TCR_Public/040209.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 9, 2004, Vol. 8, No. 27

                          Headlines

360NETWORKS: Committee Sues Spartan Building to Recoup $1.5 Mil.
3D SYSTEMS: Will Publish Q4 & FY 2003 Results on March 10, 2004
ADELPHIA COMMS: Equity Committee Wants to File Competing Plan
AEGIS COMMS: Arranges Wells Fargo $25 Million Revolving Facility
AES CORP: S&P Changes Outlook on Low-B & Junk Ratings to Stable

AHOLD USA: Appoints Executive Team to Integrate Grocery Chains
AIR CANADA: Amends Terms of Deutsche Standby Agreement
AIR CANADA: Trinity Proposes to Reform Pensions & Benefits Program
AIR CANADA: Workers & Retirees Refuse Trinity's Pension Proposal
ALLEGHENY ENERGY: Board Member Frank A. Metz, Jr., Retires

AMERCO: Obtains Clearance to Execute Two Commitment Letters
AMERICAN FINANCIAL: Will Publish Q4 & FY 20003 Results on Thursday
AMF BOWLING: S&P Assigns B Rating to Planned $175-Mil. Facility
APARTMENT INVESTMENT: Look for Fourth-Quarter Results on Thursday
ARIZONA MEDICAL: Voluntary Chapter 11 Case Summary

ATA AIRLINES: January 2004 Revenue Passenger Miles Slide-Up 9.4%
ATLANTIC COAST: Reports 11.1% Increase in January 2004 Traffic
AURORA: R2 Top Hat Demands Pro-Rata Share of Leverage & Sales Fees
AVVAA WORLD: Unit Closes Buy-Out of Mystic's Bath & Body Business
BNS COMPANY: Selling UK Property to Bath Road for GBP5.5 Million

BUDGET GROUP: BRACII Plan Administrator's Rights & Duties
CABLE DESIGN: S&P Keeps Watch on Ratings over Merger Announcement
CALPINE CORP: Agrees to Sell Up to 500 MW of Power to Cleco
CALPINE CORP: Will Commence Offerings to Refinance CCFC II Debt
CALPINE: Year-End Earnings Call Update Reset to February 26, 2004

CENTIV: Acquires All Issued Capital Stock of Beijing Multimedia
CKE RESTAURANTS: Will Present at 3 Investment Conferences in Feb.
CNH GLOBAL: Fourth-Quarter and FY 2003 Results Enter Positive Zone
CORRPRO COMPANIES: Senior Debtholders Agree to Mar. 31 Extension
CRESCENT REAL: JV With Vornado Completes $254MM Mortgage Financing

DELPHAX TECHNOLOGIES: New LaSalle Financing Pact is in Place
DELTA AIR LINES: S&P Keeps B-Rated $325M Sr. Unsec. Notes on Watch
DIRECTV: Raven Wants Court to Compel Committee to Produce Docs
DOBSON COMMS: Schedules Investors Conference for February 18
DOMAN INDUSTRIES: Unsecured Noteholders Propose Restructuring Plan

ENRON CORP: ECTRIC Wants to Sell British Energy Generation Claim
FERTINITRO: Fitch Raises $250 Million Secured Bonds Rating to B-
GADZOOKS: Reports January Sales & Completes DIP Financing Facility
GAP INC: Selling German Operations to Swedish Retailer H&M
GAP INC: January 2004 Sales Performance Show Marked Improvement

GEO GROUP: Reports Improved Fourth-Quarter 2003 Results
GILMAN & CIOCIA: Ability to Continue as Going Concern Uncertain
GLOBAL SIGNAL: Fitch Rates Series 2004-1 Class F & G Notes at BB/B
GROSVENOR ORLANDO: Case Summary & 20 Largest Unsecured Creditors
HANGER ORTHOPEDIC: Will Publish 2003 Year-End Results on Feb. 25

HAYES LEMMERZ: HLI Trust Demands Skadden Turnover Documents
HOST MARRIOTT CORPPORATION: Selling Six Hotels for $70 Million
HOST MARRIOTT: Extends 7-1/8% Notes Exchange Offer Until Thursday
ICOWORKS INC: Appoints B.B. Tuley & Gerry Lindberg as Directors
ICOWORKS INC: Subsidiary Opens New Office in Portland, Oregon

IMC GLOBAL: 2003 Year-End Net Loss Widens to $135 Million
IMMUNE RESPONSE: Releases Shares from Trading Lockup Restriction
INDEPENDENT ARTISTS: Stinky Love's Bid to Convert Case Overturned
INSIGHT HEALTH: S&P Revises Credit & Bank Loan Ratings to Negative
INTERSTATE BAKERIES: Terminates Alliance with Campbell Soup Unit

JP MORGAN: Fitch Lowers Class G & H Note Ratings to B- and CCC
KAISER ALUMINUM: Wants Clearance for Hydro Settlement Agreement
KMART: Asks Court to Disallow 32 Amended & Superseded Claims
LAIDLAW INC: Inks Third Amended Credit Pact with Citicorp, et al.
LAND O'LAKES: 2004 Annual Meeting Slated for February 25-26, 2004

LEAP WIRELESS: Solicits Competing Bids for Excess Spectrum in Ga.
LIBERTY MEDIA: Auditor KPMG Airs Going Concern Uncertainty
LODGENET ENTERTAINMENT: Dec. 31 Net Capital Deficit Tops $129 Mil.
LODGENET: TimesSquare Capital & Cigna Disclose 10.2% Equity Stake
LTV CORP: Proposes Settlement Agreement with Cuyahoga County, Ohio

LYONDELL CHEMICAL: Declares Quarterly Dividend Payable on March 15
MAGELLAN HEALTH: TennCare Contracts Extended Until June 30, 2004
MAIL-WELL INC: Calls For Redemption of 8-3/4% Senior Sub. Notes
MILLBROOK PRESS: Commences Chapter 11 Reorganization Proceedings
MIRANT: Woos Court to Approve Chicopee Settlement Agreement

MOORE WALLACE: Fourth-Quarter 2003 Results Reflect Merger Outcome
MORGAN STANLEY: Fitch Takes Rating Actions on 2004-TOP13 Notes
MORTGAGE CAPITAL: Fitch Puts Class G, H & J Note Ratings on Watch
NEXEN: S&P Affirms Ratings over Reserves Revisions Announcement
PARADIGM MEDICAL: Recurring Losses Raise Going Concern Doubt

OMNICARE INC: Board of Directors Declares Quarterly Cash Dividend
OMNOVA SOLUTIONS: Files Shelf Registration Statement with SEC
PARMALAT: Fitch Assesses Insolvency's Impact On Public CDOs
PENN TREATY: S&P Assigns Junk Rating to $14-Million 6.25% Notes
PG&E NATIONAL: NEG Turns to Morrison for Advice on FERC Matters

PHOTON CONTROL: Completes $2 Million Private Placement Financing
PLAINS ALL AMERICAN: Plans to Expand the Basin Pipeline System
PMA CAPITAL: Fitch Drops Senior Debt Rating Down 2 Notches to B-
PRIMEDIA INC: Fourth-Quarter Results Swing-Up to Positive Zone
PRIMUS TELECOMMS: Dec. 31 Balance Sheet Upside-Down by $96 Million

RADIOLOGIX INC: S&P Revises Low-B Ratings' Outlook to Negative
RESOURCE AMERICA: Fitch Withdraws B- Senior Unsec. Notes' Rating
RESPONSE BIOMEDICAL: Brings-In Stan Yakatan as New Director
RUSSEL METALS: S&P Raises Credit Rating to BB on Solid Financials
QWEST COMMS: Completes $1.8BB Debt Offering & New $750MM Revolver

SOLUTIA INC: Reports 6% Price Increase on Nylon Carpet Fiber
SOTHEBY'S HOLDINGS: GE Extends Up to $200MM Financing Commitment
SPIEGEL GROUP: January 2004 Net Sales Climb 27% to $98 Million
S&S FIRE SUPPRESSION: Case Summary & 20 Largest Unsec. Creditors
TECO ENERGY: Walking Away from Union and Gila River Power Stations

TECO ENERGY: Look for Fourth-Quarter and FY 2003 Results Today
TENFOLD CORP: Completes Asset Purchase Transaction with Redi2
TREASURY INT'L: Says Cash Sufficient to Maintain Short-Term Ops.
TRITON CDO: S&P Hatchets Class B Rating to Junk Level
UNUMPROVIDENT: AM Best Assigns Neg. Outlook to Low-B Debt Ratings

US AIRWAYS: Inks Pact Reducing & Withdrawing Allegheny Claims
VENTAS INC: Completes ElderTrust Acquisition for $184 Million
WEIRTON: Judge Friend Okays Global Settlement Pact with US Steel
WESTERN WIRELESS: Artisan Entities Declare 6.6% Equity Stake
WORLD AIRWAYS: Dec. 31 Net Capital Deficit Narrows to $6.7 Mill.

WORLD AIRWAYS: Zazove Associates Discloses 35.6% Equity Stake
WORLDCOM INC: Taps Wilson Elser's Services as Special Counsel
ZENITH NAT'L: AM Best Affirms Unit's bb Subordinated Debt Rating

* Jonathan Yellin Joins Charles River Assoc. as VP/General Counsel
* Sheppard Mullin Brings-In Edward C. Duckers as Partner in SF

* BOND PRICING: For the week of February 9 - 13, 2004

                          *********

360NETWORKS: Committee Sues Spartan Building to Recoup $1.5 Mil.
----------------------------------------------------------------
Spartan Building Corp. received a $1,513,197 preferential
transfer from 360networks (USA) inc. on April 6, 2001.

Peter D. Morgenstern, Esq., at Bragar Wexler Eagel & Morgenstern,
LLP, in New York, asserts that:

   (a) the Transfer was made to Spartan for or on account of an
       antecedent debt 360networks owed before the Transfer was
       made;

   (b) Spartan was a creditor at the time of the Transfer;

   (c) the Transfer was made while the Debtors were insolvent;
       and

   (d) by reason of the Transfer, Spartan was able to receive
       more than it would otherwise receive if:

       -- these Cases were cases under the Chapter 7 of the
          Bankruptcy Code;

       -- the Transfer had not been made; and

       -- it received payments of the debts in a Chapter 7
          proceeding in the manner the Bankruptcy Code
          specified.

The Debtors, on March 26, 2002, asked Spartan to return the
Transfer.  Spartan refused.

Thus, the Official Committee of Unsecured Creditors, on the
Debtors' behalf, asks the Court to:

   (a) declare that the Transfer is avoidable pursuant to
       Section 547 of the Bankruptcy Code;

   (b) pursuant to Sections 547 and 550, declare that Spartan
       must pay at least $1,513,197, representing the amount it
       owed to the Debtors, plus interest from the date of the
       Demand Letter as permitted by law;  

   (c) pursuant to Section 502(d), provide that any and all
       claims Spartan filed against 360networks will be
       disallowed until it repays in full the Transfer, plus all
       applicable interest; and  

   (d) award to the Committee all costs, reasonable attorneys'
       fees and interest.  

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber  
optic communications network products and services worldwide. The
Company filed for chapter 11 protection on June 28, 2001 (Bankr.
S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on
October 1, 2002, and emerged from chapter 11 on November 12, 2002.  
Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, represent the Company before the Bankruptcy
Court.  When the Debtors filed for protection from its creditors,
they listed $6,326,000,000 in assets and $3,597,000,000 in
liabilities. (360 Bankruptcy News, Issue No. 62; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


3D SYSTEMS: Will Publish Q4 & FY 2003 Results on March 10, 2004
---------------------------------------------------------------
3D Systems Corporation (Nasdaq:TDSC) will release its fourth
quarter and full-year 2003 financial results on Wednesday, March
10, 2004 at 1:30 p.m. PST (4:30 p.m. EST). To access the call,
dial 877/613-8341 (or 706/679-7620 from outside the United
States). The call can also be accessed via the 3D Systems Web site
at http://www.3dsystems.com/  

A recording will be available two hours after completion of the
call for seven days. To access the recording, dial 800/642-1687
(or 706/645-9291 from outside the United States) and enter
5401584, the conference call ID number. The recorded webcast will
also be available at http://www.3dsystems.com/  

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.

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.


ADELPHIA COMMS: Equity Committee Wants to File Competing Plan
-------------------------------------------------------------
The Official Committee of Equity Security Holders of Adelphia
Communications Corporation filed a motion in the United States
Bankruptcy Court for the Southern District of New York seeking to
terminate the Debtors' exclusive periods to file a plan of
reorganization and to solicit acceptances for such a plan.

Terminating exclusivity would enable the Equity Committee to
propose its own chapter 11 plan providing for the auction and sale
of the operating assets in an open, fair and competitive process
in order to maximize recoveries for all of Adelphia's
constituencies.

"The Debtors owe a fiduciary duty to creditors and shareholders.
To fulfill that duty, management and the Debtors' current board of
directors are required to do everything possible to maximize the
value of estate assets," stated the Equity Committee's filing.
"[T]he highest and best use of those assets will be realized in an
auction sale . . . [A] sale of Adelphia's operating assets is
likely to result in proceeds billions of dollars in excess of the
Company's debt."

According to the Equity Committee's filing, Adelphia's board of
directors and management has failed to consider a sale
alternative, which the Equity Committee believes would maximize
the value of Adelphia's assets and could enable the company to
make a multi-billion dollar distribution to existing shareholders.

"While a stand-alone plan of reorganization of the type
contemplated by the Debtors would ensure that members of senior
management will retain their jobs and maximize their incentive
compensation, it would not maximize the value of the Debtors'
estates," according to the Equity Committee's filing. "The
Debtors' senior management has unambiguously demonstrated its
indifference, if not hostility, toward Adelphia's shareholders, to
whom they owe an unequivocal fiduciary duty."

The Debtors claim that Adelphia is insolvent, which the Equity
Committee vigorously disputes. The Equity Committee believes that
Adelphia is uniquely situated for a successful sale in the current
market.

"Public cable companies sold over the past five years have been
acquired at an average of 36 percent premium over their market
capitalization. In Adelphia's case, the premium could be
significantly higher because of the negative effect of bankruptcy
on the price of Adelphia's securities, and the unique nature and
size of its subscriber base," according to a declaration filed by
Paul Kagan, founder and former Chairman and CEO of Kagan World
Media and Senior Analyst for Kagan Media Appraisals.

Mr. Kagan identified Time Warner, Inc., Comcast Corporation and
Cox Communications, Inc., among others, as natural candidates to
acquire Adelphia.

The Equity Committee believes that a sale will generate proceeds
that exceed the Company's current market capitalization by a
significant premium, and will be well in excess of Adelphia's
legitimate debt -- providing for a full recovery for creditors and
a very significant recovery for shareholders.

"A bankruptcy auction of Adelphia's operating assets, free and
clear of all encumbrances, would yield billions of dollars above
the face value of the Company's debt," stated Mr. Kagan.

The Debtors have filed four previous motions to extend the
Exclusive Periods. The most recent order extended the Exclusive
Proposal Period through February 17, 2004, and the Exclusive
Solicitation period through April 20, 2004.

The Equity Committee is made up of major investors in Adelphia and
represents shareholders in the bankruptcy proceedings. None of the
Equity Committee members are affiliated with the Rigas family. The
current members of the Equity Committee include: Citizens
Communications Co.; AIG DKR Sound Shore Funds, Stamford,
Connecticut; Blue River Capital LLC, New York; and Highbridge
Capital Corp., New York. The Equity Committee is represented by
Bragar Wexler Eagel & Morgenstern, LLP, led by Peter D.
Morgenstern, Esq., a partner in the firm's New York office.


AEGIS COMMS: Arranges Wells Fargo $25 Million Revolving Facility
----------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS) a
marketing services company that enables clients to make customer
contact efforts more profitable, recently signed a $25 million,
three year revolving line of credit with Wells Fargo Foothill,
part of Wells Fargo & Company (NYSE: WFC).

The proceeds from the line of credit will be used for general
working capital purposes and financing the Company's growth
strategy.  Herman Schwarz, Aegis' President and Chief Executive
Officer commented, "We are excited to complete this financing and
look forward to a long relationship with Wells Fargo Foothill.  
The new facility will meet our working capital needs, enabling us
to consider future opportunities."

Additionally, the Company made an announcement regarding a soon
expected information statement to be circulated to its
stockholders that in connection with the investment in the Company
on November 5, 2003, by Deustche Bank AG-London and Essar Global
Limited, holders of a majority of the outstanding shares of the
Company's voting stock approved, by written consent, (1) an
amendment to the Company's certificate of incorporation to
increase the number of shares of Common Stock the Company is
authorized to issue from 200,000,000 to 800,000,000, and (2) an
amendment to the Series F Preferred Stock Certificate of
Designation to, among other things, increase the number of shares
of Common Stock into which each share of Series F Preferred may be
converted.  These amendments will take effect after the  
circulation by the Company of an information statement to its
stockholders, in accordance with Section 14(c) of the Securities
Exchange Act of 1934, as amended, and Rule 14c-2 promulgated
thereunder.  The Company announced that it anticipates shortly
filing a preliminary copy of this information statement with the
Securities and Exchange Commission and circulating the definitive
information statement to its stockholders as soon as practicable
after applicable waiting periods.

Aegis Communications Group, Inc., is a marketing services company
that shows companies how to make customer care and acquisition
more profitable.  Aegis' services are provided to a blue chip,
multinational client portfolio through a network of client service
centers employing approximately 3,700 people and utilizing over
4,600 production workstations.  Further information regarding
Aegis and its services can be found on its Web site at
http://www.aegiscomgroup.com/

At September 30, 2003, Aegis Communications' balance sheet shows a
total shareholders' equity deficit of about $60 million.


AES CORP: S&P Changes Outlook on Low-B & Junk Ratings to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services changed its outlook on The AES
Corp. to stable from negative.

At the same time Standard & Poor's affirmed its 'B+' corporate
credit rating on AES, its 'BB' rating on AES' senior secured
exchange notes, its 'B-' rating on AES' senior unsecured and
subordinated debt, and its 'CCC+' rating on AES' preferred stock.

"The outlook revision reflects AES' success in addressing several
of Standard & Poor's credit concerns over the past year, including
execution of its asset sale program and related debt reduction,
strengthening liquidity, reduction of near-term maturities,
restructuring of its Brazilian businesses, and renewed access to
the capital markets," said credit analyst Scott Taylor.

AES' corporate credit rating incorporates its planned further debt
reduction in 2004. The corporate credit rating on AES is based on
the creditworthiness of the AES parent company, which receives
dividend streams from its equity investments in a diverse
portfolio of energy assets. The rating is not based on the
consolidated creditworthiness of the AES family of companies, as
is typical of most other Standard & Poor's ratings. Standard &
Poor's has made this analytical judgment based on AES' extensive
use of nonrecourse project financing, limited interdependency
between the individual business units, and AES' history of
abandoning its equity investments when the economics of the stand-
alone business unit dictate that abandonment is the best decision.

Standard & Poor's remains concerned about the negative trend in
subsidiary distributions, especially given that projections for
this year include fairly sizable distributions from Venezuela ($60
million), Nigeria ($45 million) and Argentina ($35 million), and
nonrecurring cash flow from AES Gener S.A. In addition, 2003
distributions included non-recurring distributions from Hawaii and
Chigen. However, this is mitigated at the rating level by AES'
planned continued debt reduction and the expectation of larger
dividends from IPALCO Enterprises Inc.

AES' corporate credit rating continues to reflect the risks of its
reliance on jurisdictions where considerable regulatory and
operating uncertainties exist for substantial cash flows to
support its parent level debt and its history of aggressive
development and continued weak credit measures.

These risks are tempered by the diversification of AES' portfolio,
a stable base of cash flow coming from its contractual generation
businesses and a regulated utility, and a history of strong
operations at its generation and distribution businesses. AES'
revamped management team has demonstrated a commitment to
restoring AES' credit quality, navigated the company through a
liquidity crisis, and voiced a desire to be more disciplined in
its investment decisions.


AHOLD USA: Appoints Executive Team to Integrate Grocery Chains
--------------------------------------------------------------
Bill Grize, President and CEO of Ahold USA, announced further
steps in the integration of its Stop & Shop and Giant Landover
companies into a single operating arena, based in Quincy,
Massachusetts, with the appointment of the Executive Team for the
new combined organization.

Marc Smith, currently the President and Chief Executive Officer of
Stop & Shop, will assume the role of President and Chief Executive
Officer of the new organization, reporting to Bill Grize.

Reporting directly to Mr. Smith will be Jose Alvarez, Senior Vice
President of Supply Chain, Maureen McGurl, Executive Vice
President of Human Resources, Barry Berman, Executive Vice
President of Sales and Marketing, Bill Holmes, Executive Vice
President of Operations, and Rick Picariello, Executive Vice
President and Chief Financial Officer.

Tom Hippler, current General Counsel for Stop & Shop, will be
assuming the role of General Counsel for Ahold USA Retail
reporting to Bill Grize and Peter Wakkie, Ahold/Netherlands Chief
Corporate Governance Counsel, and will support the new combined
Stop and Shop and Giant Landover organization.

Giant President and CEO Dick Baird, has announced his decision to
retire in July 2004 after more than thirty years of service with
Stop & Shop and Giant-Landover.  Mr. Baird will continue to lead
the Giant-Landover business and co-lead the company's integration
efforts until his retirement.

Current Giant Officers Jim Astuto, Executive Vice President, Store
Operations and Distribution, Bob Evans, Executive Vice President
and Chief Financial Officer and Bernie Ellis, Executive Vice
President, Merchandising will remain in their current positions
through the remainder of the year to support the integration.  
Astuto, Evans and Ellis will continue to report to CEO Baird.

Ann Weiser, Giant's Executive Vice President, Human Resources will
leave Giant at the end of February to assume a new role within
Ahold.

Ahold USA President and CEO Bill Grize commented, "The combination
of Stop & Shop and Giant-Landover with 2003 reported sales of
$15.4 billion creates a business that is capable of achieving
excellence locally and delivering greater value to our customers
and communities."

Commenting on this announcement, Ahold President and CEO Anders
Moberg said, "This is part of our stated commitment and strategy
to focus on generating value for customers.  The appointment of
this leadership team is one of the essential steps that will
enable us to bring these companies together and ultimately improve
our customer offering."

Ahold USA oversees approximately 1,300 supermarkets operated
through six retail companies in the United States.  As part of
Ahold's 'Road to Recovery' strategy announced on November 7, 2003,
a new business arena is in the process of being created to combine
the administrative and managerial functions of Stop & Shop, Boston
Massachusetts and Giant Food LLC in Landover, Maryland and locate
them in the Boston area.  As announced on January 20, 2004,
Ahold's U.S. retail headquarters functions will also be co-located
within this arena.

                           *    *    *

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

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


AIR CANADA: Amends Terms of Deutsche Standby Agreement
------------------------------------------------------
As previously reported, Trinity Time Investments Inc. reached an
agreement with Deutsche Bank Securities Inc. to amend the terms
of the Standby Purchase Agreement.  The agreement is embodied in
Amendment No. 1 to the Standby Purchase Agreement.

               Conduct of Rights Offering

The Amendment contemplates that, as soon as practicable after the
Applicants file of a plan of arrangement or compromise with the
CCAA Court, Air Canada will offer the Rights to the Eligible
Holders pursuant to the Plan Disclosure Documents, in accordance
with or pursuant to exemptions from the Securities Laws.  
Deutsche Bank will act as the exclusive standby purchaser for the
Rights Offering and Air Canada will sell to Deutsche Bank all of
the un-subscribed Rights Offering Shares at the DB Standby
Amount.  The DB Standby Amount equals:

      (i) the Subscription Price multiplied by the number of
          un-subscribed Rights Offering Shares after giving
          effect to the Overallotment; plus

     (ii) any Premium associated with the un-subscribed Rights
          Offering Shares.

The offer of the Rights to the Eligible Holders will include an
oversubscription mechanism -- the Overallotment.  The aggregate
gross proceeds of the Rights Offering and the Private Equity
Investment will equal or exceed $1,000,000,000.

                       Standby Commitment

As the exclusive standby purchaser, Deutsche Bank agrees to
purchase all of the un-subscribed Rights Offering Shares -- after
giving effect to the Overallotment -- at a purchase price equal
to the DB Standby Amount.  Deutsche Bank acknowledges that any
Eligible Holder that does not exercise its Rights and subscribe
for the Rights Offering Shares will receive a cash payment from
Air Canada equal to a creditor's pro rata portion of the Premium.

                   Oversubscription Mechanism

The Rights Offering will include an oversubscription mechanism
for a number of Rights Offering Shares, which will equal 1/2 of
the un-subscribed Rights Offering Shares after giving effect to
(i) a disputed claims protocol and (ii) the initial election of
the Creditors in the Rights Offering, exclusive of the
Overallotment elections.

Creditors (i) who hold Claims as of the Record Date and (ii) who
elected to participate in the Rights Offering initially will be
entitled to participate in the Overallotment on a pro rata basis,
based on the amount of that Creditor's Allowed Claim in relation
to the aggregate amount of Allowed Claims of all Creditors who
are permitted to and elect to participate in the Overallotment.

The election to subscribe for Rights Offering Shares in the
Overallotment must be made at the time of election to participate
in the Rights Offering.  To properly elect to participate in the
Rights Offering and the Overallotment, a Creditor must deliver
the applicable funds in accordance with the Plan, which will
provide for payment within [____] days of the approval of the
Plan by the CCAA Court.

Creditors who elect to participate in the Overallotment will be
required to pay a purchase price for Rights Offering Shares
acquired in the Overallotment equal to (i) the Subscription Price
multiplied by the number of shares, plus (ii) any Premium
associated with the number of shares.

                       Payment of Fees

In consideration of the payment of fees and expenses incurred by
Deutsche Bank in connection with the preparation, execution and
delivery of the Standby Purchase Agreement, and the contemplated
transactions, Air Canada will pay Deutsche Bank on the Closing
Date:

      (i) 1.5% of the DB Standby Amount, excluding any Premium;
          and

     (ii) 1.5% of the Subscription Price of Rights Offering
          Shares acquired by the Air Canada creditors pursuant
          to the Overallotment, excluding any Premium.

                   Resolving Disputed Claims

Air Canada will use reasonable efforts to settle, or obtain
adjudication on, disputed or otherwise unresolved Claims before
the Record Date.  Creditors who hold any disputed or otherwise
unresolved claims will be entitled to participate in the Rights
Offering in accordance the Disputed Claims Protocol.

The mechanism for resolving Disputed Claims and allowing those
Disputed Claims to participate in the Rights Offering will be
consistent with these principles:

   (1) The aggregate $450,000,000 Rights Offering will be divided
       into to two tranches:

       * one tranche representing a percentage to be determined
         of the total aggregate amount of the Rights Offering
         -- Undisputed Tranche -- that will be offered on a pro
         rata basis to all creditors holding Allowed Claims; and

       * one tranche representing a percentage to be determined
         of the total aggregate amount of the Rights Offering
         -- Disputed Tranche -- that will be offered on a pro
         rata basis to all creditors holding disputed claims.

       The aggregate amounts of the Undisputed Tranche and the
       Disputed Tranche will be determined on a pro rata basis
       at the time of election by the creditors;

   (2) Any amount of the Disputed Tranche not exercised by
       Disputed Creditors will pass to and become part of the
       Undisputed Tranche and offered on a pro rata basis among
       exercising Allowed Creditors;

   (3) The remaining aggregate amount of the Disputed Tranche
       -- that is, that amount for which Disputed Creditors will
       have made an election to participate in the Right
       Offering -- will not be part of, and will be reduced
       from, the initial Rights Offering;

   (4) The exercising Allowed Creditors and Deutsche Bank, as
       the Standby Purchaser, will, together, pay to Air Canada
       an amount equal to the Undisputed Tranche at Closing;

   (5) Each exercising Disputed Creditor will fund an amount
       equal to its pro rata portion of its disputed claim to all
       disputed claims into an escrow account to be administered
       by an independent third party who will manage and
       adjudicate the disputed claims process pending resolution;

   (6) The shares corresponding to the Disputed Tranche will be
       issued by Air Canada, but held in escrow by the
       Administrator pending the resolution of the disputed
       claims process;

   (7) The Administrator will endeavor to resolve the disputed
       claims with the Disputed Creditors as quickly as
       reasonably possible.  On the date that the claims are
       resolved, the Administrator will distribute to the
       Disputed Creditor

       * that portion of shares, if any, that corresponds to an
         Allowed Claim, and to Air Canada the amount of funds, if
         any, that corresponds to the shares distributed to the
         Disputed Creditor; and

       * the amount of funds, if any, held that corresponds to
         the disallowed claim, and to Air Canada the related
         shares.

                         Termination

Trinity and Deutsche Bank also agree that Deutsche Bank may
terminate the Standby Purchase Agreement in the event:

     -- Air Canada fails to file the Plan with Court on or
        before March 1, 2004.  In this case, Deutsche will have
        10 Business Days to exercise its right to terminate
        the Agreement or that right to terminate will be
        deemed waived; or

     -- Trinity fails to perform all of its funding obligations
        as set forth in the Private Equity Investment Agreement
        on or before May 31, 2004. (Air Canada Bankruptcy News,
        Issue No. 26; Bankruptcy Creditors' Service, Inc.,
        215/945-7000)


AIR CANADA: Trinity Proposes to Reform Pensions & Benefits Program
------------------------------------------------------------------
Trinity, Air Canada's new equity investor, held separate meetings
with the airline's management and pension stakeholder
representatives to present for the first time their plan for
funding the pension deficit. They also presented a plan for
reforming Air Canada's pensions and benefits programs going
forward. While preservation of the existing benefits structure
has been the company's clearly expressed objective, the new equity
investor is concerned about the volatility inherent in the
Company's Defined Benefit Plan going forward.

While Trinity has re-confirmed its full support of the funding
proposal Air Canada made to OSFI (Office of the Superintendent of
Financial Institutions Canada) and the pension representatives on
October 27, 2003, it has proposed a transition to a defined
contribution plan, a growing trend among large North American
companies. Trinity's plan would not affect current Air Canada
retirees. In addition, employees with 60 or more in combined age
and service would have the option of remaining with the current
Defined Benefit Plan. All other employees would move to a defined
contribution program while keeping their accrued rights under the
Defined Benefit Plan.

Trinity's proposal also called for the cost sharing of certain
employee benefits to be phased in over five years.


AIR CANADA: Workers & Retirees Refuse Trinity's Pension Proposal
----------------------------------------------------------------
Representative of Air Canada's mainline union, management and
retirees met with representatives of Trinity Time Investments.
Trinity proposed dramatic changes to Air Canada's defined benefit
pension plans including the introduction of significant defined
contribution elements.

The employee and retiree groups told Trinity that they have no
legal status to make any pension proposal and they would not
negotiate with the equity investor. Trinity was told that their
proposal is contrary to the collective agreements negotiated with
Air Canada in May of 2003 under a Court sanctioned process. The
employee and retiree groups also expressed concern that Trinity
did not make its intentions known during its participation in the
equity solicitation and approval process.

The employee and retiree groups have been trying to conclude
negotiations with Air Canada on pension solvency issues but have
been unsuccessful because of delays by the Company. The employee
group made it clear to Trinity that they will not agree to any
changes in their pension plans and that Air Canada is legally
unable to propose and further changes. The group also made it
clear that it will take all steps necessary to ensure that Air
Canada lives up to its agreement to maintain the defined benefit
plan for all Air Canada employees.

            Employees Call On Air Canada To Meet

The employee and retiree group calls on Air Canada to meet
immediately to resolve the pension solvency funding issues and
move the restructuring process forward.


ALLEGHENY ENERGY: Board Member Frank A. Metz, Jr., Retires
----------------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) announced that Frank A. Metz,
Jr., 70, a member of the Board of Directors since 1984, has
announced his retirement, effective today.

Michael H. Sutton was appointed by the Board of Directors to fill
the term of Mr. Metz, which is to expire in 2005.

Mr. Metz is a former Senior Vice President and Director of
International Business Machines Corporation. He has also served as
a Director of Monsanto Company and Norrell Corporation and
currently serves as a Director of Solutia, Inc.

"I would like to thank Frank for his dedicated leadership and
service to our Company as a director over the last 20 years. Both
the Board of Directors and Allegheny Energy appreciate his many
contributions and guidance. I wish him the best in his
retirement," said Paul J. Evanson, Chairman and CEO of Allegheny
Energy.

Mr. Sutton was Chief Accountant of the Securities and Exchange
Commission (SEC) from 1995 to 1998, serving as the principal
advisor to the commission on accounting and auditing matters with
responsibility for formulating commission policy on financial
accounting and reporting by public companies. Previously, he was
National Director, Accounting and Auditing Professional Practice,
of Deloitte & Touche and a senior partner in the firm.

Presently, Mr. Sutton is an independent consultant concentrating
on accounting and auditing regulation and related professional
issues. He has lectured at the Graduate School of Business of the
College of William & Mary, and, in 2003, he was elected to the
Board of Trustees of the MainStay Funds.

"I am delighted to welcome Mike Sutton to Allegheny's Board. With
his broad experience in regulatory and corporate financial
matters, including his tenure at the SEC, he is the perfect
candidate to provide us with strong independent guidance in facing
Allegheny's many challenges," Mr. Evanson said.

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'.


AMERCO: Obtains Clearance to Execute Two Commitment Letters
-----------------------------------------------------------
The AMERCO Debtors sought and obtained the Court's authority to
execute:

   (a) a commitment letter dated December 1, 2003 with Canyon
       Capital Advisors LLC, as purchaser; and

   (b) a commitment letter dated December 4, 2003 with Double
       Black Diamond Offshore LDC and Black Diamond Offshore Ltd
       -- the Carlson Funds.

The Commitment Letters provide, among other things, that the
Debtors will issue, and CCA and the Carlson Funds will each
purchase $15,000,000 of Term Loan B Notes in connection with the
consummation of the Plan.  Thus, the closing of the note issuance
contemplated by the Commitment Letters will enable the Debtors to
ensure that at least $30,000,000 in Term Loan B Notes are placed
with independent investors.

The principal terms of the Commitment Letters are:

A. Issuer

   Amerco

B. Guarantors

   All Amerco U.S. affiliates and subsidiaries will guarantee
   all of Amerco's performance and payment obligations, with the
   exception of Republic Western Insurance Company, Oxford Life
   Insurance Company and SAC Holding Corporation.

C. Issuance

   CCA and the Carlson Funds will each receive $15,000,000 in
   Term Loan B Notes pursuant to the note purchase agreement and
   the Plan, and subject to an indenture.

D. Closing

   The Commitment Letters will expire if the contemplated
   transactions are not consummated on or before March 1, 2004.

E. Maturity

   The Term Loan B Notes matures five years from date of
   issuance.

F. Security

   The Term Loan B Notes will be secured by perfected second
   liens and security interests on substantially all of the
   assets of Amerco and the Guarantors as provided in the Exit
   Facility.  The liens and security interests will not attach
   to any assets that are not collateral under the Exit Facility.

G. Use of Proceeds

   To fund the Plan and provide working capital and for general
   corporate purposes.

H. Interest

   The Term Loan B Notes bear interest at a 9% annual rate,
   payable quarterly in arrears.  In the event of a default, the
   applicable interest rate on the Term Loan B Notes will
   increase by 2%.

I. Payment Premiums

   The Term Loan B Notes will bear these payment premiums:

   (a) prior to and including the first anniversary -- not
       callable;

   (b) after the first anniversary but prior to the second
       anniversary -- 105.5% of par;

   (c) after the second anniversary but prior to the third
       anniversary -- 104.5% of par;

   (d) after the third anniversary but prior to the fourth
       anniversary -- 101.0% of par; and

   (e) after the fourth anniversary -- at par.

J. SEC Registration

   The Term Loan B Notes issued to the Noteholders will be
   issued as a private placement pursuant to SEC Regulation D.
   Amerco will offer to exchange the Term Loan B Notes pursuant
   to a registered exchange offer filed with the SEC within 60
   days of closing and effective within 90 days thereafter so
   that the Term Loan B Notes will become part of a public and
   freely tradable $200,000,000 issuance thereafter.  Failure to
   offer the exchange will result in a 0.25% increase annual
   interest rate for the first quarter or portion thereafter
   during the failure and 0.5% for each quarter or portion
   thereof thereafter up to a maximum increase of 2.0%.

K. Fees and Costs

   The Debtors will pay these fees and costs to each of the
   Noteholders under the Commitment Letters:

   (a) a $100,000 commitment fee to be paid on the date the
       Commitment Letters are executed;

   (b) a $300,000 closing fee on the date the Note Purchase
       Agreement is closed;

   (c) a $150,000 work fee to be paid on the date of execution
       of the Commitment Letters to cover the time and third
       party expenses incurred by the Noteholders in connection
       with the Note Purchase Agreement; and

   (d) a $75,000 break-up fee to be paid to the Noteholders if
       the Note Purchase Agreement is not closed before
       March 1, 2004 or the Debtors engage in any discussions or
       negotiations with another investor to obtain an
       alternative transaction with respect to that
       contemplated by the Commitment Letters prior to April 1,
       2004.

L. Events of Default

   The Note Purchase Agreement and Indenture will include
   customary events of default, including, without limitation:

   (1) payment default,
   (2) failure to perform covenants,
   (3) breach of representations and warranties,
   (4) cross defaults,
   (5) initiation of bankruptcy proceedings,
   (6) failure of liens, and
   (7) the existence of judgments or attachments.

M. Indemnification

   The Note Purchase Agreement will contain customary
   indemnification provisions in favor of the Noteholders.

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities. (AMERCO Bankruptcy News, Issue No.
20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN FINANCIAL: Will Publish Q4 & FY 20003 Results on Thursday
------------------------------------------------------------------
American Financial Group, Inc. (NYSE: AFG) expects to release its
2003 fourth quarter and full year results on Thursday,
February 12, 2004 before 9:30am ET. The earnings release will be
available shortly thereafter on AFG's Web site at
http://www.amfnl.com/

In conjunction with its earnings release, AFG will hold a
conference call to discuss 2003 results at 11:30 am ET that day.
There are two alternative communication modes available to listen
to the call.

                      Over the Telephone

Telephone access will be available by dialing 1-800-946-0782.
Please dial in 5 to 10 minutes prior to the scheduled start time.
A replay of the call will also be available two hours following
the completion of the call, at around 2:30 p.m. and will run until
8:00 p.m. on February 19, 2004. To listen to the replay, dial 1-
888-203-1112 and provide the confirmation code 700193.

                     Live on the Internet

The conference call will also be broadcast live over the Internet.
To listen to the call via the Internet, go to AFG's website,
www.amfnl.com , and follow the instructions at the Webcast link.
The archived webcast will be available immediately after the call
on AFG's website until Thursday, February 19, 2004 at 11:59 pm.

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


AMF BOWLING: S&P Assigns B Rating to Planned $175-Mil. Facility
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' rating to AMF
Bowling Worldwide Inc.'s proposed $175 million senior secured
credit facility due 2009. A recovery rating of '3' was also
assigned to the proposed credit facility, indicating a meaningful
recovery of principal (50%-80%) in the event of a default.

In addition, a 'CCC+' rating was assigned to the proposed $150
million senior subordinate notes due 2010. At the same time,
Standard & Poor's affirmed its ratings on AMF Bowling, including
its corporate credit rating of 'B', and removed them from
CreditWatch.  The outlook is stable.  Pro forma for the pending
transactions, the Richmond, Virginia-based bowling center operator
had total debt outstanding of $284.7 million at Dec. 28, 2003.

The rating actions weigh Code Hennessy & Simmons LLC's acquisition
of AMF Bowling for $135 million in cash, the $325 million of
proceeds from both the credit facility and subordinate notes, and
$250 million from a sale-leaseback transaction.  The acquisition
is expected to close during the first quarter of 2004.

The ratings reflect the secular decline in bowling and
considerable contraction in the demand for bowling products, which
could hamper the company's cash flow growth and improvement in key
credit ratios over the near term. These factors are only partly
offset by AMF Bowling's strong position in the bowling center and
equipment industries, a minimal degree of business diversity, and
the company's significantly reduced debt burden and amortization
requirements. AMF Bowling is the world's largest owner and
operator of bowling centers in a highly fragmented industry. Price
increases and ancillary revenues have helped stabilize bowling
center performance, despite falling league participation and
heightened dependence on the less predictable, albeit higher-
margin, open bowling business. The company's operations are still
under pressure from the declining popularity of bowling.
Nevertheless, AMF Bowling derives the preponderance of its
revenues and cash flow from its U.S. bowling center operations.  
The bowling equipment business remains soft as no significant new
markets have emerged, increasing the company's business risk
profile and general concerns about the unit's growth prospects
over the near term.


APARTMENT INVESTMENT: Look for Fourth-Quarter Results on Thursday
-----------------------------------------------------------------
Apartment Investment and Management Company (NYSE: AIV) will
release its Fourth Quarter 2003 operating results after the market
closes on February 12, 2004.  Although the timing of the release
has changed, the time of the conference call remains unchanged.

Aimco (Fitch, BB+ Preferred Share Rating, Negative) is a real
estate investment trust headquartered in Denver, Colorado owning
and operating a geographically diversified portfolio of apartment
communities through 19 regional operating centers.  Aimco, through
its subsidiaries, operates approximately 1,685 properties,
including approximately 300,000 apartment units, and serves
approximately one million residents each year.  Aimco's properties
are located in 47 states, the District of Columbia and Puerto
Rico.  Aimco common shares are included in the S&P 500.


ARIZONA MEDICAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Arizona Medical Buildings LLC
        6049 East Highway 90
        Sierra Vista, Arizona 85635

Bankruptcy Case No.: 04-00227

Chapter 11 Petition Date: January 20, 2004

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks PC
                  110 South Church Avenue #2270
                  Tucson, AZ 85701
                  Tel: 520-623-8330
                  Fax: 520-623-9157

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Arizona Medical Buildings reports that it has no unsecured
creditors that not insiders within the definition of 11 U.S.C.
Sec. 101 or secured lenders holding deficiency claims.


ATA AIRLINES: January 2004 Revenue Passenger Miles Slide-Up 9.4%
----------------------------------------------------------------
ATA Airlines, Inc., the principal subsidiary of ATA Holdings Corp.
(Nasdaq: ATAH), reported that January scheduled service traffic,
measured in revenue passenger miles, increased 9.4 percent on 19.5
percent more capacity, measured in available seat miles, compared
to 2003.  ATA's January scheduled service passenger load factor
decreased 5.6 points to 60.7 percent, and passenger enplanements
grew by 5.9 percent compared to 2003.  ATA enplaned 811,819
scheduled service passengers in January.

ATA Holdings Corp. common stock trades on the NASDAQ Stock Market
under the symbol "ATAH."  As of January 31, 2004, ATA has a fleet
of 32 Boeing 737-800s, 15 Boeing 757-200s, 12 Boeing 757-300s, and
6 Lockheed L-1011s.  Chicago Express Airlines, Inc., the wholly
owned commuter airline based at Chicago-Midway Airport, operates
17 SAAB 340Bs.

ATA -- whose corporate credit is rated by Standard & Poor's at
'B-' -- is the nation's 10th largest passenger carrier, based on
revenue passenger miles and operates significant scheduled
services from Chicago-Midway, Indianapolis, St. Petersburg, Fla.
and San Francisco to over 40 business and vacation destinations.
Stock of the Company's parent company, ATA Holdings Corp.
(formerly known as Amtran, Inc.), is traded on the Nasdaq stock
market under the symbol "ATAH." For more information about the
Company, visit the Web site at http://www.ata.com/


ATLANTIC COAST: Reports 11.1% Increase in January 2004 Traffic
--------------------------------------------------------------
Atlantic Coast Airlines (Nasdaq: ACAI) reported preliminary
consolidated passenger traffic results for January 2004.
Systemwide, the company generated 211.1 million revenue passenger
miles, an 11.1 percent decrease over the same month last year,
while available seat miles were 370.0 million, a 3.1 percent
decrease. Load factor was 57.1 percent versus 62.3 percent in
January 2003. For the month, 537,537 passengers were carried, a
13.4 percent decrease over the same month last year.

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

The common stock of parent company Atlantic Coast Airlines
Holdings, Inc. is traded on the Nasdaq National Market under the
symbol ACAI. For more information about ACA, visit our website at
http://www.atlanticcoast.com/ For more information about  
Independence Air, visit its "preview" site at http://www.flyi.com/


AURORA: R2 Top Hat Demands Pro-Rata Share of Leverage & Sales Fees
------------------------------------------------------------------
On November 1, 1999, Aurora Foods, Inc. and J.P. Morgan Chase
Bank, formerly known as The Chase Manhattan Bank, as
Administrative Agent, entered into a Fifth Amended and Restated
Credit Agreement.  Sea Coast Foods, Inc. is an obligor or
guarantor of Aurora's obligations under the Credit Agreement.

R2 Top Hat, Ltd. is a lender under the terms of the Credit
Agreement.  R2 Top Hat is an exempted company organized and
existing under the laws of Cayman Islands, which maintains an
office in Hamilton, Bermuda.

R2 Top Hat holds 36% or $235,500,000 of the funded debt under the
Credit Agreement as of January 16, 2004.  Pursuant to the Credit
Agreement, certain modifications to the Credit Agreement cannot
be made absent the unanimous, written consent of all the Lenders.  
Among the potential modifications requiring the unanimous,
written consent are modifications that decrease the amount or
postpone the payment of any fees payable to the Lenders under the
Credit Agreement.  The Credit Agreement provides, in pertinent
part, that:

     "any . . . amendment, modification, termination, waiver or     
     consent which postpones the date on which any . . . fees are   
     payable [or] . . . decreases . . . the amount of any fees
     payable hereunder . . . will be effective only if evidenced
     by a writing signed by or on behalf of all Lenders to whom
     are owed Obligations being directly affected by the
     amendment, modification, termination, waiver or consent."

                   The Fee-Creating Amendments

On June 27, 2002, the parties amended the Credit Agreement.  The
June 27, 2002 Amendment provides that, in the event Aurora did
not meet certain economic goals stated in the Agreement, Aurora
would be obligated to pay the Administrative Agent, for
distribution to the Lenders, an "Excess Leverage Fee," to be
calculated pursuant to a negotiated formula.  The Excess Leverage
Fee incorporated into the Credit Agreement by the June 27, 2002
Amendment was, and is, a fee subject to the terms of the Credit
Agreement so that the Lenders' unanimous, written consent to
which the fee is to be paid was, and is, required before the fee
may be reduced or the payment postponed.

