TCR_Public/040211.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 11, 2004, Vol. 8, No. 29

                          Headlines

ACTRADE FIN'L: Admin. & Rejection Damage Claims Due on Feb. 23
ADELPHIA BUSINESS: Wants Nod for Telecom Settlement Agreements
ADELPHIA COMMS: Asks Court to Clear Two Vermont Settlement Pacts
AES CORP: Selling $500M 10-Year Notes to Repay Part of Term Loan
AIR CANADA: Offering Low Online Fares for U.S. Destinations

AIRGATE PCS: ISS Prodding Shareholders to Approve Recapitalization
ALLEGIANCE TELECOM: Will Auction Assets on February 19, 2004
AMERCO: Wants Nod to Sell Bonanza Property for Close to $1 Mill.
AMR CORP: Commences $300 Mill. Senior Conv. Notes Public Offering
ARRIBA CONTRACTING: Case Summary & 14 Largest Unsecured Creditors

AURORA FOODS: Amends Reorg. Plan and Crunch Equity Merger Pact
BOYD GAMING: Fitch Cuts Ratings Following Coast Acquisition News
BUDGET GROUP: Wants Lease Decision Deadline Moved to March 30
CABLETEL COMMS: Establishes Bid Procedures for Proposed Asset Sale
CALPINE CORP: Commences Tender Offer for 4% Conv. Senior Notes

CEDARA SOFTWARE: December Working Capital Deficit Tops C$5-Mil.
CENTENNIAL COMMUNICATIONS: Completes Two Refinancing Transactions
CONSOL ENERGY: Reports Coal, Gas & Power Production for January
DENNY'S CORP: Will Publish Q4 and YE 2003 Results on February 18
DUTCHESS MANOR: Brings-In Genova & Malin as Bankruptcy Attorneys

ENRON CORP: Pushing for Approval of Proposed Backbone Settlement
ENRON: Asks Court to Approve Northern Natural Settlement Pact
FINOVA GROUP: Repays Berkadia Loan & May Default on Senior Notes
FOSTER WHEELER: Gets Commitment for $120 Million of New Financing
GIANT INDUSTRIES: Inks Crude Oil Supply Agreement with Statoil

GREAT POINT CLO: Fitch Affirms Low-B Rating on Class B-2C Notes
HASBRO INT'L: Q4 and FY 2003 Results Reflect Strong Performance
HAYES LEMMERZ: Caps Price of 10.8 Million Shares Offering
HERITAGE PRINTING: Case Summary & 16 Largest Unsecured Creditors
JACKSON PRODUCTS: Court Schedules Jan. 28 Confirmation Hearing

LAIDLAW INC: Amends CEO Kevin E. Benson's Employment Agreement
LESLIE FAY: Auctioning-Off Company's Trademarks on Thursday
LTV CORP: Administrative Committee Hires Deloitte & Touche LLP
LTX CORP: Fiscal Second-Quarter Net Loss Narrows to $1.4 Million
LTX CORPORATION: Proposes 7-Million Share Public Offering

MAJESTIC STAR: Completes Senior Secured Debt Exchange Offer
MERRY-GO-ROUND: Trustee Hires Prof. Hazard as Legal Ethics Expert
MILLBROOK PRESS: Case Summary & 20 Largest Unsecured Creditors
MIRANT: Entergy Secures Stay Relief to Seek FERC Clarification
MOORE WALLACE: Suspends Chief Financial Officer Mark Hiltwein

NATIONAL CENTURY: Plan Confirmation Hearing Slated for Feb. 24
NBTY INC: Reports Improved Sales Performance for January 2004
NEW WORLD PASTA: Holds Waiver & Amendment Talks With Bondholders
NEWPORT INT'L: Completes Acquisition of GrassRoots Communications
NRG ENERGY: Court Approves Settlement Agreement with Citigroup

O'SULLIVAN IND.: Will Host Fiscal Q2 2004 Conference Call Tomorrow
ON SEMICON.: Completes Equity Offering & Calls for Sr. Sec. Notes
ONE PRICE CLOTHING: Commences Chapter 11 Restructuring in New York
ONE PRICE CLOTHING: Case Summary & 30 Largest Unsecured Creditors
PARMALAT GROUP: Commissioner Wants to Administer 7 Dutch Units

