL: Board of Directors Declares Preferred Share Dividend
INTERFACE INC: Completes $135 Million Debt Refinancing Transaction

INTERNET CAPITAL: Will Publish Fourth-Quarter Results on Feb. 19
JACKSON PRODUCTS: Seeks Okay to Tap Gallop Johnson as Attorneys
KAISER ALUMINUM: Gets Conditional Nod for Various Labor Agreements
KAISER ALUMINUM: Wants Nod to Sell Stake in Alpart to Glencore
KMART CORP: Objects to 45 Florida Tax Claims Totaling $1.4 Million

LENNOX INT'L: Fourth-Quarter Results Reflect Significant Growth
MAIL-WELL INC: Unit Completes $320-Million Senior Debt Offering
MAIL-WELL: Wins Consents to Amend 8-3/4% Senior Debt Indenture
MANITOWOC CO.: Red Ink Continues to Flow in Fourth-Quarter 2003
METROPOLITAN INVESTMENT: Voluntary Chapter 7 Case Summary

METROPOLITAN MORTGAGE: Case Summary & 50 Unsecured Creditors
MINORPLANET SYSTEMS: Commences Nasdaq Trading Under MNPLQ Symbol
MIRANT CORP: Wants Court to Clear Pepco Energy Settlement Pact
MOODY'S CORP: Reports Improved Year-Over-Year 4th Quarter Results
MORGADO WINE: Case Summary & 20 Largest Unsecured Creditors

NATIONAL CENTURY: Balks at Network Pharmaceuticals' $8.5MM Claim
NEW CENTURY FINANCIAL: Annual Shareholders' Meeting Set for May 5
NORTHWESTERN: Otter Tail Wants to Acquire South Dakota-Based Ops.
OWENS-ILLINOIS: S&P Downgrades Corporate Credit Rating to BB-
OWENS CORNING: Plans to Divest Its Vytec Vinyl Siding Operation

PAC-WEST TELECOMM: Will Publish Q4 and YE 2003 Results on Feb. 18
PC LANDING CORP: Secures Exclusivity Extension through May 31
PENN FINANCIAL: Bankruptcy Court Establishes Claims Bar Dates
PERKINELMER INC: Says Products Affected by FDA Action are Safe
PG&E NATIONAL: Court Clears Cash Management System Modification

PLAYTEX PRODUCTS: Prices $460MM 8% Senior Secured Debt Offering
POLYONE CORP: Fourth-Quarter 2003 Net Loss Tops $183 Million
REPTRON ELECTRONICS: Plan of Reorganization Declared Effective
RESMED INC: Fourth-Quarter 2003 Results Show Marked Improvement
RIVAL TECHNOLOGIES: Brings-In Dohan & Company as New Accountants

ROGERS COMMS: Reports Weaker Performance for Fourth-Quarter 2003
SLATER STEEL: Universal Stainless Submits Bid for Fort Wayne Plant
SLATER STEEL: Fort Wayne Asset Auction Set for February 11, 2004
SLATER STEEL: Union and Pinnacle Want Liquidation Slowed Down
STAR ACQUISITION: Appel & Lucas Serving as Bankruptcy Attorneys

STONE & WEBSTER: 3rd Amended Chapter 11 Plan is Now Effective
TIDEMARK PARTNERS: Case Summary & 20 Largest Unsecured Creditors
UNITED COMPANIES: Fitch Takes Rating Action on Various Contracts
UNITED RENTALS: Will Host 4th-Quarter Conference Call on Feb. 25
UNIVERSAL COMMS: Auditors Express Going Concern Uncertainty

UNUMPROVIDENT CORP: Fourth-Quarter 2003 Results Sink into Red Ink
US AIR: Enters Stipulation Settling US Bank & State Street Claim
WATERLINK INC: Court Approves Asset Sale to Calgon Carbon Corp.
WEIRTON STEEL: Wants Approval for Temporary Low Earnings Program
WELLMAN: S&P Rates Planned $185M Sec. First-Lien Term Loan at B+

WICKES INC: Taps Sitrick & Company as Communications Consultants
WILLIS GROUP: Posts Flat 4th-Quarter Results & Increased Dividend
WORLDCOM: Court Approves Modified Scully Scott Engagement Terms
XM SATELLITE: Will Redeem 7.75% Convertible Subordinated Notes
XO COMMS: Intends to File Application to Trade Shares on Nasdaq

* Harold Kaplan is New Chairman of Gardner Carton & Douglas LLP

* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
and Other Disasters

                          *********

3D SYSTEMS: Settles All Disputes and Litigation with EOS GmbH
-------------------------------------------------------------
3D Systems Corporation (Nasdaq:TDSC) has entered into an agreement
with EOS GmbH that settles all worldwide disputes and litigation
between 3D Systems and EOS GmbH.

Under the terms of this settlement agreement, 3D Systems and EOS
waived all claims for damages with respect to their pending
disputes and litigation. In addition, both companies licensed
various patents to each other. As part of this settlement, EOS is
to pay 3D Systems certain royalties for its patent license, and 3D
Systems expects to begin selling under its own brand certain laser
sintering equipment and related products produced by EOS under an
OEM supply arrangement.

"We are very pleased that we have been able to conclude this
settlement successfully," said Abe N. Reichental, 3D Systems'
Chief Executive Officer. "The closure of this chapter enables us
to concentrate our resources on developing and delivering to our
customers valuable solid imaging solutions designed to improve
their bottom line. Our ability to expand the range of customer
solutions by adding certain EOS-produced sintering systems to our
own product line enables us to deliver to our customers a broader
range of value-based solutions."

Founded in 1986, 3D Systems(R), the solid imaging company(SM),
provides solid imaging products and systems solutions that reduce
the time and cost of designing products and facilitate direct and
indirect manufacturing. Its systems utilize patented proprietary
technologies to create physical objects from digital input that
can be used in design communication, prototyping, and as
functional end-use parts.

3D Systems offers a wide range of imaging, communication rapid
prototyping and on-demand manufacturing systems, including the MJM
product line (InVision(TM) 3-D printer and ThermoJet(R) solid
object printer), SLA(R) (stereolithography) systems, SLS(R)
(selective laser sintering) systems, and Accura(R) materials
(including photopolymers, metals, nylons, engineering plastics,
and thermoplastics).

More information on the company is available at
http://www.3dsystems.com/

                         *    *    *

                   Going Concern Uncertainty

The Company's condensed consolidated financial statements have
been prepared assuming the Company will continue as a going
concern. The Company incurred operating losses totaling $14.4
million and $21.4 million for the nine months ended September 26,
2003 and the year ended December 31, 2002, respectively. In
addition, the Company had a working capital deficit of $4.4
million and an accumulated deficit in earnings of $35.8 million at
September 26, 2003. These factors among others raise substantial
doubt about the Company's ability to continue as a going concern.

Management's plans include raising additional working capital
through debt or equity financing. In May 2003, the Company sold
approximately 2.6 million shares of its Series B Convertible
Preferred Stock for aggregate consideration of $15.8 million and
the Company repaid $9.6 million of the U.S. Bank term loan balance
with a portion of the net proceeds.

Management intends to obtain debt financing to replace the U.S.
Bank financing, and in July 2003, management accepted a proposal
from Congress Financial, a subsidiary of Wachovia, to provide a
secured revolving credit facility of up to $20.0 million, subject
to its completion of due diligence to its satisfaction and other
conditions. In October 2003, Congress determined not to extend a
commitment of financing to the Company. In October 2003,
management accepted a proposal from Silicon Valley Bank to provide
a revolving line of credit up to $12.0 million. In October 2003,
Silicon Valley Bank preliminarily approved this credit facility.
Any credit facility will be subject to completion by Silicon of
its due diligence and other customary closing conditions.

Management continues to pursue alternative financing sources.
Additionally, management intends to pursue a program to improve
its operating performance and to continue cost saving programs.
However, there is no assurance that the Company will succeed in
accomplishing any or all of these initiatives.


AES CORP: Will Redeem 8% Senior Notes & 10% Secured Senior Notes
----------------------------------------------------------------
The AES Corporation (NYSE: AES) called for redemption $155,049,000
aggregate principal amount of its outstanding 8% Senior Notes due
2008, which represents the entire outstanding principal amount of
the 8% Senior Notes due 2008, and $34,174,000 aggregate principal
amount of its outstanding 10% secured Senior Notes due 2005.

The 8% Senior Notes due 2008 and the 10% secured Senior Notes due
2005 will be redeemed on March 8, 2004 at a redemption price equal
to 100% of the principal amount plus accrued and unpaid interest
to the redemption date. The mandatory redemption of the 10%
secured Senior Notes due 2005 is being made with a portion of
AES's "Adjusted Free Cash Flow" (as defined in the indenture
pursuant to which the notes were issued) for the fiscal year ended
December 31, 2003 as required by the indenture and will be made on
a pro rata basis.

AES -- whose senior unsecured debt is rated at 'B' by Fitch -- is
a leading global power company comprised of contract generation,
competitive supply, large utilities and growth distribution
businesses.

The company's generating assets include interests in 118
facilities totaling over 45 gigawatts of capacity, in 28
countries. AES's electricity distribution network sells 89,614
gigawatt hours per year to over 11 million end-use customers.

For more general information visit http://www.aes.com/


AIR CANADA: Asks for Court Nod to Amend CCAA Lender Definition
--------------------------------------------------------------
The Initial CCAA Order currently defines "CCAA Lender" as
"General Electric Capital Canada Inc. or GE Canada Finance Inc.
together with any participation in a syndication of the CCAA
Credit Facility. . . ."

By this motion, the Air Canada Applicants ask Mr. Justice Farley
to amend the definition of "CCAA Lender" under the Initial CCAA
Order.

Due to an internal corporate restructuring involving GE Canada
Finance Inc., which completed at the end of January 2004, GE
Canada Finance will transfer and assign its assets to another
Canadian resident corporate entity, which ultimately will be
wholly owned by General Electric Co.  The Applicants want to add
the words "or their respective successors and assigns" after "GE
Canada Finance Inc." in the present definition. (Air Canada
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AIR CANADA: ALPA Air Canada Jazz Unit Re-Elects Pilot Officers
--------------------------------------------------------------
Leaders of the Air Line Pilots Association, International (ALPA)
unit representing Air Canada Jazz pilots have re-elected pilot
officers to serve two-year terms beginning this week.

Following a vote by the representatives on the Air Canada Jazz
pilots' union governing body, the Master Executive Council (MEC),
Captain Nick DiCintio was re-elected to a second term as chairman,
Captain Monty Allan was re-elected as vice-chairman, Captain Terry
McTeer was re-elected as secretary and Captain Rod Lypchuk was
re-elected treasurer.

Captain DiCintio is a Montreal based pilot with 15 years of
service at Air Canada Jazz. Captain Allen is based in Toronto and
has 21 years of service with the airline. Captain McTeer is based
in Victoria, and has 19 years of service with Jazz, and Captain
Lypchuk is based in Vancouver and has 15 years of service with the
carrier.

"I look forward to continuing to serve the Air Canada Jazz pilots
during these challenging times," said Captain DiCintio. "I thank
the MEC for their continued support of not only myself, but their
support for the entire slate of incumbent officers. The continuity
in leadership will allow the MEC leadership to reinforce on behalf
of the Jazz pilots that we endorse business oriented solutions to
the ongoing Air Canada bankruptcy restructuring process," added
Captain DiCintio

The Air Canada Jazz pilots have been working cooperatively with
Air Canada and Air Canada Jazz throughout the restructuring with a
view to realigning fleet and costs to ensure Air Canada's
continued success in the increasingly competitive North American
market, including the ultimate objective of maximizing shareholder
value and economic return for all stakeholders.

The Air Canada Jazz pilots Master Executive Council is comprised
of four MEC officers and 14 status representatives who act on
behalf of the 1400 Air Canada Jazz pilots. ALPA, the oldest and
largest pilots union in North America, represents 66,000 pilots at
43 carriers in the United States and Canada. ALPA's Web site is
http://www.alpa.org/


ALASKA AIR GROUP: Reports January Passenger Traffic for Units
-------------------------------------------------------------
Alaska Air Group, Inc. (NYSE: ALK) reported January passenger
traffic for its subsidiaries, Alaska Airlines and Horizon Air.  

January traffic includes the effect of the severe winter storm
that negatively impacted operations in Seattle and Portland. More
than 1,500 flights, or 5.3 percent of scheduled departures for
the month, were cancelled.

                       ALASKA AIRLINES

Alaska Airlines' January traffic increased 11.6 percent to 1.127
billion revenue passenger miles (RPMs) from 1.010 billion flown a
year earlier. Capacity during January was 1.674 billion available
seat miles (ASMs), 4.3 percent higher than the 1.605 billion in
January 2003.

The passenger load factor (the percentage of available seats
occupied by fare paying passengers) for the month was 67.3
percent, compared to 62.9 percent in January 2003.  The airline
carried 1,122,200 passengers compared to 1,049,000 in January
2003.

                        HORIZON AIR

Horizon Air's January traffic increased 11.1 percent to 128.1
million RPMs from 115.3 million flown a year earlier.  Capacity
during January was 203.6 million ASMs, 2.9 percent lower than last
year's 209.7 million.

The passenger load factor for the month was 62.9 percent, compared
to 55.0 percent last January.  The airline carried 372,300
passengers compared to 356,200 in January 2003.

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries.

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on Alaska Air Group Inc. and subsidiary Alaska
Airlines Inc., including lowering the corporate credit rating on
both to 'BB-' from 'BB.' Ratings were removed from CreditWatch,
where they were placed March 18, 2003. The outlook is negative.


ALLEGHENY ENERGY: Receives SEC Approval for $1.6BB Debt Issuance
----------------------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) announced that the Securities
and Exchange Commission has approved the Company's request to
issue up to $1.6 billion of indebtedness for it and its
subsidiary, Allegheny Energy Supply Company, LLC, in order to
refinance existing debt. There is no assurance that Allegheny will
be able to consummate a refinancing on terms satisfactory to it.

The SEC also approved the Company's request to issue certain
guarantees that will allow the release of approximately $76
million currently held in escrow. These funds are expected to be
used for reduction of existing debt. In addition, the SEC approved
Allegheny Energy, Inc.'s request for issuance of up to $350
million in equity, although the Company has no immediate plans to
do so.

"This is very positive news for Allegheny Energy," said Paul J.
Evanson, Chairman and CEO. "The SEC's approval will allow us to
move forward with steps for improving our liquidity and
strengthening our balance sheet. We appreciate the fine efforts of
the SEC staff and others with respect to this prompt approval."

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

                          *    *    *

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

Ratings downgraded and on Rating Watch Negative by Fitch:

   Allegheny Energy, Inc.

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

   Allegheny Capital Trust I

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

   Allegheny Energy Supply Company LLC

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

   Allegheny Generating Company

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

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

   Allegheny Energy Supply Company LLC

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

   Allegheny Energy Statutory Trust 2001-A Notes

      --Senior secured notes 'B+'.

   West Penn Power Company

      --Medium-term notes 'BBB-'.

   Potomac Edison Company

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

   Monongahela Power Company

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

Ratings affirmed; Rating Outlook Stable:

   West Penn Funding LLC

      --Transition bonds 'AAA'.

   Allegheny Energy Supply Company LLC

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


ALLIANCE HEALTHCARD: Miller Ray Airs Going Concern Uncertainty
--------------------------------------------------------------
Alliance HealthCard, Inc. specializes in creating, marketing and
distributing value added healthcare savings programs, services,
and products. Alliance gives individuals and families access to
healthcare providers offering up to 16 major healthcare services
at significantly discounted fees for a low annual fee. Alliance
markets to predominantly underserved markets where individuals
either have limited health benefits, or no insurance. These
markets may vary widely from senior populations with Medicare (no
prescription benefits), part-time employees, to pockets of the
over 40 million uninsured looking for lower cost medical services
and access to providers.  

The Company was founded in September 1998 as a limited liability
company and reorganized into a Georgia corporation in February
1999. The Company is not an insurance provider, but is a provider
of an innovative membership organization that receives discounts
for healthcare-related products and services from networks of
providers. Alliance offers its programs to consumers who are
underinsured, uninsured and to individuals who participate in
employer sponsored health plans that provide primary health
insurance, but do not provide insurance coverage for certain
healthcare-related services and products. The Company began sales
of its membership cards in November 1999. The Company has financed
its operations to date through the sale of its securities and a
line of credit obtained in May 2000.

The Company reported a net loss of $1,042,536 in 2003 compared to
a net loss of $1,632,811 for the prior year. The decrease in the
net loss is principally a result of the increase in  revenue and
gross profit increase from CVS and State Farm contracts.   

The Company's net working capital decreased $1,028,377 to a
negative $2,289,615 during the 12 months ended September 30, 2003
from a negative $1,261,238 at September 30, 2002. The decrease in
working capital was attributable to the following: (a) a decrease
in cash due to the Company's net loss; (b) an increase of $370,451
in accounts payable related to the CVS contract; (c) an increase
in accrued compensation due to salary deferrals for certain
officers and employees; (d) an increase in deferred revenue
primarily relating to annual membership payments received from
members related to the CVS contract.

On May 22, 2003 the Company extended its credit agreement with
SunTrust Bank in Atlanta, Georgia. The agreement provided the
Company with a $500,000 working capital facility secured by
personal guaranties from certain officers and directors of the
Company who received common stock options in exchange for their
guaranties. The credit agreement matured on July 31, 2003. The
principal balance of $484,272, plus accrued interest, was repaid
in full on August 13, 2003. The Company secured a new working
capital facility on July 10, 2003 with Branch Banking And Trust
Company. The agreement provides the Company with a $650,000
working capital facility secured by personal guaranties from
certain officers and directors of the Company. The credit
agreement matures on July 9, 2004 and bears an interest rate of
the bank's prime rate plus 0.9% per annum to be adjusted daily.
The Company has $525,000 available under its credit agreement as
of September 30, 2003. The new working capital facility will
continue to be used to provide on-going capital to fund the
implementation of new contracts and general corporate operations.

The Company's future profitability, liquidity and capital
requirements will depend upon numerous factors, including the
success of its product offerings and competing market
developments. The Company has not yet achieved, and may never
achieve, profitable operations.

Miller Ray & Houser, LLP, of Atlanta, Georgia, stated in their
Auditors Report dated November 25, 2003:  "The accompanying
financial statements have been prepared assuming that the Company
will continue as a going concern...[T]he Company's significant
operating losses and lack of equity raise substantial doubt about
its ability to continue as a going concern."  


AMERADA HESS: Declares Quarterly Preferred Share Dividend
---------------------------------------------------------
The Board of Directors of Amerada Hess Corporation (NYSE: AHC)
declared a quarterly dividend of $0.9333 cents per share payable
on the 7.00% Mandatory Convertible Preferred Stock of the
Corporation on March 1, 2004 to holders of record at the close of
business on February 15, 2004.

Amerada Hess (S&P, BB+ Mandatory Convertible Preferred Shares
Rating, Negative Outlook), headquartered in New York, is a global
integrated energy company engaged in the exploration for and the
production, purchase, transportation and sale of crude oil and
natural gas, as well as the production and sale of refined
petroleum products.


AMERCO: Resumes Regular Quarterly Preferred Share Dividend
----------------------------------------------------------
On February 4, 2004, the Board of Directors of AMERCO, the holding
company for U-Haul International, Inc., and other companies,
declared a regular quarterly cash dividend of $0.53125 per share
on the Company's Series A, 8-1/2 percent Preferred Stock (NYSE:
A0+A).

The dividend will be payable March 1, 2004 to holders of record on
February 16, 2004.  The Board anticipates the resumption of cash
dividends on a quarterly basis going forward.

The Company will address the deferred dividend payments subsequent
to emergence from Chapter 11.

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


AMERICA WEST: Reports 8.1% Increase in January 2004 Traffic
-----------------------------------------------------------
America West Airlines (NYSE: AWA) reported traffic statistics for
the month of January 2004.

Revenue passenger miles (RPMs) for January 2004 were a record 1.7
billion, an increase of 8.1 percent from January 2003.  Capacity
for January 2004 was a record 2.5 billion available seat miles
(ASMs), up 4.9 percent from January 2003.  The passenger load
factor for the month of January was a record 67.9 percent versus
65.9 percent in January 2003.

"We are pleased to report our tenth consecutive month of record
load factors in January, which is typically one of our slower
months," said Scott Kirby, executive vice president, sales and
marketing.  "We're happy to have maintained flat unit revenues
with a five percent increase in both stage length and available
seat miles."

The following summarizes America West's January traffic results
for 2004 and 2003:

                                Jan. 2004    Jan. 2003    % Change
Revenue Passenger Miles (000)   1,676,418    1,550,805      8.1
Available Seat Miles (000)      2,467,891    2,352,492      4.9
Load Factor (percent)              67.9         65.9      2.0 pts.
Enplanements                    1,553,072    1,475,951      5.2

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

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


AMERICA WEST: Reports Outstanding Operating Performance for Dec.
----------------------------------------------------------------
America West Airlines (NYSE: AWA) ranked second among the major
airlines in three out of four categories of operational
performance as reported in the Department of Transportation's Air
Travel Consumer Report for December 2003.  

The airline's on-time performance, completion factor and customer
complaints were the second best among the major airlines, earning
employees a fifth $50 performance bonus in seven months.

The airline's customer complaints decreased by 67 percent year-
over-year to just 0.36 complaints per 100,000 customers, which is
the lowest number of complaints the airline has reported since
1995.  "We're thrilled that our customer complaints have reached
an eight-year low," said Jeff McClelland, chief operating officer.  
"Our 13,000 employees are focused on providing friendly and
helpful service all the time and these latest statistics show that
their hard work is definitely paying off.  So, we're quite pleased
to be making our fifth operating performance payment in the last
seven months."

America West's on-time performance in December 2003 was 79.4,
which was well above the industry average and the airline's
performance in December 2002.  The airline's completion factor was
98.8 and the number of mishandled bags was just 4.12 per 1,000
passengers, which is a 20 percent year-over-year improvement.

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

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

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


AMERICAN TOWER: Closes 7.25% Sr. Debt Offering & Calls 6.25% Notes
------------------------------------------------------------------
American Tower Corporation (NYSE: AMT) closed its sale of $225.0
million principal amount 7.50% senior notes due 2012 as previously
announced.

The Company will use the net proceeds to redeem all its
outstanding $212.7 million principal amount 6.25% convertible
notes due 2009. The remaining proceeds are expected to be used to
repurchase a portion of its other outstanding notes.

The Company also announced the call for redemption of its 6.25%
convertible notes. The redemption date has been set for February
24, 2004. The redemption price is 102.083% of the principal amount
of the notes, together with accrued interest to and including
February 24, 2004. The 6.25% convertible notes are convertible
into shares of Class A common stock at a conversion price of
$24.40 per share (the closing price of the Class A common stock on
February 4, 2004 was $11.19 per share). Holders of the 6.25%
convertible notes will be able to convert any or all of their
notes into 40.9836 shares of Class A common stock per $1,000
principal amount of the notes until close of business (5:00 p.m.,
Eastern Daylight Time) on February 24, 2004.

As previously reported, Standard & Poor's affirmed its 'B-'
corporate credit rating on the company.


AMERICAN TOWER: S&P Assigns Junk Rating to $225MM 7.5% Sr. Notes
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'CCC' rating to
the $225 million 7.5% senior notes due 2012 issued under Rule 144A
with registration rights by Boston, Massachussets-based wireless
tower operator American Tower Corp.

Simultaneously, Standard & Poor's affirmed its existing ratings on
American Tower, including the 'B-' corporate credit rating. The
outlook remains positive.

Proceeds from the 7.5% notes will be used to refinance the
company's 6.5% convertible notes due 2009, and thereby eliminate
the possibility of these notes to be put to the company in late
2006. The new notes are rated two notches below the corporate
credit rating due to the substantial amount of priority
obligations, which include approximately $700 million of bank
debt, more than $90 million of payables and accrued liabilities,
and more than $800 million of notes, relative to asset value. Pro
forma for the refinancing, total debt was about $3.2 billion after
adjusting out about $284 million of restricted cash escrowed for
reducing debt ($3.6 billion after adjusting for operating leases
and the restricted cash) at Sept. 30, 2003.

"The ratings reflect significant financial risk associated with
American Tower's high leverage, which stemmed from its aggressive
debt-financed tower acquisition activities during the 1999-2001
time frame," said Standard & Poor's credit analyst Michael Tsao.
Net of restricted cash, debt to annualized EBITDA was high at
7.9x, including about $14 million of annual interest income from
the company's Mexican subsidiary (8.1x after adjustment for
operating leases) for the quarter ended in September 2003.
American Tower incurred over $3 billion of debt during 1999-2001
to finance the acquisition and building of about 13,000 towers,
based on the company's expectations that growth in wireless
services would strongly bolster demand for limited tower space.
However, largely in response to capital market conditions,
wireless carriers scaled back their capital spending plans
starting in 2001, preventing American Tower from reducing its
acquisition-related debt.

Somewhat mitigating American Tower's aggressive financial risk
profile are several favorable characteristics of the tower leasing
business, the company's modest free cash flow prospects, and
management's demonstrated commitment to reduce debt. The tower
leasing business has significant barriers to entry, such as real
estate zoning, high customer switching costs, and long-term
leasing contracts with provisions for 3%-5% annual rental rate
increases. Towers are also relatively immune to technology risk
because they are not dependent on the type of
transmission/reception technologies used by carriers and they do
not face any economically viable alternative. The leasing business
enjoys strong operating leverage, as towers have mostly fixed
costs relating to ground leases, taxes, and maintenance. Over
time, this factor is likely to improve the consolidated EBITDA
margin to greater than 60%, from about 54% in third-quarter 2003.

American Tower is among the largest wireless tower operators, with
about 15,000 towers, mostly in the U.S. The tower leasing business
accounted for about 85% of revenues and 98% of EBITDA in third-
quarter 2003. In its small network services operation, the company
serves as a consultant to wireless carriers in site acquisition,
network planning, radio frequency engineering, and construction.


AMNIS SYSTEMS: Inks LOI to Purchase Corridor Communications Corp.
-----------------------------------------------------------------
Amnis Systems Inc. (OTC Bulletin Board: AMNM), until it recently
ceased operations was a provider of networked streaming video
systems, entered into a letter of intent to acquire Corridor
Communications Corporation.  

The terms of the acquisition will be disclosed once a formal
agreement is reached between the companies.  At this time we
cannot provide any guarantee that we will be able to complete the
transaction as the transaction is subject to extensive due
diligence and the negotiation and finalizing of a definitive
agreement.

Corridor Communications is a Wireless Fidelity (WiFi) Internet
Service Provider located in Salem, Oregon.  "The WiFi market holds
great promise for an operation with the right business model,"
said Scott Mac Caughern, Chairman of Amnis Systems.  "By providing
Corridor Communications with a public vehicle to raise the funds
necessary to execute their business plan, we believe that we will
be able to capitalize on potential growth in this market sector."

In addition, the Company also intends to acquire Quik Internet, an
Internet Service Provider also located in Salem, Oregon.  The
terms of the acquisition will be disclosed once a formal agreement
is reached between the companies.  At this time we cannot provide
any guarantee that we will be able to complete the transaction as
the transaction is subject to extensive due diligence and the
negotiation and finalizing of a definitive agreement.

"We have developed the systems and capabilities to overlay our
WiFi 'hot zone' coverage with an existing service provider," said
J. Michael Heil, President of Corridor Communications.  "We
started working in partnership with Quik Internet several months
ago.  Over the past several months we have had the opportunity to
hone our strategy.  We believe the merger with Amnis Systems will
allow us to execute our business plan on a larger scale."

Amnis Systems Inc., which acquired Optivision, Inc. in 2001, is
engaged in the networked streaming video market. The company
develops, manufactures and delivers MPEG network video products
for high-quality video creation, management and distribution
worldwide both directly and through leading industry partners.
Based in Palo Alto, California, Amnis Systems products are used in
diverse applications such as such as surveillance, distance
learning, content distribution, corporate training, telemedicine,
video-on-demand and high-quality video conferencing. To find out
more about Amnis Systems Inc., visit its Web site at
http://www.amnisinc.com/  

Amnis Systems is not affiliated or related to Amnis Corporation of
Seattle, Washington.

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


ARGOSY GAMING: S&P Rates $350 Mil. Sr. Subordinated Notes at B+
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' rating to
Argosy Gaming Co.'s proposed $350 million senior subordinated
notes due 2014. Together with availability under the company's
existing revolving credit facility, proceeds will be used to fund
the planned repurchase of Argosy's outstanding 10.75% senior
subordinated notes due 2009.  

At the same time, Standard & Poor's affirmed its existing ratings,
including its 'BB' corporate credit rating. The outlook is stable.
The Alton, Illinois-based casino owner and operator had total debt
outstanding of approximately $870 million at Dec. 31, 2003.

The ratings reflect Argosy's relatively small portfolio of casino
assets, cash flow concentration in two of its assets, and the
company's exposure to recent legislative actions. These factors
are offset by a somewhat geographically diverse portfolio of
casino assets, adequate credit measures for the rating, and
expected higher free cash flow generation.

"The stable outlook reflects the expectation that Argosy will
maintain its good market positions and that the company's overall
financial profile will remain around current levels in the near
term," said Standard & Poor's credit analyst Michael Scerbo. In
the intermediate term, Standard & Poor's expects Argosy to pursue
growth opportunities within the sector. However, any potential
transaction is expected to be financed in a manner consistent with
the rating.


ATA HOLDINGS: S&P Revises CreditWatch Implications to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review on ATA Holdings Corp. and subsidiary ATA
Airlines Inc. to positive from developing. The corporate credit
rating on both entities is 'CCC'. The ratings were initially
placed on CreditWatch March 18, 2003, and subsequently lowered to
current levels July 29, 2003.

At the same time, 'CC' ratings were assigned to ATA Holdings
Corp.'s $163.1 million 13% senior notes due 2009 and $110.2
million of 12-1/8% senior notes due 2010, exchange offers for
outstanding notes. Standard & Poor's placed the ratings on these
notes on CreditWatch with positive implications.

"The revised CreditWatch implication reflects the company's
Jan. 30, 2004, completion of exchange offers for $260.3 million of
notes due in 2004 and 2005," said Standard & Poor's credit analyst
Betsy Snyder. "The successful conclusion of the exchange offers,
which were voluntary for bondholders, plus other actions to defer
near-term cash obligations, should alleviate somewhat ATA's
liquidity problems," the analyst continued. ATA received the
consent of the Air Transportation Stabilization Board pursuant to
its government-guaranteed loan. In addition, ATA completed a
restructuring of various aircraft operating leases, with a portion
of the payments rescheduled until later in the terms of the
leases. Standard & Poor's will review the effect of the debt
restructuring on ATA's financial profile to resolve the
CreditWatch.

Ratings on ATA Holdings Corp. reflect its substantial debt and
lease burden and the price-competitive nature of the markets it
serves. ATA Holdings is the parent of ATA Airlines Inc., the 10th-
largest scheduled air carrier in the U.S. ATA offers low fares to
value-oriented passengers out of hubs located at Chicago's Midway
Airport and Indianapolis. ATA is also the largest charter airline
in North America, providing charter airline services primarily to
U.S. and European tour operators, as well as to U.S. military and
government agencies. Lower-fare, leisure carriers have been less
affected than the large network carriers have by the industry
downturn that began in late 2000, as passengers have sought low
fares. ATA has been replacing its old aircraft with new Boeing
planes, giving it one of the youngest airline fleets in the
industry and aiding its operating costs. However, the company's
revenues have suffered from continuing price competition, which is
not expected to abate over the near term. ATA has a heavy
operating lease burden due to acquisition of the new aircraft. In
November 2002, ATA closed on a $168 million loan that was 90%
backed by the federal government, one of only a few airlines that
have been granted a loan guarantee thus far. The company's
profitability has improved, with earnings of $20.4  million in
2003 (including a $37 million federal government refund) versus a
loss of $169.2 million in 2002.

Review of ATA's financial profile following the exchange offers
and lease reschedulings could result in a modest upgrade. Standard
& Poor's expects to complete its review within the next several
weeks.


AURORA FOODS: Court Okays Miller Buckfire as Financial Advisor
--------------------------------------------------------------
The Aurora Foods Debtors obtained the Court's authority to employ
Miller Buckfire Lewis Ying & Co., LLP as their financial advisor,
nunc pro tunc to December 8, 2003.  

Judge Walrath rules that:

   (a) The Transaction Fee further reduced to:

       -- $6,100,000 in the event that the transactions
          contemplated by the Merger Agreement are consummated by
          February 9, 2004; and

       -- $6,000,000 as Modified Transaction Fee, in the event
          that the transactions contemplated by the Merger
          Agreement are consummated after February 9, 2004;

   (b) Miller Buckfire will file fee applications for interim and
       final allowance of compensation and reimbursement;

   (c) In the event that the transactions contemplated by the
       Merger Agreement are not consummated, and the Amendment
       becomes null and void, Miller Buckfire may, at its sole
       discretion:

       (1) continue to be retained on the terms and conditions
           in accordance with these provisions, provided that
           the Transaction Fee will be permanently reduced to
           the Modified Transaction Fee; or

       (2) file a modified retention application seeking to be
           engaged on different terms.

       In the event that Miller Buckfire files a Modified
       Retention Application, all parties-in-interest will have
       all permitted rights to object to the Modified Retention
       Application, including that the Modified Retention
       Application should not be approved pursuant to Section
       328(a) of the Bankruptcy Code;

   (d) Miller Buckfire and its professionals will not be
       required to:

       (1) maintain time records for services rendered
           postpetition, in half-hour increments; and

       (2) provide or conform to any schedule of hourly rates;
           and

   (e) The indemnification provisions of the Engagement Letter
       are approved, with these modifications:

       (1) The Debtors are authorized to indemnify and will
           indemnify, Miller Buckfire, in accordance with the
           Engagement Letter, for any claim arising from, related
           to, or in connection with the firm's performance of
           the services described in the Engagement Letter;

       (2) Miller Buckfire will not be entitled to
           indemnification, contribution, or reimbursement under
           the Engagement Letter for services other than the
           financial advisory and investment banking, unless the
           services and the indemnification, contribution, or
           reimbursement are approved by the Court;

       (3) Notwithstanding anything to the contrary in the
           Engagement Letter, the Debtors will have no obligation
           to indemnify any person, for any claim or expense that
           is either:

              (i) judicially determined, as the determination has
                  become final, to have arisen primarily from
                  that person's gross negligence or willful
                  misconduct; or

             (ii) settled before a judicial determination as to
                  that person's gross negligence or willful
                  misconduct, but determined by the Bankruptcy
                  Court, after notice and a hearing, to be a
                  claim or expense for which that person should
                  not receive indemnity, contribution, or
                  reimbursement under the terms of the Engagement
                  Letter, as modified; and

       (4) If, before the earlier of (i) the entry of an order
           confirming a Chapter 11 Plan, the order having become
           a final order is no longer subject to appeal; and (ii)
           the entry of an order closing these Chapter 11 cases,
           Miller Buckfire believes that it is entitled to the
           payment of any amounts by the Debtors on account of
           the Debtors' indemnification, contribution, and
           reimbursement obligations under the Engagement Letter,
           as modified, including without limitation the advance
           of defense costs, Miller Buckfire must file an
           application before the Court.  The Debtors may not pay
           any of the amounts before the entry of an order
           approving the payment.

                         *    *    *

Miller Buckfire provides strategic and financial advisory services
in large-scale corporate restructuring transactions.  The firm's
professionals possess extensive experience in providing financial
advisory and investment banking services to financially distressed
companies, and to creditors, equity constituencies, and government
agencies in reorganization proceedings and complex financial
restructuring, both in and out of court.  Miller Buckfire likewise
has significant experience in marketing and selling companies that
are experiencing financial distress.

                       Scope of Services

Miller Buckfire will continue to render financial advisory and
investment banking services contemplated by an engagement letter
between the Debtors and Miller Buckfire, dated as of April 2,
2003, and amended on December 2, 2003, throughout the course of
the Debtors' Chapter 11 cases.  Among the specific tasks are:

A. Case Administration

The Debtors expect Miller Buckfire to play a significant role in
the administration of their Chapter 11 cases.  Miller Buckfire
will assist the Debtors in complying with certain administrative
obligations arising out of the Chapter 11 filing, including
preparing management for any organizational meeting of creditors
and reviewing regulatory and other filings that may be required
to be made.

In addition, Miller Buckfire will assist the Debtors in seeking
relief on various matters and in preparing for hearings.  The
hearings will include the Debtors' disclosure statement hearing
and confirmation hearing as well as a hearing on the Debtors'
request for approval of the DIP Credit Facility and the hearing
on the breakup payment contemplated by the Merger Agreement.  To
the extent necessary, Miller Buckfire will provide litigation
support and testimony in connection with these hearings and other
matters.

Miller Buckfire will also participate in meetings and discussions
with the Debtors and their professionals and other parties-in-
interest regarding the status of the Chapter 11 cases.

B. Creditor Contacts

Miller Buckfire will continue to participate in discussions with
the prepetition bank group and the Official Committee of
Unsecured Creditors, as well as their legal and financial
advisors who are in constant contact with Miller Buckfire
regarding due diligence and other matters.  Subsequent to the
Petition Date, the discussions will likely focus on:

   (a) the status of these Chapter 11 cases;

   (b) the Debtors' request for relief on various matters,
       including obtaining debtor-in-possession financing and
       making critical vendor payments;

   (c) the performance of the Debtors relative to their 2003
       operating plan;

   (d) the Debtors' strategic business plan for 2004 and beyond;   
       and

   (e) the Debtors' liquidity position and financing needs.

In addition, Miller Buckfire will work with the Debtors to keep:

   -- the prepetition bank group, the lenders under the debtor-
      in-possession credit facility, and the Committee and their
      legal and financial advisors apprised of the Debtors'
      operational performance as well as their ability to
      stabilize operations subsequent to the filing of these
      Chapter 11 cases; and

   -- the major parties-in-interest informed about the Debtors'
      progress in consummating the transaction contemplated by
      the Merger Agreement by March 31, 2004.

C. Merger Agreement

The Debtors expect Miller Buckfire to:

   -- take an active role in assisting them to consummate the   
      transaction contemplated by the Merger Agreement;

   -- work with the Debtors in ensuring that the conditions
      precedent to the merger transaction are fulfilled,
      including the condition regarding the Debtors' EBITDA
      performance for 2003;

   -- assist in reviewing and analyzing what adjustments are
      required to be made to the consideration being paid to the
      holders of the Notes under the terms of the Merger
      Agreement.  The adjustments relate to the Debtors' working
      capital and net debt position as of the closing date for
      the merger transaction and to the election of cash or
      equity by the holders of the Notes in the merger
      transaction;

   -- assist the Debtors in their transition planning and in
      determining how to retain and motivate their workforce
      pending the closing of the transaction contemplated by the
      Merger Agreement;

   -- work with the Debtors to respond to any information
      requests from J.P. Morgan Partners LLC, J.W. Childs Equity
      Partners III, L.P., and CDM Investor Group LLC or other
      parties-in-interest in connection with the merger
      transaction; and

   -- continue to play a key role in helping the Debtors resolve
      business issues that may potentially develop with respect
      to the Merger Agreement.  

D. Evaluation of Alternative Proposals

If requested, Miller Buckfire will:

   -- assist the Debtors' board of directors in fulfilling their
      fiduciary duties by reviewing and evaluating from a
      financial standpoint any Alternative Proposal, as defined
      in the Merger Agreement, received by the Debtors;

   -- advise the board of directors regarding their strategic
      alternatives, including performing an extensive analysis of
      the valuation and other underlying fundamentals contained
      in the Alternative Proposal;

   -- advise the board of directors with respect to the strategic
      implications of any Alternative Proposal; and

   -- coordinate with the party submitting the Alternative
      Proposal, if required, to negotiate a definitive agreement
      and reach a successful closing.