On February 21, 2003, the Credit Agreement was again amended.  
Among other things, the February 21, 2003 Amendment modified the
formula under which the Excess Leverage Fees was calculated so as
to increase the fee amount.  In addition, the February 21
Amendment provides that, in the event Aurora did not receive
revenues meeting or exceeding a target amount through asset sales
by February 10, 2004, Aurora would be obligated pay an "Asset
Sale Fee" to the Lenders calculated pursuant to a specified
formula.  The Asset Sale Fee incorporated into the Credit
Agreement by the February 21, 2003 Amendment was, and is, subject
to the terms of the Credit Agreement so that the Lenders'
unanimous, written consent to which fee was to be paid was, and
is, required before the fee may be reduced or the payment
postponed.  

Under the February 21, 2003 Amendment, the Excess Leverage Fee
was deemed to be earned by the Lenders on the effective date of
the Amendment and payable on September 30, 2003, to the extent
not forgiven, consistent with the terms of the Credit Agreement.  
Similarly, under Section 2(d) of the February 21, 2003 Amendment,
the Asset Sale Fee was deemed to be earned by the Lenders on the
earlier of February 10, 2004 or on the occurrence of any Event of
Default, as defined in the Credit Agreement.  An Event of Default
occurred on the filing of the Debtors' Chapter 11 petitions.  
Consequently, the Asset Sale Fee was earned as of December 8,
2003.

As of January 16, 2004:

   -- $23,000,000 in Excess Leverage Fee is due and owing to the
      Lenders.  Of the amount, $8,300,000 is due R2 Top Hat; and

   -- $11,000,000 in Asset Sale Fee is due and owing to the
      Lenders.  Of the amount, $4,000,000 is due R2 Top Hat.

              The Purported Fee Reduction Agreement

On October 9, 2003, JPMorgan, purportedly acting in its role as
Administrative Agent under the Credit Agreement, and Aurora
entered into an instrument styled "Amendment and Forbearance."  
The October 9, 2003, Amendment and Forbearance Agreement purported
to reduce the aggregate amount of the Excess Leverage Fee and
Asset Sale Fee by substituting a combined "Excess Leverage and
Asset Sale Fee" capped at $15,000,000.  The fee reduction
accomplished by the October 9, 2003 Amendment and Forbearance
Agreement was in exchange for Aurora's discharging of its
obligations under the Credit Agreement by March 31, 2004, and, in
the event of a bankruptcy, for Aurora's deeming, under its plan
of reorganization, those obligations fully allowable and not
subject to any remedies available under the bankruptcy law.  The
October 9, 2003 Amendment and Forbearance Agreement provides, in
pertinent part, that:

     "[the] Excess Leverage and Asset Sale Fee will be reduced
     to $15,000,000 with the remainder forgiven if (1) the Payoff
     Date and the payment in full and in cash in accordance with
     the terms of this Agreement of all Obligations, including
     the Excess Leverage and Asset Sale Fee, occurs on or prior
     to March 31, 2004 and (2) in the event that the payment of
     the Obligations, including the Excess Leverage and Asset
     Sale Fee, is made pursuant to a plan of reorganization in a
     bankruptcy case in respect of the Loan Parties, the plan of
     reorganization provides that the Obligations will be deemed
     allowed in full in an amount determined solely in
     accordance with the terms of this Agreement, without any
     defense, set-off or counterclaim being recognized in
     respect thereof, including any defense, if any, based upon
     Section 502(b)(2) of the Bankruptcy Code, or otherwise."

The Amendment and Forbearance Agreement works to reduce the
amount of, and postpone the payment of these fees.  The Amendment
and Forbearance Agreement was not evidenced by a writing signed
by or on behalf of all Lenders owed Obligations being directly
affected by the amendment.

Steven K. Kortanek, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers, LLP, in Wilmington, Delaware, relates that R2 Top Hat did
not consent to the reduction in amount and postponement of
payment of the Excess Leverage Fee and Asset Sale Fee that
purportedly was accomplished by the Amendment and Forbearance
Agreement.  Consequently, the October 9, 2003 Amendment and
Forbearance Agreement, insofar as it purports to reduce or
postpone payment of fees otherwise payable to the Lenders under
the Credit Agreement, violates the express terms of the Credit
Agreement and is neither binding nor enforceable as to R2 top
Hat.  Despite the unambiguous prohibition of a reduction in the
amount, or postponement of payment, of fees absent the Lenders'
unanimous written consent established by the Credit Agreement,
the Debtors contend that the fee reduction and payment
postponement provisions of the Amendment and Forbearance
Agreement are both binding and enforceable against the Lenders,
including R2 Top Hat.

In this regard, R2 Top Hat asks the Court to declare that:

   (a) under the provisions of the Credit Agreement, as amended
       by the February 21, 2003, Amendment and June 21, 2002,
       Amendment, it is entitled to its pro rata share of the
       Excess Leverage Fee and the Asset Sales Fee; and

   (b) the October 9, 2003, Amendment and Forbearance Agreement,
       insofar as it purports to reduce or postpone payment of
       fees payable to the Lenders under the Credit Agreement, is
       neither binding nor enforceable.

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)   


AVVAA WORLD: Unit Closes Buy-Out of Mystic's Bath & Body Business
-----------------------------------------------------------------
On January 2, 2004, pursuant to an Asset Purchase Agreement and
Addendum between Mind Your Own Skin Products, Inc., a British
Columbia Company which is a wholly owned subsidiary of AVVAA World
Health Care Products, Inc.; 594360 BC Ltd., a British Columbia
Company doing business as Mystic Mountain Body and Spa Products
and Ronald James Reynolds, an individual who is the sole
shareholder of the Mystic and is a party for the purpose of
jointly and severally covenanting with Mystic to indemnify the
Company, MYOSP acquired all of the assets of Mystic's business of
manufacturing, wholesale selling and retail selling of bath, skin
and body products and aromatherapy products under the firm name
and style of Mystic Mountain Body and Spa Products in
consideration for the payment of a total of Canadian $100,000. The
payment of Canadian $100,000 was paid in the following manner: a
promissory note for Canadian $15,000 due and payable on
January 31, 2004 and the balance of Canadian $85,000 based on a
promissory note due and payable on March 15, 2004.

Through this Agreement the Company acquired the following assets:

     (a) The leasehold property, interests therein and the
         improvements, appurtenances and fixtures thereon;

     (b) The equipment, furnishings, supplies, floor coverings and
         wall coverings;

     (c) All inventories including product inventory, product
         label inventory, bottle and closure inventory and product
         ingredients;

     (d) The benefit of, including all deposits after the time of
         Closing and income earned after the time of Closing from
         all bookings, contracts, agreements, engagements,
         arrangements and unfilled orders received by Mystic and
         forward commitments to purchase made by Mystic in
         connection with Mystic's Business, and all other
         contracts, engagements or commitments, whether written
         or oral, to which Mystic is entitled in connection with
         Mystic's Business, and in particular all right, title and
         interest of Mystic in, to and under the material
         agreements and contracts;

     (e) Mystic's customer/client list;

     (f) All right and interest of Mystic to all registered and
         unregistered trade marks, patents, product formulas,
         product procedures, all other formulas and procedures,
         trade or brand names, copyrights, designs, restrictive
         covenants and other industrial or intellectual property
         used in connection with Mystic's Business, including but
         not so as to limit the generality of the foregoing the
         name "Mystic Mountain Body and Spa Products", the name
         "Mystic Mountain Boutique", the name "Mystic Mountain",
         the Mystic Mountain trade mark registered in the Canadian
         Intellectual Property Office under number TMA550631, the
         world wide web site, domain names, information, sales and
         marketing materials and intellectual property described
         at the world wide web site at and all other intellectual
         property;

     (g) The goodwill of Mystic's Business and the right of the
         Company to represent itself as carrying on Mystic's
         Business in continuation of and in succession to Mystic
         and the right to use the name "Mystic Mountain" or
         "Mystic Mountain Body and Spa Products" or any variation
         or variations thereof as part of, or in connection with,
         Mystic's Business;

     (h) The telephone numbers and facsimile numbers (including
         the telephone number 1-866-558-4252) and e-mail address
         or addresses (including of Mystic's Business;

     (i) All operating stores or supplies used to carry on
         Mystic's Business;  

     (j) The following Books and Records: means true copies of all
         books, records, files, documents and other written,
         electronically maintained or computer assessed
         information relating to the Business or the Assets which
         are in Mystic's or Reynolds' possession or control,
         including the following:

     (a) lists of customers and suppliers (past, present and
         potential);

     (b) pricelists;

     (c) records with respect to productions, engineering, product
         development, costs, inventory, and equipment;

     (d) advertising matter, catalogues, correspondence, mailing
         lists, photographs, sales materials and records,
         purchasing materials and records;

     (e) personnel records of employees whose employment will be
         continued with the Company;

     (f) media materials and plates;

     (g) sales order and purchaser order files;

     (h) information from accounting, tax files relating to goods
         and services tax or social services tax, and litigation
         files reasonably requested by the Purchaser from time to
         time;

     (i) plans, specifications, surveys, construction contracts,
         and other materials relating to the Leasehold Property;
        
     (j) correspondence files (including  correspondence relating
         to discounts,  rebates, future  commitments,  product  
         returns,  production  errors,  standards  of  any
         relevant Governmental Authority, social service taxes,
         goods and services taxes, environmental  legislation  and
         fitness and service  warranties  relating to the Assets);
         and,

     (k) other records used in or required to continue the
         Business as heretofore and presently being conducted by
         the Vendor.

Pursuant to the Agreement, Mystic and Reynolds jointly and
severally covenanted and agreed with the Company that they will
not for a period of 2 years from the date of this Agreement,
either individually or in partnership or jointly or in conjunction
with any person or persons, including, without limitation, any
individual, firm, association, syndicate, company, corporation or
other business enterprise, as principal, agent, shareholder,
officer, employee or in any other manner whatsoever carry on or be
engaged in or be concerned with or interested in or advise or
permit its or their name or names to be used or employed by any
person or persons, including, without limitation, any individual,
firm, association, syndicate, company, corporation or other
business enterprise engaged in or concerned with or interest in
within Canada and the United States any business of manufacturing,
wholesale selling and retail selling of bath, skin and body
products and aromatherapy products or any part thereof presently
carried on by Mystic. Provided, however, that in the event that
the Company permanently ceases business operations and provided
such release does an adversely affect the financial position or
standing of the Company or its successors and assigns, the
Purchaser agrees that it will release Mystic and Reynolds from
this covenant.

In addition, pursuant to the Agreement, the Company entered into
an employment agreement with Mr. Reynolds and Mr. Reynolds was
appointed as the Vice/President of Manufacturing and Distribution
of the Company. Pursuant to his employment agreement with the
Company, Mr. Reynolds received 250,000 restricted shares of the
Company's common stock. Mr. Reynolds is a graduate in Chemical
Technology from SAIT in Calgary and a degree in Business
Administration from University of Alberta in Edmonton gives
academic support to the more than twenty five years of experience
in the Personal Care Industry. With manufacturing "hands
on" experience, company ownership and management, Ron brings a
multitude of expertise in formulating, manufacturing, distribution
and marketing of Herbal Supplements, Hair Care Products, Skin Care
Products, Bath and Spa Products for numerous multinational  
corporations.

The company's November 30, 2003, balance sheet reports a total
shareholder' equity deficit of $1 million.      


BNS COMPANY: Selling UK Property to Bath Road for GBP5.5 Million
----------------------------------------------------------------
BNS Co. (OTCBB:BNSXA) entered into an agreement to sell its real
estate holdings in the UK for 5.5 million British Pounds to Bath
Road Holdings Limited, a privately held UK company.

The property consists of approximately 86.5 acres of undeveloped
land adjacent to Heathrow Airport. Through 2003, the property was
operated as a gravel extraction and landfill facility by an
independent third party. However, by the end of 2003 the gravel
had been depleted and the facility is currently operated solely as
a landfill. The transaction will be in the form of a sale of the
stock of the Company's UK subsidiary that holds title to the
property and the sale of the Company's note receivable from the UK
subsidiary. There will also be a post-closing adjustment for the
subsidiary's net working capital at the time of closing.

This transaction represents the sale of substantially all of the
Company's operating assets and as such is subject to shareholder
approval, which will be sought at a special meeting of
shareholders. The preliminary proxy statement is expected to be
filed later this month, and the Board will later set the date for
the special meeting.

The sale price for the property was determined in a bidding
process that involved a number of interested parties. The Board of
Directors is recommending that shareholders approve this
transaction based on the bidding process results, the fairness
opinion of the Company's UK property brokers, the current strength
of the British Pound exchange rate and the fit of this transaction
with the Company's exploration of strategic alternatives, as
discussed below.

                     Strategic Alternatives

The sale of the Company's UK holdings is part of the previously
announced plans of the Company to sell its remaining assets and
then liquidate. In September 2003 the Company hired Legacy
Partners, a New York based investment banking firm, to explore
this and other strategic alternatives, including seeking a merger
or acquisition partner. This has proved to be a complicated
process, especially in the case of a company such as BNS where
there exists contingent liabilities relating to past products and
activities that cannot yet be reliably quantified.

At the annual meeting in July 2003 the Company's CEO outlined a
number of possible strategic paths the Company could follow. They
included the following (updated to reflect current thinking):

1. Continuing as a public company, efficiently managing or
   liquidating the remaining assets and liabilities of the
   Company, and eventually dissolving the corporation. This path,
   would involve considerable costs for on-going public company
   disclosure and reporting compliance. It also would likely
   involve a delay in liquidating and dissolving the Company until
   existing legal claims are settled, thus leaving the Company
   exposed to further claims in the future. This is primarily
   because, under Delaware corporate law, claims can continue to
   be filed against a dissolved Company for a period of three
   years or more. If the Company does not dissolve, these claims
   could continue for an indefinite period.

2. Taking the Company private through a form of self-tender for
   the outstanding shares of the Company. The intention would be
   to reduce the number of shareholders, and there-by eliminate
   the costs of public company reporting requirements. The Company
   could then continue to manage or liquidate its remaining assets
   and liabilities as a private company or pursue other
   activities.

3. Taking the Company private through a merger or cash tender
   offer for the outstanding shares of the Company from an
   unrelated third party. The proceeds thus received by the
   existing shareholders would be in place of distributions, and
   would be taxed only to the extent that they had no capital
   losses but capital gains above the basis of their stock,
   subject to holding period requirements.

4. Sell the UK property, dissolve the Company and transfer the
   assets to a liquidating trust, pay or make provisions for
   payment of, the remaining liabilities of the Company, both
   actual and contingent, and make provisions for contemplated
   distributions to shareholders.

The Board and its advisors are also considering the additional
strategic path of continuing the Company as a going concern after
the sale of the UK property for some period of time while
continued efforts are made to resolve any contingent product
liability claims. During this time the Company would continue to
explore the other strategic alternatives of merger (or other
change in control transaction) or some type of liquidation.

Under each of these scenarios, there may be one or more
distributions to shareholders. However, there can be no assurance
of distributions. Each of these paths involves a certain amount of
risk associated with the ultimate realizable value of the
remaining assets and the magnitude of the contingent liabilities.
There are varying levels of risk, both to shareholders and to
directors, officers, and potential future trustees, concerning the
amount and timing of any distributions to shareholders. Each path
would require either a vote of approval at a meeting of
shareholders, or a decision by individual shareholders to tender
shares.

The Company has had discussions with several parties concerning
potential merger or acquisition proposals, but to date has not
reached any agreement primarily due to the presence of contingent
product liability claims. In the absence of such an agreement, the
Board of Directors believes that the interests of shareholders are
best served by selling the UK property now, in what it believes to
be a favorable transaction, regardless of which strategic path is
ultimately selected.

             Contingent Product Liability Claims

The presence of contingent liabilities poses a complication for
each of the above scenarios. As previously disclosed, the Company
is subject to the filing of claims and lawsuits relating to past
products manufactured by the Company and other business
activities. Most of these suits are toxic tort claims resulting
primarily from the use of small internal seals that allegedly
contained asbestos and were used in small fluid pumps manufactured
by the Company's former pump division, which was sold in 1992.
There have also been tort claims brought by owners and users of
machine tools manufactured and sold by a division that was sold in
1993, and a few miscellaneous claims relating to employment
activities, environmental issues, sales tax audits and personal
injury claims. The Company has insurance coverage, but in general
the coverage available has limitations. The Company expects that
it will continue to be subject to additional toxic tort claims in
the future. As a matter of Delaware law the directors are required
to take the probability of future claims into consideration and
provide for final resolution of them in any liquidation strategy.

The claims relating to the former pump division pose the most
uncertainty. The Company has limited information concerning the
number and location of pumps manufactured and, therefore, is
unable to estimate the aggregate number of claims which might be
filed in the future, which is necessary in order to reliably
estimate any financial exposure. This product line was introduced
in the late 1800's. The materials alleged to contain asbestos were
used for an undetermined period of time ending in the late 1960's.
The claims relate to exposure to this asbestos material. The
Company sold its pump division in 1992 but remains subject to
claims related to products manufactured prior to that date.

Since 1994 the Company has been named as a defendant in a total of
369 known claims (as of February 3, 2004) relating to these pumps.
In many cases these claims involve more than 100 other defendants.
Fifty-four of those claims were filed prior to December 31, 2001.
However, in 2002 the Company was named in 98 additional claims; in
2003 there were a total of 192 new claims filed; and the Company
has received notice of another 25 claims thus far in 2004. In
2002, 42 claims were settled for $30,000 exclusive of attorney's
fees, and in January a plaintiff's attorney agreed to settle one
claim for $500 and file for dismissal in another 67 claims. There
are currently 259 claims that are open and active. However, under
certain circumstances some of the settled claims may be reopened.

The Company believes it has significant defenses to any liability
for toxic tort claims on the merits. It should be noted that, to
date, none of these toxic tort claims have gone to trial and
therefore there can be no assurance that these defenses will
prevail. Settlement and defense costs to date have been
insignificant. However, there can be no assurance that the number
of future claims and the related costs of defense, settlements or
judgments will be consistent with the experience to date of
existing claims.

It has become apparent that the uncertain prospect of additional
toxic tort claims being asserted in the future, and the impact of
this uncertainty on the valuation of the Company, has had and will
continue to have, at least for the short term, some adverse
effects on the Company's ability to determine prospective
distributions to shareholders or to negotiate a satisfactory
merger or other change in control transaction with a third party.
These claims also affect the ability of the Company to carry out a
fairly rapid liquidation proceeding, either through a dissolution,
formation of a liquidating trust and liquidation proceedings in
the Chancery Court in Delaware, or in a Chapter 11 federal
bankruptcy reorganization proceeding, both of which would involve
provisions for payments to creditors and contemplated
distributions to stockholders.

                         Next Steps

The UK agreement contains representations by the Company and
certain indemnifications that survive the closing. Subject to
compliance with closing conditions, the sale of the UK subsidiary
is expected to close shortly after shareholder approval is
obtained at the special meeting to be announced. The Company plans
to invest the net proceeds of the sale, along with the remaining
net proceeds from the sale of the its Rhode Island property in
August 2003, in debt instruments that are permitted without being
required to register as an "investment company" under the
Investment Company Act of 1940. The investment earnings thus
generated would be applied to the funding of its operating costs
as well as the costs of exploring other strategic alternatives.


BUDGET GROUP: BRACII Plan Administrator's Rights & Duties
---------------------------------------------------------
The Budget Group Debtors' First Amended Plan provides for the
appointment of the BRACII Plan Administrator.  The BRACII Plan
Administrator will retain and have all the rights, powers and
duties necessary to carry out the responsibilities of Reorganized
BRACII under the Plan.  These rights, powers and duties will
include, among others:

   (a) to the extent the BRACII Plan Administrator deems
       necessary or prudent, investing the funds in the
       BRACII Administrative Claims Reserve in:

         (i) direct obligations of the United States of
             America or obligations of any agency or
             instrumentality thereof, which are guaranteed by
             the full faith and credit of the United States
             of America;

        (ii) short-term obligations of the United States
             Treasury and repurchase agreements fully
             collateralized by obligations of the United States
             Treasury, including funds consisting solely or
             primarily of the obligations and repurchase
             agreements;

       (iii) money market deposit accounts, checking accounts,
             savings accounts or certificates of deposit, or
             other time deposit accounts that are issued by a
             commercial bank or savings institution organized
             under the laws of the United States of America or
             any state thereof; or

        (iv) any other investments that may be permissible under
             Section 345 of the Bankruptcy Code or any order of
             the Bankruptcy Court entered in the Debtors'
             Chapter 11 cases;

   (b) calculating and paying:

         (i) all distributions to be made from the BRACII
             Administrative Claims Reserve in accordance with
             the Plan and the Allocation Settlement Agreement to
             holders of BRACII Administrative Claims that are
             not UK Administration Claims, BRACII Priority Tax
             Claims, BRACII Priority Non-Tax Claims;

        (ii) the fees and expenses of the BRACII Plan
             Administrator and its professionals; and

       (iii) any obligation of Reorganized BRACII to pay
             quarterly fees to the Office of the United States
             Trustee;

   (c) making and filing tax returns for Reorganized BRACII;

   (d) seeking determination of tax liability under Section 505
       of the Bankruptcy Code, if necessary;

   (e) prosecuting the BRACII Litigation Claims, including
       avoidance actions belonging to Reorganized BRACII under
       Sections 544, 545, 547, 548, 549 and 553 of the
       Bankruptcy Code;

   (f) prosecuting turnover actions belonging to Reorganized
       BRACII under Sections 542 and 543 of the Bankruptcy Code;

   (g) dissolving Reorganized BRACII, as and when directed by
       UK Officeholder, following consummation of the BRACII
       CVA; and

   (h) taking any and all other actions necessary or appropriate
       to administer the BRACII Administrative Claims Reserve.

The BRACII Plan Administrator will be compensated from the funds
in the BRACII Administrative Claims Reserve as set forth in the
Allocation Settlement Agreement.  Any professionals retained by
the BRACII Plan Administrator will likewise be entitled to
reasonable compensation for services rendered and reimbursement
of expenses incurred from the BRACII Administrative Claims
Reserve.  The payment of the fees and expenses of the BRACII Plan
Administrator and its retained professionals will be made in the
ordinary course of business and will not be subject to the
approval of the Bankruptcy Court.

Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the BRACII Plan
Administrator will be authorized to obtain all reasonably
necessary insurance coverage for itself and its agents,
representatives, employees or independent contractors.

From and after the Effective Date, Mr. Morton says, the BRACII
Plan Administrator will be solely responsible for the claims
reconciliation process with respect to the allowance and payment
of any and all Claims that are to be satisfied from the BRACII
Administrative Claims Reserve pursuant to the Plan or the
Allocation Settlement Agreement and will be authorized:

   (a) to object to any Administrative, Priority Tax or Priority
       Non-Tax Claims filed or asserted against BRACII; and

   (b) pursuant to Rule 9019(b) of the Federal Rules of
       Bankruptcy Procedures and Section 105(a) of the
       Bankruptcy Code, to compromise and settle any and all
       Disputed Administrative, Priority Tax and Priority
       Non-Tax Claims filed or asserted against BRACII without
       further Court order.  

Reorganized BRACII and the Estate of BRACII will, to the fullest
extent permitted by the laws of the State of Delaware, indemnify
and hold harmless the BRACII Plan Administrator, the UK
Officeholder, and the BRACII Plan Administrator's, UK
Officeholder's and Reorganized BRACII's agents, representatives,
professionals and employees from and against and with respect to
any and all liabilities, losses, damages, claims, costs and
expenses, including but not limited to attorneys' fees, arising
out of or due to their actions or omissions, or consequences of
such actions or omissions, other than actions or omissions
resulting from the BRACII Indemnified Party's willful misconduct
or gross negligence, with respect to Reorganized BRACII and the
Estate of the BRACII or the implementation or administration of
the Plan and the BRACII CVA.  To the extent Reorganized BRACII
and the Estate of BRACII indemnify and hold harmless the BRACII
Indemnified Parties, the legal fees and related costs incurred by
counsel to the BRACII Plan Administrator or UK Officeholder in
monitoring and participating in the defense of the claims giving
rise to the right of indemnification will be paid out of the
BRACII Administrative Claims Reserve.

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


CABLE DESIGN: S&P Keeps Watch on Ratings over Merger Announcement
-----------------------------------------------------------------
On Feb. 5, 2004, Standard & Poor's Ratings Services said today
that it put its 'BB' corporate credit rating and other ratings on
Cable Design Technologies Inc on CreditWatch with negative
implications. The action follows the announcement that CDT is
merging with Belden Inc (unrated), a manufacturer of cable and
wire products for electronics and communications markets. CDT
is a manufacturer of cable and wire products for networking and
specialty industry applications.

The transaction has been announced as a merger of equals. The
newly combined company, with annual revenues of approximately $1.3
billion, will have a broader product line and will attempt to
deliver cost-savings benefits resulting from greater scale. The
transaction is expected to be completed before the end of the
second quarter of 2004.

Standard & Poor's will evaluate the impact of the merger on
profitability, cash-flow generation, and debt protection. "The
credit review will focus on factors such as the presence of more
commodity-like product lines in the product mix of the new company
compared with stand-alone CDT, along with other considerations
including the financial policies of the new management team," said
Standard & Poor's credit analyst Joshua G. Davis. Standard &
Poor's expects that the impact of merger on the credit rating, if
any, likely will be limited to one notch.


CALPINE CORP: Agrees to Sell Up to 500 MW of Power to Cleco
-----------------------------------------------------------
Calpine Corporation's (NYSE: CPN) wholly owned subsidiary, Calpine
Energy Services, LP, reached an agreement with Cleco Power LLC to
supply the Louisiana utility with up to 500 megawatts of power.
The one-year agreement, beginning January 2005, includes delivery
of 200 megawatts of power around the clock. Once approved by state
regulators, this agreement will provide Cleco's customers with a
cost-competitive supply of clean, reliable power. Cleco Power,
which serves more than 260,000 customers across Louisiana, is the
regulated utility of Cleco Corp. (NYSE: CNL; PCX).

Diana Knox, Calpine senior vice president, marketing & sales,
said, "Our agreement with Cleco Power further demonstrates how
Calpine and competitive power markets are helping utilities across
the country diversify their power portfolios, improve reliability,
better manage risk and lower costs for their customers.
Electricity is a vital product, and we value Cleco's confidence in
Calpine's ability to meet its growing energy needs in a dependable
and environmentally responsible manner."

CES will supply power to Cleco Power from the 1,160-megawatt
Acadia Energy Center, just south of Eunice, La., in Acadia Parish.
The Acadia Energy Center entered operations in August 2002 and is
owned by Calpine and Cleco Midstream Resources LLC, a wholly owned
subsidiary of Cleco Corp. Calpine provides operations and
maintenance services for the project.

The Acadia power plant generates electricity using natural gas-
fired combustion turbines in combination with a steam turbine,
making it up to 40 percent more fuel-efficient than older-
technology plants. And the plant emits 99 percent less smog-
producing nitrogen oxides than the average U.S. fossil-fueled
power plant.

Cleco Corp. is an energy services company headquartered in
Pineville, Louisiana. It operates a regulated electric utility
that serves customers across Louisiana. The company also operates
a wholesale energy business that has approximately 2,100 megawatts
of generating capacity. For more information about Cleco Corp.,
visit http://www.cleco.com/.

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a leading
North American power company dedicated to providing electric power
to wholesale and industrial customers from clean, efficient,
natural gas-fired and geothermal power facilities. The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom. Calpine is also the world's largest producer of renewable
geothermal energy, and owns or controls approximately one trillion
cubic feet equivalent of proved natural gas reserves in the United
States and Canada. The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN. For
more information about Calpine, visit http://www.calpine.com/.


CALPINE CORP: Will Commence Offerings to Refinance CCFC II Debt
---------------------------------------------------------------    
Calpine Corporation's (NYSE: CPN) wholly owned subsidiary Calpine
Generating Company, LLC, formerly Calpine Construction Finance
Company II, LLC, intends to commence offerings of approximately
$2.3 billion of secured term loans and secured notes.  The
offerings will include approximately $1.3 billion of non-recourse
First Priority Secured Institutional Term Loans and approximately
$1.0 billion of non-recourse Second Priority Secured Notes.  The
final principal amounts of the two offerings, and their respective
maturity dates, will be determined by market conditions.

CalGen intends to use the net proceeds from the offerings to
refinance amounts outstanding under the $2.5 billion CCFC II
credit facility, which matures in November 2004.  Current
outstanding indebtedness and letters of credit under the CCFC II
credit facility total approximately $2.3 billion. CalGen also
expects to establish a $200 million, three-year revolving credit
facility, which is expected to be used for, among other things,
the costs to complete CalGen's power generation facilities that
are still under construction.

CalGen and its wholly owned subsidiaries will own 14 power
generating facilities located throughout the United States, 11 of
which are in commercial operation and 3 of which are in advanced
stages of construction.  The term loans, secured notes and
revolving credit facility described above will in each case be
secured, through a combination of stock pledges and direct asset
liens, by CalGen's power generating facilities and related assets,
and the lenders' recourse will be limited to such security.  It is
anticipated that the holders of the term loans and the revolving
credit lenders will share a first-priority security position.  The
holders of the secured notes will receive a second-priority
security position.  None of the indebtedness will be guaranteed by
Calpine Corporation.

The First Priority Secured Institutional Term Loans will be placed
in the institutional term loan market.  The Second Priority
Secured Notes will be offered in a private placement under Rule
144A, have not been registered under the Securities Act of 1933,
and may not be offered in the United States absent registration or
an applicable exemption from registration requirements.  This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy.  Securities laws applicable to
private placements under Rule 144A limit the extent of information
that can be provided at this time.

Calpine (S&P, CCC+ Senior Unsecured Convertible Note and B Second
Priority Senior Secured Note Ratings, Negative Outlook) is a fully
integrated power company that owns and operates electricity
generating facilities and natural gas reserves. The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom. Calpine also owns nearly 900 billion cubic feet
equivalent of natural gas reserves, Calpine focuses its
marketing and sales activities on securing power contracts with
load-serving entities. The company has in-depth expertise in every
aspect of power generation from development through design,
engineering and construction management, into operations, fuel
supply and power marketing. Founded in 1984, Calpine is publicly
traded on the New York Stock Exchange under the symbol
CPN. For more information about Calpine, visit
http://www.calpine.com/


CALPINE: Year-End Earnings Call Update Reset to February 26, 2004
-----------------------------------------------------------------    
Calpine Corporation (NYSE: CPN), a leading North American power
company rescheduled its year-end 2003 earnings conference call to
February 26, 2004 due to conflicting schedules relating to its
recently announced intent to commence offerings to refinance its
CCFC II debt.

The conference call to discuss the financial and operating results
for the three and twelve months ended December 31, 2003 will now
take place on Thursday, February 26, 2004, at 8:30 a.m. Pacific
Standard Time.  To participate via the teleconference (in listen-
only mode), dial 1-888-603-6685 at least five minutes before the
start of the call.  In addition, Calpine will simulcast the
conference call live via the Internet.  The web cast can be
accessed and will be available for 30 days on Calpine's Investor
Relations page at www.calpine.com.
    
Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a leading
North American power company dedicated to providing electric power
to wholesale and industrial customers from clean, efficient,
natural gas-fired and geothermal power facilities.  The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom.  Calpine is also the world's largest producer of
renewable geothermal energy, and owns or controls approximately
one trillion cubic feet equivalent of proved natural gas reserves
in Canada and the United States.  The company was founded in 1984
and is publicly traded on the New York Stock Exchange under the
symbol CPN.  For more information about Calpine, visit the
company's web site at http://www.calpine.com/.


CENTIV: Acquires All Issued Capital Stock of Beijing Multimedia
---------------------------------------------------------------
CENTIV, INC. (NASDAQ:CNTV), filed a current report on Form 8-K
with the U.S. Securities and Exchange Commission providing
additional details on recent activity.

On January 29, 2004 Centiv, Inc., announced that it has entered
into a Stock Purchase Agreement with Eagle Treasure Limited under
which it will acquire all of the issued capital stock of Eagle's
subsidiary, Beijing Multimedia Limited.

Beijing Multimedia owns or has the rights to acquire a part of the
net operating profits interest in the joint advertising activities
of CITIC Cultural & Sports Industry Co. Ltd.

CITIC Cultural & Sports Industry Co. Ltd. is a company
incorporated in China specializing in cultural and media
businesses, and its principal businesses include: film production
and distribution, television drama and program production and
distribution, subway and railway advertising, magazine and
newspaper publication, and sports and entertainment businesses.

CITIC Group is one of the largest conglomerates in Asia, with
total asset value of approximately US$70 billion at the close of
fiscal 2003. CITIC Cultural & Sports Industry Co. Ltd. is an
affiliate of CITIC Group.

CNTV said that based upon the preliminary independent valuation of
the business interest being acquired, Beijing Multimedia has a
discounted present value from US$40 million to US$80 million, and
is expected to contribute US$20 million a year, pre-tax cash flow
to CNTV.

The transaction documents are set out in the current Form 8-K and
requires CNTV to issue 20,250,000 shares of its $.001 par value
common stock in the name of Eagle Treasure, a company incorporated
in the British Virgin Islands in exchange for the entire 202,500
shares of the issued and paid up share capital of Beijing
Multimedia. Further, CNTV is required to assume certain pre-
existing obligations of Beijing Multimedia to issue certain fees
shares and stock options. Beijing Multimedia will continue as a
wholly owned subsidiary of CNTV.

In anticipation of closing of the transaction, the holders of a
majority of the voting power of CNTV's Series B Convertible
Preferred Stock appointed Patrick Ma to fill the vacancy on CNTV's
board created by the resignation of director, Thomas Pennell, on
December 22, 2003. Thereafter, John Larkin, Tom Mason, and Len
Finelli resigned as directors. Patrick Ma filled the vacancies on
CNTV's board created by the resignations of John Larkin, Tom
Mason, and Len Finelli with Shawn Mak, Lau Kwok Hung, and Hu Bing.
Following the change in management, on February 2, 2004, CNTV
requested that its transfer agent issue 20,250,000 shares of its
$.001 par value common stock in the name of Eagle Treasure. The
shares were delivered to CNTV's counsel, pending compliance with
Delaware law, SEC Rules and Regulations and CNTV's listing
agreement with the Nasdaq Stock Market, Inc.

The resignations were not because of any disagreements with CNTV
over its operations, policies or practices.

As a result of the transaction, Eagle Treasure will control CNTV
through its ownership of a majority 20,250,000 shares of common
stock of CNTV. In related transactions, holders of CNTV Series B
Convertible Preferred Stock sold approximately 80% of the Series B
Preferred shares to eight new investors and appointed Patrick Ma
to the board of directors.

In connection with the Beijing Multimedia acquisition, CNTV
created a wholly owned subsidiary, Centiv Services, Inc., a Nevada
corporation, to conduct its current U.S. based operations. The
acquisition of Beijing Multimedia and creation of Centiv Services
allows CNTV to act as a holding company for its business
operations. In the future, management intends to conduct CNTV's
operations solely through operating subsidiaries. Management
believes that the holding company structure will improve CNTV's
access to capital and provide additional opportunities to make
acquisitions in multimedia, publishing, and advertising.

Current management, including John Larkin and Tom Mason, former
President and Chief Financial Officer of CNTV, respectively,
assumed responsibility for Centiv Services, Inc., while new
officers and directors will manage CNTV under its newly adopted
the holding company structure.

As part of the transaction, CNTV amended and restated its stock
plan to reserve 10,000,000 new shares of common stock for future
issuance under existing and assumed stock options and for
incentive compensation to officers, directors, and professional
advisors. The Board renamed the 1997 Stock Option Plan, the 2004
Non-Qualified Stock Compensation Plan (the "Plan") and will
promptly file a registration statement covering the shares in the
Plan with the SEC.

On February 3, 2004, the Nasdaq Stock Market implemented a T-12
information trading halt on CNTV common stock and indicated that
trading on the Nasdaq Small Cap Market will remain halted until
CNTV has fully satisfied Nasdaq's request for additional
information, or until the company moves to the OTC Bulletin Board.
CNTV took steps to voluntarily delist its shares from the Nasdaq
Small Cap Market, to be effective at the close of trading on
Friday, February 6, 2004. In any event under Market Place Rule
4330(f) applicable to listed companies, it is likely that CNTV's
acquisition of Beijing Multimedia will be viewed by Nasdaq as a
Reverse Merger triggering the need to reapply for listing on the
Nasdaq, which shall delay the proposed transaction which the
Company's Board feels is in the best interests of CNTV and its
shareholders. By delisting CNTV is not required to comply with
Nasdaq's corporate governance requirements, however it has and
continues to comply with the requirements of its charter and the
corporate laws of Delaware. Further, by moving to the OTC Bulletin
Board, CNTV is not required to seek and obtain stockholder
approval to issue more that 20% additional equity in a single
transaction; it is not required to seek and obtain stockholder
approval before increasing the size of its stock compensation and
stock option plan; and, it is not required to seek and obtain
stockholder approval before completing the purchase of Beijing
Multimedia that resulted in a change in control and other material
senior management changes. The current directors and all
shareholders of the Series B Convertible Preferred Stock
represented by Patrick Ma have given their written consent to
these matters in lieu of formal shareholders meeting in accordance
with CNTV's charter and the corporate laws of Delaware. The
decision to delist is to ensure timely consummation of the
acquisition of Beijing Multimedia.

CNTV complies with the OTC : Bulletin Board requirements and is
expected to continue to trade in the Bulletin Board pending re-
application to the Nasdaq Stock Market, the American Stock
Exchange or other foreign exchanges.

Centiv, Inc. (NASDAQ: CNTV), headquartered in Vernon Hills, IL,
offers solutions for helping its clients efficiently and
effectively manage their temporary point-of-purchase signage
processes. Using Centiv's Web-based system, Clients gain market
flexibility while greatly increasing the effectiveness of their P-
O-P spending. Centiv is a registered trademark in the U.S. Patent
and Trademark Office. Additional information regarding Centiv,
Inc., may be obtained by contacting Centiv headquarters, 998
Forest Edge Drive, Vernon Hills, IL 60061. For more information on
the Company, visit its Web site at http://www.centiv.com/

                         *    *    *

                 Going Concern Uncertainty

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

"The [Company's] financial statements have been prepared in
conformity with accounting principles generally accepted in the
United States of America, which contemplate continuation of the
company as a going concern. As shown in the accompanying unaudited
financial statements, the Company sustained losses from operations
in 2002, and such losses have continued through the quarter ended
September 30, 2003.

"Recoverability of a substantial portion of the recorded asset
amounts shown in the accompanying balance sheet is dependent upon
the continued operations of the Company, which in turn is
dependent upon the Company's ability to obtain or generate
additional working capital.

"The financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should
the Company be unable to generate such additional working capital.

"The Company is currently evaluating all potential strategic
alternatives, including the sale of some or all of the business of
the Company, potential partnerships and the availability of
additional capital to fund operations.  Depending on the results
of these evaluations, the Company might determine that certain of
its long-lived assets will require an impairment charge in a
future period."


CKE RESTAURANTS: Will Present at 3 Investment Conferences in Feb.
-----------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) will be participating in three
upcoming investment conferences:  Citigroup 12th Annual High
Yield/Leverage Finance Conference, Roth Capital Partners 16th
Annual Growth Stock Conference and Bear Stearns 10th Annual
Retail, Restaurants & Apparel Conference.  Details about the
conferences and times when CKE Restaurants will present are as
follows:

     Citigroup 12th Annual High Yield/Leverage Finance Conference

     When:              February 8-11, 2004
     Where:             The St. Regis Aspen, Aspen, Colo.
     CKE Presentation:  Monday, February 9 at 10:10 a.m. CST.  
                        Andrew F. Puzder, president and CEO of
                        CKE, will present. Theodore Abajian,
                        executive vice president and CFO,
                        will also be in attendance.

     Roth Capital Partners 16th Annual Growth Stock Conference

     When:              February 16-19, 2004
     Where:             The St. Regis Monarch Beach Resort & Spa,
                        Dana Point, Calif.
     CKE Presentation:  Wednesday, February 18 at 9:00 a.m. PST.  
                        Andrew F. Puzder, president and CEO of
                        CKE, will present. Theodore Abajian,
                        executive vice president and CFO,
                        will also be in attendance.
     Webcast:           A Webcast of Mr. Puzder's presentation
                        will be made available at
                        http://www.vcall.com/CEPage.asp?ID=85720/

                  Bear Stearns 10th Annual Retail,
                  Restaurants & Apparel Conference

     When:              February 24-26, 2004
     Where:             Bear Stearns World Headquarters, New York,
                        N.Y.
     CKE Presentation:  Tuesday, February 24 at 1:30 p.m. EST.  
                        Andrew F. Puzder, president and CEO of
                        CKE, will present. Theodore Abajian,
                        executive vice president and CFO,
                        will also be in attendance.
     Webcast:           A Webcast of Mr. Puzder's presentation
                        will be made available at
                             
http://customer.nvglb.com/BEAR002/022404a_cy/default.asp?entity=cke

CKE Restaurants, Inc. (S&P, B Corporate Credit Rating, Negative),
through its subsidiaries, franchisees and licensees, operates over
3,200 restaurants, including 1,000 Carl's Jr. restaurants, 2,181
Hardee's restaurants, and 97 La Salsa Fresh Mexican Grills in 44
states and in 14 countries. For more information, go to
http://www.ckr.com/


CNH GLOBAL: Fourth-Quarter and FY 2003 Results Enter Positive Zone
------------------------------------------------------------------
CNH Global N.V. (NYSE: CNH) reported fourth quarter net income of
$29 million compared to a fourth quarter 2002 net loss of $4
million, excluding restructuring charges in both periods.

In the fourth quarter, the company took a $140 million
restructuring charge, net of tax, related to the execution of its
manufacturing rationalization plan. Including this restructuring
charge, the company recorded a fourth quarter 2003 net loss of
$111 million, compared to a net loss of $25 million, which
included restructuring charges of $21 million, in the fourth
quarter of 2002.

For the full year, CNH's net income of $30 million in 2003
compares favorably to a loss of $63 million in 2002, excluding
restructuring charges in both years, and excluding the cumulative
effect of a change in accounting principle in 2002 related to
goodwill impairment. Improved performance in the company's
Equipment Operations accounted for approximately $60 million of
the improvement, with Financial Services contributing the balance.
CNH's net loss was $157 million, or $1.19 per share, including
restructuring charges of $187 million, compared to a 2002 net loss
of $426 million, including restructuring charges of $38 million
and a $325 million cumulative effect of a change in accounting
principle.

"Last year was a pivotal time for CNH," Paolo Monferino, CNH
president and chief executive officer said. "We achieved our
primary objective to improve the bottom line by about $100 million
before restructuring charges; our construction equipment business
turned the corner; and our agricultural equipment business
successfully completed the most aggressive new product launch
program in our history. With the momentum we have generated
through the second half of 2003, we fully expect to deliver a
further improvement to the bottom line, excluding restructuring,
for 2004."

Fourth quarter sales of agricultural equipment. Net sales of
agricultural equipment increased to $1.885 billion for the
quarter, compared to $1.646 billion in the fourth quarter of 2002.
Net sales of agricultural equipment increased in the quarter
reflecting currency variations and strong sales of the company's
new line of combine harvesters across the three major markets of
North America, Europe, and Latin America.

Fourth quarter 2003 North American industry unit sales of
agricultural tractors improved across all segments, while industry
sales of combines declined in the quarter. In Europe, industry
sales of tractors and combines declined. Industry sales of
tractors were down significantly in Latin America but combine
sales rose significantly.

Total retail unit sales of CNH agricultural equipment increased in
the quarter, with the company's Case IH and New Holland brands
posting significant gains in combine sales for the three major
markets. In the North American over-40 horsepower tractor segment,
the company under-performed the market on an overall basis due to
limited availability of certain new models.

Fourth quarter sales of construction equipment. Net sales of
construction equipment were $798 million, up $33 million for the
quarter, due to currency variations and gains in wholesales in
North America, partly offset by declines in Europe. CNH under-
produced construction equipment retail demand by 17%.

Industry sales of heavy equipment increased worldwide led by
strong growth in Asia and North America. In Europe, industry sales
of heavy equipment were down slightly, while in Latin America
industry sales of heavy equipment were up slightly. Industry sales
of light equipment were up significantly in North America and up
slightly in Europe.

Retail unit sales of CNH construction equipment in North America
increased in every category, led by sales of heavy equipment.
Retail sales in Western Europe and Latin America declined.

Equipment Operations fourth quarter financial results. Fourth
quarter net sales of equipment were $2.683 billion, compared to
$2.411 billion for the same period in 2002. Net of currency
variations, sales increased slightly compared to the same period
last year.

CNH Equipment Operations' fourth quarter gross margin increased
year-over-year by $27 million. The company's agricultural business
benefited from improved volume and mix, the translation impact of
euro-denominated margins, and material cost savings, partially
offset by additional costs associated with the launch of new
products, especially in Europe. On the construction equipment
side, improved sales and pricing in North America, along with
manufacturing efficiencies across the board, more than offset
unfavorable volume and mix in other markets.

In the quarter, CNH Equipment Operations achieved an 8% year-over-
year reduction in SG&A costs, primarily due to the success of the
company's profit improvement initiatives. These savings, together
with the positive contribution of the construction equipment
business and the higher level of activity in the agricultural
equipment business, were the primary factors driving the company's
fourth quarter industrial operating margin of $103 million,
compared to $59 million in the fourth quarter of 2002.

In total, medical and pension costs for active employees and
retirees increased year-over-year by approximately $21 million in
the quarter.

Equipment Operations full year financial results. In 2003, CNH's
industrial operating margin rose to $381 million, compared to $262
million in 2002, an increase of 45%. Full year 2003 net sales of
equipment increased to $10.069 billion, compared to $9.331 billion
for the same period in 2002, mainly due to currency. CNH defines
industrial operating margin as net sales, less cost of goods sold,
SG&A, and Research and Development costs.

As a part of the Fiat (FIA.MI) relaunch plan, CNH's profit
improvement initiatives produced savings totaling $147 million in
2003. In addition, new products contributed about $78 million in
incremental profits for the year.

CNH Equipment Operations adjusted EBITDA was $501 million for 2003
compared to $420 million in the prior year. Interest coverage was
2.1 times for the full year 2003, compared to 1.4 times for the
same period last year.

Financial Services fourth quarter financial results. In the fourth
quarter of 2003, CNH Capital reported net income of $36 million,
compared to $27 million in the same period last year. The
improvement was due mainly to lower year-over-year bad debt
expenses and improved net interest margins.