PENTHOUSE INT'L: Taps OTC to Direct Investor Relations Campaign
PETRO STOPPING: Completes Various Debt Refinancing Transactions
PG&E NATIONAL: Sues Liberty Electric to Recover $108 Million
PLAYTEX PRODUCTS: Fourth-Quarter 2003 Results Sink into Red Ink
RADIO UNICA: Sells Communications Assets to Multicultural Radio

RAILAMERICA INC: Reports Improved Carload Results for January
RIVERSIDE FOREST: S&P Assigns B+ Long-Term Corporate Credit Rating
SMITHFIELD FOODS: Completes Acquisition of Two Companies in U.K.
SOLECTRON: Offering Low-B-Rated $450 Mil. Convertible Senior Notes
SOLECTRON: Fitch Assigns BB- Rating to Proposed $450M Note Issue

SOLUTIA INC: Court Approves Sitrick's Engagement as PR Consultants
SPECTRUM SCIENCES: Launches Strategic Initiatives for 2004
STOLT OFFSHORE: Will Publish Q4 and FY 2003 Results on February 18
TEREX CORP: Will Present at Deutsche Bank Conference Today
TITAN CORP: Special Shareholders' Meeting Set for March 16, 2004

TRAVEL PLAZA: Case Summary & 30 Largest Unsecured Creditors
TRW AUTOMOTIVE: Will Publish Q4 and FY 2003 Results on Tuesday
TV AZTECA S.A.: Pays its US$125 Million 10-1/8% Note Due 2004
UNITED AIRLINES: Flight Attendants Seek Support to Save Benefits
US AIRWAYS: May Continue Using Outside Workers for Aircraft Checks

WEIRTON STEEL: Court Approves Stipulation with Herman Strauss
WICKES: Wants to Bring-In Bridge Associates as Crisis Managers

* Alvarez & Marsal Launches New Business Consulting Group
* Shepherd Smith Fights Against Broker Fraud

* Upcoming Meetings, Conferences and Seminars

                          *********

ACTRADE FIN'L: Admin. & Rejection Damage Claims Due on Feb. 23
--------------------------------------------------------------
On January 8, 2004, the Chapter 11 Plan of Liquidation for Actrade
Financial Technologies, Ltd., and its debtor-affiliates became
effective.

Consequently, all outstanding executory contracts and unexpired
leases between the Debtors and various creditors have been deemed
rejected on the effective date of the Plan. Claims arising from
the rejection of these contracts and leases must be filed with the
Clerk of the Bankruptcy Court on or before February 23, 2004, or
be forever barred.

Holders of administrative claims, except for claims in the
ordinary course of the Debtors' business, claims of professionals
employed by the Debtors or the equity committee, or claims
previously allowed by the Court, must also file their
Administrative Proofs of Claim with the Court on or before Feb.
23.


ADELPHIA BUSINESS: Wants Nod for Telecom Settlement Agreements
--------------------------------------------------------------
The Adelphia Communications Debtors and Adelphia Business
Solutions Debtors, through separate contracts and tariff offerings
on a wholesale or retail basis, provisioned, used, and continue to
use, certain services from Southwestern Bell Telephone Company and
certain of its affiliates and subsidiaries to either resell to
their end users or for their own use.  At the same time,
Southwestern Bell, through contracts and tariffs offerings on a
wholesale and retail basis, provisioned, used, and continues to
provision and use, certain services from the ACOM Debtors and ABIZ
Debtors to either resell to its end users or for its own use.

The ACOM Debtors also use certain services from Sprint
Communication Company L.P. to either resell to their end users or
for their own use.  Sprint, meanwhile, uses certain services from
the ACOM Debtors to either resell to its end users or for its own
use.

The Debtors and Southwestern Bell assert claims against the
other.  However, each party disputes, among other things, the
existence, amount and extent of various aspects of the other's
claims.