E. Contingency Planning

Miller Buckfire will also:

   -- continue monitoring the financial results of the Debtors
      and advise senior management and the board of directors
      with respect to the development of a contingency plan in
      the event the transaction contemplated by the Merger
      Agreement is abandoned or terminated; and

   -- provide assistance in soliciting alternative proposals from
      third parties, in the event that the merger transaction is
      terminated or abandoned.  Specifically, Miller Buckfire
      would be needed to:

         (1) identify and contact potential strategic and
             financial buyers;

         (2) assist in drafting and distributing an information
             memorandum describing the Debtors' business;

         (3) evaluate and negotiate proposals received by the    
             Debtors;

         (4) facilitate any due diligence investigation of the
             Debtors by potential strategic and financial buyers;
             and

         (5) prepare senior management for meetings with the
             potential buyers.

If the transaction contemplated by the Merger Agreement is
terminated or abandoned, the Debtors would also require Miller
Buckfire's assistance in structuring a transaction that has the
support of the prepetition bank group.  The prepetition bank
group has amended its prepetition credit agreement to support the
transaction contemplated by the Merger Agreement if:

   -- the prepetition credit facility is paid in full by
      March 31, 2004; and

   -- the prepetition lenders receive $15,000,000 in certain fees
      under the prepetition credit agreement.

The Financial Advisory and Investment Banking Services that
Miller Buckfire will provide to the Debtors are necessary to
enable the Debtors to maximize the value of their estates and to
reorganize successfully.  Miller Buckfire will coordinate with
the Debtors and the Debtors' other retained professionals to
ensure that the Financial Advisory and Investment Banking
Services do not duplicate the services rendered by other
professionals.

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)   


AVADO BRANDS: Files for Chapter 11 Reorganization in N.D. Texas
---------------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO.PK), parent company
of Don Pablo's Mexican Kitchen and Hops Grillhouse & Brewery,
filed voluntary petitions in the U.S. Bankruptcy Court for the
Northern District of Texas for relief under Chapter 11 of the U.S.
Bankruptcy Code.  The Company will continue to operate its
restaurants while it restructures.

The Company has filed various first-day motions with the
Bankruptcy Court intended to allow the continued operation of its
business. In addition, the Company has arranged and sought
Bankruptcy Court approval for a $60 million debtor-in-possession
credit facility to be provided by a group of lenders led by DDJ
Capital Management, LLC.  With this facility, the Company will
have sufficient liquidity to operate its business.

"This is an important step for Avado Brands, and is part of a
process that will result in a stronger company," said Avado
Brands' interim chief executive officer Kevin Leary of
AlixPartners LLC. "Our goals are simple: to reduce Avado Brands'
debt burden and put the company in a position to invest in its
business and grow. The management team is confident in the future
of Avado Brands and its Don Pablo's and Hops restaurants, and we
appreciate the continued support of our customers, dedicated
employees and business partners."

Prior to Wednesday's filing, the Company had successfully
negotiated forbearance agreements with its secured lenders and
holders of Avado's 9-3/4% Senior Notes due 2006. The Company will
continue to negotiate with these and other creditors to develop a
long-term financial restructuring plan.

The case number for Avado's filing with the U.S. Bankruptcy Court
for the Northern District of Texas is 04-31555, and further
information will be available online at
http://www.txnb.uscourts.gov/  

Avado Brands owns and operates two proprietary brands comprised of
106 Don Pablo's Mexican Kitchens and 62 Hops Grillhouse &
Breweries. Additional information about Avado Brand is available
at http://www.avado.com/


AVADO BRANDS INC: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Avado Brands, Inc.
             Hancock at Washington
             Madison, Georgia 30650

Bankruptcy Case No.: 04-31555

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Don Pablo's of Texas, L.P.                 04-31554
     Canyon Cafe of Texas, LP                   04-31556
     HNEF Area Manager II, Ltd.                 04-31557
     Hops of Altamonte Springs, Ltd.            04-31558
     Hops of Atlanta, Ltd.                      04-31559
     Hops of Atlanta II, Ltd.                   04-31560
     Hops of Bowling Green, Ltd.                04-31561
     Hops of Boynton Beach, Ltd.                04-31562
     Hops of Bradenton, Ltd.                    04-31563
     Hops of Cherry Creek, Ltd.                 04-31564
     Hops of Colorado Springs, Ltd.             04-31565
     Hops of Connecticut, Ltd.                  04-31566
     Hops of Coral Springs, Ltd.                04-31567
     Hops of Florida Mall, Ltd.                 04-31568
     Hops of Greater Detroit, Ltd.              04-31569
     Hops of Greater Orlando II, Ltd.           04-31570
     Hops of Idaho, Ltd.                        04-31571
     Hops of Indiana, Ltd.                      04-31572
     Hops of Lakeland, Ltd.                     04-31573
     
Type of Business: The Debtor is a restaurant brand group that
                  grows innovative consumer-oriented dining
                  concepts into national and international
                  brands. See http://www.avado.com/

Chapter 11 Petition Date: February 4, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtors' Counsels: Deborah D. Williamson, Esq.
                   Thomas Rice, Esq.
                   Cox & Smith Incorporated
                   112 East Pecan Street, Suite 1800
                   San Antonio, TX 78205
                   Tel: 210-554-5500  

Total Assets: $228,032,000

Total Debts:  $263,497,000

Debtor's 50 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Suntrust - as                 9 3/4 % Senior Notes  $105,318,000
Indenture Trustee             Due 2006
Jack Ellerin
25 Park Place
P.O. Box 105036
Atlanta, GA 30303

Suntrust - as                 11 3/4% Senior         $47,625,000
Indenture Trustee             Subordinated Notes
Jack Ellerin                  Due 2009
25 Park Place
P.O. Box 105036
Atlanta, GA 30303

Wachovia Bank - as Trustee    $3.50 Term              $3,179,500
Paul Henderson                Convertible
999 Penchtree Plaza           Securities, Series A
Atlanta, GA 30309

COI                           Trade Debt              $1,419,390
c/o Fleet Bank
P.O. Box 538135
Atlanta, GA 30353-8135

Westwayne, Inc.               Trade Debt                $794,192
Lisa Cuscaden
401 East Jackson St-Ste 3600
Tampa, FL 33602

Dallas Basketball Ltd.        Trade Debt                $177,267

Walt Disney Parks & Resorts   Trade Debt                $162,067

Briargrove Tollway Ltd.       Trade Debt                $131,083

Sedgwick Claims Mgmt Service  Professional fees         $107,174

AFCO                          Trade Debt                $104,509

Palace Resorts, Inc.          Trade Debt                 $95,000

Curtis 1000, Inc.             Trade Debt                 $86,697

Beltram Foodservice Group     Trade Debt                 $80,455

Cushman and Wakefield, Inc.   Trade Debt                 $78,053

Sirna & Sons Produce          Trade Debt                 $71,092

Piazza Produce                Trade Debt                 $66,303

Unifirst Corporation          Trade Debt                 $60,693

Benchmarc Meetings &          Trade Debt                 $60,650
Incentives, Inc.

Brothers Produce, Inc.        Trade Debt                 $57,164

J.D. Edwards & Company        Trade Debt                 $50,888

Brains on Fire                Trade Debt                 $50,335

Dunedin Fish Co.              Trade Debt                 $48,733

The Invironmentalists         Trade Debt                 $48,505

Dunbar Armored                Trade Debt                 $47,946

Floyd, Isgur, Rios &          Professional Fees          $47,890
Wahrlich, PC

J. Ambrogi Food Distribution  Trade Debt                 $46,663
Inc.

Ecolab                        Trade Debt                 $43,131

Minnesota Vikings             Trade Debt                 $42,514

Bix Produce Co.               Trade Debt                 $40,386

Venture Construction Co.      Trade Debt                 $39,379

Service Management Group      Trade Debt                 $37,179

Pelican Aire                  Trade Debt                 $37,106

The Graphic Cow               Trade Debt                 $35,438

Dimension Construction        Trade Debt                 $34,719

SRE, Inc.                     Trade Debt                 $33,724

Joe Lasita & Sons, Inc.       Trade Debt                 $33,684

Trimark Foodcraft             Trade Debt                 $31,196

Weyand Food Distributors,     Trade Debt                 $29,611
Inc.

Abacus Business Computers     Trade Debt                 $26,477

Tensaw Land & Timber, Inc.    Trade Debt                 $25,900

Equiptech                     Trade Debt                 $25,705

Johnson Brothers - St. Paul   Trade Debt                 $25,196

What They Think Research,     Trade Debt                 $24,500
LLC

The Boelter Co., Inc.         Trade Debt                 $24,172

Weyland East                  Trade Debt                 $23,695

First Data Corp.              Trade Debt                 $23,229

Tarantino Foods, LLC          Trade Debt                 $23,131

Quality Refrigeration, Inc.   Trade Debt                 $23,060

Servicecheck, Inc.            Trade Debt                 $22,131


BEAUTYCO INC: Signs-Up Tomlins & Goins as Bankruptcy Counsel
------------------------------------------------------------
Beautyco, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Oklahoma for permission to employ Tomlins & Goins, a
Professional Corporation, as its attorneys in its chapter 11
restructuring.

The Debtor reports that the Tomlins & Goins' professionals who
will be working on this case, and their hourly rates, are:

          Neal Tomlins                      $235 per hour
          Ronald E. Goins                   $235 per hour
          Janna Nichols (Legal Assistant)   $70 per hour

Tomlins & Goins has licensed attorneys who:

     i) are well-qualified in bankruptcy matters;
     
    ii) do not hold or represent an interest adverse to the
        estate;

   iii) are disinterested persons;
     
    iv) have not served as examiners in this case; and

     v) do not, in connection with this case, represent a
        creditor.

Consequently, the Debtor submits that Tomlins & Goins is the best
professional to represent it in this case.

Headquartered in Oklahoma City, Oklahoma, Beautyco, Inc. --
http://www.beautyco.com/-- one of the leading retailers of  
professional beauty supplies in the United States, filed for
chapter 11 protection on December 31, 2003 (Bankr. N.D. Okla. Case
No. 03-07621).  Neal Tomlins, Esq., and Ronald E. Goins, Esq., at
Tomlins & Goins represent the Debtor in their restructuring
efforts.  When the Company filed for protection from their
creditors, it listed:

                               Total Assets      Total Debts
                               ------------      -----------
    Beautyco, Inc.               $3,309,400       $8,703,200
    Beautyco Investments, Ltd.   $5,250,000          $50,000


BIONOVA HOLDING: Enters Financial Restructuring Pact with Savia
---------------------------------------------------------------
Bionova Holding Corporation (Pink Sheets: BVAH) entered into an
"Agreement in Principle" with Savia, S.A. de C.V. dated as of
February 2, 2004 that provides for a financial restructuring of
the company.  

In conjunction with this financial restructuring Bionova Holding
will become a private company through a merger in which public
stockholders will be paid $0.09 per share for each share they hold
of the Company's common stock.

Bionova Holding's management stated there were two principal
reasons for undertaking the restructuring at this time.  First,
Bionova Holding's debt with Savia, which amounted to $79.8
million, became due and payable to Savia on December 31, 2003.  As
a consequence, the Company currently is in default on this debt
obligation, as well as certain other debt obligations.  Second,
as the Company has continued to sustain operating losses and its
cash position has continued to deteriorate, it will not be able to
afford the high, and ever-increasing costs of remaining a public
company.

The financial restructuring of the Company generally involves four
transactions, as follows.  First, the Company will issue
26,959,097 shares of the Company's common stock to its parent
company, Savia, in satisfaction of part of the principal amount of
the debt the Company owes to Savia.  Second, Savia will then
consolidate these new shares with the indirect equity interest
held in the Company by its wholly-owned subsidiary, Ag-Biotech
Capital LLC (18,076,839 shares) in a new subsidiary, Newco.
Newco's holding of 45,035,936 shares will then represent 90.1% of
all authorized shares of the Company.  Third, Savia will forgive
the balance of the $79.8 million of its debt with Bionova Holding.
And finally, immediately after the Debt Forgiveness, Newco will
effect a short-form merger with the Company.  In the Merger public
stockholders will be paid $0.09 per share for each share of the
Company's common stock they hold.  Though the Company's cash
resources are severely limited and the Company is not able to
repay its debt to Savia, Savia has agreed in principle to these
transactions and to the cash payment to the stockholders in the
Merger.  The Company's unaffiliated stockholders will not have any
right to vote on the Merger, but will have the right to dissent
from the Merger and exercise their statutory right to appraisal in
accordance with Delaware law.

Bionova Holding's Board of Directors unanimously approved the
Exchange and determined not to oppose the Merger.  The Board
engaged the services of AgriCapital Securities Inc., an investment
banker with significant experience in the agriculture business, to
act as a financial advisor to the Board to advise and assist the
Board as the Board considered the desirability of, and developed a
general strategy for, effecting the Exchange, the Debt Forgiveness
and the Merger taking into consideration the best interests of the
unaffiliated minority stockholders of the Company. AgriCapital
rendered an opinion to the Board that (i) the $0.09 per share
Merger consideration to be paid to the Company's stockholders
(other than Savia and its affiliates), is fair, from a financial
point of view, to such stockholders and (ii) the issuance of
shares of the Company's common stock in connection with the
Exchange is fair, from a financial point of view, to the Company.

Savia and the Company filed Wednesday a Transaction Statement on
Schedule 13E-3 with the Securities and Exchange Commission and
hope to complete the transactions prior to the end of the first
quarter of 2004.  However, due to potential delays associated with
complying with applicable legal requirements, and because the
closing is subject to conditions to closing, the exact date of
the closing, or whether the transactions will close at all, cannot
be predicted with certainty.  The conditions to the closing of the
transactions include the approval by the Board of Directors of
Savia of the Exchange, the Debt Forgiveness and the Merger; the
passing of 20 days from the date of the mailing of the Schedule
13E-3 Statement to shareholders of the Company; the negotiation
and execution of a definitive Exchange Agreement mutually
acceptable to the Company and Savia; the absence of any law or
order or other event which would prevent the Exchange, the Debt
Forgiveness or the Merger; there not having occurred any event
that, in Savia's good faith judgment, resulted in an actual or
threatened material adverse change in the business or condition of
the Company since the date of the Agreement in Principle; the
absence of any threatened or pending litigation or other legal
action relating to the Exchange, the Debt Forgiveness or the
Merger; AgriCapital's fairness opinion not being withdrawn prior
to the consummation of the Exchange, the Debt Forgiveness and the
Merger; not more than 10% of the unaffiliated stockholders elect
to exercise their statutory dissenters' rights in connection with
and prior to the effectiveness of, the Merger; and neither the
Company nor Savia incurring significant expenses associated with
the Exchange, the Debt Forgiveness or the Merger, other than
approximately $650,000 of professional fees and other expenses
that the Company contemplates will be incurred by the filing
parties in connection with the preparation and dissemination of
the Schedule 13E-3 Statement and the closing of the Exchange,
the Debt Forgiveness and the Merger in an efficient and prompt
manner.

Upon the closing of the transactions, Bionova Holding will become
a privately-held company.  Accordingly, upon closing, the
registration of the Company's stock under the Securities Exchange
Act of 1934 will terminate, Bionova Holding's reporting
obligations under that Act will terminate, and there will no
longer be a public market for Bionova Holding's shares.

Bionova Holding Corporation is a leading fresh produce grower and
distributor.  Its premium Master's Touch(R) and FreshWorld
Farms(R) brands are widely distributed in the NAFTA market.  
Bionova Holding Corporation is majority owned by Mexico's Savia,
S.A. de C.V.


BOYD GAMING: Reports Improved 4th-Quarter 2003 Financial Results
----------------------------------------------------------------
Boyd Gaming Corporation (NYSE: BYD) reported its financial results
for the fourth quarter 2003.

The Company reported adjusted earnings(1) of $.19 per share in the
fourth quarter versus adjusted earnings of $.24 per share reported
in the fourth quarter 2002.  Adjusted earnings in the fourth
quarter 2002 exclude preopening expenses of $.03 per share, loss
on assets held for sale of $.04 per share and loss on early
retirement of debt of $.11 per share.  There were no adjustments
for the fourth quarter 2003.  Per share amounts are reported on a
diluted basis.

The principal reason for the decline in adjusted earnings per
share in the fourth quarter 2003 versus the fourth quarter 2002
was increased gaming taxes in Illinois, Indiana, and Nevada.  This
decline was partially offset by an earnings contribution from
Borgata of $.03 per share.  Revenues for the fourth quarter were
$308 million versus $306 million reported in the fourth quarter
2002.  Total property EBITDA in the quarter was $79.3 million
versus $72.2 million in the fourth quarter 2002.  Included in this
year's results is the Company's 50% share of Borgata's EBITDA.  
The Company's fourth quarter 2003 EBITDA, which includes corporate
expense, was $75.1 million, up from $65.6 million in the
comparable quarter in 2002.  Net income in the fourth quarter was
$12.3 million, or $.19 per share, versus $3.9 million, or $.06 per
share, reported in the fourth quarter 2002.

                             Borgata

The Company reported results for Borgata, the Company's joint
venture property in Atlantic City, which opened on July 3, 2003.  
Borgata reported $176 million of gross revenue and $142 million of
net revenue in the quarter. Gaming revenue in the quarter was $122
million, the second highest gaming win in the Atlantic City
market, behind only the much larger Bally's Park Place. Borgata's
EBITDA in the quarter was $33.9 million, for an EBITDA margin of
23.9%, an improvement of $3.4 million from third quarter EBITDA of
$30.5 million with an EBITDA margin of 20.4%.

William S. Boyd, Chairman and Chief Executive Officer of Boyd
Gaming, commented, "Many of the revenue trends experienced during
Borgata's opening quarter continued and even strengthened in the
fourth quarter while our operating expenses have decreased as we
fine-tune our operations.  We continue to achieve significant
market share premiums in table games, slots and poker. Our non-
gaming revenue increased in the fourth quarter over the seasonally
stronger third quarter as our percentage of non-gaming revenue to
gross revenue grew from 26% in the third quarter to 30% in the
fourth quarter.  Our goal was to offer more than just gaming, and
we are already achieving that goal in our opening months."

Table game win was $48.6 million in the quarter, placing Borgata
number one in the Atlantic City market in table games.  The
property reported table game win per unit per day of $4,350 in the
fourth quarter.  Bob Boughner, Borgata's Chief Executive Officer,
commented on these results, "Our table game results represented a
70% premium to fair share, which is computed by comparing the
percentage of table game win in Atlantic City that we earned
versus our percentage share of table games in the market.  The 70%
premium was a remarkable 43 percentage points above the number two
property in the market. We are attracting players who did not
visit Atlantic City before the opening of Borgata, achieving one
of our goals to expand the Atlantic City gaming market."

Slot win was $73.7 million in the fourth quarter, representing
$222 win per unit per day.  Bob Boughner continued, "Our slot
results represent a 9% premium to fair share, one of five
properties to have a fair share premium in the quarter.  
Reflecting aggressive promotional spending by competitors in this
area, Borgata ranked fifth in slot win per unit per day in the
fourth quarter. We believe that if the cost of coin-to-customer
promotional give-aways were netted out of the slot win
computation, our rank would be a few places higher."

Hotel occupancy for the quarter was 90%.  This compares to 80%
occupancy in the third quarter.  The average daily room rate for
the fourth quarter was $126.  Bob Boughner added, "We continue to
improve how we utilize our hotel rooms.  Weekend business
continues to remain strong even after the summer season has ended.  
With our growing customer database and strong demand by the
meeting and convention sector, good weekday business in the hotel
is building nicely."

                    Wholly-owned Properties

The Company's nine wholly-owned operating units reported total
property EBITDA in the fourth quarter of $62.4 million versus
$72.2 million reported in the comparable quarter of 2002.  After
corporate expense, fourth quarter EBITDA for these units was $58.1
million as compared to $65.6 million reported in the fourth
quarter 2002.

The principal cause of the EBITDA decline was higher gaming taxes
in three states which affected EBITDA by $6.5 million in the
fourth quarter.  In Illinois, higher tax rates enacted in July
2003 impacted EBITDA by $3.4 million in the quarter, accounting
for most of the quarterly EBITDA decline at Par-A-Dice.  In
Indiana, Blue Chip's EBITDA in the quarter was reduced by $2.4
million due to higher gaming taxes enacted in 2002.  In the
Company's Nevada operations, higher taxes enacted in 2003 reduced
EBITDA by $0.7 million in the quarter.

Highlighting the performance at two operating units, Sam's Town
Las Vegas reported an increase in fourth quarter revenue of 5.7%.  
Sam's Town reported EBITDA of $8.7 million, the property's second
highest quarterly EBITDA in nearly six years.  In addition, the
Company's Downtown Las Vegas properties reported EBITDA of $11.7
million for the fourth quarter, the unit's highest quarterly
EBITDA of the year.  The Downtown group's fourth quarter EBITDA
decline of 17.2% from the same period in the prior year resulted
partly from increased operating costs in the Company's Hawaiian
air charter operations and partly from negative comparisons to the
very strong record fourth quarter results of 2002.

               Full Year Results of Operations

The Company reported revenue of $1.25 billion for the full year
2003, up from $1.23 billion in 2002.  The increase was principally
the result of a full period of dockside operations at Blue Chip,
which commenced in August 2002, and a full period of slot
operations at Delta Downs, where slot operations commenced in
February 2002. Partially offsetting this revenue increase was a
5.1% decline in 2003 revenue at Par-A-Dice as compared to 2002 due
mainly to increased competition from the property's outer-markets.

The Company's EBITDA (before a one-time Indiana retroactive gaming
tax charge in the second quarter 2003 of $3.5 million) for the
full year was $280 million, including its 50% share of Borgata's
EBITDA, versus $274 million reported for 2002.  On a same-store
basis, EBITDA (before the retroactive tax) was $248 million in
2003 versus $274 million in 2002. One of the primary causes of the
decline in EBITDA was the higher taxes enacted in Illinois,
Indiana and Nevada, the combination of which accounted for
approximately $24 million in increased expenses during 2003 as
compared to 2002.  Stardust's EBITDA declined 37% during 2003 due
mainly to an increase in marketing and promotional costs as a
response to the competitive environment on the Las Vegas Strip.  
Increased air charter and jet fuel costs in the Company's Hawaiian
air charter operations were the primary causes for a decline in
the Downtown properties' 2003 EBITDA.  Partially offsetting these
EBITDA declines were a $7.3 million increase in Delta Downs'
EBITDA due to a full period of slot operations and higher
operating margins and an 11.0% increase in EBITDA at Sam's Town
Las Vegas.  The $34.4 million EBITDA for the year is the highest
annual EBITDA ever for Sam's Town Las Vegas.

Adjusted earnings for 2003 were $.83 per share as compared to
$1.06 per share for 2002. Net income for 2003 was $40.9 million,
or $.62 per share, versus $40.0 million, or $.61 per share,
reported last year.  Prior year net income includes a charge for
the cumulative effect of a change in the accounting for goodwill,
which amounted to $.12 per share.

                     Financial Statistics

The Company provided the following additional information for the
fourth quarter ended December 31, 2003:

     * December 31 debt balance:  $1.101 billion
     * Debt increase in quarter:  $27.6 million
     * December 31 cash:  $88.2 million
     * Dividends paid in the quarter:  $4.9 million
     * Shares repurchased in fourth quarter:  None
     * Capital spending in fourth quarter:  $43 million, $33
       million of which related to normal maintenance items and
       $10 million of which related to expansion work at Delta
       Downs and Blue Chip
     * Cash contributed in the fourth quarter to the joint venture
       that owns Borgata:  $17 million

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is
a leading diversified owner and operator of 13 gaming
entertainment properties located in Nevada, New Jersey,
Mississippi, Illinois, Indiana and Louisiana. Boyd Gaming recently
opened Borgata Hotel, Casino and Spa at Renaissance Pointe (AOL
keyword: borgata or http://www.theborgata.com/), a $1.1 billion
entertainment destination hotel in Atlantic City, through a joint
venture with MGM MIRAGE.  The Company also is awaiting regulatory
approval of its acquisition of Harrah's Shreveport, which is
expected in the second quarter 2004. Additional news and
information on Boyd Gaming can be found at
http://www.boydgaming.com/

Fitch currently rates senior secured debt 'BB+', senior unsecured
'BB-', and subordinated debt 'B+'. Ratings reflect BYD's
geographically diverse asset base, solid operating performance,
free cash flow generation, and focused balance sheet management.
While the Borgata is a non-recourse entity, Boyd's 50% stake in
the property further enhances the company's risk profile by
providing asset support, and the potential for future dividend
payments. Concerns include limited same store growth potential due
to competitive market conditions in a number of markets and
significant vulnerability to gaming tax increases. The Outlook is
Stable.


BROOKLYN NAVY: Fitch Cuts Sr. Debt Rating to Speculative Grade
--------------------------------------------------------------
Fitch Ratings has downgraded Brooklyn Navy Yard Cogeneration
Partners senior debt to 'BB' from 'BBB-'. Several factors have had
a negative effect on project cash flow as debt service coverage
ratios have averaged 1.1 times over the last two years.

Fitch expects that there will be a partial recovery in 2004, and
that all operational issues should be resolved in a few years.
However, Fitch believes BNY's margins in the long term could face
downward pressure due to the upward shift in the long term price
for natural gas, the primary fuel consumed by the project. The
rating action applies to the taxable debt issued by BNY and the
tax-exempt debt issued by the New York City Industrial Development
Agency on behalf of BNY.

BNY owns a nominal 286 MW cogeneration facility that delivers its
output primarily to Consolidated Edison of New York under a long-
term energy services agreement. Under the ESA, ConEd purchases
essentially the entire output of the facility in the form of
electricity and steam. Electrical deliveries are proportionately
greater in the summer and steam deliveries are proportionately
greater in the winter. BNY's senior debt obligations are payable
in April and October.

BNY's seasonal profitability is correlated to the market price of
natural gas. The prices that ConEd pays for delivered steam and
electricity are indexed to the NYMEX natural gas price, which is
also the basis for BNY's fuel purchases. However, only 35% of the
electricity price is indexed to NYMEX; the remaining 65% is
indexed to inflation. Steam sales are generally profitable to BNY
regardless of natural gas prices, but are more profitable when
prices are higher.

In contrast, electricity sales are profitable for BNY when natural
gas prices are lower but can be a drain on cash flow when natural
gas prices are higher. The draining effect is a result of an
inconsistency between the 35/65 weighting and BNY's cost structure
when natural gas prices are high. For example, over the first nine
months of 2003, fuel commodity costs represented 80% of BNY's
operating expenses. Fitch estimates that BNY's fuel costs were
roughly $11 million greater than the corresponding revenues from
delivering steam and electricity.

Under the ESA, BNY also receives capacity payments, which are
adjusted downward if summer, winter, or annual availability
targets are not achieved. As expected, BNY did not achieve the
annual targets in 2001 and 2002 as a result of planned overhauls
in the fall of each year. However, due to a variety of unplanned
forced outages, BNY did not achieve the winter or summer targets
in 2002 and 2003. The corresponding reduction in capacity payments
was $3.4 million in 2001, $4.6 million in 2002, and roughly
$250,000 in 2003.

The project has also experienced tube leaks in both steam
generators that are not scheduled for permanent repair until the
next gas turbine overhaul. Until the permanent repairs are
implemented the project's ability to produce steam, and therefore
the project's available capacity, will be limited. Although the
reduction is not severe, it does increase the probability that
future availability targets will not be achieved. More
importantly, the project will not be able to sell the same
quantities of steam and electricity as before.

Since the summer of 2001, DSCRs for each six-month period prior to
a debt service payment ranged between 1.4x and 0.8x, with an
average of 1.1x. During the same six-month periods, Henry Hub
natural gas prices ranged between $2.50 per MMBtu to $5.30 per
MMBtu, with an average of $4.00 per MMBtu. Had the reduction in
capacity payments not occurred, the coverage ratios would have
ranged between 1.5x and 0.8x, with an average of 1.3x.

Due to the requirements of its bond indenture, BNY has been
restricted from making distributions to its partners or paying
subordinate obligations since late 2001. Trapped cash allowed BNY
to reduce the outstanding balance of a working capital facility,
which was drawn by $5 million in 2001. The facility was fully
repaid in the spring of 2003.

Other events that could affect BNY's future liquidity are a $7.3
million tax charge currently under appeal by BNY and the remaining
$13.2 million settlement payment with the facility's construction
contractor. Edison Mission Energy, one of BNY's partners, has
indemnified BNY's obligation for the contractor settlement
payment.


BUDGET GROUP: Claims Classification/Treatment Under Amended Plan
----------------------------------------------------------------
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, informs the Court that the Budget Group
Debtors' classification and treatment of claims and interests is
revised under the First Amended Plan to reflect:

                        U.S. Debtor Group

A. Administrative Claims
   
   The Debtors estimate that the total amount of Administrative
   Claims is $11,412,000.

B. Priority Tax Claims

   The Debtor estimate that the total amount of Priority Tax
   Claims is $11,840,000.

C. Class 1A: Priority Non-Tax Claims

   Class 1A is unimpaired and deemed to accept the Plan.  
   However, the Debtors believe that there is no Priority Non-
   Tax Claims to be asserted against the U.S. Debtor Group.

D. Class 2A: Miscellaneous Secured Claims

   The U.S. Debtor Group Miscellaneous Secured Claims are
   Secured Claims against the U.S. Debtor Group that are not
   Cherokee Assumed Liability Claims.  This Class is unimpaired
   and deemed to accept the Plan.  The Debtors estimate that the
   total amount of Class 2A Claims is $81,000.

E. Class 3A: Cherokee Assumed Liability Claims

   Cherokee Assumed Liability Claims are claims that have been
   assumed by Cherokee pursuant to the terms of the ASPA or
   the North American Sale Order.

   From Cherokee, this Class will receive:

    (i) the amount to which the Holder of the Cherokee Assumed
        Liability Claim is entitled under applicable
        non-bankruptcy law; or

   (ii) other amount Cherokee and the Holder of the Cherokee
        Assumed Liability Claim agree.

   This Class is impaired and allowed to vote on the Plan.

F. Class 4A: General Unsecured Claims

   This Class is impaired and allowed to vote on the Plan.  The
   Debtors estimate that the total amount of Class 4A Claims is
   $444,594,000.  

   This class will receive an amount of Cash equal to:

      (i) each Holder's Initial Pro Rata Share of the Initial
          U.S. Debtor Group Unsecured Claim Available Amount;
          plus

     (ii) each Holder's Pro Rata share of the Final U.S. Debtor
          Group Unsecured Claim Distribution Amount; plus

    (iii) if the Holder is the Holder of an Allowed Senior
          Notes Claim or the Holder of the Allowed Rosenthal
          Note Claim, the amount, which the Holder is entitled
          to receive under Sections 3.3(c) and (d) of the Plan.

   The estimated percentage recovery:

   -- for Holders of Class 4A Claims other than Holders of
      Allowed Senior Notes Claims and the Holder of the Allowed
      Rosenthal Note Claim is 8.17%; and

   -- for Holders of Allowed Senior Notes Claims and the Holder
      of the Allowed Rosenthal Note Claim is 15.47%.

G. Class 5A: Convertible Subordinated Notes Claims

   This Class is impaired and allowed to vote on the Plan.  The
   Debtors estimate that Class 5A Claims will reach $45,770,000.
   Class 5A Claimants are expected to recover 0.85% of their
   Claims.

   If Class 4A, Class 5A and Class 6A accept the Plan, each
   Holder, other than the Convertible Subordinated Notes
   Indenture Trustee, will receive an amount of Cash equal to
   each Holder's Pro Rata share of the Class 5A Retention
   Amount.  In addition, if Class 4A, Class 5A and Class 6A
   accept the Plan, the Convertible Subordinated Notes
   Indenture Trustee will receive the Convertible Subordinated
   Notes Indenture Trustee Fee Amount.

H. Class 6A: High Tides Claims
   
   U.S. Debtor Group High Tides Claims are Claims of the Holders
   of the High Tides and the High Tides Indenture Trustee under
   the High Tides Indenture.

   If Class 4A, Class 5A and Class 6A accept the Plan, each
   Holder, other than the High Tides Indenture Trustee, will
   receive an amount of Cash equal to each Holder's Pro Rata
   share of the Class 6A Retention Amount.  In addition, if
   Class 4A, Class 5A and Class 6A accept the Plan, the High
   Tides Indenture Trustee will receive the High Tides
   Indenture Trustee Fee Amount.

   This Class is impaired and allowed to vote on the Plan.  The
   Debtors estimate that the total amount of Class 6A Claims is
   $341,739,000.  Class 6A Claimants are expected to recover
   0.32% of their Claims.

I. Class 7A: Intercompany Claims

   The U.S. Debtor Group Intercompany Claims consist of:

    (i) any accounts reflecting intercompany book entries by one
        member of the U.S. Debtor Group with respect to any
        other member of the U.S. Debtor Group; and

   (ii) any Claims that are not reflected in the book entries
        and are held by a member of the U.S. Debtor Group
        against any other member of the U.S. Debtor Group.

   The U.S. Debtor Group Intercompany Claims will be eliminated
   and the Holders of the Claims will receive no recovery.

   This Class is impaired and allowed to vote on the Plan.
   Class 5 Claimants are not expected to receive any
   distributions.  

J. Class 8A: Equity Interests and Subordinated Claims

   U.S. Debtor Group Equity Interests and U.S. Debtor Group
   Subordinated Claims are:

    (i) the Old Common Stock and the Interests of the BGI
        Subsidiary Debtors, together with any other rights to
        acquire or receive any Old Common Stock or other
        ownership interests in BGI, and any contracts,
        subscriptions, commitments or agreements pursuant to
        which the non-debtor party was or could have been
        entitled to receive shares, securities or other
        ownership interests in BGI; and

   (ii) Claims against the U.S. Debtor Group, which are
        subordinated pursuant to Sections 510(b) or (c) of the
        Bankruptcy Code.

   The U.S. Debtor Group Equity Interests will be canceled and
   the Holders of U.S. Debtor Group Equity Interests and U.S.
   Debtor Group Subordinated Claims will receive no recovery.

                              BRACII

A. Administrative Claims
   
   The Debtors estimate that the total amount of Administrative
   Claims is $2,750,000.

B. BRACII Priority Tax Claims

   The Debtors estimate that the total amount of BRACII Priority
   Tax Claims is $250,000.

C. Class 1B: Priority Non-Tax Claims

   The Debtors believe that there is no Priority Non-Tax Claim
   that will be asserted against BRACII.

D. Class 2B: Preferential Claims

   The Debtors believe that there is no Preferential Claim that
   will be asserted against BRACII.

E. Class 3B: Miscellaneous Secured Claims

   The Debtors believe that there is no Miscellaneous Secured
   Claim that will be asserted against BRACII.

F. Class 4B: General Unsecured Claims

   The Debtors estimate that the total amount of General
   Unsecured Claims is $47,000,000.  This Class is impaired and
   allowed to vote on the Plan.

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


CHINA WORLD: Losses & Capital Deficit Raise Going Concern Doubt
---------------------------------------------------------------
China World Trade Corporation's business objective is to open and
operate business clubs in the major cities of China in association
with the World Trade Center Association in order to position
itself as the platform to facilitate trade between China and the
world market. The Company currently operates the Guangzhou World
Trade Center Club. The Beijing World Trade Center Club, which is
located at 2nd Floor, Office Tower II, Landmark Towers Beijing, 8
North Dongsanhuan Road, Beijing PRC, and consisting  of 730
squaure meters (equivalent to  approximately 8,000 square feet),
is currently under renovations and is expected to be fully
operational in the first quarter of 2004.  Additionally, the
Company expects to open world Trade Center Clubs in Shanghai and
Shenzhen in 2005.  Finally, it plans to create a Chinese/English
internet portal to serve foreign and Chinese small to medium sized  
businesses.  No assurances, however, can be given that it will be
successful in its endeavors.

The Company's executive office is located at 4th Floor, Goldlion
Digital Network Center, 138 Tiyu Road East, Tianhe, Guangzhou, the
PRC 510620.

The Company's source of income consists of three primary revenue
components - The World  Trade Center business, value-added
services, and strategic investments.

Virtual Edge Limited, China World Trade Corporation's wholly owned
subsidiary, underwent a capital restructuring in May 2000 in which
long-term debt was partly reduced in the amount of US$2.5 million
by new issuance of share capital in the same amount.

China World Trade Corporation underwent a 30-to-1 reverse split of
the shares of its common stock and was effective on 1 September
2002.

Between September 1 and September 12, 2002, the Company entered
into agreements with its subsidiaries whereas the Company would
take on approximately $2.7 million in debt from subsidiaries to
related parties, and in exchange, the subsidiaries became liable
to the Company for the same amount of debt that was taken on by
the Company.  The Company issued a total of 4 million post-split
shares in exchange for cancellation of approximately $380,000 in
debt owed to related parties as well as approximately $2.3 million
in debt and fees owed to third parties.

On January 13, 2004, the firm of Moores Rowland Mazars, Chartered
Accountants, Certified Public Accountants, of Hong Kong, stated in
their Auditors Report: "The accompanying financial statements have
been prepared assuming that the Group will continue as a going
concern.  As  discussed in Note 3 to the financial statements, the
Group has suffered losses from operations during the year and has
a negative working capital that raise substantial doubt about its
ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty."

The management of China World Trade Corporation believes that the
level of financial  resources is a significant factor for its
future development and accordingly may choose at any time to raise
capital through debt or equity financing to strengthen its
financial position, facilitate growth and provide the Company with
additional flexibility to take advantage of business
opportunities.


COMMSCOPE INC: S&P Affirms Low-B Level Credit & Sub. Debt Ratings
-----------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and 'B+' subordinated debt ratings on Hickory, North
Carolina-based CommScope Inc. At the same time, Standard & Poor's
removed the ratings from CreditWatch, where they were placed on
Oct. 27, 2003, following the announcement that CommScope would
acquire the Connectivity Solutions business of Avaya Inc.
(B+/Stable/--). The outlook is stable.

The rating actions follow CommScope's completion of the
acquisition of Avaya Connectivity Solutions from Avaya, a
structured cabling business, for $250 million in cash and 1.8
million shares of CommScope stock. Following the close of the
acquisition, CommScope has approximately $283 million of funded
debt outstanding.

CommScope is the long-standing leading manufacturer of coaxial
cables for the cable television industry. With the addition of
ACS, CommScope will become the leading supplier of high-quality
cable and connectivity products to enterprise and
telecommunications customers for data and telecommunications
networks.

"We expect CommScope's leverage to improve somewhat on a pro forma
basis, based on ACS' historical profitability," said Standard &
Poor's credit analyst Joshua Davis.

ACS has a leading market position, exceeding 20% of sales to the
U.S. market, for structured cabling products used by enterprise
customers to connect phones, workstations, personal computers,
LANs, storage area networks, and other communications devices
through buildings and across campuses. In combination with its own
copper cabling business, CommScope will be the market leader, with
a particular emphasis on the premium segment of the market, where
ACS' SYSTIMAX Solutions product line is positioned.

CommScope's combined cash balances and available revolving credit
is estimated to be $100 million following the acquisition, down
from $171 million of cash and $74 million of revolving credit
available as of Sept. 30, 2003. Potential enhancements to
liquidity include improvements to ACS' working capital turns,
which are subpar. Significant other potential enhancements to
liquidity include the put on the OFS Brightwave joint venture
investment, which would provide $203 million of cash in 2006 if
triggered, $173 million for the original investment, and $30
million of credit provided to the joint venture.