Financial Services full year financial results. CNH Capital's net
income increased 55%, to $93 million in 2003, compared to a profit
of $60 million in 2002. The significant growth in the bottom line
performance of CNH Capital was due mainly to improved net interest
margins during the year. The continued run-off of the high-risk,
non-core portfolio, plus steady declines in past due and
delinquency rates in CNH Capital's core business, resulted in
lower bad debt expenses for the year. The total managed portfolio
at the end of 2003 increased by 10% compared to the December 31,
2002 level. In December 2003, Standard & Poor's raised its ratings
on eight subordinated tranches from seven previous CNH asset
backed securitization transactions.

Balance sheet. Equipment Operations net debt was $1.902 billion on
December 31, 2003, compared with $3.524 billion on December 31,
2002. Translation of non-dollar-denominated debt, contributions to
the US pension plan assets, cash restructuring costs, and the
annual dividend to CNH shareholders reduced the benefit of the $2
billion debt for preferred stock exchange in April 2003 by about
$420 million. Equipment Operations working capital, net of
currency variations was approximately $32 million higher on
December 31, 2003 than on December 31, 2002.

During 2003, Financial Services used cash generated through its
operations to reduce its net debt to $3.150 billion on December
31, 2003 from $3.565 billion on December 31, 2002. As a result,
CNH Capital reduced its intersegment debt to Equipment Operations
from one-half down to about one- third of its total net debt.

Pension fund and obligation. Throughout 2003, and particularly in
the fourth quarter, CNH's US and UK pension plan assets have
benefited from returns in excess of CNH's assumptions and
previously announced contributions. The favorable developments
with plan assets essentially offset decreasing discount rates in
2003. As a result, the minimum pension liability was essentially
unchanged in 2003.

Agricultural equipment market outlook for 2004. CNH expects North
American industry sales of combines and over-40 horsepower
tractors to show a 3 to 5 percent improvement from 2003 levels,
with most of the increase in tractor sales likely in the first
half of the year. In Europe, industry sales of tractors and
combines are expected to decline by as much as 3 to 5 percent for
the year. In Latin America, tractor sales may be off slightly,
while combine sales are expected to decline moderately following
an exceptionally strong performance in 2003.

Construction equipment market outlook for 2004. Industry sales of
both heavy and light construction equipment are expected to
increase slightly in North America in 2004. In Europe where there
is no clear sign of recovery as yet, CNH believes that industry
sales of both heavy and light construction equipment should be
flat.

CNH outlook for 2004. In 2004, CNH expects the bottom line
contribution from new products launched in 2002 and 2003 to grow,
through both higher volumes and improved pricing realization. The
new products launched in 2003 should position CNH to take full
advantage of the expected growth in the markets. Continued
progress on the company's profit improvement initiatives will also
yield tangible results with most of the benefits in 2004 coming
from CNH's global sourcing and footprint rationalization actions.

These gains will be partially offset by an increase in medical
costs for active employees and retirees of about $30 million for
the year. The company's profit performance may also be impacted
should the dollar weaken further against the euro and the yen.

In 2004, CNH expects to incur restructuring charges of about $100
million, pretax, as the company should complete most of its
restructuring initiatives. These initiatives, begun in 2000, have
helped position CNH for continued bottom line growth in 2004.

Through a combination of margin improvement and top line growth,
CNH expects to achieve a 2004 improvement in the bottom line
comparable to that of 2003, excluding restructuring charges.

CNH management will hold a conference call later today to review
its fourth quarter results. The conference call webcast will begin
at approximately 10:00 am U.S. Eastern Time. This call can be
accessed through the investor information section of the company's
web site at www.cnh.com and is being carried by CCBN.

CNH (S&P, BB Corporate Credit Rating, Negative) is the number one
manufacturer of agricultural tractors and combines in the world,
the leader in light construction equipment, and has one of the
industry's largest equipment finance operations. Revenues in 2002
totaled $10 billion. Based in the United States, CNH's network of
dealers and distributors operates in over 160 countries. CNH
agricultural products are sold under the Case IH, New Holland and
Steyr brands. CNH construction equipment is sold under the Case,
FiatAllis, Fiat Kobelco, Kobelco, New Holland, and O&K brands.


CORRPRO COMPANIES: Senior Debtholders Agree to Mar. 31 Extension
----------------------------------------------------------------
Corrpro Companies, Inc. (AMEX: CO) secured an extension of the due
dates of certain senior debt obligations until March 31, 2004.

The Company has extended the maturity of its revolving credit
facility with its bank group led by Bank One, NA and deferred a
significant scheduled principal amortization under its senior
notes held by The Prudential Insurance Company of America. The
extensions are conditioned on the completion of the Company's
refinancing and recapitalization plan on or before March 31, 2004.

As previously announced the Company has entered into a Securities
Purchase Agreement with CorrPro Investments, LLC, an entity
controlled by Wingate Partners III, L.P., providing for a $13
million cash investment in return for the issuance of $13 million
of a new issue of preferred stock, together with warrants to
acquire 40% of the fully-diluted common stock of the Company at a
nominal exercise price. The refinancing plan also includes a $40
million senior secured credit facility provided by CapitalSource
Finance LLC, a subsidiary of CapitalSource Inc. (NYSE: CSE), and
$14 million of secured subordinated debt to the Company provided
by American Capital Strategies Ltd. (Nasdaq: ACAS), consummation
of which is subject to customary conditions precedent. American
Capital will receive warrants to acquire 13% of the fully diluted
common stock of the Company at a nominal exercise price. The
proceeds of the refinancing will be used to repay the debt owed by
the Company to its current lenders.

The recapitalization and refinancing plan requires the approval of
the Company's shareholders. The Company originally anticipated
holding a special meeting of shareholders in January 2004. As a
result of the proxy review process being conducted by the
Securities and Exchange Commission, the Company now anticipates
holding a special shareholders meeting to consider the
recapitalization plan in March 2004.

"It is essential that our shareholders recognize that this
refinancing plan, which is the culmination of a rigorous process
under which hundreds of potential sources of capital were
contacted, represents the best alternative available for both the
Company's shareholders and the Company," commented Joseph W. Rog,
Chairman, CEO and President. "Our lenders have granted us
forbearance extensions requiring completion of this transaction by
March 31, 2004. Having already granted several extensions to allow
us to complete this process, our bank lenders have at this point
in time indicated they are not willing to extend the due date of
the bank facility any further.

"Failure to complete the refinancing transaction on a timely basis
would likely result in the issuance of default notices and the
commencement of foreclosure proceedings by the Company's current
lenders. In such case, there is no currently foreseeable
alternative available to the Company other than filing for
protection under applicable bankruptcy laws. Thus, it is very
important for our shareholders to vote affirmatively for this
refinancing plan which will be described in detail in the proxy
statement as filed with the SEC and mailed to shareholders."

The Company intends to file with the Securities and Exchange
Commission and mail to its shareholders a definitive proxy
statement in connection with the proposals to be considered and
voted upon at the special meeting. The Company urges its
shareholders to read the proxy statement carefully once it is
available, as the proxy statement will contain important
information regarding the proposals to be considered and voted
upon at the special meeting. If the refinancing and
recapitalization plan is not approved by the requisite majority of
shareholders, the Company will be obligated to pay customary
substantial breakup fees as described in the proxy statement.

The Company and its respective directors and officers may be
deemed to be participants in the solicitation of proxies with
respect to the proposals to be considered and voted upon at the
special meeting. Information regarding the ownership interests of
the Company's directors and executive officers is contained in the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2003.

The Company's shareholders and other investors may obtain a free
copy of the Company's proxy statement, once it is available, and
other documents filed with the SEC by visiting the SEC's Web site
at http://www.sec.gov/ Free copies of the Company's proxy  
statement, once it is available, and other documents filed with
the SEC may also be obtained by sending a written request to the
Company at 1090 Enterprise Drive, Medina, Ohio 44256, Attention:
Investor Relations, by telephone at (330) 723-5082, or by email at
InvestorRelations@corrpro.com

Corrpro, headquartered in Medina, Ohio is the leading provider of
corrosion control engineering services, systems and equipment to
the infrastructure, environmental and energy markets around the
world. Corrpro is the leading provider of cathodic protection
systems and engineering services, as well as the leading supplier
of corrosion protection services relating to coatings, pipeline
integrity and reinforced concrete structures.

Wingate, headquartered in Dallas, Texas, is a private investment
firm focused on making equity investments in businesses going
through significant transition.

CapitalSource, headquartered in Chevy Chase, Maryland, is a
specialized commercial finance company with more than $3 billion
in loan commitments offering asset-based, senior, cash flow and
mezzanine financing to small and mid-sized businesses.

American Capital, headquartered in Bethesda, Maryland, is a
publicly traded buyout and mezzanine fund with capital resources
in excess of $2.5 billion. American Capital is an equity partner
in management and employee buyouts; invests in private equity
sponsored buyouts, and provides capital directly to private and
small public companies. American Capital provides senior debt,
mezzanine debt and equity to fund growth, acquisitions and
recapitalizations.


CRESCENT REAL: JV With Vornado Completes $254MM Mortgage Financing
------------------------------------------------------------------
Vornado Realty Trust (NYSE:VNO) And Crescent Real Estate Equities
Company (NYSE:CEI) announced that AmeriCold Realty Trust completed
a $254.4 million mortgage financing with Morgan Stanley Mortgage
Capital Inc., for 21 of its owned and 7 of its leased temperature-
controlled warehouses. The loan bears interest at LIBOR plus 2.95%
(with a LIBOR floor of 1.5% with respect to $54.4 million of the
loan) and requires principal payments of $5 million annually. The
loan matures in April 2006 with three one-year extension options.

The net proceeds are approximately $225 million after providing
for usual escrows, closing costs and the repayment of $12.9
million of existing mortgages on two of the warehouses. $135
million of the net proceeds will be distributed to Vornado Realty
Trust and $90 million will be distributed to Crescent Real Estate
Equities Company.

AmeriCold Realty Trust is a joint venture, owned 60% by Vornado
Realty Trust and 40% by Crescent Real Estate Equities Company,
which leases 87 temperature-controlled warehouses to AmeriCold
Logistics, LLC, the largest third-party provider of temperature-
controlled warehouse space in the United States.

Vornado Realty Trust and Crescent Real Estate Equities Company are
fully-integrated equity real estate investment trusts.

Crescent Real Estate Equities Company (NYSE:CEI) is one of the
largest publicly held real estate investment trusts in the nation.
Through its subsidiaries and partners, Crescent owns and manages a
portfolio of over 75 premier office buildings totaling over 30
million square feet primarily located in the Southwestern United
States, with major concentrations in Dallas, Houston, Austin and
Denver. In addition, the company has investments in world-class
resorts and spas and upscale residential developments.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its ratings on Crescent Real Estate Equities
Co., and Crescent Real Estate Equities L.P., and removed them
from CreditWatch, where they were placed on Jan. 23, 2002.  The
outlook remains negative.

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
  Corporate credit rating            BB            BB/Watch Neg
  $200 million 6-3/4%
     preferred stock                 B             B/Watch Neg
  $1.5 billion mixed shelf   prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating           BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002       B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007       B+            B+/Watch Neg


DELPHAX TECHNOLOGIES: New LaSalle Financing Pact is in Place
------------------------------------------------------------
Delphax Technologies Inc. (Nasdaq: DLPX) completed a new $13.7
million senior credit facilities with LaSalle Business Credit, LLC
and its Canadian affiliate, replacing the Company's previous
credit facility, which expired at the end of December 2003.  

The Company also separately issued in a private placement $3
million of 7% convertible subordinated notes accompanied by
warrants to purchase common stock.

The new asset-based senior credit facilities, which expire on
January 31, 2007, are composed of $1.2 million in term loans and
$12.5 million of revolving credit commitments.  The Company is
currently using approximately $8.1 million of the senior credit
facilities.  The convertible subordinated notes bear interest
payable in the form of shares of Company common stock and all
principal is repayable in four years if the convertible notes are
not converted.  The conversion price is $3.20 per share, and the
four-year warrants that accompanied the convertible notes permit
the purchase of 515,625 shares of common stock at $3.51 per share.

"This arrangement provides essential financing to help us
capitalize on our technological leadership in a growing digital
printing marketplace," said Jay Herman, chairman and chief
executive officer.  "It is further affirmation of the soundness of
our business model and growth strategy -- and a critically
important step in assembling the capital resources needed to carry
out that strategy."

Delphax also announced that it will discuss its first quarter
results in a conference call for investors and analysts on
Tuesday, February 17, 2004, at 10 a.m. central time. The company
will release first quarter results before market opening on that
date. To participate in the conference call, please call 1-800-
240-7305 shortly before 10 a.m. central time and ask for the
DELPHAX conference call.  To listen to a taped replay of the
conference, call 1-800-405-2236 and enter the pass code 569275#.  
The replay will be available beginning at noon on February 17,
2004 and will remain active until noon on March 2, 2004.

Delphax Technologies Inc. is a global leader in the design,
manufacture and delivery of advanced digital print production
systems based on its patented electron-beam imaging technology.
Delphax digital presses deliver industry-leading throughput for
both roll-fed and cut-sheet printing environments.  These flagship
products are extremely versatile, providing unparalleled
capabilities in handling a wide range of substrates from ultra
lightweight paper to heavy stock. Delphax provides digital
printing solutions to publishers, direct mailers and other
printers that require systems capable of supporting a wide range
of commercial printing applications. The company also licenses and
manufactures EBI technology for OEM partners that create
differentiated product solutions for additional markets.  There
are currently over 4,000 installations using Delphax EBI
technology in more than 60 countries worldwide.  Headquartered in
Minneapolis, with subsidiary offices in Canada, the United Kingdom
and France, the company's common stock is publicly traded on the
National Market tier of the Nasdaq Stock Market under the symbol:
DLPX.  Additional information is available on the company's Web
site at http://www.delphax.com/

                         *     *     *

As reported in Troubled Company Reporter's January 21, 2004
edition, Delphax Technologies filed on January 13, 2004, its
fiscal 2003 Annual Report on Form 10-K, which includes an audit
opinion referring to a going concern uncertainty.

As previously disclosed, the company is negotiating with a new
lender to replace its credit facility that expired and matured on
December 31, 2003. The negotiations had not been completed as of
the deadline for filing the Annual Report on Form 10-K. The
company anticipates that the negotiations will be successful and
new financing completed within a few weeks.


DELTA AIR LINES: S&P Keeps B-Rated $325M Sr. Unsec. Notes on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Delta Air Lines Inc.'s (B+/Watch Neg/--) $325 million senior
unsecured convertible notes due 2024, a Rule 144a offering with
registration rights. The rating was placed on CreditWatch with
negative implications.

"The senior unsecured convertible notes are rated two notches
below Delta's corporate credit rating because a large proportion
of the airline's assets are secured, placing senior unsecured
creditors in an essentially subordinated position," said Standard
& Poor's credit analyst Philip Baggaley. "Proceeds from the notes
offering will bolster Delta's already sizable cash holdings ($2.7
billion of unrestricted cash at Dec. 31, 2003) and help the
company meet substantial upcoming debt maturities and pension
payments," the analyst continued.

Ratings on Delta were placed on CreditWatch with negative
implications Nov. 24, 2003, and lowered to current levels Jan. 14,
2004. The downgrade was based on Delta's continued heavy, albeit
narrowing, losses, a relatively high operating cost structure, and
substantial upcoming debt maturities and pension obligations.
Delta reported a fourth-quarter 2003 net loss of $327 million
($207 million before various unusual items), in line with the
company's previous guidance but still poor in absolute terms.
These results are expected to be the worst among those reported by
large U.S. airlines for the fourth quarter. Delta's operating cost
per available seat mile, even setting aside unusual items and
holding fuel prices constant, and despite various cost-cutting
initiatives, was slightly higher than in the fourth quarter of
2002, highlighting the cost challenge facing the airline. In
addition, Delta took a $1.1 billion charge to equity due to
continued underfunding of pension plans, an amount considerably
above expectations due to revised actuarial assumptions. On Jan.
1, 2004, Gerald Grinstein succeeded Leo Mullin as CEO, and another
member of the Board of Directors, John F. Smith, Jr. (former CEO
of General Motors Corp.), will succeed Mullin as nonexecutive
Chairman in April.

Ratings on Delta, the third-largest airline in the U.S., reflect
financial damage from heavy losses over the past several years;
substantial debt, lease, and postretirement liabilities; and
ongoing risks associated with the company's participation in the
cyclical and price-competitive airline industry. Positive factors
are the company's solid market position in the U.S. domestic and
trans-Atlantic markets and the work rule flexibility and
productivity made possible by a mostly nonunion work force (only
the pilots, among major employee groups, are organized). In
addition, despite the heavy losses, near-term liquidity remains
satisfactory, providing the company with time to address needed
improvements to its cost structure.

Standard & Poor's expects to resolve the CreditWatch review
following further discussions with the new management regarding
its plans to reduce costs and improve operating results.
Resolution of the CreditWatch is not expected to await
management's full strategic reassessment, which could take through
midyear, nor await conclusion of a new pilot contract, as
negotiations may well continue for an extended period.


DIRECTV: Raven Wants Court to Compel Committee to Produce Docs
--------------------------------------------------------------
On January 16, 2004, Raven Media Investments LLC served the
Creditors Committee with a subpoena duces tecum requesting
discovery related to the confirmation hearing of the DirecTV Latin
America Debtor's Reorganization Plan.  Raven has requested the
production of documents as well as a deposition witness pursuant
to Rule 30(b)(6) of the Federal Rules of Civil Procedure.

On January 22, 2004, the Committee objected to producing
documents "protected by the attorney-client privilege or the work
product doctrine":

   (a) communications between Committee professionals or between
       Committee professionals and Committee members (Raven
       emphasizes that it does not seek attorney-client
       communications and does not challenge the Committee's
       decision to withhold them);

   (b) analyses of the strengths and weaknesses of potential
       claims against Hughes Electronics Corporation and Hughes
       affiliates, including claims for equitable subordination;

   (c) valuations of the Debtor under various scenarios;

   (d) analyses of the strengths and weaknesses of the Plan
       negotiating positions of the Debtor, Hughes and general
       unsecured creditors;

   (e) progress reports concerning litigation discovery and Plan
       negotiations;

   (f) draft pleadings concerning potential litigation against
       Hughes and its affiliates; and

   (g) analyses of the value of contributions made by various
       parties under the Plan.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, relates that the Committee
seeks to deny Raven the access to virtually any work done by the
Committee and its professionals, other than correspondence with
third parties.

Mr. Sudell states that Raven requires immediate access to the
materials requested since the confirmation hearing is scheduled
for February 13, 2004.  The Debtor's Plan raises various
troubling issues regarding fairness and confirmability, among
other things, and the materials sought by Raven are essential to
providing Raven an opportunity to challenge the Plan in the
Court.

Certain categories of documents the Committee seeks to withhold
are not even work product and are not protected from discovery in
any event.  Other categories contain documents traditionally
categorized as work product, but the documents should nonetheless
be produced to Raven because of its substantial need for the
material and its undue hardship in obtaining them by any other
means.  Moreover, the Committee has offered, for deposition only,
use of its counsel, not the financial adviser who is so important
to the matter at issue.

Mr. Sudell contends that Raven's request requires the prompt
attention of the Court as the discovery relates directly to
Raven's ability to file an objection to the Plan, which objection
deadline is February 6, 2004.  Moreover, the document discovery
pertains to depositions that began on February 2, 2004.

On January 26, 2004, Raven's counsel, Lawrence O. Kamin,
conferred with the Committee's counsel in an effort to resolve
the discovery dispute.  Despite their good faith efforts,
counsels were unable to reach an amicable resolution.

Thus, pursuant to Rule 7037 of the Federal Rules of Bankruptcy
Procedure and Rule 37 of the Federal Rules of Civil Procedure,
Raven asks the Court to compel the Committee to produce the
requested documents.

                        Committee Objects

The Committee asks the Court to deny Raven's request.  Kathleen
Marshall DePhillips, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub PC, in Wilmington, Delaware, contends that
Raven's arguments are without merit.

Ms. DePhillips asserts that the Committee's assertion of the work
product doctrine is in all instances appropriate.  Ms. DePhillips
adds that Raven is out-of-the-money in the Debtor's case.  Raven
is also not even a constituent of the Committee.  Raven's
hardship argument fails because it is difficult to imagine a
scenario where, under a doctrine of "hardship," an out-of-the-
money equity holder should be entitled to the work product of
counsel employed to protect the interests of general unsecured
creditors.  Raven's hardship argument is made even more frivolous
by the fact that nothing has stopped Raven from performing the
same analyses, which it now demands to receive from the
Committee.  Opinions and analyses of the Committee's counsel
should not have to be shared with Raven.

Ms. DePhillips contends that it cannot possibly be in the "public
interest" to require a committee charged with representing the
interests of general unsecured creditors to turn over its
attorney work product to an out-of-the-money equity holder that
seeks to derail a committee-supported reorganization plan and
apparently elected not to do its own analysis. (DirecTV Latin
America Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DOBSON COMMS: Schedules Investors Conference for February 18
------------------------------------------------------------
As previously announced, Dobson Communications Corporation
(Nasdaq:DCEL) plans to hold its 2004 Investors Conference at The
Waldorf-Astoria in New York City on Wednesday, February 18, 2004.
The conference will begin at 8:30 a.m. ET.

To register to attend, investors are requested to go to Dobson's
web site at http://www.dobson.net/,in the Investor Relations  
section of the site, under "Investors Conference Registration."

Dobson Communications plans to publish its fourth quarter 2003
operating and financial results after the market close on Tuesday,
February 17, 2004.

Those unable to attend will be able to hear the conference via
web-cast on Dobson's web site at http://www.dobson.net/or by  
phone. To listen to the meeting by phone, please dial:

   Conference call    (800) 289-0436
   Pass code          753890

A replay of the call will be for two weeks via Dobson's web
Site or by phone.

   Replay             (888) 203-1112
   Pass code          753890

At the meeting, the Company intends to review fourth quarter 2003
results, to update guidance on its 2004 operating and financial
expectations, and to provide a general overview of expectations
for 2005 and beyond.

Dobson Communications (S&P, CCC+ Senior Debt and B- Corporate
Credit Rating, Stable Outlook) is a leading provider of wireless
phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states, with markets covering a population of
10.6 million. The Company serves 1.6 million customers. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net/


DOMAN INDUSTRIES: Unsecured Noteholders Propose Restructuring Plan
------------------------------------------------------------------
Doman Industries Limited announced that in connection with Doman's
proceedings under the Companies' Creditors Arrangement Act,
certain of the unsecured noteholders have filed a term sheet
outlining their proposed plan to restructure the Company's affairs
and refinance the senior secured notes.

A copy of the term sheet may be obtained by accessing the
Company's Web site at http://www.domans.com/

The Company is currently reviewing the term sheet. The key terms
include:

    - The secured noteholders' indebtedness would be refinanced in
      full through a combination of an offering of warrants and a
      private placement. Certain unsecured noteholders would
      participate in the private placement and provide a standby
      commitment to take up any warrants not acquired under the
      offering of warrants.

    - All of the unsecured indebtedness, including the trade debt,
      would be converted to equity. However, creditors with proven
      claims that are equal to or less than an amount to be
      determined would be provided with the option to have their
      proven claim paid in cash. The post-restructured entity is
      expected to have no debt other than the new secured notes,
      the Company's working capital facility and inter-corporate
      debt.

    - No equity would be available to existing shareholders.

    - The pulp and solid wood assets would be separated into two
      new corporate groups, with the potential for further
      restructuring affecting some of the pulp assets.

It is anticipated that a plan or plans of compromise and
arrangement will be filed with the Court by March 2, 2004.

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


ENRON CORP: ECTRIC Wants to Sell British Energy Generation Claim
----------------------------------------------------------------
On April 1, 1996, Enron Capital & Trade Resources International
Corporation and British Energy Generation Limited entered into an
unsecured financially settled electric derivative contract, which
was novated on June 19, 1998, when ECTRIC assigned all of its
rights and obligations under the contract to it wholly owned non-
debtor subsidiary, Enron Capital & Trade Europe Finance LLC.  On
June 26, 1998, Enron, ECTRIC, ECTEF, Enron Cash Company No. 6
LLC, Barclays Bank PLC, and State Street Bank and Trust Company
of Connecticut, National Association -- the Trustee of the
Contractual Asset Securitization Holding Trust VI -- created a
Cash VI Structure that, among other things, monetized the
proceeds of the Derivative Contract.  Under the Cash VI
Structure, ECTEF remained party to the Derivative Contract, and
rights to collections and proceeds under the Derivative Contract
were transferred to the Trust.  The cash flow from those rights
serviced the Trust's obligations to ECTRIC under certain swap
agreements and to Barclays under certain promissory notes the
Trust issued.

              The Cash VI Settlement Agreement

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, recalls that the Cash VI Parties entered into a settlement
and mutual release agreement -- which the Court approved -- to
settle all issues relating to the rights of ECTRIC and Barclays
under the Cash VI Structure.  Upon closing of the Settlement
Agreement, ECTRIC will own 37.5% of all obligations and claims
against the British Energy Group arising out of the Derivative
Contract and Barclays will own the remaining 62.5%.

              The British Energy Restructuring

On November 28, 2002, the British Energy Group announced that it
intends to restructure certain financial obligations, including
the compromise of the ECTEF claims under the Derivative Contract.  
With the Court's approval on May 8, 2003, ECTRIF was authorized
to implement, execute and consummate Heads of Terms and
Standstill Agreement; and to negotiate and execute any and all
restructuring documents required to facilitate and consummate the
restructuring of the financial obligations of the British Energy
Group.

For the purposes of the Restructuring and the contemplated
compromise of claims, ECTEF and the British Energy Group agreed
that the claims under the Derivative Contract will be liquidated
in the amount of GBP72,000,000.  Pursuant to the Restructuring,
ECTRIC and Barclays, as assignees of ECTEF, will be entitled to
these distributions on the GBP72,000,000 claim:

   (i) newly issued bonds, which have an attributed face value
       of GBP20,000,000; and

  (ii) 6.8% of the new equity, which is to be issued to
       compromising creditors.

The Standstill Agreement provides that ECTEF and its transferees
are to receive interest on the GBP72,000,000 claim amount at 6%
per annum during the standstill period, payable semi-annually
with the next payment due on the last business day of March 2004.

Distributions to creditors of the new bonds and equity will not
occur until the closing of the Restructuring, which is due to
take place on or before January 31, 2005.  A successful closing
of the Restructuring is subject to satisfaction of a number of
conditions including, but not limited to, receipt of certain
notifications from the European Commission relating to state aid.

Mr. Sosland informs Judge Gonzalez that the Creditor
Restructuring Agreement permits any creditor party, including
ECTEF, to transfer its rights and obligations under the
Restructuring agreements and any underlying contracts, subject to
certain terms and conditions set forth in the Creditor
Restructuring Agreement.

                    Sale of the ECTRIC Claim

Mr. Sosland reports that several parties have indicated an
interest in purchasing the Claims.  ECTRIC believes that it
should sell the ECTRIC Claim to, inter alia:

   (a) avoid the risks related to the Restructuring;

   (b) avoid future uncertainties related to forecasts and
       fluctuations in the valuation of the securities to be
       distributed on the Restructuring; and

   (c) accelerate the availability of cash proceeds for
       distribution.

Moreover, Barclays also advised ECTRIC that it might wish to sell
the Barclays Claims, subject to receiving an acceptable price.  
ECTRIC and Barclays agreed to cooperate to jointly market and
sell the Claims by combining their marketing resources.  ECTRIC
and Barclays agreed on a process for the marketing and sale of
the Claims that permits them to pursue a sale of their individual
claims if they do not both accept the same purchase price.

To date, ECTRIC and Barclays jointly participated in informal
discussions with Potential Purchasers.  In addition, ECTRIC and
Barclays distributed or will distribute the form of purchase and
sale agreement to the Potential Purchasers along with descriptive
information summarizing the proposed sale process and inviting
formal binding offers for the Claims.

ECTRIC and Barclays advised or will advise the Potential
Purchasers to submit offers by signing and returning the Sale
Agreement and that:

   (a) any offer constitutes an irrevocable offer to purchase
       both the ECTRIC Claim and the Barclays Claim at the
       purchase price subject to the terms and conditions set
       forth in the Sale Agreement;

   (b) the purchase price is to be expressed in Sterling and
       payable in immediately available funds;

   (c) the offer may not be subject to any financing condition;
       and

   (d) the offer must include confirmation that the purchaser
       will be able to close the transaction immediately.

ECTRIC anticipates selecting the highest offer for the ECTRIC
Claim that substantially conforms to the terms and conditions set
forth in the Sale Agreement, either individually or jointly with
the sale of the Barclays Claim.  In either case, ECTRIC's
acceptance will give rise to an effective agreement for a sale of
the ECTRIC Claims, subject to the Court's approval.  However, Mr.
Sosland clarifies that ECTRIC will be in no obligation to select
an offer or to sell the ECTRIC Claim to any Potential Purchaser
unless all terms and conditions of the offer are satisfactory to
ECTRIC in its sole discretion and approved pursuant to a Court
order.

                        The Sale Agreement

The Principal terms of the Sale Agreement are:

A. Purchase Price

   The Buyer will pay the Purchase Price on the Closing Date by
   wire transfer to the account ECTRIC and Barclays designate.

B. Closing

   The Closing Date is the first business day after the Court
   approves the sale, provided that the order is not subject to
   a stay pending appeal and has not otherwise been vacated,
   withdrawn, dismissed or overturned.  At closing, ECTRIC and
   Barclays will execute and deliver a deed of assignment to
   effect the sale and assignment by them, and the Buyer will
   execute and deliver a deed of assignment to effect the
   assumption of the obligations of ECTRIC and Barclays under
   the Assigned Contracts.  ECTRIC or Barclays will notify the
   British Energy Group of the consummation of the sale.

C. Representations and Warranties

   The Buyer will make representations and warranties that are
   consistent with the transfer requirements and warranties that
   are consistent with the transfer requirements under the
   Creditor Restructuring Agreement.  ECTRIC and Barclays will
   make representations and warranties that each has not
   transferred, compromised or encumbered its right, title or
   interest in the Claims and that there are no agreements with
   any member of the British Energy Group amending, modifying or
   compromising the Claims other than as set forth in the
   Assigned Contracts.

D. Conditions Precedent

   ECTRIC is not bound by the Sale Agreement until the Court
   approves and authorizes the sale.

E. Third Party Beneficiary

   British Energy plc is a third party beneficiary to the
   representations, warranties, undertakings and agreements made
   by the Buyer.

F. Liability

   ECTRIC and Barclays' obligations under the Sale Agreement are
   several.

Pursuant to Sections 105 and 363 of the Bankruptcy Code and Rules
2002 and 6004 of the Federal Rules of Bankruptcy Procedure,
ECTRIC asks the Court to:

   -- approve its sale of the ECTRIC Claim in accordance with the
      terms of a final purchase and sale agreement; and

   -- authorize it to enter into, implement and consummate the
      purchase and sale agreement, and execute and deliver other
      necessary documents to consummate the sale.

Mr. Sosland asserts that under the Bankruptcy Code, the
contemplated sale should be allowed because:

   (a) the solicitation of offers is expected to procure the
       best available market price for the sale of the ECTRIC
       Claim;

   (b) selling the ECTRIC Claim prior to Restructuring mitigates
       risk of a delayed, renegotiated or failed Restructuring
       and potential reduction in value of the ECTRIC Claim;

   (c) except the potential claims of the lenders under the DIP
       Financing and the Pension Benefit Guaranty Corp., the
       Debtors are not aware of any liens, claims, encumbrances,
       rights of set-off, netting, deduction or any other
       interests in the ECTRIC Claim which have, or could have,
       been asserted by other parties-in-interest.  To the
       extent a lien exists, the lien may be attached to the
       sale proceeds of the ECTRIC Claim; and

   (d) ECTRIC will demonstrate at a hearing that it will
       negotiate the terms of the Sale Agreement with the
       purchaser at arm's length and in good faith. (Enron
       Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


FERTINITRO: Fitch Raises $250 Million Secured Bonds Rating to B-
----------------------------------------------------------------
Fitch Ratings upgraded the debt rating of FertiNitro Finance
Inc.'s US$250 million 8.29% secured bonds due 2020 to 'B-' from
'CC'. The rating has been removed from Rating Watch Negative.
The rating action reflects gradual improvements in FertiNitro's
operational capacity and liquidity position that was particularly
attributed to the combination of higher production output and
relatively high fertilizer prices. As a result, FertiNitro has
been generating sufficient cash flow to meet its ongoing operating
expenses and a scheduled debt service payment of US$25 million due
in October 2003 as well as maintain, as of year-end 2003, cash on-
hand of over US$56 million.

Although FertiNitro has yet to demonstrate the capacity to operate
at nameplate levels on a sustained basis, the project has been
operating at more consistent levels with ammonia production
averaging around 88% utilization rates following the completion of
repairs on the ammonia trains in June 2003. However, Fitch
believes two key operational concerns remain: (1) Due to the
lingering effect of PDVSA's labor strike in early 2003, gas supply
delivered to FertiNitro has not consistently achieved the full
levels required since June 2003. Uncertainty remains in the timing
of PDVSA's capacity to increase the availability of gas supplied
to the project. (2) Operational issues related to the urea train
arose at the end of August 2003. As a result, FertiNitro's urea
production averaged approximately 77% of nameplate in the second
half of 2003. The project detected defects on the urea strippers
that are expected to require periodic inspections and repairs
every four to six months, which will directly hinder the project's
capacity to produce urea at higher utilization levels.

Over the coming months, FertiNitro will decide whether to proceed
with critical repairs in the full replacement of the urea
strippers. The second of two performance reliability tests must be
undertaken by November 2006. This test is a subsequent 180-day
performance test to demonstrate FertiNitro's capacity to operate
at above nameplate levels. In order to remain on track, FertiNitro
will need to conclude all critical repairs by May 2006.

For 2004, FertiNitro has budgeted scheduled downtime for periodic
inspections and repairs on the urea strippers, making forecast
average utilization rates consistent with performance during the
second half of 2003. FertiNitro expects its finances to improve
due to the combination of relatively high product output and
continued stable fertilizer prices averaging approximately US$181
per metric tonne (mt) and US$155/ mt, respectively for
FertiNitro's ammonia and urea exports. Thus, the project has
forecast generating export revenues of over US$272 million for
2004, which would be an improvement of 38% from 2003. FertiNitro
should be able to generate sufficient cash flow (including amounts
necessary to replenish the senior debt service reserve account)
and to meet ongoing operating expenses and scheduled debt
obligations.

FertiNitro's current financial profile and prospective near-term
operating performance are consistent with the 'B-' credit rating.
The project remains vulnerable to a variety of risks, principally
including the reliability of PDVSA's gas supply, Pequiven's
ability to continue to honor contractual offtake obligations, and
the challenging Venezuelan sovereign and operating environment.

FertiNitro is owned 35% by a Koch Industries, Inc. subsidiary, 35%
by Petroquimica de Venezuela, S.A., a wholly owned subsidiary of
Petroleos de Venezuela S.A., 20% by a Snamprogetti S.p.A.
subsidiary, and 10% by a Cerveceria Polar, C.A. subsidiary.


GADZOOKS: Reports January Sales & Completes DIP Financing Facility
------------------------------------------------------------------
Gadzooks, Inc. (Nasdaq: GADZ) announced that sales for the four
weeks of fiscal January ended January 31, 2004 decreased 21.9
percent to $13.2 million from $16.9 million for January 2003.  For
the January period, the Company's seventh month as a female-only
concept, comparable store sales decreased 19.2 percent compared to
a 7.7 percent decrease for the prior January.

Sales for the 13 weeks of the fourth quarter ended January 31,
2004 decreased 27.6 percent to $70.1 million from $96.8 million
for the fourth quarter of fiscal 2002.  Comparable store sales
declined 24.8 percent for the quarter, versus a 3.1 percent
decrease for the last quarter of fiscal 2002.

For the 52 weeks of fiscal 2003, total sales decreased 20.6
percent to $258.5 million from $325.5 million for the comparable
period of fiscal 2002. Comparable store sales have declined 19.3
percent for the 52 weeks of fiscal 2003, versus a 3.4 percent
decrease for the 52 weeks of fiscal 2002.

The Company also announced that it closed a one-year agreement
with its pre-petition lender, Wells Fargo Retail Finance, LLC to
provide a  $30 million post-petition, Debtor-in-Possession
financing facility.  As of February 4, 2004, the new facility
provided $4.2 million of incremental financing.

Dallas-based Gadzooks is a specialty retailer of casual clothing,
accessories and shoes for 16-22 year-old females.  Gadzooks
currently operates 408 stores in 41 states.

Gadzooks filed for bankruptcy protection Tuesday last week in the
U.S. Bankruptcy Court for the Northern District of Texas.

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


GAP INC: Selling German Operations to Swedish Retailer H&M
----------------------------------------------------------
Gap Inc. (NYSE: GPS) reached an agreement with Swedish-based
retailer H&M to sell its German operations effective Aug. 1.

The company said its decision to exit its wholly owned operations
in Germany, which is the company's smallest international business
and, with only 10 store locations, accounts for well under 1
percent of total company sales, is part of a strategic move to
focus resources on stronger international growth opportunities.

The company said it retains all Gap brand trademark rights in
Germany, with H&M assuming responsibility for all operations and
employing all staff working in the business as of Aug. 1. While
financial terms of the sale were not disclosed, the company said
it expects to take a charge of about $0.01 per share, in the
fourth quarter, which ended Jan. 31. In a separate story
announcing January sales, the company said it expects to report on
Feb. 26, fourth quarter earnings per share of $0.36 to $0.37,
including this and other charges.

"We are pleased to have reached an agreement that provides a
smooth transition for our business and, most importantly, for our
employees in Germany," said Gap Inc. CEO and President Paul
Pressler. "It is a difficult decision to no longer serve our
valued customers, but our current business model and brand
position in Germany make the country less attractive compared to
other markets. We are strategically reallocating our resources to
optimize growth in our other existing markets and to focus on
longer-term opportunities in new markets."

Leading that effort will be Andrew Rolfe, former Chairman and CEO
of London-based food retailer Pret A Manger. Mr. Rolfe was named
President of Gap Inc.'s International division last November and
started in the role on Feb. 2, reporting to Mr. Pressler. Mr.
Rolfe will oversee international store operations and lead the
development and execution of international growth strategies.

Besides Germany, the company currently has more than 350 store
locations, representing primarily Gap brand, in four countries
outside of the United States -- the United Kingdom, France,
Canada, and Japan. The company has approximately 2,700 Gap, Old
Navy and Banana Republic store locations in the United States. The
company opened its first international store location in London in
1987 and expanded into other markets, including Germany, in the
1990s. Through the third quarter, ending Nov. 1, 2003,
year-to-date sales for the International division were $1.4
billion; total company sales were $11 billion for the same period.

Gap Inc. (Fitch, BB- Senior Unsecured Debt Rating, Stable Outlook)
is a leading international specialty retailer offering clothing,
accessories and personal care products for men, women, children
and babies under the Gap, Banana Republic and Old Navy brand
names. Fiscal 2002 sales were $14.5 billion. As of November 1,
2003, Gap Inc. operated 4,210 store concepts (3,075 store
locations) in the United States, the United Kingdom, Canada,
France, Japan and Germany. In the United States, customers also
may shop the company's online stores at http://www.gap.com/   
http://www.BananaRepublic.com/and http://www.oldnavy.com/


GAP INC: January 2004 Sales Performance Show Marked Improvement
---------------------------------------------------------------
Gap Inc. (NYSE: GPS) reported net sales of $939 million for the
four-week period ended Jan. 31, 2004, which represents a 11
percent increase compared with net sales of $846 million for the
same period ended Feb. 1, 2003.

The company's comparable store sales for January 2004 increased 3
percent, compared with a 16 percent increase in January 2003.

Comparable store sales by division for January 2004 were as
follows:

    -- Gap U.S.:  positive 6 percent versus positive 7 percent
       last year

    -- Gap International:  negative 2 percent versus positive 18
       percent last year

    -- Banana Republic:  negative 1 percent versus positive 11
       percent last year

    -- Old Navy:  positive 3 percent versus positive 27 percent
       last year

"Total company sales for January were in-line with our beginning
of month expectations, and we sold through inventory at expected
levels," said Sabrina Simmons, Senior Vice President, Treasury and
Investor Relations. "Post-holiday sales strategies in each of our
brands effectively cleared merchandise in preparation for spring.
In addition, regular price selling was up year over year,
supported by disciplined inventory management and strong customer
response to Spring product."

               Fourth Quarter Sales Results

For the 13 weeks ended Jan. 31, 2004, sales of $4.9 billion
represent an increase of 5 percent compared with sales of $4.7
billion for the same period ended Feb. 1, 2003. The company's
fourth quarter comparable store sales increased 3 percent compared
with an increase of 8 percent in the fourth quarter of the prior
year.

Comparable store sales by division for the fourth quarter were as
follows:

    -- Gap U.S.:  positive 2 percent versus positive 4 percent
       last year

    -- Gap International:  negative 2 percent versus positive 6
       percent last year

    -- Banana Republic:  positive 9 percent versus positive 5
       percent last year

    -- Old Navy:  positive 4 percent versus positive 14 percent
       last year

Year-to-date net sales of $15.9 billion for the 52 weeks ended
Jan. 31, 2004, represent an increase of 10 percent over net sales
of $14.5 billion for the same period ended Feb. 1, 2003. The
company's year-to-date comparable store sales increased 7 percent
compared with a decrease of 3 percent in the prior year.

            Guidance on Fourth Quarter Earnings

The company expects to report fourth quarter earnings per share of
$0.36 to $0.37. This range includes combined costs of about $0.02
per share related to debt repurchase during the quarter and the
company's decision to exit Germany. The company has reduced its
outstanding debt by about $140 million through open market
repurchases made during the fourth quarter of 2003.

In a separate story, Gap Inc. announced its plans to sell
its Gap brand operations in Germany, effectively exiting the
market as of Aug. 1, 2004. The company said its decision to exit
its wholly owned operations in Germany is part of a strategic move
to focus resources on stronger international growth opportunities.
The German market represents the company's smallest international
business and, with only 10 store locations, accounts for well
under 1 percent of total company sales.

As of Jan. 31, 2004, Gap Inc. operated 4,147 store concepts
compared with 4,252 store concepts last year. The number of stores
by location totaled 3,022 compared with 3,117 stores by location
last year.

Gap Inc. will announce its fourth quarter earnings and year-end
results via press release on Feb. 26, 2004, at 1:30 pm Pacific
Time. In addition, the company will host a summary of Gap Inc.'s
fourth quarter and year-end results in a live conference call and
webcast at approximately 2:00 p.m. Pacific Time. The conference
call can be accessed by calling 800-374-0168 and international
callers may dial 706-634-0994. The webcast can be accessed at
http://www.gapinc.com/

Gap Inc. (Fitch, BB- Senior Unsecured Debt Rating, Stable Outlook)
is a leading international specialty retailer offering clothing,
accessories and personal care products for men, women, children
and babies under the Gap, Banana Republic and Old Navy brand
names. Fiscal 2002 sales were $14.5 billion. As of November 1,
2003, Gap Inc. operated 4,210 store concepts (3,075 store
locations) in the United States, the United Kingdom, Canada,
France, Japan and Germany. In the United States, customers also
may shop the company's online stores at http://www.gap.com/   
http://www.BananaRepublic.com/and http://www.oldnavy.com/


GEO GROUP: Reports Improved Fourth-Quarter 2003 Results
-------------------------------------------------------
The GEO Group, Inc. (NYSE: GGI) reported fourth quarter 2003
earnings per share of $0.35 or $3.4 million compared with $0.26
per share or $5.6 million in the fourth quarter of 2002. 2003
reported net income was $45.3 million compared with $21.5 million
for 2002. 2003 results are inclusive of a one-time after tax gain
of approximately $32.7 million from the sale of GEO's joint
venture interest in the United Kingdom during the third quarter of
2003, a charge of approximately $1.2 million after tax related to
the refinancing of GEO's former senior credit facility, a
write-off of approximately $3 million after tax related to GEO's
deactivated Jena, Louisiana facility, and approximately
$1.8 million after tax for transition costs related to GEO's
Department of Immigration and Multicultural and Indigenous Affairs
contract in Australia.

Fourth quarter earnings reflect 9.7 million diluted weighted
average shares outstanding compared to 21.4 million diluted
weighted average shares outstanding for the same period in 2002.
2003 earnings reflect 15.8 million diluted weighted average shares
outstanding for the year compared to 21.4 million diluted weighted
average shares outstanding for 2002.

Revenue for the fourth quarter was $161 million compared with $146
million in the fourth quarter of 2002.  Revenue for 2003 increased
to $617 million compared to $569 million for 2002.  Revenues for
2003 reflect the opening of the Lawrenceville Correctional
Facility in March of 2003, a strengthening of the Australian
dollar by approximately 20% from 2002, an improvement in average
occupancy rates to 100% from approximately 97% in 2002, and
contractual cost of living adjustments.

Cash on the balance sheet at year-end 2003 was approximately $119
million compared with $35 million at year-end 2002.  This increase
in cash primarily reflects the proceeds from the sale of GEO's
joint venture interest in the United Kingdom during the third
quarter of 2003 for approximately $80.7 million, pre tax.

GEO estimates 2004 revenues to be in the range of $568 million to
$576 million. GEO expects first quarter 2004 revenues to be in the
range of $142 million to $144 million, second quarter 2004
revenues to be in the range of $139 million to $141 million, third
quarter 2004 revenues to be in the range of $139 million to $141
million, and fourth quarter 2004 revenues to be in the range of
$148 million to $150 million.

GEO estimates 2004 earnings per share to be in the range of $1.42
to $1.48. GEO expects first quarter 2004 earnings per share to be
in the range of $0.24 to $0.26, second quarter 2004 earnings per
share to be in the range of $0.37 to $0.39, third quarter 2004
earnings per share to be in the range of $0.35 to $0.36, and
fourth quarter 2004 earnings per share to be in the range of $0.46
to $0.47.

George C. Zoley, Chairman and Chief Executive Officer of GEO,
said, "We are very pleased with the strength of our 2003 operating
and financial results. 2003 has been an exceptional year for our
company. We were successful in repurchasing all 12 million shares
of stock held by our former parent company. In the process we have
been transformed from a corporate subsidiary into a truly
independent company with enhanced access to the capital markets.
Our new name, The GEO Group, Inc., symbolizes our standing as a
global provider of diversified government services and has
positioned us for further growth. We are looking forward to
continuing our efforts to pursue future business opportunities and
enhance shareholder value."