The ACOM Debtors and Sprint also assert claims against the
other.  However, either party disputes, among other things, the
existence, amount and extent of various aspects of the other's
claims.

After arm's-length negotiations, the Debtors and Southwestern
Bell agree to enter into a settlement agreement to resolve all
disputes and claims.

Likewise, the ACOM Debtors and Sprint, at the conclusion of
arm's-length negotiations, agree to enter into a settlement
agreement.

The Debtors provided copies of the Settlement Agreements to the
ACOM Committees, the counsel to the agents for ACOM Debtors'
secured postpetition lenders and the counsel to the agents for
the ACOM Debtors' prepetition lenders.  The Notice Parties do not
oppose the Settlement Agreements.

The Settlement Agreements provide a material benefit to the
Debtors and their estates by, among other things, assuring the
uninterrupted operation of their business.

                   Settlements Filed Under Seal

Because the Settlement Agreements contain sensitive information
pertaining to the resolution of the disputes among the parties,
the Debtors sought and obtained the Court's permission to file
the Settlement Agreements with Southwestern Bell and Sprint under
seal. (Adelphia Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Asks Court to Clear Two Vermont Settlement Pacts
----------------------------------------------------------------
The Adelphia Communications Debtors seek the Court's authority to
enter into two settlement agreements with the Vermont Department
of Public Service and the Vermont Public Service Board related to
the Vermont cable franchises of certain Debtors.

Shelley C. Chapman, Esq., at Willkie, Farr & Gallagher LLP, in
New York, relates that the Settlement Agreements resolve a
longstanding dispute between the Vermont Department of Public
Service and the Public Service Board, on one hand, and these
Debtors, on the other hand:

   -- Adelphia Communications Corporation,
   -- Better T.V., Inc., of Bennington,
   -- FrontierVision Operating Partners LP,
   -- Adelphia Cablevision Corp.,
   -- Lake Champlain Cable Television Corporation,
   -- Mountain Cable Company LP,
   -- Multi-Channel T.V. Cable Company,
   -- Richmond Cable Television Corporation, and
   -- Young's Cable TV Corp.

In 2000, the Board issued final orders renewing the term of
certain of the Debtors' Vermont franchise agreements -- the
Certificates of Public Good -- for 11 years.  The Board granted
the Debtors the renewal of the franchises, in part, because of
the Debtors' agreement to implement expanded cable service in
certain rural areas.  Concurrently with the renewal, the Board
also imposed penalties on the Debtors because of their failure to
comply with certain requirements of previous Franchise Agreements
and with the state law provisions.

In August 2000, Ms. Chapman reports that the Debtors filed an
appeal before the U.S. District Court for the District of
Vermont, appealing several provisions of the Franchise
Agreements, including:

   (1) the threshold requirements pursuant to which the Debtors
       were required to undertake cable line extensions; and

   (2) a requirement that the Debtors make not more than 10% of
       their total bandwidth available for Public, Educational,
       and Governmental access purposes.

Ms. Chapman states that the Renewal Appeal is still pending
before the District Court.

In November 2000, the Board opened a formal investigation to
determine whether or not the Debtors were in compliance with the
Franchise Agreements, including whether the Debtors complied with
the requirement to extend their cable line extensions into areas
meeting the qualified density requirements.

On May 31, 2001, a settlement agreement was executed between the
Debtors and the Vermont Department of Public Service resolving
certain issues related to the November 2000 Investigation.
Pursuant to the May 2001 Agreement, among other things, the
Debtors agreed to build out 1,600 miles of cable by
April 2, 2003.  The Board approved the May 2001 Agreement on
August 2, 2001.

In March 2002, the Board opened a second formal investigation
into the Debtors' failure to comply with the Franchise
Agreements.  The investigation remains open and pending.

After the Petition Date, the Debtors asked the Board for relief
from their obligations under the May 2001 Agreement.  By a
decision dated April 11, 2003, the Board denied the Debtors'
request, thus, requiring the Debtors to build the Line Extension
Miles by April 2, 2003.  The Debtors appealed the decision to the
District Court.  The appeal is pending.