CROMPTON CORP: S&P Cuts Rating to BB on Ongoing Earnings Weakness
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Middlebury, Connecticut-based specialty chemicals and
polymer products producer Crompton Corp. to 'BB' from 'BB+', based
on ongoing earnings weakness. The outlook remains negative.
Standard & Poor's said the downgrade reflects the company's recent
weak earnings performance, which is punishing its already
depressed financial profile.

"Credit quality measures will need to experience significant
strengthening for maintenance of the revised ratings," said
Standard & Poor's credit analyst Wesley E. Chinn. "On the plus
side, earnings are expected to benefit from unit volume increases
as end use demand in the housing, transportation, and consumer
durable and nondurable sectors bolster domestic sales for the
company's products. There also appears to be some opportunity to
raise prices, but elevated energy and raw material costs remain a
meaningful negative factor and the debt load remains onerous."

The ratings on Crompton reflect the vulnerability of results to
competitive pricing pressures, raw materials costs, the
cyclicality of its markets, and weak cash flow protection
measures. These aspects are somewhat tempered by an array of
complementary specialty and industrial chemical products and
substantial geographic diversity of sales (almost 50% of sales are
outside the U.S.). A solid applications-driven technology base
supports the company's leading market positions in many of the
specialty chemical and plastic additives niches in which it
competes.


CWMBS INC: Fitch Hacks Class B3 Notes' Rating to Junk Level
-----------------------------------------------------------
Fitch Ratings has taken rating actions on the following CWMBS
(Countrywide Home Loans), Inc. residential mortgage-backed
certificates:

CWMBS (Countrywide Home Loans, Inc.) mortgage pass-through
certificates, series 2001-10 (ALT 2001-6)

        -- Class A affirmed at 'AAA';
        -- Class M affirmed at 'AA+';
        -- Class B1 affirmed at 'A';
        -- Class B2 affirmed at 'BBB';
        -- Class B3 downgraded to 'CCC' from 'B';
        -- Class B4 remains at 'C'.

These actions are taken due to the level of losses incurred and
the delinquencies in relation to the applicable credit support
levels as of the January 2004 distribution. The affirmations on
the above classes reflect credit enhancement consistent with
future loss expectations.


DELTA AIR: Sets Annual Shareholders' Meeting for April 23, 2004
---------------------------------------------------------------
Delta Air Lines' (NYSE: DAL) Board of Directors has set its Annual
Meeting of Shareowners for April 23, 2004, in Atlanta. The meeting
will be held at 9:00 a.m. EDT at The Renaissance Concourse Hotel,
One Hartsfield Centre Parkway, Atlanta.

The record date for determining shareowners entitled to notice of,
and to vote at, the annual meeting will be the close of business
on March 1, 2004.

Delta Air Lines is proud to celebrate its 75th anniversary in
2004. As the world's second largest airline in terms of passengers
carried and the leading U.S. carrier across the Atlantic, Delta
offers 7,318 flights each day to 487 destinations in 82 countries
on Delta, Song, Delta Shuttle, Delta Connection and Delta's
worldwide partners. Delta currently utilizes the largest regional
jet fleet and its Comair subsidiary was the first U.S. airline to
operate with RJs. Delta is a founding member of SkyTeam, a global
airline alliance that provides customers with extensive worldwide
destinations, flights and services. For more information, please
visit http://www.delta.com/

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


DELTA AIR: January 2004 Traffic Increases By 0.3%
-------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for the month
of January 2004.

System traffic for January 2004 increased 0.3 percent from January
2003 on a capacity decrease of 1.7 percent. Delta's system load
factor was 67.3 percent in January 2004, up 1.4 points from the
same period last year.

Domestic traffic in January 2004 increased 0.5 percent year over
year while capacity decreased 0.1 percent. Domestic load factor in
January 2004 was 65.5 percent, up 0.4 points from the same period
one year ago. International traffic in January 2004 decreased 0.2
percent year over year on a 7.9 percent decrease in capacity.
International load factor was 74.4 percent, up 5.7 points from
January 2003.

During January 2004, Delta operated its schedule at a 97.9 percent
completion rate, compared to 98.9 percent in January 2003. Delta
boarded 7,897,670 passengers during the month of January 2004, a
decrease of 3.2 percent from January 2003.

Delta Air Lines is proud to celebrate its 75th anniversary in
2004. As the world's second largest airline in terms of passengers
carried and the leading U.S. carrier across the Atlantic, Delta
offers 7,318 flights each day to 487 destinations in 82 countries
on Delta, Song, Delta Shuttle, Delta Connection and Delta's
worldwide partners. Delta currently utilizes the largest regional
jet fleet and its Comair subsidiary was the first U.S. airline to
operate with RJs. Delta is a founding member of SkyTeam, a global
airline alliance that provides customers with extensive worldwide
destinations, flights and services. For more information, please
visit http://www.delta.com/

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


DII INDUSTRIES: Receives Final Nod for $350 Million DIP Facility
----------------------------------------------------------------
On January 13, 2004, U.S. Bankruptcy Court Judge Fitzgerald
authorized the DII Industries, LLC, and Kellogg, Brown & Root
Debtors, on a final basis, to borrow funds from, and incur debts
to, Halliburton Energy Services, Inc. and Halliburton Company in
the amount of $350,000,000 in accordance with the terms and
conditions set forth in the Revolving Credit Agreement.

The Court also grants HESI and Halliburton allowed super-priority
administrative claims for any amounts owed to them by the Debtors
in connection with the indebtedness and the obligations.

In addition to the rights and remedies set forth in the Revolving
Credit Agreement, any and all obligations will be immediately due
and payable on the occurrence of these Termination Events, with a
five-day notice allowance by HESI and Halliburton to the Debtors
and the U.S. Trustee:

   (a) One or more of the Debtors' Chapter 11 cases are either
       dismissed or converted to a case under Chapter 7 of the
       Bankruptcy Code;

   (b) A trustee or an examiner with the expanded powers of a
       trustee is appointed in any of the Debtors' Reorganization
       Cases;

   (c) Any Plan is confirmed in any of the Debtors'
       Reorganization Cases which does not provide for payment in
       full of the Obligations on the Effective Date without the
       written consent of HESI and Halliburton;

   (d) The Debtors cease operations of their businesses or take
       material action without the prior written consent of HESI
       or Halliburton;

   (e) The Final DIP Order is reversed, vacated, stayed, amended,
       supplemented, or otherwise modified in a manner that will,
       in the sole opinion of HESI and Halliburton, materially
       and adversely affect their rights or that will materially
       and adversely affect the priority of any or all of their
       claims; or

   (f) Non-compliance or default by the Debtors with any of the
       terms or conditions of the Final DIP Order.

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)


DIRECTV: Raven Media Asks Court to Subordinate Hughes' Claims
-------------------------------------------------------------
Raven Media Investments, LLC asks the Court to subordinate, in
whole or in part, the claims asserted by Hughes Electronics
Corporation against DirecTV Latin America, LLC to the claims and
interests asserted by Raven.  

The Debtor is 75% owned by DirecTV Latin America Holdings, Inc.,
which in turn is a wholly owned subsidiary of Hughes.  Darlene
Investments, LLC owns 20% of the Debtor and Raven owns 4%.  Raven
is a wholly owned subsidiary of Grupo Clarin, Inc., an Argentine
communications company.

Gilbert R. Saydah, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, relates that Hughes asserted
claims against the Debtor for at least $1,345,000,000, which
allegedly represent 70% of the aggregate claims against the
Debtor.

The Debtor's services are distributed in Argentina by Galaxy
Entertainment Argentina, S.A.  The Debtor owned directly and
indirectly a 49% interest in Galaxy and the remaining 51% was
owned by a wholly owned subsidiary of Grupo Clarin, Inc.  In late
2000, the Debtor purchased that 51% of Galaxy in exchange for:

   -- the issuance of a 4% membership interest in DirecTV Latin
      America; and

   -- separate put rights under a put agreement dated
      November 10, 2000.  

Ultimately, the 4% interest and the separate rights under the Put
Agreement were transferred to Raven.  Under the Put Agreement,
Raven believes that it has a valid general unsecured claim
against the Debtor for not less than $189,000,000.  By a ruling
dated August 22, 2003, the Court held that Raven's claim should
be subordinated pursuant to Section 510(b) of the Bankruptcy
Code.  That ruling is now on appeal.

Hughes confirmed that it was the majority shareholder of DTVLA
and that it understood the terms of the Stock Purchase Agreement
and Put Agreement in a letter to Raven's lender, Chase Manhattan
Bank, dated July 3, 2001.  Hughes controlled the Debtor's
business decisions, and it was important to Hughes that Raven
sells its interest in Galaxy.  The sale will enable Hughes to
gain control of the Argentine market and obtain the maximum
number of subscribers to secure a sale of either the Debtor and
its affiliates in related businesses or Hughes itself, or
otherwise to benefit Hughes or its other subsidiaries.  To
further this goal, Hughes was willing to make, and did make,
decisions pertaining to DTVLA's business that were not in the
best interest of DTVLA and were specifically harmful to Raven, as
DTVLA's minority shareholder and creditor.

Mr. Saydah points out that four of the five members of DTVLA's
Executive Committee are Hughes employees.  The Hughes employees
on the Executive Committee are also senior officers of Hughes.  
Six out of the seven senior officers of DTVLA are Hughes
employees providing services for DTVLA.  Thus, Mr. Saydah says,
the supposed representatives of DTVLA that Raven dealt with were
in actuality employees and fiduciaries of Hughes.

The incentive bonus and stock compensation of the Hughes
employees "seconded" to DTVLA is tied to Hughes' performance, not
DTVLA's.  "Such an arrangement raises inherent conflicts in
Hughes' interest in responsibly managing DTVLA," Mr. Saydah
argues.

Hughes represented to Raven that it operated DTVLA as an
independent entity, not for the benefit of Hughes itself or other
Hughes subsidiaries.  "Such representations were false and
misleading and to the detriment of Raven as a minority
shareholder in DTVLA," Mr. Saydah tells Judge Walsh.

Hughes operated the businesses at issue through both DTVLA, which
was 75% owned by Hughes, and through DTVLA Holdings, which was
100% owned by Hughes.  Various local operating companies and
other companies whose services were crucial to the overall
enterprise were owned by either DTVLA or DTVLA Holdings, with
varying impact on Hughes, depending upon its level of ownership.
On information and belief, Hughes has operated the business of
DTVLA to maximize the corporate benefit to Hughes and other
Hughes subsidiaries and affiliates to the detriment of DTVLA and
its minority shareholders.  Mr. Saydah notes that Hughes
Electronics Corporation, Hughes Electronics Systems
International, DirecTV Latin America Holdings, Inc., Surfin Ltd.,
White Holding Mexico, S. De R.L. De C.V., and White Holding, B.V.
may have made agreements with programmers and suppliers on
different bases for its different subsidiaries to increase
benefit for Hughes rather than to serve the individual interests
of the subsidiaries, including the indirect subsidiary, DTVLA.  
In like manner, Hughes took for itself, or for itself and
Darlene, corporate opportunities that should have been offered to
DTVLA, including its minority shareholder, Raven.

To operate its business, DTVLA now spends approximately
$75,000,000 annually for purchases or certain satellite
communications services, including transmission and satellite
capacity, from California Broadcasting Center LLC.  DTVLA
currently pays CBC $6,300,000 per month or over $75,000,000 per
year for satellite services, which fees are above market rates.
CBC is 100% owned by DirecTV Latin America Holdings and,
therefore, is an affiliate of Hughes.  Indirectly, then, Hughes
receives the proceeds from this arrangement.  On information and
belief, DTVLA spent similar or greater amounts and benefited CBC
in similar ways prior to the Petition Date.

DTVLA delivers and has delivered its programming to subscribers
through 16 local operating companies located throughout South
America.  A number of the LOCs are affiliates of Hughes.  Hughes
essentially controls all of these affiliates.

SurFin, 75% of which is indirectly owned, and thus controlled, by
Hughes, provides financing to the LOCs to purchase the boxes
placed in subscribers' homes to receive broadcast signals.  The
boxes in turn are pledged to SurFin.  Approximately $300,000,000
of that financing allegedly is guaranteed by DTVLA and other
amounts are guaranteed by Holdings.  Upon information and belief,
SurFin overcharged local operating companies for the financing
charges, and further, was in a position to compel a greater cash
flow to SurFin than DTVLA from the local operating companies by
virtue of the pledges it obtained.

Indeed, to the Debtor's detriment, Hughes decided blatantly
prepetition to have the LOCs favor payments to SurFin (and
indirectly, Hughes) over payment of royalties due to DTVLA.  As
Hughes has a different ownership structure in connection with
SurFin, where its sole partner is Darlene, than with DTVLA,
Hughes has manipulated these financial arrangements to disfavor
Raven and other DTVLA creditors.  "Such action is a clear breach
of fiduciary responsibility to Raven as minority shareholder and
creditor," Mr. Saydah asserts.

Also to the Debtor's detriment and in breach of Hughes' duties,
Hughes required DTVLA to guaranty obligations of LOCs that DTVLA
either did not own or that were insolvent.

A number of the Hughes affiliated LOCs apparently require
substantial funding to cover operating losses.  Hughes has had
DTVLA provide such funding in the past, causing the Debtor harm.
In these and various other ways, Hughes has caused these
businesses to be operated in the interest of maximizing Hughes'
overall interests to the detriment of those entities like DTVLA
in which Hughes' interests were less significant.

Furthermore, pursuant to a Final Term Sheet for Equity Interests
of Darlene and Hughes in a Restructuring of DTVLA, dated
February 5, 2003, Darlene and Hughes agreed "to use all
commercially reasonable efforts" to include these terms, among
others, in a restructuring or chapter 11 plan for DTVLA:

   (a) a "roll-up" of DTVLA with a number of its affiliates that
       are owned by Hughes and Darlene;

   (b) a payment by DTVLA of Hughes and Darlene's fees and
       expenses incurred in such a "roll-up transaction";

   (c) a provision "to cause DTVLA to release Darlene from those
       liens, guarantees, and liabilities as are set forth on
       Annex B" to the Term Sheet, with Hughes to "indemnify and
       hold harmless Darlene from any such lien, guarantee or
       liability not so released";

   (d) an allocation of ownership in reorganized DTVLA on a
       specified "ratio" between Hughes and Darlene and the
       distribution to Hughes of "ownership or control of at
       least a majority of the voting equity interests of the
       reorganized DTVLA";

   (e) a grant to Hughes and Darlene of rights to liquidate their
       equity holdings in reorganized DTVLA based on an equity
       value of not less than $1,250,000,000 and with Darlene to
       receive a minimum of $400,000,000 if News Corporation
       obtains control of Hughes or DTVLA; and

   (f) certain minimum representation for Darlene on the board of
       reorganized DTVLA.

Mr. Saydah complains that the agreement entered into between
Hughes and Darlene disadvantaged Raven.  Hughes thus breached its
fiduciary responsibility to Raven as a minority shareholder and
creditor.

Currently, Hughes is DTVLA's DIP financing lender, with
corresponding control over the Debtor's budget and other key
operating decisions.

Hughes did not offer Raven, or any other creditors or equity
holders the opportunity to participate in the benefits of the
restructuring of DTVLA, as identified in the Term Sheet.  Nor has
Hughes offered Raven numerous other corporate opportunities which
rightly belonged to DTVLA rather than Hughes itself or Hughes and
Darlene.

Additionally, through prepetition advances to the Debtor and by
buying bank debt of the Debtor rather than having such debt paid
by the Debtor, Hughes effectively made prepetition equity
contributions to the Debtor that Hughes has attempted to disguise
as simple debt.

According to Mr. Saydah, Raven has been investigating its
defenses against the claims asserted by Hughes and its
affiliates, but has only recently received a large number of
documents from DTVLA and Hughes, and expects to receive more in
the near future, which relate to these defenses.  

             Equitable Subordination of Hughes' Claims

By virtue of their overreaching and unfair and deceptive trade
practices and the utter domination and control of the Debtor, its
business and its affairs, Hughes et al. acted to:

   -- benefit themselves at the expense of Raven in particular,
      as well as the Debtor's creditors and estate; and

   -- secure an unfair advantage to themselves.

Mr. Saydah asserts that equitable subordination, in whole or in
part, of the claims filed by Hughes et al. to those of Raven is
consistent with the provisions of the Bankruptcy Code.

         Re-characterization of Hughes' Prepetition Loans
                    or Assumed Loans as Equity

Mr. Saydah argues that Hughes should not be permitted to use its
unique position, as majority shareholder of DTVLA through
Holdings, to disguise prepetition equity contributions as bank
debt so as to infuse large amounts of capital into the Debtor
while retaining its debt claims.

"The principles of equity require, therefore, that these loans or
assumed loans be re-characterized as equity capital and that any
purported liens and security interests securing their repayment
are declared void and of no effect," Mr. Saydah says.

                      Hughes Et Al. Respond

Hughes Electronics Corporation, Hughes Electronics Systems
International, DirecTV Latin America Holdings, Inc., Surfin Ltd.,
White Holding Mexico, S. De R.L. De C.V., and White Holding, B.V.
ask the Court to dismiss Raven's complaint.  

Rebecca L. Scalio, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, relates that the Complaint fails to state a
claim upon which relief can be granted.

Ms. Scalio contends that Raven lacks standing to seek the relief
sought in the Complaint.  Raven is not a creditor of the Debtor
but is only an equity interest holder.  Pursuant to the Debtor's
Disclosure Statement, the statutory committee of the Debtor's
unsecured creditors has already analyzed the effect of
subordinating all of the claims held by Hughes against the Debtor
and has determined that even under the circumstances, the Debtor
would be unable to satisfy more than a small portion of the
unsecured creditors' claims.  Because the subordination of all of
Hughes' claims would not provide the Debtor's unsecured creditors
with full satisfaction of their claims, equity holders like Raven
would be entitled to no recovery from the Debtor's estate.  
Accordingly, Ms. Scalio asserts that Raven's rights are not
affected by whether Raven's claims against the Debtor are
subordinated or re-characterized as equity.  Thus, Raven has no
standing to assert claims for subordination or re-
characterization.

Ms. Scalio also clarifies that:

   -- 74.6872% of the equity in DTVLA is owned by Holdings;

   -- 21.2187% of the equity in DTVLA is owned by Darlene
      Investments, LLC; and

   -- 3.9765% of the equity in DTVLA is owned by Raven.

Hughes et al. reserve the right to assert additional defenses as
they arise and become apparent. (DirecTV Latin America Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


EL PASO CORP: Agrees to Sell Aruba Refinery to Valero for $465MM
----------------------------------------------------------------
El Paso Corporation (NYSE: EP) agreed to sell its Aruba refinery
and related marine, bunkering, and marketing affiliates to Valero
Energy Corporation (NYSE: VLO) for $465 million plus working
capital of approximately $175 million as of December 31, 2003,
resulting in total estimated gross proceeds of $640 million.  

The parties are working to close this transaction by the end
of February 2004.  In connection with closing, El Paso will retire
a $370-million lease financing associated with the refinery.  The
estimated $265 million of remaining net cash proceeds, which
reflects estimated closing costs of $5 million, will be used to
reduce debt.

"The sale of the Aruba refinery is another major step in the
execution of our long-range plan," said Doug Foshee, president and
chief executive officer of El Paso.  "With the net proceeds from
this transaction, we will have announced or sold approximately
$636 million of petroleum assets since December 1, 2003, exceeding
the $500-million to $600-million target established in our plan."

This sale supports El Paso's recently announced long-range plan to
reduce the company's total debt, net of cash, to approximately $15
billion by year-end 2005.  So far, the company has announced or
closed $2.5 billion of the $3.3 billion to $3.9 billion of asset
sales targeted under the plan.

El Paso Corporation's (S&P, B Corporate Credit Rating, Negative
Outlook) purpose is to provide natural gas and related energy
products in a safe, efficient, dependable manner.  The company
owns North America's largest natural gas pipeline system and one
of North America's largest independent natural gas producers.  For
more information, visit http://www.elpaso.com/


EL PASO CORP: Valero Confirms Purchase of Aruba Refinery & Assets
-----------------------------------------------------------------
Valero Energy Corporation (NYSE:VLO) executed a purchase agreement
to acquire El Paso Corporation's (NYSE:EP) 315,000-barrel-per-day
(BPD) refinery in Aruba for $365 million plus $100 million for the
related marine, bunkering and marketing operations, and an
estimated $250 million for working capital.

"This acquisition represents a great value for Valero and its
shareholders not only because the refinery has a replacement cost
of $2.4 billion, but also because more than $640 million has been
invested in the refinery in the last five years to improve the
plant's safety, reliability and profitability," said Bill Greehey,
Valero's chairman and CEO. "Valero is fortunate to acquire this
refinery at an attractive price, which represents 15 percent of
its replacement cost, and be in a position to quickly enhance the
profitability of the refinery -- just like we did at our recently
acquired St. Charles refinery in Louisiana.

"The Aruba refinery has excellent logistics and it strengthens our
geographic and product diversity. What's more, this refinery is a
great fit for Valero because it processes heavy, sour crude oil,
which typically sells at a big discount to sweet crude oil, and it
produces a high yield of valuable intermediate feedstocks that can
be used to back out third-party purchases at our other refineries.
And, the acquisition includes El Paso's very profitable marine,
bunkering and marketing businesses.

"We expect this acquisition to be highly accretive to our earnings
in 2004 and beyond. In fact, our estimates show that based on
current First Call consensus figures and our planned improvements,
these assets are expected to contribute approximately $80 million
in net income or $.37 in earnings per share for the remainder of
2004 and $175 million in net income or $1 per share in 2005,"
Greehey said.

The sale, which has been approved by the boards of both companies,
will be financed with $200 million in cash, approximately $165
million in borrowings under existing credit facilities, and
approximately $350 million in net proceeds from the issuance of
common equity through a public offering. Closing of the
transaction is anticipated at the end of February.

"Because the majority of this acquisition is being funded with
cash and equity, our debt-to-capitalization ratio should be
virtually unchanged from its current ratio of 40.3 percent," said
Greehey.

           Strong Relationship with Aruban Government

"We have already forged a great relationship with the very pro-
business Aruban government and will benefit from several favorable
agreements," said Greehey. "We will benefit from an existing
income tax holiday on all earnings, except retail, through 2011.
And, as additional capital is committed to the refinery, we plan
to work with the government on an extension to this agreement.

"In addition, we will benefit from a very favorable environmental
agreement. Since 1989, environmental liabilities have been covered
by a Trust Agreement with the government where the refinery pays
approximately $500,000 a year into the Trust, limiting our
exposure to the amount that has been paid into the trust. What's
more, we have no liability for environmental issues prior to July
1990," he said.

            A Great Refinery with Significant Benefits
                     to the Valero System

The substantial investments made in the refinery in recent years
have enabled it to process lower-cost heavy sour crude oil and
produce a high yield of finished distillate products and
intermediate feedstocks, which can be marketed in the U.S. Gulf
Coast, Florida, the New York Harbor and the Caribbean.

"Because the product slate matches up so well with our system, we
will be able to move these feedstocks, including vacuum gas oil
and naphtha, to our refineries in the Gulf Coast and the West
Coast, as well as our Paulsboro, N.J. refinery on the East Coast.
As a result, we estimate that we'll be able to back out purchases
of third-party feedstocks, providing a substantial economic
benefit to our refining system," Greehey said.

"This refinery is also perfectly in line with Valero's strategy of
processing heavy sour crude oil that generally sells at a
significant discount to sweet crude oil. In fact, one of the
refinery's main feedstocks, Maya crude oil, is currently selling
at a discount of about $9 a barrel. In addition, we believe that
the refinery will benefit from Valero's significant expertise in
sour crude processing and from our economies of scale and leverage
in sour crude purchasing.

"But obviously one of the biggest reasons we believe this refinery
is a great acquisition is the opportunity it presents for Valero
to immediately benefit from improved profitability by improving
operations and reliability. Valero expects to benefit from the
significant amount of investments that have already been made at
the refinery," he said.

The refinery's major units include two recently built delayed
cokers that have a combined capacity of 64,000 BPD and two
recently upgraded crude units that have a combined capacity of
315,000 BPD. In addition, there is a 160,000-BPD vacuum unit; a
42,000-BPD visbreaker; four hydrotreating units that have a
combined capacity of 225,000 BPD; and a 129,000-BPD distillate
fractionator.

The refinery also has excellent logistics with two deepwater
marine docks with capacity for ultra-large crude carriers, six
docks for refined products, 63 storage tanks with almost 12
million barrels of storage capacity, and a truck rack for local
sales.

              Highly Profitable Related Businesses

The acquisition also includes marine transportation assets and
operations. There are nine vessels, including tug boats, pilot
boats, a 15,000-barrel bunker fuel barge and other related
equipment. These vessels provide piloting services, docking and
undocking for all ships at the refinery and at other local ports,
and lightering services. In addition, Aruba Bunkering provides on-
and off-shore fuel oil bunkering.

The marketing operations include 10 retail outlets in Aruba,
including two company-owned and operated sites and eight dealer-
operated sites that represent 70 percent of the local market. Both
wholesale and retail benefit from a government-regulated $.18 per
gallon margin. The marketing operations also include aviation fuel
sales, delivery and fueling services to the Aruba and Bonaire
airports.

                The Timing Couldn't Be Better

"The timing for this acquisition couldn't be better," Greehey
said. "The industry fundamentals for gasoline, distillates and
sour crudes are outstanding, so we believe that 2004 is going to
be even better for Valero than last year, which was a record.

"We believe we've entered a new margin environment where the highs
are going to be higher and the lows will not be as low and will be
shorter in duration. Because we're so confident that we have the
best strategy, the best assets, the best geographic diversity and
the best leverage to refining margins, we believe we're the best
positioned independent refiner to benefit from this new era in our
industry.

"We are also excited about the enthusiasm of the Aruba workforce.
We've already met with the union leadership and some of the
employees, and they're committed to working with us to help this
refinery reach its full potential. And, as we have always done in
every acquisition, we plan to invest in the employees, the
refinery and the community.

"As soon as the acquisition closes, Valero plans to change the
refinery's name to the Valero Aruba Refinery and re-brand all of
the company's facilities. We want our employees to be proud of
their facilities so we will invest in new signs, landscaping and
other improvements at all of our Aruban business operations," he
said.

Valero Energy Corporation is a Fortune 500 company based in San
Antonio, with approximately 20,000 employees and annual revenues
of approximately $38 billion. The company currently owns and
operates 14 refineries in 13 locations throughout the United
States and Canada. Valero's refineries have a combined throughput
capacity of over two million barrels per day, which represents
approximately 10 percent of the total U.S. refining capacity.
Valero is also one of the nation's largest retail operators with
over 4,500 retail outlets in the United States and Canada under
various brand names including Diamond Shamrock, Valero, Ultramar
and Beacon.

For more information about Valero, visit http://www.valero.com/


ENRON CORP: EMI Wins Nod to Sell Partnership Interest to VF II
--------------------------------------------------------------
Enron affiliate Debtor EESO Merchant Investments, Inc. obtained
the Court's permission for:

   (a) its assumption of an Amended and Restated Limited
       Partnership Agreement;

   (b) its subsequent assignment of the Partnership Agreement
       and sale of related limited partnership interest pursuant
       to a Purchase and Sale Agreement to VF II Holdings LLC;
       and

   (c) the Assignment and Assumption Agreement by and between
       EMI, VF II, Heartland Industrial Partners (E1) LP,
       Heartland Industrial Associates LLC, Heartland Industrial
       Partners LP and The Heartland Industrial Group LLC.

                        The Sale Agreement

After substantial negotiations, on December 3, 2003, EMI and VF
II entered into the Sale Agreement, which provides for EMI's
transfer of all of its right, title and interest in and to the
Partnership Agreement, the LP Interest and the books and records
related thereto.  The salient terms of the Sale Agreement are:

A. Purchase Price

   The purchase price for the Assets will be an amount equal to:

   (1) $10,250,000, minus

   (2) any distributions made or deemed made to EMI by the
       Partnership after June 30, 2003, plus

   (3) the assumption of the Assumed Liabilities, minus

   (4) the Cure Payment.

B. Deposit and Payment of Purchase Price

   Contemporaneously with the execution of the Sale Agreement,
   VF II deposited with, and paid to, EMI $1,025,000 as a
   deposit.  At the Closing, VF II will pay the Adjusted
   Purchase Price, less the Deposit, by wire transfer of
   immediately available funds to EMI and VF II will pay the
   Cure Payment to HIA by wire transfer of immediately
   available funds.

C. Assumption of Liabilities

   Effective on the Closing, VF II will assume and agree to pay,
   perform and discharge all liabilities arising out of, in
   connection with, or related to the ownership of the Assets
   after the Closing Date.  EMI will retain any and all
   liabilities arising out of, in connection with, or related to
   any breach by EMI on or before the Closing Date of any
   representations, warranties or covenants made by EMI for the
   benefit of HIA, the Partnership or any of the partners
   therein.

D. Closing Conditions

   The parties' obligation to proceed with the Closing
   contemplated by the Sale Agreement is subject to the
   satisfaction on or prior to the Closing Date of certain
   conditions EMI and VF II must meet.

E. Termination of Agreement

   The Sale Agreement and the transactions contemplated thereby
   may be terminated at any time prior to the Closing:

   * by the written consent of each of EMI and VF II;

   * by either party if the Closing has not occurred on or
     before 60 days after execution -- as may be extended by
     written agreement of the Parties -- provided that the
     terminating party is not in default of its obligations
     under the Sale Agreement in any material respect;

   * by any Party, upon written notice to the other Parties, if
     there will be an Applicable Law that makes the
     consummation of the transactions contemplated thereby
     illegal or otherwise prohibited or if any court of
     competent jurisdiction or other Governmental Authority
     will have issued a final and non-appealable order, decree
     or ruling or taken any other action permanently
     restraining, prohibiting or enjoining the consummation of
     the transactions contemplated by the Sale Agreement; or

   * by EMI, at any time after the Bankruptcy Court approves an
     Alternative Transaction, or VF II, upon, but not prior to,
     the financial closing of an Alternative Transaction.

F. VF II's Remedies

   VF II's only remedy for EMI's breach of the Sale Agreement
   prior to the Closing Date, will be its option to terminate
   the Sale Agreement to the extent permitted by the terms
   thereof and to receive the Deposit to the extent permitted by
   the Sale Agreement.

G. Auction Process

   Prior to the earlier of the Closing or the termination of the
   Sale Agreement in accordance with its terms, EMI will not
   solicit any inquiries, proposals, offers or bids from,
   negotiate with, or enter into any agreement with, any Person
   other than VF II relating to the direct or indirect sale,
   transfer or other disposition, in one or more transactions,
   of all or substantially all of the Assets, or otherwise take
   any other affirmative action to cause, promote or assist with
   any similar transaction with a third party -- an Alternative
   Transaction -- provided, however, that (i) EMI or its
   representatives may provide notice to third parties of the
   filing of the request with respect to the Sale Agreement, and
   (ii) if EMI receives an unsolicited bona fide proposal for an
   Alternative Transaction, EMI and its representatives may:

   (a) supply information relating to EMI, the Assets, and the
       Partnership to prospective purchasers who have executed a
       confidentiality agreement with EMI or the Partnership;

   (b) respond to any inquiries or offers made in connection
       with the Alternative Transaction;

   (c) engage in negotiations; and

   (d) if EMI determines in good faith that the proposal could
       reasonably be expected to result in a Superior
       Transaction, enter into, and seek Bankruptcy Court
       approval of, any definitive agreement with respect
       thereto.

                    The Assignment Agreement

With the Settlement Parties' desire to compromise and settle all
issues regarding the Heartland Transactions, pursuant to the
Assignment Agreement, they agree that on the Closing Date:

   (i) EMI will assign all of its right, title and interest in
       and to the LP Interest and the Partnership Agreement to
       VF II;

  (ii) VF II will assume all of the Assumed Liabilities;

(iii) VF II will pay to HIA, as consideration for HIA's consent
       to the transfer of the LP Interest to VF II and the
       release of the HIA Claims -- the Cure Payment;

  (iv) Each of the Settlement Parties, for and on behalf of
       itself and each of its affiliates, will release, acquit
       and discharge each other party and each and every past
       and present affiliate of each other party from any and
       all claims, relating to the Heartland Transactions;

   (v) Each proof of claim filed by or on behalf of the
       Partnership, HIA and HIG against EMI in connection with
       the LP Interests, will be deemed irrevocably withdrawn,
       with prejudice, and to the extent applicable expunged and
       all claims set forth therein disallowed in their
       entirety; and

  (vi) The Energy Agreement will be terminated.
(Enron Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EXD ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: EXD Acquisition, Inc.
             Attn: Raymond H. Kingsbury
             2940 114th Street
             Grand Prairie, Texas 75050-8600

Bankruptcy Case No.: 04-31534

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Exhibit Dynamics, Inc.                     04-31535
     Cyclonics, Inc.                            04-31536

Type of Business: The Debtor is a marketing and service-oriented
                  company that provides Display Exhibit Design &
                  manufacturing services.  See
                  http://www.exhibitdynamics.com/

Chapter 11 Petition Date: February 4, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: John Mark Chevallier, Esq.
                  McGuire, Craddock & Strother
                  3550 Lincoln Plaza
                  500 North Akard Street
                  Dallas, TX 75201
                  Tel: 214-954-6800
                  Fax: 214-954-6801

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
William Blaire Mezzanine Capital        $21,858,197
   Fund II, L.P.
303 West Madison St., Ste 2100
Chicago, IL 60606

Renaissance Mmgt.                          $663,252
2300 West Park Place, Ste 146
Stone Mountain, GA 30067

Hillwood Investment Prop.                  $642,090
Three Lincoln Centre
5430 LBJ Freeway Ste 800
Dallas, TX 75240

Transportation Solutions Inc.              $411,955
49 Mountain Brook Rd.
North Haven, CT 06473

Nth Degree                                 $252,580
P.O. Box 845005
Boston, MA 02284-6005

Duke Weeks Realty Limited Part             $236,159

Coastal International                      $187,642

Eclipse Freight Systems, Inc.              $169,577

Zenith Labornet, Inc.                      $142,869

American Transportation/Atlas              $142,525

Bohren's Moving & Storage Inc.             $120,859

Townsend & Townsend & Crew                 $117,170

Wilentz Goldman & Spitzer                  $106,954

Exhibitor's Carpet Service, Inc.            $96,084

Vista Color Lab                             $88,819

Airgroup Express                            $85,930

New York State Sales Tax                    $84,772

Mayflower Transit, LLC                      $82,640

United Intermode, Inc.                      $80,375

McCollister's                               $21,287


FACTORY 2-U: Brings-In Hennigan Bennet as Reorganization Counsel
----------------------------------------------------------------
Factory 2-U Stores, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware's approval of its application to employ and
retain Hennigan, Bennet & Dorman LLP as Reorganization Counsel.

The Debtor expects Hennigan Bennet to:

     a. assist the Debtor in the preparation of motions,
        pleadings, and such other documents as are required to
        be filed with the Bankruptcy Court and the Office of the
        United States Trustee to administer a chapter 11 case;

     b. advise the Debtor with respect to the sale of certain of
        the Debtor's assets, and with respect to the
        negotiation, preparation, and confirmation of a plan of
        reorganization;

     c. assist the Debtor in preparing and obtaining approval of
        a disclosure statement and other, appropriate motions
        and pleadings;

     d. appear at meetings of creditors and creditors'
        committees on behalf of the Debtor;

     e. represent the Debtor in litigation in the Bankruptcy
        Court where such litigation involves substantial and
        material issues of bankruptcy law;

     f. advise the Debtor regarding its legal rights and
        responsibilities as debtor in possession under the
        Bankruptcy Code, the Bankruptcy Rules, and the United
        States Trustee Guidelines and Requirements; and

     g. file reports as required under applicable law.

Bennett J. Murphy, Esq., reports that Hennigan Bennet will bill
the Debtor at its current hourly rate of:

          attorneys                $190 to $655 per hour
          financial consultants    $125 to $495 per hour
          paralegals and clerks    $100 to $210 per hour

Headquartered in San Diego, California, Factory 2-U Stores, Inc.
-- http://www.factory2-u.com-- operates a chain of off-price  
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US, sells branded casual apparel for the
family, as well as selected domestics, footwear, and toys and
household merchandise. The Company filed for chapter 11 protection
on January 13, 2004 (Bankr. Del. Case No. 04-10111). M. Blake
Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt
& Taylor, LLP represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


GARDEN HOLDINGS: Case Summary & Largest Creditor
------------------------------------------------
Debtor:  Garden Holdings, Inc.
         19411 Atrium Place, Suite 170
         Houston, Texas 77084

Bankruptcy Case No.: 04-10365

Type of Business: Garden Holdings, Inc., is an affiliate of Garden
                  Ridge Corporation, et al., Bankr. D. Del. Case
                  Nos. 04-10323 through 04-10327, filed Feb. 2,
                  2004, and reported in the Feb. 4, 2003, edition
                  of the Troubled Company Reporter.  Garden Ridge
                  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 4, 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: More than $100 million

Estimated Debts:  $50 million to $100 million

Garden Holdings, Inc.'s Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Allied Capital Corporation    Bank Note               $1,536,672
1919 Pennsylvania Ave., NW
Washington, DC 20006


GASEL TRANSPORTATION: Goff Backa Replaces Van Krevel as Auditors
----------------------------------------------------------------
Van Krevel & Company, Dublin, Ohio has acted as Gasel
Transportation Lines Inc.'s auditor since the Company began having
its statements audited in 1995.

Van Krevel & Company is a small firm comprised of two accountants,
only one of which is approved to perform audits for companies
registered with the SEC. When the Company was preparing to execute
another engagement letter for Van Krevel & Company to audit the
financials for 2003, Van Krevel & Company learned that its
professional liability insurance premiums were going to be
significantly increased, and then, while looking for an alternate
insurer, that no insurance companies would underwrite its
professional liability coverage for performing SEC compliant
audits. The final decision of Van Krevel & Company not being able
to perform the audit was made by it only when another accounting
firm was found that would perform the audit, which was formalized
on January 8, 2004. Until another principal accountant was found,
Van Krevel & Company was examining alternatives that would allow
it to perform the audit. On January 16, 2004, Van Krevel & Company
provided written notice to the Company and the SEC that as far as
it was concerned, the client-auditor relationship had ceased as of
December 29, 2003.
                                        
Van Krevel & Company's report on the financial statements for the
year ended December 31, 2002, was modified to include a going
concern uncertainty. The reason for this modification was that the
Company had suffered recurring losses from operations and had a
net capital deficiency which raised substantial doubt about its
ability to continue as a going concern. Management's plans
regarding those matters were disclosed in the notes to the
financial statements. The financial statements did not include any
adjustments that might result from the outcome of this
uncertainty.
                                        
Because of the circumstances and the availability of another
accounting firm to undertake the audit of the Company financial
statements for 2003, the Audit Committee approved the change in
accounting firms.
                                        
There have been no disagreements with Van Krevel & Company on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, from the time that it
commenced to audit the Company financial statements until the
determination that it could not perform the audit on the 2003
statements.
                                
Goff Backa Alfera & Company, LLC, Pittsburgh, Pennsylvania, has
been engaged by the Company as the principal accountant to audit
the Company's financial statements for the year 2003. This
engagement was made on January 8, 2004, when the Company's Audit
Committee executed an engagement letter with that firm. The
Company has had no previous relationship with Goff Backa Alfera &
Company, LLC, prior to the new engagement as principal accountant.


GENCORP INC: Will Pay Quarterly Cash Dividend on February 27, 2004
------------------------------------------------------------------
The Board of Directors of GenCorp Inc. (NYSE: GY) declared a
quarterly cash dividend of three cents per share on the issued and
outstanding ten cents par value common stock of the Company,
payable February 27, 2004 to shareholders of record on February
16, 2004 at 5:00 p.m. Eastern Standard Time.