GEO is a world leader in the delivery of correctional and
detention management, health and mental health, and other
diversified services to federal, state, and local government
agencies around the globe. GEO offers a turnkey approach that
includes design, construction, financing, and operations.  GEO
represents government clients in the United States, Australia,
South Africa, New Zealand, and Canada servicing 42 facilities with
a total design capacity of approximately 36,000 beds.

As reported in Troubled Company Reporter's January 13, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary 'B'/'B-' senior unsecured/subordinated debt ratings to
prison and correctional services company The GEO Group Inc.'s $200
million universal shelf registration. (GEO was formerly known as
Wackenhut Corrections Corp.)

At the same time, Standard & Poor's affirmed its outstanding
ratings on GEO, including the company's 'B+' corporate credit
rating.

The outlook is stable.


GILMAN & CIOCIA: Ability to Continue as Going Concern Uncertain
---------------------------------------------------------------
Gilman & Ciocia, Inc., is a corporation that was organized in 1981
under the laws of the state of New York and reincorporated under
the laws of the State of Delaware in 1993. The Company provides
financial planning services, including securities brokerage,
insurance and mortgage agency services, and federal, state and
local tax preparation services to individuals, predominantly in
the middle and upper income tax brackets. In Fiscal 2003,
approximately 89% of the Company's revenues were derived from
commissions on financial planning services and approximately 11%
were derived from fees for tax preparation services. As of June
30, 2003, the Company had 43 offices operating in 5 states (New
York, New Jersey, Connecticut, Florida and Colorado). In Fiscal
2003, the Company had total revenues of $62.9 million representing
a decrease of $4.6 million from revenues from continuing
operations in Fiscal 2002.

The Company's financial statements have been prepared assuming the
Company will continue as a going concern. The Company has suffered
losses from operations in each of its last four years and is in
default under its three largest financing agreements raising
substantial doubt about its ability to continue as a going
concern. During Fiscal 2003, the Company incurred net losses of
$14,028,251 and at June 30, 2003 had a working capital deficit of
$19,302,466. The Company's ability to continue as a going concern
and its future success is dependent on its ability to reduce costs
and generate revenues.

As a result of a number of defaults under its agreements with
Wachovia Bank, National Association, on November 27, 2002, the
Company entered into a debt forbearance agreement with Wachovia
and subsequently amended the debt forbearance agreement on June
18, 2003. Another of its lenders, Travelers Insurance Company
claimed several defaults under its agreement, but acknowledged
that it was subject to the terms of a subordination agreement
which restricts the remedies it can pursue against the Company.
The Company's debt to Rappaport Gamma, Ltd. was due on October 30,
2002, but remains unpaid. This loan is also subordinated to the
Wachovia loan. That lender is entitled to receive shares of the
Company's common stock monthly while the debt remains unpaid.

During Fiscal 2003, the Company underwent a transition in senior
management and in the composition of its Board of Directors. On
August 8, 2002, Michael Ryan was appointed President and Chief
Executive Officer of the Company, Thomas Povinelli resigned as the
Company's President and Chief Executive Officer and as a director
of the Company, and David Puyear resigned as the Company's Chief
Financial Officer. In addition, on August 8, 2002, Edward H.
Cohen, Steve Gilbert and Michael Ryan were added to the Board. On
May 15, 2003, Louis Karol and Doreen Biebusch resigned from the
Board, and on July 24, 2003, Seth Akabas resigned from the Board.

The Company is the subject of a formal investigation by the
Securities and Exchange Commission.  The investigation concerns,
among other things, the restatement of the Company's financial
results for Fiscal 2001 and the fiscal quarters ended March 31,
2001 and December 31, 2001, the Company's delay in filing Form 10-
K for Fiscal 2002 and 2003 and the Company's past accounting and
recordkeeping practices. The Company had previously received
informal, non-public inquiries from the SEC regarding certain of
these matters. On March 13, 2003, three of the Company's
executives received subpoenas from the SEC requesting that they
produce documents and provide testimony in connection with such
investigation and on March 19, 2003, the Company received a
subpoena requesting that it produce documents. The Company and its
executives have complied and intend to continue to comply fully
with the requests contained in the subpoenas and with the SEC's
investigation. In addition, the Company has been advised that the
SEC wanted to interview certain former officers, directors and
employees of the Company. The Company does not believe that the
investigation will have a material effect on the Company's
Consolidated Financial Statements. On January 13, 2004 the Company
received subpoenas for two executives to be re-interviewed. One of
the executives is no longer with the Company. Both of these
interviews are currently scheduled.

The shares of the Company's common stock were delisted from the
NASDAQ national market in August 2002 and are now traded in the
over-the-counter market on what is commonly referred to as the
"pink sheets".

On March 5, 2003, the Company received a notice of default from
the attorneys for Wachovia, alleging that the Company was in
default for selling eleven offices without the written consent of
Wachovia; failing to remit to Wachovia the proceeds of the sales
of the offices; and failing to provide to Wachovia the monthly
reports required under the Forbearance Agreement. By letter dated
March 10, 2003, counsel for Wachovia advised the Company that
Wachovia rescinded the notice of default and Wachovia consented to
the sale of certain Company offices.

Upon a subsequent review of the Forbearance Agreement, on March
21, 2003 the Company notified the attorneys for Wachovia that it
was not in compliance with the following provisions of the
Forbearance Agreement: late filing of several local personal
property tax returns and the late payment of the taxes owed; late
payment of several local license fees and late payment of several
vendors of materials and supplies; and failure to make rent
payments on a few vacant offices for which the Company was
negotiating workout payments with the landlords. The total amount
due for these payables was not material and Wachovia did not issue
a notice of default for any of the items.

At a meeting with Wachovia on May 13, 2003, the Company notified
Wachovia that it was in technical default under the Forbearance
Agreement for failing to pay payroll tax withholdings due which
resulted from a bookkeeping error from switching to a new payroll
company. All payroll tax withholdings were immediately paid by the
Company after discovering the error and Wachovia did not issue a
note of default for the error.

In an Amendment to Forbearance Agreement entered into between the
Company and Wachovia as of June 18, 2003, the maturity date of the
Wachovia Loan was extended to July 1, 2004. In addition, Wachovia
rescheduled certain principal payments.


GLOBAL SIGNAL: Fitch Rates Series 2004-1 Class F & G Notes at BB/B
------------------------------------------------------------------
Global Signal Trust I, commercial mortgage pass-through
certificates, series 2004-1 are rated by Fitch Ratings as follows:

        -- $220,000,000 class A 'AAA';
        -- $23,000,000 class B 'AA';
        -- $29,000,000 class C 'A';
        -- $52,000,000 class D 'BBB';
        -- $21,000,000 class E 'BBB-';
        -- $38,000,000 class F 'BB';
        -- $35,000,000 class G 'B'.

All classes are privately placed pursuant to Rule 144A of the
Securities Act of 1933. The certificates represent beneficial
ownership interest in the trust, whose primary asset is a fixed-
rate loan, collateralized by security interests in 2,741 wireless
communication sites, having an aggregate principal balance of
approximately $418,000,000, as of the cutoff date.


GROSVENOR ORLANDO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Grosvenor Orlando Associates
        dba Grosvenor Resort Partnership
        1850 Hotel Plaza Boulevard
        Orlando, Florida 32830

Bankruptcy Case No.: 04-01085

Type of Business: The Debtor owns a full service resort complex is
                  located on 13 beautifully landscaped, lakeside
                  acres offering two heated swimming pools, a hot
                  tub, lighted tennis courts, basketball,
                  volleyball, shuffle board, electronic game room
                  and fitness center.

Chapter 11 Petition Date: February 3, 2004

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: R. Scott Shuker, Esq.
                  Gronek & Latham, LLP
                  P.O. Box 3353
                  Orlando, FL 32802-3353
                  Tel: 407-481-5800

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
HERE Union Local 737          Estimate Strike Bark    $1,826,034
1271 Laquinta Dr.             Pay
Orlando, FL 32809

Zenith Insurance Co.          Worker's Comp             $260,130
P.O. Box 628241               Insurance
Orlando, FL 32862-8241

Carrier Corporation           Purchase of Chiller       $192,981

US Foodservice                Trade Debt                $101,620

Fleetwood Limousine Svc       Bus Svc to Theme           $70,775
                              Parks

Sysco Foods                   Trade Debt                 $42,320

Hotel Plaza Assoc.            Association Dues           $32,898

Presentation Services         Trade Debt                 $28,384

Wayand-East Food Svc          Trade Debt                 $19,062

Utell                         Reservation Supplier       $14,556

Creative Printing             Printing Services          $13,996

Land Technologies             Landscaping                $13,028
                              Maintenance

AAA                           Advertising                $12,138

Floormax III, Inc.            Trade Debt                 $11,878

American Hotel Register       Trade Debt                 $11,715

Guest Distribution            Guest Room Supplies        $10,049

Wilson's Complete Asphalt     Asphalt Repair              $8,965

Newmarket International       Trade Debt                  $8,753

Kone, Inc.                    Elevator Contract           $8,694

Royal Cup                     Trade Debt                  $8,254


HANGER ORTHOPEDIC: Will Publish 2003 Year-End Results on Feb. 25
----------------------------------------------------------------
Hanger Orthopedic Group, Inc. (NYSE: HGR) announced preliminary
unaudited net sales of $548.0 million and a range of EBITDA
between $94.0 million and $95.0 million for the year ended
December 31, 2003.  Hanger will release the audited results after
the close of business on February 25, 2004.  A conference call
will be held the following morning, February 26, 2004.

For the year, sales increased by $22.5 million, or 4.3%, primarily
due to a 1.7% increase in same center sales in the Company's O&P
practices, a 1.5% increase from acquired practices, and a 19.6%
increase in outside sales by the Company's distribution business.
The sales improvement in the O&P practices was principally in
prosthetics, as orthotic sales were flat. This caused the sales
mix to change slightly in favor of prosthetic sales. Despite the
change in mix, the gross profit margin remained relatively
unchanged at 52.8% of sales compared to 53.0% in 2002.

The EBITDA for the year was lower than anticipated. SG&A expenses
increased principally due to increased field level variable
compensation, the expenses of acquired practices, the investment
in increased staffing of the marketing department, the new billing
system, as well as the costs of meeting new government regulations
and governance requirements.

Cash flow from operations exceeded $50.0 million for the year
ended December 31, 2003.

The company made substantive progress in several areas that should
benefit results in the future:

    * Marketing -- the Company invested an additional $3 million
      in marketing in fiscal 2003 and started to see some benefit
      in the fourth quarter when same center sales increased by
      3.3%, which was the single highest quarterly increase in the
      year.

    * National contracts -- the Company has continued its pursuit
      of contracts with large payors in order to leverage its
      footprint. The Company was successful in signing a contract
      with a large workers' compensation provider in the fourth
      quarter, which will generate approximately $8 million in
      additional sales in calendar 2004. This will be an area of
      continued focus in 2004.

    * New technology -- the Company will continue its development
      and implementation of new technologically advanced processes
      to increase productivity, such as its exclusive Insignia(TM)
      laser scanning system and next generation products to
      improve its patients' daily lives and treatment experience.

Hanger Orthopedic Group, Inc. (S&P, B+ Corporate Credit Rating),
headquartered in Bethesda, Maryland, is the world's premier
provider of orthotic and prosthetic patient-care services. Hanger
is the market leader in the United States, owning and operating
591 patient-care centers in 44 states and the District of
Columbia, with 3,139 employees including 875 certified
practitioners.  Hanger is organized into two business segments:
patient-care, which consists of nationwide orthotic and prosthetic
practice centers, and distribution, which consists of distribution
centers managing the supply chain of orthotic and prosthetic
componentry to Hanger and third party patient-care centers.  In
addition, Hanger operates the largest orthotic and prosthetic
managed care network in the country.


HAYES LEMMERZ: HLI Trust Demands Skadden Turnover Documents
-----------------------------------------------------------
William F. Taylor, Jr., Esq., at McCarter & English LLP, in
Wilmington, Delaware, contends that Skadden, Arps, Slate, Meagher
& Flom, LLP, cannot belie the fact that the HLI Creditor Trust
(formed under Hayes Lemmerz' confirmed chapter 11 plan) is a
successor to the Reorganized Debtors as Skadden's clients.  
Skadden created the Documents the trust wants in the course of its
investigation of the Trust Claims on the Debtors' behalf.  Thus,
the Documents, including any work product, were the Debtors'
property, and any attorney-client privilege also obviously
belonged to the Debtors.

Mr. Taylor relates that the Debtors ceased to exist as legal
entities on June 3, 2003, when the Plan became effective, and
Skadden's representation of them necessarily ended.  On that same
date, two distinct successors to the Debtors were created by
operation of the Plan, the Confirmation Order and the Trust
Agreement -- the Trust and the Reorganized Debtors.  Each of
these legal entities became a successor to the Debtors, as
Skadden's former client:

   * the Trust with respect to the Trust Claims; and

   * the Reorganized Debtors with respect to the Retained
     Actions.

Mr. Taylor asserts that the Reorganized Debtors, which Skadden is
currently representing, are legal entities that are distinct from
the Debtors.

As the Trust Claims were vested in the Trust as of the Effective
Date, the Reorganized Debtors were divested of any right, title
and interest in these causes of action.  These entities also
necessarily succeeded to the interest in any privilege associated
with the causes of action.  Furthermore, the Confirmation Order
specifically makes the Trust a successor to the Debtors "for
purposes of continuing the privileged nature of any . . .
communication shared with . . . the Trustee for the HLI Creditor
Trust."

Accordingly, regardless of Skadden's continued representation of
the Reorganized Debtors, the Trust is a legal successor to the
Debtors on all matters related to the Trust Claims.  Thus, the
Trust owns the associated privilege and is entitled to all state-
law protections.

For these reasons, Mr. Taylor contends that all other arguments
made by Skadden to avoid turning over the Documents to the
Trustee must fail because:

   (1) it is absolutely irrelevant that neither the Plan nor the
       Confirmation Order fails to specifically state that the
       title to the Documents has passed to the Trust, which was  
       transferred concurrently by operation of law;

   (2) Skadden's reference to the Confidentiality and Joint
       Defense Agreement as evidence of the Trustee's agreement
       that "he would not be entitled to the Reorganized Debtors'   
       privileged information," is wrong; and

   (3) Skadden invokes the risk of prejudice from producing the
       Documents to the Trust and cites the admittedly high
       standards that apply to efforts of counsel to compel
       production of work product in discovery.

Mr. Taylor explains that the Confidentiality and Joint Defense
Agreement prohibited the Creditors Committee from sharing
privileged information with the Trust.  It does not contain any
waiver of the Trust's rights to obtain information from the
former counsel of its legal predecessor.  While the sharing of
privileged information with anyone by the Creditors Committee may
have jeopardized the privileged nature of the information, no
danger exists when the same information is shared by the counsel
with the entity to which the privilege belongs to begin with.  In
any case, Mr. Taylor contends that the Confidentiality and Joint
Defense Agreement has no relevance after the Effective Date.

Mr. Taylor also reminds the Court that the Trust is seeking
privileged information of the Debtors, its predecessors-in-
interest, not the privileged information of the Reorganized
Debtors.  Accordingly, all of Skadden's arguments regarding
whether the Trust needs the Documents or whether it can obtain
equivalent information elsewhere are completely irrelevant. (Hayes
Lemmerz Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


HOST MARRIOTT CORPPORATION: Selling Six Hotels for $70 Million
--------------------------------------------------------------
Host Marriott Corporation (NYSE: HMT) sold three hotels and signed
an agreement to sell two additional hotels for total proceeds of
$70 million to a joint venture comprised of HEI Hospitality,
Greenfield Partners, LLC and GIC Real Estate.  

The three hotels sold were the Atlanta Marriott Northwest, the
Detroit Airport Marriott, and the Detroit Marriott Southfield
hotels.  The closing of the sale of the two remaining hotels, the
Atlanta Marriott Norcross and the Fullerton Marriott at California
State University, is expected to occur in mid March and is subject
to customary closing conditions.  In addition, the Company
announced the sale of the Mexico City Airport Marriott hotel for
total proceeds of $30 million.  The proceeds from these sales are
expected to be used to repay debt or for other corporate purposes.

The Company intends to increase its sales efforts for its non-core
assets as a result of strong demand in the market.  The Company
now forecasts the sale of a total of approximately $500 million of
assets in 2004 (including the transactions announced in this
report) with the majority of dispositions occurring in the first
half of the year.  Sales proceeds will be used to pay down debt,
invest in the Company's existing portfolio and/or acquisitions.  
To the extent the proceeds are employed to repay debt, the Company
expects to incur certain one-time adjustments, consisting of call
premiums and accelerated deferred financing costs (in addition to
the amounts discussed in a previous report).

Christopher J. Nassetta, president and chief executive officer,
stated, "We believe selling non-core assets in this environment is
the right long-term strategic decision for the company.  The sale
of these non-core assets will enhance the overall quality of our
portfolio and our long-term earnings growth rate."

The Company has finalized the review of individual property
budgets for 2004 and continues to believe that its prior RevPAR
and margin guidance are still appropriate.  RevPAR is expected to
increase approximately 3% to 4% from 2003 and margins will be
generally flat.  The Company will provide initial 2004 earnings
guidance on its fourth quarter earnings call scheduled to take
place on February 24, 2004.

Host Marriott Corporation (S&P, B+ Corporate Credit Rating,
Stable) is a lodging real estate company, which owns 122 upscale
and luxury full-service hotel properties primarily operated under
Marriott, Ritz-Carlton, Four Seasons, Hyatt, Hilton and Swissotel
brand names. For further information on Host Marriott Corporation,
visit the Company's Web site at http://www.hostmarriott.com/


HOST MARRIOTT: Extends 7-1/8% Notes Exchange Offer Until Thursday
-----------------------------------------------------------------
Host Marriott Corporation (NYSE: HMT) announced that Host
Marriott, L.P., for whom the Company acts as sole general partner,
has extended the expiration date of its offer to exchange up to
$725 million in aggregate principal amount of its registered
7-1/8% Series K Senior Notes due 2013 for its outstanding
unregistered 7-1/8% Series J Senior Notes due 2013.

The exchange offer was originally scheduled to expire at 5:00 p.m.
on Wednesday, February 4, 2004, but will now expire at 5:00 p.m.
(Eastern Standard Time) on Thursday, February 12, 2004.  As of the
close of business on February 4, 2004, $724 million in aggregate
principal amount of Host Marriott, L.P.'s outstanding unregistered
7 1/8% Series J Senior Notes due 2013 had been tendered to the
exchange agent by the holders thereof.

The exchange agent for the exchange offer is The Bank of New York,
Reorganization Unit, Attn: William Buckley, 101 Barclay Street,
7E, New York, New York 10286.  For information, call (212) 815-
5788.

Host Marriott Corporation (S&P, B+ Corporate Credit Rating,
Stable) is a lodging real estate company, which owns 122 upscale
and luxury full-service hotel properties primarily operated under
Marriott, Ritz-Carlton, Four Seasons, Hyatt, Hilton and Swissotel
brand names. For further information on Host Marriott Corporation,
visit the Company's Web site at http://www.hostmarriott.com/


ICOWORKS INC: Appoints B.B. Tuley & Gerry Lindberg as Directors
---------------------------------------------------------------
The Company announced that Mr. B.B. Tuley has been appointed as a
Director of Icoworks Inc. Mr. Tuley is a CPA who will provide the
Company with his insight in operations and corporate governance.
Mr. Tuley brings to the board over 30 years of high level
experience managing and consulting with companies in a wide range
of industries. Mr. Tuley's experience, having served as CEO, CFO
and director of several private and public companies as well as
his public accounting background, will further strengthen the
Icoworks team. Mr. Tuley also serves as a member of the Board of
Trustees of the Research & Development Foundation of Texas A&M
University and is a member of the Board's audit committee.

In addition, Mr. Gerry Linberg has been appointed as a Director of
Icoworks Inc. Mr. Linberg is a seasoned sales executive who has
been instrumental in a number of start up successes and as an
innovator launched a successful CD based parts catalogue for
American Honda and MAC Trucks. Mr. Linberg was Director of
Operations for Autoweb.com, Inc. where he created corporate
infrastructure and implemented their business plan. Mr. Linberg
has a Bachelor of Arts in Political Science from Seton Hall
University and a Juris Doctorate from Western New England College
School of Law.

Graham Douglas, the Chairman, stated, "We are delighted that B.B.
and Gerry have agreed to serve as we are sure to benefit from
their operational experience and extensive contacts."

Icoworks Inc. has acquired a 53% interest in Icoworks Holdings
Inc. (http://www.icoworks.com/)an integrated   
Commercial/Industrial Auction company. In November of 2002
Icoworks Inc. announced its intent to merge with Icoworks
Holdings. Icoworks Inc. plans to acquire the remaining 47%
interest in Icoworks Holdings by issuing two shares of its common
stock for each remaining share of Icoworks Holdings. The Icoworks
merger remains subject to approval by the shareholders. The
shareholder meeting will be held once requisite regulatory
documents have been prepared and filed.

Icoworks Inc., named after the Latin word "ico" (meaning to strike
a bargain), is an integrated commercial/industrial auction company
focused on consolidating the industry. Through its subsidiaries,
Icoworks offers a complete array of industrial, oilfield,
commercial appraisal, liquidation and auction services. As a
consolidator of the traditional industrial auction industry, the
company enhances bricks and mortar businesses by employing
electronic information technologies to provide a trading
environment that allows buyers and sellers of both mobile and
stationary equipment to conduct transactions in a secure,
convenient, geographically independent marketplace.

                      *    *    *

          Liquidity and Going Concern Uncertainty

Dohan and Company, CPA.'s of Miami, Florida, the Company's
independent auditors have stated in their October 16, 2003
Auditors Report:  "[T]he Company has continued to incur operating
losses, has used, rather than provided, cash from operations and
has an accumulated deficit of $3,621,898. These factors, and
others, raise substantial doubt about the Company's ability   to
continue as a going concern. The ability of the Company to
continue operations is subject to its ability to secure additional
capital to meet its obligations and to fund operations."

At June 30, 2003, Paragon Polaris, now known as Icoworks Inc., had
cash of $448,404 and a working capital deficiency of $1,562,863.
Its working capital deficiency is the result of a number of
factors including the expansion of operations and continuing
losses. Management anticipates that the Company will require
additional funding in order to achieve profitable operations and
to implement its plan of operations.  The amount due to joint
venture and guarantees was $2,449,626 at June 30, 2003. This
amount was comprised of a liability to the investors of the
Icoworks Joint Venture bought deal fund that was outstanding in
the amount of $1,243,017 at June 30, 2003. The balance of
$1,206,609 was comprised of amounts that Paragon Polaris had
guaranteed to receivers and consignors with respect to goods to be
auctioned by the Company where it has guaranteed a minimum sales
price to the receivers and consignors. In these arrangements, the
Company is at risk as to the ultimate sales price of the goods to
be sold. Accordingly, the goods that are the subject of these
arrangements are recorded by the Company as inventory. As a result
of the joint venture and guaranteed arrangements, Paragon Polaris'
inventory increased to $2,087,581 at June 30, 2003 from $9,695 at
June 30, 2002. Cash provided by operating activities was $392,114
during the year ended June 30, 2003, compared to cash used in
operating activities in the amount of $1,039,929 during the year
ended June 30, 2002. The Company experienced an increase in
inventory in the amount of $2,077,886 during this period and an
increase in accounts payable and accrued liabilities in the amount
of $717,860.

Management anticipates that the Company will require additional
financing in the amount of $500,000 over the next twelve months in
order to fund its shortfall in cash used in operating activities.


ICOWORKS INC: Subsidiary Opens New Office in Portland, Oregon
-------------------------------------------------------------
Icoworks Inc.'s (OTCBB:ICOW) 53% subsidiary Icoworks Holdings Inc.
opened an office in Portland Oregon

Graham Douglas, Chairman stated, "The addition of a west coast
presence enhances our diversity across a number of major North
American markets. The Portland office marks our first U.S.
expansion out of Oklahoma and Texas and is part of our overall
strategy to become one of the leaders in the asset realization
business in North America. The expansion compliments our oilfield
operations unit, Premier Auctioneers International Inc., which is
arguably the preeminent oilfield equipment liquidator in North
America.

"Carl Henriksen, will head up our Portland, Oregon office. He is
another seasoned veteran in the auction business who has joined
our Icoworks Services Inc. subsidiary. Carl will oversee and
manage the expansion and integration of this new business unit
located in the North West USA region. Carl will also provide his
expertise to our existing operations."

Carl stated, "I am looking forward to working with the outstanding
team that has been established and contributing to the growth of
the Company"

Icoworks Inc. has acquired a 53% interest in Icoworks Holdings
Inc. -- http://www.icoworks.com/-- an integrated  
Commercial/Industrial Auction company. In November of 2002
Icoworks Inc. announced its intent to merge with Icoworks
Holdings. Icoworks Inc. plans to acquire the remaining 47%
interest in Icoworks Holdings by issuing two shares of its common
stock for each remaining share of Icoworks Holdings. The Icoworks
merger remains subject to approval by the shareholders. The
shareholder meeting will be held once requisite regulatory
documents have been prepared and filed.

Icoworks Inc., named after the Latin word "ico" (meaning to strike
a bargain), is an integrated commercial/industrial auction company
focused on consolidating the industry. Through its subsidiaries,
Icoworks offers a complete array of industrial, oilfield,
commercial appraisal, liquidation and auction services. As a
consolidator of the traditional industrial auction industry, the
company enhances bricks and mortar businesses by employing
electronic information technologies to provide a trading
environment that allows buyers and sellers of both mobile and
stationary equipment to conduct transactions in a secure,
convenient, geographically independent marketplace


IMC GLOBAL: 2003 Year-End Net Loss Widens to $135 Million
---------------------------------------------------------
IMC Global Inc. (NYSE: IGL) reported earnings from continuing
operations of $0.1 million, or a loss of 2 cents per diluted share
including the impact of $2.6 million of preferred dividends, for
the quarter ended December 31, 2003. This compared with a loss
from continuing operations of $33.4 million, or 29 cents per
diluted share, a year ago.  A loss from discontinued operations of
$63.9 million, or 56 cents per diluted share, was recorded in the
quarter, predominantly reflecting non-cash tax adjustments
connected with the Company's sale of its remaining IMC Chemicals
assets.  In the year ago quarter, IMC Global reported a loss from
discontinued operations of $42.3 million, or 37 cents per diluted
share.

Including predominantly non-cash losses from discontinued
operations in both periods, the Company recorded a net loss of
$63.8 million, or 58 cents per diluted share, in the fourth
quarter of 2003 compared with a net loss of $75.7 million, or 66
cents per diluted share, a year ago.

2003 fourth quarter results from continuing operations were
predominantly affected by large increases in raw material costs,
partially offset by higher phosphate prices and increased
phosphate and potash volumes.  Ammonia and sulphur costs increased
54 and 14 percent, respectively, versus the prior year, while
average diammonium phosphate (DAP) realizations improved $26 per
short ton, or 20 percent.  Phosphate and potash shipments
increased 20 percent and 16 percent, respectively, compared to the
year-ago period.

Also favorably affecting the results were a pre-tax gain of $13.9
million ($7.5 million after tax and minority interest), or 6 cents
per diluted share, from the sale of IMC Phosphates Company's Port
Sutton marine terminal and a gain of $12.4 million, or 11 cents
per diluted share, from the sale of 1,025,472 common shares of
Compass Minerals International in connection with its initial
public offering in December.  The Company retains approximately
753,000 shares of Compass Minerals stock.

Partially offsetting these gains was a non-cash, pre-tax loss from
the unfavorable impact of the strengthening Canadian dollar on IMC
Potash's U.S. dollar denominated receivables of $17.7 million
($12.0 million after tax), or 10 cents per diluted share.  As
explained in hedging activity disclosures in previous 10-K and 10-
Q reports, the Company fully hedges its Canadian dollar cash
transactions, and hedged gains and losses are recorded in IMC
Potash's gross margins, but the Company does not hedge against
non-cash, U.S. dollar denominated receivables translation risk.

Net sales in the fourth quarter of 2003 increased 26 percent to
$604.1 million from $481.0 million a year ago due to improved crop
nutrients shipments and higher phosphate price realizations.

For the full year 2003, the Company reported a loss from
continuing operations of $37.6 million, or 37 cents per diluted
share, compared with a loss from continuing operations of $13.8
million, or 13 cents per diluted share, a year ago.  This included
a non-cash loss of $66.7 million, or 40 cents per diluted share,
in 2003 from the unfavorable impact of the stronger Canadian
dollar.

The Company reported a net loss of $135.4 million, or $1.22 per
diluted share, for 2003, which included the cumulative effect of a
change in accounting principle of $4.9 million, or 4 cents per
diluted share, and a predominantly non-cash loss from discontinued
operations of $92.9 million, or 81 cents per diluted share.  This
compared with a net loss in 2002 of $110.2 million, or 97 cents
per diluted share, which included a predominantly non-cash loss
from discontinued operations of $96.4 million, or 84 cents per
diluted share.

Selling, general and administrative expenses of $17.9 million in
the fourth quarter of 2003 fell 24 percent versus the prior year,
partially offset by a 9 percent increase in interest expense to
$46.9 million due to the Company's refinancing activities.  
Operating earnings and depreciation, depletion and amortization
expenses in the quarter were $53.5 million and $44.8 million,
respectively, compared with $28.6 million and $41.5 million a year
earlier.  Capital expenditures of $38.3 million in the fourth
quarter were down slightly from $39.9 million a year earlier;
full-year capital spending of $120.3 million declined nearly $20
million from the 2002 level of $140.0 million.

The Company ended 2003 with cash and cash equivalents of $76.8
million and its main bank revolver undrawn except for letters of
credit.  Total cash and revolver availability at year-end 2003 was
$237 million, with no significant debt maturities in 2004.

                        IMC PhosFeed

IMC PhosFeed's fourth quarter net sales of $429.3 million
increased 30 percent compared to $329.0 million last year as a
result of higher sales volumes and selling prices.  Total
concentrated phosphate shipments of approximately 1.9 million
short tons improved 20 percent versus the prior year level of
approximately 1.5 million short tons.  Export volumes rose 13
percent versus 2002 primarily due to higher shipments to China and
Brazil; domestic sales volumes improved 32 percent as rising
prices and improving farm fundamentals spurred orders.  The
average price realization for DAP of $159 per short ton in the
fourth quarter increased $26, or 20 percent, versus the prior year
and $3 per short ton from the third quarter of 2003.  Fourth
quarter Tampa export and Central Florida domestic DAP spot prices
attained levels not achieved in 5 and 8 years, respectively.

Fourth quarter gross margins of $5.8 million decreased from $15.1
million in the fourth quarter of 2002 but increased from the 2003
third quarter level of a loss of $1.3 million.  Higher sales
volumes and prices versus a year ago were more than offset by
increased ammonia, natural gas and sulphur raw material costs as
well as unfavorable rock costs due to reduced production rates and
higher expenses.  Approximately 30 percent of IMC's Louisiana
concentrated phosphate output continued to be idled to balance
supply and current market demand, an operating rate expected to be
maintained until market conditions show sufficient and sustained
improvement.

For the full year, net sales improved 6 percent to $1,417.5
million due to higher selling prices.  The average DAP price per
short ton of $154 increased 12 percent, or $17 per short ton,
versus the prior-year period.  Phosphate shipments of 6.0 million
short tons in 2003 compared with approximately 6.2 million tons in
the prior year as slightly higher export volumes were more than
offset by reduced domestic shipments primarily from the
disappointing 2003 spring planting season and the shutdown of all
Louisiana phosphate production for the months of June and July.

Gross margin losses of $23.7 million in 2003 compared with gross
margins of $78.5 million a year earlier due to significantly
higher raw material costs, as well as higher production costs,
partially offset by improved selling prices.  The combined year-
over-year increase in ammonia, natural gas and sulphur raw
material costs was approximately $126.2 million.

                          IMC Potash

IMC Potash's fourth quarter net sales increased 14 percent to
$198.0 million versus last year's $173.2 million due to stronger
export shipments.  Total sales volumes of 1.9 million short tons
increased 16 percent versus approximately 1.7 million a year ago.  
Export shipments improved 42 percent, primarily from increased
Asian and South American demand, while domestic volumes rose 5
percent.  The average selling price, including all potash
products, was $75 per short ton compared to $74 per short ton in
the prior year, as a 10 percent increase in domestic prices more
than offset a 15 percent decline in export prices primarily from
higher freight rates.  The Company's average domestic realization
for muriate of potash (MOP) improved $5 per short ton, or 7
percent, from the third quarter of 2003, reflecting the favorable
impact of MOP domestic price increases announced in mid-July and
late September.

Fourth quarter gross margins of $53.3 million ($64.9 million
excluding provincial levies) improved 30 percent from $41.1
million ($50.6 million excluding provincial levies) primarily as a
result of higher sales volumes and prices.  Effective hedging of
Canadian dollar denominated operating costs partially offset the
impact of changing exchange rates and slightly higher natural gas
costs.  IMC Potash continued to balance supply with demand by
taking approximately 7 weeks of mine shutdowns in the fourth
quarter, leaving year-end MOP inventory levels at their lowest
level since 1997.

Full-year 2003 net sales of $855.5 million were 6 percent higher
than last year's $805.9 million as increased volumes and slightly
higher domestic prices more than offset lower export realizations.  
Gross margins of $221.2 million ($275.2 million excluding
provincial levies) increased 10 percent versus the prior year.  
The gross margin improvement was attributable to higher sales
volumes and improved domestic pricing partially offset by slightly
lower export pricing.  Sales volumes rose 8 percent to
approximately 8.6 million short tons, the highest annual level
since 1997, from approximately 7.9 million in 2002.  Export
shipments improved 21 percent as Canpotex achieved record annual
shipments in 2003 of more than 6 million metric tons. Domestic
sales volumes rose slightly versus prior year.  The average
selling price, including all potash products, of $73 per short ton
compared to $74 per short ton in 2002.

                  Observations and Outlook

"There are encouraging results and trends to point to in our
fourth quarter performance, in spite of the large and negative raw
material cost increases which again depressed our phosphate
margins," said Douglas A. Pertz, Chairman and Chief Executive
Officer of IMC Global.

He noted that the Company's fourth quarter loss from continuing
operations of about 9 cents per diluted share, before several
gains (Port Sutton sale, 6 cents per diluted share, and Compass
Minerals International stock sale, 11 cents per diluted share) and
an unfavorable non-cash foreign currency impact (10 cents per
diluted share), was somewhat better than the original expectation
of a loss of 12 cents per diluted share.

"While ammonia costs and DAP selling prices both increased
substantially, the rate of DAP price improvements was greater in
the latter part of the quarter with DAP prices continuing to
strengthen into 2004," Pertz said. "While we did not see the full
impact of these increases in the fourth quarter, they bode well
for a strong start in 2004.  We ended 2003 with improving
phosphate margins and with the Tampa DAP export spot price at its
highest level in about 5 years.  We also saw phosphate margins
improve $7 million from the third quarter, our average DAP
realization increase $26 per short ton year-over-year, and volumes
improve 20 percent."

Pertz cited another solid IMC Potash performance in the quarter
with net sales and gross margins improving 14 and 30 percent,
respectively, versus 2002.  Potash shipments rose 16 percent in
the quarter, while full-year potash volumes of 8.6 million were
the highest since 1997, aided by a record year for Canpotex
shipments of more than 6 million metric tons.

"We are very pleased with the continuation of improved domestic
muriate of potash prices, which increased $5 per short ton from
the third quarter," said Pertz, who noted that an additional $10
per short ton domestic price increase has been announced for mid-
February.

He added that year-end DAP/MAP and MOP inventories were at their
lowest levels since 1997.

Improving global grain and fertilizer fundamentals provide an
encouraging backdrop for prospects for better performance in 2004.  
Much tighter grain markets, higher crop prices, lower producer
inventories and improved farm income point toward increased
domestic and offshore phosphate and potash demand this year, Pertz
noted.

He said that high raw material costs, especially ammonia and
natural gas, remain challenging in 2004, but pointed out that a $5
per metric ton reduction in first half February Tampa contract
ammonia pricing was an encouraging development that suggested
prospects for some raw material cost abatement ahead.

"We see a third consecutive year of improved DAP pricing as
supply-and-demand continues to tighten, operating rates edge
higher and U.S. exports increase, especially given lower ending
stocks in such countries as China, India and Pakistan," he said.

"With the Tampa DAP export spot price now at about $220 per metric
ton and a promising outlook for potash, we believe we start from a
good base for margin improvement in 2004," Pertz concluded.

        Definitive Agreement on IMC Chemicals Divestiture

On January 28, IMC Global entered into a definitive agreement with
affiliates of Sun Capital Partners, Inc. of Boca Raton, Florida to
divest substantially all of its remaining discontinued IMC
Chemicals entities.  Under the terms of the agreement, IMC Global
will retain a 19.9 percent equity interest in the IMC Chemicals
entities.  Closing is expected by the end of March and is subject
to a number of conditions.  A loss from discontinued operations of
$63.9 million was recorded in the quarter, predominantly
reflecting non-cash tax adjustments.  The Company had recorded tax
benefits related to estimated losses it had previously recorded on
the projected sale of the business.  Due to the final structure of
the transaction, the carrying value of the previously recognized
tax assets was reduced.

            IMC Global Proposal on Phosphate Resource
                  Partners Limited Partnership

IMC Global has presented to PRP-GP LLC (a subsidiary of IMC that
is the administrative managing general partner of PLP) a proposal
to convert each publicly held unit of Phosphate Resource Partners
Limited Partnership into 0.2 shares of IMC common stock.  The
proposal is subject to negotiation of a definitive agreement,
regulatory approval, unitholder action and other customary
conditions.  Alpine Capital and The Anne T. and Robert M. Bass
Foundation (collectively, the largest public holders of PLP units)
have agreed to support such a transaction.

         IMC Global and Cargill Crop Nutrition Combination

IMC Global and Cargill, Incorporated announced on January 27 the
signing of a definitive agreement to combine IMC Global and
Cargill Crop Nutrition to create a new, publicly traded company.  
The transaction is expected to be immediately accretive to IMC
Global earnings per share and to be more additive to earnings per
share over the next several years beyond the impact of currently
expected improvements in global agricultural and fertilizer
fundamentals.

The new company is expected to benefit from a stronger balance
sheet with increased financial flexibility, a lower cost of
capital, significant synergy potential, and an enhanced platform
for worldwide growth.

Under terms of the definitive agreement, IMC Global common
shareholders and Cargill will own on a pro forma basis 33.5
percent and 66.5 percent, respectively, of the outstanding common
shares of the new company.

The combination is subject to regulatory approval in the U.S.,
Brazil, Canada, China and several other countries; the approval of
IMC Global shareholders; the completion of the Phosphate Resource
Partners Limited Partnership unit exchange; and satisfaction of
other customary closing conditions.  Closing is anticipated in the
summer of 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/  


IMMUNE RESPONSE: Releases Shares from Trading Lockup Restriction
----------------------------------------------------------------
The Immune Response Corporation (Nasdaq: IMNR), a
biopharmaceutical company dedicated to treating and preventing HIV
and AIDS through the development of immune-based therapeutic
vaccines, announced today the early release of market-trading
lockup restriction on 17,480,600 shares of its Common Stock plus
977,800 Unit Purchase Options.  

The lockup restriction, which had been scheduled to expire on
April 4, 2004, will instead be released at the opening of the
market on February 6, 2004.

In December 2002, the Company issued approximately 9.5 million
shares of Common Stock and approximately 9.5 million Class A
warrants.  Each Class A warrant was exercisable for one share of
Common Stock and one Class B warrant. To incentivize exercise of
Class A warrants, the Company agreed that Class A warrant holders
who exercised by July 7, 2003 would receive, in addition, 0.5
shares of Common Stock for each Class A warrant which was so
exercised. However, those Class A warrant holders would agree to
extend until April 4, 2004 their lockup agreement regarding the
shares issued in December 2002 and the shares obtained in July
2003 upon exercise of the Class A warrants.  The Company retained
the right to release the lockup restriction early, on an
all-or-none basis.

The holders of 6,992,200 Class A warrants exercised their Class A
warrants by July 7, 2003, under these terms.  Accordingly, the
shares subject to the extended lockup restriction included the sum
of 6,992,200 shares (December 2002 issuance), 6,992,200 shares
(original entitlement under Class A warrants exercised), 3,496,100
shares (0.5 additional shares for each Class A warrant exercised)
and 977,800 UPOs.  These are the shares which the Company is now
releasing early from the extended lockup restriction.

The Immune Response Corporation is a biopharmaceutical company
dedicated to treating and preventing HIV and AIDS through the
development of immune-based therapeutic vaccines such as
REMUNE(R), its lead product candidate. The Company was co-founded
by medical pioneer Dr. Jonas Salk, who was instrumental in the
formulation of REMUNE(R), which is currently in Phase II clinical
development.

HIV, the human immunodeficiency virus, is the virus that causes
AIDS, a condition that slowly destroys the body's immune system,
making it vulnerable to infections. REMUNE(R) is designed to
induce a specific immune response to the HIV virus. It is
comprised of HIV-1 virus that has been chemically killed and
inactivated so that it is non-infectious, plus an adjuvant that
helps enhance the body's immune response to the virus. More than
60 million people have been infected with HIV since it was first
recognized in 1981, and approximately 40 million people around the
world are living with HIV today.

Please visit The Immune Response Corporation on the World Wide Web
at http://www.imnr.com/

                          *     *     *

                  Liquidity and Going Concern

In its Form 10-Q filed with the Securities and Exchange
Commission, the Company reported:

"The consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company
has operating and liquidity concerns due to historically reporting
significant net losses and negative cash flows from operations. As
of March 31, 2003 and December 31, 2002, the Company had a working
capital deficiency of $2.4 million and working capital of $1.0
million, respectivley, and an accumulated deficit of $263.0
million and $257.8 million, respectively.

"On March 28, 2003, we issued to Cheshire Associates, an affiliate
of one of our directors and principal stockholder, Mr. Kevin
Kimberlin, a short-term convertible promissory note in the amount
of $2.0 million, bearing interest at the rate of 8% per annum.  We
anticipate that the proceeds from the issuance of the March Note
will be sufficient to fund our planned operations, excluding
capital improvements and new clinical trial costs, only through
May 2003.  The March Note is convertible into either 1,626,016
shares of our common stock at a price of $1.23 per share (which
was the closing price of our common stock on March 27, 2003) or an
equal amount of such other securities that the Company may offer
in the future by means of a private placement to 'accredited
investors.'

On May 15, 2003, we issued to Cheshire Associates, an affiliate of
one of our directors and principal stockholder, Mr. Kevin
Kimberlin, a short-term convertible promissory note in the amount
of $1.0 million, bearing interest at the rate of 8% per annum.  We
anticipate that the proceeds from the issuance of the May Note
will be sufficient to fund our planned operations, excluding
capital improvements and new clinical trial costs, only into early
June 2003.  The May Note has a convertible feature still to be
determined in good faith negotiation prior to the 120-day
maturity.

"Notwithstanding the issuances of the March and May Notes, we will
continue to have limited cash resources.  Although our management
recognizes the imminent need to secure additional financing and
currently is negotiating with certain third parties the terms and
conditions of potential financing transactions, including the
private placement transaction described in the immediately
preceding paragraph, there can be no assurance that we will be
successful in consummating any such transaction or, if we do
consummate such a transaction, that the terms and conditions of
such financing will not be unfavorable to us.  The failure by us
to obtain additional financing before early June 2003, will have a
material adverse effect on us and likely result in our inability
to continue as a going concern.  As a result, our independent
auditors have concluded that there is substantial doubt as to our
ability to continue as a going concern for a reasonable period of
time, and have modified their report in the form of an explanatory
paragraph describing the events that have given rise to this
uncertainty regarding our 2002 annual consolidated financial
statements.

"These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.  The
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities
that might result should the Company be unable to continue as a
going concern."


INDEPENDENT ARTISTS: Stinky Love's Bid to Convert Case Overturned
-----------------------------------------------------------------
Debtor Nesbit Lee Lacy, a resident of Aspen, Colorado, does
business in Los Angeles, California, and says his business
interests are primarily in the motion picture industry, as well as
real estate investment and management, and art investment.  The
engages in cinematic ventures through a company Mr. Lacy owns
called Independent Artists Company LLC.

Mr. Lacy has come before the United States District for the
District of Colorado (Case Nos. 03-M-1681 [MJW] and 00-23048-SBB),
appealing an August 21, 2003 order of the Bankruptcy Judge
converting his chapter 11 bankruptcy proceeding to a Chapter 7
liquidation, pursuant to 11 U.S.C. section 1112(b).

The core of the dispute between the Debtor and Stinky Love, Inc.
is a failed movie production, "Love Stinks."  SLI, formed by the
producers of the movie, had a contract with IAC for payment by IAC
of $5,000,000 of the movie's marketing budget. The payment was not
made and the revenues from the movie were less than the costs and
expenses. After SLI received an arbitration award against IAC, SLI
sought payment from Mr. Lacy, individually, in an action in a
California state court, which action was pending when Mr. Lacy
filed his Chapter 11 petition on November 1, 2000.

The Bankruptcy Judge granted SLI relief from the stay of the
California state court action, the stay having arisen as a result
of the stay invoked by the Chapter 11 proceeding.  And on
September 16, 2002, judgment was entered in the Superior Court,
Los Angeles County requiring Mr. Lacy to pay SLI $5,735,685.
Mr. Lacy filed a timely appeal, and no supersedeas bond was
required, because Mr. Lacy's assets were in the Chapter 11
proceeding.   Because the appeal is pending in an intermediate
state appellate court in California, SLI holds a disputed claim
under the terms of the Debtor's Plan., which was confirmed on
September 17, 2001.  SLI accepted the Plan.

Upon SLI's motion, the Bankruptcy Judge ordered the proceedings
re-opened under 11 U.S.C. section 350.  SLI then moved, under 11
U.S.C. section 1112(b), to convert the case to a Chapter 7
liquidation proceeding, alleging Debtor's failure to comply with
the Plan and dissipation of assets which the Debtor had promised
to use to raise the money necessary for payment of creditors under
the Plan. The Debtor did not attend this hearing to convert, and
his counsel did not offer any evidence.