On August 26, 2003, the Board opened a third formal
investigation:

   (1) on the Debtors' compliance with the terms of the
       franchises;

   (2) on the Debtors' progress toward construction of the Line
       Extension Miles; and

   (3) to determine whether penalties, including revocation of
       the Franchise Agreements, should be assessed against the
       Debtors pursuant to Vermont law.

Consequently, the parties agree to resolve the disputes related
to the various claims and litigations.  The principal provisions
of the Settlement Agreements are:

A. The Vermont Franchise Agreements Settlement

   (1) The Debtors will complete the construction of all
       remaining Line Extension Miles over a 60-month period
       ending December 31, 2008, with certain annual construction
       milestones.  This will result in a build out of over 1,200
       miles of line extensions;

   (2) The Debtors will post annual bonds to secure any penalties
       that arise from their failure to fulfill the line
       extension obligations.  The amount of the bond increases
       from $5,000,000 in 2003 to $9,000,000 in 2008.  If the
       Debtors fail to meet an annual build out milestone by more
       than 20 miles, the Vermont Department of Public
       Service may demand that the aggregate of all future bonds
       be posted immediately and in full;

   (3) The Vermont Department of Public Service waives all
       monetary penalties which may have been assessed as a
       result of the Debtors' non-compliance with the terms of
       the Franchise Agreements and the May 2001 Agreement;

   (4) In lieu of monetary penalties, the Debtors will build an
       additional 300-mile line extension by December 2009,
       subject to certain monetary penalties if the requirement
       is not satisfied;

   (5) Any failure to meet a performance milestone will result in
       an automatic monetary penalty imposed on the Debtors,
       ranging from $25,000 per mile not completed in 2004 to
       $29,000 per mile not completed in 2009;

   (6) The Debtors reserve the right to assume or reject the
       Vermont Agreements pursuant to Section 365 of the
       Bankruptcy Code;

   (7) Any claims of the Vermont Department of Public Service
       related to any penalties or non-performance of the Debtors
       during the pendency of the Chapter 11 cases will be capped
       at an administrative expense of up to $5,300,000.  Any
       allowed claims in excess of $5,300,000 will be treated as
       a prepetition unsecured claim; and

   (8) All disputes pertaining to the Settlement Agreement will
       first be reviewed by the Board, subject to statutory
       appeal to the Vermont Supreme Court.  However, both
       parties reserve the right to seek relief in any court
       of law for breach of either party's duty of good faith and
       fair dealing.

B. Public, Education and Government Access Settlement Agreement

   (1) The requirement that the Debtors make not more than 10% of
       their total bandwidth available for Public, Educational
       and Government access purposes is removed from the
       Franchise Agreements; and

   (2) The Debtors will provide free cable service to every
       school, library, studio and at least one municipal
       building that is within 500 feet of the Debtors' existing
       cable lines in every town in which the Debtors are
       licensed to serve.

Ms. Chapman notes that, among other things, the Settlement
Agreements:

   (1) preserve the Franchise Agreements, through which the
       Debtors operate and service more than 128,000 customers;

   (2) extend the Debtors' obligation to build the line
       extensions and extend the capital investment over a five-
       year period, rather than having to expend $30,000,000 of
       capital immediately;

   (3) waive all monetary penalties, which may have been assessed
       against the Debtors as a result of their non-compliance
       with the terms of the May 2001 Agreement; and

   (4) cap any potential administrative damages resulting from
       the Settlement Agreement at $5,300,000.

Without the Settlement Agreements, the Debtors risk the possible
revocation of the Franchise Agreements, incur significant
monetary penalties, lose their continuing revenues and
immediately expend capital funds.

While the Debtors estimate that the costs associated with the
implementation of the Settlement Agreements will be $5,000,000 in
2004 -- with an aggregate of up to $40,000,000 through 2009 --
the Debtors anticipate significant revenue over the same period
of time from the Vermont franchise.  The Debtors currently serve
more than 128,000 video customers in Vermont and have above
average high speed Internet penetration in Vermont.  By year-end,
100% of the Vermont cable system will be fully upgraded and two-
way capable.  Recently, Vermont became one of the Debtors' two
Northeast markets offering digital video recorders, an advanced
entertainment product, which will be launched throughout the
company in 2004.  Thus, Vermont is an attractive market for the
Debtors and the continued revenue stream derived from the Vermont
franchise is built into the Debtors' long-range business plan.