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


GLOBE METALLURGICAL: February 20 Fixed as Admin. Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
orders that February 20, 2004, is the deadline for filing
administrative expense claims arising after April 2, 2003, against
Globe Metallurgical Inc.

Administrative claimants must file written requests for payment
and file that request by mail, hand-delivery or courier before
5:00 p.m. Eastern Time on Feb. 20, with the Clerk of the
Bankruptcy Court.  

Six classes of claims are exempted from the bar date:

        1. claims already properly filed against the Debtor;
        
        2. claims previously allowed by the Court;

        3. claims of one debtor to another;

        4. claims of professionals retained by the Debtor pursuant
           to Section 327 of the Bankruptcy Code;

        5. administrative expense claims arising and payable in
           the ordinary course of the Debtor's business, or
           pursuant to Court-approved post-petition agreements or
           transactions entered into by the Debtor;

        6. claims by Marco International Corporation, MI Capital,
           Inc., or Five Lakes Funding Corp.

Globe Metallurgical Inc., the largest domestic producer of
silicon-based foundry alloys and one of the largest domestic
producers of silicon metal, filed for chapter 11 protection on
April 2, 2003, (Bankr. S.D.N.Y. Case No. 03-12006).  Timothy W.
Walsh, Esq., at Piper Rudnick, LLP represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $50 million both in assets and
liabilities.


GMAC COMM'L: S&P Takes Rating Actions on Series 1996-C1 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
D, E, and F of series 1996-C1 issued by GMAC Commercial Mortgage
Securities Inc. At the same time, the rating on class G is
lowered, and the ratings on the remaining classes are affirmed.

The raised ratings reflect the increased credit support for the
senior classes from a 69.9% paydown in certificates since issuance
(26.4% since the last review in November 2002) as well as the
improved financial performance of the loan pool. The weighted
average debt service coverage ratio for the pool has increased to
1.66x from 1.51x at issuance, based on 85.3% reporting of the
year-end 2002 financials, as collected by the master and special
servicer, GMAC Commercial Mortgage Corp. In addition, losses have
been minimal, with realized losses to date on five loans totaling
$2.1 million.

The lowered rating reflects the increased risk associated with the
specially serviced and watchlist assets.

As of January 2004, there were four specially serviced assets
totaling $20.3 million. There is one mortgage categorized as REO
totaling $13.9 million. Two mortgages are 90-plus days delinquent
(totaling $4.3 million), and one specially serviced asset mortgage
is current ($2.1 million).

The second-largest mortgage in the pool is a $13.9 million REO
mortgage secured by the Pigeon Forge Factory Outlet Center, a
195,000-sq.-ft. center in Pigeon Forge, Tennessee. The center is
experiencing declining occupancy levels to 75% from 92% at
issuance and continues to struggle to retain tenants who demand
short-term leasing arrangements, while competing against the
Tanger Factory Outlet Center, which is situated one mile away.
In May 2002, the mortgage was transferred to the special servicer,
where it was valued at $9.0 million as of September 2003,
resulting in an appraisal reduction of $7.1 million. Advances for
the mortgage total approximately $800,000. Standard & Poor's
expects that the loss on the loan could be significantly higher
than the appraisal indicates, and has factored this into its
ratings.

The remaining three mortgages total $6.4 million. A $2.5 million
mortgage appearing on the list as 90-plus days delinquent secures
a healthcare facility in Glendale, Arizona. GMACCM has agreed to a
$1.9 million discounted payoff, with a closing date expected
within the next few weeks. The $1.8 million mortgage is 90-plus
days delinquent, and secures an office building in Charlotte,
North Carolina. The mortgage was sent to the special servicer in
July 2003 after management fell behind in its loan payments and
following a fire that damaged the upper floor of the building.
GMACCM plans to foreclose on the property. The December 2003
appraisal valued the property at $3.5 million. A $2.1 million
mortgage is specially serviced, but current (30 days delinquent as
of date of publication). The mortgage is secured by an assisted-
living care facility. Currently, operating under receivership,
occupancy stands at 51%. In April 2003, the property was appraised
"as is" at $1.9 million.

In January 2004, GMACCM reported 34 mortgages totaling $54.6
million on its watchlist, all for a variety of different reasons,
generally related to declines in occupancy levels. Of some concern
are two mortgages that remain on the watchlist from Standard &
Poor's last review (in November 2002). The fourth-largest mortgage
in the pool is a $5.6 million mortgage secured by a mixed-use
property in Chula Vista, Calif. All of the occupants are month-to-
month tenants. Occupancy levels currently stand at 71%; however,
there are no leases out to be signed at the present time. Also on
the list is the sixth-largest mortgage, a $4.8 million mortgage
secured by a multifamily property in Gallatin, Tennessee. The
borrower is in the final states of re-tenanting the property while
simultaneously executing an aggressive marketing strategy. Current
occupancy levels stand at 95%, with a DSCR of 0.62x.

As of January 2004, the loan pool balance was $150.9 million (71
mortgages), down from $456.8 million with 136 loans at issuance.
Geographic concentrations include California (21.2%), Florida
(17.5%), New York (12.6%), Tennessee (12.4%), and Texas (6.6%),
with the remaining mortgages (29.7%) located in a variety of
states. The composition of the property pool includes retail
(26.3%), multifamily (23.7%), self-storage (23.2%), office
(15.9%), as well as an assortment of other properties (10.9%). The
top 10 mortgages in the pool total $68.0 million (or 44.4% of the
pool), with a weighted average DSCR of 1.47x as of year-end 2002.

Standard & Poor's stressed the specially serviced loan in its
analysis, and the stressed credit enhancement levels adequately
support the rating actions.
   
                        RATINGS RAISED
   
        GMAC Commercial Mortgage Securities Inc.
        Commercial mortgage pass-thru certs series 1996-C1
   
                    Rating
        Class   To           From   Credit Support (%)
        D       AAA          AA                  48.5
        E       AA           A-                  39.5
        F       BBB+         BB+                 24.3
   
                        RATING LOWERED
   
        GMAC Commercial Mortgage Securities Inc.
        Commercial mortgage pass-thru certs series 1996-C1
   
                    Rating
        Class   To          From   Credit Support (%)
        G       B-          B                   11.4
   
                        RATINGS AFFIRMED
   
        GMAC Commercial Mortgage Securities Inc.
        Commercial mortgage pass-thru cert series 1996-C1
   
        Class   Rating   Credit Support (%)
        B       AAA                   84.1
        C       AAA                   66.7


HARDWOOD: Nixes Proposed Amalgamation with Rogers Associate
-----------------------------------------------------------
Hardwood Properties Ltd. (NEX:HWP.H) announces that conditions to
the previously announced proposed amalgamation between Hardwood
and Rogers Associate Financial Partners Inc. have not been met and
that the transaction has therefore been terminated. The directors
of the Corporation will seek other opportunities to vend control
of the Hardwood corporate "shell". If unsuccessful, the directors
will consider taking steps necessary to cause the Corporation to
be dissolved.

Hardwood Properties Ltd. is a Calgary based real estate company
that specializes in the acquisition, re-construction, management
and sale of multi-family residential properties.


HARNISCHFEGER: Look for First-Quarter Results by February 25, 2004
------------------------------------------------------------------
PR Newswire   Feb 4

Joy Global Inc. (Nasdaq: JOYG) will release first quarter earnings
results prior to the opening of business on February 25, 2004.  

A conference call is scheduled for 11:00 a.m. EST on Wednesday,
February 25, 2004, to discuss the quarterly results.  John Nils
Hanson, Chairman, President and CEO of Joy Global Inc., Donald C.
Roof, Executive Vice President and CFO, and Michael S. Olsen, Vice
President, Corporate Controller and Chief Accounting Officer, will
host the call.

Interested parties can listen to the call by dialing 800-649-5127
in the United States or 706-679-0637 outside of the United States,
access code #5108026, at least 15 minutes prior to the 11:00 a.m.
EST start time of the call.  A rebroadcast of the call will be
available until the close of business on March 12, 2004, by
dialing 800-642-1687 or 706-645-9291, access code #5108026.

Alternatively, interested parties can listen to a live web cast of
the call on the Joy Global Inc. Web site at
http://www.joyglobal.com/investorrelations/confcalls.jsp/ To  
listen, please register and download audio software on the site at
least fifteen minutes prior to the start of the call.  A replay of
the web cast will be available until the close of business on
March 31, 2004.

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


HEADWATERS: S&P Ups Ratings to BB after Closing of Equity Offering
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured ratings on Headwaters Inc. to 'BB-' from 'B+' and
removed the ratings from CreditWatch, where they were placed on
Dec. 9, 2003.

The outlook is stable. The action follows the completion of
Headwaters' $85 million equity offering, the proceeds of which
were used to reduce debt. Total debt as of Dec. 31, 2004, was
approximately $75 million.

"The upgrade reflects Draper, Utah-based Headwaters' steady free
cash flow generation and continued debt reduction, which has
improved its financial profile," said Standard & Poor's credit
analyst Paul Blake.

The company reduced debt by over $60 million in its most recent
quarter, including all of its high-interest subordinate debt. The
efforts to strengthen the financial profile, and the underlying
stability of the company's coal combustion products business,
serve to offset inherent business and legislative risks associated
with the chemicals reagents segment, and the financial risk
associated with potential bolt-on acquisitions.

With annual sales of about $390 million, Headwaters is a world
leader in commercializing technologies that add value to energy.
In 2002, the company purchased Industrial Services Group Inc. to
significantly increase its capabilities in the coal value chain,
diversify its source of cash flow, and to increase scale. The
acquisition doubled the size of the company. Management is
committed to further business risk diversification through the
extension of its current operations.

In addition to being a leader in the synthetic fuel industry, the
company manages and markets coal combustion products, a majority
of which is fly ash, through its ISG business. The largest use of
fly ash is the replacement of portland cement in making concrete
in the cyclical construction industry. The utilization of CCPs has
been increasing in the U.S., bolstered by recognition of their
performance and environmental benefits, and government mandates at
both the federal and state level to promote CCP utilization.

The company expects low double-digit EBITDA growth in its ISG
business. The business benefits from relatively low-cost raw
materials, minimal manufacturing costs, and an efficient
distribution network. Fly ash, in particular, should benefit from
the expansion and growth of new and existing markets, increased
penetration as a substitute of portland cement, and the discovery
of new uses.


HEARTLAND COMM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Heartland Communications Inc.
        P.O. Box 2547
        Crystal Lake, Illinois 60039-2547

Bankruptcy Case No.: 04-70529

Type of Business: The Debtor is a telecommunications system that
                  provides a business with national
                  communications expertise and pricing.

Chapter 11 Petition Date: February 3, 2004

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Stephen G. Balsley, Esq.
                  Barrick, Switzer, Long, Balsley & Van Evera
                  One Madison Street
                  Rockford, IL 61104
                  Tel: 815-962-6611

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Jerry Nelson                             $5,207,497
275 Melrose Lane
Crystal Lake, IL 60014

Steve Muir                               $4,610,195
758 Tyner Way
Incline Village, NV 89451

Scott Nelson                               $765,420
6622 Eastside Drive, BMP 26
Tacorna, WA 98422

Janet Priez                                $665,420
6703 Colonel Holcomb Drive
Crystal Lake, IL 600612

Pete Pavich                                $544,133
4660 Natome Boulevard
#120-PMB104
Sacramento, CA 95835

Phil Leavitt                               $361,017
65 South Deere Park Drive
Highland Park, IL 60035

Quest Communications                       $285,000
c/o Campbell, Bohn, Killian, et al.
47255 Monaco St., #210
Denver, CO 80237

Jerry Nelson/Crystal Leasing               $130,000

Steve Muir                                 $130,000

Brian Priesz                                $87,789

UUNET                                       $60,750

Comtech Communications                      $48,111

Shughart, Thompson & Kilroy                 $44,242

Spacecom Systems, Inc.                      $13,968

Midwest Tower Partners, LLC                 $12,678

American Tower Corporation                  $11,616

ATS-The Beeper People                        $9,396

Spectrasite Communications                   $9,274

SBC                                          $8,789

Woodward Communications                      $7,842


HOLLINGER INC: Sets Retraction Price for Retractable Common Shares
------------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C) announces that the Retraction Price of
the retractable common shares of the Corporation as of February 5,
2004 shall be $7.00 per share.

Hollinger Inc.'s principal asset is its approximately 72.6% voting
and 30.3% equity interest in Hollinger International Inc.
Hollinger International is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great Britain,
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area, The Jerusalem Post and The International
Jerusalem Post in Israel, a portfolio of new media investments and
a variety of other assets.

On June 30, 2003, the company's net capital deficit tops $442
million while working capital deficit is at $398.8 million.


HW AVIATION LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: HW Aviation LLC
        440 South LaSalle Street Suite 3100
        Chicago, Illinois 60605

Bankruptcy Case No.: 04-03878

Chapter 11 Petition Date: February 2, 2004

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Glenn R Heyman, Esq.
                  Dannen Crane Heyman & Simon
                  135 South Lasalle Suite 1540
                  Chicago, IL 60603
                  Tel: 312-641-6777

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


IMC GLOBAL: Board of Directors Declares Preferred Share Dividend
----------------------------------------------------------------
The Board of Directors of IMC Global Inc. (NYSE: IGL) declared a
cash dividend of $0.9375 per share on the Company's 7.50%
mandatory convertible preferred stock (NYSE: IGL.M) for the period
January 1 through March 31, 2004.  

The dividend is payable on April 1, 2004 to mandatory convertible
preferred stockholders of record at the close of business on
March 15, 2004.

With 2002 revenues of $2.1 billion, IMC Global (S&P, B+ Corporate
Credit Rating, Stable) is the world's largest producer and
marketer of concentrated phosphates and potash crop nutrients for
the agricultural industry and a leading global provider of feed
ingredients for the animal nutrition industry.  For more
information, visit IMC Global's Web site at
http://www.imcglobal.com/


INTERFACE INC: Completes $135 Million Debt Refinancing Transaction
------------------------------------------------------------------
Interface, Inc. (Nasdaq: IFSIA) closed its private offering of
$135 million aggregate principal amount of 9-1/2% senior
subordinated notes due in 2014.  

The Company previously announced its intention to issue $125
million of notes through this transaction, but elected to increase
the size of the offering to $135 million in response to favorable
market conditions.  Three investment banks participated as initial
purchasers in the offering.  The approximately $130.9 million of
net proceeds from the sale of the 2004 Notes will be used to
redeem the Company's currently-outstanding 9.5% senior
subordinated notes due in 2005 and to reduce borrowings under the
Company's revolving credit facility.

In connection with the closing, the Company also announced its
call of the Called Notes for redemption at a price equal to 100%
of the principal amount of the Called Notes (which total $120
million), plus accrued interest to the redemption date.  The
redemption date for the Called Notes is March 5, 2004. An
aggregate of approximately $123.5 million, which includes interest
that will accrue by the redemption date, will be required to
redeem all of the Called Notes.  Wachovia Bank, National
Association (as successor in interest to First Union National Bank
of Georgia), trustee in respect of the Called Notes, is processing
the transmittal of the redemption notice to all holders of record
of Called Notes.

The 2004 Notes were sold to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as
amended, and to non-U.S. persons in reliance on Regulation S under
the Securities Act. The 2004 Notes have not been registered under
the Securities Act or any state securities laws.  Therefore, the
2004 Notes may not be offered or sold in the United States absent
registration under such laws or an applicable exemption from such
registration requirements.

Interface, Inc. is a recognized leader in the worldwide interiors
market, offering floorcoverings and fabrics.  The Company is
committed to the goal of sustainability and doing business in ways
that minimize the impact on the environment while enhancing
shareholder value.  The Company is the world's largest
manufacturer of modular carpet under the Interface, Heuga, Bentley
and Prince Street brands, and, through its Bentley Mills and
Prince Street brands, enjoys a leading position in the high
quality, designer-oriented segment of the broadloom carpet market.  
The Company is a leading producer of interior fabrics and
upholstery products, which it markets under the Guilford of Maine,
Toltec, Intek, Chatham and Camborne brands.  The Company provides
specialized carpet replacement, installation, maintenance and
reclamation services through its Re:Source Americas service
network.  In addition, the Company provides specialized fabric
services through its TekSolutions business and produces InterCell
brand raised/access flooring systems.

As reported in Troubled Company Reporter's January 28, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC'
rating to Interface Inc.'s proposed $125 million senior
subordinated notes due 2014.

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

The outlook is negative.


INTERNET CAPITAL: Will Publish Fourth-Quarter Results on Feb. 19
----------------------------------------------------------------
Internet Capital Group (Nasdaq: ICGE) will release the financial
results for its fourth quarter ended December 31, 2003 on
Thursday, February 19th, 2004, before the market opens.

The Company will host a conference call to discuss the fourth
quarter results on Thursday, February 19th, 2004 at 10:00am ET.  
Participating on the conference call will be Walter Buckley,
chairman and chief executive officer and Tony Dolanski, chief
financial officer.  The domestic dial-in number for the call is
877-211-0292.  The international dial-in number is (706) 679-0702.

The Company will also host a live web cast for the call with an
attached slide presentation.  To access the web cast, go to the
ICG Web site at http://www.internetcapital.com/and click on the  
investor information tab and the icon for the fourth quarter
conference call.  The web cast will also be accessible at
http://www.firstcallevents.com/service/ajwz398602646gf12.html/
Please log on to either web site approximately ten minutes prior
to the call to register and download and install any necessary
audio software.

In an effort to address specific areas of interest, participants
are encouraged to submit questions to the Internet Capital Group
Investor Relations department at ir@internetcapital.com prior to
February 19th.  Every attempt will be made to respond to all
questions either during the Question and Answer portion of the
call or shortly thereafter.

If you are unable to access the web site but would like a copy of
the slide presentation sent to you after the call, please contact
our Investor Relations Department, at (610) 727-6900.

For those unable to participate in the conference call, a replay
will be available beginning February 19th, 2004 at 11:00am until
February 26, 2004 at 11:59pm.  To access the replay dial 800-642-
1687 (domestic) or 706-645-9291 (international).  The access code
is 3675437.  The replay and slide presentation can also be
accessed on the Internet Capital Group web site:
http://www.internetcapital.com/investors/presentations/

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

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


JACKSON PRODUCTS: Seeks Okay to Tap Gallop Johnson as Attorneys
---------------------------------------------------------------
Jackson Products, Inc., and its debtor-affiliates are asking for
permission from the U.S. Bankruptcy Court for the Eastern District
of Missouri to employ Gallop Johnson & Neuman LC as their Counsel.  

Gallop Johnson is a full-service legal firm with experience and
expertise in legal areas that will be affected during this
reorganization.  Gallop Johnson is familiar with the Debtors'
business operations and financial affairs, as well as many of the
legal issues that are likely to arise in the course of their
cases. If the Debtors were required to retain co-counsel other
than Gallop Johnson, they would incur additional expense and
delay. Accordingly, the Debtors believe Gallop Johnson will
provide the most effective and efficient representation available
to them.

Gallop Johnson will:

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

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

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

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

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

Peter D. Kerth, Esq., reports that Gallop Johnson bills at these
rates:  

          partners             $215 to $325 per hour
          associates           $150 to $220 per hour
          paraprofessional     $120 per hour

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


KAISER ALUMINUM: Gets Conditional Nod for Various Labor Agreements
------------------------------------------------------------------
Kaiser Aluminum announced that, in a special hearing on February
2, the U.S. Bankruptcy Court for the District of Delaware
conditionally approved the company's previously announced
agreement in principle with the United Steelworkers of America,
and the recently concluded agreements in principle with the 1114
Committee, which represents salaried retirees, and the
International Association of Machinists, which represents hourly
employees at two Kaiser locations, regarding certain pension and
post-retirement benefits.

The USWA and the IAM represent the vast majority of the company's
U.S. hourly employees.

The agreements in principle are subject to various approvals,
including ratification by union members, approval by the company's
Board of Directors, and final approval by the Bankruptcy Court.
The agreements are also conditioned upon the satisfactory
resolution of certain intercompany claims.

Separately, the company continues to have discussions with four
additional unions concerning pension and post-retirement benefits.

The agreements in principle conditionally approved by the Court
provide for:

-- The termination of existing post-retirement benefit programs
   such as retiree medical -- for current and future retirees who
   are or were salaried employees, members of the USWA, and
   members of the IAM (as well as surviving spouses and
   dependents). Under the agreements in principle, these
   participants would be provided an opportunity for continued
   retiree medical coverage through COBRA or a proposed Voluntary
   Employee Beneficiary Association. As previously disclosed,
   Kaiser would fund the VEBA with a combination of cash, profit-
   sharing, and other consideration, subject to certain caps and
   limits.

-- The termination of existing pension plans for current and
   future retirees represented by the USWA and IAM. Under the
   agreements in principle, active employees who are represented
   by the USWA and the IAM would be provided with an opportunity
   to participate in one or more replacement pension plans and/or
   defined contribution plans. The Court's conditional approval of
   this agreement in principle came in conjunction with a ruling
   that Kaiser has satisfied the criteria for distress termination
   of its U.S. hourly pension plans. Vested benefits under defined
   benefit pension plans are guaranteed by the PBGC, up to certain
   limits.

After all required approvals -- including final Court approval --
are obtained in connection with the agreements in principle, the
company will advise participants of the termination dates for the
post-retirement and pension benefit programs.

On a related matter, as previously reported, the pension plan for
salaried employees was terminated by the Pension Benefit Guaranty
Corporation on December 17, 2003. Kaiser expects that current
salaried employees will be provided with an opportunity to
participate in a replacement plan.

"These agreements in principle represent the best efforts of
Kaiser and the other stakeholders to address this unfortunate
situation and to provide employees and retirees with some level of
ongoing coverage while at the same time helping Kaiser to advance
toward a planned emergence from Chapter 11 at mid year," said Jack
A. Hockema, president and chief executive officer.

Kaiser Aluminum Corporation (OTCBB:KLUCQ) is a leading producer of
fabricated aluminum products, alumina, and primary aluminum.


KAISER ALUMINUM: Wants Nod to Sell Stake in Alpart to Glencore
--------------------------------------------------------------
Alumina Partners of Jamaica is a Delaware general partnership
that mines bauxite in Jamaica, processes it into alumina at a
refinery located in Nain, Jamaica, and delivers the resulting
alumina to its partners.

The Kaiser Aluminum Debtors own a 65% interest in Alpart -- Kaiser
Jamaica Corporation owns a 38.077% interest and Alpart Jamaica
Inc. owns a 26.923% interest.  Kaiser Jamaica and Alpart Jamaica
are wholly owned subsidiaries of the Debtors.  The remaining 35%
interest in Alpart is owned by Hydro Jamaica, an unaffiliated
third party that is a subsidiary of Hydro Aluminum a.s.

Alpart conducts its mining and refining operations for the
benefit of its partners in proportion to their partnership
interests.  Kaiser Jamaica and Alpart Jamaica sell their shares
of Alpart's alumina production to the Debtors, and in turn, sells
or otherwise transfers part of this production to a smelter in
Wales in which the Debtors hold a 49% interest, and the balance
to third-party customers.

Until May 2003, the Debtors were also selling a portion of their
alumina produced at Alpart to a smelter in Ghana in which the
Debtors hold a 90% ownership interest.  The smelter was curtailed
in May 2003 due to an insufficient allocation of power at a
reasonable price.  That curtailment continues.

The conduct of Alpart's business is governed by a Partnership
Agreement, dated as of March 30, 1989, among Hydro Jamaica,
Alpart Jamaica and Kaiser Jamaica.  Pursuant to the Partnership
Agreement and certain related agreements, the Alpart partners are
unconditionally obligated to reimburse Alpart for their share --
based on the parties' proportional equity ownership -- of
Alpart's cash requirements, including:

   * operating costs,
   * debt service,
   * working capital, and
   * capital expenditures

In addition, the obligations of each Alpart partner are
unconditionally guaranteed by their parents -- Kaiser Aluminum &
Chemical Corporation in the case of Kaiser Jamaica and Alpart
Jamaica.

              Hydro Jamaica's Right of First Refusal

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, PA,
relates that the Partnership Agreement, as recently amended,
provides that Hydro Jamaica has a right of first refusal with
respect to a sale of the Debtors' interests in and related to
Alpart.  Pursuant to the RFR, if Kaiser Jamaica and Alpart
Jamaica enter into a bona fide definitive agreement providing for
the sale of their partnership interests in Alpart, before
consummating a sale, Kaiser Jamaica and Alpart Jamaica must
provide Hydro Jamaica with written notice of the Third-Party
Agreement and the related alumina supply contract to be assigned
in connection with the sale.  Within 30 days after the receipt of
a Notice, Hydro Jamaica has the right to elect to purchase the
Alpart interests covered by the Third-Party Agreement.  After
Hydro Jamaica timely elects to purchase the interest, Hydro
Jamaica, Kaiser Jamaica and Alpart Jamaica must enter into an
agreement similar to the Third-Party Agreement.  If Hydro Jamaica
fails to timely make its election, Kaiser Jamaica and Alpart
Jamaica are free to consummate the sale under the Third-Party
Agreement within 90 days after the election period expires.

                    Sale Process Overview

The Debtors, with the support of the Official Committee of
Unsecured Creditors, the Official Committee of Asbestos
Claimants, and Martin J. Murphy, the legal representative of
future asbestos claimants, have determined that their commodities
business should be sold.  Subsequently, the Debtors, through
their investment advisors, Lazard Freres & Co. LLC, contacted 37
parties that might have an interest in purchasing the Debtors'
interests in Alpart.  Of those 37 parties, 22 agreed to execute a
confidentiality agreement with the Debtors in order to receive
confidential information regarding the Alpart assets.
Each of the 22 parties was then asked to submit a non-binding
expression of interest regarding the Alpart assets on August 6,
2003.

At the conclusion of the analysis of the proposals and additional
negotiations, and after consultation with the Creditors
Committee, the Asbestos Committee and the Future Claimants
Representative, the Debtors concluded that the proposal submitted
by Glencore AG constituted the highest and best offer for the
Alpart assets.  Accordingly, the Debtors selected Glencore as the
winning bidder.  Thereafter, the Debtors and Glencore negotiated
and entered into a purchase agreement dated January 21, 2004.

              The Purchase Agreement with Glencore

Pursuant to the Glencore Purchase Agreement, the Debtors will
sell to Glencore these particular assets:

   (a) All of Kaiser Jamaica's and Alpart Jamaica's partnership
       interests in Alpart;

   (b) All assets and property owned by Kaiser Jamaica and Alpart
       Jamaica as tenants in common for the use and benefit of
       Alpart;

   (c) Kaiser Aluminum & Chemical Company's and Kaiser Bauxite
       Company's equity interests in Alpart Farms (Jamaica),
       Ltd.;

   (d) Promissory notes evidencing loans made or to be made by
       the Debtors to Alpart consisting of:

       -- a loan in the original principal amount of $22,100,000
          as evidenced by a promissory note, dated March 1, 2001;
          and

       -- a loan in an original principal amount equal to 65% of
          the amount required to redeem or defease in full the
          outstanding debt in respect of the bonds issued by
          the Caribbean Basin Projects Financing Authority under
          a loan agreement, dated as of December 1, 1991;

   (e) Amounts due to the Debtors from Alpart on account of funds
       advanced to Alpart to cover costs of operations --
       including interest but excluding depreciation;

   (f) All rights under certain contracts of the Debtors either
       related to:

       -- the sale of alumina produced by Alpart, except to the
          extent the Debtors elect to exclude some or all of the
          contracts from the sale before it is consummated; or

       -- the business operations of Alpart and the Debtors'
          interests in Alpart, excluding certain contract rights
          under which the Debtors, before closing, were owed
          certain trade receivables, management fees and tax
          refunds or credits.

The Purchase Agreement also requires Alpart to provide for the
payment of the remaining balance owed on the CARIFA Debt before
Closing.  Mr. DeFranceschi explains that, for Alpart to do so,
before the Closing, the Debtors expect to loan to Alpart funds
equal to 65% of the outstanding CARIFA Debt -- $143,000,000 --
representing Kaiser Jamaica's and Alpart Jamaica's share of the
funding obligations under the Partnership Agreement, to permit
the redemption and defeasance of the CARIFA Debt.  Hydro Jamaica
has agreed to cooperate reasonably with Kaiser Jamaica and Alpart
Jamaica to loan to Alpart funds equal to the remaining 35% of the
CARIFA Debt before the Closing pursuant to its obligations under
the Partnership Agreement.

The Purchase Agreement further provides that the Debtors and
Glencore will enter into an alumina supply agreement, pursuant to
which the Debtors will purchase from Glencore, 200,000 MT of
Alpart alumina in 2004 and 100,000 MT of Alpart alumina in 2005,
at a price equal to a fixed percentage of the price set for
certain aluminum metals on the London Metal Exchange.

As consideration for the benefits obtained under the Purchase
Agreement, Glencore will pay the Debtors $165,000,000, subject to
certain adjustments contained in the Purchase Agreement.  
Glencore also will be required to assume certain liabilities
related to the Alpart-Related Contracts and the business
operations of Kaiser Jamaica and Alpart Jamaica.  In accordance
with the Purchase Agreement, Glencore, in advance of closing,
will escrow $10,000,000, which will be credited to the purchase
price paid to the Debtors at Closing.

                  Postpetition Lender Approval

Mr. DeFranceschi reminds the Court that the Debtors' postpetition
credit agreement expressly prohibits the sale of Kaiser Jamaica's
and Alpart Jamaica's interests in Alpart.  In addition, the
Credit Agreement contains other provisions that address or could
be affected by the sale of the Purchased Assets, including
provisions that:

   (a) address the use of proceeds from asset dispositions;

   (b) determine the extent of the borrowing base and the amount
       of commitments under the postpetition credit agreement;
       and

   (c) contain certain financial covenants.

As a result, postpetition lender approval and amendments to the
postpetition credit agreement will be necessary before the
Debtors can consummate the sale of the Purchased Assets.  The
Debtors intend to seek the requisite consent and amendments to
the postpetition credit agreement, as required, and to obtain
approval of the amendments before February 23, 2004.  

                 Allocation and Use of Proceeds

The gross proceeds from the Sale will be allocated as:

   (a) $36,400,000 will be allocated to the Debtors in respect of
       the Alpart Loans;

   (b) $600,000, representing the book value of the Debtors' and
       Kaiser Bauxite Company's equity interests in Alpart Farms,
       will be allocated to the Debtors and Kaiser Bauxite
       Company in proportion to their interests;

   (c) $6,000,000 will be allocated to the Debtors in respect of
       capital expenditures for Alpart funded by the Debtors from
       August 31, 2003 through December 31, 2003; and

   (d) the remainder of the gross proceeds, subject to any
       applicable purchase price adjustment, will be allocated to
       Kaiser Jamaica and Alpart Jamaica in proportion to their
       partnership interests in Alpart.

Mr. DeFranceschi says that no portion of the proceeds will be
allocated in respect of the Alpart-Related Contracts other than
with respect to the management contract under which Kaiser
Jamaica is a party and acts as the managing partner of Alpart.  
The Debtors are currently engaged in discussions with the
Creditors Committee, the Asbestos Committee, the Future Claimants
Representative and the Postpetition Lenders regarding the use of
the proceeds pending confirmation of a reorganization plan.

By this motion, the Debtors seek the Court's authority, pursuant
to Sections 105, 363, and 365 of the Bankruptcy Code, to:

   (a) enter into the Glencore Purchase Agreement;

   (b) sell and transfer their interests in the Purchased Assets
       to Glencore or, in the event of the exercise of the RFR,
       to Hydro Jamaica;

   (c) assume and assign the Partnership Agreement, the Alpart-
       Related Contracts and other ancillary contracts
       contemplated by the Partnership Agreement;

   (d) enter into the Alumina Supply Agreement; and

   (e) consummate the remaining transactions set forth in or
       contemplated by the Purchase Agreement.

The Debtors also seek Judge Fitzgerald's permission to file
certain exhibits to the Purchase Agreement that contain
confidential commercial information under seal.  The Debtors ask
the Court to hold an in camera hearing on the Sale Motion.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
38; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KMART CORP: Objects to 45 Florida Tax Claims Totaling $1.4 Million
------------------------------------------------------------------
The Kmart Corporation Debtors assert that 45 claims, aggregating
$1,378,143, were filed by Florida Tax Collectors after the Claims
Bar Date established by the Court:

          Type of Claim                  Claim Amount
          -------------                  ------------
          Secured                            $599,192
          Priority                            778,951

Thus, the Debtors ask the Court to disallow and expunge the late-
filed claims. (Kmart Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LENNOX INT'L: Fourth-Quarter Results Reflect Significant Growth
---------------------------------------------------------------
Lennox International Inc. (NYSE: LII) announced fourth quarter and
full-year 2003 earnings.

LII's sales for the fourth quarter of 2003 increased 11% to $779
million. In constant currencies, sales were up 6%.  Operating
income was $30 million, up from $13 million last year, with
operating margin more than doubling to 3.9%.  Net income was $16
million, or $0.27 per diluted share, compared with $5 million, or
$0.08 per diluted share in the year-ago period.  Foreign exchange
rates benefited earnings per share in the fourth quarter by $0.04.

Sales for full-year 2003 were $3.1 billion, up 7% from 2002, when
adjusted for heat transfer revenue of $129 million included in the
prior-year's sales -- essentially all of which is now part of
LII's joint venture with Outokumpu and no longer reported by LII.  
Foreign exchange rates benefited revenue by 3%.  Sales outside the
U.S. and Canada accounted for 13% of total LII revenue. Operating
income for the year grew 19% to $150 million, with operating
margins expanding 70 basis points to 4.9% of sales.  Before the
cumulative effect of an accounting change in 2002, net income
increased 31% in 2003 to $77 million, and diluted earnings per
share rose from $1.00 to $1.28 on the same basis.

LII also generated very strong free cash flow of $113 million in
2003. Free cash flow consists of cash from operations of $55
million, less capital expenditures of $41 million, and excludes a
$99 million reduction in the balance of the company's asset
securitization program.  Over the past three years, LII has used
its cash flow to reduce total debt by $328 million.  In 2003,
operational working capital improved to 18.9% of sales from 19.6%
the prior year.

"2003 was a very successful year for LII, with financial
performance that exceeded our previous guidance," said Bob
Schjerven, chief executive officer. "As we sharpened our focus on
our three core businesses, we achieved a substantial improvement
in our profitability, generated strong free cash flow and finished
the year with a stronger balance sheet.  Our businesses are well
positioned for profitable growth and we are optimistic about
2004."

For 2004, the company said it expects diluted earnings per share
will be in the range of $1.38 to $1.48, an 8% to 16% improvement
over this year's result.  Cash flow is expected to continue to be
strong, with cash flow from operations less capital expenditures,
excluding the impact of changes in the asset securitization
program balance, approaching net income.

             Fourth Quarter Segment Performance

Heating & Cooling revenue rose 14% in the fourth quarter of 2003
to $455 million.  In constant currencies, sales were up 11%.  
Segment operating income increased 71% to $57 million, reflecting
higher sales volumes and improved factory performance.  Operating
margins for the quarter rose to 12.6% from 8.4% in 2002.

Outperforming its market, the Residential Heating & Cooling
segment increased revenue by 14% during the quarter to $323
million, driven by growth at LII's Lennox Industries and Armstrong
units, as well as the company's hearth products business.  
Adjusting for foreign exchange, sales were up 11%. Operating
income increased to $44 million from $28 million last year, with
operating margins expanding to 13.5% from 9.7%.

Revenue in the Commercial Heating & Cooling segment was up 15%, or
10% adjusted for foreign exchange, to $132 million.  Strong growth
was achieved in national accounts and through the company's
dedicated commercial sales districts.  While demand in Europe
remains soft, LII's European sales increased modestly.  Segment
operating income more than doubled to $14 million from $6 million
last year, and operating margins improved to 10.4% from 5.2%.

Service Experts revenue rose 4% to $244 million.  Adjusted for
currency fluctuations, sales declined 1%.  The segment posted an
operating loss of $10 million for the quarter, compared with a
loss of $2 million in the previous year.  Although Service Experts
maintained top-line sales, price-driven margin erosion continued,
and labor inefficiencies further reduced profitability. Inventory
valuations, percent-of-completion contract adjustments, bad debt
expenses, and severance -- all primarily in the company's Canadian
operations -- negatively affected segment earnings.  The company
has made a change in the leadership of the Canadian region and is
moving ahead on the deployment of the STARS IT system in Canada to
facilitate the consolidation of back-office accounting functions
and improve the tracking of key business metrics.

"While our manufacturing businesses are indeed running well, the
performance of Service Experts remains unacceptable," Schjerven
said.  "We have already moved to address specific issues in our
Canadian operations.  But with weak results throughout 2003 and no
improvement evident in the fourth quarter, we are taking a more
aggressive posture on turning Service Experts around."

The company will take action to refocus Service Experts on its
original strategy, concentrating on profitable service, repair,
and replacement opportunities in metropolitan markets.  The
company is in the process of closing four centers that were
predominantly focused on longer-duration commercial new
construction contracts and do not fit the original business
strategy.  These four centers incurred a combined operating loss
of $4 million in 2003.

"Our actions to move Service Experts to improved profitability
will continue in 2004 and we will update our progress no later
than our first quarter report in April of this year," Schjerven
said.  "We are committed to taking whatever actions are necessary
to realize Service Experts' potential."

Refrigeration segment revenue rose 14%, but was down 1% in
constant currencies.  Sales growth in Europe and North America was
offset by a decline in the Asia Pacific region.  Segment operating
income was $7 million, down from $9 million from last year.  
Operating margins declined to 7.2% from 9.5% in fourth quarter
2002.  End-market demand remained sluggish, and price concessions
necessary to maintain domestic sales volumes pressured margins.

A Fortune 500 company operating in over 100 countries, Lennox
International Inc. (S&P, BB- Corporate Credit Rating, Stable) is a
global leader in the heating, ventilation, air conditioning, and
refrigeration markets.  Lennox International stock is traded on
the New York Stock Exchange under the symbol "LII".  Additional
information is available at http://www.lennoxinternational.com/


MAIL-WELL INC: Unit Completes $320-Million Senior Debt Offering
---------------------------------------------------------------
Mail-Well I Corporation, a wholly owned subsidiary of Mail-Well,
Inc. (NYSE: MWL), completed its private offering of $320 million
principal amount of its 7-7/8% Senior Subordinated Notes due 2013.

The company is using the proceeds from the offering to purchase
all of its outstanding 8-3/4% senior subordinated notes due 2008,
together with the premium and accrued interest payable to the
holders of those notes, and to pay related fees and expenses.

The notes initially will not be registered under the Securities
Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

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

                        *     *     *

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

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

The outlook, S&P says, is negative.    


MAIL-WELL: Wins Consents to Amend 8-3/4% Senior Debt Indenture
--------------------------------------------------------------
Mail-Well I Corporation, a wholly owned subsidiary of Mail-Well,
Inc. (NYSE: MWL), announced, pursuant to its previously announced
tender offer and consent solicitation for any and all of its
$300,000,000 outstanding principal amount of its 8-3/4% Senior
Subordinated Notes due 2008, CUSIP Number 56032E AB 9, that it has
received the requisite consents to adopt the proposed amendments
to the indenture governing the Notes.

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

The consent solicitation expired at 5:00 p.m., New York City time,
on Tuesday, February 3, 2004. The Company and U.S. Bank National
Association, in its capacity as Trustee under the indenture,
executed a supplemental indenture setting forth the proposed
amendments on February 4, 2004. The proposed amendments will be of
no effect if the Notes are not accepted for payment and paid for
pursuant to the terms of the Offer. The proposed amendments to the
indenture are binding upon the holders of the Notes, including
those not tendered into the Offer.