The Bankruptcy Judge relied, however, on the transcript of the
Debtor's testimony given at the Rule 2004 examination and
documents submitted by SLI, when Debtor testified upon examination
by SLI's counsel, during the earlier hearing held upon SLI's
motion to re-open the proceedings. Using these materials, the
Bankruptcy Judge, after hearing SLI's motion to convert the case
to a Chapter 7 liquidation proceeding, concluded there was cause
for such conversion under 11 U.S.C. section 1112(b)(2), (3) and
(7).  

In explanation of his ruling, the Bankruptcy Judge said the Debtor
has "been unable to effectuate his Plan and has unreasonably
delayed payment to his creditors; in particular, SLI."  The
Bankruptcy Judge pointed out that this was a "liquidating plan"
requiring Debtor to liquidate the assets and hold the proceeds for
the benefit of creditors."  SLI, said the Bankruptcy Judge, simply
was seeking to transfer the Plan property "to the Chapter 7 estate
in order that the Plan may be carried out."

Senior District Judge Matsch says in his Memorandum Opinion for
the appeals court, that because the Bankruptcy Judge erroneously
concluded that the assets that were expressly vested in the Debtor
in the confirmed Plan of Reorganization would become assets of the
bankruptcy estate to be liquidated by the Chapter 7 Trustee, the
order is reversed and the matter is remanded for reconsideration.

                          Background
        
The Debtor's First Amended Plan of Reorganization was submitted
with the Third Amended Disclosure Statement and confirmed on
September 17, 2001.  SLI accepted the Plan.  

The Debtor's Disclosure Statement and bankruptcy schedules listed
equities in real estate, including 12.5 acres of undeveloped land
in Brentwood, California (the Sullivan Canyon Property), a
commercial office building in Los Angeles (Melrose Place) and
ownership of Tagert Lakes Holdings LLC, composed of 117 acres of
undeveloped land near Aspen, Colorado (the Tagert Lakes Property).  
The Debtor also listed an art collection of considerable value.

The Plan provided for full payment of claims of unsecured
creditors.  Class 7(a) creditors with allowed unsecured claims of
$1,000 or less were paid as the Plan provided.  Creditors with
allowed claims greater than $1,000 were to be paid in full, with
interest, within two years after the effective date of the Plan.  
The means for implementing the Plan were the sales of one parcel
of the Tagert Lakes ranch property; all or part of the Sullivan
Canyon Property and liquidation of the art collection to the
extent necessary to obtain the necessary funds for the payment of
unsecured claims.  

The Debtor agreed to attempt to refinance the Sullivan Canyon
Property within six months following the effective date and to
improve it to enable division into two parcels.  The Disclosure
Statement showed a liquidation value for Sullivan Canyon Property
of $7 million, with net equity of $3.3 million after payment of
existing liens of $1.6 million, taxes and costs of sale.  The
Disclosure Statement showed a liquidation value for the Tagert
Lakes Property of $18 million, with net equity of approximately
$7 million after payment of existing liens of $6.9 million, as
well as taxes and costs of sale.  The Plan required Debtor to sell
at least one parcel of the Tagert Lakes Property within the first
year following the effective date of the Plan.

After detailing some other features of Debtor's Plan of
Reorganization, Judge Matsch, in his Memorandum Opinion, reviews
some of the reasons the Bankruptcy Judge found the Debtor remiss
in effectuating the Plan for the benefit of making payment to his
creditors:  namely, the Debtor had delayed in refinancing the
Sullivan Canyon Property and then obtained a new loan carrying a
high interest rate which was eroding the equity in the property;
that existing secured debt had not been serviced in a timely
manner, thereby decreasing the Debtor's equity; and that the
Debtor had sold the Tagert Lakes Property for $13 million,
diverting proceeds from the sale to pay creditors with unscheduled
debts, including payments to business associates, insiders and
entities controlled by the Debtor; and that the Debtor had not
made adequate arrangements for the Sullivan Canyon Property.

                      Judge Matsch Reviews
            The Bankruptcy Court's Legal Conclusions

Judge Matsch writes in his Opinion for the appeals court: "The
decision to convert [to a Chapter 7 liquidation] is reviewed for
an abuse of discretion.  A bankruptcy court abuses its discretion
if it bases its ruling upon an erroneous view of the law or a
clearly erroneous assessment of the evidence."  Pioneer
Liquidation Corp. v. United States Trustee (In re Consol. Pioneer
Mortgage Entities), 248 B.R. 368, 375 (B.A.P. 9th Cir. 2000),
aff'd 264 F.3d 803 (9th Cir. 2001).

Section 1141(a) of the Bankruptcy Code, says the judge, provides
that a confirmed Chapter 11 plan binds the debtor, any entity
acquiring property under the plan, as well as any creditor, equity
security holder, among others, whether or not the claim or
interest was impaired under the plan or the holder accepted the
plan.  "Except as otherwise provided in the plan or the order
confirming the plan, the confirmation of a plan vests all of the
property of the estate in the debtor."  11 U.SC. section 1141(b).  
Confirmation generally discharges the debtor from its pre-
confirmation debt and substitutes the obligations of the plan for
the debtor's prior indebtedness.  See 11 U.S.C. section 1141(c),
(d).  "The plan is essentially a new and binding contract,
sanctioned by the Court, between a debtor and his preconfirmation
creditors," states Judge Matsch, quoting the case In re Ernst, 45
B.R. 700, 702 (Bankr. D. Minn. 1985).

After laying out the nature of a confirmed plan, Judge Matsch then
reviews the nature of the Bankruptcy Court's authority in relation
to such confirmed plan.  After confirmation, the Judge writes, the
Bankruptcy Court retains jurisdiction to interpret, enforce or aid
the operation of a plan of reorganization.  Donaldson v. Bernstein
(In re Donaldson), 104 F. 3d 547 (3d Cir. 1997).  See also 1991
Advisory Committee Note to Fed. R. Bank. P. 3022 ("A final decree
closing the case after the estate is fully administered does not
deprive the court of jurisdiction to enforce or interpret its own
orders and does not prevent the court from reopening the case for
cause pursuant to 11 U.S.C. Sec. 350(b) of the Code.")   11 U.S.C.
section 1112(b) provides express authority for dismissal or
conversion of a Chapter 11 case, including post-confirmation
conversion.   And section 1142 of the Code requires the debtor to
carry out the plan and authorizes the bankruptcy court, after
confirmation, to order the performance of any act necessary to
effect consummation of the plan.

Further, the Plan of Debtor Nesbit Lee Lacy expressly provided for
retention of jurisdiction by the Bankruptcy Court, observes Judge
Matsch.  The Bankruptcy Court under the Code has jurisdiction and  
authority under the Code to consider SLI's post-confirmation
motion to convert to Chapter 7.  

Section 1112(b) of the Code provides that on request of a party in
interest, the court may convert a case under Chapter 11 to a case
under Chapter 7 or may dismiss a case under Chapter 11, whichever
is in the best interest of creditors and the estate, for cause,
including:  

     (1) continuing loss to or diminution of the estate and
         absence of a reasonable likelihood of rehabilitation;

     (2) inability to effectuate a plan;

     (3) unreasonable delay by the debtor that is prejudicial to
         creditors

                              *   *   *

     (7) inability to effectuate substantial consummation of a
         confirmed plan;

     (8) material default by the debtor with respect to a
         confirmed plan.

Judge Matsch writes in his Memorandum Opinion that the Code
distinguishes between property of the estate and property of the
debtor.  Property of the estate is defined in section 541 (a),
which states that commencement of a case creates an estate
comprised generally of "all legal or equitable interests of the
debtor in property as of the commencement of the case."  
Conversion of a case from a case under one chapter to a case under
another chapter constitutes an order for relief under the chapter
to which the case is converted, but . . . does not effect a change
in the date of the filing of the petition, the commencement of the
case or the order for relief.  11 U.S.C. section 348(a).  In a
Chapter 11 case, property of the estate vests in the debtor upon
confirmation, unless otherwise provided in the plan or order of
confirmation.

Some courts have held that post-confirmation conversion is futile,
reasoning that after confirmation no estate property remains to be
administered by a Chapter 7 trustee; the trustee would succeed to
no assets because property of the estate has vested in the debtor
upon confirmation of the plan.

However, Judge Matsch points out that in the case of Hillis Motors
Inc. v. Hawaii Auto. Dealers' Ass'n, 997 F.2d 581 (9th Cir. 1993)
the Ninth Circuit Court of Appeals held that certain property of a
Chapter 11 estate did not fully vest in the debtor upon
confirmation, but remained subject to the automatic stay.  The
court described the plan, which maintained control of the debtor's
business in the hands of a bankruptcy trustee after confirmation,
as "textually ambiguous" on the question of whether the property
of the estate wholly revested in the debtor upon confirmation.  
Hillis at 590.

But Judge Matsch emphasizes in his Opinion that there is no
ambiguity in the language of the instant Debtor's Plan.  The Plan
clearly states that "On the Effective Date of the Plan, all
property of the estate will vest in Lacy free and clear of all
liens except those specifically set forth in the Plan."  
Similarly, a provision of the Order Confirming the Plan provides,
"That in accordance with 11 U.S.C. section 1411(b), on
confirmation and except as otherwise provided in the Plan or Order
of Confirmation, all property interests owed by the estate will
automatically re-vest in the Debtor."  The Bankruptcy Judge
disregarded this plain language, continues Judge Matsch, in
imposing a trust with beneficial ownership of the assets in the
creditors.

The status of the Debtor as the owner of the assets is essential
to the conduct of his business after confirmation, the judge
writes; and public policy requires certainty in real estate
titles.  Those doing business with the Debtor must be free from
the consequences of an order divesting the Debtor's title and
exposing their transaction to the review and avoidance powers of a
Chapter 7 trustee.

SLI and the Bankruptcy Judge are in error in concluding that the
conversion simply replaces the Debtor with a Chapter 7 Trustee to
implement the Plan.  Judge Matsch points out that liquidation and
distribution under Chapter 7 must be conducted under the
provisions of the Bankruptcy Code, not the Plan.

Judge Matsch, after repeating these principles in illustrative
contexts, concludes that "The Bankruptcy Court erred in construing
the Debtor's Plan to that property of the estate had not fully
vested in the Debtor;" and, for all the reasons cited in his
Memorandum Opinion, the Order of August 21, 2003, in the United
States Bankruptcy Court in the instant case is reversed and
remanded to the Bankruptcy Court for further proceedings
consistent with his Opinion and Order.


INSIGHT HEALTH: S&P Revises Credit & Bank Loan Ratings to Negative
------------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured bank loan ratings and its 'B-'
subordinated debt rating on InSight Health Services Holdings
Corp., but revised the diagnostic imaging provider's outlook to
negative from stable.

During the past year, two relatively large, debt-funded
acquisitions have forestalled expected deleveraging. In addition,
the company has signed a letter of intent on a third acquisition
that could exceed the unused capacity on the delayed-draw term
loan and require new external financing if it transpires. At the
same time, the company's mobile imaging segment is grappling with
lower hospital admission rates and vendor-finance arrangements,
which have made it more affordable for medical practices and
hospitals to buy their own machines.

"The negative outlook indicates that Standard & Poor's could lower
ratings if InSight's business conditions do not sufficiently
improve over the next few quarters to temper the financial erosion
associated with these factors," said Standard & Poor's credit
analyst Jill Unferth.

As of Sept. 30, 2003, Lake Forest, California-based InSight had
approximately $495 million of debt outstanding, mainly in the form
of bank debt and $225 million of subordinated notes due in 2011.

The low-speculative-grade ratings reflect InSight's operating
concentration in a single business line, the relatively high
fixed-cost nature of its business, greater cash flow pressure
caused by current market conditions, and an aggressive capital
structure. However, several factors support favorable longer-term
demand for the company's services: imaging can limit overall
health care costs, expanded medical applications have been
developed for diagnostic imaging tools, and the population is
aging. An absence of near-term debt maturities, above-average
operating margins, and asset flexibility also offer ratings
support.


INTERSTATE BAKERIES: Terminates Alliance with Campbell Soup Unit
----------------------------------------------------------------
Interstate Bakeries Corporation (NYSE: IBC) today announced the
decision to end the two-year-old alliance between Interstate
Brands West Corporation, an IBC operating unit, and Pepperidge
Farm, Incorporated, a unit of Campbell Soup Company (NYSE: CPB).

The Pepperidge Farm/Interstate alliance produced and distributed a
limited line of variety breads under the "Pepperidge Farm" brand
in the Arizona, Utah, Idaho, and Montana markets as well as parts
of North Dakota and Wyoming. Distribution of Pepperidge Farm fresh
bakery SKUs currently being serviced by Interstate in these
markets will have production and service discontinued effective
February 14, 2004.

This decision to discontinue Pepperidge Farm fresh bakery SKUs
within this geography will not affect the distribution and service
of Pepperidge Farm cookies, crackers, stuffing or croutons or IBC
bread and cake products.

The geographical fresh bakery alliance was formed between
Interstate and Pepperidge Farm in October 2001 in an effort to
achieve mutual objectives. The alliance enabled Pepperidge Farm to
provide fresh bakery products to consumers in an area of the
country it had not previously serviced by utilizing Interstate's
regional manufacturing and distribution assets while enabling
Interstate to participate in the growing super premium bread
segment.

"This alliance was a good and profitable relationship, so the
decision to terminate our participation was difficult for us,"
said Jim Elsesser, IBC's Chairman and CEO. "We believe, however,
that IBC needs to have a stronger presence in the super premium
bread segment and that we need to take an independent course. We
are committed to introducing our own super premium bread line,
with our own unique product offerings, before the end of our
current fiscal year."

Interstate Bakeries Corporation (S&P, BB Corporate Credit and
Senior Secured Bank Loan Ratings, Negative) is the nation's
largest wholesale baker and distributor of fresh baked bread and
sweet goods, under various national brand names including Wonder,
Hostess, Dolly Madison, Merita and Drake's. The Company, with 58
bread and cake bakeries located in strategic markets from coast-
to-coast, is headquartered in Kansas City, Missouri.


JP MORGAN: Fitch Lowers Class G & H Note Ratings to B- and CCC
--------------------------------------------------------------
Fitch Ratings downgrades J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1998-C6, as
follows:

     -- $19.9 million class G to 'B-' from 'B';
     -- $6 million class H to 'CCC' from 'B-'.

Fitch upgrades the following classes:

     -- $47.8 million class B to 'AAA' from 'AA+'
     -- $39.8 million class C 'AA-' from 'A+'.

In addition, Fitch affirms the following classes:

     -- $679,061 class A-1 'AAA';
     -- $220.4 million class A-2 'AAA';
     -- $245.9 million class A-3 'AAA';
     -- Interest-only class X 'AAA';
     -- $47.8 million class D 'BBB';
     -- $15.9 million class E 'BBB-'.

Fitch also maintains the Rating Watch Negative status on classes F
and G, while removing class H from Rating Watch Negative. Fitch
does not rate the $13.9 million Class NR certificates.

The upgrades to the senior classes are primarily attributable to
an increase in subordination levels due to loan payoffs and
amortization.

The downgrades to the junior classes are due to the expected
principal losses on the specially serviced loans and increased
interest shortfalls. Classes F and G will remain on Rating Watch
Negative while the special servicer obtains the updated appraisal
values on the specially serviced loans and as long as the interest
shortfall on class G is outstanding.

As of the January 2004 distribution date, the pool's certificate
balance has been reduced by 12.38% to $697.9 million from $796.4
million at issuance. The certificates are currently collateralized
by 83 fixed-rate mortgage loans. No loans have realized losses to
date.

Midland Loan Services, the master servicer, L.P., collected year-
end 2002 financials for 98% of the pool. The pool's weighted
average debt service coverage ratio (DSCR) increased to 1.91 times
as of YE 2002 from 1.54x at issuance.

Four loans (8%) are currently 90 days delinquent and in special
servicing. The largest of these loans (3.7%) is secured by a
retail property in Honolulu, HI. Costco, the major tenant, vacated
and current occupancy is only 31%. The second largest specially
serviced loan (2.1%) is secured by an office property in Reston,
VA. The property is 100% vacant and foreclosure has been
initiated.

Of the four loans with investment-grade credit assessments at
issuance, three (25%) remain investment-grade. The Fitch stressed
DSCR for each loan was calculated using servicer-provided net
operating income less reserves divided by a Fitch stressed debt
service payment.

The Shannon Portfolio (4.5%) is secured by 11 multifamily
properties in North Carolina. The property's performance has
deteriorated since issuance due to economic factors and soft
market conditions. Fitch does not consider this loan investment-
grade. The YE 2002 DSCR has decreased to 1.01x from 1.47x at
issuance. Average occupancy has declined to 62% as of March 2003
from 93% at issuance.

The Kilroy Portfolio (10.7) is secured by three office and 10
industrial properties in Southern California. The YE 2002 DSCR was
3.75x, up from 1.72x at issuance. The weighted average occupancy
was 90% as of June 2003 compared to 94% at issuance. The largest
property in this portfolio, Kilroy Airport Center (47% of
portfolio by balance) is currently 99% occupied.

The Crystal Gateway Marriott (8.2%) is a 697 room full-service
hotel in Arlington, VA. The YE 2002 DSCR was 2.44x compared to
1.60x at issuance. Occupancy was 73% as of YE 2002, down from 80%
at issuance. The 2002 RevPAR was $108.51.

Four and Five Skyline Drive (6.7%) are two office buildings in
Falls Church, VA, with a total of 509,808 sf. The YE 2002 DSCR was
1.54x, up from 1.35x at issuance. Occupancy was 82% as of March
2003 compared to 95% at issuance.

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


KAISER ALUMINUM: Wants Clearance for Hydro Settlement Agreement  
---------------------------------------------------------------
Before the Petition Date, the Kaiser Aluminum Corporation Debtors
and Hydro Aluminum, a.s., its subsidiaries Hydro Aluminum North
America and Hydro Aluminum Deutschland, GMBH, entered into an
Alumina Sale and Purchase Agreement, dated May 27, 1997.  Under
the Sale Agreement, the Debtors will sell 300,000 metric tons of
alumina to Hydro Aluminum annually through the year 2012 at a
price based on percentages of the average London Metal Exchange
three-month price for aluminum ingot.  Hydro Aluminum intended to
toll the alumina sold by the Debtors at a smelter owned and
operated by a third-party, Goldendale Aluminum Company, in the
State of Washington.

Hydro Aluminum is also the parent of Hydro Jamaica, which owns a
35% equity interest in Alumina Partners of Jamaica.

In July 2001 and October 2001, Hydro Aluminum sent the Debtors
two notices informing them that it was suspending its future
purchasing obligations pursuant to the force majeure provision in
the Alumina Sale Agreement.  Hydro Aluminum subsequently sent the
Debtors a related notice, dated April 12, 2002, attempting to
terminate the Alumina Sale Agreement pursuant to the same
provision.

Pursuant to the Notices, Hydro Aluminum contended that it was
entitled to suspend its purchasing obligations under the Alumina
Sale Agreement and ultimately terminate the Agreement because:

   (a) the Bonneville Power Administration allegedly forced
       Goldendale to curtail its use of BPA supplied power due to
       a power shortage in the Pacific Northwest; and

   (b) Goldendale experienced a labor dispute at the same time
       its operations had been disturbed.

Although the Debtors challenged Hydro Aluminum's contentions that
it had been excused from its obligations under the Alumina Sale
Agreement, Hydro Aluminum did not relent from its position.  As a
result, the Debtors were forced to remarket the alumina that was
set aside for Hydro Aluminum.  Because the alumina market was
soft at the time, the Debtors did not, however, enter into long-
term replacement contracts with third parties.  A substantial
portion of alumina was left uncommitted.

On February 6, 2003, the Debtors initiated an arbitration
proceeding against Hydro Aluminum through the International
Chamber of Commerce, contending that Hydro Aluminum inexcusably
breached the Alumina Sale Agreement.  In the arbitration
proceeding, the Debtors assert that they:

   (a) had incurred $11,210,000 -- upon recalculation, this
       amount was reduced to $10,600,000 -- in damages through
       2003; and

   (b) would incur future damages resulting from Hydro Aluminum's
       failure to purchase alumina beyond 2003.

Remaining steadfast in its position, Hydro Aluminum refuted the
Debtors' allegations in the Arbitration.  The Arbitration is
scheduled to be heard in March 2004.

                    The Settlement Agreement

In the interest of eliminating the cost and risk associated with
the Arbitration, on December 22, 2003, the Debtors and Hydro
Aluminum entered into a settlement agreement.  Under the
Settlement, Hydro North America is required to make a payment to
the Debtors in respect of the Debtors' claims, and release the
Debtors from certain supply obligations under a separate alumina
supply agreement with Hydro Deutschland.  In addition, the
Settlement Agreement further requires Hydro Aluminum to cooperate
with the Debtors in taking certain measures in connection with
Alpart.

In return, the Debtors will release Hydro Aluminum from all
claims related to:

   (a) Hydro Aluminum's declaration of force majeure under the
       Alumina Sale Agreement;

   (b) Hydro Aluminum's unilateral termination of the Alumina
       Sale Agreement; and

   (c) all past and present declarations by Hydro Deutschland
       regarding the estimates for the alumina supply
       requirements under the Separate Alumina Agreement.

The parties will also withdraw the Arbitration proceeding.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, tells the Court that the Settlement
Agreement allows the Debtors to receive a substantial payment on
account of their claims as well as other valuable consideration.  
Furthermore, the issues in the Arbitration are complex, and the
Settlement Agreement avoids the risks and continuing costs
associated with such litigation.

The Settlement Agreement constitutes confidential commercial
information, including information concerning the Debtors'
Jamaican refining.  Hence, the Debtors also seek the Court's
authority to file the Settlement Agreement under seal.  The
Debtors ask the Court to hold an in camera hearing on the matter
if necessary, pursuant to Section 107 of the Bankruptcy Code.

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: Asks Court to Disallow 32 Amended & Superseded Claims
------------------------------------------------------------
The Kmart Debtors discovered 32 claims filed by Florida Tax
Collectors that are redundant and duplicative, in that each has
been subsequently amended or superseded by one or more separate
and distinct claims.  The Debtors ask Judge Sonderby to disallow
the amended and superseded claims totaling $2,177,091:

          Type of Claim                  Claim Amount
          -------------                  ------------
          Secured                          $1,921,950
          Priority                            160,585
          Unsecured                            94,556

(Kmart Bankruptcy News, Issue No. 68; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LAIDLAW INC: Inks Third Amended Credit Pact with Citicorp, et al.
-----------------------------------------------------------------
Laidlaw International, Inc., Laidlaw Transit Ltd., and Greyhound
Canada Transportation Corp., as Borrowers, amended their
$825,000,000 Credit Agreement with Lenders Citicorp North
America, Inc., Credit Suisse First Boston, and General Electric
Capital Corporation on January 28, 2004.

Under the third amended Credit Agreement, certain terms were
added, including:

   * "Excluded ERISA Event" which means:

      (a) the occurrence of a "reportable event" within the
          meaning of Section 4043.23 or 4043.34 of the Pension
          Benefit Guaranty Corporation regulations under Section
          4043 of Employee Retirement Income Security Act;

      (b) the occurrence of a "reportable event" within the
          meaning of Section 4043.25, 4043.30 or 4043.35 of the
          PBGC regulations under Section 4043 of ERISA; or

      (c) the occurrence of any of the events or circumstances
          described in clause (d), (f), or (h) of the definition
          of "ERISA Event," in each case with respect to any
          Pension Plan of Greyhound or any of its Subsidiaries
          and, in the case of an occurrence described in clauses
          (b) or (c), in connection with the commencement of a
          proceeding of the type described in Section 6.01(f) by
          or against Greyhound or any of its Subsidiaries.

   * "Greyhound" which means Greyhound Lines, Inc., a Delaware
      corporation.

   * "Settlement Period" which means the period beginning with
      the occurrence of an Excluded ERISA Event and ending on the
      earliest of:

      (a) the date an acceptable settlement agreement is entered
          into with the PBGC;

      (b) the date the Required Lenders otherwise determine that
          the Settlement Period should end; and

      (c) the date of the entry by the applicable bankruptcy
          court of a final non-appealable order confirming a
          Chapter 11 plan in Greyhound's Chapter 11 bankruptcy
          proceeding.

Furthermore, the third amended Credit Agreement provides that:

A. PBGC Settlement

   A settlement agreement with the PBGC will be deemed acceptable
   for purposes of terminating a Settlement Period to the extent
   that the aggregate amount of payments required to be made with
   respect to the Pension Plans:

   -- for any plan year except 2006 are less than or equal to
      $20,000,000; or

   -- for the 2006 plan year are less than or equal to
      $50,500,000; or

   -- to the extent the Required Lenders otherwise agree that the
      settlement agreement is acceptable.

B. Notices

   During any Settlement Period, any Notice of Borrowing, Notice
   of Issuance, Notice of Drawing, and Notice of Renewal will be
   accompanied by a certificate from the chief financial officer
   of the Borrower in form and substance satisfactory to Citicorp
   North America, as Administrative Agent, that certifies as to
   the intended use of the proceeds of the Borrowing, drawing,
   issuance or renewal.

C. Settlement Period Reports

   Promptly and in any event within five Business Days after the
   end of each calendar month, monthly written reports that
   update Citicorp North America and the rest of the Lenders as
   to the status of any negotiations with the PBGC, together with
   copies of all material written correspondence between any
   member of the Laidlaw Group and the PBGC, must be delivered.

D. ERISA Events

   (a) Any ERISA Event, other than an Excluded ERISA Event, will
       have occurred with respect to a Plan and the sum of the
       Insufficiency of the Plan and the Insufficiency of any and
       all other Plans with respect to which an ERISA Event,
       other than an Excluded ERISA Event, will have occurred and
       then exist, exceeds $15,000,000; or

   (b) Any Excluded ERISA Event will have occurred and any of
       these events will occur:

       (1) any Loan Party will incur liability in connection with
           or as a result of the Excluded ERISA Event under which
           the aggregate amount of payments made or required to
           be made with respect to the Pension Plans for any plan
           year except 2006 will exceed $20,000,000, or for the
           2006 plan year will exceed $50,500,000;

       (2) any Loan Party will incur liability under Section
           4062, 4063 or 4064 of ERISA in connection with or as a
           result of the Excluded ERISA Event in an aggregate
           amount exceeding $110,000,000;

       (3) a Lien -- not including any Lien under the Junior
           Security Agreement dated June 18, 2003 by the grantors
           named therein in favor of the PBGC --  will arise on
           the assets of any Loan Party in an amount exceeding
           the lesser of $110,000,000 and an amount equal to 30%
           of the collective net worth of each Loan Party and
           ERISA Affiliate having a net worth greater than zero;
           or

       (4) the PBGC will commence any action or proceeding or
           otherwise take any steps to exercise or enforce its
           rights with respect to assets of any Loan Party --
           including, without limitation, the seizure of or
           control over any asset of any Loan Party but not
           including any steps taken to perfect or protect Liens
           on any asset as permitted by Section 5.02(a)(ix).

                       Section 5.02(a)

Section 5.02(a) of the Credit Agreement is amended by adding  
a new Section 5.02(a)(ix) to read in full as:

   "(ix) Liens of the PBGC arising in connection with an Excluded
   ERISA Event; provided, that, (i) the PBGC enters into an
   intercreditor agreement with respect to such Liens that is
   substantially similar in all material respects to the  
   Intercreditor Agreement dated as of June 19, 2003 among the
   Agent, on behalf of the Lenders, the PBGC and certain Loan
   Parties and (ii) the Obligations secured by such Liens shall
   not exceed the lesser of $110 million and an amount equal to
   30% of the collective net worth of each Loan Party and ERISA
   Affiliate having a net worth greater than zero (as calculated
   pursuant to Section 4062(d) of ERISA)."

A free copy of Laidlaw's Third Amended Credit Agreement is
available at:

     http://bankrupt.com/misc/3rd_amended_credit_agreement.pdf

A free copy of the Second Amended Credit Agreement is available
at:
     
http://www.laidlaw.com/laidlaw/investor/downloads/10Qx104_L03.html

A free copy of the Original Credit Agreement is available at:

http://www.laidlaw.com/laidlaw/investor/downloads/10Qx103_L03.html
(Laidlaw Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


LAND O'LAKES: 2004 Annual Meeting Slated for February 25-26, 2004
-----------------------------------------------------------------
Land O'Lakes 2004 Annual Meeting is scheduled for February 25-26,
2004, at the Minneapolis (Minn.) Convention Center.  Approximately
2,500 delegates and visitors, representing farmers, ranchers and
local cooperatives from 40 states are expected to attend the
meeting, which focuses on the theme "Sharpening Our Focus."

The program will include board and management reports, as well as
presentations by:

    -- veteran newsman Chris Wallace, current host of Fox News
       Sunday;

    -- newly appointed President and Chief Executive Officer of
       the National Council of Farmer Cooperatives (NCFC) Jean-
       Mari Peltier; and

    -- NCFC Chief Economist Terry Barr.

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

                         *   *   *

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

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

                        *   *   *

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

     Rating Action                           To           From

  Land O'Lakes, Inc.

     * Senior implied rating                 B1            Ba2

     * Senior secured rating                 B1            Ba2

     * Senior unsecured issuer rating        B2            Ba3

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

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

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

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

  Land O'Lakes Capital Trust I

     * $191 million 7.45% Trust preferred
       securities                            B3            Ba3

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


LEAP WIRELESS: Solicits Competing Bids for Excess Spectrum in Ga.
-----------------------------------------------------------------
Leap Wireless International, Inc., a leading provider of unlimited
local wireless communications services, announced that the U.S.
Bankruptcy Court for the Southern District of California in San
Diego, California has approved a Bidding Procedures Motion to
authorize the sale of 15 MHz of spectrum in the Columbus, Georgia
market.

As part of its ongoing efforts to maximize value through the sale
of excess spectrum, the Leap subsidiary that owns this license,
Cricket Licensee (Columbus), Inc., has previously entered into a
license acquisition agreement to sell the spectrum to Cingular
Wireless, LLC. Leap, which launched its Cricket(r) service in
Columbus in June 2001, will retain 15 MHz of spectrum in Columbus,
which Leap believes is adequate for its innovative service
offerings.

Competing bids will be solicited on the license and submissions
must be received no later than 4:00 pm (PST) on Thursday, March 4,
2004. Full details of the bidding procedures are contained in the
Bidding Procedures Motion and Order which, along with the Cingular
acquisition agreement, can be found under the dates 12/22/2003 and
2/2/2004 in the "Restructuring Overview/Legal Documents/Notices
and Motions" section of the Company's Web site at
http://www.leapwireless.com/ The proceeds from the sale will  
remain subject to a security interest in favor of the holders of
senior secured vendor debt issued by Cricket Communications, Inc.

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wireless(r) service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate. For more information, please visit
http://www.leapwireless.com/


LIBERTY MEDIA: Auditor KPMG Airs Going Concern Uncertainty
----------------------------------------------------------
Telewest Communications plc and its subsidiary undertakings
provide cable television, telephony and internet services to
business and residential customers in the United Kingdom. The
Group derives its cable television revenues from installation
fees, monthly basic and premium service fees and advertising
charges. The Group derives its telephony revenues from connection
charges, monthly line rentals, call charges, special residential
service charges and interconnection fees payable by other
operators. The Group derives its internet revenues from
installation fees and monthly subscriptions to its ISP. The cable
television, telephony and internet services account in 2002 for
approximately 26%, 61% and 5%, respectively, of the Group's
revenue.

The Group is also engaged in broadcast media activities, being the
supply of entertainment content, interactive and transactional
services to the UK pay-TV broadcasting market. The Content
Division accounts in 2002 for approximately 8% of the Group's
revenue.

Liberty Media Corporation's auditors, KPMG PLC, of London,
England, on May 26, 2003, issued a "going concern" notice in its
Auditors Report of that date.  KPMG cited recurring losses, a net
shareholders deficit and financial restructuring as contributing
causes.

The Company's financial statements are prepared on a going concern
basis, which the directors believe to be appropriate for the
following reasons:

Following the directors' decision on September 30, 2002 not to pay
the interest on certain of the Group's (defined below) bonds and
other hedging instruments, the Group is now in default of its
bonds and its Senior Secured Facility.

These liabilities due for repayment in full find the Group
negotiating with its bondholder creditors and bank facility
creditors to effect a reorganization of the Group's debt. This
will involve, among other things, the conversion of bond debt to
equity and the renegotiation of existing bank facilities. The
directors believe the amended facilities will provide the Group
with sufficient liquidity to meet the Group's funding needs after
completion of the Financial Restructuring.

In order for the Financial Restructuring to be effective, the
Scheme Creditors need to approve the plans by the relevant
statutory majority. In addition, the Group's shareholders need to
approve the proposed share capital reorganization.

The directors are of the opinion that the status of negotiations
of the financial restructuring will lead to a successful outcome
and that this is sufficient grounds for issuing the annual
financial statements under the assumption of going concern.

On January 15, 2003, the Company announced that it had reached a
non-binding agreement with respect to the terms of amended and
restated credit facilities with both the steering committee of its
senior lenders and the Bondholder Committee. In addition, the
terms of these facilities have received credit committee approval,
subject to documentation and certain other issues, from all of the
senior lenders, save for those banks which are also creditors by
virtue of the unsecured Hedge Contracts which will be dealt with
in the overall Financial Restructuring.


LODGENET ENTERTAINMENT: Dec. 31 Net Capital Deficit Tops $129 Mil.
------------------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET) reported its
41st consecutive increase of comparative quarterly revenue, with
an increase of 4.7% to $60.3 million in comparison to the fourth
quarter of 2002. Operating income was $735,000 in the fourth
quarter this year versus a $1.1 million loss in the fourth quarter
of 2002.

Net loss in the fourth quarter of 2003 was $7.9 million versus
$11.2 million in the fourth quarter of 2002.  Long-term debt
levels were flat at December 31, 2003 from the level existing as
of June 30, 2003.  For its fiscal year ended December 31, 2003,
LodgeNet reported revenue of $250.1 million, an increase of 6.5%
over 2002.  LodgeNet also reported operating income of $6.5
million and a net loss of $35.1 million, or $2.80 per common share
for the year.

"Throughout 2003 we delivered a solid financial performance
despite an occupancy-challenged lodging environment," said Scott
C. Petersen, LodgeNet President and CEO. "We were operating income
positive in each of the four quarters, and delivered on our pledge
of not increasing long-term debt levels during the second half of
2003 while continuing to substantially grow our business. We
expanded our digital room base by 19% or 61,700 rooms during the
second half of the year, and at year-end, total rooms served
reached 994,000. Our new digital platform is now installed in
385,000 rooms, or 42% of our interactive room base.  The digital
system is operating very well, generating approximately 39%
greater revenue than our traditional tape-based systems."

"We set quarterly records for revenue and gross profit, despite
flat revenue per room results as compared to the fourth quarter of
2002," said Gary H. Ritondaro, Senior Vice President and CFO.
"These results were driven in part by our expanding digital room
base, in part by an increase in gross profit margin -- the first
expansion in this metric in over seven quarters -- and in part by
our focus on operating costs. The capital investment per new
digital room now stands at $391, a decrease of 8% from a year ago,
and 7% below the cost of a tape-based room before the transition
to our digital platform."

"Through the many features of our digital SigNETureTV(SM) system,
we are delivering additional products for guests, which are
driving hotel demand for our services and are expected to increase
revenue and operating income over the long-term," added Petersen.  
"Our goal in 2004 is to continue our room growth at a rate
comparable to 2003, while maintaining our current debt levels.
Lodging industry experts are forecasting improving occupancy
trends for 2004, and we remain well positioned to benefit from the
improving outlook."

                     RESULTS FROM OPERATIONS
           THREE MONTHS ENDED DECEMBER 31, 2003 VERSUS
               THREE MONTHS ENDED DECEMBER 31, 2002

Total revenue for the fourth quarter of 2003 was $60.3 million, an
increase of $2.7 million, or 4.7%, compared to fourth quarter of
2002. Revenue from Guest Pay interactive services increased $2.6
million, or 4.6%, resulting from a 5.6% increase in average rooms
in operation. On a per room basis, revenue decreased nominally to
$21.29 per month in the fourth quarter of 2003 from $21.49 per
month in the fourth quarter of 2002. Movie revenue per room
decreased from $16.84 to $16.40, due to less compelling movie
content during the quarter as compared to Q4 of 2002.  Revenue per
room from other interactive services increased 5.2%, from $4.65
per month in the fourth quarter of 2002 to $4.89 in the current
year quarter. This increase was driven by the continued expansion
of revenue from TV Internet, TV On-Demand, digital music, cable
television programming, and other interactive TV services
available through the digital system.

Gross profit increased 6.2% to $34.0 million in the fourth quarter
of 2003 compared to $32.0 million in the fourth quarter of 2002.
The overall gross profit margin increased to 56.4% in the current
quarter compared to 55.6% in the prior year quarter.  The increase
was attributable to decreased programming costs, driven by
reduction in Nintendo(R) video game costs, offset by lower margins
realized on the Company's TV Internet service.

Guest Pay operations expenses were $8.1 million in the fourth
quarter of 2003 as compared to $8.0 million in the year earlier
quarter. The nominal increase was primarily due to the 5.6%
increase in average rooms in operation, offset by continued
operating improvements in areas such as system repairs, tape
duplication, and freight costs. As a percentage of revenue, Guest
Pay operations expenses decreased to 13.4% in the fourth quarter
of 2003 compared to 13.9% in the year earlier period.  Per average
installed room, Guest Pay operations expenses decreased to $2.93
per month in the fourth quarter of 2003 compared to $3.08 per
month in the prior year quarter.

Selling, general and administrative expenses increased by
$235,000, from $5.7 million in the fourth quarter of 2002 to $5.9
million in the fourth quarter of 2003. As a percentage of revenue,
SG&A remained flat at 9.8% for fourth quarter 2002 and 2003. Per
average Guest Pay room, SG&A expenses decreased to $2.14 per month
in the fourth quarter of 2003 compared to $2.18 per month in the
prior year quarter.

Depreciation and amortization expenses remained relatively flat at
$19.3 million in the current year quarter versus $19.4 million in
the fourth quarter of 2002.  As a percentage of revenue,
depreciation and amortization decreased to 32.0% in the fourth
quarter of 2003 versus 33.6% in the fourth quarter of 2002.

Interest expense increased nominally by $95,000 to $8.5 million
versus $8.4 million in the fourth quarter of 2002. The average
principal amount of long-term debt outstanding during the fourth
quarter was approximately $364 million, at an average interest
rate of 9.3%, as compared to an average principal amount
outstanding of approximately $347 million, at an average interest
rate of 9.7% in the prior-year quarter.

As a result of factors previously described, the Company generated
operating income of $735,000 in the fourth quarter of 2003, an  
increase of $1.8 million compared to an operating loss of $1.1
million in the year earlier quarter.  Operating income exclusive
of depreciation and amortization increased 9.3% to $20.0 million
this year compared to $18.3 million in the fourth quarter of 2002.
The Company's net loss improved by 29.5% to $7.9 million as
compared to $11.2 million in the year earlier quarter.

Cash provided by operating activities for the fourth quarter was
$2.8 million while cash used for investing activities including
growth or expansion-related capital was $11.6 million, resulting
in a net change of $8.8 million.  As compared to the fourth
quarter of 2002, cash provided by Operating Activities was $4.4
million while cash used for investing activities including growth
or expansion-related capital was $15.0 million, resulting in
a net change of $10.6 million. The improvement from 2002 was
driven by reductions in the Company's cost per new room and
selective deployment of certain product lines such as TV Internet
and interactive video games.  Cost per new installed room
decreased 8.0% from an average of $425 per room in fourth quarter
of 2002 to an average of $391 per room for the fourth quarter
of 2003.

                      RESULTS FROM OPERATIONS
            TWELVE MONTHS ENDED DECEMBER 31, 2003 VERSUS
                TWELVE MONTHS ENDED DECEMBER 31, 2002

Total revenue for 2003 was $250.1 million, an increase of $15.2
million, or 6.5%, compared to 2002. The increase resulted from a
6.5% increase in average Guest Pay interactive rooms in operation,
Guest Pay interactive revenue increased $17.5 million, or 7.7%
over 2002. Revenue per Guest Pay room increased 1.1% to $22.59 per
month in 2003 from $22.34 per month in the prior year despite an
occupancy decline of 70 basis points from the previous year. Other
interactive revenue per room increased 10.3%, from $4.57 per month
in 2002 to $5.04 in the current year. This increase was a result
of the continued expansion of revenue from TV Internet, TV On-
Demand, digital music, cable television programming, and other
interactive TV services available through the digital system.

Gross profit increased 3.0% to $138.2 million in 2003 compared to
$134.2 million in 2002. The overall gross profit margin decreased
to 55.2% in the current year compared to 57.1% in 2002.  The
decrease was attributable to lower margins realized on the
Company's TV Internet service, higher hotel commissions directly
related to the Company's "pay for performance" program, which
rewards hoteliers with higher commissions for greater sales, and
increased programming costs.

Guest Pay operations expenses were $31.6 million in 2003, an
increase of 4.6% compared to the prior year. The increase was
primarily due to the 6.5% increase in average rooms in operation,
offset by continued operating improvements and efficiencies. As a
percentage of revenue, Guest Pay operations expenses decreased to
12.6% in 2003 compared to 12.9% in the year earlier.  Per average
installed room, Guest Pay operations expenses decreased to $2.93
per month in 2003 compared to $2.98 per month in 2002.

Selling, general and administrative expenses decreased by
$462,000, from $22.1 million in 2002 to $21.6 million in 2003. The
decrease was primarily due to reductions in fees and expenses
related to litigation, offset by increases in payroll-related
expenses. As a percentage of revenue, SG&A decreased to 8.7%
compared to 9.4% for 2002. Per average Guest Pay room, SG&A
expenses decreased to $2.01 per month in 2003 compared to $2.18
per month in the prior year.

Depreciation and amortization expenses increased 3.3% to $78.5
million in the current year versus $75.9 million in 2002. The
increase was attributable to the 6.5% increase in average rooms in
operation and amortization of software developments and other
intangibles, offset by fully depreciated assets.  As a percentage
of revenue, depreciation and amortization decreased to 31.4% in
2003 from 32.3% in 2002.

Interest expense increased 3.6% to $34.2 million versus $33.0
million in 2002. The average principal amount of long-term debt
outstanding during the year was approximately $361 million, at an
average interest rate of 9.5%, as compared to an average principal
amount outstanding of approximately $339 million, at an average
interest rate of 9.8% in the prior-year.

As a result of factors previously described, the Company generated
operating income of $6.5 million in 2003, an increase of 8.8%, or
$525,000, compared to operating income of $6.0 million in the year
earlier. Operating income exclusive of depreciation and
amortization increased $3.1 million to $85.0 million this year
compared to $81.9 million in 2002. The Company's net loss was  
$35.1 million as compared to $29.1 million in 2002; the increase
primarily resulted from a $7.1 million cost for early retirement
of the Company's 10.25% Senior Notes in June of 2003.

Cash provided by operating activities for 2003 was $48.6 million
while cash used for investing activities including growth or
expansion-related capital was $53.6 million, resulting in a net
change of $5.0 million.  As compared to 2002, cash provided by
Operating Activities was $43.8 million while cash used for
investing activities including growth or expansion-related capital
was $70.7 million, resulting in a net change of $26.9 million.  
The improvement from 2002 was driven by reductions in the
Company's cost per new room and the number of rooms installed with
and upgraded to the digital system.  Cost per new installed room
decreased 7.5% from an average of $438 per room in 2002 to an
average of $405 per room during 2003.

LodgeNet Entertainment's December 31, 2003 balance sheet shows a
working capital deficit of about $6 million and a total
shareholders' equity deficit of about $129 million.

                        2004 Outlook

With regard to financial results for the first quarter of 2004,
LodgeNet expects to report revenue of between $62.5 million and
$66.5 million, resulting in $1.3 million to $3.3 million in
operating income. Operating income exclusive of depreciation and
amortization is expected to be $21.0 million to $23.0 million
during the quarter. Net loss is expected to be $6.9 million to
$4.9 million or a loss per share of $0.54 to $0.39 for the first
quarter of 2004. With respect to the calendar year 2004, LodgeNet
expects to report revenue in a range from $271.0 million to $278.0
million and operating income from $14.0 million to $17.0 million.
Operating income exclusive of depreciation and amortization is
expected to be $92.0 million to $95.0 million. Net loss is
expected to be $18.8 million to $13.8 million or a loss per share
of $1.47 to $1.08 for the full year 2004.

LodgeNet Entertainment Corporation -- http://www.lodgenet.com/--   
is the leading provider in the delivery of broadband, interactive
services to the lodging industry, serving more hotels and guest
rooms than any other provider in the world. These services include
on-demand digital movies, digital music and music videos,
Nintendo(R) video games, high-speed Internet access and other
interactive television services designed to serve the needs of the
lodging industry and the traveling public. As the largest company
in the industry, LodgeNet provides service to nearly one million
rooms including more than 957,000 interactive guest pay rooms in
more than 5,800 hotel properties worldwide. More than 260 million
travelers have access to LodgeNet systems on an annual basis.
LodgeNet is listed on NASDAQ and trades under the symbol LNET.


LODGENET: TimesSquare Capital & Cigna Disclose 10.2% Equity Stake
-----------------------------------------------------------------
TimesSquare Capital Management Inc. and CIGNA Corporation
beneficially own 1,288,293 shares, representing 10.2%, of the
common stock of LodgeNet Entertainment Corporation.  The
percentage held is based on 12,663,681 shares of common stock
outstanding as of October 27, 2003 as reported by LodgeNet for the
quarterly period ended September 30, 2003 and filed with the
Securities and Exchange Commission on November 14, 2003.

The parties share voting and dispositive powers over the 1,288,293
shares.  All of the shares reported here are owned by investment
advisory clients of TimesSquare. In its role as      investment
adviser, TimesSquare has voting and dispositive power with respect
to these shares. As the ultimate parent company of TimesSquare,
CIGNA may be deemed to beneficially own, and to share voting and
dispositive power with respect to, the 1,288,293 shares that may
be deemed to be beneficially owned by TimesSquare.

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


LTV CORP: Proposes Settlement Agreement with Cuyahoga County, Ohio
------------------------------------------------------------------
LTV Steel Company, Inc., asks the Court to approve their
settlement agreement with Cuyahoga County, Ohio, including the
Treasurer of Cuyahoga County, and the Official Committee of
Administrative Claimants.