The Offer is scheduled to expire at 12:00 midnight, New York City
time, on Wednesday, February 18, 2004, unless extended or earlier
terminated.

Credit Suisse First Boston LLC is serving as dealer manager and
solicitation agent in connection with the Offer. Questions
regarding the Offer may be directed to Credit Suisse First Boston
LLC, Liability Management Group, at (800) 820-1653 (US toll-free)
and (212) 538-4807 (collect). Requests for documentation may be
directed to MacKenzie Partners, Inc., the information agent for
the Offer, at (800) 322-2885 (US toll-free) and (212) 929-5500
(collect).

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

                        *     *     *

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

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

The outlook, S&P says, is negative.    


MANITOWOC CO.: Red Ink Continues to Flow in Fourth-Quarter 2003
---------------------------------------------------------------
The Manitowoc Company, Inc. (NYSE: MTW) reported record sales,
cash from operations, and net debt reduction for the full year
2003.

For the fourth quarter, the company reported net sales of $395.9
million, increasing from $386.0 million during the same period
last year. Including special charges, the company reported a net
loss of $5.5 million, or $0.21 per diluted share for the quarter,
compared with a net loss of $25.1 million, or $0.94 per diluted
share, in the year-ago period. Excluding special items totaling
$0.32 per share in the fourth quarter of 2003, earnings were $0.11
per diluted share. Cash from operations for the fourth quarter
totaled $57.1 million, up 40 percent from the same period last
year.

Fourth-quarter sales increased 3 percent despite continued weak
demand for crawler cranes in U.S. markets and the impact of delays
affecting the company's ship-construction business. The special
charges primarily relate to the company's decision to rationalize
its aerial work platform (AWP) business, restructuring costs, and
costs associated with early debt retirement. These charges were
partially offset by gains in curtailment of certain
post-retirement benefits.

For the full year, net sales were $1.6 billion, increasing 17
percent from $1.4 billion last year. Including special items, the
company reported net earnings of $3.5 million, or $0.13 per
diluted share, compared with a loss of $20.5 million, or $0.80 per
diluted share, last year. Excluding special items, earnings for
2003 were $20.7 million, or $0.77 per diluted share, modestly
above the company's previous guidance range.

"Thanks to the strength of our diversified business model, we  
leveraged the strong performance from our Foodservice segment to
help offset lower sales and earnings in some of our other
businesses," said Terry D. Growcock, Manitowoc's chairman and
chief executive officer.  "In addition, an unyielding focus on
cash generation in all three of our segments enabled us to
generate $151 million in cash from operations and reduce our net
debt by $126 million ($109 million reduction of debt and $17
million increase in cash) before the effect of currency
translation. Both of these measures were substantially ahead of
our targets of $100 million and $60 million, respectively."

                   Full-year Highlights:

     -- Record cash from operations of $151 million, far exceeding
        the company's goal of $100 million
     -- Net debt reduction of $126 million, more than doubling the
        company's goal of $60 million
     -- Strong earnings performance in the Foodservice segment
     -- Growth in international crane sales and market penetration
     -- Successful development and introduction of more than 40
        new crane and foodservice products
     -- Substantial increase in new ship construction projects for
        2004, following the recent award of several commercial
        contracts
     -- Significant progress in achieving key strategic objectives

                 Business Segment Results

Net sales in the Crane segment were $254.7 million for the
quarter, increasing 16 percent from $218.7 million in 2002, and
operating earnings were $6.0 million compared with $7.8 million
one year ago. At December 31, 2003, total crane backlog was $220.7
million. "While demand for U.S. crawler cranes is not rebounding,
we are seeing increased activity internationally, especially in
Asia and in certain parts of Europe," said Growcock. "Our recent
acquisitions of Grove and Potain have positioned us to capitalize
on these opportunities and to pursue new markets around the world.
Nearly 70 percent of our 2003 crane sales came from international
markets, which is a substantial increase from one year ago. We are
also seeing enhanced market penetration from our efforts to
consolidate our crane businesses geographically. In addition,
during the fourth quarter we furthered our efforts to divest non-
core crane businesses by rationalizing our aerial work platform
business to focus on vertical mast products."

Foodservice posted a 12 percent increase in earnings on a slight
decrease in sales ($102.3 million versus $105.0 million) in the
fourth quarter. "The improvement in earnings is consistent with
what we've seen all year in this segment and is a result of the
consolidation and operational improvements put in place over the
past three years," said Growcock. "During 2003, we introduced 25
new Foodservice products -- including the first two models in
our new S-series line-up of ice machines. In January 2004, we also
announced our intent to build an expanded manufacturing and
training facility in China to support the rapid growth we've
experienced in that region and other parts of the world."

Fourth-quarter net sales in the Marine segment decreased 38
percent to $38.9 million, from $62.4 million last year, and
operating earnings decreased to $0.7 million from $3.9 million
last year. This is due primarily to delayed start-ups following
customer deferrals of new-construction projects. "Although
new-construction remained slow during the quarter, our Marine
group won a majority of the major contracts that it bid on during
the year, creating a solid slate of work heading into 2004," said
Growcock. During the quarter, Manitowoc was awarded a contract by
Hornbeck Offshore Transportation to build a 110,000-barrel,
double-hull tank barge. The contract also provides Hornbeck with
options to purchase three additional barges within the next year.

In 2003, the company generated a record $151 million in cash from
operations, comprised of cash from earnings from each of its three
businesses, working capital reductions, and income tax refunds.
Manitowoc also reduced its net debt by $126 million before the
impact of foreign currency. This reduced the company's net debt-
to-capital ratio to 65 percent, significantly down from 68 percent
at the end of 2002. Excluding the impact of the stronger Euro, the
company's net debt-to-cap ratio would have dropped to 63 percent.

                      Strategic Update

"Looking back on 2003, we made significant progress against each
of our five strategic objectives that we defined at the beginning
of the year," said Growcock, "and we've updated those strategies
as we move into 2004."

     -- The company greatly improved its crane marketing
        capabilities through consolidation of its crane
        businesses, offering all product lines with more efficient
        facilities in each geography. Now that the consolidation
        is essentially complete, Manitowoc will continue its
        focus on increasing sales and market penetration globally.

     -- Manitowoc also completed the integration of its internal
        Crane operations, which generated more than $30 million in
        synergies in 2003, with improved prospects for 2004.

     -- The company continues to excel in its core Foodservice
        operations. New-product introductions in all areas
        including ice, beverage, and refrigeration helped
        Manitowoc continue to gain market share throughout the
        year. Going forward, Manitowoc will focus on strengthening
        its business by gaining further market share with the
        new S-Series ice machines and other new-product
        introductions and investments.

     -- Manitowoc has positioned its Marine operations to excel in
        2004 by leveraging the strengths and capabilities of its
        multiple shipyards to serve commercial and government
        customers. The company secured a majority of the major
        contracts that it bid on in 2003, and it will continue to
        actively pursue commercial opportunities for OPA-90
        double-hull vessels as well as appropriate defense,
        homeland security, and government work.

     -- Manitowoc strengthened its financial structure by
        exceeding its goals in cash flow and net-debt reduction.
        In 2004, the company will continue to emphasize these two
        key financial measures and will once again target $100
        million in cash from operations as an objective for the
        year.

                     Earnings Guidance

"While we expect weak demand for U.S. crawler cranes to continue
well into 2004, we are beginning to see other signs of an upturn
in the economy," said Growcock. "Although the landscape remains
very competitive, international demand for crawler, tower, and
mobile telescopic cranes is improving. The restaurant and hotel
industries are beginning to recover, and the industry is expected
to grow approximately 2 percent in 2004. We also see additional
commercial shipbuilding activity, which indicates that the economy
is beginning to improve.

"Over the past two and one-half years, we invested in our
businesses to position them to take full advantage of a recovery,
and as the economy improves, we have high expectations," Growcock
continued. "With this in mind, we are targeting consolidated sales
growth of 7 to 8 percent in 2004, with earnings per share in the
$1.30 to $1.50 range."
    
The Manitowoc Company, Inc. (S&P, BB- Corporate Credit Rating,
Stable Outlook) is one of the world's largest providers of lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks. As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry. In addition, the company is a leading
provider of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.


METROPOLITAN INVESTMENT: Voluntary Chapter 7 Case Summary
---------------------------------------------------------
Debtor: Metropolitan Investment Securities, Inc.
        P.O. Box 2162
        Spokane, WA 99210

Bankruptcy Case No.: 04-00756

Type of Business: The Debtor is a financial-based service company
                  That operates mutual fund and others. It is a
                  registered broker/dealer with approximately 160
                  independent representatives. The Debtor is
                  affiliated with Metropolitan Mortgage &    
                  Securities Co., Inc. and Summit Securities,
                  Inc.

Chapter 11 Petition Date: February 4, 2004

Court: Eastern District of Washington

Judge: William H. Williams

Debtor's Counsel: Mary Ellen Gaffney-Brown, Esq.
                  Attorney at Law
                  421 W. Riverside, Suite 900
                  Spokane, WA 99201-0413
                  Tel: 509-838-6055

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


METROPOLITAN MORTGAGE: Case Summary & 50 Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Metropolitan Mortgage & Securities Co., Inc.
             P.O. Box 2162
             Spokane, Washington 99210

Bankruptcy Case No.: 04-00757

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Summit Securities Inc.                     04-00758

Type of Business: The Debtor is into the business of Insurance
                  and Annuity Operations. Life and health
                  insurance is domiciled in the State of
                  Washington. The insurance segment also invests
                  a substantial portion of the proceeds from the
                  operations in real estate contracts & mortgage
                  notes receivables, other receivables and
                  investment securities.
                  See http://www.metmtg.com/

Chapter 11 Petition Date: February 4, 2004

Court: Eastern District of Washington

Judge: William H. Williams

Debtors' Counsels: Bruce W. Leaverton, Esq.
                   Mary Jo Heston, Esq.
                   Susan Brye Jahnke, Esq.
                   Lane Powell Spears Lubersky LLP
                   1420 Fifth Avenue, Suite 4100
                   Seattle, WA 98101-2338
                   Tel: 206-223-7000

                          - and -

                   Doug B. Marks, Esq.
                   Elsaesser, Jarzabek, Anderson, Marks, Elliot
                   & McHugh, Chartered
                   123 South Lake Street, 2nd Floor
                   P.O. Box 1049
                   Sandpoint ID 83864
                   Tel: 263-8517

                                    Total Assets    Total Debts
                                    ------------    -----------
Metropolitan Mortgage & Securities  $420,815,186    $415,252,120
Summit Securities Inc.              $151,480,138    $167,571,363

A. Metropolitan Mortgage's 25 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
US Bank Trust National Assoc  Indenture Trustee     $357,099,877
1420 5th Avenue, 7th fl
Seattle, WA 98101

Crithfield, Gary              Rabbi Trust- Excess     $1,030,826
162 S. Coeur D'Alene B 105    Deferral Plan
Spokane, WA 99204

Sellen Construction Co. Inc.  Debenture Holder        $1,013,627
Attn: CFO
P.O. Box 9970
Seattle, WA 98109-0970

Wockner, E. Irene             Debenture Holder          $776,110
21305 20th Ave SE
Bothell, WA 98021-8491

DeYoung, Arlen J and          Debenture Holder          $735,946
Eileen G De Young
8656 Vinup Rd
Lynden, WA 98264-9332

Holmes Family Trust           Debenture Holder          $730,955
Attn: Virginia D Holmes, TTEE
1212 E Christmas Tree Ln
Spokane, WA 99203-3302

Hansen, Gerald H.             Debenture Holder          $703,989
2685 Firenze
Sparks, NV 89434

O'Banion, Richard W.          Debenture Holder          $648,281
1915 N 18th Ave
Pasco, WA 99301-3416

Reid, Brian                   Rabbi Trust -Excess       $641,751
1657 Bruce Rd                 Deferral Plan
Hayden Lake, ID 83835

Brown, Robert R. and/or       Debenture Holder          $636,312
Sandra D. Brown
19347 SW Brookside Way
Bend, OR 97702

Ramm, Ronald R.               Debenture Holder          $594,462
P.O. Box 10
Otis Orchards, WA 99027-0010

Rankin Living Trust Dtd       Debenture Holder          $514,052
Jack L or June L Rankin TTEES
4409 E Greenbluff Rd

Hiemstra, Sybout and          Debenture Holder          $504,958
Petronella Hiemstra
3720 Lake Washington Blvd N
Renton, WA 98056-1506

Knoell, E Vern and            Debenture Holder          $475,275
Joanne F. Knoell
23417 N Whispering Pines Rd
Colbert, WA 99005-9766

Saccomanno, Mario J           Debenture Holder          $468,090
3317 E Bridgeport Ave
Spokane, WA 99217-6923

Camp, Maryette Y.             Debenture Holder          $464,669
9150 Occidental Rd Apt 6
Yakima, WA 98903-9691

Hazel D Holliday Residual     Debenture Holder          $453,470
Trust dated 11/16/93
509 E 4th Ave
Ritzville, WA 99169-1570

Meyers, Timothy L and         Debenture Holder          $444,311
Janel R Meyers
729 Greenwood Loop Rd
Kettle Falls, WA 99141-9579

Boardman, F Roger             Debenture Holder          $415,172
179 Arland Rd
Montesano, WA 98563-9624

Bland, Deryl E and            Debenture Holder          $413,631
Beryl M Bland
8426 Heimbinger Rd
Cashmere, WA 98815-9425

Richard & Lee Ann Tavis Fam   Debenture Holder          $410,808
Tr DTd 10/19/99
232 N Jefferson St
Moscow, ID 83843-2743

Kays, Ellen A                 Debenture Holder          $400,496
P.O. Box 876
Davenport, WA 99122-0876

Haase, Ella N                 Debenture Holder          $398,880
P.O. Box 476
Odessa, WA 99159

Yoder, Albion M               Debenture Holder          $395,418
3415 Mayhew Rd #13
Sacramento, CA 95827

Meske, Hugo                   Debenture Holder          $394,800
5102 E Ballard Rd
Colbert, WA 99005-9322

B. Summit Securities Inc.'s 25 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
US Bank Trust National Assoc  Indenture Trustee     $112,867,018
1420 5th Ave, 7th Fl
Seattle, WA 98101

Monroe, Buddie Lee and/or     Investment Certificate  $1,014,789
Orvetta E Monroe              Holder
26525 Cottonwood Creek Rd
Culdesac, ID 83524-6161

Ocwen Federal Bank FSB        Outside Servicer          $661,797
Attn: Secretary
The Forum, Ste 1002
1675 Palm Beach Lakes Blvd
West Palm Beach, FL 33401

Olesen, Thomas W.             Note Holder               $544,275
19203 N Holcomb Rd            Investment Certificate     $81,930
Mead, WA 99021-7725           Holder

RSP Omega Irrev Trust         Investment Certificate    $572,476
D Russell Walker, Trustee     Holder
P.O. Box 505
Patterson, CA 95363

IMS Strategic Income Fund     Investment Certificate    $557,166
8995 Se Otty Rd               Holder
Portland, OR 97266-7365

Hansen, Gerald H              Investment Certificate    $519,182
2685 Firenze                  Holder
Sparks, NV 89436-7469

Wockner, Betty L              Note Holder               $251,979
8919 160th St SE              Investment Certificate    $254,442
Snohomish, WA 98296-7013      Holder

Protec Reserve LLC            Investment Certificate    $491,838
D Russell Walker, Trustee     Holder
P.O. Box 505
Patterson, CA 95363

Carlson, B Leonard            Investment Certificate    $438,444
516 W Snoqualmie River Rd SE  Holder
Carnation, WA 98014-8000

Archer Family Trust           Note Holder               $322,533
Kenneth or Bassie Archers,    Investment Certificate    $110,374
Trustees                      Holder
44 Rancho Manor Dr
Reno, NV 89509-3956

Spyra, Theodore Frank         Investment Certificate    $411,369
8804 209th Pl SW              Holder
Edmonds, WA 98026-6912

William Pruys Declaration of  Investment Certificate    $372,272
Trust                         Holder
%Bosch, Kuhr, Dugdale, Martin
& Kaze
P.O. Box 7152
Havre, MY 59501-7152

Walker, D Russell             Investment Certificate    $346,454
P.O. Box 505
Patterson, CA 95363

Lueck, Glen E                 Note Holder                $40,317
and Lael J Lueck              Investment Certificate    $297,238
301 Laurmac Ln
Laurel, MT 59044-1718

Nordahl, Howard E             Investment Certificate    $311,612
472 Wheat Basin Rd            Holder
Molt, MT 59057-2233

Spielman, Barney              Investment Certificate    $303,885
5844 Clubhouse Dr             Holder
Fort Mohave, AZ 86426-6738

Alvin J & Caroline C          Note Holder               $302,375
Schoenhals Char Rem
UniTrust 10/29/96
909 S 15th E
Salt Lake City, UT 84105-1638

Lemire, Wilfred E             Investment Certificate    $299,032
P.O. Box 338
Hot Springs, MT 59845

Murray, Robert W              Investment Certificate    $288,115
4011 Daggett Dr               Holder
Granite Bay, CA 95746-6473

Dutson, Brent V               Note Holder               $151,188
P.O. Box 1554                 Investment Certificate    $136,009
Longview, WA 98632            Holder

Thomas M McCabe Trust         Investment Certificate    $272,246
106 Chestnut Ave FP
Glendive, MT 59330

Wilson, Jerome Carter         Investment Certificate    $267,502
58-C Bell Rapids Rd           Holder
Hagerman, ID 83332-6038

Conway Living Trust           Investment Certificate    $266,852
Dtd 4/10/95
4612 NE 24th Ave
Vancouver, WA 98663-2071

Clyde & Mildred Freeze Trust  Investment Certificate    $260,414
Dtd 5/20/97                   Holder
Joan Knight Trustee
3260 N 12th St Apt 324
Grand Junction, CO 81506-5436


MINORPLANET SYSTEMS: Commences Nasdaq Trading Under MNPLQ Symbol
----------------------------------------------------------------
Minorplanet Systems USA, Inc. (NASDAQ:MNPLQ), a leading provider
of telematics-based management solutions for commercial fleets,
announced that its common stock began trading under the symbol
MNPLQ at the opening of business Wednesday on the Nasdaq SmallCap
Market.

The addition of the "Q" to the symbol results from the company's
filing on Feb. 2, 2004, of a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code to restructure its
debt.

The company also received a letter from the Nasdaq Listing
Qualifications Staff dated Feb. 2, 2004, indicating that, as a
result of the bankruptcy filing in accordance with the Staff's
authority under Nasdaq Marketplace Rules 4330(a)(1) and 4300, the
company's securities will be delisted from The Nasdaq Stock Market
at the opening of business on Feb. 11, 2004, unless the company
requests a hearing in accordance with the Marketplace Rule 4800
Series. The company plans to request an oral hearing before the
Nasdaq Listing Qualifications Panel to appeal the Staff's decision
in accordance with Marketplace Rule 4800 Series.

The Staff indicated that its decision was based on the following
factors:

-- The company's voluntary bankruptcy filing and associated public
   concerns raised by it;

-- Concerns regarding the residual equity interest of the
   company's existing listed securities holders, and

-- Concerns about the company's ability to sustain compliance with
   all requirements for continued listing on The Nasdaq Stock
   Market.

The company's request for a hearing before the Panel will stay the
delisting action until the Panel reaches a final decision on the
company's appeal, but there can be no assurances that the Panel
will grant the company's request for continued listing.

If the company fails to maintain its listing on the Nasdaq Stock
Market, the company's securities will not be immediately eligible
to trade on the OTC Bulletin Board, since the company is the
subject of bankruptcy proceedings. Although the company's
securities would not be immediately eligible for quotation on the
OTC Bulleting Board, the company's securities may become eligible
to trade on the OTC Bulletin Board if a market maker submits an
application to register in and quote the company's securities in
accordance with SEC Rule 15c2-11, and such application is cleared.

Minorplanet Systems USA undertook the voluntary bankruptcy action
primarily to restructure $14.3 million in long-term debt. The
company will remain in possession of its properties and assets as
debtor-in-possession, and already has a commitment for $1.3
million of debtor-in-possession financing, subject to court
approval.

Minorplanet Systems USA, Inc. -- http://minorplanetusa.com/--  
markets, sells and supports Vehicle Management Information(TM)
(VMI(TM)), a state-of-the-art fleet management solution that
contributes to higher customer revenues and improved operator
efficiency. VMI combines the technologies of the global
positioning system and wireless vehicle telematics to monitor
vehicles, minute by minute, in real time. Based in Richardson,
Texas, the company also markets, sells and supports a customized,
GPS-based fleet management solution for large fleets like SBC
Communications, Inc., which has approximately 32,800 installed
vehicles now in operation.


MIRANT CORP: Wants Court to Clear Pepco Energy Settlement Pact
--------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure and Section 365 of the Bankruptcy Code, the Mirant Corp.
Debtors ask the Court to approve and authorize:

   (i) an Agreement and Release, dated December 24, 2003, with
       Pepco Energy Services, Inc.; and

  (ii) as part of the Settlement Agreement, the rejection of the
       GSA Confirmation, dated March 28, 2003, as amended and
       restated on May 6, 2003, between Pepco and Mirant
       Americas Energy Marketing LP.

On March 28, 2003, Pepco and MAEM entered into a Master Power
Purchase and Sale Agreement.  The Power Agreement established the
contract under which the GSA Confirmation was derived.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, recalls that on August 27, 2003, the Debtors assumed the
Power Agreement, exclusive of the GSA Confirmation.  Pepco and
the Debtors executed a counterparty assurance agreement that
excluded the GSA Confirmation from the Final Trading Order, but
acknowledged the disagreement between them regarding the status
of the GSA Confirmation.

Under the GSA Confirmation, MAEM agreed to sell and deliver
wholesale full-requirements power, at a fixed price per megawatt
hour, to over 120 General Services Administration accounts in
Maryland and Washington D.C. areas.  Pepco provided the
information relating to the Customer Accounts to MAEM.  Service
pursuant to the GSA Confirmation began at the meter read date in
April or May 2003 and was to expire on the last meter read date
in May 2004.

Pursuant to the GSA Confirmation, Ms. Campbell informs the Court
that Pepco is currently holding $4,000,000 as cash collateral to
secure the Debtors' obligations under the GSA Confirmation.

Ms. Campbell explains that MAEM originally entered into the GSA
Confirmation to mitigate the Debtors' exposure under the
Transition Power Agreements with Potomac Electric Power Company.  
However, since entering into the GSA Confirmation, the pricing
under the TPA Agreements has increased and the Court has approved
the assumption of the revised TPA Agreements with the more
favorable TPA Price.  Pursuant to the pricing in the GSA
Confirmation, the Debtors will receive $6,000,000 less during the
period of January 2004 to May 2004 than they would receive
pursuant to the TPA Price.

In analyzing the GSA Confirmation to determine the best course
with respect thereto, the Debtors ascertained that:

   (1) its assumption would not benefit the estate because the
       cost to service the GSA Confirmation postpetition is
       prohibitively high; and

   (2) outright rejection of the GSA Confirmation would also not
       benefit the estates because it would result in a
       significant prepetition claim against MAEM.

In lieu of the lesser alternatives and to maintain a positive
business relationship with Pepco going forward, the Debtors
entered into negotiations with Pepco.  The parties reached an
agreement on these terms:

   * The Debtors will reject the GSA Agreement;

   * The Debtors will provide electric supply for the Customer
     accounts at process provided for in the GSA Confirmation
     through December 31, 2003.  From January 1, 2004 through
     February 9, 2004, the Debtors will provide electric supply
     for the Customer Accounts at the TPA Price:

     (a) $32.60/MWh with respect to the Transition Product
         delivered to Customer Accounts in the State of
         Maryland; and

     (b) $35.70/MWh with respect to the Transition Product
         delivered to Customer Accounts in Washington, D.C.;

   * Pepco will coordinate the transition of the Customer
     Accounts to Potomac, the electric distribution company in
     which the Customer Accounts are located, in the most
     efficient and cost effective manner possible, to be
     completed no later than the conclusion of the Transition
     Period, with the limited exception of specified Customer
     Accounts that will remain with Pepco and for which the
     Debtors will have no obligation after the meter read dates
     for the two Customer Accounts;

   * Pepco's claims will be limited to these prepetition and
     rejection damages:

     -- the difference between the TPA Price applied during
        the Transition Period and the GSA Confirmation; plus

     -- $304,821 representing prepetition amounts due under
        the GSA Confirmation;

   * Pepco will also receive $1,150,000, representing its lost
     value from the GSA Transaction and costs that Pepco will
     incur as a result of the transition of the Customer
     Accounts to the EDC, not otherwise recoverable as rejection
     damages;

   * The Pepco Claim will be satisfied from the Cash Collateral
     after the expiration of the Transition Period.  Pepco will
     return the remainder of the Cash Collateral -- which the
     Debtors expect to be approximately $1,450,000 -- to the
     Debtors upon full satisfaction of the PES Claims;

   * The parties will mutually release of all claims and
     potential claims, including avoidance action claims arising
     under the Bankruptcy Code, relating to or arising from any
     proposed amendment, rejection, breach of, or default under
     the GSA Confirmation; and

   * Any amounts owing to Pepco as a result of the Debtors'
     failure to make any payment to PES related to a True-up or
     Debtors' failure to perform any obligation under the GSA
     Confirmation prior to the date of rejection or under the
     Settlement Agreement after the date of the Settlement
     Agreement will be allowed as an administrative claim under
     Section 503(b) of the Bankruptcy Code.

Ms. Campbell contends that the Settlement Agreement is warranted
because:

   (a) rejecting the GSA Transaction could result in a net value
       impact to Mirant of negative $12,100,000 while the
       Settlement Agreement minimizes the loss to $5,700,000,
       and facilitates maintaining a favorable relationship
       between Pepco and the Debtors going forward;

   (b) the proposed Settlement Agreement minimizes the loss in
       regard to the GSA Confirmation when compared to the
       alternatives of assumption or outright rejection;

   (c) litigating the rejection damage claim would be costly and
       time consuming;

   (d) maintaining a working relationship with Pepco will assist
       the Debtors in maximizing the value of its services in
       the future; and

   (e) since Pepco is holding a $4,000,000 Cash Collateral,
       under the Settlement Agreement, Mirant anticipates the
       return of the remaining $1,450,000 cash collateral to the
       Debtors' estates. (Mirant Bankruptcy News, Issue No. 22;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


MOODY'S CORP: Reports Improved Year-Over-Year 4th Quarter Results
-----------------------------------------------------------------
Moody's Corporation (NYSE: MCO) announced results for the fourth
quarter and full year 2003.

     Summary Results for Fourth Quarter and Full Year 2003

Moody's reported revenue of $350.7 million for the three months
ended December 31, 2003, an increase of 29% from $271.9 million in
the same period of 2002. Fourth quarter operating income of $176.1
million rose 37% from $129.0 million in the same period of 2002.
The favorable impact of currency translation, mainly due to the
strength of the Euro relative to the U.S. dollar, contributed
approximately 250 basis points of revenue growth and 150 basis
points of operating income growth. In addition, revenue for the
fourth quarter included approximately $8.5 million for adjustments
to accounts receivable reserves, of which approximately $5.5
million related to prior years as discussed below. Net income for
the fourth quarter of 2003 was $85.5 million, an increase of 22%
from $69.8 million in the prior year quarter. Diluted earnings per
share for the fourth quarter of 2003 were $0.56 compared with
$0.45 for the fourth quarter of 2002, an increase of 24%. Earnings
per share for the fourth quarter of 2003 included a $0.01 impact
related to the company's previously announced decision to begin
expensing stock options and other stock-based compensation plans
in 2003. In addition, fourth quarter earnings per share included a
charge of $0.11 for increases in tax reserves related to legacy
income tax exposures that were assumed by Moody's in connection
with its separation from Dun & Bradstreet in 2000, which are
described in Moody's annual and quarterly SEC filings.

For the full year 2003, Moody's revenue totaled $1,246.6 million,
an increase of 22% from $1,023.3 million for 2002. On a pro forma
basis, assuming that Moody's April 2002 acquisition of KMV had
occurred on January 1, 2002, revenue for 2002 would have been
$1,038.4 million and revenue growth in 2003 would have been 20%.
2003 operating income of $663.1 million was up 23% from $538.1
million for 2002. The favorable impact of currency translation
contributed approximately 200 basis points of revenue growth and
150 basis points of operating income growth. In addition, revenue
for the full year 2003 included $5.5 million for adjustments to
accounts receivable reserves related to prior years. Net income
for 2003 was $363.9 million, an increase of 26% from $288.9
million for 2002. Diluted earnings per share for 2003 were $2.39,
an increase of 31% from $1.83 for 2002. Earnings per share for
2003 included a $0.05 non-recurring gain on an insurance recovery
in the first quarter, $0.04 in expense related to stock options
and other stock-based compensation plans, and the $0.11 impact of
increased reserves for legacy tax matters referred to above.

In addition to its reported results, Moody's has included above
and elsewhere in this earnings release certain adjusted results
that the Securities and Exchange Commission defines as "non-GAAP
financial measures." Management believes that such non-GAAP
financial measures, when read in conjunction with the company's
reported results, can provide useful supplemental information for
investors analyzing period to period comparisons of the company's
growth. These non-GAAP financial measures relate to presenting
2002 revenue and 2003 revenue growth as if Moody's April 2002
acquisition of KMV had taken place on January 1, 2002, presenting
the effective tax rate for 2003 before the impact of the increase
in reserves for legacy tax matters referred to above, and
presenting 2003 results before the impact of adjustments to
accounts receivable reserves that related to prior periods. In
addition, the 2004 outlook presented below includes a discussion
of 2004 EPS growth excluding the impacts of the 2003 insurance
gain and legacy tax reserve increase, and before the impact of
expensing stock-based compensation in 2003 and 2004. Attached to
this earnings release is a table showing adjustments to Moody's
fourth quarter and 2003 results to arrive at non-GAAP financial
measures excluding the impacts of the insurance gain, the legacy
tax reserve increase, the expensing of stock-based compensation
and adjustments to accounts receivable reserves that related to
prior periods.

John Rutherfurd Jr., Chairman and Chief Executive Officer of
Moody's Corporation said, "Moody's generated record revenue and
earnings per share in 2003. Moody's produced excellent revenue and
profit growth despite our expectations early in the year that we
would encounter a difficult macroeconomic and capital markets
environment. We benefited from better-than-expected revenues in a
number of U.S. ratings sectors, including residential mortgage-
backed securities, home equity loan securitizations and the high
yield segment of the corporate bond market, from strong corporate
issuance in Europe in the second half of the year and from the
favorable impact of foreign currency translation. Our research
business produced outstanding results and Moody's KMV also
generated good growth. Looking ahead to 2004, we will continue a
number of strategic initiatives aimed at improving the quality of
our ratings, increasing our transparency, continuing our
geographic expansion, and generating revenue from new products. We
think these actions, taken together, will enable Moody's to
provide increased value to the markets and our investors."

                        Fourth Quarter 2003

Revenue at Moody's Investors Service for the fourth quarter of
2003 was $317.5 million, an increase of 31% from the prior year
period. Ratings revenue totaled $281.0 million in the fourth
quarter, an increase of 30% from $216.8 million in the fourth
quarter of 2002.

Within the ratings business, global structured finance revenue
totaled $135.8 million for the fourth quarter, rising 32% from the
prior year period. U.S. revenue grew over 30%, benefiting from
strength in asset-backed securities, residential and commercial
mortgage-backed securities and credit derivatives. International
structured finance also rose over 30% reflecting strength in
several sectors of the European market, including asset-backed
securities, residential mortgage-backed securities and credit
derivatives, and the favorable impact of foreign currency
translation.

Global corporate finance ratings revenue of $76.4 million in the
fourth quarter of 2003 was up 43% from $53.6 million in the same
quarter of 2002. U.S. revenue increased more than 25% principally
due to strength in the high yield bond market where issuers
continued to take advantage of low interest rates and narrow
spreads. European corporate finance ratings revenue rose over 75%
primarily as a result of robust issuance compared with relative
weakness in the prior year period.

Global financial institutions and sovereigns rating revenue was
$46.6 million for the quarter, more than 20% higher than in the
prior year period. U.S. revenue grew in the mid single-digit
percent range as issuance was flat compared to the prior year
period. European revenue increased more than 50% driven by a
strong increase in the volume of issuance.

Public finance revenue in the fourth quarter was $22.2 million, 1%
lower than in the same period of 2002. Higher borrowing costs led
to a year-over-year decline in refinancings. This was partially
offset by growth in "new money" issuance as municipalities
remained dependent on borrowing in light of weak tax receipts.

Global research revenue grew 43% to $36.5 million, reflecting
strong sales of new products to existing clients, new client
acquisitions and growth in licensing of Moody's information to
third party distributors. Internationally, research revenues also
benefited from favorable foreign currency translation rates.

Revenue at Moody's KMV totaled $33.2 million for the quarter, an
increase of 13%. This growth was the result of higher subscription
revenue related to quantitative credit risk assessment products
and growth in licensing and maintenance fees for commercial
lending decision-support software.

Moody's U.S. revenue of $216.7 million for the fourth quarter of
2003 was 24% higher than in the fourth quarter of 2002.
International revenue of $134.0 million increased 39% from the
prior year period. For the fourth quarter, international revenue
accounted for 38% of Moody's total compared with 36% for the
fourth quarter of 2002.

Revenue for the fourth quarter included approximately $8.5 million
from adjustments to accounts receivable reserves, of which
approximately $3.0 million related to prior quarters of 2003, $3.0
million related to 2002, and $2.5 million related to 2001.

Expenses for the fourth quarter of 2003 totaled $174.6 million,
22% higher than in the prior year period. The quarter's expenses
included $2.8 million related to stock-based compensation plans
whereas no such expense was recorded in the prior year period. In
each of the fourth quarter of 2002 and 2003, expenses included a
$6 million contribution to the Moody's Foundation, which carries
out philanthropic activities on behalf of Moody's Corporation.
Moody's operating margin for the fourth quarter of 2003 was 50.2%,
up from 47.4% in the fourth quarter of 2002.

                        Full Year 2003

Revenue at Moody's Investors Service for the full year 2003 was
$1,134.7 million, an increase of 20% from 2002. MIS ratings
revenue was $1,007.8 million in 2003, 19% higher than in 2002.
This growth was driven by strength in the structured finance,
corporate and financial institutions ratings businesses and also
included the favorable impact of currency translation. Global
research revenue was $126.9 million, 36% higher than in 2002.

For Moody's KMV, 2003 revenue was $111.9 million compared to $81.5
million for 2002. Assuming that Moody's had acquired KMV on
January 1, 2002, revenue for MKMV in 2002 would have been $96.6
million and year-over-year growth in 2003 would have been 16%.

For 2003, total Moody's U.S. revenue was $795.3 million, an
increase of 17% from the prior year. International revenue rose
32% in 2003 to $451.3 million. Assuming that Moody's had acquired
KMV on January 1, 2002, U.S. revenue growth for 2003 would have
been 16% and international growth would have been 29%.
International revenue rose to 36% of Moody's total revenue for the
full year 2003 compared with 33% in 2002.

Moody's revenue for the full year 2003 included $5.5 million from
adjustments to accounts receivable reserves, of which
approximately $3.0 million related to 2002 and $2.5 million
related to 2001.

                      Effective Tax Rate

Moody's effective tax rate for the fourth quarter of 2003 was
50.6%, up from 42.4% for the first nine months of the year and
44.1% in the fourth quarter of 2002. The fourth quarter tax rate
reflected an increase in reserves for legacy income tax exposures
that were assumed by Moody's in connection with its separation
from The Dun & Bradstreet Corporation in October, 2000. These
legacy tax matters are described in Moody's annual and quarterly
SEC filings. Excluding the impact of the reserve increase, Moody's
effective tax rate for the fourth quarter of 2003 would have been
41.2%. This is below the 42.4% tax rate for the first nine months
of the year primarily due to income attributable to jurisdictions
with lower tax rates than New York.

Moody's effective tax rate for the full year 2003 was 44.6%, up
from 44.2% in the prior year. Excluding the impact of the increase
in reserves for legacy tax matters, the 2003 effective tax rate
would have been 42.1%. The decline from 2002 reflects continued
operating growth in jurisdictions with lower tax rates than New
York and benefits from the establishment of a New York captive
insurance company during 2002.

                    Share Repurchase Program

During the fourth quarter of 2003, Moody's repurchased 1.0 million
shares at a total cost of $57 million, including 0.8 million
shares to offset the issuance of shares under employee stock
plans. Since becoming a public company in October 2000 and through
the end of 2003, the company has repurchased 23.0 million shares
at a total cost of $881 million, including 9.3 million shares to
offset shares issued under employee stock plans. Management
continues to anticipate completing the current $450 million share
repurchase program by mid-2004.

                      Outlook for 2004

Moody's outlook for 2004 is based on assumptions about many
macroeconomic and capital market factors, including interest
rates, consumer spending, corporate profitability and business
investment spending, and capital markets issuance activity. There
is an important degree of uncertainty surrounding these
assumptions and, if actual conditions differ from these
assumptions, Moody's results for the year may differ significantly
from the outlook presented in this press release.

We expect interest rates in the United States to rise during 2004,
with reduced refinancings of debt and continued weak demand for
financing to support business investment. As a result, we expect
to see lower issuance in the U.S. corporate bond market, both in
the investment grade sector and in the high yield sector, which
posted record issuance in 2003. Despite the issuance declines,
revenue from new products and growth in relationship-based revenue
should produce modest growth in both the U.S. corporate finance
and financial institutions sectors. We are continuing to introduce
our Enhanced Analysis Initiative, consisting of financial
reporting, off-balance sheet risk transference and corporate
governance assessment reports, and we plan to cover approximately
300 corporations and financial institutions in the U.S. by the end
of 2004.

We also expect good growth in consumer spending in 2004. As a
result, we expect that revenue from rating asset-backed
securitizations, together with moderate growth in the commercial
mortgage securitization and credit derivatives segments of the
business, will substantially offset an important decline in
revenue from rating residential mortgage-backed securities as the
very strong refinancing activity of the past two years declines.
In the public finance ratings business we expect approximately 20%
revenue decline in 2004, reflecting projected slowing of issuance
related to both refinancings and "new money" borrowings. We expect
continued strong growth in the research business.

Outside the U.S. we expect to see double-digit revenue growth in
the corporate and financial institutions ratings businesses. We
are also projecting strong year-over-year growth for structured
finance ratings revenue and in the research business, all
producing approximately 20% ratings and research international
revenue growth, including the effects of currency translation.
Finally, we expect high teens percent revenue growth globally at
Moody's KMV.

Moody's expenses for 2004 will likely reflect continued investment
spending on improving and increasing the transparency of our
ratings practices, technology initiatives and product development
and continued hiring to support growth areas of the business. We
will continue our investment in the Enhanced Analysis Initiative.
Moody's expects the operating margin to decline about 100 basis
points in 2004 from the level achieved in 2003, reflecting the
investments we are making and the faster growth of the lower
margin MKMV business.

Overall for 2004, Moody's expects that year-over-year revenue
growth will be in the mid to high single-digit percent range. With
the impact of a slightly lower effective tax rate and share
repurchases, we expect that diluted earnings per share will grow
in the high single-digit percent range. The expected earnings per
share growth is before considering the impacts of the 2003
insurance gain and the legacy tax reserve increase referred to
above, and before the impact of expensing stock-based compensation
in both years. The impact of stock-based compensation expense is
expected to be approximately $0.10 to $0.11 per share in 2004
compared with $0.04 in 2003. As previously discussed, Moody's
implemented the expensing of stock options and other stock-based
compensation on a prospective basis for options and other stock
awards granted on or after January 1, 2003. The expected increase
in related expense in 2004 reflects in part the phasing in of
expense over the current four-year stock plan vesting period as
new equity awards are granted.

Moody's Corporation (NYSE: MCO) is the parent company of Moody's
Investors Service, a leading provider of credit ratings, research
and analysis covering debt instruments and securities in the
global capital markets, and Moody's KMV, a credit risk management
technology firm serving the world's largest financial
institutions. The corporation reported revenue of $1,247 million
in 2003. Further information is available at www.moodys.com.

At September 30, 2003, Moody's Corporation's balance sheet shows a
total shareholders' equity deficit of about $90 million.


MORGADO WINE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Morgado Wine Importers & Distributors, Inc.
        27 A Wooley Avenue
        Long Branch, New Jersey 07740-6110

Bankruptcy Case No.: 04-13472

Type of Business: The Debtor is an importer & distributor of
                  wines from Portugal.

Chapter 11 Petition Date: February 4, 2004

Court: District of New Jersey (Trenton)

Debtors' Counsel: Eugene D. Roth, Esq.
                  Law Office of Eugene D. Roth
                  Valley Park East
                  2520 Highway 35, Suite 303
                  Manasquan, NJ 08736
                  Tel: 732-292-9288
                  Fax: 732-292-9303

Total Assets: $755,000

Total Debts:  $1,113,286

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Caves Messias Apartado        Supplier                  $154,975

Vinimport, Inc.               Promissory Note D          $80,000

State of NJ/Div of Taxation   ABT Taxes                  $70,004

Int. Fidelity Insurance Co.   Bond Claim                 $45,872

Roquevale Soc. Agricola       Supplier                   $33,342

Casa Agricola Margaride       Supplier                   $32,153

State of NJ/Div of Taxation   ABT Tax Penalty            $17,267

Cervesa Madeira Services      Supplier                   $16,595

Saraiva Ent.                  Supplier                   $10,648

American Express              Credit Card Purchases       $9,101

Alpha Int.                    Broker Services             $8,939

State of NJ/Div of Emp Accts  Unemployment Tax            $8,226

Talhao, SA                    Supplier                    $7,908

Mendonca & Suarex, LLC        Accounting Services         $5,988

Blue Cross/Blue Shield        Insurance Premiums          $5,652

Uruguay Imports               Supplier                    $4,225

Verizon                       Phone Bills                 $4,016

Verizon Wireless              Cellular Phone Bills        $3,373

Majestic Distilling Co.       Supplier                    $2,895

D'Andrea Wine Imports         Supplier                    $2,855


NATIONAL CENTURY: Balks at Network Pharmaceuticals' $8.5MM Claim
----------------------------------------------------------------
Joseph M. Witalec, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that 28 claims filed against the National
Century Financial Enterprises Debtors do not represent a valid
obligation of the Debtors or their estates.  Based on a review of
their books and records and their analysis of the underlying
liabilities, the Debtors determined that each Claim is improperly
asserted because:

   (a) the Claim already has been paid or otherwise satisfied; or

   (b) the Claim represents an alleged obligation that is not a
       valid liability of the Debtors or their estates or
       otherwise is not due and owing.

The 28 No Liability Claims are:

   Creditor                               Claim Amt.  Claim Amt.
   --------                               ----------  ----------
   Aqua Perfect of Central Ohio               28        $10,530
   Arkansas Dept. of Human Service            80         57,093
   Bryant Consulting Services, LLC            20        108,125
   Comprehensive Addiction Program, Inc.     693        279,862
   Emergystat, Inc.; Extended
    Emergency Medical Services, Inc.;
    MedExpress of Mississippi, LLC;
    Emergystat of Sulligent, Inc.            686       187,834
   First Sierra Financial, Inc.              698        50,187
   Freeman and Mills, Inc.                   120       105,698
   General Electric Capital Corporation      842         1,251
   Gentiua Health Services                   748       178,545
   Glen Cavallo                               35       580,000
   Holdridgee Mechanical, Inc.                65         1,500
   Jet Blast Aircraft Detailing               60           160
   Kinko's                                    36            90
   Koorsen Protection Services, Inc.           9           325
   Mayle, Diana K.                            10           650
   National Bank of Arizona                    7       304,859
   Network Pharmaceuticals                   314     8,500,000
   Osage Financial, Inc.                     356       379,350
   Premeaux, Mary                            840           936
   Premier Courier, Inc.                     109           636
   Pride Staff                               839         2,356
   Protection One                             95           160
   Quere, Nancy Renee                        135         2,430
   Raytheon Aircraft Company                 101         1,005
   Raytheon Aircraft Company                 102         4,722
   Raytheon Aircraft Company                 103         2,124
   Safeguard Business Systems                 34           435
   Silver Moves, Inc., NuMed
    Rehabilitation, Inc. and
    Parke Home Health Care, Inc.             701  unliquidated
   Silver Moves, Inc., Numed
    Rehabilitation, Inc. and
    Parke Home Health Care, Inc.             702  unliquidated
   Silver Moves, Inc. Numed
    Rehabilitation, Inc. and
    Parke Home Health Care, Inc.             703  unliquidated
   Tamara Lowe,
    Union County Treasurer                    44         3,159
   Verizon                                   123           633

A. Aqua Perfect of Central Ohio

    Aqua Perfect filed Claim No. 28, seeking payment for the
    lease of a water machine for $10,530.  This unit was returned
    and the Debtors only have one unit remaining with Aqua
    Perfect.  The liabilities with respect to the unit are
    covered by Claim No. 27.

B. Arkansas Department of Human Services

    The Arkansas Department of Human Services filed Claim No. 80
    for $57,093, representing taxes.  The taxes asserted are for
    quality assurance fees for Chenal RehaB & Healthcare Center,
    Dumas Nursing Center, Junction City Health & Rehabilitation
    and Piggot Nursing Center.  The proof of claim indicates that
    all of these facilities are owned by Centennial Healthcare in
    Atlanta, Georgia.  None of the Debtors has any connection to
    any of these entities.

C. Bryant Consulting Services, LLC

    Bryant filed Claim No. 20 for consulting services allegedly
    rendered to the Debtors from January 2002 to September 2002
    and for alleged damages resulting from lost business
    opportunities.  The Debtors terminated the services of Bryant
    at the end of its original contract.  On November 6, 2001,
    the Debtors settled all outstanding obligations with Bryant
    for $10,000.  As indicated in its claim, Bryant worked for
    Rebecca Parrett, and not the Debtors, from January 2002 to
    September 2002.  Bryant was not a party to a contract with
    any of the Debtors for the period in question.  Thus, Claim
    No. 20 should be disallowed.

D. Comprehensive Addiction Program, Inc. and Its Subsidiaries

    Comprehensive Addiction filed Claim No. 693 for $279,862 for
    payments allegedly due from their previous relationship with
    the Debtors as a provider.  A review of the Debtors' books
    and records shows that no debt is due or owing to
    Comprehensive.  

E. Emergystat, Inc.; Extended Emergency Medical Services, Inc.;
    MedExpress of Mississippi, LLC; Emergystat of Sulligent, Inc.

    Emergystat, et al. filed Claim No. 686 for $187,834 for
    payments allegedly due from their previous relationship with
    the Debtors as a provider.  A review of the Debtors' books
    and records shows that no debt is due or owing to Emergystat,
    et al.

F. First Sierra Financial, Inc.

    First Sierra filed Claim No. 698 for $50,187 for certain
    alleged unpaid amounts under equipment leases.  A review of
    the Debtors' books and records shows that no debt is due or
    owing to First Sierra, and First Sierra fails to attach any
    explanation of the claim amount.

G. Freeman and Mills, Inc.  

    Freeman and Mills filed Claim No. 120 for $105,698.  Pursuant
    to a settlement entered into with Allegiant Physician
    Services, Ins. and certain other parties, however, the
    liabilities asserted in Claim No. 120 have been paid in full.  
    Accordingly, Claim No. 120 should be disallowed.

H. General Electric Capital Corporation

    General Electric filed Claim No. 842 for $1,251 with respect
    to an alleged equipment lease with Allied Medical, Inc.  
    Allied was current on its lease payments as of the Allied
    Petition Date.  Any postpetition payments on the equipment
    lease were either the responsibility of Viles Medical Supply,
    Inc., which operated Allied pending the sale of substantially
    all of the assets of Allied, or AmMed, Inc., which ultimately
    purchased the assets of Allied and was assigned the lease.  
    Accordingly, the Debtors have no further liability under the
    lease at issue, and Claim No. 842 should be disallowed and
    expunged.

I. Gentiua Health Services

    Gentiua Health filed Claim No. 748 for $178,545 for payments
    allegedly due from its previous relationship with the Debtors
    as a provider.  The Debtors' books and records show that no
    debt is due or owing to Gentiua.  

J. Glen Cavallo

    Mr. Cavallo filed Claim No. 35, seeking payment under an
    alleged salary guarantee for $580,000.  After filing his
    claim, Mr. Cavallo resigned, which vitiated any right he may
    have had to any salary guarantee under his agreements with
    the Debtors.

K. Holdridge Mechanical, Inc.

    Holdridge filed Claim No. 65 for services performed for
    $1,500.  No supporting documents were provided for the Claim,
    and the Claim also asserts liabilities that are asserted in
    Claim No. 84, filed by Lincoln Construction.

L. Jet Blast Aircraft Detailing

    Jet Blast filed Claim No. 60 for $160 for certain alleged
    services performed.  The invoice in support of the claim,
    however, is payable by Executive Management in Cincinnati,
    Ohio, not the Debtors.

M. Kinko's

    Kinko's filed Claim No. 36, seeking payment for $90 for copy
    services performed in February 1998.  Payment for those
    services was made by the Debtors on March 5, 1998 by Check
    No. 21325.

N. Koorsen Protection Services, Inc.

    Koorsen filed Claim No. 9 for $325 for an inspection of the
    Debtors' sprinkler system.  The Claim is the obligation of
    the Muirfield Square Owners Association, not the Debtors.

O. Diana K. Mayle

    Ms. Mayle, a former employee of the Debtors, filed Claim No.
    10 for an alleged quarterly bonus for $650 for the period
    from July 11, 2002 to September 12, 2002.  The Debtors'
    prepetition quarterly bonus program was discretionary.  The
    Debtors, decided in the exercise of their discretion, to deny
    Ms. Mayle a bonus.

P. National Bank of Arizona

    The National Bank of Arizona filed Claim No. 7, seeking
    satisfaction of a mortgage loan on certain real property for
    $304,858.  Prior to the Petition Date, the Debtors were
    parties to a land sale contract under which the purchaser was
    making the payments on the mortgage loan as they came due.  
    The mortgage was paid in full, including interest due, by the
    purchaser on March 4, 2003.

Q. Network Pharmaceuticals

    Network Pharmaceuticals filed Claim No. 314 for $8,500,000
    based on a stipulated judgment in the Superior Court of
    California.  None of the Debtors, however, was a party to
    that action, and none of the Debtors has any liability based
    on the stipulated judgment.  Accordingly, Claim No. 314
    should be disallowed and expunged.

R. Osage Financial, Inc.

    Osage Financial filed Claim No. 356, seeking payment for
    $379,350 for a commission in respect of program fees arising
    from the Debtors' relationship with provider Doctors
    Community Healthcare Corporation.  The Debtors' books and
    records show that no program fees were earned for the period
    to which the claim relates, and therefore, no commission is
    due and owing to Osage Financial.  

S. Mary Premeaux

    Ms. Premeaux filed Claim No. 840 for $936 for wages, salary
    and commissions.  The Debtors' books and records show that no
    debt is due mid owing to Ms. Premeaux, and no supporting
    documentation was attached to the claim.

T. Premier Courier, Inc.

    Premier filed Claim No. 109, seeking payment for delivery
    services for $636.  No supporting documentation was attached
    to the claim, and no deliveries were made on behalf of the
    Debtors by Premier during the relevant time period.

U. Pride Staff

    Pride Staff filed Claim No. 839 for $2,356 for services
    allegedly performed.  Based on the Debtors' books and
    records, no debt is due or owing to Pride Staff, and no
    supporting documentation was attached to the Claim.

V. Protection One

    Protection One filed Claim No. 95 for $161 for goods
    allegedly sold.  The invoice submitted does not indicate the
    date of the sale, nor does it indicate the type of goods or
    services received by the Debtors.  The Debtors know of no
    outstanding obligations to Protection One.

W. Nancy Renee Quere

    Ms. Quere filed Claim No. 135, seeking payment for $2,430 for
    401(k) account proceeds arising from the termination of the
    Debtors' 401(k) plan.  The Debtors have no liability to Ms.
    Quere in respect of the plan termination.  Moreover, the
    401(k) plan administrator informed the Debtors that all
    payments arising from the termination of the 401(k) plan have
    been made.  Thus, Claim No. 135 should be disallowed and
    expunged.

X. Raytheon Aircraft Company

    Raytheon Aircraft filed Claim Nos. 101, 102 and 103 for
    $1,005, $4,722 and $2,124.  All three proofs of claim assert
    liabilities that, according to the Debtors' books and
    records, are invalid.  Accordingly, all three Raytheon Claims
    should be disallowed and expunged.

Y. Safeguard Business Systems

    Safeguard Business filed Claim No. 24 for goods sold to the
    Debtors after the Petition Date for $434.  This postpetition
    invoice was paid in full on January 6, 2003, by Check No.
    100141.

Z. Silver Moves, Inc., NuMed Rehabilitation, Inc. and Parke Home
    Health Care, Inc.  

    Silver Moves, NuMed and Parke Home Health filed Claim Nos.
    701, 702 and 703, each asserting claims in unliquidated
    amounts for payments allegedly due from their previous
    relationship with the Debtors as a provider.  A review of the
    Debtors' books and records shows that no debt is due or owing
    to the Claimants.

AA. Tamara Lowe, Union County Treasurer

    The Union County, Ohio Treasurer filed Claim No. 44 for real
    estate taxes allegedly owed on the Debtors' property at 8100
    Corporate Boulevard, Plain City, Ohio for $3,159, as of
    February 12, 2003.  The Plain City Property was sold by the
    Debtors to a third party on February 21, 2003, and the
    applicable real estate taxes were deducted and paid from the
    proceeds of the sale.

BB. Verizon

    Verizon filed Claim No. 123 for $633 for a contract
    cancellation fee for service in New York City.  Verizon
    asserts that the contract providing for the fee was signed by
    a consultant to the Debtors.  Verizon, however, failed to
    provide the Court or the Debtors a copy of the contract.  In
    addition, the consultant alleged to have signed the contract
    lacked the authority to bind any of the Debtors.  Thus, Claim
    No. 123 should be disallowed and expunged.

Pursuant to Section 101 of the Bankruptcy Code, a creditor holds
a claim against a bankruptcy estate only to the extent that it
has a "right to payment" for the asserted liability.  

Mr. Witalec asserts that the Claimants have no right to payment
-- and therefore no claim -- to the extent that the asserted
liability already has been paid or satisfied or otherwise is not
due and owing by a debtor.  

Accordingly, the Debtors ask the Court to disallow and expunge
the No Liability Claims in their entirety.  (National Century
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NEW CENTURY FINANCIAL: Annual Shareholders' Meeting Set for May 5
-----------------------------------------------------------------
New Century Financial Corporation (Nasdaq: NCEN) announced that
its 2004 Annual Meeting of Stockholders will be held on Wednesday,
May 5, 2004, at 9:00 a.m. pacific time, at the Company's corporate
offices located at 18400 Von Karman, Suite 1000, Irvine,
California  92612.  

The Company's Board of Directors has designated the close of
market on March 10, 2004 as the record date for the determination
of stockholders entitled to notice of and to vote at the annual
meeting.

New Century Financial Corporation (Nasdaq: NCEN) (S&P, BB- Long-
Term Counterparty Credit and B+ Convertible Senior Notes Ratings)
is one of the nation's largest specialty mortgage companies,
providing first and second mortgage products to borrowers
nationwide through its operating subsidiaries.  New Century is
committed to serving the communities in which it operates with
fair and responsible lending practices.  To find out more about
New Century, visit http://www.ncen.com/


NORTHWESTERN: Otter Tail Wants to Acquire South Dakota-Based Ops.
-----------------------------------------------------------------
Otter Tail Power Company, a division of Otter Tail Corporation
(Nasdaq: OTTR), will offer to purchase the South Dakota-based
utility operations of NorthWestern Corporation, which filed for
bankruptcy in September 2003. Otter Tail Power Company has
retained Merrill Lynch as its financial advisor to negotiate with
NorthWestern's unsecured creditors.

The South Dakota-based operations of NorthWestern provides
services to customers in South Dakota and Nebraska, and includes
part ownership of three power plants at sites in North Dakota,
South Dakota and Iowa. Otter Tail Power Company is a co-owner with
NorthWestern in the North Dakota and South Dakota plants. It also
operates both plants. Otter Tail Power Company currently serves an
approximate 6,000-square-mile territory in South Dakota adjacent
to NorthWestern's South Dakota distribution territory. The offer
will not include NorthWestern's Montana operations.

Otter Tail Power Company, headquartered in Fergus Falls, Minn.,
provides electricity and energy services to nearly a quarter
million people in Minnesota, North Dakota, and South Dakota. For
more information, visit the company's Web site at
http://www.otpco.com/  

Otter Tail Corporation is headquartered in Fergus Falls, Minn.,
and Fargo, N.D. It has interests in the electric utility, health
services, plastics, manufacturing, construction, transportation,
telecommunications, energy services and entertainment industries.
Otter Tail Corporation stock trades on The Nasdaq Stock Marketr
under the symbol OTTR. The latest investor and other corporate
information are available at http://www.ottertail.com/


OWENS-ILLINOIS: S&P Downgrades Corporate Credit Rating to BB-
-------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Owens-Illinois Inc. to 'BB-' from 'BB' reflecting the
company's announcement of additional asbestos reserve related
charges and a goodwill impairment; its sub par financial profile
relative to ratings expectations; and ongoing business challenges
that have delayed the expected progress in reducing Owens-
Illinois' sizable debt burden.

The outlook is negative. Toledo, Ohio-based Owens-Illinois had
outstanding debt of $5.4 billion at Dec. 31, 2003.

The rating action factors in Owens-Illinois' announced charge of
$450 million ($292.5 million after tax) to increase its reserve
for estimated future asbestos-related costs to $803.7 million as
of Dec 31, 2003. "The increase raises concern because the
liability suggests that Owens-Illinois' obligations relative to
asbestos may decline more slowly than previously expected. The
company also expects to conduct an annual review of its asbestos-
related liabilities and costs, which could necessitate further
increases in reserves," said credit analyst Liley Mehta.

Owens-Illinois expects that its asbestos-related cash payments in
2004 will be about 10% lower than 2003 payments and should
continue to decline thereafter. While the declining trend in cash
payments suggests that the asbestos issue is manageable, the
increased reserve is reflective of the still significant drain on
cash flows and overall obligations of the company in the long
term. Still, Standard & Poor's differentiates Owens-Illinois'
asbestos litigation from many other defendants, in that the
company exited the business several years earlier, and has a much
older claimant base (average age 77).

The company also recorded goodwill impairment charges of $720
million, mainly related to the consumer products division of the
plastic packaging segment. This disclosure, although a non-cash
charge, substantially erodes Owens-Illinois' equity base A--and
underscores the disappointing performance within the segment, and
aggressive multiples paid for past acquisitions. More important,
Standard & Poor's ratings were based on expectations that Owens-
Illinois would remain cash flow positive (after asbestos payments
and capital spending), and gradually delever the balance sheet.
However, with disappointing operating results in 2003, the company
likely will be free cash flow negative, and given continuing
pressures on the plastic segment--would likely only be free cash
flow neutral in 2004. As a result, the company is unlikely to have
the capacity to reduce debt to expected levels in the near term,
further delaying improvement to subpar credit measures.

The company recently announced that it is considering strategic
alternatives for its blow-molded plastic container operations,
which were considered to be a complement to the mature glass
container segment, and historically have offered relatively higher
growth prospects. Standard & Poor's views the plastics business as
a possible source of alternative liquidity, and proceeds from a
potential transaction are expected to be applied to accelerate
debt reduction. Still, the extent of improvement to the company's
financial profile, timing, and potential negative impact on the
company's business profile, remain uncertainties.


OWENS CORNING: Plans to Divest Its Vytec Vinyl Siding Operation
---------------------------------------------------------------
Owens Corning intends to divest its Vytec Vinyl Siding operation,
a division of the company's Siding Solutions Business. The unit
produces several lines of vinyl siding and accessories under the
Vytec brand.

Owens Corning remains committed to the Vinyl Siding business and
it will retain its Owens Corning Homeside and Norandex Reynolds
lines of vinyl siding and accessories.

"This decision to divest the Vytec operation was reached after a
strategic review of all of our Owens Corning vinyl siding assets,"
said Dan Dietzel, president of Owens Corning's Siding Solutions
Business. "This move will enable us to focus on growing Owens
Corning's Homeside and Norandex Reynolds vinyl siding brands and
product offerings. We believe that our customers will be best
served by focusing all of our energies on these brands," he added.

Vytec's manufacturing operations are located in London, Ontario,
employing approximately 233 employees. The company was founded in
1974, and was acquired by Owens Corning in 1997.

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


PAC-WEST TELECOMM: Will Publish Q4 and YE 2003 Results on Feb. 18
-----------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of broadband
communications services to service providers and business
customers in the western U.S., announced the date for its fourth
quarter and year-end 2003 earnings release and conference call.

Pac-West plans to announce its financial and operating results for
the fourth quarter and year-end 2003 on Wednesday, February 18,
2004, after market close. An investor conference call will be held
on Thursday, February 19, 2004, at 8:30 a.m. Pacific Time/11:30
a.m. Eastern Time. Investors are invited to participate by dialing
1-888-291-0829 or 706-679-7923. The call will be simultaneously
webcast on Pac-West's web site at http://www.pacwest.com/investor/  
An audio replay will be available through March 4, 2004, by
dialing 1-800-642-1687 or 706-645-9291 (passcode #4861253).

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 100 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up Internet
traffic in California. In addition to California, Pac-West has
operations in Nevada, Washington, Arizona, and Oregon. For more
information, visit Pac-West's Web site at http://www.pacwest.com/   

                           *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on the 13.5%
senior notes due 2009 was lowered to 'D' from 'C'.

S&P explained, "Given the company's significant dependence on
reciprocal compensation (the rates of which the company expects to
further decline in 2003) and its limited liquidity, Pac-West will
likely find the implementation of its business plan continue to be
challenging."


PC LANDING CORP: Secures Exclusivity Extension through May 31
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, PC Landing Corp., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until May 31, 2004, the exclusive right to file their
plan of reorganization and until August 2, 2004 to solicit
acceptances of that Plan.

PC Landing Corporation and its debtor-affiliates, own and operate
one of only two major trans-Pacific fiber optic cable systems with
available capacity linking Japan and the United States.  The
Debtor filed for chapter 11 protection on July 19, 2002 (Bankr.
Del. Case No. 02-12086). Laura Davis Jones, Esq., at Pachulski
Stang Ziehl Young & Jones represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, it listed an estimated assets of over $10 million
and estimated debts of more than $100 million.


PENN FINANCIAL: Bankruptcy Court Establishes Claims Bar Dates
-------------------------------------------------------------
On November 12, 2003, the Honorable Clarence C. Newcomer of the
U.S. District Court for the Eastern District of Pennsylvania
issued a decree affording protection to the customers of Penn
Financial Group, Inc., pursuant to the Securities Investor
Protection Act.

The petitioner, Securities Investor Protection Corporation was
appointed Trustee for the liquidation of the Debtor's business.
Drinker Biddle & Reath LLP is the Trustee's Counsel.

Creditor claims for protection against the Debtor under SIPA must
be received by the Trustee within six months after Jan. 22, 2004.
Persons who wish to avail themselves of the maximum protection
afforded to Customers under SIPA must file their claims within 60
days after Jan. 22, while claims by broker-dealers for the
completion of open contractual commitments must be filed within 30
days after the same date. Claims must be sent to:

        SIPC, as trustee for the Liquidation of Penn Financial
         Services, Inc.
        805 15th Street, N.W., Suite 800
        Washington, DC 20005-2215


PERKINELMER INC: Says Products Affected by FDA Action are Safe
--------------------------------------------------------------
PerkinElmer, Inc. (NYSE: PKI), a global leader in health sciences,
issued the following statement Wednesday.

PerkinElmer said that it had been working for some time with the
Food and Drug Administration regarding good manufacturing
practices at its Norton, Ohio facility and that it believes the
products affected by today's FDA action are safe.

PerkinElmer believes it has made significant progress in
addressing FDA concerns and intends to continue to work with the
FDA to ensure that its manufacturing practices for regulated
products are fully compliant with FDA regulations. PerkinElmer
intends to help its customers find alternative sources of supply
until it can resume shipment of its products.

The company also noted that 2003 sales of the affected products
were less than $10 million. The company said the action is not
expected to have a material financial impact. Additionally, the
company added that as part of its previously announced facility
rationalization, it has been in the process for approximately a
year of transferring the manufacture of the products made in the
Norton site to another location.

PerkinElmer, Inc. is a global technology leader focused in the
following businesses - Life and Analytical Sciences,
Optoelectronics and Fluid Sciences. Combining operational
excellence and technology expertise with an intimate understanding
of our customers' needs, PerkinElmer provides products and
services in health sciences and other advanced technology markets
that require innovation, precision and reliability. The Company
serves customers in more than 125 countries, and is a component of
the S&P 500 Index. Additional information is available through
http://www.perkinelmer.com/  

As previously reported, Fitch Ratings affirmed PerkinElmer, Inc.'s
'BB+' senior secured debt rating, 'BB+' bank loan rating, and
'BB-' senior subordinated debt rating. The ratings apply to
approximately $570 million in senior secured and senior
subordinated debt. The Rating Outlook is Stable.


PG&E NATIONAL: Court Clears Cash Management System Modification
---------------------------------------------------------------
The U.S. Bankruptcy Court authorizes the PG&E National Energy
Group Debtors to continue the customary intercompany accounting
and cash management procedures in the ordinary course of their
businesses, pursuant to the NEG Debtors and the U.S. Trustee's
agreed upon modifications to the Cash Management System.

Judge Mannes orders that:

   (a) The NEG Debtors are prohibited from transferring funds to
       non-debtor affiliates outside the ordinary course of
       business unless authorized by the Bankruptcy Court;

   (b) Any claim of any Debtor or any Debtor-affiliate against a
       Debtor arising from a payment made on behalf of a Debtor,
       any cash transfer made to a Debtor or any transaction with
       a Debtor, occurring after the Petition Date, will be
       granted an administrative expense priority status pursuant
       to Sections 503(b)(1) and 507(a)(1) of the Bankruptcy
       Code, provided, that the administrative expense priority
       status will not apply to any transfer that constitutes a
       payment in satisfaction of a debt obligation to a Debtor
       arising after the Petition Date;

   (c) The NEG Debtors are authorized to maintain the existing
       bank accounts during the pendency of the Chapter 11 cases,
       and pay all fees and satisfy all other related
       obligations;

   (d) The NEG Debtors are authorized to open or close bank
       accounts in their discretion as they deem necessary in
       maintaining the Cash Management System, or as required
       under further Court order, provided, that all operating
       bank accounts comply with the provisions of Section
       345(b);

   (e) Each bank at which the NEG Debtors have an account is
       authorized and directed to maintain and continue the
       existence of the account without interruption, provided
       that sufficient funds exist within the accounts to honor
       the checks;

   (f) Every bank at which the NEG Debtors maintain an account is
       authorized to continue to service and administer the
       accounts as debtor-in-possession without interruption and
       in the usual and ordinary course;

   (g) Every bank at which the NEG Debtors maintain an account is
       authorized to receive, process, honor and pay any and all
       checks and drafts drawn on, and electronic transfer
       requests made on the accounts on or after the Petition
       Date, provided, that except for those checks or drafts to
       be honored and paid under any Court order, no checks or
       drafts issued on the accounts before the Petition Date but
       presented for payment after the Petition Date will be
       honored or paid;

   (h) The NEG Debtors are authorized to make disbursements from
       their accounts other than by check, to the extent
       consistent with the NEG Debtors' existing cash management
       practices, notwithstanding any contrary provisions of the
       U.S. Trustee Guidelines, provided, that the NEG Debtors
       provide sufficient description of the payor, payee, and
       specific purpose of each non-check transaction in its
       Monthly Operating Reports;

   (i) The NEG Debtors are authorized to invest funds
       notwithstanding the requirements of Section 345(b) in
       "Institutionalized Money Market Funds" that:

         (i) conform with Rule 2a-7 of the Investment Company Act
             of 1940, which includes being in compliance
             regarding the use of derivative securities;

        (ii) have a $1,000,000,000 minimum total fund assets --
             $500,000,000 for tax-exempt funds;

       (iii) are rated AAA or to be in operation for at least two
             years; and

        (iv) are limited -- except for U.S. Government funds that
             are AAA rated -- to $100,000,000 or 10% of the
             investment portfolio at the time of investment, per
             fund, whichever is greater; and

   (j) The NEG Debtors will inform each of the banks that
       maintain their accounts of the Bankruptcy Court's Order.
       (PG&E National Bankruptcy News, Issue No. 14; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)    


PLAYTEX PRODUCTS: Prices $460MM 8% Senior Secured Debt Offering
---------------------------------------------------------------
Playtex Products, Inc. (NYSE: PYX) priced an offering of $460
million of 8% senior secured notes due 2011 in a Rule 144A
offering. In connection with the sale of senior secured notes,
Playtex also intends to enter into a new senior secured credit
facility in an aggregate amount of approximately $150 million.

Playtex intends to use the proceeds from the offering of the
senior secured notes and the borrowings under its new credit
facility to repay and/or terminate commitments under its existing
credit facility, to terminate its existing accounts receivables
facility, to pay transaction fees and expenses and for general
corporate purposes. The sale of senior secured notes and the other
refinancing transactions are expected to close on February 19,
2004.

The Company estimates that interest expense will increase in 2004
to reflect the pricing of these senior secured notes by
approximately $.03 per share versus the previously issued
guidance. Earnings per share including this additional interest
are expected to be in the $.27 to $.30 range for the full year
2004.

The securities to be offered will not be registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act.

Playtex Products, Inc. (S&P, B+ Long-Term Corporate Credit and
Senior Unsecured Bank Loan Ratings, Developing) is a leading
manufacturer and distributor of a diversified portfolio of
personal care and consumer products, including Playtex infant
feeding products, Wet Ones, Baby Magic, Diaper Genie, Mr. Bubble,
Playtex tampons, Banana Boat, Woolite rug and upholstery cleaning
products, Playtex gloves, Binaca and Ogilvie.


POLYONE CORP: Fourth-Quarter 2003 Net Loss Tops $183 Million
------------------------------------------------------------
PolyOne Corporation (NYSE: POL), a leading global polymer services
company, reported sales from continuing operations of $474.0
million for the quarter ended December 31, 2003, an increase of
$28 million, or 6 percent, over the fourth quarter of 2002.  

PolyOne also posted an operating loss from continuing operations
of $7.9 million in the fourth quarter of 2003 compared with an
operating loss from continuing operations of $17.3 million in the
fourth quarter of 2002.

                   Discussion of Results

PolyOne reported a fourth-quarter 2003 net loss of $182.6 million,
or $2.00 per share, compared with a fourth-quarter 2002 net loss
of $17.5 million, or  $0.19 per share.  The 2003 fourth quarter
net loss included no U.S. income tax benefit on domestic operating
losses.  PolyOne also reported a fourth-quarter 2003 loss before
special items of $6.7 million, or $0.07 per share, compared with a
fourth-quarter 2002 net loss before special items of $14.4
million, or $0.16 per share.  The 2003 net loss per share before
special items is within the range of Wall Street estimates found
on Thomson Financial's First Call.

"Our lower cost structure and an increase in customer demand
compared with last year's fourth quarter were the key factors in
our improved operational financial performance," said Thomas A.
Waltermire, PolyOne president and chief executive officer.  "While
we will continue to reduce our cost structure, we are focused on
improving our market positions to better leverage the benefits
of a strengthening U.S. economy.  We are encouraged by the
comparatively and sequentially stronger daily shipment rates
experienced throughout the quarter."

The 2003 fourth quarter net loss of $182.6 million included
special items before taxes of $169.5 million.  The special charges
relate largely to (a) personnel reductions; (b) the previously
announced closing of the Burlington, New Jersey, Wynne, Arkansas,
and DeForest, Wisconsin, plants; and (c) a pre-tax non-cash charge
of $130.5 million associated with discontinued operations,
which PolyOne announced on January 15, 2004, based on currently
projected net proceeds from the disposition of three non-core
business operations: Elastomers and Performance Additives,
Specialty Resins and Engineered Films. The charge represents an
estimated impairment in the net assets of the discontinued
operations held for sale.

For full-year 2003, PolyOne had sales from continuing operations
of $1.965 billion, an improvement of nearly 4 percent compared
with 2002 sales from continuing operations of $1.892 billion.  The
operating loss in 2003 was $4.0 million compared with operating
income of $5.0 million in 2002.  Before special items, however,
operating income improved to $43.8 million in 2003 from $18.4
million in 2002.

           Fourth-Quarter 2003 Business Highlights

Working capital management: PolyOne reduced total accounts
receivable and inventories by approximately $69 million.  Accounts
payable declined by $32 million.

Plans for debt reduction: In October, PolyOne identified three
non-core operating units for divestment as part of its plan to
reduce debt by $200 million to $300 million.  PolyOne intends to
use a substantial portion of the anticipated proceeds from the
planned sale of these units to reduce debt and strengthen its
balance sheet.  The Company expects to complete all three
dispositions in 2004.  The non-core units employ approximately
2,270 people and had 2003 sales totaling $571.0 million.

Overhead cost reductions: During the fourth quarter, management
implemented a number of programs to improve the performance of the
North American operations.  As part of ongoing efforts to reduce
PolyOne's selling and administrative cost to less than 10 percent
of sales, approximately 200 positions were eliminated in a number
of business operations and functional support departments during
the quarter.  Approximately 630 positions were eliminated in 2003.

Restructuring actions: During the fourth quarter, PolyOne
announced that it will close the Burlington, New Jersey,
manufacturing plant in the first quarter of 2004.  PolyOne
projects that this restructuring action will yield an annualized
pre-tax earnings improvement of $5.5 million.  The Company
anticipates total restructuring expense of approximately $15.5
million, of which approximately $7 million will be non-cash and
related to asset write-offs.  The fourth-quarter 2003
restructuring expense (included in special items) was $11.5
million.

PolyOne also announced that it will close the DeForest, Wisconsin,
and Wynne, Arkansas, manufacturing plants in early 2004.  PolyOne
projects that this restructuring action will yield an annualized
pre-tax earnings improvement of $7.5 million.  Total restructuring
expense will approximate $12.5 million, of which approximately
$5.0 million will be non-cash and related to asset write-offs.  
The fourth-quarter 2003 restructuring expense (included in special
items) was $7.7 million.

ResinDirect acquisition: In January 2004, PolyOne announced that
it had acquired the North American distribution business of
ResinDirect LLC, a wholly owned subsidiary of Louis Dreyfus Energy
Services L.P.  In North America, ResinDirect distributes
approximately 60 million pounds of commodity plastic resins
annually.  ResinDirect's North American distribution business is
being integrated into PolyOne's Distribution business segment,
which had sales of $529 million in 2003.

Tekno Polimer acquisition: In January 2004, PolyOne acquired the
remaining 13 percent of its Turkish compounding operation, Tekno
Polimer.  Tekno Polimer is part of PolyOne's European Engineered
Materials business.  The compounder has provided successful PET
recycling technology and has become the Center of Excellence for
recycled products in PolyOne's International Engineered Materials
business.  Tekno Polimer sales were approximately $20 million in
2003.

           Business Segment Performance Highlights

Performance Plastics: Fourth-quarter 2003 sales totaled $372.9
million, an increase of $29.6 million, or 9 percent, versus the
fourth quarter of 2002. Shipment volume in the fourth quarter of
2003 improved 5 percent compared with prior-year results.  Sales
benefited from favorable foreign currency exchange rates and the
Transcolor acquisition in December 2002.  With the exception of
the Formulators product group, each operating unit in Performance
Plastics had improved shipment volumes.  Contributing to the
Formulators' volume decline were a key customer that lost share in
its end market and the contribution to the BayOne equity joint
venture of the former urethanes product line, for which PolyOne no
longer separately reports sales.

Distribution:  Fourth-quarter 2003 Distribution shipment volumes
reflected the overall improvement in the North American
manufacturing economy.  Shipment volumes in the United States and
Canada improved 6 percent compared with fourth-quarter 2002 and 4
percent compared with third-quarter 2003.  Due to PolyOne's exit
of portions of the Distribution operations in Mexico, overall
segment volumes were up 1 percent and 3 percent compared with the
same periods.

Resin and Intermediates: Equity income from joint ventures, net of
allocated overhead support cost and costs associated with past
operations, was $5.0 million in the fourth quarter of 2003, $1.3
million more than in fourth-quarter 2002.  PolyOne's share of
equity earnings increased $1.6 million from Oxy Vinyls, LP and
$0.4 million from SunBelt Chlor-Alkali in the fourth quarter of
2003 compared with the same quarter in 2002.  PolyOne's share of
equity earnings from SunBelt and OxyVinyls decreased $1.6 million
compared with the third quarter of 2003, due principally to higher
feedstock costs and lower resin and chlor-alkali selling prices.

             First-Quarter 2004 Business Outlook

Customer demand, which strengthened in September after a weak July
and August, continued strong through early December.  After a
normal seasonal year-end slowdown, demand in January 2004 returned
to September/October 2003 levels for most business units and
geographic regions.  While sales demand in February and March is
difficult to predict, PolyOne estimates that if current trends
continue, first-quarter 2004 sales from continuing operations
would likely improve 5 percent to 8 percent over fourth-quarter
2003 levels and would exceed first-quarter 2003 levels.

Demand for polyvinyl chloride resin in the 2004 first quarter is
forecasted to be seasonally higher than in fourth-quarter 2003.  
Average industry PVC resin selling prices are projected to improve
from the 2003 fourth quarter because most producers have announced
$0.02-per-pound increases for both January and February.  
Consequently, PVC resin industry margins over raw materials are
projected to improve compared with the fourth quarter of 2003,
even though ethylene costs are expected to increase during the
first quarter. The higher PVC resin industry margins, however,
will be mostly offset by higher natural gas costs.  Chlor-alkali
prices are anticipated to be down in the 2004 first quarter
compared with the fourth quarter of 2003. Caustic demand is
expected to improve sequentially.

The combination of these factors results in a projected decrease
in operating income for PolyOne's Resin and Intermediates segment
of $2 million to $4 million in the first quarter of 2004 compared
with the fourth quarter of 2003.

In addition, PolyOne's operating businesses (the Performance
Plastics and Distribution business segments) anticipate that
higher PVC resin prices and other natural gas-derived raw material
costs will likely affect operating income negatively by $4 million
to $6 million and offset a portion of the benefit from higher
sales compared with the fourth quarter 2003.

Restructuring expense in the first quarter of 2004 is projected at
approximately $11.5 million before taxes for actions initiated to
date, with approximately $5 million for continuing operations and
$6.5 million for discontinued operations.  The Company does not
expect to recognize a U.S. income tax benefit on its loss in the
first quarter.

Taking all these factors into consideration, PolyOne's first-
quarter 2004 performance should improve over first-quarter 2003
results.  The Company anticipates a net loss between $0.09 and
$0.17 per share, which includes a foreign income tax expense of $4
million to $4.5 million, no tax benefit on U.S. domestic losses
and the $11.5 million restructuring expense.  Before restructuring
and after adjusting to reflect a tax benefit on domestic operating
losses, PolyOne expects a small profit in the first quarter,
driven by internal cost reduction actions and improved demand,
versus a first-quarter loss in 2003.