                Sale of Cuyahoga County Assets

By an order entered on February 28, 2002, the Bankruptcy Court
approved the sale of substantially all of the assets of the
Integrated Steel Business to WLR Acquisition Co., now known as
International Steel Group, Inc., for $80,000,000 in cash, less
certain adjustments, and the assumption of certain liabilities.  
The Acquired Assets included facilities located throughout
Illinois, Indiana and Ohio, and LTV Steel's Cleveland Works
facility and the LTV Technology Center, each of which is located
in whole or in part in Cuyahoga County, Ohio.  The closing of the
Integrated Steel Sale transactions occurred on April 12, 2002 for
the hard assets and May 13, 2002 for the inventory.

                     The Tax Obligations

For tax years 2000, 2001 and 2002, LTV Steel failed to pay the
County:

       (i) $6,305,872.00 in real property taxes with respect to
           the Cleveland Works facility;

      (ii) $110,953.00 in real property taxes with respect to
           the LTV Tech Center; and

     (iii) $7,018,303.72 in personal property taxes with respect
           to its personal property subject to the County's tax
           jurisdiction.

Accordingly, the County asserted statutory liens against various
of the Acquired Assets sold in the Integrated Steel Sale.  The ISG
Sale Order provided that the sale of the Acquired Assets was free
and clear of all liens, claims and encumbrances.  The liens on the
Acquired Assets were transferred to the net proceeds of the
Integrated Steel Sale, in the order of their priority, with the
same validity, force and effect before the sale.

                   The Allocation Dispute

The ISG Sale Order contained provisions describing the process
pursuant to which the Bankruptcy Court would determine the
allocation of the Net Proceeds among the Acquired Assets.  
Pursuant to those provisions, on May 15, 2002, the Debtors filed
an Amended Notice of Allocation of Net Proceeds of the Integrated
Steel Sale.  The Allocation Notice stated that the Net Proceeds
were expected to be $65,000,000.  The Debtors proposed an
allocation based on the valuation of the Acquired Assets.  
Under the Allocation Notice, the Cleveland Works facility was to
be allocated $0 of the Net Proceeds and the LTV Tech Center was to
be allocated $1,900,000 of the Net Proceeds.  The County objected
to the Allocation Notice and asserted that the Debtors' allocation
and corresponding valuations undervalued the property in which the
County asserted its liens.

In the Allocation Order, the Bankruptcy Court allocated
$445,470.23 of the Net Proceeds to the Cleveland Works facility --
both real and personal property -- and allocated $2,182,804.14 of
the Net Proceeds to the LTV Tech Center.

The County appealed the Allocation Order.  The appeal is currently
pending before Judge John R. Adams of the United States District
Court for the Northern District of Ohio, Eastern Division.  The
appeal has been consolidated with other appeals of the Allocation
Order in an action styled "Hunter Corporation, et al. v. LTV Steel
Company, Inc., et al."  The ACC was granted leave to intervene in
the Allocation Appeal by District Court Order entered in the
Allocation Appeal on August 29, 2003.

                     The State Litigation

Before the Petition Date, the Tax Commissioner of Ohio issued
amended preliminary assessments to LTV Steel, alleging that LTV
Steel had undervalued its personal property for certain years in
the 1990s.  The increase in value set forth on the amended
preliminary assessments would result in additional personal
property taxes owed by LTV Steel to certain political subdivisions
of the State of Ohio, including the County.  LTV Steel filed
petitions for reassessment with the Ohio Department of Taxation,
challenging the increased values set forth in the amended
preliminary assessments.  The Tax Commissioner affirmed his
initial determination of value.  LTV Steel then appealed the
matter to the Ohio Board of Tax Appeals where it is now pending.

Furthermore, in early 1998, LTV Steel filed a complaint against
the valuation of real property for the tax year 1997, seeking a
reduced valuation, for tax purposes, of the real property portion
of the Cuyahoga County Assets with the Cuyahoga County Board of
Revision. In early 2001, LTV Steel filed a second complaint
against the valuation of real property for the tax year 2000,
seeking a reduced valuation, for tax purposes, of the real
property portion of the Cuyahoga County Assets with the Board of
Revision.  Because LTV Steel paid real property taxes for the tax
years 1997 and 2000 on the basis of the values determined by the
County auditor for those years, the values asserted by LTV Steel
in the 1997 Complaint and the 2000 Complaint, if successfully
asserted, would result in a refund to LTV Steel of several million
dollars.  The 1997 Complaint and the 2000 Complaint remain pending
before the Board of Revision.

              Summary of the Terms of the Settlement

After negotiations between LTV Steel, the ACC and the County, the
parties reached an agreement in principle regarding the settlement
of the matters in dispute in all forums.  The material terms of
the Settlement are:

       (1) The County, LTV Steel and the ACC will enter into
           and file a stipulation to dismiss the County's appeal
           of the Allocation Order, with prejudice;

       (2) The County's Administrative Claim is allowed for
           $3,301,793.49;

       (3) The County will also be allowed a secured claim for
           $2,696,587.44;

       (4) LTV Steel will satisfy the Allowed Secured Claim
           by making a cash payment to the County for
           $2,696,587.44;

       (5) The County agrees to take appropriate actions to
           release and discharge any and all liens, claims or
           interests it has in the Net Proceeds;

       (6) The parties will take necessary steps to dismiss
           any administrative appeals filed by LTV Steel
           with respect to the taxes previously assessed by
           the County or the State of Ohio, which assessments
           are being resolved by the Settlement -- specifically
           including the Petitions for Reassessment, the 1997
           Complaint and the 2000 Complaint;

       (7) The County waives, discharges and releases LTV Steel,
           the other Debtors, the Debtors' Chapter 11 estates
           and certain other parties from all tax claims.  The
           County further covenants not to sue the parties for
           any tax claims or causes of action, other than to
           enforce its rights under the Settlement Agreement;
           and

       (8) The rights of LTV Steel, the ACC and the County are
           fixed by the terms of the Settlement Agreement,
           regardless of any subsequent developments in the
           Debtors' Chapter 11 cases or in the Allocation
           Appeal.

          Best Interests of LTV Steel's Estate and Creditors

LTV Steel asserts that the terms of the Settlement represent a
fair and equitable resolution of the County's claims.  The risks
inherent in continuing litigation with the County are substantial.  
If successful, a portion of the Net Proceeds that LTV Steel
currently hopes to ultimately distribute to its administrative
creditors could be reallocated and paid to LTV Steel's secured
claimants, including the County.  Furthermore, continuing to
litigate the Allocation Appeal with the County would be costly and
will continue to delay the conclusion of the administration of LTV
Steel's estate.  Although the resolution of the Allocation Appeal
with respect to the County will not fully and finally resolve all
of the appeals of the Allocation Order, LTV Steel is making and
will continue to make continuing efforts to resolve these matters
with respect to the remaining appellants.

Nearly two years have passed since the Bankruptcy Court approved
the Integrated Steel Sale.  If the District Court were to rule in
favor of LTV Steel in respect of the Allocation Appeal, LTV Steel
anticipates that certain parties, possibly including the County,
would take a further appeal to the U.S. Court of Appeals for the
Sixth Circuit.  If the District Court or, later, the Sixth
Circuit, were to rule in favor of the County or the other
remaining appellants, the Bankruptcy Court likely would be
required to conduct a second trial in respect of the appropriate
allocation of the Net Proceeds.  In either event, the final
resolution of LTV Steel's bankruptcy case would likely be delayed
by at least a year, possibly more.  Meanwhile, the Settlement
makes a swift resolution of the appeals of the Allocation Order
and will enable LTV Steel to resolve its bankruptcy case in a
timely manner.

                      Fair and Reasonable

LTV Steel believes that the terms of the proposed Settlement are
fair and reasonable.  The amount to be distributed to the County
due to its secured claims in LTV Steel's bankruptcy case is
approximately what it would have received if LTV Steel were to
prevail in the litigation of the Allocation Appeal.  Furthermore,
LTV Steel believes that any refund it might be entitled to as a
result of filing the 1997 Complaint or the 2000 Complaint might be
subject to set-off against amounts owed by LTV Steel to the County
on account of prepetition personal property taxes, unless LTV
Steel were also successful in the prosecution of the Petitions for
Reassessment.  However, fully litigating these matters would be
costly and very time-consuming.  LTV Steel's ability to achieve a
positive result in these matters is uncertain.  Even if a positive
result for LTV Steel with respect to the 1997 Complaint or the
2000 Complaint were reached, it is likely that those results would
be appealed by the Cleveland Board of Education, which filed a
complaint against the valuation of real property owned by LTV
Steel for the tax years 1997 and 2000, further lengthening the
process.

Accordingly, LTV Steel does not believe that the dismissal of 1997
Complaint and 2000 Complaint or the withdrawal of the Petitions
for Reassessment will have any economic impact on the
distributions to be made to LTV Steel's creditors.  Accordingly,
because the County is compromising its secured claim and LTV Steel
is only required to release claims of questionable value, the
Settlement terms are well within the range of reasonableness.

Headquartered in Cleveland, Ohio, The LTV Corporation is a
manufacturer with interests in steel and steel-related businesses,
employing some 17,650 workers and operating 53 plants in Europe
and the Americas. The Company filed for chapter 11 protection on
December 29, 2000 (Bankr. N.D. Ohio, Case No. 00-43866).  Richard
M. Cieri, Esq., and David G. Heiman, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
August 31, 2001, the Company listed $4,853,100,000 in assets and
$4,823,200,000 in liabilities. (LTV Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


LYONDELL CHEMICAL: Declares Quarterly Dividend Payable on March 15
------------------------------------------------------------------
On Feb. 5, 2004, the Board of Directors of Lyondell Chemical
Company (NYSE: LYO) declared a regular quarterly dividend of
$0.225 per share of common stock to stockholders of record as of
the close of business on Feb. 25, 2004.

Lyondell has two series of common stock outstanding: Common Stock
and Series B Common Stock.  The regular quarterly dividend on each
share of outstanding Common Stock is payable in cash on March 15,
2004.  Lyondell has elected to pay the regular quarterly dividend
on each share of outstanding Series B Common Stock in kind in the
form of additional shares of Series B Common Stock on March 29,
2004.

Lyondell Chemical Company -- http://www.lyondell.com/--
headquartered in Houston, Texas, is a leading producer of:
propylene oxide (PO); PO derivatives, including toluene
diisocyanate (TDI), propylene glycol (PG), butanediol (BDO) and
propylene glycol ether (PGE); and styrene monomer and MTBE as
co-products of PO production.  Through its 70.5% interest in
Equistar Chemicals, LP, Lyondell also is one of the largest
producers of ethylene, propylene and polyethylene in North America
and a leading producer of ethylene oxide, ethylene glycol, high
value-added specialty polymers and polymeric powder. Through its
58.75% interest in LYONDELL-CITGO Refining LP, Lyondell is one of
the largest refiners in the United States processing extra heavy
Venezuelan crude oil to produce gasoline, low sulfur diesel and
jet fuel.

                       *     *     *

As previously reported, Fitch Ratings affirmed Lyondell Chemical
Company's senior secured credit facility rating at 'BB-',
Lyondell's senior secured notes at 'BB-', and Lyondell's senior
subordinated notes at 'B'.

Fitch also affirmed the 'BB-' rating on Equistar Chemicals
L.P.'s senior secured credit facility, and the 'B' rating on
Equistar's senior unsecured notes. The Rating Outlook remains
Negative for both Lyondell and Equistar.

The Negative Rating Outlook for both companies reflects Fitch's
concern that margins at Lyondell and Equistar will continue to
remain under pressure into 2004. In addition, Fitch is concerned
with the uncertainty in the overall economy, energy and raw
materials costs, and the pace of improvement in demand.


MAGELLAN HEALTH: TennCare Contracts Extended Until June 30, 2004
----------------------------------------------------------------
Magellan Health Services, Inc. (Nasdaq:MGLN) announced
developments related to its contracts to provide behavioral health
care services for members of TennCare, the State of Tennessee's
health insurance program for Medicaid recipients and the
uninsured.

First, the Company announced that its current agreements with the
State to serve the entire TennCare membership have been extended
through June 30, 2004. They had been set to expire March 31, 2004
with the implementation of the State's new region-based program on
April 1, 2004.

Second, Magellan's wholly owned subsidiary Tennessee Behavioral
Health has executed an agreement with the State of Tennessee to
provide behavioral health care services for approximately 500,000
individuals in the East region of TennCare in conjunction with the
State's new program. The contract award was previously announced
in November 2003. Following Centers for Medicaid/Medicare Services
approval, the contract becomes effective July 1, 2004 for an
initial term that runs through December 31, 2005, and includes a
provision for extensions at the State's option through December
31, 2008. Approval from CMS is expected.

Finally, in light of the discontinuation of contract negotiations
between the State and the vendor that had been awarded the
contracts for the Middle and West regions, Tennessee Behavioral
Health and Premier Behavioral Systems of Tennessee, a joint
venture between Magellan and HCA, Inc., have agreed with the State
that they will continue to serve approximately 800,000 members in
those regions from July 1 through December 31, 2004.

Current rates for the contracts will remain in effect until
June 30, 2004 (the end of the State's fiscal budget year). Rates
beginning July 1, 2004 have yet to be finalized and are subject to
the State's appropriations.

Steven J. Shulman, chairman and chief executive officer of
Magellan Health Services, said, "We are very pleased with the
confidence that the State of Tennessee has demonstrated in us not
only in selecting us to serve the East region but also in asking
us to continue to serve the other TennCare regions. Magellan has a
long tradition of supporting states and counties in their efforts
to provide needed mental health and substance abuse services to
Medicaid recipients and others. We're proud of our strong track
record of service to the public mental health system and look
forward to continuing our work in Tennessee and around the
nation."

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt will drop from the Company's balance
sheet and Onex Corporation will invest more than $100 million in
new equity.


MAIL-WELL INC: Calls For Redemption of 8-3/4% Senior Sub. Notes
---------------------------------------------------------------
Mail-Well I Corporation, a wholly owned subsidiary of Mail-Well,
Inc. (NYSE: MWL), called for redemption on March 8, 2004 of its
outstanding 8-3/4% Senior Subordinated Notes due 2008, CUSIP
Number 56032E AB 9, in accordance with the terms of the indenture
between Mail-Well I Corporation as Issuer and U.S. Bank National
Association, successor trustee to State Street Bank and Trust
Company.  

The Company is currently engaged in a tender offer and consent
solicitation for any and all of its outstanding Notes, which is
scheduled to expire at 12:00 midnight, New York City time, on
Wednesday, February 18, 2004, unless extended or earlier
terminated.  On the Redemption Date, the Company will redeem all
Notes not tendered pursuant to the Tender Offer.

Upon redemption, holders will receive a total of $1,043.75 per
$1,000 principal amount of the Notes plus interest accrued on the
Notes to the Redemption Date.  To surrender Notes for redemption,
holders must deliver Notes and all other required documents to
U.S. Bank National Association, Attention: Specialized Finance, 60
Livingston Avenue, St. Paul, MN 55107, and must comply with the
procedures set forth in the Notes, the related Indenture and the
Notice of Redemption.

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.


MILLBROOK PRESS: Commences Chapter 11 Reorganization Proceedings
----------------------------------------------------------------
The Millbrook Press, Inc. (OTC Pinksheets: MILB.PK), a publisher
of children's books for the library and consumer markets, Friday
filed for protection under chapter 11 of the Federal Bankruptcy
Code.

"Given the severe decline in the school and library market place,
we feel that this is the best alternative for our employees,
creditors and shareholders," stated David Allen, President and
Chief Executive Officer. "We thank all of our employees,
customers, suppliers and shareholders for all of their efforts
during this process."


MIRANT: Woos Court to Approve Chicopee Settlement Agreement
-----------------------------------------------------------
On September 21, 2001, Chicopee Municipal Lighting Plant and
Mirant Americas Energy Marketing LP entered into a Power Supply
Agreement for Firm Entitlements/Strips pursuant to which MAEM
sells and delivers monthly blocks of firm, off-peak and on-peak
electricity to any delivery point designated by Chicopee
effective from January 1, 2002 through December 31, 2006.  MAEM's
obligations under the Power Agreement are secured by a letter of
credit amounting to $5,150,000 issued by Wachovia Bank, National
Association on May 13, 2003 for Chicopee's benefit.  The Letter
of Credit is in full force and effect until April 30, 2004.

Meredyth A. Purdy, Esq., at Haynes and Boone LLP, in Dallas,
Texas, reports that the Debtors commenced negotiations with
Chicopee to settle the amount of Chicopee's rejection damage
claim against the Debtors' estates.  The negotiation concluded
with the parties agreeing that:

   * The Debtors will immediately reject the Power Agreement;

   * Chicopee will draw $5,150,000 on the Letter of Credit.  If
     Chicopee makes the LC Draw before the Court authorizes the
     rejection of the Power Agreement, the cash proceeds
     received by Chicopee from the LC Draw will be held as
     collateral until the Court approves the Settlement
     Agreement and the rejection of the Power Agreement;

   * Chicopee will be entitled to an allowed, general, unsecured
     prepetition claim in an amount not to exceed $3,970,000
     against MAEM's estate, provided however, a proof of claim
     in the amount of the Claim must be filed by Chicopee without
     further delay;

   * The LC Draw together with the Claim will satisfy any and
     all claims by Chicopee against the Debtors for any damages
     arising from the rejection of the Power Agreement;

   * Chicopee will release the Debtors of all claims and
     potential claims -- other than the Claim -- relating to or
     arising from any proposed amendment, rejection, breach of,
     or default under the Power Agreement; and

   * The Debtors will release Chicopee of all claims and
     potential claims relating to or arising from the LC Draw
     and the application, if any, of the cash proceeds from the
     LC Draw.

Ms. Purdy asserts that the Settlement Agreement is reasonable:

   (1) The Power Agreement is complicated and subject to varying
       interpretations.  Thus, settlement is more favorable;

   (2) Because of the complexity of the Power Agreement,
       litigation regarding the rejection damage claim would be
       complex that may have a detrimental impact of the
       Debtors' reorganization efforts because some of the
       Debtors' key personnel and management would be focused on
       managing the litigation rather than the Debtors'
       emergence from Chapter 11;

   (3) The Power Agreement is an executory contract that may be
       rejected under Section 365 of the Bankruptcy Code;

   (4) The Power Agreement is significantly "out of the money"
       as to MAEM and MAEM will incur losses if deliveries of
       power under the Power Agreement commenced on or after
       January 1, 2004.  Rejecting the Power Agreement will
       allow the Debtors to avoid these losses; and

   (5) The Power Agreement is not essential to the Debtors'
       operations.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure. (Mirant Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MOORE WALLACE: Fourth-Quarter 2003 Results Reflect Merger Outcome
-----------------------------------------------------------------
Moore Wallace Incorporated (NYSE:MWI) (TSX:MWI) reported financial
results for its fourth quarter and fiscal year ended December 31,
2003.

Fourth quarter sales totaled $882.7 million, with GAAP (Canadian
Generally Accepted Accounting Principles) net earnings of $40.1
million, or $0.25 per diluted share for the fourth quarter. (All
dollar amounts discussed in this report are in U.S. currency.)

On May 15, 2003, the Company merged with Wallace Computer
Services, Inc., a leading provider of comprehensive print
management solutions. The differences in the operating results of
the Company in 2003 versus 2002 are primarily due to this merger.

Non-GAAP net earnings for the fourth quarter totaled $54.7
million, or $0.34 per diluted share.

Non-GAAP net earnings exclude acquisition, restructuring and
restructuring-related charges of $14.6 million, inclusive of the
pro forma effective tax adjustment.

GAAP income from operations for the fourth quarter was $84.5
million, or 9.6% of sales. These results were unfavorably affected
by acquisition-related items and restructuring actions taken as a
result of the merger. Non-GAAP income from operations was $95.4
million, or 10.8% of sales.

                    Fiscal Year Results

Full year 2003 sales totaled $2.87 billion, with GAAP net earnings
of $114.2 million, or $0.81 per diluted share for the full year.

Non-GAAP net earnings for the 2003 fiscal year were $143.8
million, or $1.01 per diluted share.

Non-GAAP net earnings exclude acquisition, restructuring and
restructuring-related charges, and gains on asset disposals of
$29.6 million, inclusive of the pro forma effective tax
adjustment.

GAAP income from operations was $179.9 million, or 6.3% of sales.
These results were unfavorably affected by acquisition-related
items and restructuring actions taken as a result of the merger.
Non-GAAP income from operations was $257.4 million, or 9.0% of
sales.

Mark A. Angelson, Moore Wallace's Chief Executive Officer, said,
"We are pleased with the strength of our year-end performance,
exceeding our targets for earnings and cash flow and stabilizing
sales. We delivered consistently strong financial and operating
results, notwithstanding economic pressures and the disruption
from the integration. Our performance demonstrates yet again the
strength of our business strategy and the ability of our
management team."

On November 8, 2003, Moore Wallace and RR Donnelley entered into a
definitive agreement to combine the two companies. The transaction
is expected to close at the end of February 2004.

Mr. Angelson said, "The Moore-Wallace integration is virtually
complete and the integration planning process with RR Donnelley is
under way. We look forward to our combination with RR Donnelley
and the opportunities it will provide for our new organization,
our customers, our employees and our investors."

                      Business Overview

In addition to labels and traditional business forms, the
Company's Forms & Labels business includes supplies and print
fulfillment. The segment continued to face macro-economic factors
and disruption from shifting work, personnel and presses. Although
customer retention was strong, demand remained soft in the forms
business, particularly for continuous multi-part forms, which has
been impacted by electronic media and technological substitution
and pricing pressure.

The Company's Commercial Print business includes commercial print,
direct mail and warehouse inventory management products. In the
fourth quarter, commercial print benefited from increased activity
from key customers in the financial services and pharmaceutical
sectors and from successful cross-selling efforts. The direct mail
business also benefited from cross-selling efforts, as well as the
newly enhanced ability to operate more efficiently across a wider
geographic platform.

The Outsourcing business is comprised of the Company's customized,
high-volume, variably imaged statement mailings and electronic
statements and associated database services. Growth in sales and
profitability continues to be driven by increased activity from
both new and current customers, particularly in the
telecommunications and the financial services sectors.

On December 31, 2003, the Company completed the acquisition of
Payment Processing Solutions, Inc., a leading processor of printed
customer statements, principally serving the mortgage lender
industry. The addition of PPS to the Outsourcing business advanced
the Company's previously announced strategy to make relatively
small acquisitions in higher growth, higher margin businesses that
expand both its product platform and its customer base.

                        Asset Management

The Company continued to enhance its balance sheet by generating
strong cash flow during the quarter, lowering leverage ratios and
reducing its net debt position to $814.8 million from $872.6
million at the end of September. (Total debt was $906.7 million on
December 31, 2003 and $923.3 million on September 30, 2003.)  

Moore Wallace is a leading single-source provider of print
management and outsourced communications, delivering to its
customers one of the widest arrays of products and services at one
of the lowest total costs.

The Company operates in three complementary business segments:
Forms and Labels, Outsourcing and Commercial Print. The Forms and
Labels business designs, manufactures and sells paper-based and
electronic business forms and labels and provides electronic print
management solutions. The Outsourcing business provides high-
quality, high-volume variably imaged print and mail, electronic
statement and database management services. The Commercial Print
business produces high-quality, multi-color personalized business
communications and provides direct marketing services, including
project, database and list management services. For more
information, visit the Company's web site at www.moorewallace.com.

At the same time, the ratings for Moore Wallace Inc., including
the 'BB+' corporate credit rating, were placed on CreditWatch with
positive implications.


MORGAN STANLEY: Fitch Takes Rating Actions on 2004-TOP13 Notes
--------------------------------------------------------------
Fitch Ratings assigned ratings to the following Morgan Stanley
Dean Witter Capital I Trust 2004-TOP13, series 2004-TOP13,
commercial mortgage pass-through certificates as follows:

        -- $115,000,000 class A-1 'AAA';
        -- $233,000,000 class A-2 'AAA';
        -- $127,000,000 class A-3 'AAA';
        -- $589,157,000 class A-4 'AAA';
        -- $1,210,990,408 class X-1* 'AAA';
        -- $1,146,984,000 class X-2* 'AAA';
        -- $31,789,000 class B 'AA';
        -- $12,110,000 class C 'AA-';
        -- $24,220,000 class D 'A';
        -- $12,109,000 class E 'A-';
        -- $9,083,000 class F 'BBB+';
        -- $10,596,000 class G 'BBB';
        -- $9,082,000 class H 'BBB-';
        -- $9,083,000 class J 'BB+';
        -- $3,027,000 class K 'BB';
        -- $3,028,000 class L 'BB-';
        -- $3,027,000 class M 'B+';
        -- $4,542,000 class N 'B';
        -- $3,027,000 class O 'B-';
        -- $12,110,408 class P 'NR'.

               * Interest-Only

Classes A-1, A-2, A-3, A-4, B, C, D, and E are offered publicly,
while classes X-1, X-2, F, G, H, J, K, L, M, N, O, and P are
privately placed pursuant to rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest in
the trust, primary assets of which are 175 fixed-rate loans having
an aggregate principal balance of approximately $1,210,990,408 as
of the cutoff date.


MORTGAGE CAPITAL: Fitch Puts Class G, H & J Note Ratings on Watch
-----------------------------------------------------------------
Fitch Ratings places the following classes of Mortgage Capital
Funding, Inc.'s mortgage pass-through certificates, series 1998-
MC2 on Rating Watch Negative:

        -- $25.2 million class G, rated 'BB';
        -- $7.6 million class H, rated 'BB-'; and
        -- $15.1 million class J rated 'B-'.

The classes are placed on Rating Watch Negative due to the
declining occupancy and financial performance of the Minneapolis
City Center loan, which represents 12% of the pool. Based on the
9/30/03 Operating Statement Analysis Report provided by the
servicer, Orix Capital Markets, LLC, the actual net cash flow debt
service coverage ratio for year-to-date 9/30/03 was 0.72x. The
classes will remain on Rating Watch Negative until more
information on the leasing status and financial performance is
available.


NEXEN: S&P Affirms Ratings over Reserves Revisions Announcement
---------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BBB' long-term
corporate credit and senior unsecured debt ratings, its 'BBB-'
subordinated debt rating and 'BB+' preferred stock rating on
Calgary, Alberta-based Nexen Inc. following the company's
announcement of the 67 million barrels of oil equivalent negative
revision to the company's proven reserves. The outlook is stable.

"Although the reserve write-down has resulted in a 6.9% decrease
in Nexen's year-over-year proven reserve base, the reserve
revisions have no meaningful affect on Nexen's credit profile;
however, there is limited tolerance for similar write-downs
occurring in the future. As a result, future write-downs of this
nature could result in a negative ratings action," said Standard &
Poor's credit analyst Michelle Dathorne. "Furthermore, we expect
near-term reserve additions and incremental production from the
company's North American development projects will more than
offset the reserve write-downs," Ms. Dathorne added.

Nexen's average business risk profile reflects the company's 811
million boe proven reserve base and strong liquids focus; its
geographically diversified exploration and production operations;
and the business diversification provided through its chemicals
operations. Nexen's moderate financial risk profile reflects the
company's improved financial position achieved through its recent
efforts to reduce debt. In addition, Nexen's financial policies
focus on the diversification of debt types and maturities as a
means of maintaining financial flexibility. Although the company
has both increased capital expenditures and funded debt reduction
on the strength of stronger pricing fundamentals in the recent
past, debt levels could trend higher if Nexen proceeds with its
North American development projects and expands its international
operations in a less robust pricing environment.

The stable outlook reflects the expectation that Nexen's gross
leverage, on a lease-adjusted basis, and cash flow protection
measures will remain in the range acceptable for the 'BBB' ratings
category, despite the higher medium-term capital expenditures
associated with the company's future oil sands bitumen upgrading
development project in Canada, and increasing activities in the
deepwater Gulf of Mexico. Regardless of the expected cost
pressures in Canada and the U.S., Nexen's operating performance
should continue to benefit from both the attractive production
economics associated with the company's assets in Yemen, and other
growth projects.


PARADIGM MEDICAL: Recurring Losses Raise Going Concern Doubt
------------------------------------------------------------
Due to Paradigm Medical Industries Inc.'s declining sales,
significant recurring losses and cash used to fund operating
activities, the auditors' report for the year ended
December 31, 2002 included an explanatory paragraph that expressed
substantial doubt about the Company's ability to continue as a
going concern.  The Company has taken steps to reduce  costs and
increase operating efficiencies.  In addition, the Company is
attempting to obtain  additional funding through the sale of its
common stock. Traditionally the Company has relied on financing
from the sale of its common and preferred stock to fund
operations. If the Company is unable to obtain such financing in
the near future it may be required to reduce or cease its
operations.

The Company is engaged in the design, development, manufacture and
sale of high technology  diagnostic and surgical eye care
products.  Given the "going concern" status of the Company,
management has focused efforts on those products and activities
that will, in its opinion,  achieve the most resource efficient
short-term cash flow to the Company.  As seen in the  results for
the quarter ended June 30, 2003, diagnostic products have been the
major focus and the Photon(TM) and other extensive research and
development projects have been put on hold pending future
evaluation when the financial position of the Company improves.  
The new  management team has reviewed the financial position of
the Company including the financial  statements.  In the course of
this review, management made certain adjustments that are included
in the quarter ended June 30, 2003, including an increase in the
reserve of obsolete inventory of $332,000, an increase in the
allowance for doubtful accounts receivable of $160,000, impairment
of fixed assets and intangibles of $159,000, and increases in
accruals to settle outstanding disputes in the amount of $443,000.  
Although management believes these  adjustments are sufficient, it
will continue to monitor and evaluate the Company's financial
position and the recoverability of the Company's assets.


OMNICARE INC: Board of Directors Declares Quarterly Cash Dividend
-----------------------------------------------------------------
The board of directors of Omnicare, Inc. (NYSE:OCR) declared a
quarterly cash dividend of 2.25 cents per share on its common
stock. The dividend is payable March 15, 2004 to stockholders of
record on February 27, 2004.

Omnicare (S&P, BB+ Senior Subordinated Debt and BB Trust PIERS
Ratings), based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly. Omnicare serves residents in
long-term care facilities comprising approximately 981,000 beds in
47 states, making it the nation's largest provider of professional
pharmacy, related consulting and data management services for
skilled nursing, assisted living and other institutional
healthcare providers. Omnicare also provides clinical research
services for the pharmaceutical and biotechnology industries in 29
countries worldwide. For more information, visit the company's Web
site at http://www.omnicare.com/


OMNOVA SOLUTIONS: Files Shelf Registration Statement with SEC
-------------------------------------------------------------
OMNOVA Solutions (NYSE: OMN) filed a shelf registration statement
with the Securities and Exchange Commission.  

The registration statement is intended to provide OMNOVA Solutions
flexibility to raise, from time to time, up to $150 million from
the offering of common shares, serial preferred stock, depositary
shares and a variety of debt securities and warrants.  When
declared effective, a shelf registration statement gives a company
advance regulatory approval to sell securities in one or more
separate offerings in amounts and at prices and terms to be
determined at the time of the sale.

If the securities are issued, OMNOVA Solutions may use the
proceeds for general corporate purposes, including reducing or
refinancing debt and funding acquisitions.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission, but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.  

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


PARMALAT: Fitch Assesses Insolvency's Impact On Public CDOs
-----------------------------------------------------------
Fitch ratings, the international rating agency, has completed the
review of the collateralised debt obligations it publicly rates
that are exposed to Italian dairy giant Parmalat and drawn some
preliminary conclusions about how Parmalat's troubles are
affecting these deals.

Fitch identified 18 public CDOs with exposure to Parmalat; 11 of
which were identified as more affected by this exposure and were
subsequently placed on Rating Watch Negative. Within the universe
of these public CDOs, nine tranches of six CDOs have been
downgraded; six tranches of which were on RWN.

The results confirm Fitch's initial expectations that those CDOs
rated A- (A minus) and above have experienced little volatility
directly linked to the exposure to a credit event such as
Parmalat. All AAA tranches on public CDOs have been affirmed, with
one exception and 95% of CDO tranches rated by Fitch at single A-
or above were affirmed. Those tranches that were downgraded, had
been broadly affected by portfolio credit migration, indicating
that the relative severity of the rating action has been due to
multiple effects within these portfolios.

The recovery assumptions for affected CDOs have been derived from
an analysis of the market pricing of Parmalat's debt. Sensitivity
analysis was then conducted on the affected CDOs assuming
recoveries at 20%, 10% and 0%. The current assumptions contrast
with a 40% recovery assumption taken in the initial analysis Fitch
performed. The lower recoveries anticipated on the underlying
bonds, as the extent of Parmalat's troubles became apparent to the
market, will de facto diminish final recoveries on Parmalat within
synthetic and cash CDOs.

The following public tranches have been removed from Rating Watch
negative;

Anthea S.R.L.

   -- Eur 186,000,000 class A-1 notes have been affirmed at
      'AAA'

   -- Eur 40,000,000 class A-2 notes downgraded from 'AAA' to
      'AA+'

   -- Eur 25,000,000 class B notes downgraded from 'A-' to 'BBB-'

   -- Eur 8,000,000 class C notes downgraded from 'BB+' to 'B+'

Bifrost Investments Ltd Series 13:

   -- Eur 160,000,000 class 5A senior secured floating-rate notes
      affirmed at 'AAA';

   -- Eur 115,000,000 class 5B senior secured floating-rate notes
      affirmed at 'AA';

   -- Eur 75,000,000 class 5C senior secured floating-rate notes
      affirmed at 'A';

   -- Eur 50,000,000 class 5D senior secured floating-rate notes
      affirmed at 'BBB';

   -- Eur 160,000,000 class 7A senior secured floating-rate notes
      affirmed at 'AAA';

   -- Eur 115,000,000 class 7B senior secured floating-rate notes
      affirmed at 'AA';

   -- Eur 75,000,000 class 7C senior secured floating-rate notes
      affirmed at 'A';

   -- Eur 50,000,000 class 7D senior secured floating-rate notes
      affirmed at 'BBB';

   -- Eur 195,000,000 class 10A senior secured floating-rate notes  
      affirmed at 'AAA';

   -- Eur 135,000,000 class 10B senior secured floating-rate notes
      affirmed at 'AA';

   -- Eur 100,000,000 class 10C senior secured floating-rate notes
      affirmed at 'A';

   -- Eur 75,000,000 class 10D senior secured floating-rate notes
      affirmed at 'BBB';

Bifrost Investments Limited - Legolas Series 3:

   -- Eur 60,000,000 class A senior secured floating-rate notes
      affirmed at 'AAA';

   -- Eur 60,000,000 class B senior secured floating-rate notes
      affirmed at 'AA';

   -- Eur 56,000,000 class C senior secured floating-rate notes
      affirmed at 'AAA';

   -- Eur 50,000,000 class D senior secured floating-rate notes
      affirmed at 'AA';

   -- Eur 70,000,000 class E senior secured floating-rate notes
      affirmed at 'AAA';

   -- Eur 60,000,000 class F senior secured floating-rate notes
      affirmed at 'AA';

Caesar Finance 2000 SA:

   -- Eur 238,460,600 class A senior secured floating-rate notes
      affirmed at 'AAA';

   -- Eur 39,000,000 class B senior secured floating-rate notes
      downgraded from 'BB+' to 'B+';

CDO Master Investment Limited 2:

   -- Eur 100,000,000 class A senior secured floating-rate notes
      affirmed at 'AAA';

   -- Eur 37,500,000 class B senior secured floating -rate notes
      affirmed at 'AA';

   -- Eur 75,000,000 class C senior secured floating-rate notes
      downgraded from 'BBB-' to 'BB';

Cygnus Finance 2001-1 Plc:

   -- Eur 80,000,000 class A senior secured floating -rate notes
      affirmed at 'AAA';

   -- Eur 52,000,000 class B senior secured floating -rate notes
      affirmed at 'AA';

   -- Eur 38,000,000 class C senior secured floating -rate notes
      affirmed at 'A';

   -- Eur 23,000,000 class D senior secured floating -rate notes
      affirmed at 'BBB+';

   -- Eur 15,000,000 class E senior secured floating -rate notes
      affirmed at 'BB+';

ILIAD Investment Plc Series 2:

   -- Eur 37,500,000 class A senior secured floating -rate notes
      affirmed at 'AAA';

   -- Eur 37,500,000 class B senior secured floating -rate notes
      affirmed at 'AA';

   -- Eur 75,000,000 class C senior secured floating -rate notes
      downgraded from 'BBB-' to 'BB';

TAGUS Global Bond Securitization No.2 Plc:

   -- Eur 74,536,070 class A1senior secured floating -rate notes
      affirmed at 'AAA';

   -- Eur 498,000,000 class A2 senior secured floating -rate notes
      affirmed at 'AAA';

   -- Eur 34,000,000 class B senior secured floating -rate notes
      affirmed at 'AA';

   -- Eur 71,100,000 class C senior secured floating -rate notes
      affirmed at 'A';

Flavius CDO Ltd.

   -- USD 157,458,496 class A-1 senior secured fixed-rate notes
      affirmed at 'A-';

   -- USD 25,000,000 class A-2A senior secured fixed-rate notes
      affirmed at 'BBB';

   -- USD 25,000,000 class A-2B senior secured fixed-rate notes
      affirmed at 'CCC'.

The following CDOs have also been reviewed as a result of their
exposure to Parmalat. Rating actions were taken on the a number of
CDOs due to a combination of credit migration and the impact of a
credit event on Parmalat;

Amstel 2001Investments Ltd Series 13:

   -- Eur 1,000,000,000 2001-1 class A senior secured floating-
      rate notes affirmed at 'AAA';

   -- Eur 10,812,500,000 2001-2 class A senior secured floating-
      rate notes affirmed at 'AAA';

   -- Eur 287,500,000 2001-1 class B senior secured floating-rate
      notes affirmed at 'AA';

   -- Eur 262,500,000 2001-1 class C senior secured floating-rate
      notes affirmed at 'A';

   -- Eur 71,000,000 2001-1 class D1 senior secured floating-rate
      notes affirmed at 'BBB';

   -- Eur 35,000,000 2001-1 class D2 senior secured floating-rate
      notes affirmed at 'BBB';

   -- Eur 31,500,000 2001-1 class E senior secured floating-rate
      notes affirmed at 'BB+';

Cabral No.1 Ltd:

   -- Eur 166,024,611 class A senior secured floating-rate notes
      affirmed at 'AAA';

Caesar Finance 1999 SA:

   -- Eur 254,296,800 class A senior secured floating-rate notes
      affirmed at 'AAA';

Eurostar II CDO:

   -- Eur 188,682,784 class A1 senior secured floating-rate notes
      affirmed at 'AAA';

   -- Eur 50,208,047 class A2 senior secured floating-rate notes
      affirmed at 'AAA';

   -- Eur 51,000,000 class A3 senior secured floating-rate notes
      downgraded from 'AA' to 'A+';

   -- Eur 48,000,000 class B senior secured floating-rate notes
      downgraded from 'B+' to 'CCC';

   -- Eur 9,000,000 class C senior secured floating-rate notes
      affirmed at 'CCC';

   -- Eur 51,000,000 subordinated notes affirmed at 'CC';

PETRA CAPITAL Ltd (PETRA I):

   -- $33,500,000 class A senior secured floating-rate notes
      affirmed at 'AAA';

   -- $32,000,000 class B senior secured floating-rate notes
      affirmed at 'AA';

   -- $14,500,000 class C senior secured floating-rate notes
      affirmed at 'A';

   -- $15,500,000 class D senior secured floating-rate notes
      downgraded from 'BBB' to 'BBB-';

LUSITANO GLOBAL CDO No.1:

   -- Eur 623,800,000 class A2 senior secured floating-rate notes
      affirmed at 'AAA';

   -- Eur 42,300,000 class B senior secured floating-rate notes
      upgraded from 'AA' to 'AAA';

   -- Eur 25,200,000 class C senior secured floating-rate notes
      upgraded from 'A' to 'AA';

SPICES FINANCE 2001-5 Ltd:

   -- $100,000,000 class I senior secured floating-rate notes
      affirmed at 'AAA';

   -- $6,000,000 class II senior secured floating-rate notes
      affirmed at 'AA+';


PENN TREATY: S&P Assigns Junk Rating to $14-Million 6.25% Notes
---------------------------------------------------------------
On Feb. 5, 2004, Standard & Poor's Ratings Services assigned its
'CC' subordinated debt rating to Penn Treaty America Corp.'s
(NYSE:PTA) $14 million, 6.25% subordinated convertible notes,
which are due on Oct. 15, 2008.

The notes were issued in a private placement to accredited
investors. The terms of the notes are identical to those of the
company's existing 6.25% subordinated convertible notes due 2008,
except that the newly issued notes may not be converted until
after May 31, 2004, and until shareholder ratification and
approval of the issuance of the notes and the related shares of
common stock is obtained.

PTA will hold a special shareholder meeting on Mar. 12, 2004, to
ratify and approve the notes' issuance and the related shares of
common stock issuable upon the notes' conversion. If the company
does not obtain shareholder ratification and approval by Apr. 14,
2004, it will be required to repurchase the notes and pay the note
holders additional interest at a rate of 5.75% per annum on the
principal amount of the notes from the issuance date to the
repurchase date.

Standard & Poor's expects that the proceeds of the notes will
satisfy the holding company's debt-servicing requirements through
October 2005. On or after Oct. 15, 2005, the notes and the
company's existing subordinated convertible debt are subject to
mandatory conversion into common stock at $1.75 per share if the
average closing price is equal to or greater than $1.93 during any
15 consecutive trading days on or after Oct. 15, 2005. In
addition, about $2 million of the proceeds of the notes is
expected to be contributed to the statutory capital of the
company's Penn Treaty Network America Insurance Co. subsidiary to
support future business growth.

                         Ratings List

                  Penn Treaty American Corp.

         Counterparty credit rating      CCC-/Positive/--
         Subordinated debt rating        CC


PG&E NATIONAL: NEG Turns to Morrison for Advice on FERC Matters
---------------------------------------------------------------
The NEG Debtors sought and obtained the Court's authority to
employ Morrison & Foerster LLP as special counsel, nunc pro tunc
to the Petition date, to advise them with respect to Federal
Energy Regulatory Commission regulatory matters.  Morrison &
Foerster will also, from time to time, advise the NEG Debtors on
certain state public utility commission and utility-related
bankruptcy matters.

Morrison & Foerster had represented the NEG Debtors relating to
various issues, including matters before the Federal Energy
Regulatory Commission, the California Public Utilities
Commission, and the Pacific Gas and Electric Company and
California Power Exchange bankruptcy proceedings.  The Debtors
believe that Morrison & Foerster is both well qualified and
uniquely able to represent them in their Chapter 11 cases in a
most efficient and timely manner.  In all its activities,
Morrison & Foerster will work closely with the NEG Debtors'
general bankruptcy counsel.

The NEG Debtors will compensate Morrison & Foerster on an hourly
basis, plus reimbursement of actual and necessary expenses.  
Subject to periodic adjustments, Morrison & Foerster's standard
hourly rates are:

       Attorneys                               $215 - 675
       Legal Assistants & Professional Staff     95 - 235

Katherine C. Zeitlin, Esq., at Morrison & Foerster, discloses
that, in connection with the firm's 2002 services, Morrison &
Foerster received these payments from NEG or its affiliates:

       $37,135   from U.S. Generating Co.
         9,386   from PG&E Dispensing Generating Co., LLC
       175,572   from PG&E National Energy Group.

As of the Petition Date, the firm received $273,765 from NEG for
its 2003 services.  The amount includes a $75,000 prepetition
retainer.  Since the Petition Date, Morrison & Foerster has
applied and paid prepetition invoices totaling $52,006 and
$22,993, leaving a zero credit balance in the Debtors' retainer
and no prepetition claims owed by the Debtors to the firm.

Ms. Zeitlin attests that Morrison & Foerster does not have any
connection with or any interest adverse to the NEG Debtors, their
creditors, or any other party-in-interest.  The firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code. (PG&E National Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PHOTON CONTROL: Completes $2 Million Private Placement Financing
----------------------------------------------------------------
Photon Control Inc. (TSX VEN: PHO) completed a third and final
closing of the previously announced brokered private placement of
units. The Agent, Woodstone Capital Inc., has exercised its over-
allotment option and in the third closing, the Company raised
gross proceeds of $1,003,170 and issued 3,343,900 units at a price
of $0.30 per unit. The Company has now fully completed the private
placement and has raised aggregate gross proceeds of $2.0 million.

Each unit consists of one common share of the Company and one-half
of a common share purchase warrant. Each whole warrant is
exercisable into one common share of the Company at a price of
$0.36 per share until November 3, 2004 and $0.40 per share until
August 3, 2005. In connection with the third closing, Woodstone
Capital Inc. was paid a commission of $75,237.75 and was issued an
agent's option to purchase 334,390 units at a price of $0.30 per
unit, each unit having the same terms as the private placement
units. All the securities issued in connection with the third
closing are subject to hold periods under applicable securities
laws and policies of the TSX Venture Exchange and may not be
traded before June 4, 2004.

The net proceeds from the private placement will be used for
general and administrative expenses and to finance research and
development activities as well as business development and
marketing activities of the Company.

"The Company has received the maximum it had set of $2.0 million.
The Company has started accelerating commercial activity in order
to capture its expanding growth opportunities," says Chair Bob
Blair. "Additional cash will be coming this month from gas
producer contributions related to our meter testing program. We
are getting forerunner flow meter purchase orders in small
quantities for installation in Q2 2004."

Photon Control Inc. develops products that use light (photons) for
measurement and control, using the inherent advantages of light
over electricity. Photon's products offer improvements in cost,
performance and safety.

                          *    *    *

                     Liquidity and Solvency

In its recent SEC filing, the company disclosed that:

"At September 30, 2003, the Company had $279,385 in cash and cash
equivalents compared to $173,394 in cash and cash equivalents and
short-term investments as at December 31, 2002 and $355,559 at
September 30, 2002. In addition there was a working capital
deficiency of $300,919 as at June 30, 2003 compared to a
deficiency of $362,235 as at December 31, 2002 and working capital
of $33,193 at September 30, 2002. This reduction in liquidity and
increased working capital deficiency were caused by continuing
losses from operations, and the Company continued to fund its
operations during Q3 2003 by issuing common shares. In a private
placement that straddled Q2 2003 and Q3 2003, gross proceeds of
$668,245 were raised in Q3 2003 for total gross proceeds from the
private placement of $1,252,336."