"Economic indicators suggest that the customer demand we saw in
the fourth quarter should continue to improve in the first
quarter, particularly in North America," said Waltermire.  "Like
our customers, we remain cautiously optimistic.  We are confident
that we have a solid strategy to improve performance.  Our actions
remain focused on lowering our cost structure, reducing debt
through asset sales, reducing working capital and strengthening
our market positions."

                  Supplemental Information

The Company publishes more details of its performance as well as
information on key drivers of its operating results.  This
information will be posted today on its Web site at
http://www.polyone.com/in the corporate investor relations  
section under the listing "Supplements."  

PolyOne Corporation (Fitch, B Senior Unsecured Debt and BB- Senior
Secured Debt Ratings, Negative) with 2002 revenues of $2.5
billion, is an international polymer services company with
operations in thermoplastic compounds, specialty resins, specialty
polymer formulations, engineered films, color and additive
systems, elastomer compounding and thermoplastic resin
distribution.  Headquartered in Cleveland, Ohio, PolyOne has
employees at manufacturing sites in North America, Europe, Asia
and Australia, and joint ventures in North America, South America,
Europe and Asia.  Information on the Company's products and
services can be found at http://www.polyone.com/    


REPTRON ELECTRONICS: Plan of Reorganization Declared Effective
--------------------------------------------------------------
Reptron Electronics, Inc. (OTC Bulletin Board: REPT), an
electronics manufacturing services company, announced that its
Plan for Reorganization previously confirmed by the Bankruptcy
Court has now become effective.

The terms and conditions outlined in the Plan have now been
completed and the Company has emerged from bankruptcy protection.
The company has also entered into a new $25 million secured credit
facility with Congress Financial pursuant to the terms of the
Plan. This line of credit will be used to fund the Company's
operations and obligations as outlined in the Plan.

"Today is an important and exciting day for Reptron Electronics.
The completion of our reorganization is the last significant piece
of our strategy to position the Company for future success,"
stated Paul J. Plante, Reptron's President and Chief Executive
Officer. Plante continued, "The reorganization, combined with the
previous sales of our distribution business and memory module
division, have eliminated unprofitable operations and helped us to
significantly reduce debt."

Plante concluded, "I want to thank our customers, suppliers,
employees and others for their support in enabling a smooth and
short reorganization process. With their continued support, we
believe that Reptron is well positioned for future growth."

Reptron Electronics, Inc. is an electronics manufacturing services
company providing engineering services, electronics manufacturing
services and display integration services. Reptron Manufacturing
Services offers full electronics manufacturing services including
complex circuit board assembly, complete supply chain services and
manufacturing engineering services to OEMs in a wide variety of
industries. Reptron Display and System Integration provides value-
added display design engineering and system integration services
to OEMs. For more information, please access
http://www.reprton.com/


RESMED INC: Fourth-Quarter 2003 Results Show Marked Improvement
---------------------------------------------------------------
ResMed Inc. (NYSE: RMD) announced record revenue and income
results for the quarter and six months ended December 31, 2003.  

Revenue for the quarter was $82.3 million, an increase of 26% over
the quarter ended December 31, 2002.  Income from operations and
net income for the December 31, 2003 quarter increased to $19.4
million and $14.2 million respectively, an increase of 21% and
36%. Earnings per share (on a diluted basis) for the quarter ended
December 31, 2003 were $0.40, an increase of 33%, compared to the
December 2002 quarter. Gross margin was 64%, consistent with the
December 2002 quarter.

Selling, general and administration costs for the quarter were
$25.8 million, an increase of $4.8 million over the same period in
fiscal 2003.  The increase in gross SG&A related primarily to an
increase in selling and administration personnel to meet expanding
opportunities in the sleep-disordered breathing market.  SG&A
expenditure as a percentage of revenue was 31% in the December
quarter, compared to 32% in the same period in fiscal 2003.

Research and development expenditure, at approximately 8% of
revenues, increased during the three months ended December 31,
2003 to $6.8 million from $4.8 million in the quarter ended
December 31, 2002.  The increase of 40% in R&D outlays reflects
ResMed's continuing commitment to clinical research and product
development, particularly in the evolving cardiovascular area, as
well as a stronger Australian dollar.  In constant currency terms,
research and development expenditure increased by 14% compared to
the December 2002 quarter.  We expect to continue to spend
approximately 8% of our revenues on R&D during the rest of the
fiscal year.

For the six months ended December 31, 2003 revenues were $155.2
million, an increase of 25% over the $123.9 million for the six
months ended December 31, 2002.  Net income for the six months was
$26.4 million or $0.75 per share, compared with net income of
$20.0 million or $0.58 per share for the same period in fiscal
2003.  Net income increased by 32% over the prior year period.

Inventory at $56.9 million, increased marginally compared to
September 2003 levels.  Accounts receivable days sales
outstanding, at 63 days, improved by 5 days, compared to the
December 2002 quarter.

During the quarter, we repurchased 460,441 shares of our common
stock at a cost of $18.6 million.  The stock repurchase represents
part of ResMed's ongoing capital management activities.

During the quarter, we made a further commitment to donate $0.5
million to the ResMed Foundation.  The foundation was established
to promote awareness of and research into the serious medical
consequences of untreated SDB.

Peter C. Farrell PhD, Chairman and Chief Executive Officer,
commented, "These record profit and revenue results for the
December quarter of fiscal 2004 reflect ResMed's continuing strong
sales and profit growth.  This represents ResMed's 35th
consecutive record quarter, in terms of quarter over quarter
revenue and net income growth, since the Company went public in
1995. Our operating cash flow for the December quarter was an
encouraging $13.4 million.  Domestic sales increased by 27% over
the December 2002 quarter to a record $41.1 million, reflecting
continued healthy domestic demand for our sleep-disordered
breathing products.  International sales increased by 25%, over
the December 2002 quarter to $41.2 million, reflecting encouraging
growth in major markets, as well as a stronger Euro."

Dr. Farrell further commented, "The sleep-disordered breathing
market remains a vibrant one.  Other medical specialties, in
addition to the traditional ones, are finally beginning to see the
need to address SDB/OSA in their patients.  The trend is
evolutionary rather than revolutionary but recognition of the need
for treatment is finally dawning, particularly in the
cardiovascular space."

Dr. Farrell added, "ResMed has, once again, been included in the
Forbes magazine 200 Best Small Companies in America for the 7th
consecutive year.  No other medical device company has been on the
list for so many consecutive years, and only three companies have
exceeded this time span.  We welcome this recognition and
attribute it to great teamwork.  Overall ranking is calculated by
giving weightings to growth in sales, earnings, and ROE for the
most recent 12 months and over the past 5 years."

ResMed (S&P, BB- Corporate Credit Rating, Stable Outlook) is a
leading developer, manufacturer, and marketer of medical equipment
for the diagnosis and treatment of sleep-disordered breathing.
Further information can be obtained by visiting the Company's Web
site at http://www.resmed.com/


RIVAL TECHNOLOGIES: Brings-In Dohan & Company as New Accountants
----------------------------------------------------------------
Grant Thorton has resigned and been replaced as principal
independent accountant of Rival Technologies Inc. on December 23,
2003.

The Company has engaged Dohan & Company as its principal
independent accountant effective December 23, 2003.The decision to
change principal independent accountants has been approved by the
Company's Board of Directors.

The Former Accountant's auditors' report dated March 28, 2003 on
the Company's consolidated balance sheets as at December 31, 2001
and December 31, 2002 and the related consolidated statements of
operations and deficit and cash flows for the years ended December
31, 2001 and December 31, 2002 contained a separate paragraph
stating that "the accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern. As discussed in Note 1 to the consolidated
financial statements, the Company has not established a source of
revenue, has a significant working capital deficiency, and is
dependent on its ability to raise substantial amounts of equity
funds. This raises substantial doubt about the Company's ability
to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty."

The Former Accountant conducted a review of Company's quarterly
results for the period ended March 31, 2003, but did not review
the Company's quarterly results for the periods ended June 30,
2003 and September 30, 2003, nor to the date of their resignation
on December 23, 2003. The quarterly results for the periods ended
June 30, 2003 and September 30, 2003 have now been reviewed by the
new auditor, Dohan and Company, who will also complete the year
end audit for the year ended December 31, 2003.


ROGERS COMMS: Reports Weaker Performance for Fourth-Quarter 2003
----------------------------------------------------------------
Rogers Communications Inc. announced its consolidated financial
and operating results for the fourth quarter and year ended
December 31, 2003.

Highlights of the fourth quarter of 2003 included the following:

    -  Operating revenue grew 13.3% for the quarter, with all
       three operating companies contributing year-over-year
       growth, including 11.4% growth at Cable, 18.8% growth at
       Wireless and 4.7% growth at Media.

    -  Consolidated quarterly operating profit grew 21.7% year-
       over-year, with all operating companies contributing
       double-digit year-over-year growth, with 13.1% growth at
       Cable, 35.5% growth at Wireless and 23.5% growth at Media.

    -  Growth in quarterly operating profit, combined with a 21.1%
       reduction in spending on property, plant and equipment
       and lower interest costs, resulted in a $164.0 million
       year-over-year improvement in quarterly operating profit
       cash flow.

    -  Cable had quarterly positive net basic subscriber additions
       of 8,600, growth in Internet subscribers of 35,400 and an
       increase in digital cable households of 43,200. During the
       fourth quarter, Cable also increased the download speed of
       its high-speed Internet service to 3Mbps, introduced the
       Company's first personal video recorder, launched 7 new
       high definition television channels and completed the
       rollout of its Rogers on Demand service in its Toronto
       market.

    -  Wireless postpaid voice and data subscriber net additions
       of 166,200, an increase of 30.4% compared to the fourth
       quarter of 2002, driven by the combination of increased
       gross activations and reduced churn levels. Average monthly
       postpaid wireless churn for the fourth quarter declined to
       1.99% while average monthly revenue per postpaid voice and
       data subscriber increased 2.4% to $57.77.

    -  Results at Media were generally strong across the group,
       highlighted by continued growth at Sportsnet, improved
       results at the Radio division reflecting the success of
       recent reformatting initiatives, solid cost control and
       productivity gains at the Publishing group and continued
       sales growth at The Shopping Channel. Rogers Media also
       announced a partnership with CTV, each with a 50% interest,
       in Dome Productions, which will accelerate the production
       and distribution of HDTV content in Canada.

    -  The Company recorded net income of $68.8 million in the
       quarter compared to net income of $698.2 million in the
       fourth quarter of 2002. This decrease primarily reflects a
       $904.3 million one time gain on disposition of the AT&T
       Canada Deposit receipts partially offset by the writedown
       of certain investments of $78.9 million, both of which
       occurred in 2002, while the fourth quarter of 2003
       reflected operating income growth of $49.6 million combined
       with the recognition of $54.5 million of additional foreign
       exchange gains, primarily resulting from the translation of
       the unhedged portion of U.S. dollar-denominated long-term
       debt as the Canadian dollar strengthened against the U.S.
       dollar.

    -  Early in 2004, Wireless will begin transitioning its
       branding to Rogers Wireless from Rogers AT&T Wireless,
       bringing greater clarity to the Rogers brand in Canada. As
       a result, the Company recorded a non-cash charge during the
       fourth quarter of 2003 of approximately $20.0 million to
       reflect the accelerated amortization of the associated
       brand licence costs.

    -  On January 20, 2004, Cable and Yahoo! Inc. announced a
       multi-year alliance to provide a powerful new broadband
       Internet experience. The alliance combines the unique
       advantages of one of the industry's pioneers in high-speed
       Internet access in North America with one of the world's
       most recognized global Internet brands.

    -  The Company declared a semi-annual dividend of $0.05 per
       share on each of its outstanding Class B Non-Voting shares,
       Class A Voting shares and Series E Preferred shares, which
       was paid on January 2, 2004 to shareholders of record on
       December 12, 2003.

"The objective we articulated for 2003 was to deliver double-digit
revenue and operating profit growth with a corresponding reduction
in capital expenditures, and driven by both operational
enhancements and a disciplined approach to our markets", said Ted
Rogers, President and CEO of Rogers Communications Inc. "Once
again, the teams across the Rogers Group of Companies delivered
against the financial commitments while also providing
unparalleled innovation, convenience and value for our customers.
We enter 2004 with solid momentum and with all of our business are
increasingly well-positioned for continued success".

The consolidated revenue increase of 13.3% compared to the fourth
quarter of 2002 was the result of all three operating segments
reporting healthy year-over-year growth. Cable revenue increased
11.4%, driven by growth in its Internet and digital cable
subscriber bases, as well as the impact of cable and Internet
price increases implemented during the past year. Wireless revenue
increased 18.8%, driven by a 15.2% increase in its postpaid
subscriber base and continued improvements in both ARPU and
customer churn. Revenue growth of 4.7% at Media was attributable
to solid growth at its Sportsnet regional sports television
network, the success of recent formatting initiatives at several
of its radio stations, and continued sales growth at The Shopping
Channel.

The 21.7% consolidated year-over-year quarterly operating profit
growth was driven by the 13.3% revenue growth combined with
expense control in all operating segments. On a segment basis,
operating profit increased at Cable by $20.4 million, or 13.1%, at
Wireless by $43.7 million, or 35.5%, and at Media by $8.1 million,
or 23.5%.

              Reconciliation to Net Income (Loss)

On a consolidated basis, the Company recorded a quarterly net
income of $68.8 million, compared to net income of $698.2 million
in the fourth quarter of 2002.

                Depreciation and Amortization

The increase in depreciation and amortization expense is directly
attributable to the increased PP&E asset levels, primarily at
Cable and Wireless, associated with PP&E investments over the past
several years and the resultant increased fixed asset levels.

During 2003, the Company announced that it would terminate its
brand licence agreement in early 2004 and change its brand name to
exclude the AT&T brand. Consequently, the Company accelerated the
amortization on the brand licence to reduce the carrying value to
nil.

                Interest on Long-Term Debt

The $16.1 million decrease in interest expense in the fourth
quarter of 2003, compared to the same period in 2002, is largely
attributable to lower debt levels at December 31, 2003, compared
to the previous year period. Long-term debt was $5.3 billion at
December 31, 2003, and has decreased from approximately $5.7
billion at December 31, 2002, due to debt repayments and the
effects of the continuing strengthening of the Canadian dollar and
the related foreign exchange translation impact on the unhedged
portion of the U.S. dollar-denominated long-term debt.

           Income (Losses) from Investments Accounted
                   for by the Equity Method

The Company records losses and income from investments that it
does not control, but over which it is able to exercise
significant influence, by the equity method. The equity loss for
the quarter was $17.0 million, consisting primarily of a loss at
the Toronto Blue Jays Baseball Club. On a cash basis, the Company
received $24.3 million from the Blue Jays related to the repayment
of notes payable. In total, the Company advanced $29.4 million of
cash to the Blue Jays during 2003. The Blue Jays are expected to
generate meaningfully lower operating losses in 2004 than in the
prior year reflecting efficiencies in its operations and the
benefit of the strengthened Canadian dollar. In 2004, cash funding
by the Company to the Blue Jays is expected to be approximately
$20-$25 million.

In January 2004, the Company concluded a September 2000 agreement
with Interbrew Breweries S.A. to purchase Interbrew's remaining
20% minority ownership in the Blue Jays. In 2000, Rogers had
purchased an 80% interest in the Blue Jays from Interbrew. Under
that agreement, Interbrew was granted the right to require Rogers
to purchase its 20% interest at any time after December 15, 2003
for US$28.0 million, plus accrued interest. This obligation was
recorded as a liability by Rogers at the time of the original
agreement with Interbrew. As the result of an April 2001 agreement
with Rogers Telecommunications Ltd., a company controlled by the
controlling shareholder of Rogers, RTL acquired effective voting
control of the Blue Jays. Rogers currently accounts for this
investment by the equity method and records 100% of the operating
losses of the Blue Jays. The agreement with RTL does not change as
a result of Rogers' purchase of Interbrew's 20% minority interest,
and accordingly Rogers' expects to continue to account for this
investment by the equity method.

                       Foreign Exchange

In the fourth quarter of 2003, the Canadian dollar continued to
strengthen against the U.S. dollar, giving rise to the $61.6
million foreign exchange gain related to both realized and
unrealized foreign exchange gains, the largest portion arising
from the translation of the unhedged portion of US dollar-
denominated debt.

              Gain on Sale of Other Investments

During the quarter, the Company disposed of shares that it held of
certain publicly traded companies, triggering a gain on disposal
of $5.0 million and providing cash proceeds of approximately $5.0
million.

                        Income Taxes

Income taxes in the fourth quarter include a current income tax
reduction of $8.7 million related to Federal Large Corporations
Tax and a $27.7 million future tax reduction.

                  Non-Controlling Interest

Non-controlling interest, representing 44.2% of Wireless' net
income, was $1.8 million for the quarter, compared to $17.1
million in the fourth quarter of 2002, reflecting the
corresponding net income (loss) levels at Wireless in the
respective periods.

The Company recorded a quarterly net income of $68.8 million, or
$0.24 per share, compared to a net income of $698.2 million, or
$3.22 per share, in the fourth quarter of 2002.

Distributions on Convertible Preferred Securities and accretions
on Preferred Securities, net of tax, of $13.3 million and $11.0
million in the fourth quarter of 2003 and 2002, respectively, had
the impact of decreasing basic Earnings per Share by $0.06 and
$0.05, respectively.

        Audited Consolidated 2003 Financial Statements

The Company intends to file, with securities regulators in Canada
and the U.S., its audited Consolidated Financial Statements and
Notes thereto for the year ended December 31, 2003 and
Management's Discussion and Analysis in respect of such annual
financial statements in the latter portion of February 2004.
Notification of such filing will be made by a press release by the
Company and such statements will be made available on the
Company's Website or upon request.

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) (S&P,
BB+ L-T Corporate Credit Rating, Negative) is Canada's national
communications company, which is engaged in cable television,
broadband Internet access and video retailing through Rogers Cable
Inc.; digital PCS, cellular, wireless data communications and
paging through Rogers Wireless Communications Inc.; and radio,
television broadcasting, televised shopping and publishing
businesses through Rogers Media Inc. For more information about
the Company and its products, visit http://www.rogers.com/


SLATER STEEL: Universal Stainless Submits Bid for Fort Wayne Plant
------------------------------------------------------------------
Universal Stainless & Alloy Products, Inc. (Nasdaq:USAP) submitted
a bid, in accordance with procedures approved by the U.S.
Bankruptcy Court, to purchase the assets of the idled Fort Wayne,
Indiana specialty steel bar facility of Slater Steels Corporation,
the U.S. subsidiary of Slater Steel Inc. (TSE:SSI), of
Mississsauga, Ontario, Canada.

The Company's bid of $3,190,000 has been submitted in order to
participate in the auction scheduled for February 11. Both Slater
Steel Inc. and Slater Steels Corporation filed for bankruptcy
protection in 2003. The Company noted that because of its strong
balance sheet, it has the flexibility to finance the proposed
acquisition with its own cash, through borrowings or through other
sources.

Mac McAninch, President and Chief Executive Officer of Universal
Stainless, commented: "Acquiring the Fort Wayne facility is a
strategic opportunity for our company. It would expand our
offering of specialty steel products, including round bar products
up to 8 inches in diameter. If our bid is successful, we plan to
use these assets in a manner consistent with our other
acquisitions and the operating philosophy of our company."

Universal Stainless & Alloy Products, Inc., headquartered in
Bridgeville, Pa., manufactures and markets a broad line of semi-
finished and finished specialty steels, including stainless steel,
tool steel and certain other alloyed steels. The Company's
products are sold to original equipment manufacturers, service
centers, forgers, rerollers and wire redrawers.


SLATER STEEL: Fort Wayne Asset Auction Set for February 11, 2004
----------------------------------------------------------------
Slater Steel Corporation d/b/a Fort Wayne Specialty Alloys is
soliciting offers for the purchase of substantially all of its
assets related to its facility in Fort Wayne, Indiana.

Slater Fort Wayne will hold an auction for the assets on
February 11, 2004, at 10:00 a.m. Central Time, at the offices of
the Debtors' Counsel, Jones Day, located at 77 West Wacker,
Chicago, Illinois 60601.

The Honorable Mary F. Walrath will convene a hearing to approve
the sale of the assets to the highest and best bidder on Feb. 13,
at 10:30 a.m. Eastern Time.

Slater Fort Wayne is an affiliate of Slater Steel U.S., Inc.
Slater Steel is a mini mill producer of specialty steel products.
The Company manufactures and markets bar and flat rolled stainless
steels, carbon and low alloy steel bar products, vacuum arc and
electro slag remelted steels, mold, tool and die steels and hollow
drill and solid mining steels. Slater Steel filed for Chapter 11
protection on June 2, 2003, (Bankr. Case No. Del. 03-11639).
Daniel J. DeFranceschi, Esq., and Paul Noble Heath, Esq., at
Richards Layton & Finger and Paul E. Harner, Esq., & Mark A. Cody,
Esq. at Jones Day represent the Debtors in their liquidating
efforts.           


SLATER STEEL: Union and Pinnacle Want Liquidation Slowed Down
-------------------------------------------------------------
The United Steelworkers, together with a group led by US-based
Pinnacle Steel, have jointly written to Slater Steel and its
advisers, asking them to extend the timeframe of the planned
liquidation of Hamilton Specialty Bar, a division of Slater Steel.

The request is so that the union and Pinnacle can work out
agreement on a plan to bring the specialty steel maker out of
bankruptcy protection and result in it continuing to operate as a
going concern.

Marie Kelly, Steelworkers' Ontario/Atlantic Assistant District
Director, said union representatives from the District and Local
4752 met with Pinnacle earlier this week.

"We had a good discussion," she said. "Pinnacle indicated its
desire to work with the union toward the purchase of Slater's
Hamilton plant. We understand that Pinnacle has already approached
the banks and, at this point, needs the banks' cooperation to
successfully conclude the process." Tony De Paulo, the
Steelworkers' Hamilton Area Coordinator, said being able to
explore the possibilities with Pinnacle is in the best interest of
the community.

"Hamilton is reeling with the news about Stelco's situation," said
De Paulo. "It's time for some good news for a change."


STAR ACQUISITION: Appel & Lucas Serving as Bankruptcy Attorneys
---------------------------------------------------------------
Star Acquisition III LLC wants to employ Appel & Lucas, PC as
Counsel. The Debtor tells the U.S. Bankruptcy Court for the
District of Colorado that it needs to employ Appel & Lucas to:

     a) advise the Debtor regarding its duties and obligations
        under the Bankruptcy Code;

     b) advise the Debtor regarding the preparation and filing
        of a Plan and Disclosure Statement and other matters in
        connection with its reorganization;

     c) negotiate with parties in interest in connection with
        the formulation of a Plan of Reorganization and other
        matters in connection with the case;

     d) assist, advise and represent the Debtor in connection
        with activities which the Debtor may pursue in
        connection with this case, including the prosecution and
        defense of any adversary proceedings or other
        litigation; and

     e) perform such other services for the Debtor as may be
        necessary or desirable in connection or related to the
        Debtor's Chapter 11 case.

Currently, Appel & Lucas bills at:

          attorneys            $250 to $275 per hour
          paralegal            $85 per hour

The current hourly rates for the professionals who may be expected
to work on this case are:

          Peter J. Lucas       $250 per hour
          Garry R. Appel       $275 per hour
          John M. Nunnally     $85 per hour

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.


STONE & WEBSTER: 3rd Amended Chapter 11 Plan is Now Effective
-------------------------------------------------------------
Stone & Webster, Incorporated (OTC: SWBIQ.PK) and Stone & Webster
Engineers and Constructors, Inc., announced that the companies'
Third Amended Joint Plan of Reorganization became effective on
January 27, 2004.

Stone & Webster equity holders as of the August 27, 2003 record
date who voted to accept the Plan and have continuously held their
shares through the effective date of the Plan will receive an
initial distribution of $.62 per share in cash. In order to
receive the initial distribution, eligible stockholders will need
to tender their shares and otherwise comply with the procedures
established by Stone & Webster. Instructions for tendering shares
will be distributed shortly.

Future distributions, if any, will be made if and when available
in accordance with the terms of the Plan. All holders of Stone &
Webster common stock as of the effective date of the Plan will be
entitled to receive these distributions, if made. Holders
tendering their shares to receive the initial distribution are
urged to retain evidence of ownership in order to receive any
future distributions. The companies cannot currently estimate the
amount or timing of any future distributions, nor can there be any
assurance that such distributions will be made.

The Plan of Reorganization, which was confirmed on January 16,
2004 by the United States Bankruptcy Court for the District of
Delaware, had the support of Federal Insurance Company and Maine
Yankee Atomic Power Company, the companies' two largest unsecured
creditors, as well as the Official Committee of Unsecured
Creditors and the Official Committee of Equity Holders. The Plan
provided for the creation of separate consolidated estates for
Stone & Webster, Incorporated and certain of its debtor
subsidiaries and Stone & Webster Engineers and Constructors, Inc.
and certain of its debtor subsidiaries, with each estate to be
separately funded and administered. The Plan of Reorganization was
approved overwhelmingly by creditors and other parties in
interest.

On the effective date of the Plan, Stone & Webster, Incorporated
and Stone & Webster Engineers and Constructors, Inc. were each
substantively consolidated with their respective debtor
subsidiaries, all of Stone & Webster's outstanding securities were
cancelled and Stone & Webster then emerged from bankruptcy under
the name "Reorganized SWINC, Inc."

Pursuant to terms of the Plan, trading in Stone & Webster,
Incorporated common stock ceased as of the close of business on
the January 16, 2004 confirmation date of the Plan and Stone &
Webster's stock transfer records were closed. There has been no
further authorized trading in Stone & Webster securities since
January 16, 2004 and Stone & Webster is not required to, and will
not, recognize any person acquiring Stone & Webster securities
after January 16, 2004 as the legal holder of such securities.

Interested parties are urged to read the Plan and the related
Disclosure Statement, copies of which have been filed with the
Bankruptcy Court and the Securities and Exchange Commission. More
information is available on the companies' Web site at
http://www.stonewebinc.com/


TIDEMARK PARTNERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tidemark Partners LLC
        dba Tidemark Lodge & Marina
        5325 Marina Drive
        Bradenton Beach, Florida 34217

Bankruptcy Case No.: 04-01153

Type of Business: The Debtor owns a full-service resort and hotel-
                  condominium-marina.

Chapter 11 Petition Date: January 21, 2004

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtor's Counsel: Stephen R. Leslie, Esq.
                  Stitchter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, #200
                  Tampa, FL 33602
                  Tel: 813-229-0144

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Louis Wolfson                              $200,000

Wilbur Boyd                                $100,000

Brenda Boyd May                             $68,000

Oertel, Hoffman, et al                      $60,436

Sam Evans                                   $56,500

Manatee County Tax Collector                $52,422

Greene & Schermer                           $42,950

D.L. Porter Constructors, Inc.              $35,644

Mike Carter Construction                    $30,944

Stewart Engineering                         $21,713

Eatman & Smith                              $17,870

Banks Engineering                           $14,128

Denise Wilkinson                            $12,771

Ed Barber & Associates                      $11,034

Trigg, Catlett & Associates                  $6,841

Lea Jackson Interior Design                  $5,895

Gary's Hauling                               $5,792

Barretts Quality Electric                    $5,777

Scovanner & Whittaker                        $5,356

Coastal Living                               $5,161


UNITED COMPANIES: Fitch Takes Rating Action on Various Contracts
----------------------------------------------------------------
Fitch Ratings has performed a review of the United Companies
Financial Corp., manufactured housing transactions.

Eleven classes were affirmed and 20 classes were downgraded. The
downgrades are a result of the poor performance of the underlying
collateral.

The loans were originated by United Companies Funding, Inc., which
was formed in 1995 and was a wholly owned manufactured housing
lending subsidiary of UCFC. In 1998, UCFI announced plans to close
down its manufactured housing business (located in Minneapolis)
and transfer the servicing of the remaining manufactured housing
loans from Minneapolis to Baton Rouge, where the company's home
equity loan servicing shop was located. On March 1, 1999 UCFC
filed for Chapter 11 bankruptcy protection and in December 2000,
the manufactured housing portfolio, servicing rights and residual
interests were acquired by EMC, a wholly owned subsidiary of the
Bear Stearns Companies Inc. Since 1998, Fitch has taken numerous
negative rating actions on the portfolio.

A focus of the acquisition by EMC was the servicing fee. The UCFC
transactions were originally structured to pay the servicer 50
basis points, which is generally acknowledged to be insufficient
to cover the costs of servicing a seasoned manufactured housing
portfolio. As part of the bankruptcy settlement, funds were made
available to compensate a servicer outside of the transactions'
waterfall to cover the cost of servicing the loans. The additional
funds, together with the 50 basis points from the waterfall,
combine to pay EMC 100 basis points. Fitch expects at some point
in the future the funds allocated by the bankruptcy settlement
will be exhausted. EMC expects that as their compensation from
outside of the waterfall is reduced, they will be able to increase
their compensation from the waterfall to maintain their 100 basis
point servicing fee. When Fitch valued the excess spread available
for credit enhancement in these transactions, a 100 basis point
senior servicing fee from within the waterfall was assumed.

In addition to the issue of the servicing fee, Fitch considered
the transaction's structure when taking rating action. Except for
1998-2 and 1998-3, the transactions pay interest and principal to
the senior class prior to paying interest to mezzanine and
subordinate classes. This structure has resulted in interest
shortfalls to many of the non-senior classes. When taking rating
action, Fitch assessed the likelihood of repayment of the interest
shortfalls with interest on the unpaid amount.

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

Series 1996-1:

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

Series 1996-2:

     -- Class A is affirmed at 'AAA'.

Series 1997-1:

     -- Class A-4 is affirmed at 'AAA';
     -- Class M is affirmed at 'B-'.

Series 1997-2:

     -- Class A-4 is affirmed at 'AAA';
     -- Class M is affirmed at 'B-';
     -- Class B-1 is downgraded to 'C' from 'CC'.

Series 1997-3:

     -- Classes A-3 and A-4 are downgraded to 'AA+' from 'AAA';
     -- Class M is downgraded to 'CCC' from 'BB-'.

Series 1997-4:

     -- Class A-3 is affirmed at 'AAA';
     -- Class A-4 is downgraded to 'AA' from 'AAA';
     -- Class M is downgraded to 'B-' from 'BBB-';
     -- Class B-1 is downgraded to 'C' from 'CC'.

Series 1998-1:

     -- Class A-3 is downgraded to 'AA' from 'AAA';
     -- Class M is affirmed at 'B-';
     -- Class B-1 is downgraded to 'C' from 'CC'.

Series 1998-2:

     -- Class A-2 is affirmed at 'AAA';
     -- Class A-3 is downgraded to 'AA' from 'AAA';
     -- Class A-4 is downgraded to 'AA-' from 'AAA';
     -- Class M-1 is downgraded to 'BB-' from 'A-';
     -- Class M-2 is downgraded to 'B-' from 'BBB-';
     -- Class B-1 is downgraded to 'C' from 'B-'.

Series 1998-3:

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


UNITED RENTALS: Will Host 4th-Quarter Conference Call on Feb. 25
----------------------------------------------------------------
United Rentals, Inc. (NYSE: URI), will hold a conference call to
discuss fourth quarter results and the 2004 outlook on Wednesday,
February 25, 2004, at 11:00 a.m. Eastern Time.

United Rentals, Inc. is the largest equipment rental company in
North America, with more than 750 locations in 47 states, seven
Canadian provinces and Mexico. The company serves 1.9 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 $3.5 billion.

This call is being webcast by CCBN and can be accessed at the
United Rentals Web site at http://www.unitedrentals.com/where it  
will also be archived.

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

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.


UNIVERSAL COMMS: Auditors Express Going Concern Uncertainty
-----------------------------------------------------------
On March 21, 2003, Universal Communications Systems Inc. acquired
exclusive worldwide rights to patents held by J.J. Reidy & Co.,
relating to water production/generation system. In connection with
this activity, two subsidiaries were formed, AirWater Corporation,
to produce and market the system and AirWater Patents Corporation,
to hold the Company's licensed patent rights.

The Company completed an agreement to purchase all of the stock of
Millennium Electric T.O.U. Ltd., an Israeli company, on September
29, 2003. Millenium specializes in development and installation of
solar power systems worldwide. In connection with the Millenium
acquisition, a new U. S. subsidiary, Solar One Corporation, was
formed to market solar power products and systems.

Universal Communications Systems is currently focusing its
operations on the design, manufacture and sale of water production
and generation systems along with solar power systems.

The Company will require short-term outside investment on a
continuing basis to finance its current operations and capital
expenditures. If it does not obtain short term financing it may
not be able to continue as a viable concern. The Company does not
have a bank line of credit and there can be no assurance that any
required or desired financing will be available through bank
borrowings, debt, or equity offerings, or otherwise, on acceptable
terms. If future financing requirements are satisfied through the
issuance of equity securities, investors may experience
significant dilution in the net book value per share of common
stock.

As of September 30, 2003 the Company's total working capital was
deficient in the amount of $1,390,556. This represents a $760,729
decrease over its September 30, 2002 deficiency of $2,151,285.
Until revenues commence from the sale of its AirWater equipment,
the Company will need to obtain funding from external sources to
finance its current operations. Management of the Company
anticipates revenues in the second quarter of fiscal year
September 30, 2004.

Since Universal Communications Systems began operations, it has
generated minor revenues and has incurred substantial expenditures
and operating losses. In view of this fact, its auditors have
stated in their report for the fiscal year ended September 30,
2003 and 2002 that there is substantial doubt about the Company's
ability to continue as a going concern, dependent upon its ability
to meet future financing requirements, and the success of its
future operations, the outcome of which cannot be determined at
this time. In order to finance its working capital requirements,
the Company has, and continues to negotiate equity investments
with several sophisticated investors, but there can be no
assurance that the Company will obtain this capital in the future,
or that it will be obtained on terms favorable to it. If the
Company does not obtain short term financing management indicates
that the Company may not be able to continue as a viable concern.
There is no bank line of credit and there can be no assurance that
any required or desired financing will be available through bank
borrowings, debt, or equity offerings, or otherwise, on acceptable
terms.  If future financing requirements are satisfied through the
issuance of equity securities, investors may experience
significant dilution in the net book value per share of common
stock.

On June 6, 2003, the Company defaulted on the January 6, 2003 12%
notes in the amount of $60,000, which came due on that date. The
holders of the Notes, who also hold a portion of the convertible
debentures, did not take action to foreclose on the Notes.  These
notes have been included in a proposed negotiated settlement
whereby the notes and the debentures will be converted into shares
of common stock at a fixed conversion price.

During the fiscal years ended September 30, 2003 and 2002, the
Company received equity investments and advances of $1,054,577 and
$383,291 respectively. These investments and advances were in the
form of issuance of its common stock in various private  
placements.


UNUMPROVIDENT CORP: Fourth-Quarter 2003 Results Sink into Red Ink
-----------------------------------------------------------------
UnumProvident Corporation (NYSE: UNM) reported a net loss of
$347.2 million ($1.18 per diluted common share) for the fourth
quarter of 2003, compared to net income of $102.2 million ($0.42
per diluted common share) for the fourth quarter of 2002.  

The loss from continuing operations before cumulative effect of
accounting principle change was $208.0 million ($0.71 per diluted
common share) for the fourth quarter of 2003, compared to income
of $98.7 million ($0.41 per diluted common share) for the fourth
quarter of 2002.

Included in the loss from continuing operations before cumulative
effect of accounting principle change is an after tax increase in
group income protection reserves of $286.0 million, or $440.0
million before tax.  In January 2004, the Company completed its
annual review of claim reserves to ensure that its claim reserves
make adequate and reasonable provision for future benefits and
expenses.  Approximately $300.0 million of the reserve
strengthening reflects implementation of a lower discount rate for
its group income protection claim reserves. The discount rate was
lowered to reflect the Company's expectation of future investment
portfolio yield rates and the Company's new discount rate
management approach of maintaining a wider spread between its
group income protection portfolio investment yield rate and its
average discount rate. The Company's new discount rate management
approach is intended to better reflect the current investment
environment and position the Company to be more responsive with
discount rates on new incurred claims as changes to the investment
environment emerge.  Approximately $140.0 million of the reserve
increase relates to a strengthening of the morbidity assumptions
to reflect the impact of the continuing jobless economic recovery
on claim incidence and severity. Claim incidence in the second
half of 2003 was 8.4 percent higher than the first half of the
year and 5.8 percent above the second half of 2002. Claim
incidence is expected to continue at an elevated level for several
quarters as the early indications of a recovering economy are not
yet reflected in improved consumer confidence or job creation.  
The reserve increase represents a 5.4 percent increase in total
net group income protection reserves as of December 31, 2003,
which were $8.2 billion prior to this increase.  This increase has
no impact on the statutory reserves, statutory surplus, or risk-
based capital of the Company.

Also included in the loss from continuing operations before
cumulative effect of accounting principle change are net realized
investment losses of $36.4 million before tax and $23.9 million
after tax in the fourth quarter of 2003 compared to $80.8 million
before tax and $52.6 million after tax in the fourth quarter of
2002.

In the fourth quarter of 2003, the Company entered into an
agreement to sell its Japanese operations and recognized an
impairment loss of $1.2 million before tax and $0.8 million after
tax on this held for sale asset.  The Company also recognized from
this transaction a tax benefit of $6.8 million, for a net after
tax gain of $6.0 million.  The transaction closed in January of
2004.  The Company has also announced the sale of a portion of its
Argentina operations, with an expected closing date of March 2004.  
The Argentina operations is accounted for as an asset held for
sale at December 31, 2003, and in conjunction with that
classification, the Company recognized an impairment loss of $13.5
million before tax and $11.3 million after tax.

Also during the fourth quarter of 2003, the Company entered into
an agreement to sell its Canadian branch and is expected to close
the transaction during the first half of 2004.  The Canadian
branch is accounted for as an asset held for sale at December 31,
2003 and also meets the accounting criteria for being reported as
a discontinued operation.  In conjunction with the classification
of the Canadian branch as an asset held for sale, the Company
tested the goodwill related to the Canadian branch for impairment
and determined that the balance of $190.9 million was impaired.  
The Company also recognized a loss of $9.3 million before tax and
$6.0 million after tax to write down the value of bonds in the
Canadian branch investment portfolio to market value.  These two
charges, $200.2 million before tax and $196.9 million after tax,
are included in the loss from discontinued operations.  In
addition, the Canadian branch reported net income from
discontinued operations of $17.8 million in the fourth quarter of
2003 ($27.4 million on a before-tax basis), compared to $3.5
million in the fourth quarter of 2002.

Effective October 1, 2003, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 133 Implementation
Issue B36 (DIG Issue B36), Embedded Derivatives: Modified
Coinsurance Arrangements and Debt Instruments That Incorporate
Credit Risk Exposure That Are Unrelated or Only Partially Related
to the Creditworthiness of the Obligor Under Those Instruments.
DIG Issue B36 addresses financial accounting and reporting for
embedded derivatives in modified coinsurance contracts that
incorporate credit risk exposure unrelated to the credit risk of
the counterparty to the reinsurance contract and requires the
bifurcation of any such derivative from the host reinsurance
contract. The adoption of DIG Issue B36 resulted in an increase as
of October 1, 2003 in fixed maturity securities of $61.3 million
to record the fair value of the embedded derivatives and a $39.9
million cumulative effect of accounting principle change, net of
$21.4 million in tax.

Thomas R. Watjen, UnumProvident's President and Chief Executive
Officer, stated, "Our fourth quarter reported results reflect our
continuing efforts to position UnumProvident to deliver better,
more consistent performance.  While we still have work to do, in
2003 we made great progress in strengthening our balance sheet and
focusing on businesses which should generate attractive long-term
returns.  Our operating performance in the quarter was generally
in line with our expectations, with the one exception being our
group income protection results which is an area of intense focus
within our Company.  The actions taken last year have resulted in
record levels of capital and surplus and position us to benefit
more quickly from an improving economy and an increase in interest
rates."

                     Results by Segment

Because the Canadian branch is now reported as discontinued
operations, its results are not included in the current and prior
period results in the segment information below.

The Income Protection segment reported an operating loss of $355.7
million in the fourth quarter of 2003, compared to operating
income of $147.3 million in the fourth quarter of 2002.

Within the segment, the group income protection line reported an
operating loss of $429.0 million in the fourth quarter of 2003
compared to operating income of $80.5 million in the prior year
fourth quarter.  Included in the operating loss was the reserve
strengthening of $440.0 million.  Excluding this reserve
strengthening, the lower earnings in the quarter relative to a
year ago are primarily the result of higher claim incidence and a
reduction in the discount rate used for 2003 claim incurrals in
the long-term income protection line of business, as well as lower
operating income in the Company's short-term income protection
line of business.  Relative to the third quarter of 2003, earnings
were lower due to lower overall net investment income and higher
operating expenses in the Company's United Kingdom and Japan
operations, as well as lower results for the group short-term
income protection line.  The Company's benefit ratio in the group
income protection line, excluding the reserve strengthening, was
92.9% in the fourth quarter of 2003 compared to 92.8% in the third
quarter of 2003, reflecting a reduction in the discount rate used
for fourth quarter 2003 claim incurrals which offset relatively
stable third quarter to fourth quarter of 2003 incidence and net
claim recovery trends.

Also within this segment, the individual income protection line of
business reported operating income of $53.5 million in the fourth
quarter of 2003, compared to operating income of $55.2 million in
the fourth quarter of 2002.  Claim trends in the individual income
protection line remained relatively stable in the fourth quarter
of 2003 with stable claim incidence trends and a higher level of
net claim recoveries.

In 2003, the Company began tracking separately the results of its
recently issued individual income protection business and its
closed block of individual income protection business.  Operating
income in the recently issued individual income protection
business totaled $31.3 million in the fourth quarter of 2003
compared to $36.8 million in the fourth quarter of 2002.  
Operating income in the closed block of individual income
protection business totaled $22.2 million in the fourth quarter of
2003 compared to $18.4 million in the fourth quarter of 2002.

Also within this segment, the long-term care line, which includes
the results of both the group and individual long-term care lines,
reported operating income of $15.6 million in the fourth quarter
of 2003, compared to $6.0 million in the fourth quarter of 2002.  
Finally, the disability services line of business reported
operating income of $4.2 million in the fourth quarter of 2003,
compared to $5.6 million in the fourth quarter of 2002.

Premium income for the Income Protection segment increased 4.7
percent to $1,244.6 million in the fourth quarter of 2003,
compared to $1,188.6 million in the fourth quarter of 2002.  
Within this segment, premium income for the group income
protection line increased 10.3 percent to $779.0 million in the
fourth quarter of 2003 from $706.3 million in the fourth quarter
of 2002. Premium income for the individual income protection line
declined 7.8 percent to $359.5 million in the fourth quarter of
2003 from $390.0 million in the fourth quarter of 2002.  Included
in the fourth quarter of 2003 results was a reinsurance
transaction completed during the fourth quarter with an effective
date of April 1, 2003, which reduced individual income protection
premium income by approximately $16.1 million in the fourth
quarter of 2003.  Finally within this segment, premium income for
the long-term care line increased 15.0 percent to $106.1 million
in the fourth quarter of 2003 from $92.3 million in the fourth
quarter of 2002.

New annualized sales (submitted date basis) for group long-term
income protection fully insured products declined 11.7 percent to
$153.0 million in the fourth quarter of 2003, from $173.2 million
in the fourth quarter of 2002. New annualized sales (submitted
date basis) for group short-term income protection fully insured
products increased 12.4 percent to $60.0 million in the fourth
quarter of 2003, from $53.4 million in the fourth quarter of 2002.
New annualized sales (paid for basis) for individual income
protection declined 11.8 percent to $36.5 million in the fourth
quarter of 2003 from $41.4 million in the fourth quarter of 2002.

Premium persistency in the Company's long-term income protection
block improved to 87.2 percent for 2003 compared to 86.5 percent
in 2002 and 84.5 percent in 2001.  Persistency also improved in
the Company's short-term income protection line of business to
84.5 percent for 2003 compared to 81.5 percent in 2002 and 82.0
percent in 2001.

The Life and Accident segment reported operating income of $72.6
million in the fourth quarter of 2003, compared to $86.0 million
in the fourth quarter of 2002.  The decline in results in this
segment relative to the year ago quarter was driven by lower
earnings in all three lines of business in this segment; group
life, accidental death & dismemberment, and voluntary life and
other.

Premium income in this segment increased 7.5 percent to $482.4
million in the fourth quarter of 2003, compared to $448.7 million
in the fourth quarter of 2002.  New annualized sales (submitted
date basis) in the group life line totaled $107.2 million in the
fourth quarter of 2003, compared to $144.0 million in the fourth
quarter of 2002.  New annualized sales in the accidental death and
dismemberment line of business totaled $11.4 million in the fourth
quarter of 2003, compared to $18.6 million in the year ago
quarter. New annualized sales in the brokerage voluntary life and
other lines totaled $14.2 million in the fourth quarter of 2003
compared to $13.5 million in the fourth quarter of 2002.

Premium persistency in the Company's group life line of business
declined slightly to 83.2 percent for 2003 compared to 83.9
percent in 2002 and 84.6 percent in 2001.

The Colonial segment reported operating income of $37.6 million in
the fourth quarter of 2003, compared to $36.2 million in the
fourth quarter of 2002.  Premium income for this segment increased
8.7 percent to $177.2 million in the fourth quarter of 2003,
compared to $163.0 million in the fourth quarter of 2002.  New
annualized sales in this segment increased 16.9 percent to $98.2
million in the fourth quarter of 2003, from $84.0 million in the
fourth quarter of 2002.

The Other segment, which includes results from products no longer
actively marketed, reported operating losses of $2.3 million in
the fourth quarter of 2003, compared to income of $8.6 million in
the fourth quarter of 2002.  The results for the fourth quarter of
2003 include the losses related to the Argentina operation
totaling $13.5 million before tax.

The Corporate segment, which includes investment earnings on
corporate assets not specifically allocated to a line of business,
corporate interest expense, and certain other corporate expenses,
reported a loss of $46.6 million in the fourth quarter of 2003,
compared to a loss of $51.0 million in the fourth quarter of 2002.  
The results for the fourth quarter of 2003 include the losses
related to the Japanese operation totaling $1.2 million before
tax.

During the second quarter of 2003, the Company issued a total of
52,877,000 shares of common stock and 23,000,000 8.25% adjustable
conversion-rate equity security units in a public offering.  As a
result, the weighted average number of shares used to calculate
the per diluted common share results increased from 242,129,151
for the fourth quarter of 2002 to 294,822,409 for the fourth
quarter of 2003.  The actual number of shares outstanding as of
December 31, 2003 was 296,143,422 compared to 241,587,260 as of
December 31, 2002.

At December 31, 2003, book value per common share was $24.55,
compared to $28.33 at December 31, 2002.

UnumProvident (S&P, BB+ Preferred Share Rating, Negative) is the
largest provider of group and individual disability income
protection insurance in the United States and United Kingdom.
Through its subsidiaries, UnumProvident insures more than 25
million people and paid US$4.8 billion in total benefits to
customers in 2002.  With primary offices in Chattanooga, Tenn.,
and Portland, Maine, the company employs more than 13,000 people
worldwide. For more information, visit
http://www.unumprovident.com/    


US AIR: Enters Stipulation Settling US Bank & State Street Claim
----------------------------------------------------------------
U.S. Bank National Association, successor-in-interest to State
Street Bank and Trust Company, and State Street Bank and Trust
Company of Connecticut, National Association, filed, against the
US Airways Debtors, Claim No. 3372, which included claims relating
to aircraft bearing Tail Nos. N507AU, N508AU and N510AU.

U.S. Bank, State Street and the Reorganized Debtors agree that
Claim No. 3372 is allowed in part as a general unsecured Class
USAI-7 claim with respect to these Tail Nos.:

               Tail No. N507AU         $12,362,579
               Tail No. N508AU          12,169,464
               Tail No. N510AU          12,362,579

All other claims of U.S. Bank and State Street relating to Tail
Nos. N507AU, N508AU and N510AU are disallowed. (US Airways
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WATERLINK INC: Court Approves Asset Sale to Calgon Carbon Corp.
---------------------------------------------------------------
Waterlink, Inc. (OTCBB:WLKNQ) and its wholly owned operating
subsidiary, Barnebey Sutcliffe Corporation, have agreed in
principal to a purchase agreement with Calgon Carbon Corporation,
a Delaware corporation, for the Buyer to purchase substantially
all of the assets and business operations of Waterlink, including
the operations of Barnebey Sutcliffe Corporation and the
subsidiaries of Waterlink in the United Kingdom.

The agreement will be for total cash consideration of
approximately $35.2 million, subject to certain pre-closing and
post-closing adjustments, and the assumption by the Buyer of
certain liabilities. The purchase is subject to the terms and
conditions of the purchase agreement, and the purchase price is
subject to certain adjustments required under the agreement, which
includes a provision for a working capital adjustment.

The purchase agreement was approved by the U.S. Bankruptcy Court
for the District of Delaware, at a hearing held on February 3,
2004. Subject to the satisfaction of other pre-closing conditions,
Waterlink expects the transaction to close in the first quarter of
2004.

Waterlink believes that all of the proceeds of the transaction
that it receives will be used to partially satisfy the claims of
creditors, and that no assets will remain for distribution to
stockholders. Upon signing, a copy of the purchase agreement will
be attached to the Company's report on Form 8-K, which will be
filed on a timely basis with the U.S. Securities and Exchange
Commission.

The Company previously announced, on December 16, 2003, that it
had executed a purchase agreement with a different buyer, and that
such purchase agreement was subject to the approval of Bankruptcy
Court and higher or better offers from other potential purchasers.
Pursuant to the Bankruptcy Court's order, an auction was held on
January 30, 2004, and the Buyer's offer was the highest and best
offer.

Waterlink is an international provider of integrated water and air
purification solutions for both industrial and municipal
customers. Waterlink's executive offices are located in Columbus,
Ohio, USA. More information about Waterlink can be obtained on the
Internet at http://www.waterlink.com/


WEIRTON STEEL: Wants Approval for Temporary Low Earnings Program
----------------------------------------------------------------
As of January 1, 2004, Weirton Steel Corporation employed
approximately 422 salaried employees who were not represented by
any collective bargaining unit.  Since the Petition Date, in
order to address declining prices and a declining market for "hot
end" sheet products, and to assure compliance with financial
covenants under its DIP credit facility, the Debtor continued to
evaluate various cost-cutting measures, including, but not
limited to:

   -- reducing salaries;

   -- laying off certain of the Salaried Employees;

   -- implementing a low earnings program; and

   -- seeking certain wage and benefit concessions from its
      represented workforce.

Currently, the Debtor determined that it is imperative to
implement a low earnings program impacting between 30 to 50
individuals, or approximately 7% to 12% of the Salaried
Employees.  Some or all of the Salaried Employees affected by the
Temporary Low Earnings Program may be subject to future
employment cost reduction programs by the Debtor.

According to James H. Joseph, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, as of the Petition Date, the Debtor did
not have a formal severance, layoff or low earnings program or
policies with respect to the Salaried Employees, other than
contractual severance obligations to eight individuals not
impacted by the Temporary Low Earnings Program.  Since 1999, a
determination of severance, low earnings or layoff benefits has
been made on a case-by-case basis within the Debtor's discretion.

The Debtor undertook an extensive review of its Salaried
Employees, and has identified certain job functions that can be
temporarily curtailed, reduced or replicated by other job
functions.  The Debtor's senior management reviewed each job
function to assure that the Debtor could continue to operate in a
safe, efficient and legal manner.  Job groups and individual jobs
have been designated by senior management as those to be
impacted, and then volunteers will be solicited from Salaried
Employees whose job functions were identified as being subject to
temporary curtailment or reduction.

Requests for voluntary temporary low earnings are to be approved
by the Debtor from each job function group in order of pension
service seniority -- greatest pension service first -- up to the
limit allocated to each job group or individual job.  If
volunteers for low earnings do not fill the number of impacted
employees allocated to a particular job function, involuntary
selection will be implemented to satisfy the number of necessary
impacted employees.  Involuntary selection will be determined in
order of pension service -- least service first -- subject to
restrictions for retention of sufficient employees with essential
skills or knowledge, until the number of impacted employees
allocated to a job function group is reached.

Mr. Joseph relates that those Salaried Employees subject to the
Temporary Low Earnings Program, either voluntarily or
involuntarily, will be requested to execute a Waiver and Release.  
Those Salaried Employees subject to the Temporary Low Earnings
Program who execute the Waiver and Release will receive the
Enhanced Program Benefits, namely:

   (1) Low Earnings Payment, which is 60% of weekly base salary
       less $358 per week, less applicable federal and state
       payroll taxes and withholding for the first to occur of a
       period of 22 full calendar weeks or until the layoff ends;
       provided, however, that in no event will Low Earnings
       Payments be less than $125 per week;

   (2) Health care coverage at the Debtor's cost, including the
       same coverages as are provided under COBRA continuation
       coverage for the employee, spouse and eligible dependents
       for exempt Salaried Employees, not subject to change with
       respect to employee premium contributions only, for the
       first to occur of a period of five full calendar months or
       until the layoff period; and

   (3) Life insurance coverage consisting of the basic group term
       life insurance for the employee and dependents and the
       supplemental group term life insurance coverage, as
       provided by the Debtor for exempt Salaried Employees, with
       basic group term life to be paid by the Debtor and
       supplemental group term life to be shared by the Debtor
       and the Salaried Employee for the first to occur of a
       period of five full calendar months or until the layoff
       period ends.

On the other hand, the Debtor will provide those impacted
Salaried Employees who refuse to execute a Waiver and Release the
Basic Program Benefits, including:

   (1) Low Earnings Payments for a period of six calendar weeks
       or until the layoff period ends, whichever comes first;
       provided, however, that in no event will Low Earnings
       Payments be less than $125 per week;

   (2) Health Coverage for three full calendar months or until
       the layoff period ends, whichever comes first; and

   (3) Life Insurance for three full calendar months or until the
       layoff period ends, whichever comes first.

The Debtor contemplates that some impacted Salaried Employees may
refuse to execute the Waiver and Release, and may, in fact, seek
legal redress against the Debtor's senior management.  Mr. Joseph
asserts that the formulation and the implementation of the
Temporary Low Earnings Program is an exercise of the Debtor's
reasonable business judgment in response to unforeseen business
developments.  Accordingly, the Debtor asks the Court to fully
indemnify and hold harmless its senior management from any causes
of action against them that may arise by virtue of the Temporary
Low Earnings Program.  

The Debtor estimates that its aggregate liability for the
proposed salary continuation payments and benefits to the
impacted Salaried Employees will be $360,000 assuming that 50
Salaried Employees are impacted and they all execute the Waiver
and Release and receive Enhanced Program Benefits for the entire
period for which they are entitled to receive Enhanced Program
Benefits.  Using the same assumptions, the Debtor estimates that
it will realize approximately $845,000 in savings net of the cost
of the Program Benefits.  

Accordingly, the Debtor sought and obtained the Court's authority
to implement the Temporary Low Earnings Program.  The Court
further:

   (a) authorizes the payment of the Low Earnings Program
       Benefits and afford Low Earnings Program Benefits
       administrative priority claim status in accordance with
       Section 503(b) of the Bankruptcy Code; and

   (b) permits the Debtor to pay all reasonable costs of defense
       and otherwise hold harmless and indemnify management from
       all claims of impacted Salaried Employees that arise from
       or relate to the Temporary Low Earnings Program.

The Court will also exercise jurisdiction over any claims that
arise from or relate to the Temporary Low Earnings Program.

Mr. Joseph adds that while participating in the Low Earnings
Program, employees will:

   -- continue to accrue service;

   -- receive health and life insurance coverage under the same
      terms and conditions as any other Weirton employee; and

   -- be eligible to be paid for any vacation scheduled prior to
      being notified that they are impacted by the Low Earnings
      Program.

Employees impacted by the Low Earnings Program will remain on the
Debtor's payroll while participating in the Low Earnings Program,
and are guaranteed earnings in excess of the statutory minimum of
at least $61 per week.  There will be no cessation or separation
of employment of any Salaried Employee impacted by the Low
Earnings Program and the impacted employees are not being laid
off or discharged as the terms are used in the West Virginia Wage
Payment and Compensation Act. (Weirton Bankruptcy News, Issue No.
19; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WELLMAN: S&P Rates Planned $185M Sec. First-Lien Term Loan at B+
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its rating on Wellman
Inc.'s proposed $185 million secured first-lien term loan due 2009
to 'B+' from 'BB-', following the company's indication that its
pending financing plan was being revised to increase the size of
the secured first-lien term loan to $185 million, from $125
million as originally proposed.

At the same time, Standard & Poor's revised its recovery rating on
the proposed term loan to '3' from '1', to address the lenders'
somewhat weaker prospects for full recovery after considering the
increased amount of secured first-lien claims. The 'B+' rating is
at the same level as the corporate credit rating; this and the '3'
recovery rating indicate that the first-lien term loan lenders can
still expect meaningful (50% to 80%) recovery of principal in the
event of default.

At the same time, Standard & Poor's affirmed its other ratings on
Shrewsbury, New Jersey-based Wellman, including the company's 'B+'
corporate credit rating, which was lowered on Jan. 22, 2004, due
to continued weaker-than-expected operating and financial
performance. The outlook is negative. Pro forma for the
refinancing transaction, Wellman, a producer of polyester staple
fibers and polyethylene terephthalate resins, will have
approximately $478 million in total debt outstanding.

"The rating on the proposed $185 million first-lien term loan,
which has been increased in size from $125 million, reflects the
lenders' recovery prospects in the event of a default, after a
review of Wellman's revised financing plan," said Standard &
Poor's credit analyst Franco DiMartino.

While the lenders' prospects of recovery of principal in a default
scenario are still meaningful, the increased size of the term loan
relative to a distressed asset valuation of pledged property,
plant, and equipment suggests that the lenders no longer are
assured full recovery of principal. In addition, the rating on the
proposed $265 million second-lien term loan, which was reduced in
size from $300 million, remains two notches lower than the
corporate credit rating and continues to reflect the lenders'
negligible recovery prospects after considering the priority
claims of the revolving credit facility and first-lien term loan
lenders. The overall amount of priority debt has now increased to
$360 million from $300 million under the original refinancing
proposal.

The ratings on Wellman reflect a below-average business risk
profile that recognizes its sizable positions in the polyester
staple fiber and PET segments of the polyester market, offset by
inherent industry cyclicality, considerable import pressure from
foreign fiber producers, and diminished operating profitability
measures. The ratings are supported by satisfactory availability
under committed bank facilities and a manageable debt maturity
profile following the expected completion of the proposed
refinancing transaction.


WICKES INC: Taps Sitrick & Company as Communications Consultants
----------------------------------------------------------------
Wickes, Inc., asks for permission from the U.S. Bankruptcy Court
for the Northern District of Illinois, Eastern Division, to employ
Sitrick & Company, Inc., as its Corporate Communications
Consultants.

Sitrick & Company will:

     a. develop and implement communications programs and
        related strategies and initiatives for communications
        with the Debtor's key constituencies (including
        customers, employees, suppliers and other stakeholders)
        and the media regarding the Debtor's operations and
        financial performance and the Debtor's progress through
        the chapter 11 process;

     b. develop public relations initiatives for the Debtors to
        maintain public confidence and internal morale during
        the Case;

     c. prepare press releases and other public statements for
        the Debtors, including statements relating to major
        chapter 11 events;

     d. prepare other forms of communication to the Debtor's key
        constituencies and the media, potentially including
        materials to be posted on the Debtor's website; and

     c. perform such other communications consulting services as
        may be requested by the Debtors.

Sitrick & Company professionals who will be responsible for this
engagement and their hourly rates are:

          Brenda Adrian        $395 per hour
          Tammy Taylor         $380 per hour
          Steven Goldberg      $325 per hour
          Meaghan Repko        $150 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.


WILLIS GROUP: Posts Flat 4th-Quarter Results & Increased Dividend
-----------------------------------------------------------------
Willis Group Holdings Limited (NYSE: WSH), the global insurance
broker, reports record results for the quarter and year ended
December 31, 2003.

Separately, the Board of Directors approved a 15 percent increase
in the regular quarterly cash dividend on the Company's common
stock to $0.1875 per share, an annual rate of $0.75 per share. The
dividend is payable on April 15, 2004 to shareholders of record on
March 31, 2004.

Joe Plumeri, Chairman and Chief Executive Officer said, "We are
pleased to raise our quarterly cash dividend again - our second
increase since initiating the dividend just one year ago. This
action reflects our strong cash flow and confidence in the outlook
for growth."

The Board of Directors also approved increasing the Company's
existing common share buyback authorization from $100 million to
$300 million. The Company has not yet purchased any shares
pursuant to the authorization.

Commenting on the progress Willis has made over the last few
years, Plumeri said, "Since our initial public offering in June
2001, we have infused a sense of teamwork, discipline and passion
throughout the organization. And in the year just ended, we
accomplished all of the goals we set for the year - to grow
earnings at least 25 percent and organic revenues at least 15
percent, to expand margins, to obtain an investment grade rating
and to refinance our debt.

"We continued to build on our record results as we remain focused
on our business - providing our clients with local delivery of our
global risk management resources and insurance broking
capabilities. Our double-digit revenue and earnings growth were
fueled by the outstanding cooperative performance of all our
Associates - across all geographic regions and practice groups.

"With our growing sales culture and by running the company with
great discipline and unyielding expense management the Willis
model is being validated every day," Plumeri continued. "We are
making steady progress toward building a great company."

Net income for the quarter ended December 31, 2003 was $118
million, or $0.69 per diluted share, compared with $118 million,
or $0.70 per diluted share, a year ago. Excluding non-cash
compensation for performance-based stock options and net gain on
disposal of operations, adjusted net income increased 45 percent
to $119 million for the quarter ended December 31, 2003 from $82
million in the same period last year, while adjusted net income
per diluted share rose 43 percent to $0.70 for the fourth quarter
of 2003 from $0.49 a year ago. The impact of foreign exchange in
the fourth quarter of 2003 was a benefit of approximately $0.04
per share.

Net income for the year ended December 31, 2003 was $414 million,
or $2.45 per diluted share, compared to $210 million, or $1.28 per
diluted share, a year ago. For the year ended December 31, 2003,
adjusted net income, which for the full year also excluded a one-
time UK tax benefit on performance stock options, increased 43
percent to $386 million from $270 million in the year ended
December 31, 2002, while adjusted net income per diluted share
rose 41 percent to $2.28 from $1.62 in 2002.

Total reported revenues for the quarter ended December 31, 2003
increased 19 percent to $577 million, from $483 million for the
same period last year. Organic revenues, which exclude the effects
of foreign exchange, acquisitions and disposals, rose 11 percent.
The adjusted operating margin was 34 percent for the fourth
quarter of 2003 compared with 31 percent for the same period last
year.

Total reported revenues for the year ended December 31, 2003
increased 20 percent to $2,076 million, up from $1,735 million for
the corresponding period in 2002, or 15 percent on an organic
basis. The adjusted operating margin was 30 percent for the year
ended December 31, 2003, compared with 28 percent for the same
period last year.

Through September 30, 2003, the Company provided for a tax rate of
35 percent; however due to the actual geographic mix of our
results, the full year's effective tax rate in 2003 declined to 34
percent. At December 31, 2003, total long-term debt was $370
million, down 35 percent from $567 million a year ago. During the
quarter, the Company repaid the outstanding $78 million bank term
loan and cancelled this facility and put in place a new $450
million bank credit facility and $150 million line of credit. On
February 2, 2004, the Company redeemed all of its outstanding 9
percent senior subordinated debentures.

Total stockholders' equity at the year end was approximately
$1,290 million, up 51 percent from a year ago. The capitalization
ratio (total long-term debt to total long-term debt and
stockholders' equity) declined to 22 percent at year end
December 31, 2003 (26 percent pro forma for the new $450 million
bank credit facility) compared to 40 percent a year ago. There was
approximately $247 million of immediately available cash at
December 31, 2003, providing significant financial flexibility to
support the cash needs of the Company.

In January 2004, consistent with its growth strategy, Willis
acquired the remaining 70 percent interest in Willis A/S,
Denmark's largest insurance broker, with annualized revenues of
approximately $50 million.

Plumeri concluded, "Willis is in great shape. This is our
sixteenth consecutive quarter of record earnings; we raised the
dividend again and refinanced our debt on investment grade terms -
all within six years of the 1998 leveraged buy-out. In addition to
our strong organic growth efforts, we continue to recruit top
industry talent. The caliber of professionals who have joined
Willis is proof positive that we are challenging the conventions
of the global insurance broking sector and are cutting a new path
rather than following industry norms. We are confident in the
outlook for future growth at Willis, and reaffirm our long-term
goal to grow adjusted net income per diluted share by 15 percent
or better each year."

Willis Group Holdings (S&P, BB+ Counterparty Credit Ratings,
Positive) is a leading global insurance broker, developing and
delivering professional insurance, reinsurance, risk management,
financial and human resource consulting and actuarial services to
corporations, public entities and institutions around the world.
With over 300 offices in more than 100 countries, its global team
of 13,000 associates serves clients in some 180 countries. Willis
is publicly traded on the New York Stock Exchange under the symbol
WSH. Additional information on Willis may be found on its web site
http://www.willis.com/


WORLDCOM: Court Approves Modified Scully Scott Engagement Terms
---------------------------------------------------------------
On September 4, 2002, the Court authorized the Worldcom Debtors to
employ professionals in the ordinary course of business.  In this
regard, the Court granted the Debtors interim authorization to
employ Scully, Scott, Murphy & Presser, PC, as special counsel.

Scully Scott was tasked to represent the Debtors in overseeing,
managing and maintaining their foreign patent portfolio,
including:

   -- the filing of new patent applications in foreign
      jurisdictions;

   -- prosecuting pending patent applications; and

   -- obtaining letters patent and thereon maintaining these
      patent applications and patents through the payment of
      yearly maintenance fees as required by various patent
      offices.

Scully Scott's monthly fees exceeded the $100,000 monthly cap for
professionals retained under the Ordinary Course Professionals
Order in October and November 2002.  On December 23, 2002, the
Court entered a Second Supplemental Ordinary Course Order under
which the Court granted the Debtors authority to employ Scully
Scott under Section 327(e) of the Bankruptcy Code and compensate
them in accordance with the August 18, 2002 Order Establishing
Procedures for Interim Monthly Compensation and Reimbursement of
Professionals by the filing of monthly fees statements and
quarterly interim fee applications.

However, while Scully Scott generally bills by the hour, before
and during the Debtors' Chapter 11 cases, it charged the Debtors
flat fees in lieu of hourly fees for certain routine services.  
This billing method afforded and continues to afford the Debtors
a measure of predictability when they request services, and
generally saves them money since the flat fees are, as a rule,
less than what would be the hourly charges for the services.  

        Service                                Basic Minimum Fee
        -------                                -----------------
  New Foreign Patent Application per country     $700,000
  (includes a PCT filing)

  Requesting examination                              275

  Requesting further prosecution                      275

  Reviewing and reporting Search Reports              225

  Reporting publication of application                125

  Effecting payment of a grant fee, publication
  Fee, final fee or issuance fee                      275

  Reviewing and responding to 51(4) EPC               300

  Fulfilling formality requirements in each EPO
  national country                                    250

  Reviewing and reporting Letters Patent              135

  Preparing and filing Chapter 11 Demand              250

  Preparing Assignment and submitting for recordal    200

  Responding to a formal Office Action
   (Based on attorney time)                           300 - 500

  Responding to a substantive Office Action
   (Based on Attorney time)                           800 - 3,000

Consequently, the Debtors seek to modify the employment of Scully
Scott to permit them to compensate the firm pursuant to the
hybrid hourly/flat fee billing scheme, nunc pro tunc to July 21,
2002.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in  
Houston, Texas, points out that the modification of the Final
Order is appropriate because the flat fees Scully Scott offers
result in (i) greater predictability for the Debtors in
determining the cost of the firm's services, and (ii) generally
reduced expenses.

Accordingly, Judge Gonzalez approves the modification of Scully
Scott's employment. (Worldcom Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


XM SATELLITE: Will Redeem 7.75% Convertible Subordinated Notes
--------------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR), issued a notice
to redeem any of the approximately $45.7 million outstanding
principal amount of the 7.75% Convertible Subordinated Notes due
2006 which are not converted prior to the close of business on
March 2, 2004 and a notice to prepay the portion of its
outstanding $89 million Series GM Senior Secured Convertible Note
due 2009, which is not converted.

XM will use a portion of the proceeds from its recent offering of
Class A common stock, which closed on January 28, 2004, for the
prepayment of the Series GM Convertible Note and the redemption of
any 7.75% Convertible Notes. In the aggregate, XM expects to
eliminate approximately $135 million in debt as a result of these
redemptions and prepayments, or if holders otherwise convert their
securities into XM Class A common stock.  The redemption
prepayment and any conversions into Class A common stock will be
completed by March 3, 2004.

The 7.75% Convertible Notes may be converted by the holders
thereof into shares of XM's Class A common stock prior to the
close of business on March 2, 2004 at a conversion price of
$12.225 per share.  Approximately $7.9 million of the outstanding
principal amount of the Series GM Convertible Note may be
converted into shares of XM's Class A common stock prior to 5:00
p.m. on February 19, 2004 at an average conversion price of $8.00
per share.

XM Satellite Radio is America's #1 satellite radio service with
more than 1.36 million subscribers today.  Broadcasting live daily
from studios in Washington, DC, New York City and Nashville,
Tennessee at the Country Music Hall of Fame, XM's 2004 lineup
includes more than 120 digital channels of choice from coast to
coast: 68 commercial-free music channels, featuring hip hop to
opera, classical to country, bluegrass to blues; 32 channels of
premier sports, talk, comedy, children's and entertainment
programming; and more than 20 channels of the most advanced
traffic and weather information for major metropolitan areas
nationwide.  Affordable, compact and stylish XM satellite radio
receivers for the home, the car, the computer and boom boxes for
on the go are available from retailers nationwide.  In addition,
XM is available in more than 80 different 2004 car models.  XM is
a popular factory-installed option on more than 40 new General
Motors models, as well as a standard feature on several top-
selling Honda and Acura models.  JetBlue Airways and AirTran
Airways passengers will be able to listen to XM's programming in-
flight later in 2004.

For more information about XM, visit http://www.xmradio.com/

                         *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit ratings on
satellite radio provider XM Satellite Radio Inc., and its parent
company XM Satellite Radio Holdings Inc. (which are analyzed on a
consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


XO COMMS: Intends to File Application to Trade Shares on Nasdaq
---------------------------------------------------------------
XO Communications, Inc. (OTCBB:XOCM.OB), one of the nation's
leading providers of broadband telecommunications services, will
begin the application process to list the company's common shares
on the NASDAQ National Market.

As part of the NASDAQ application and approval process, the
company is required to meet certain eligibility criteria including
meeting the Audit Committee membership standards as well as other
qualitative and quantitative requirements. The company's stock has
been trading in the over-the-counter market under the symbol
XOCM.OB following XO's emergence from Chapter 11 on January 16,
2003.

"By beginning the process to list XO's shares on the NASDAQ, we
move closer to achieving another milestone set out for the
company," Carl Grivner, chief executive officer of XO
Communications. "The listing of XO's common stock on the NASDAQ
will enhance the company's liquidity, providing benefits to both
XO and its shareholders. It will also enhance our ability to meet
our stated goals of expanding our company by acquisitions through
the use of both cash and stock."

XO Communications is a leading broadband telecommunications
services provider offering a complete set of telecommunications
services, including: local and long distance voice, Internet
access, Virtual Private Networking, Ethernet, Wavelength, Web
Hosting and Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the United
States. XO currently offers facilities-based broadband
telecommunications services within and between more than 70
markets throughout the United States.


* Harold Kaplan is New Chairman of Gardner Carton & Douglas LLP
---------------------------------------------------------------
Gardner Carton & Douglas LLP, a leading Chicago and Washington,
D.C. law firm, announces the selection of Harold L. Kaplan as the
firm's new Chairman.

Mr. Kaplan is chair of Gardner Carton's Corporate Restructuring
and Financial Institutions Group, as well as head of its Corporate
Trust and Bondholder Rights practices.   He is admitted to the
Illinois and New York bars.

"I am honored to be selected by my partners as the Chairman of
Gardner Carton & Douglas, and excited about the opportunities as
we approach our 100th anniversary," said Mr. Kaplan.  "Gardner
Carton & Douglas has long been known for serving our clients with
integrity and professionalism, and we will continue to do so."

Over the last two decades, Mr. Kaplan has developed a reputation
as one of the leading financial, corporate restructuring and
workout attorneys in the country, having represented financial
institutions, debtors, and trustees under the Bankruptcy Code and
the Securities Investors Protection Act, foreign liquidators in
ancillary proceedings, creditors committees, and other creditor
groups. He is particularly recognized for representing indenture
trustees and bondholder interests in many of the largest national
default and bankruptcy cases, including UAL, Conseco, Kmart,
Loral, Mirant, HealthPartners, Fleming, PG&E, USGen New England
and Safety-Kleen.

Turnarounds & Workouts named Mr. Kaplan one of 12 Outstanding
Bankruptcy Lawyers in the country for 2003, and as one of 13
Outstanding Bankruptcy Lawyers in 2001. He chairs the Annual
Corporate Reorganization Conference, as well as the Annual
Healthcare Transactions Conference held in Chicago each year.  He
is Chair of the American Bar Association Health Care-Related
Bankruptcy Issues Working Group and served on the advisory
drafting group of the ABA Subcommittee on Revision of the Model
Simplified Indenture.  He is also a member of the editorial board
of the American Bankers Association Trust and Investments
magazine, as well as a contributing editor to the American
Bankruptcy Institute Journal's "Intensive Care" column on
healthcare- related issues. He is also the immediate past Chair of
the Chicago Bar Association Bankruptcy Committee.

Gardner Carton & Douglas -- http://www.gcd.com/-- was established  
in Chicago in 1910. The firm's 240 attorneys practice in Chicago
and Washington D.C.  Firm practice areas address a wide variety of
business, policy and financial issues. Diverse and extensive, the
firm's client base includes major domestic and foreign
manufacturing companies; universities; hospitals and other
nonprofit organizations; commercial and investment banks;
insurance companies and other financial service institutions;
Native American tribes and municipalities; broadcasters, common
carriers and private communication users; advanced technology
businesses; and individuals.


* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
               and Other Disasters
-----------------------------------------------------------
Author:     Sallie Tisdale
Publisher:  BeardBooks
Softcover:  270 pages
List Price: $34.95
Review by Henry Berry
Order your own personal copy at

http://www.amazon.com/exec/obidos/ASIN/1587981645/internetbankrupt  

An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science. Tisdale brings to her subject
of the wide nd engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.
Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.
Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well. Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times." To this informative, readable style
is added the probing interest and concern of the philosopher
trying to shed some light on one of the central and most
unsettling aspects of human existence. In this insightful,
illuminating, probing exploration of the mystery of illness,
Tisdale also outlines the limits of the effectiveness of
treatments and cures, even with modern medicine's store of
technology and drugs. These are often called "miracles" of modern
medicine. But from this author's perspective, with the most
serious, life-threatening, illnesses, doctors and other health-
care professionals are like sorcerer's trying to work magic on
them. They hope to bring improvement, but can never be sure what
they do will bring it about. Tisdale's intent is not to debunk
modern medicine, belittle its resources and ways, or suggest that
the medical profession holds out false hopes. Her intent is do
report on the mystery of serious illness as she has witnessed it
and from this, imagined what it is like in her varied work as a
registered nurse. She also writes from her own experiences in
being chronically ill when she was younger and the pain and
surgery going with this.

She writes, "I want to get at the reasons for the strange state of
amnesia we in the health professions find ourselves in. I want to
find clues to my weird experiences, try to sense the nature of
being sick." The amnesia of health professionals is their state of
mind from the demands placed on them all the time by patients,
employers, and society, as well as themselves, to cure illness, to
save lives, to make sick people feel better. Doctors, surgeons,
nurses, and other health-care professionals become primarily
technicians applying the wonders of modern medicine. Because of
the volume of patients, they do not get to spend much time with
any one or a few of them. It's all they can do to apply the
prescribed treatment, apply more of it if it doesn't work the
first time, and try something else if this treatment doesn't seem
to be effective. Added to this is keeping up with the new medical
studies and treatments. But Tisdale stepped out of this problem-
solving outlook, can-do, perfectionist mentality by opting to
spend most of her time in nursing homes, where she would be among
old persons she would see regularly, away from the high-charged
atmosphere of a hospital with its "many medical students,
technicians, administrators, and insurance review artists." To
stay on her "medical toes," she balanced this with working
occasional shifts in a nearby hospital. In her hospital work, she
worked in a neonatal intensive care unit (NICU), intensive care
unit (ICU), a burn center, and in a surgery room. From this
combination of work with the infirm, ill, and the latest medical
technology and procedures among highly-skilled professionals,
Tisdale learned that "being sick is the strangest of states." This
is not the lesson nearly all other health-care workers come away
with. For them, sick persons are like something that has to be
"fixed." They're focused on the practical, physical matter of
treating a malady. Unlike this author, they're not focused
consciously on the nature of pain and what the patient is
experiencing. The pragmatic, results-oriented medical profession
is focused on the effects of treatment. Tisdale brings into the
picture of health care and seriously-ill patients all of what the
medical profession in its amnesia, as she called it, overlooks.

Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work. She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts--the top of the hip to a third of the way down the thigh--and
cuts again through the globular yellow fat, and deeper. The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current. One small,
throbbing arteriole escapes, and his glasses and cheek are
splattered." One learns more about what is actually going on in an
operation from this and following passages than from seeing one of
those glimpses of operations commonly shown on TV. The author
explains the illness of meningitis, "The brain becomes swollen
with blood and tissue fluid, its entire surface layered with
pus...The pressure in the skull increases until the winding
convolutions of the brain are flattened out...The spreading
infection and pressure from the growing turbulent ocean sitting on
top of the brain cause permanent weakness and paralysis,
blindness, deafness...." This dramatic depiction of meningitis
brings together medical facts, symptoms, and effects on the
patient. Tisdale does this repeatedly to present illness and the
persons whose lives revolve around it from patients and relatives
to doctors and nurses in a light readers could never imagine, even
those who are immersed in this world.

Tisdale's main point is that the miracles of modern medicine do
not unquestionably end the miseries of illness, or even
unquestionably alleviate them. As much as they bring some relief
to ill individuals and sometimes cure illness, in many cases they
bring on other kinds of pains and sorrows. Tisdale reminds readers
that the mystery of illness does, and always will, elude the
miracle of medical technology, drugs, and practices. Part of the
mystery of the paradoxes of treatment and the elusiveness of
restored health for ill persons she focuses on is "simply the
mystery of illness. Erosion, obviously, is natural. Our bodies are
essentially entropic." This is what many persons, both among the
public and medical professionals, tend to forget. "The Sorcerer's
Apprentice" serves as a reminder that the faith and hope placed in
modern medicine need to be balanced with an awareness of the
mystery of illness which will always be a part of human life.

                          *********

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 ***