"The Company's future operations are dependent upon the market's
acceptance of its products in order to ultimately generate future
profitable operations, and the Company's ability to secure
sufficient financing to fund future operations. There can be no
assurance that the Company's new products will be able to secure
market acceptance. Management is of the opinion that sufficient
working capital will be obtained from operations or external
financing to meet the Company's liabilities and commitments as
they become due, although there is a risk that additional
financing will not be available on a timely basis or on terms
acceptable to the Company."


PLAINS ALL AMERICAN: Plans to Expand the Basin Pipeline System
--------------------------------------------------------------    
Plains All American Pipeline, L.P. (NYSE: PAA) intends to increase
the transportation capacity of a portion of the Basin Pipeline
System, which transports crude oil from the Permian Basin of West
Texas to Cushing, Oklahoma, one of the largest and most liquid
crude oil markets in North America.

The pipeline segment to be expanded extends approximately 345
miles from Colorado City, Texas to Cushing where it interconnects
with Plains All American's Cushing Terminal, other crude oil
terminals and major pipelines bound for the Mid-Continent and
Midwest regions of the United States.  The expansion project
principally involves the reactivation of several pump stations
located along the pipeline system.  The Partnership expects to
complete the project in March 2004.  Upon completion of the
expansion, total capacity on this segment of the pipeline is
expected to increase approximately 15%, from its current average
capacity of approximately 350,000 barrels per day to approximately
400,000 barrels per day.  The Partnership is also evaluating the
potential expansion of the segment of the Basin system from
Midland to Colorado City.

"We believe that the Basin Pipeline System is the premier
transportation route to Midwestern markets for crude oil produced
in the Permian Basin," said Greg L. Armstrong, Chairman and Chief
Executive Officer of Plains All American.  "This expansion will
enable us to better serve the needs of our pipeline customers and
improve market access for crude oil producers in West Texas.  In
addition, at an estimated cost of approximately $1.1 million, we
believe this project to be an excellent long term investment for
the Partnership."

Armstrong noted that since Plains All American assumed the
operations of the Basin system on August 1, 2002, shipments on
Plains All American's space on Basin have increased from a run
rate of approximately 237,000 barrels per day for the third
quarter of 2002 to an average of 301,000 barrels per day for the
third quarter of 2003.  Plains All American owns an average 87%
interest in the Basin Pipeline System.

"Our expansion of the system underscores the successful execution
of the Partnership's post-acquisition business plan for this
asset," said Armstrong. "Although the volume on the Basin Pipeline
System varies from month to month, we believe that this expansion
will enhance our ability to accommodate peak volumes and position
us well for the long term."

Plains All American Pipeline, L.P. (S&P, BB+ Senior Unsecured
Rating, Positive) is engaged in interstate and intrastate
crude oil transportation, terminalling and storage, as well as
crude oil and LPG gathering and marketing activities, primarily in
Texas, California, Oklahoma and Louisiana and the Canadian
Provinces of Alberta and Saskatchewan. The Partnership's common
units are traded on the New York Stock Exchange under the symbol
"PAA".  The Partnership is headquartered in Houston, Texas.


PMA CAPITAL: Fitch Drops Senior Debt Rating Down 2 Notches to B-
----------------------------------------------------------------
Fitch Ratings has downgraded the senior debt rating of PMA Capital
Corp. to 'B-' from 'B+' and has also downgraded the insurer
financial strength ratings of the primary insurance subsidiaries,
listed below, to 'BB' from 'BBB-'. All ratings remain on Rating
Watch Negative. No action was taken on the 'CC' IFS rating of PMA
Capital Insurance Company (PMA Re). The rating actions follow
additional analysis of PMA's financial condition by Fitch
following the recent disclosures made by PMA concerning PMA Re.

The two notch reduction in the senior debt rating of PMA is based
on uncertainty related to the company's longer term ability to
service interest and principal payment requirements on its long-
term debt. PMA's directly held reinsurance subsidiary, PMA Re is
in run-off and has signed a voluntary agreement with the
Pennsylvania Department of Insurance in which PMA Re requires
regulatory approval for certain actions, including payments of
upstream dividends or other distributions to affiliates.

Fitch believes PMA potentially has adequate cash to service debt
and operating expenses through mid-year 2005, though this is
dependant on ongoing profitability within the primary insurance
operations to generate payments to PMA under inter-company tax
allocation agreements. After this time frame, PMA would need cash
inflows in the form of dividends or other distributions from PMA
Re or other subsidiaries to meet its debt servicing requirements,
which as noted in the case of PMA Re are currently subject to
regulatory approval.

The rating actions on the primary insurance companies, led by
Pennsylvania Manufacturers Association Insurance Co. (PMA
Insurance Pool) reflect that the increasing weakness of their
immediate parent, PMA Re, and the parent holding company has
immediately diminished the PMA Insurance Pool's financial
flexibility. It is also possible that the PMA Insurance Pool could
be tapped as a source of capital to support PMA Re, though this is
not management's stated intent. Fitch does note that companies in
the PMA Insurance Pool have not been impacted by the recent
reserve increases of PMA Re and continue to write new business
(primarily workers compensation insurance) and remain adequately
capitalized on a statutory basis.

PMA's current operating strategy is focused on maintaining and
developing its primary insurance operations. Fitch believes that
PMA is seeking approval to transfer ownership of the PMA Insurance
Pool companies from PMA Re directly to PMA. This change in
organization structure would enable the holding company to receive
dividend cash flows directly from the PMA Insurance Pool to help
service future debt obligations. Such a transaction would also
promote further separation of the organization's ongoing and run-
off operations and would favorably impact the financial
flexibility and operating franchise of the PMA Insurance Pool.

Uncertainty remains regarding the ultimate approval and timing of
this structural change, which Fitch believes is partially
dependant on the results of an independent actuarial study of PMA
Re's reserves. Fitch will review its Rating Watch status for PMA,
following any announcements regarding changes in organization
structures, an assessment of the longer term competitive position
and earnings potential of PMA's primary workers compensation
operations following recent events, and the reserve adequacy and
performance in run-off of PMA Re.

                         Rating Actions

     PMA Capital Insurance Company

        -- Insurer financial strength No Action 'CC'/Negative.

     Manufacturers Alliance Insurance Co.

        -- Insurer financial strength Downgrade 'BB'/Negative.

     Pennsylvania Manufacturers Association Insurance Co.

        -- Insurer financial strength Downgrade 'BB'/Negative.

     Pennsylvania Manufacturers Indemnity Co.

        -- Insurer financial strength Downgrade 'BB'/Negative

     PMA Capital Corp.

        -- Senior Debt Downgrade 'B-'/Negative.


PRIMEDIA INC: Fourth-Quarter Results Swing-Up to Positive Zone
--------------------------------------------------------------
PRIMEDIA Inc. (NYSE: PRM) reported results for the fourth quarter
of 2003.

        New Organizational Structure and Segment Reporting

-- PRIMEDIA announced a new strategic operating structure for the
   company that aligns its businesses into four new segments. The
   four segments, Enthusiast Media, Consumer Guides, Business
   Information, and Education and Training, align the company's
   businesses based on common operating strategies, target markets
   and investment characteristics, providing both management and
   the investor community with greater clarity and visibility on
   the performance of the company's key businesses.

-- Consolidated revenues were $351.0 million, down $14.4 million
   or 3.9%, in fourth quarter 2003. Approximately $11 million
   of the decline was due to lost revenue from product shutdowns
   and the impact of the rate base reduction at the soap opera
   titles implemented earlier this year. The balance of the
   decline was due primarily to continued weakness in trade
   advertising, declines in circulation revenue in enthusiast
   magazines, and declines in Workplace Learning and Films for the
   Humanities, partially offset by revenue increases at the
   distribution arm of Consumer Guides.

-- Operating income improved due primarily to the net decrease of
   $127.3 million in the non-cash impairment charge taken in
   fourth quarter 2003 versus the charge recorded in 2002.

-- In the fourth quarter 2003, the company incurred charges
   totaling $5.1 million for the settlement of certain lawsuits
   and the impairment of certain deferred programming assets.
   There was no similar expense in the fourth quarter 2002.

-- The company prospectively adopted SFAS 123 in the fourth
   quarter 2003 and began recording employee stock-based non-cash
   compensation under the fair value method resulting in a fourth
   quarter charge of $6.0 million.

                         2004 Guidance

-- Full year 2004 revenues are targeted to grow in the low single
   digit percentage range, with Segment EBITDA for PRIMEDIA's four
   business segments after Corporate Overhead targeted to grow in
   the mid single digit percentage range. The second half of 2004
   is expected to show most of that growth for the year, with the
   first half performance affected by soft industry fundamentals.

            Consolidated Fourth Quarter 2003 Results

PRIMEDIA Inc. (NYSE: PRM) announced that consolidated revenues
were $351.0 million in fourth quarter 2003, down $14.4 million or
3.9%. Operating income was $26.5 million in fourth quarter 2003
versus a loss of $108.6 million in the comparable period of 2002.
The improvement in operating income was due primarily to the net
decrease of $127.3 million in the non-cash impairment charge taken
in fourth quarter 2003 versus the charge recorded in 2002. Income
applicable to common shareholders was $4.0 million in the fourth
quarter 2003, compared to a loss of $87.4 million in the fourth
quarter 2002. Income applicable to common shareholders per common
share was $0.02 in fourth quarter 2003, compared to a loss of
$0.34 per share in the same period last year.

Kelly Conlin, CEO and President of PRIMEDIA, said, "While our
results for the fourth quarter 2003 were in line with overall
industry trends, we are striving for more. Over the past two
years, the company successfully completed its asset divestiture
and cost reduction programs and, in 2004, we are focused on
growing the top line and expanding margins. 2004 will be a year of
investing in our businesses and rebuilding for growth.

"We've created an organizational structure which simplifies and
clarifies the company. The businesses within each segment have
common characteristics in terms of markets and strategy, and the
new organization defines PRIMEDIA's platforms for growth. Our
strategy is clear - PRIMEDIA is focused on its core businesses and
will grow through maximizing and expanding its market-leading
brands. With new leadership and a stronger balance sheet, we are
very excited as PRIMEDIA enters its next chapter."

        Depreciation, Amortization and Interest Expense

Depreciation expense was approximately $13.2 million in the fourth
quarter 2003 versus $23.9 million in the same period of the prior
year, which included a $9.4 million non-cash impairment provision
for certain long-lived depreciable assets required by SFAS 144,
"Accounting for the Impairment or Disposal of Long-lived Assets".
Amortization expense was $25.0 million in the fourth quarter 2003,
including a $14.8 million impairment provision resulting from the
Company's annual impairment test for goodwill and indefinite-lived
intangible assets under SFAS 142 "Goodwill and Other Intangible
Assets", compared to $147.2 million in the same period of the
prior year, including a $132.7 million impairment provision
required by SFAS 142. Fourth quarter 2003 non-cash impairment
charges for goodwill and certain long-lived intangible assets
related to the Education and Training Segment ($12.4 million) and
the Enthusiast Media Segment ($2.4 million). Fourth quarter 2002
impairments related to the Education and Training Segment ($59.4
million), the Business Information Segment ($49.1 million) and the
Enthusiast Media Segment ($24.2 million). Excluding impairments,
amortization expense declined from last year due primarily to the
divestiture of certain titles, intangibles that became fully
amortized and lower intangible balances resulting from impairment
charges required by SFAS 144, all occurring in 2002. Interest
expense was approximately $29.0 million in the fourth quarter 2003
and decreased by $4.7 million as a result of reduced debt levels
and lower interest rates.

        Severance Related to Separated Senior Executive

The company recorded a charge of approximately $3.8 million in the
fourth quarter 2003 relating to severance payments for the former
Interim CEO and President. Additionally, as part of the severance
agreement, this employee received an extension of the expiration
period of previously granted stock options. Due to the adoption of
SFAS 123, the company recorded a non-cash charge of $5.1 million
related to this extension in the fourth quarter 2003, which is
included in the Non-cash Compensation and Non-recurring Charges
line in the Financial Highlights Table.

              Stock-Based Non-Cash Compensation
                  - Adoption of SFAS 123

In December 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an
Amendment of FASB Statement No. 123," which amends SFAS 123,
"Accounting for Stock-Based Compensation" to provide alternative
methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation.
The company prospectively adopted SFAS 123 in the fourth quarter
2003 and began recording employee stock-based compensation under
the fair value method effective January 1, 2003. The adoption of
SFAS 123 resulted in a non-cash compensation charge of $6.0
million including the charge of $5.1 million for severance related
to the separated senior executive. The impact of adoption on the
first three quarters of 2003 was not significant.

      Provision for Severance, Closures and Restructuring

The company recorded a Provision for Severance, Closures and
Restructuring of approximately $5.2 million in the fourth quarter
2003, compared to $22.8 million in fourth quarter 2002. Full year
2003 restructuring charges were $8.7 million compared to $49.7
million for 2002.

        Adoption of SFAS 150, "Accounting for Certain
          Financial Instruments With Characteristics
               of Both Liabilities and Equity"

In the third quarter of 2003, the Company prospectively adopted
SFAS 150, effective July 1, 2003. The SFAS 150 adoption had no
impact on income/(loss) applicable to common shareholders and per
common share for any of the periods presented. SFAS 150 requires
the company to classify as long-term liabilities its Series D, F
and H Exchangeable Preferred Stock and to reclassify dividends
from this preferred stock to interest expense. Such stock is now
described as "Shares Subject to Mandatory Redemption" on the
Financial Highlights Table and dividends on these shares are now
included in pre-tax income (interest expense) whereas previously
they were presented below net income (loss) as preferred stock
dividends. The adoption of SFAS 150 increased the loss before
income taxes for the three and twelve-month periods ended December
31, 2003 by $10.9 and $21.9 million, respectively. If SFAS 150 had
been adopted on July 1, 2002, loss before income taxes would have
increased by $11.5 million and $23.5 million, respectively, for
the comparable periods for 2002.

                   Discontinued Operations

The company sold its realestate.com business, whose results have
been classified as discontinued operations. In the fourth quarter
2003 and full year 2003, realestate.com had revenues of $0.7
million and $2.4 million, and Segment EBITDA of $0.0 million and
$(2.2) million, respectively.

                         Liquidity

The company continues to have more than adequate financial
resources to meet its cash needs and service its debt and other
fixed obligations for the foreseeable future.

                    Covenant Compliance

The leverage ratio, as defined by the company's credit agreements,
for the 12 month period ended December 31, 2003 is estimated to be
approximately 5.1 times, well below the permitted maximum of 6.0
times.

                         Guidance

Full year 2004 revenues are targeted to grow in the low single
digit percentage range. The company has assumed improving industry
fundamentals as 2004 progresses for consumer magazine advertising
growth and expects single copy sales of consumer magazines to
continue to face challenges, especially in the first half of 2004.
Growth at Consumer Guides is expected to gain momentum in the
third and fourth quarters as its entries into new markets begin to
show results. Trade advertising and trade shows are expected to
stabilize in 2004. Education and Training is expected to improve
as 2004 progresses. The company expects to continue its tight
control on operating costs.

Full year 2004 Segment EBITDA for PRIMEDIA's four business
segments after Corporate Overhead is targeted to grow in the mid
single digit percentage range. The second half of 2004 is expected
to show most of that growth for the year, with the first half
performance affected by soft industry fundamentals. New
investments and early year strategic moves are expected to show
results in the second half of the year.

In 2004, the company will invest in its businesses and build on
its platforms for growth. The company has powerful brands and
franchises that can grow through broadening distribution,
introducing new products, freshening existing ones, expanding into
new markets and extending brands through licensing and
merchandising agreements with strategic partners.

PRIMEDIA (S&P, B Corporate Credit Rating, Stable) is the leading
targeted media company in the United States, with positions in
consumer and business-to-business markets. Our properties deliver
content via print as well as video, the Internet and live events
and offer highly effective advertising and marketing solutions in
some of the most sought after niche markets. With 2002 sales from
continuing businesses of $1.5 billion, PRIMEDIA is the #1 special
interest magazine publisher in the U.S. with more than 250 titles.
Our well known brands include Motor Trend, Automobile, New York,
Fly Fisherman, Power & Motoryacht, Creating Keepsakes, Ward's Auto
World, and Registered Rep. The company is also the #1 publisher
and distributor of free consumer guides, including Apartment
Guides. PRIMEDIA Television's leading brand is the Channel One
Network and About is one of the largest sources of original
content on the Internet. PRIMEDIA's stock symbol is: NYSE: PRM.


PRIMUS TELECOMMS: Dec. 31 Balance Sheet Upside-Down by $96 Million
------------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications provider offering an integrated
portfolio of voice, Internet, voice-over-Internet protocol (VOIP),
data and hosting services, announced record results for the fourth
quarter and for the full year 2003 and provided goals for 2004.

"The fourth quarter capped off a year of remarkable progress for
PRIMUS with our record net revenue accompanied by having turned
net income positive," stated K. Paul Singh, Chairman and Chief
Executive Officer. "This performance, in the face of a challenging
market environment, confirms that our fundamental business model
is working.

"During the fourth quarter, we continued to pursue our major
objectives for 2003, namely, strengthening our balance sheet
through debt refinancing initiatives, bringing our accounts
payable more current, and improving our liquidity by reducing
overall interest payments and extending our debt maturity
profile," Singh added. "This past year also signaled PRIMUS's
return to the public capital markets with our successful issuance
of $132 million of 3.75% convertible senior notes, the proceeds
from which were used to retire higher interest debt. We closed
2003 with $542 million of debt, only $24 million of which is
current. We continued these efforts into January 2004, when we
issued $240 million of 8.0% senior notes due 2014 to retire higher
interest debt and to extend our debt maturity profile. In
connection with that offering, we were gratified to have received
rating upgrades from Moody's Investors Service and Standard &
Poor's.

"With these accomplishments, PRIMUS now enters its second decade--
we celebrated our tenth anniversary yesterday--strongly positioned
to pursue major initiatives to transform PRIMUS from its wireline
long distance voice heritage into a combined
wireless/broadband/wireline bundled service provider," Singh
commented. "We intend to continue to grow profitably our wireline
voice business in our existing major markets where there is more
than sufficient market share growth opportunities. We have also
selectively targeted opportunities for PRIMUS to participate in
the major growth areas for telecommunications - local, wireless
and broadband. Our approach in each of these areas has common
elements: focus on bundling services to end-user customers with
international calling patterns; leverage PRIMUS's existing global
voice, data and Internet network; and utilize our established
distribution channels and sophisticated back office systems.

"We believe the local services market is an untapped opportunity
for significant revenue growth for PRIMUS, as the regulatory
environment promotes more competition. We recently began offering
local line service in Canada, bundled with our other product
offerings of long distance and Internet access, in competition
with the incumbent local exchange carriers. We are currently a
local service provider in Australia offering resale and DSL
services and today announced a new voice-over-DSL product targeted
at business customers. We will begin pursuing opportunities for
providing local services in the United States. The ability to
bundle local service for our existing customer base and attract
new customers to our existing services present tremendous future
growth opportunities for PRIMUS.

"Our wireless initiative will target as potential new PRIMUS
customers all wireless users in our existing major markets--
Europe, United States, Canada, and Australia--who wish to make
international calls using their mobile phones," Singh stated.
"Currently, many wireless users are blocked by their service
provider from making international calls, and those that can make
international calls are charged excessively high rates. Through a
combination of service initiatives, including "dial-around"
services, special PIN (personal identification number) services,
and PRIMUS-branded "intelligent" handsets, we will target the
users of wireless carriers and offer substantially reduced
international rates. Even with reduced rates, we believe our
services would generate substantial margins for PRIMUS. From the
wireless customer's perspective, there is no need to change their
underlying wireless service provider or phone number--what we will
offer is a value-added service that will provide a customer
substantial cost savings on international calls. The current high
rates for international calls from wireless phones has
artificially suppressed this potentially huge market; PRIMUS
intends to make international calling easy and affordable for
wireless users.

"The target customers for our broadband VOIP products will be
anyone who has a broadband connection anywhere in the world,"
Singh noted. "As we recently announced, we have been in the
carrier VOIP market now for several years and carried over one
billion minutes of international voice traffic in 2003 over the
public Internet. We are now poised to launch retail enterprise,
reseller and residential VOIP services around the globe which are
expected to have higher profit potential than the carrier
services. We will leverage our already deployed next generation
VOIP network connecting over 125 countries and supported by our
H.323, open settlement protocol and SIP capabilities.

"We anticipate that these three additional businesses--local,
wireless and broadband--each have the potential to become as large
as PRIMUS's existing wireline business and to support double digit
top line revenue growth for the foreseeable future" Singh stated.
"We are energized by our prospects and believe that PRIMUS is
well-positioned, strategically and financially, to seize the
opportunities to make our second decade as rewarding as the
first."

               Fourth Quarter Financial Results

PRIMUS's net revenue in the fourth quarter of 2003 was $339
million compared with $328 million in the prior quarter, a growth
of 3.2%, and $268 million for the fourth quarter of 2002, a growth
of 26.6%. "The increase in net revenue, both sequential and year-
over-year, is attributable to growth in all three of our products:
voice, data/Internet, and VOIP," stated Neil L. Hazard, Chief
Operating Officer. Data/Internet and VOIP net revenues for the
fourth quarter were $55 million, representing over 16% of net
revenue, as compared to $50 million in the prior quarter and $42
million in the fourth quarter of 2002. Net revenue for the fourth
quarter on a geographic basis remained well balanced: 40% from
North America, 30% from Europe and 30% from Asia-Pacific. The mix
of net revenue by customer type in the fourth quarter was 80%
retail (55% residential and 25% business) and 20% carrier compared
with year-ago figures of 77% retail and 23% carrier.

Selling, general and administrative expenses for the fourth
quarter of 2003 were $88 million or 26.0% of net revenue, as
compared to $87 million or 26.6% of net revenue in the prior
quarter and $67 million or 25.1% of net revenue for the fourth
quarter of 2002.

Income from operations was $21 million in the fourth quarter,
compared with $24 million in the prior quarter and a loss from
operations of $14 million in the fourth quarter of 2002. The
fourth quarter 2003 includes an asset impairment charge of $2.1
million.

PRIMUS's net income for the fourth quarter of 2003 was $18 million
inclusive of $14 million of foreign currency transaction gains.
This compares to net income of $6 million in the prior quarter and
a net loss of $18 million in the fourth quarter of 2002, inclusive
of $9 million of foreign currency transaction gains.

Basic and diluted income per common share was $0.20 and $0.18,
respectively, for the fourth quarter 2003, compared to a basic and
diluted loss per common share of $0.28 in the fourth quarter of
2002. Basic and diluted weighted average common shares outstanding
for the fourth quarter 2003 were 88 million and 107 million,
respectively.

                   Full Year Results for 2003

For the full year 2003, net revenue was $1.3 billion as compared
to $1.0 billion for the full year 2002, an increase of 25.8%,
attributable to growth across all product and geographic segments
of our business. Income from operations for 2003 was $70 million
as compared to a loss from operations of $3 million in 2002.
PRIMUS's 2003 net income was $55 million or $0.56 diluted income
per common share as compared to a net loss of $35 million or $0.54
diluted loss per common share in 2002. Net income for 2003
includes gains from foreign currency transactions of $39 million
and gains from the early extinguishment of debt of $13 million.
Net loss for 2002 includes gains from foreign currency
transactions of $8 million and gains from the early extinguishment
of debt of $37 million.

                 Liquidity and Capital Resources

PRIMUS ended the fourth quarter of 2003 with restricted and
unrestricted cash of $77 million reflecting the full deployment of
the $132 million in proceeds from the convertible senior notes
offering completed in September 2003 to refinance its long-term
debt, resulting in lower interest payments and extended debt
maturities. During 2003 PRIMUS generated $67 million in cash from
operating activities and spent $25 million on capital
expenditures. In January 2004, a subsidiary of the Company issued
$240 million of 8.0% senior notes, the proceeds of which were used
to satisfy and discharge the Company's 9.875% and 11.25% senior
notes and repay certain vendor debt obligations, and the balance
of the proceeds are earmarked for capital expenditures, working
capital and other general corporate purposes.

PRIMUS's long-term debt obligations as of December 31, 2003 were
$542 million as compared to $601 million at the end of 2002. The
Company will continue to pursue opportunities to strengthen the
balance sheet through debt reduction and refinancing initiatives
and enhance liquidity through reducing its carrying costs of debt,
extending its debt maturity profile and bringing its accounts
payable more current. The Company has an effective shelf
registration statement on file with the SEC for issuance of up to
an aggregate of $200 million of securities.

At December 31, 2003, PRIMUS's balance sheet shows a working
capital deficit of about $26 million, and a total shareholders'
equity deficit of about $96 million.

                          2004 Goals

The Company entered 2004 having accomplished its 2003 goals of
double digit revenue growth, improved operating profitability,
generation of net income, a stronger balance sheet and enhanced
liquidity. Its goals for 2004, assuming currencies are stable from
year-end 2003 levels, are: (1) revenue growth in the range of 12%
to 15%; (2) operating income growth in the range of 40% to 50%;
(3) capital expenditures in the range of 3% of net revenue; (4)
and net income in the range of $20 million to $25 million, which
includes approximately $15 million of costs associated with the
early extinguishment of debt and related interest expense in the
first quarter of 2004. Diluted weighted average common share
outstanding balances are expected to be in the range of 107
million to 110 million. Our goals reflect a number of significant
differences from 2003 including: the turn to taxable profitability
of the Canadian and Australian operations and, thereby, the
expectation that income tax expense will grow from $6 million in
2003 to in the range of $20 million in 2004, and the incremental
investment of approximately $20 million to $25 million in SG&A
costs for new product initiatives. Further, to strengthen the
Company's balance sheet, in the first half of 2004 the Company
plans to deploy $40 million to $50 million to bring its accounts
payable more current and improve its ratio of priority obligations
to total assets, in an effort to improve its credit ratings and
reduce future cost of capital.

PRIMUS Telecommunications Group, Incorporated (Nasdaq: PRTL) is a
global telecommunications provider offering an integrated
portfolio of international and domestic voice, Internet, voice-
over-Internet protocol (VOIP), data and hosting services to
business and residential retail customers and other carriers
located primarily in the United States, Canada, Australia and
Europe. PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 250
points-of-presence (POPs) throughout the world, ownership
interests in over 23 undersea fiber optic cable systems, 18
carrier-grade international gateway and domestic switches, and a
variety of operating relationships that allow it to deliver
traffic worldwide. PRIMUS also has deployed a global state-of-the-
art broadband fiber optic ATM+IP network and data centers to offer
customers Internet, data, hosting and e-commerce services. Founded
in 1994, Primus is based in McLean, Virginia. News and information
are available at PRIMUS's Web site at http://www.primustel.com/  


RADIOLOGIX INC: S&P Revises Low-B Ratings' Outlook to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B' senior unsecured debt ratings on Radiologix Inc.,
but revised the diagnostic imaging provider's outlook to negative
from stable.

As of Sept. 30, 2003, Dallas, Texas-based Radiologix had
approximately $173 million of debt outstanding, mainly in the form
of its $160 million 10.5% senior unsecured notes due in 2008.

"The outlook revision indicates that Standard & Poor's could lower
the ratings if competitive factors continue to depress scan
volumes in key markets, and erode the company's cash flow and
financial insulation to levels inconsistent with the current
rating," said Standard & Poor's credit analyst Jill Unferth.

During the last year, scan volumes and revenue from practices that
contract with the company have declined meaningfully in the Mid-
Atlantic region, where competitors have made inroads, and in the
Northeast. In addition, in mid-2004 the company will exit its
agreement with a radiology practice in San Antonio, and will
likely sell its assets there. The professional and technical
services provided as a result of this relationship contributed
approximately 11% of Radiologix's 2003 EBITDA. The company will
realize value in selling the assets, but will need to reinvest
productively to regain this cash flow. More generally, higher
patient co-pays and deductibles, elevated unemployment levels, and
managed care certification requirements have also temporarily
bridled scan growth throughout the industry. At the same time,
imaging equipment makers have made it more affordable for medical
practices and hospitals to buy their own machines, which has in
turn narrowed Radiologix's referral base and increased its local
competition.

In response, the company has divested underperforming centers, cut
operating costs, hired technologists and doctors to staff
underserved centers, and upgraded imaging equipment in key
markets. It has furthermore beefed up its marketing efforts in
more competitive markets. New fixed-site capital investments have
been pared back and, instead, Radiologix has tried a new form of
equity joint venturing to expand its presence in Denver. Although
management appears to be taking the right steps to stabilize the
business, fully restoring lost revenue could take time.


RESOURCE AMERICA: Fitch Withdraws B- Senior Unsec. Notes' Rating
----------------------------------------------------------------
Fitch Ratings has withdrawn the 'B-' rating on Resource America's
senior unsecured notes as the company has redeemed the balance
($53 million) of its 12% senior notes due 8/1/04. The company now
has only bank debt outstanding.

Resource America Inc. is a proprietary asset management company
that uses industry specific expertise to generate and administer
investment opportunities for its own account and for outside
investors in the energy, real estate and equipment leasing
industries. For more information please visit its Web site at
http://www.resourceamerica.com/    


RESPONSE BIOMEDICAL: Brings-In Stan Yakatan as New Director
-----------------------------------------------------------
Response Biomedical Corp. (RBM: TSX Venture Exchange), is pleased
to announce the appointment of Mr. Stan Yakatan, Chairman of US-
based Katan Associates International, to the Company's Board of
Directors. The Company also announced that it has filed a Form 20-
F Registration Statement with the U.S. Securities and Exchange
Commission, an initial step necessary for obtaining listing or
trading of the Company's common shares on a US-based stock
exchange.

Mr. Yakatan has completed and advised on numerous acquisitions and
corporate finance transactions raising in excess of $1.0 billion
dollars in the public and private capital financing markets. He
has founded or co-founded over 15 companies in the United States,
Canada, Israel, France and Germany. He currently serves as the
strategic advisor to the state government of Victoria, Australia
and has advised several of the world's leading venture capital
firms including TVM (Germany), Ventana (USA), MSP (USA) and
Biocapital (Canada).  Mr. Yakatan has held senior executive
positions with New England Nuclear, (a Division of E.I. Dupont),
ICN Pharmaceuticals, New Brunswick Scientific and Biosearch.
Headquartered in Los Angeles, Katan Associates is a globally based
advisory services organization that provides diversified business,
operational, financial and strategic planning services to
developing knowledge-based growth and biotechnology companies.

"I am excited to be joining Response's Board at a time when
commercial sales are showing tremendous growth from multiple
product lines, and the Company is seeking to raise its profile,
broaden its shareholder base and gain access to US capital
markets," said Mr. Yakatan. "RAMP is a robust and proven
diagnostic platform with virtually unlimited new product
development opportunities in large markets, and I am confident the
level of support from the corporate finance community in the US
will be considerable."

"After 30 years as a successful CEO, entrepreneur, and operational
manager, Stan has a proven track record of adding significant
value to formative-stage companies," said Mr. Bill Radvak,
President and CEO of Response Biomedical Corp. "Submitting our
registration statement with the SEC is an important first step
toward securing a US-listing, and Stan's management, operational
and corporate finance acumen will be invaluable to the Company in
building support and raising corporate awareness."

Response Biomedical develops, manufactures and markets rapid on-
site RAMP tests for medical and environmental applications
providing reliable information in minutes, anywhere, every time.
RAMP represents an entirely new class of diagnostic, with the
potential to be adapted to more than 250 medical and non-medical
tests currently performed in laboratories. The RAMP System
consists of a portable fluorescent Reader and single-use,
disposable Test Cartridges. RAMP tests are commercially available
for the early detection of heart attack, environmental detection
of West Nile virus, and biodefense applications including the
rapid on-site detection of anthrax, smallpox, ricin and botulinum
toxin.

Response Biomedical is a publicly traded company, listed on the
TSX Venture Exchange under the trading symbol "RBM". For further
information, please visit the Company's Web site at
http://www.responsebio.com/

The company's September 30, 2003, balance sheet reports a working
capital deficit of about CDN$2.5 million. Net capital deficit for
the same period tops CDN$2 million.


RUSSEL METALS: S&P Raises Credit Rating to BB on Solid Financials
-----------------------------------------------------------------  
Standard & Poor's Ratings Services raised its ratings on Russel
Metals Inc., including the long-term corporate credit rating,
which was raised to 'BB' from 'BB-'. At the same time, Standard &
Poor's assigned its 'BB-' rating to Russel Metals' proposed US$175
million notes. The rating on the notes is one notch lower than the
long-term corporate credit rating, reflecting the significant
amount of priority debt, including secured bank lines and
subsidiary obligations, which would rank ahead of the notes in the
event of default. The new notes and the recent C$45 million equity
issue will be used to repurchase the company's US$125 million 10%
senior unsecured notes, C$30 million preferred shares, and C$30
million 8% subordinated notes. The outlook is stable.

"The upgrade stems from Russel Metals' good financial performance
through a period of difficult conditions in the North American
steel market," said Standard & Poor's credit analyst Donald
Marleau. "The company has strengthened its business profile in
recent years with a steady acquisition strategy, without
materially increasing its financial risk," Mr. Marleau added.

The ratings on Mississauga, Ontario-based Russel Metals reflect
its fair business position as a major metals distributor with
aggressive debt leverage. The company is the largest steel
distributor in Canada, and has three business segments: general-
line steel service centers; energy sector pipe, tube, and valve
distribution; and steel importing and exporting.

Russel Metals operates in the volatile North American steel
market, which has been characterized in recent years by unstable
prices exacerbated by various international trade actions.
Nevertheless, the company has demonstrated good earnings and cash
flow throughout this turbulent period. The stability of the
company's financial performance stems from its good market
position, which has permitted Russel Metals to exert pricing power
over its broad base of suppliers and customers. The company has a
market share of 25% of the service center industry in Canada,
which is high compared with its peers in this otherwise fragmented
market.

Russel Metals' stable margins and good working capital management
should ensure that the company generates adequate cash flow
throughout the steel industry's volatile pricing cycle. Further
acquisitions by the company in this consolidating industry are
expected to be undertaken in a prudent manner, such that
incremental debt is offset by enhanced cash flow generation.


QWEST COMMS: Completes $1.8BB Debt Offering & New $750MM Revolver
-----------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) closed its
previously announced Rule 144A offering of $1.775 billion
aggregate principal amount of senior debt securities consisting of
five-, seven- and 10-year notes.

In addition, the company announced that its Qwest Services
Corporation subsidiary paid off in full and terminated its
existing credit facility that totaled $750 million.

The company also announced that its QSC subsidiary closed its new
senior secured revolving credit facility for $750 million due in
2007. The facility was undrawn at closing.

"These transactions enabled us to further modify our maturities,
while allowing us to benefit from access to favorable market
conditions," said Oren G. Shaffer, Qwest vice chairman and CFO.
"Combined with the added assurance of the revolving credit
facility, this marks another important step in our ongoing efforts
to improve the company's overall financial flexibility."

Banc of America Securities LLC was the transaction coordinator and
joint book-running manager for the offering. Additional joint
book-running managers for the 10-year notes were JPMorgan, Lehman
Brothers, and Merrill Lynch & Co.; for the seven-year notes were
Credit Suisse First Boston, Deutsche Bank Securities, and Goldman
Sachs & Co.; and for the five-year notes were JPMorgan, Morgan
Stanley, and UBS Investment Bank.

The $750 million revolving credit facility was arranged by J.P.
Morgan Securities Inc. and Wachovia Securities, Inc. The
administrative agent was Bank of America N.A. The co-syndication
agents were JPMorgan Chase Bank and Wachovia Bank, N.A. and the
co-documentation agents were Lehman Commercial Paper and UBS AG.

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

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


SOLUTIA INC: Reports 6% Price Increase on Nylon Carpet Fiber
------------------------------------------------------------
Solutia Inc., (OTC Bulletin Board: SOLUQ) announced a price
increase on nylon carpet fiber for the contract carpet market
segment. An increase of six percent will become effective for
shipments on or after February 16, 2004 on nylon staple and bulk
continuous filament.

"Due to the continued effect of unprecedented high energy costs,
namely oil and natural gas in the United States, our costs to
produce nylon fiber have soared. Increased prices will help
alleviate some, but not all of the burden of these higher costs,"
said Kaye Gosline, Director of Sales and Marketing for Solutia's
Ultronr Contract Fibers business.

On December 17, 2003, Solutia Inc., and 14 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of New York. Solutia's affiliates
outside the United States were not included in the Chapter 11
filing. Additional information on Solutia's Chapter 11
reorganization is available from the Company's Web site at
http://www.Solutia.com/

Solutia uses world-class skills in applied chemistry to create
value-added solutions for customers, whose products improve the
lives of consumers every day. Solutia is a world leader in
performance films for laminated safety glass and after-market
applications; process development and scale-up services for
pharmaceutical fine chemicals; specialties such as water treatment
chemicals, heat transfer fluids and aviation hydraulic fluid and
an integrated family of nylon products including high-performance
polymers and fibers.

Solutia nylon carper fiber products include Ultron(R) Solutia
nylon carpet fiber products include Ultron(R) Contract Fibers and
Wear-Dated(R) products.


SOTHEBY'S HOLDINGS: GE Extends Up to $200MM Financing Commitment
----------------------------------------------------------------
Sotheby's received a commitment to refinance its existing senior
secured credit agreement with a new senior secured credit facility
of up to $200 million.

The refinancing will be led by GE Commercial Finance Corporate
Lending, which has made a commitment of $100 million under the
facility and will seek to syndicate the balance with other
financial institutions.  The lenders under Sotheby's existing
credit agreement have extended the maturity of this agreement for
one month to allow completion of the new facility and the
commitment is subject to customary closing conditions.

"This new long term three year credit agreement of up to $200
million dramatically expands our financing capacity and is
indicative of the growing strength and momentum of our
organization," said Bill Ruprecht, Sotheby's President and Chief
Executive Officer.

Mr. Ruprecht added, "With this long term credit facility, our
strong fourth quarter sales results in 2003 and a strong beginning
to 2004, we are strengthening our position as the world's pre-
eminent auction house."

Sotheby's Holdings, Inc. (S&P, B Corporate Credit Rating,
Developing), is the parent company of Sotheby's worldwide live
auction businesses, art-related financing and real estate
brokerage activities.  The Company operates in 34 countries, with
principal salesrooms located in New York and London.  The Company
also regularly conducts auctions in 13 other salesrooms around the
world, including Australia, Hong Kong, France, Italy, the
Netherlands, Switzerland and Singapore.  Sotheby's Holdings, Inc.
is listed on the New York Stock Exchange and the London Stock
Exchange.


SPIEGEL GROUP: January 2004 Net Sales Climb 27% to $98 Million
--------------------------------------------------------------
The Spiegel Group reported net sales of $98.6 million for the four
weeks ended January 31, 2004, a 27 percent decrease compared to
net sales of $135.6 million for the four weeks ended January 25,
2003.

The company also reported that comparable-store sales for its
Eddie Bauer division decreased 7 percent for the four-week period
ended January 31, 2004, compared to the same period last year.

Net sales for January include $3.8 million in liquidation sales
resulting from the sale and transfer of inventory in early January
to an independent liquidator in conjunction with the closing of 29
Eddie Bauer stores. Excluding the liquidation sales, the Group's
net sales from retail and outlet stores fell 32 percent compared
to the same period last year, primarily due to the impact of store
closings and a decline in comparable-store sales. The company
operated 440 stores at the end of January 2004 compared to 565
stores at the end of January 2003. Most of the store closings
resulted from actions taken as part of the company's ongoing
reorganization process.

The Group's direct net sales (catalog and e-commerce) decreased 28
percent for the month compared to the same period last year,
primarily due to a planned reduction in catalog circulation and a
shift in catalog mailing dates. As part of a major rebranding
effort, Spiegel Catalog debuted its new, repositioned semi-annual
catalog and Web site the third week of January 2004. The
comparable 2003 semi-annual Spiegel catalog was mailed in late
December of 2002.

The company also noted that each of its merchant companies entered
2004 with significantly less clearance inventory and total
inventories were down approximately 40 percent at the end of
January 2004 compared to the prior year.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, specialty retail and outlet stores, and e-
commerce sites, including eddiebauer.com, newport-news.com and
spiegel.com. The Spiegel Group's businesses include Eddie Bauer,
Newport News and Spiegel Catalog. Investor relations information
is available on The Spiegel Group Web site at
http://www.thespiegelgroup.com/


S&S FIRE SUPPRESSION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: S&S Fire Suppression Systems, Inc.
        425 Western Highway
        Tappan, New York 10983

Bankruptcy Case No.: 04-22183

Type of Business: The Debtor designs, installs and services fire
                  suppression systems, offering burglar and fire
                  alarm equipments.

Chapter 11 Petition Date: February 5, 2004

Court: Southern District of New York (White Plains)

Debtor's Counsel: Eric C. Kurtzman, Esq.
                  Kurtzman Matera Gurock Scuderi & Karben, LLP
                  2 Perlman Drive
                  Spring Valley, NY 10977
                  Tel: 845-352-8800
                  Fax: 845-352-8865

Total Assets: $3,104,518

Total Debts:  $4,937,920

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Kandall Fabricating & Supply               $801,731
151 Randolph Street
Passaic, NJ 07055

Neill Supply Company Inc.                  $232,369

Reliable Automatic Sprinkler               $175,272

Excel Supply Corp                          $121,311

Quimby Equipment Co Inc.                   $117,948

Davis & Warshow Inc.                        $95,157

Cook Hall & Hyde, Inc.                      $52,948

W Prussak Electrical Contractor             $26,600

American Express Co.                        $25,655

Newburgh Windustrial                        $20,121

Darman Building Supply Corp.                $19,865

United Rentals                              $18,679

Mard Electrical Contracting                 $17,700

RPM Supply                                  $17,424

Michael Mazzeo Electric Corp.               $16,000

Accord Pipe Fabricators Co.                 $14,046

Fire-End & Croker Corp.                     $12,232

Atlantic American Co.                       $11,984

T&L Drill & Equipment Inc                   $11,804

Viking Supply Net-Northeast                 $10,332


TECO ENERGY: Walking Away from Union and Gila River Power Stations
------------------------------------------------------------------
TECO Energy, Inc. (NYSE: TE) announced its decision to exit from
its ownership of the Union and Gila River projects and to cease
further funding of these plants.

TECO Energy, as the equity investor, and the project companies
that own the two large plants have reached an understanding on a
letter of intent with the lending bank group that provided the
non-recourse project financing for these projects that
contemplates negotiation of an agreement for the purchase and sale
or other agreement to transfer ownership of the plants to these
banks. As part of the contemplated transaction, the outstanding
non-recourse project debt (owed by the project companies) would be
satisfied. The decision to end the ownership of the plants and
cease further funding is not, however, dependent on reaching final
agreement with the lenders for a consensual transfer. Even without
such an agreement, the project companies, which are currently
indirect subsidiaries of TECO Energy, could pursue other
disposition alternatives that would ultimately end TECO Energy's
ownership of the plants.

TECO Energy Chairman and CEO Robert Fagan said, "This is the most
significant step in our back-to-basics strategy, refocusing on our
regulated Florida utilities. This decision formalizes our intent
to exit these merchant projects and to make no additional
investment in them.

"Union and Gila River are state-of-the-art combined-cycle plants
providing energy that is cleaner and more efficiently produced
than many of the older plants currently operating in the markets
that they serve. I believe that over the long term these plants
will provide good value to their ultimate owners. Unfortunately,
in the interim, we cannot continue to support these plants," Fagan
added.

Fagan went on to say, "Our decision to invest in these plants was
made more than three years ago based on the outlook for vibrant,
competitive energy markets. Since then, for a variety of reasons,
policy makers have retreated from mandating wholesale competition,
supplies currently exceed demand, and economic growth has been
less robust. In short, the market conditions we anticipated at the
time we made our sizeable investments in merchant power have not
materialized."

                      Letter of Intent:

The steering committee of banks representing the larger bank group
for the Union and Gila River projects has approved a non-binding
letter of intent containing a binding Settlement Agreement, and is
recommending adoption by the bank group. Under the agreement, TECO
Energy and the project companies will work toward a definitive
agreement with the lending banks for a purchase and sale or other
agreement to transfer of the ownership of the projects to the
lending banks in exchange for a release of all obligations under
the project loan agreements. The letter of intent specifies target
dates for a definitive agreement by June 30, 2004 and for closing
by September 30, 2004. The Settlement Agreement provides for the
treatment of the $66 million of letters of credit posted by TECO
Energy under the Construction Undertaking, with $35 million to be
drawn for the benefit of the project companies and the remaining
$31 million of letters of credit to be cancelled and returned to
TECO Energy. Under the letter of intent, all parties have
specified a target completion of due diligence for final
acceptance under the construction and undertaking contracts for
both projects within 45 days; however, TECO Energy and the project
companies will remain responsible to address certain permit issues
at the Gila River project. TECO Energy will make no new investment
in the projects. Since the projects have achieved commercial
operation on all facilities at Union and Gila River, TECO Energy
believes it has met all but limited warranty and final acceptance
responsibilities to the project companies. TECO Energy and various
of its subsidiaries plan to continue to provide services and
continue to provide expertise and operating support to help the
project companies operate the facilities consistent with past
practices at least through the completion of the transfer of
ownership. The lending banks and TECO Energy and its affiliates
have reserved their rights to assert certain claims they may have
against one another until a definitive agreement is reached.

        Expiration of Suspension / Standstill Agreement:

The letter of intent permits the parties to reserve their rights
against each other, including with respect to TECO Energy's
failure to comply with the 3.0 times EBITDA-to-interest ratio
coverage requirement in the TECO Energy Construction Undertakings
for the quarters ending Sept. 30 and Dec. 31, 2003 (a cross
default to the non-recourse credit agreements) that were covered
by the Suspension Agreement, which has expired, and the failure of
the project companies to make interest payments on the non-
recourse project debt and settlement payments under interest rate
swap agreements due Dec. 31, 2003 when the project lenders
declined to fund the debt service reserve.

As a result, the lending bank group could seek to exercise
remedies against the project companies as a result of defaults in
connection with the non-recourse project debt, including
accelerating the non-recourse debt, foreclosing on the project
collateral and suspending further funding. While there can be no
assurance that the banks group will not exercise these rights,
TECO Energy believes that the lending bank group would prefer to
effect a consensual transfer in accordance with the letter of
intent.

                   Accounting Treatment:

Based on TECO Energy's short-term view of these projects and its
efforts to dispose of them, TECO Energy's consolidated financial
results will include, as of Dec. 31, 2003, an asset impairment of
up to $780 million, after tax, for previous investments to reflect
adjustments to the value of the subsidiaries that own the
interests in the two plants. These after-tax impairment charges
include the asset valuation adjustments resulting in the write off
of the full equity investment in the facilities, costs related to
the related accelerated impact of the change in hedge accounting
for interest rate swaps and a related valuation allowance for
certain state tax benefits. The Union and Gila River power
stations will be considered "Held for Sale" and will be included
in discontinued operations for income statement purposes, and the
assets and liabilities will be separately stated as "Held for
Sale" on the balance sheet.

Consistent with the company's statements in October, TECO Energy's
financial reporting will include revised segment disclosures. The
domestic merchant generation operations, which include the Dell,
McAdams, Frontera, Commonwealth Chesapeake and TIE plants will be
reported as the TECO Wholesale Generation (TWG) segment. The
operating plants with long-term power sales agreements and
overseas utility investments, which include Hamakua in Hawaii and
the Guatemalan operations including the San Jose and Alborada
power stations and the ownership interest in the Guatemalan
distribution utility EEGSA, will be reported in the 'Other
Unregulated' segment.

As of Dec. 31, 2003, after giving effect to the impairment
charges, TECO Energy was in compliance with its 65 percent debt-
to-total capital financial covenant at 62 percent. In order to
provide contingent liquidity in the event that the required debt-
to-total capital should not be met, resulting in the company's
existing $350 million bank credit facility being unavailable, TECO
Energy arranged in December a $200 million standby credit facility
secured with the capital stock of TECO Transport Corporation that
would become effective in the event that the debt-to-total capital
ratio exceeded 65 percent. The company does not anticipate
exceeding the 65 percent limit and activating this facility.

Additional information related to the company and its operations
is available at TECO Energy's Web site at
http://www.teconergy.com/

TECO Energy, Inc. is a diversified, energy-related holding company
based in Tampa, Florida. Principal subsidiaries include Tampa
Electric, Peoples Gas System, TECO Power Services, TECO Transport,
TECO Coal and TECO Solutions. For more information, visit
http://www.tecoenergy.com/  

                          *   *   *

As previously reported, Fitch Ratings downgraded the outstanding
ratings of TECO Energy, Inc. and Tampa Electric Company as shown
below. The Rating Outlook for both issuers has been revised to
Negative from Stable.

     TECO Energy, Inc.:

         -- Senior unsecured debt lowered to 'BB+' from 'BBB';
         -- Preferred stock lowered to 'BB' from 'BBB-'.

     TECO Finance (guaranteed by TECO)

         -- Medium term notes lowered to 'BB+' from 'BBB';
         -- Commercial paper withdrawn.

     Tampa Electric Company:

         -- First mortgage bonds lowered to 'A-' from 'A';
         -- Senior unsecured debt lowered to 'BBB+' from 'A-';
         -- Unsecured pollution control revenue bonds
             (Hillsborough County, Florida IDA for Tampa Electric)
             lowered to 'BBB+' from 'A-';
         -- Commercial paper unchanged at 'F2';
         -- Variable rate mode unsecured pollution control
             revenue bonds (Hillsborough County, Florida IDA for
             Tampa Electric) unchanged at 'F2'.

The downgrade of TECO Energy's ratings reflect the higher-than-
expected debt leverage on a cash flow basis (gross debt measured
against earnings before interest taxes depreciation and
amortization), and the negative impact on earnings and cash flow
measures from increased interest expense, weaker projected
earnings and higher-than-anticipated capital expenditures.


TECO ENERGY: Look for Fourth-Quarter and FY 2003 Results Today
--------------------------------------------------------------
TECO Energy, Inc. (NYSE: TE) said late last week that it would
delay the release of its fourth quarter and full year 2003 results
pending resolution of accounting for costs associated with the
discontinued operations related to its decision to exit from its
ownership of the Union and Gila River projects (See separate store
- Ed.).

The accounting treatment of the Union and Gila River power
stations as discontinued operations remains unchanged; however,
the allocation of certain amounts is being reviewed to ensure that
the amounts are properly reflected in continuing and discontinued
operations on the company's financial statements.

Senior Vice President Finance and CFO Gordon Gillette said, "This
review will not affect our total earnings, it is merely a matter
of making sure that the proper amounts are categorized correctly."

TECO Energy now plans to release its results on Monday,
February 9, 2004, and conduct its Webcast on that date.

TECO Energy, Inc. is a diversified, energy-related holding company
based in Tampa, Florida. Principal subsidiaries include Tampa
Electric, Peoples Gas System, TECO Power Services, TECO Transport,
TECO Coal and TECO Solutions. For more information, visit
http://www.tecoenergy.com/  

                          *   *   *

As previously reported, Fitch Ratings downgraded the outstanding
ratings of TECO Energy, Inc. and Tampa Electric Company as shown
below. The Rating Outlook for both issuers has been revised to
Negative from Stable.

     TECO Energy, Inc.:

         -- Senior unsecured debt lowered to 'BB+' from 'BBB';
         -- Preferred stock lowered to 'BB' from 'BBB-'.

     TECO Finance (guaranteed by TECO)

         -- Medium term notes lowered to 'BB+' from 'BBB';
         -- Commercial paper withdrawn.

     Tampa Electric Company:

         -- First mortgage bonds lowered to 'A-' from 'A';
         -- Senior unsecured debt lowered to 'BBB+' from 'A-';
         -- Unsecured pollution control revenue bonds
             (Hillsborough County, Florida IDA for Tampa Electric)
             lowered to 'BBB+' from 'A-';
         -- Commercial paper unchanged at 'F2';
         -- Variable rate mode unsecured pollution control
             revenue bonds (Hillsborough County, Florida IDA for
             Tampa Electric) unchanged at 'F2'.

The downgrade of TECO Energy's ratings reflect the higher-than-
expected debt leverage on a cash flow basis (gross debt measured
against earnings before interest taxes depreciation and
amortization), and the negative impact on earnings and cash flow
measures from increased interest expense, weaker projected
earnings and higher-than-anticipated capital expenditures.


TENFOLD CORP: Completes Asset Purchase Transaction with Redi2
-------------------------------------------------------------
Redi2 Technologies, Inc., a value-added reseller of
EnterpriseTenFold(TM), and TenFold(R) Corporation (OTC Bulletin
Board: TENF) provider of the EnterpriseTenFold platform for
building and implementing enterprise applications, announced the
completion of all remaining activities related to the acquisition
by Redi2 of the Revenue Manager product line and customer base.

"This transaction adds a distribution partner and allows TenFold
to focus on its primary business, which is distributing and
supporting our breakthrough, EnterpriseTenFold technology," said
Samer Diab, TenFold Vice President and executive responsible for
this transaction.

"We have a solid relationship with TenFold," said Fermin Garcia,
Redi2's President and CTO.  "TenFold's revolutionary technology
makes it possible for us to rapidly and cost-effectively develop,
enhance, and support Revenue Manager so we can maintain our focus
on the dynamic business needs of our customers and the investment
management industry."

"We plan to update Revenue Manager to the recent EnterpriseTenFold
release.  We are excited with the latest developments and features
of EnterpriseTenFold; they will certainly help us take Revenue
Manager to the next level and increase our competitive advantage,"
said Seth Johnson, CEO of Redi2.

Previously, TenFold announced that it had entered into an asset
purchase and reseller agreement with Redi2 Technologies.  Under
the terms of the agreement, Redi2 purchased Revenue Manager, a
billing and accounting application for the investment management
industry.  Redi2 Technologies markets Revenue Manager to the
institutional investment management industry and resells
EnterpriseTenFold as the technology platform underlying Revenue
Manager.

Several transition activities needed to occur for the transaction
to be fully completed.  These included approval by Revenue Manager
customers for the assignment of their legal agreements to Redi2,
the transition of various customer relationship and support
activities, and final payments by Redi2. All these activities are
now complete.

Redi2 Technologies aspires to become the premier provider of fee
billing solutions for the global investment management industry.  
Redi2 plans to accomplish this mission by having an unrelenting
drive to achieve superior quality, expending the extra effort to
exceed customer expectations, and leveraging best-of-breed
technologies.  Redi2 Revenue Manager is the only fee billing
product for the investment management industry that is deployed in
production on MSSQL, Oracle and Sybase.  For more information
about Redi2 Technologies, Inc. visit http://www.redi2.com/

TenFold (OTC Bulletin Board: TENF) licenses its patented
technology for applications development, EnterpriseTenFold(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems.  Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, EnterpriseTenFold technology lets
a small, business team design, build, deploy, maintain, and
upgrade new or replacement applications with extraordinary speed
and limited demand on scarce IT resources.  For more information,
visit http://www.10fold.com/    

Tenfold Corporation's September 30, 2003 balance sheet shows total
stockholders' deficit of $11,510,000 compared to a deficit of
$25,225,000 as of December 31, 2002.


TREASURY INT'L: Says Cash Sufficient to Maintain Short-Term Ops.
----------------------------------------------------------------
Treasury International Inc.'s consolidated financial statements
have been prepared in conformity with accounting principles
generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The
Company incurred operating losses of approximately $560,935 and
used $366,989 of cash from operations during the period, and has
negative working capital of $80,774 as of October 31, 2003. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

The Company raised $370,500 in cash from the sale of stock during
the period and satisfied other obligations with stock. Current
sales have a very high margin rate and contracts are continuing to
expand in the 4th quarter. Management presently believes that
funds raised from stock offerings and sales from operations will
be adequate to fund operations for the next 12 months, although no
assurance can be given regarding these matters.

Treasury International, Inc. is a company whose objective is to
create shareholder value by acquiring and/or developing
operations, activities and proprietary assets that generate
sustainable revenues and which yield long-term growth potential.
The Company's operations are located primarily in North America.

Treasury International's chief source of financing activities
continues to be the issuance and sale of common shares which,
including non-cash financing activities amounted to $391,713
compared to $1,259,756 an decrease of $868,043.

The Company believes, based on its currently proposed plans and
assumptions relating to its existing assets, that its projected
cash flows from operations, combined with borrowings and/or the
sale of common stock or assets, and the accounts receivable
within-inner company subsidiaries will be sufficient to meet its
operating and financing requirements through the next reporting
period.

However, depending on the actual results of operations, the
Company may seek to raise additional debt or equity capital
through public or private financings, or seek project-specific
financings.

There can be no assurances that the Company will be successful in
raising the required capital in a timely basis and/or under
acceptable terms and conditions, and the Company's inability to do
so may impair its ability to implement its business plan.


TRITON CDO: S&P Hatchets Class B Rating to Junk Level
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B notes issued by Triton CDO IV Ltd., a high-yield arbitrage CBO
transaction originated in December 1999 and managed by Triton
Partners LLC. In addition, the rating on the class A notes was
affirmed, and both ratings were removed from CreditWatch with
negative implications, where they were placed Jan. 27, 2004.

The lowered rating on the class B notes is driven by several
factors. However, the main factor includes a significant outflow
of cash due to the interest rate hedge instruments. These hedge
instruments may reduce the interest cash generated from the
collateral pool, which is available to support the rated notes. In
addition, Standard & Poor's noted some continuing par erosion of
the collateral pool, as well as a negative migration in the
overall credit quality of the assets within the collateral pool.

The affirmed rating on the class A notes reflects the level of
overcollateralization available to support the notes.

Approximately $4.5 million in new asset defaults have occurred
since the rating on the class B notes was lowered July 30, 2003,
(based on the June 16, 2003, trustee report). According to the
most recent monthly report (Dec. 15, 2003), the class A/B
overcollateralization ratio is at 105.3%, versus its minimum
required ratio of 121.0%. However, following the redemption of
$26.982 million to the class A notes on the Dec. 23, 2003, payment
date (mandated by the failure of the transaction's class A/B
overcollateralization ratio), the class A/B ratio increased to
106.71%.

Standard & Poor's has reviewed the results of current cash flow
runs generated for Triton CDO IV Ltd. to determine the level of
future defaults the rated notes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.
Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned reflect the credit
enhancement available to support its rated notes.
   
        RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                      Triton CDO IV Ltd.
                            Rating
                   Class   To          From
                   B       CCC+        B/Watch Neg
   
        RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                      Triton CDO IV Ltd.
                            Rating
                   Class   To          From
                   A       A           A/Watch Neg
   
        TRANSACTION INFORMATION
        Issuer:              Triton CDO IV Ltd.
        Co-issuer:           Triton CDO IV Funding Corp.
        Current manager:     Triton Partners LLC
        Underwriter:         Prudential Securities Inc.
        Trustee:             JPMorganChase Bank
        Transaction type:    Cash flow arbitrage high-yield CBO
   
        TRANCHE               INITIAL    LAST         CURRENT
        INFORMATION           REPORT     ACTION       ACTION*
        Date (MM/YYYY)        2/2000     7/2003       2/2004
        Class A Note rtg.     AAA        A            A
        Class A Note bal.     $169.00mm  $101.872mm   $74.889mm
        Class B Note rtg.     AA-        B            CCC+
        Class B Note bal.     $26.750mm  $26.750mm    $26.750mm
        Class A/B OC Ratio    126.8%     105.6%       106.71%
        Class A OC Ratio min. 121.0%     121.0%       121.0%
   
        PORTFOLIO BENCHMARKS                       CURRENT
        S&P Wtd. Avg. Rtg.(excl. defaulted)        B
        S&P Default Measure(excl. defaulted)       4.58%
        S&P Variability Measure (excl. defaulted)  2.57%
        S&P Correlation Measure (excl. defaulted)  1.19
        Wtd. Avg. Coupon (excl. defaulted)         10.23%
        Wtd. Avg. Spread (excl. defaulted)         3.55%
        Oblig. Rtd. 'BBB-' and Above               5.98%
        Oblig. Rtd. 'BB-' and Above                28.75%
        Oblig. Rtd. 'B-' and Above                 76.30%
        Oblig. Rtd. in 'CCC' Range                 12.20%
        Oblig. Rtd. 'CC', 'SD' or 'D'              11.50%
        Obligors on Watch Neg (excl. defaulted)    0.97%
    
        S&P RATED OC    LAST                   CURRENT
        (ROC)           RATING ACTION*         RATING ACTION*
        Class A Notes   98.43% (A/Watch Neg)   98.43% (A)
        Class B Notes   96.57% (B/Watch Neg)   98.53% (CCC+)
    
           * Following $26.982 million mandatory redemption
             on the Dec. 23, 2003 pay date.


UNUMPROVIDENT: AM Best Assigns Neg. Outlook to Low-B Debt Ratings
-----------------------------------------------------------------
A.M. Best Co., has assigned a negative outlook to the financial
strength ratings of A- (Excellent) of UnumProvident Corp.'s
(Chattanooga, TN) (NYSE: UNM) insurance subsidiaries.
Concurrently, A.M. Best has assigned a negative outlook to the
organization's debt ratings.

The rating action reflects A.M. Best's concerns regarding the
recently announced $440 million pre-tax ($286 million after-tax)
reserve strengthening. This latest round of reserve strengthening
was unanticipated by A.M. Best. This charge is in addition to the
$454 million pre-tax charge ($295 million after-tax) taken in
March 2003. While all disability writers are being challenged in
the current environment, UnumProvident seems to be having greater
problems with claim incidence and recoveries. This lends some
additional concern to A.M. Best, given UnumProvident's
concentrated focus in income protection products and the
continuing weakness in its core group long-term disability
segment.

Taking into consideration the continued weakness of the U.S.
economy and low interest rate environment, A.M. Best believes
UnumProvident will continue to report disappointing results across
its income protection product portfolio in the near term.

The financial strength ratings of the following subsidiaries of
UnumProvident Corp., have been assigned a negative outlook:

     -- Unum Life Insurance Company of America
     -- Provident Life and Accident Insurance Company
     -- Paul Revere Life Insurance Company
     -- Colonial Life & Accident Insurance Company
     -- First Unum Life Insurance Company
     -- Provident Life and Casualty Insurance Company
     -- Paul Revere Variable Annuity Insurance Company

The following debt ratings have been assigned a negative outlook:

               UnumProvident Corporation--

               -- "bbb-" senior debt
               -- "bb+" subordinated debt
               -- "bb+" trust preferred
               -- "bb" preferred stock


US AIRWAYS: Inks Pact Reducing & Withdrawing Allegheny Claims
-------------------------------------------------------------
On March 30, 2003, the US Airways Group Debtors gave notice of
their intention to reject 18 agreements with the Allegheny County
Airport Authority and the County of Allegheny.  The Rejected
Agreements include an Airline Operating Agreement and Terminal
Building Lease, dated June 9, 1988.

The Airport Authority and the County filed Claim Nos. 2018, 2019,
3403, 4513, 5484, 5485, 5486, 5490, 5491 and 5492 with respect to
the Rejected Agreements and other transactions with the Debtors.  
The Reorganized Debtors dispute the Claims.

In settlement of the Claims, the parties agree that the Airport
Authority and the County are granted a general unsecured class
USAI-7 claim for $211,000,000.  Claim No. 5486, is reduced and
allowed as a general unsecured class USAI-7 claim for
distribution purposes under the Plan.  Amounts in excess of
$211,000,000 are disallowed.  Claim Nos. 2018, 2019, 3403, 4513,
5484, 5485, 5490, 5491, 5492, 5766, 5767, 5768 and any amendments
are withdrawn with prejudice. (US Airways Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VENTAS INC: Completes ElderTrust Acquisition for $184 Million
-------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) and ElderTrust (NYSE: ETT) said that
Ventas has completed the previously announced acquisition of
ElderTrust in an all cash transaction valued at $184 million.
Completion of the transaction followed the favorable vote of
ElderTrust's shareholders on February 3, 2004.

The acquisition adds 18 new properties and more than 1,650 beds to
Ventas's portfolio of senior living and healthcare facilities. The
new properties include nine assisted living facilities, one
independent living facility, five skilled nursing facilities, two
medical office buildings and one financial office building. These
properties are located in Pennsylvania, Massachusetts and New
Jersey. The long-term tenants of nine of the acquired facilities
are subsidiaries of Genesis HealthCare Corporation (Nasdaq: GHCI).

"With the completion of this acquisition, we have made an
important step forward in our diversification strategy," Ventas
Chairman, President and CEO Debra A. Cafaro said. "We are
especially delighted to add assisted living and independent living
assets to our portfolio and to commence an important new
relationship with Genesis HealthCare. This transaction meets our
stated goals of accretive acquisitions of high quality assets in
preferred states that generate sustainable cash flow and are
operated by providers with excellent reputations."

Ventas said it funded the $101 million equity portion of the
purchase price from: proceeds Ventas received in December 2003
from the sale of 10 facilities to its primary tenant Kindred
Healthcare, Inc. (Nasdaq: KIND), unrestricted cash on hand at
ElderTrust at the time of the acquisition and a draw on the
Company's revolving credit facility. At the close of the
transaction, ElderTrust had approximately $33.5 million in
unrestricted and restricted cash on hand.

"We were pleased to receive the favorable vote of our shareholders
to proceed with this transaction. We have truly enjoyed our
relationship with our tenants, including Genesis HealthCare, and
we are certain they will have a strong relationship with Ventas.
This transaction strengthens the Ventas portfolio while providing
our shareholders with value and liquidity. It has been a pleasure
working with Ventas and we wish Ventas continued success in the
future," stated Michael R. Walker, Executive Chairman of
ElderTrust.

Ventas, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $24 million -- is a
healthcare real estate investment trust that owns 42 hospitals,
194 nursing facilities and nine other healthcare and senior
housing facilities in 37 states. The Company also has investments
in 25 additional healthcare and senior housing facilities. More
information about Ventas can be found on its Web site at
http://www.ventasreit.com/


WEIRTON: Judge Friend Okays Global Settlement Pact with US Steel
----------------------------------------------------------------
Weirton Steel Corporation sought and obtained the Court's approval
for a global settlement agreement and a postpetition commercial
arrangement between the Debtor and U.S. Steel Corporation, which
will guarantee the Debtor a supply of the two major ingredients
in its blast furnace operations -- screened metallurgical blast
furnace coke and iron oxide pellets -- through December 2005.  The
settlement also resolves various pending disputes between the
Debtor and U.S. Steel presently before the Court.

         The Debtor's Current Coke and Pellet Agreements

The Debtor is a party to a Coke Sale Agreement with U.S. Steel,
dated December 6, 1996, and recently amended as of January 31,
2003.  The current U.S. Steel Coke Supply Agreement provides,
inter alia, for U.S. Steel to supply the Debtor:

   * 750,000 natural net tons of coke for 2003, plus or minus 5%
     pro rata per calendar quarter, at a fixed price per net ton
     FOB loaded rail car, Clairton Works.  This amount of
     guaranteed Coke supply from U.S. Steel for 2003 represents
     65% of the Debtor's Coke requirements, assuming a 2003 Coke
     requirement by the Debtor of 1,150,000 tons; and

   * 850,000 natural net tons of Coke for 2004, plus or minus 10%
     pro rata per calendar quarter, at a price based on market
     price, which is to be determined during October 2003.  The
     2004 quantity of guaranteed Coke supply from U.S. Steel
     represents 71% of the Debtor's projected Coke requirements
     for 2004 assuming an annual Coke requirement by the Debtor
     of 1,200,000 tons.

                     Disputes with U.S. Steel

A. The U.S. Steel Claim

   The U.S. Steel Coke Supply Agreement provides for credit terms
   for 30 days net.  As of the Petition Date, U.S. Steel asserted
   a claim for $13,020,687 against the Debtor for Coke supplied
   but not paid.

B. The Demand Letter

   On May 20, 2003, U.S. Steel based on its belief of its rights
   under the Uniform Commercial Code, sent the Debtor a Demand
   Letter, advising the Debtor of U.S. Steel's intention to
   suspend shipments under the Coke Supply Agreement unless the
   Debtor immediately provided U.S. Steel a wire transfer payment
   for $1,842,750, representing payment in advance for
   approximately seven days of Coke shipments.  The Demand Letter
   further provided for continuing wire transfer payments in
   advance by the Debtor on a weekly basis, on the first work day
   of the week, representing cash in advance for estimated Coke
   shipments in each week.  Thus, since the Petition Date, the
   Debtor issued wire transfer payments to U.S. Steel in advance
   of Coke shipments.

C. Motion to Compel Payment

   On June 2, 2003, U.S. Steel asked the Court to compel the
   Debtor to immediately pay $1,059,710 for Coke allegedly
   supplied to the Debtor within 10 days of the Petition Date.
   Subsequently, the Debtor objected to U.S. Steel's request and
   asserted that all of the Coke subject to the Reclamation
   Demand had been consumed by the Debtor prior to its receipt of
   the Reclamation Demand, and to the extent that the Court could
   not conclude that the Coke had been consumed, asked the Court
   to defer any ruling on U.S. Steel's request until reclamation
   procedures had been established.

C. Motion to Compel Assumption or Rejection

   On June 3, 2003, U.S. Steel asked the Court to establish
   July 19, 2003 as the date by which the Debtor must determine
   whether to assume or reject the U.S. Steel Coke Supply
   Agreement.  The Debtor objected and asserted that it was
   premature to require its bankruptcy estate to assume or reject
   the Coke Supply Agreement before the Debtor had fully
   developed a plan to emerge from Chapter 11 protection.

D. Request for Adequate Assurance

   The Debtor also submitted a Request for Determination of
   Adequate Assurance, asserting that the Court should enforce
   the terms of the Coke Supply Agreement and compel U.S. Steel
   to provide 30-day payment terms to the Debtor, provided that
   the Debtor established adequate assurance for U.S. Steel's
   benefit in the form of minimum liquidity requirements and a
   maximum credit cap.

                    Settlement with U.S. Steel

As a result of extensive negotiations, the parties reached a
commercial agreement for the supply of Coke and Pellets by U.S.
Steel.  The salient terms of the Settlement Agreement with U.S.
Steel are:

   (a) U.S. Steel will supply the Debtor 850,000 natural tons of
       Coke for calendar year 2004, plus or minus 10% by mutual
       agreement, at a price agreed upon by the Debtor and U.S.
       Steel per net ton FOB loaded rail car, Clairton Works.
       U.S. Steel will supply the Debtor 850,000 natural net tons
       of Coke for calendar year 2005, plus or minus 10% by
       mutual agreement, at the then current market price;

   (b) U.S. Steel will supply the Debtor approximately 1,000,000
       tons of Pellets for year 2004 and 2005, at 64.04% typical
       Fe content, net ton FOB lower lakes port.  The price of
       Pellets to be shipped in 2004 is based on certain year
       2003 shipment prices of U.S. Steel adjusted by the
       percentage change in the world price, adjustment capped
       at +/- 7%, and the price of Pellets to be shipped in 2005
       is the year 2004 shipment price adjusted by the percentage
       change in the world price adjustment capped at +/- 7%.
       All Pellets will be delivered on a consignment basis,
       and the Debtor will schedule the release of Pellets on a
       basis consistent with the usage of approximately 1,000,000
       tons per year and be invoiced by U.S. Steel at the time of
       release;

   (c) The Debtor will pay $12,875,444 to U.S. Steel as
       consideration for amending the Coke Supply Agreement in
       seven weekly installments of $1,750,000 per week and a
       final weekly installment of $625,444, with each weekly
       installment to be paid via wire transfer in equal payments
       on Tuesday and Friday of each week.  If the Debtor assumes
       the Coke Supply Agreement, the total cure amount will be
       limited to the Amendment Consideration and U.S. Steel will
       retain an unsecured claim for any difference between its
       current prepetition claim and the Amendment Consideration;

   (d) U.S. Steel will extend payment terms of 30 days on the
       supply of Coke and Pellets, subject to a credit limit
       equal to the Amendment Consideration paid.  The Debtor
       will pay invoices, via weekly wire transfer, to keep the
       balance owing U.S. Steel from exceeding the Amendment
       Consideration paid;

   (e) U.S. Steel will release the Debtor from its reclamation
       claims, and withdraw its Reclamation Motion and Motion to
       Compel.  The Debtor will withdraw its Adequate Assurance
       Request and release all avoidance action claims against
       U.S. Steel;

   (f) The Debtor's right to assign the Amended Coke Supply
       Agreement is conditioned on U.S. Steel's receipt of the
       total Amendment Consideration, and U.S. Steel's right to
       adjust the Coke and Pellet pricing thereunder to "market
       price" as of the effective date of the assignment; the
       adjustment to be determined in the manner provided in the
       Amended Coke Supply Agreement between the parties; and

   (g) The Debtor may, on 30 days' written notice, terminate the
       Amended Coke Supply Agreement in the event it emerges from
       bankruptcy and does not continue its blast furnace
       operations.

There currently exists a shortage of between 2,000,000 to
3,000,000 tons of Coke available to domestic steel producers when
compared to domestic consumption of Coke by integrated producers
of steel, due to the shutdown of several domestic and foreign
Coke batteries in the U.S. and China.  The Amended Supply
Agreement with U.S. Steel will provide the Debtor a reliable and
significant source of Coke in a tight market. (Weirton Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


WESTERN WIRELESS: Artisan Entities Declare 6.6% Equity Stake
------------------------------------------------------------
Artisan Partners Limited Partnership, Artisan Investment
Corporation, the general partner of Artisan Partners, Andrew A.
Ziegler and Carlene Murphy Ziegler beneficially own 5,607,600
shares of the common stock of Western Wireless Corporation.  The
amount represents 6.6% of the outstanding common stock of Western
Wireless based on 84,623,846 shares outstanding as of
November 3, 2003.  The parties share voting and dispositive powers
over the total stock held.
         
Western Wireless, a cellular phone service provider, has more than
1 million subscribers, primarily in rural areas, in 19 western US
states. Service is offered under the Cellular One brand.
Subsidiary Western Wireless International operates wireless
networks that serve more than 1.3 million customers in 10
countries.

Western Wireless' Sept. 30, 2003, balance sheet reports a total
net capital deficit of $475,334,000.                


WORLD AIRWAYS: Dec. 31 Net Capital Deficit Narrows to $6.7 Mill.
----------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) announced financial results for
the quarter and year ended December 31, 2003.

                       FINANCIAL RESULTS

                      Fourth Quarter 2003

Revenues for the quarter ended December 31, 2003, increased 22.1%
to $122.3 million from $100.1 million in the fourth quarter of
2002.  The Company reported significant growth in both military
passenger revenue associated with the U.S. Air Force's Air
Mobility Command and commercial passenger full service flying,
which more than offset a reduction in commercial cargo full
service flying.  Total block hours increased 5.1%, to 11,141 in
the fourth quarter of 2003 compared to 10,604 in the same period
of last year.

Operating income for the 2003 fourth quarter was $7.1 million, an
improvement of $12.1 million over an operating loss of $5.0
million for the prior year's quarter.  The Company's earnings
before income tax for the fourth quarter of 2003 were $1.0 million
versus a loss of $6.8 million for the comparable period of last
year.  The Company utilized all of its unrestricted federal net
operating loss carry-forwards in 2003.

Net earnings for the 2003 fourth quarter were $0.9 million, or
$0.08 per basic share and $0.06 per diluted share, compared to a
net loss of $6.8 million, or $0.61 per basic and diluted share,
for the same quarter of 2002. Per share results were computed on
the basis of 11.4 million and 14.8 million weighted average shares
outstanding for the fourth quarter of 2003, and 11.1 million
weighted average shares for the same quarter of 2002,
respectively.

Net earnings for the 2003 fourth quarter included, as previously
reported, a $3.0 million non-cash charge for debt extinguishment
related to the restructuring of the Company's convertible senior
subordinated debentures. The charge is the difference between the
fair market value of the new debentures and the carrying amount of
the old debentures extinguished.  In addition, the fourth quarter
of 2003 included $1.3 million of fees paid to Wells Fargo
Foothill, Inc. for the early termination of this credit facility.

Operating expenses were $115.2 million for the fourth quarter of
2003 compared to $105.1 million in the fourth quarter of 2002.  
The most significant changes were increases of $8.0 million for
flight operations, $3.7 million for fuel, and $1.5 million for
sales, general and administrative expenses, with a decrease of
$2.3 million for maintenance expenses.  Operating expenses for
2002 included $2.0 million related to the return of grant proceeds
received under the Air Transportation Safety and System  
Stabilization Act.

The increase in flight operations expense was largely due to
increased travel costs for both pilots and flight attendants,
higher pilot and flight attendant wages, as well as simulator and
flight attendant training, and higher catering, passenger handling
and communication costs.  The majority of these higher flight
expenses were directly attributable to the increased military and
full-service flying in the fourth quarter of 2003.

The increase in fuel costs reflects additional consumption
associated with the increase in full-service flying.  In the
fourth quarter of 2003, the Company's customers paid for
approximately 96% of the fuel purchased, which limits the
Company's exposure to increased fuel costs.

The increase in sales, general and administrative expenses is
primarily due to bad debt expense associated with air services
provided to Ritetime Aviation and Travel Services.

The lower maintenance expenses were primarily due to a decrease in
MD-11 engine overhauls, partially offset by higher maintenance
reserve payments to aircraft lessors based on aircraft usage.  The
increase in maintenance reserve payments was directly related to
the increase in flying in the fourth quarter of 2003.

The increase in other expense was due to the $3.0 million non-cash
charge for debt extinguishment related to the restructuring of the
Company's convertible senior subordinated debentures and $1.3
million of fees paid to Wells Fargo Foothill, Inc. for the early
termination of this credit facility, as noted above.

               Year Ended December 31, 2003

Revenues for 2003 were $474.9 million compared to $384.5 million
for the same period of 2002, a 24% increase.  Operating income was
$28.4 million for 2003 versus $7.1 million for the previous year.  
The Company's earnings before income tax for 2003 were $19.1
million versus $2.0 million for the same period of 2002.  The
Company's estimated annual effective tax rate for 2003 is
approximately 19.8%.  This effective rate differs from statutory
rates due primarily to utilization of net operating loss carry-
forwards.

Net earnings for 2003 were $15.3 million, or $1.37 per basic share
and $0.98 per diluted share, versus net earnings of $2.0 million,
or $0.18 per basic and diluted share, for 2002.  Per share results
were computed on the basis of 11.2 and 17.8 million weighted
average shares outstanding for 2003, and 11.1 million weighted
average shares for 2002.

The Company reported that it ended 2003 with cash and cash
equivalents of $53.8 million, of which $23.3 million is
restricted, due to $18.8 million required to pay the convertible
debentures called on December 30, 2003 (which was paid in January
2004), $3.4 million for letters of credit that had to be
collaterized and $1.1 million related to unearned revenue.  The
Company's 2003 ending unrestricted cash balance was $30.5 million
compared to $20.8 million at December 31 2002.

The Company's December 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $6.7 million, down from a
deficit of about $29 million a year ago.

              MANAGEMENT OVERVIEW OF OPERATIONS

Hollis Harris, chairman and CEO, noted, "We made outstanding
progress in 2003 and built a strong foundation for our growth
plans in 2004.  I'm proud to say that we met or exceeded all our
priorities for the year."

Harris cited the following accomplishments for 2003:

    * Achieved profitability for the second consecutive year.

    * Further diversified revenue mix, adding new passenger
      customers and building cargo business.

    * Increased revenue block hours by 16%.

    * Increased revenue per block hour by 6.6%, with operating
      expense per block hour rising only 2.1%.

    * Initiated steps to reduce aircraft costs through lower lease
      expense.

    * Restructured senior subordinated debt due in 2004 to meet
      the Air Transportation Stabilization Board (ATSB)
      requirements for a federal loan guarantee.  Excluding the
      $18.0 million of convertible debentures called on
      December 30, 2003, the Company now has $25.5 million in
      bonds that come due in 2009 and $30 million in ATSB
      guaranteed debt with a final maturity in 2008.

    * Finalized a new contract with our flight attendants.

Harris added, "Last month, we reached a tentative agreement with
our pilots that would extend that contract for three years, from
January 1, 2004. During the course of 2004, we will continue to
expand our passenger and cargo roster, maintain rigorous cost
controls, and seek profitability for the third successive year.  
We also will continue exploring opportunities to reduce our
aircraft lease costs over the next several years.  Additionally,
we hope to incorporate technological advances into our fleet, and
our recent announcement of the installation of Sky Connect
satellite telephone and data communications systems on our fleet
of MD-11 aircraft is an example."

                          GUIDANCE

The Company is forecasting $110 to $120 million in revenue for the
first quarter of 2004, with military revenue of $90 to $100
million, and operating income in the range of $7.5 to $8.5
million.

Utilizing a well-maintained fleet of international range, wide-
body aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.  
For more information, visit the Company's Web site at
http://www.worldairways.com/


WORLD AIRWAYS: Zazove Associates Discloses 35.6% Equity Stake
-------------------------------------------------------------
Investment advisor Zazove Associates LLC beneficially own
6,293,452 shares of the common stock of World Airways, Inc., which
includes (i) 5,994,375 shares issuable upon conversion of
$19,182,000 principal amount of 8% Convertible Senior Subordinated
Debentures due 2009 and (ii) 284,383 shares issuable upon
conversion of $2,531,000 principal amount of 8% Convertible Senior
Subordinated Debentures due 2004.

The amount of stock held represents 35.60% of the outstanding
common stock of World Airways, calculated based on 17,676,756
shares of common stock outstanding, which number is calculated by
adding (i) 11,397,998 (the number of shares of common stock
outstanding as of October 31, 2003, as reported by the Company and
(ii) 6,278,758 (the number of shares of common stock deemed held
under Rule 240.13d-3(d)(1) as a result of the beneficial ownership
of the 2009 Convertible Debentures and the 2004 Convertible
Debentures).

Each of the shareholders noted above hold sole power to vote, or
to direct the vote of the 6,293,452 shares, and sole power to
dispose, or to direct the disposition of the 6,293,452
shares held.

Utilizing a well-maintained fleet of international range, widebody
aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.
For more information, visit the Company's Web site at
http://www.worldairways.com/  

At September 30, 2003, the company's balance sheet is upside down
by $13.7 million.


WORLDCOM INC: Taps Wilson Elser's Services as Special Counsel
-------------------------------------------------------------
The Worldcom Inc. Debtors sought and obtained the Court's
authority to employ Wilson, Elser, Moskowitz, Edelman & Dicker LLP
as special counsel, nunc pro tunc to September 26, 2003.

Wilson Elser will:

   (a) represent the Debtors in the Department of Justice's
       investigation;

   (b) represent the Debtors in related matters that focus on
       certain of the Debtors' alleged practices concerning the
       routing of telephone calls;

   (c) provide ethics advice and services to WorldCom and its
       Ethics Department;

   (d) provide legal advice and representation regarding
       employment matters; and

   (e) provide lobbying and legislative counsel and advice.

According to David T. Smorodin, WorldCom's Chief Litigation
Counsel, the Debtors selected Wilson Elser as special counsel
because of the firm's considerable experience in representing
clients in the course of federal and state litigation matters in
a variety of substantive areas, including fraud, professional
liability, state and federal environmental violations and
regulatory compliance, RICO, and civil and criminal forfeiture.  
Wilson Elser also has considerable experience in lobbying and
legislative matters.

Wilson Elser has the necessary background to deal effectively
with all of the potential legal issues arising from and
associated with a regulatory investigation, ethics matters, and
lobbying and legislative work.  The Debtors believe that Wilson
Elser is both well qualified and able to represent them.

Wilson Elser will be compensated based on the hourly rates of the
professionals assigned to perform services for, or on behalf of
the Debtors:

                Partners               $350 - 375
                Associates              225 - 250
                Paralegals              110

For legislative and lobbying advice and counsel, the firm's
compensation will be $10,000 per month.  These rates are subject
to periodic adjustment for normal rate increases and promotions.  
Wilson Elser will also be reimbursed for all expenses incurred.

Laura N. Steel, a partner at Wilson Elser, attests that the firm
does not hold or represent an interest adverse to the Debtors'
estates.  Wilson Elser is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code. (Worldcom Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


ZENITH NAT'L: AM Best Affirms Unit's bb Subordinated Debt Rating
----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of A-
(Excellent) of Zenith National Insurance Group (Zenith) (Woodland
Hills, CA).

The rating applies to three intercompany pool members and is based
on the consolidated operating performance and financial condition
of the three insurers. Additionally, A.M. Best has affirmed the
"bbb-" senior debt rating on existing convertible notes issued by
Zenith National Insurance Corp. (NYSE:ZNT) (Delaware), and the
"bb" subordinated debt rating on existing capital securities
issued by Zenith National Insurance Capital Trust I, a subsidiary
of Zenith National.

The outlook for all ratings is stable.

The rating reflects Zenith's disciplined approach to pricing and
underwriting, which has consistently produced an accident year
loss ratio advantage for the group in its primary line, workers'
compensation. The group also benefits from the financial strength
and flexibility of Zenith National, with $2.0 billion in total
assets and $361 million in shareholders' equity at September 30,
2003.

Partially offsetting these positive rating factors is Zenith's
poor operating results from 1999-2001 due to increased losses in
its assumed reinsurance business and lower-than-historical
workers' compensation earnings, reflective of the adverse industry
pricing environment. Given the firming market conditions in recent
years, operating results are expected to improve at least through
2004. As premium grows, A.M. Best looks for management to continue
its ongoing commitment to appropriately capitalize the insurance
subsidiaries commensurate with the financial strength rating.

The following debt ratings have been affirmed:

Zenith National Insurance Corporation--

     -- "bbb-" on the $125.0 million 5.75% convertible senior
          notes, due 2023

Zenith National Insurance Capital Trust I--

     -- "bb" on the $75.0 million 8.55% capital securities,
          due 2028

The financial strength rating of A- (Excellent) has been affirmed
for the following intercompany pool members of Zenith National
Insurance Group:

          -- Zenith Insurance Company
          -- Zenith Star Insurance Company
          -- ZNAT Insurance Company


* Jonathan Yellin Joins Charles River Assoc. as VP/General Counsel
------------------------------------------------------------------
Charles River Associates Incorporated (NASDAQ: CRAI), an
internationally known leader in providing economic, financial, and
management consulting services, announced that Jonathan D. Yellin
has joined the firm as Vice President and General Counsel.

Mr. Yellin, most recently a senior partner in the Insolvency and
Restructuring Practice at Riemer & Braunstein LLP, has focused on
complex in- and out-of-court restructurings and sales and
acquisitions for numerous clients from a variety of industries. In
2002, Mr. Yellin represented CRA in its successful bid to acquire
the North American, UK, and Mexican Chemicals and Energy
consulting practices of the then Arthur D. Little Corporation. Mr.
Yellin also has significant going-concern operational experience
as a Court-appointed trustee to oversee the restructuring and
successful reorganization/sale of several companies.

Mr. Yellin is the past Chairman of the Bankruptcy Practice Group
of the Business Council for the Massachusetts Bar Association, a
member of the Board of Directors of the Turnaround Management
Association of New England, as well as a member of other
nationally recognized associations.

In announcing Mr. Yellin's appointment, James C. Burrows, CRA's
president and CEO, said, "Jonathan Yellin's experience with
contract negotiations, asset purchase agreements, and complex
acquisition issues, combined with his hands-on business
experience, will be of tremendous benefit to CRA. Our growth
strategy is to continue to capitalize on growth opportunities
within our existing and prospective practice areas and geographic
locations. Jonathan will play an important role in that effort."

Founded in 1965, Charles River Associates is an economics,
finance, and business consulting firm that works with businesses,
law firms, accounting firms, and governments in providing a wide
range of services. CRA combines economic and financial analysis
with expertise in litigation and regulation support, business
strategy and planning, market and demand forecasting, policy
analysis, and engineering and technology management. The firm is
distinguished by a corporate philosophy of providing responsive,
top-quality consulting; an interdisciplinary team approach;
unsurpassed economic, financial, and other analytic skills; and
pragmatic business insights. In addition to its corporate
headquarters in Boston and international offices in Brussels,
Dubai, London, Melbourne, Mexico City, Toronto, and Wellington,
CRA also has U.S. offices in College Station, Houston, Los
Angeles, Oakland, Palo Alto, Philadelphia, Salt Lake City, and
Washington, D.C. More information about the Company can be found
on its Web site at http://www.crai.com/


* Sheppard Mullin Brings-In Edward C. Duckers as Partner in SF
--------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP announced that Edward C.
Duckers has joined the firm as partner in the Antitrust and Trade
Regulation Practice Group in San Francisco.

Duckers' practice encompasses the full range of civil antitrust
and commercial litigation. He has extensive jury and bench trial
experience, as well as experience in handling complex, multi-
defendant matters and class actions. His practice also includes
representing clients in merger and other investigations before the
Federal Trade Commission and United States Department of Justice.

Duckers, 46, stated, "I had many firms to choose from when re-
locating to the west coast, and Sheppard Mullin was a standout."
He added, "The firm's cutting edge international cartel work,
complex antitrust cases, and presence in Washington, D.C. combined
to make the decision an easy one."

"We are extremely pleased that Ed Duckers is joining us," said
Gary L. Halling, head of the firm's Antitrust and Trade Regulation
Practice. "His national antitrust practice is a great fit for our
Practice Group both here in San Francisco and nationwide. Ed is
the latest in a series of lateral antitrust partners who have
joined us in the last few years in Washington, D.C. and
California. Our antitrust and trade regulation practice is growing
dramatically in size and depth of expertise," he noted.

Duckers received his J.D. from Georgetown University in 1985,
where he was an editor of the Georgetown Law Journal and winner of
the Beaudry Cup Moot Court competition. He received a B.S. in
accounting from the University of Kansas in 1981. From 1981 to
1985, Duckers was a Legislative Assistant to U.S. Senator Robert
J. Dole.

Duckers is a member of the District of Columbia Bar and has
practiced before trial or appellate courts in the following
states: California, New York, Massachusetts, Connecticut, New
Jersey, Delaware, Pennsylvania, Maryland, D.C., Virginia, South
Carolina, Florida, Wisconsin, Ohio, Louisiana, Texas, Colorado,
Kansas, and Arizona.

Sheppard Mullin has more than 400 attorneys among its eight
offices in Los Angeles, San Francisco, Orange County, San Diego,
Santa Barbara, West Los Angeles, Del Mar Heights, and Washington,
D.C. The full-service firm provides counsel in Antitrust and Trade
Regulation; Business Litigation; Construction, Environmental, Real
Estate and Land Use Litigation; Corporate; Entertainment and
Media; Finance and Bankruptcy; Financial Institutions; Government
Contracts and Regulated Industries; Healthcare; Intellectual
Property; International; Labor and Employment; Real Estate, Land
Use, Natural Resources and Environment; Tax, Employee Benefits,
Trusts and Estates; and White Collar and Civil Fraud Defense. The
Firm celebrated its 75th anniversary in 2002.


* BOND PRICING: For the week of February 9 - 13, 2004
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American & Foreign Power               5.000%  03/01/30    69
Atlas Air Inc.                        10.750%  08/01/05    42
Best Buy                               0.684%  06/27/21    74
Burlington Northern                    3.200%  01/01/45    57
Coastal Corp.                          6.950%  06/01/28    75
Comcast Corp.                          2.000%  10/15/29    36
Cox Communications Inc.                2.000%  11/15/29    32
Cummins Engine                         5.650%  03/01/98    74
Delta Air Lines                        8.300%  12/15/29    63
Delta Air Lines                        9.250%  03/15/22    66
Delta Air Lines                        9.750%  05/15/21    69
Elwood Energy                          8.159%  07/05/26    69
Federal-Mogul                          7.500%  01/15/09    26
Fibermark Inc.                        10.750%  04/15/11    68
Finova Group                           7.500%  11/15/09    65
Gulf Mobile Ohio                       5.000%  12/01/56    71
Inland Fiber                           9.625%  11/15/07    56
International Wire Group              11.750%  06/01/05    74
Land O'Lakes Capital                   7.450%  03/15/28    57
Level 3 Communications                 6.000%  09/15/09    72
Level 3 Communications                 6.000%  03/15/10    70
Levi Strauss                           7.000%  11/01/06    66
Levi Strauss                          11.625%  01/15/08    66
Levi Strauss                          12.250%  12/15/12    66
Liberty Media                          3.750%  02/15/30    68
Liberty Media                          4.000%  11/15/29    72
Mirant Corp.                           2.500%  06/15/21    66
Mirant Corp.                           5.750%  07/15/07    68
Northern Pacific Railway               3.000%  01/01/47    55
RCN Corporation                       10.125%  01/15/10    55
Reliance Group Holdings                9.000%  11/15/00    16
Solutia Inc.                           7.375%  10/15/27    46
Universal Health Services              0.426%  06/23/20    66

                          *********

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 ***