Furthermore, through the Settlement Agreements, the Debtors are
able to begin to repair an important business relationship with
their regulators in Vermont.  While the prior relationship
between the Debtors and Vermont was, at times, contentious, the
Debtors have worked diligently over the past year to transform
into a first-rate cable service provider committed to their
customers, employees and host communities.  The Settlement
Agreements are further evidence of the Debtors' renewed
commitment to Vermont and its residents. (Adelphia Bankruptcy
News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


AES CORP: Selling $500M 10-Year Notes to Repay Part of Term Loan
----------------------------------------------------------------
The AES Corporation (NYSE:AES) plans to sell $500,000,000
aggregate principal amount of 10 year unsecured Senior Notes.

AES plans to use the net proceeds of the offering to repay a
portion of its term loan under its senior secured credit
facilities which mature on July 31, 2007 (subject to a possible
extension to April 30, 2008 if certain conditions are met) and
bears interest at a floating rate of either LIBOR plus 4% or a
base rate plus 3%.

The offering will be made under AES's effective shelf registration
statement which has been filed with, and declared effective by,
the Securities and Exchange Commission.

As reported in Troubled Company Reporter's Monday Edition,
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.


AIR CANADA: Offering Low Online Fares for U.S. Destinations
-----------------------------------------------------------
Air Canada expanded availability of its low, simplified fares
offering consumers and travel professionals the best value in air
fare, to all 80 destinations in the continental United States
served by Air Canada, Air Canada Jazz and on a codeshare basis by
its Star Alliance partner, United Airlines. The expansion of Air
Canada's simplified fares throughout its extensive Canada-U.S.
network brings its web-exclusive budget Tango fares to more
travelers than ever before, and consolidates the carrier's
position as Canada's largest provider of low, competitive fares.

The announcement comes just two weeks after Air Canada started to
phase in its new simplified fare structure to offer travellers the
simplicity of choosing from up to six distinctly branded fare
products for travel to and from the United States, as well as
across Canada.

"In response to overwhelmingly positive feedback, we're
immediately expanding low, simplified fares across our U.S.
network," said Montie Brewer, Executive Vice President,
Commercial. "We've redesigned our domestic and U.S. fare
structure, and aircanada.com, to offer customers and travel
professionals clear choices and unbeatable value. This is a
customer-driven solution to make travel affordable and easy, and
consolidates Air Canada's position as Canada's largest provider of
low fares."

The ultra-clear flight display at www.aircanada.com distinguishes
itself from that of most airlines by showing all travel options on
one screen and allowing customers to easily choose the flight that
best meets their travel needs by date, time and price. Moreover,
Air Canada customers can make complete or partial changes to most
reservations directly online. In addition to the Aeroplan Miles
earned on eligible fares, every flight booked at aircanada.com
earns one additional Aeroplan Mile for every $3 spent on all
domestic Canada and transborder U.S. travel.

The expansion of low, simplified fares to include travel to and
from the United States, in addition to travel within Canada,
represents a further step in Air Canada's comprehensive strategy
to provide optimum value and simplicity and to put more control in
customers' hands through automation.

Since Air Canada introduced its new fare structure in May, 2003
for travel within Canada, the carrier's online ticket sales at
aircanada.com have more than tripled, increasing by 200 per cent.
More than 50 per cent of Air Canada's domestic ticket sales are
now made online, half of which are generated through its dedicated
travel agency Web site at aircanada.com/agents .

Air Canada offers the most choice and value for consumers flying
between Canada and the United States. Together with its regional
carrier, Air Canada Jazz, it operates upwards of 400 flights daily
on 77 routes between 7 Canadian and 45 U.S. cities, serving more
transborder city pairs with non-stop service than any other
airline. Air Canada's network is extended even further to an
additional 40 U.S. cities served on a codeshare basis with its
Star Alliance partner, United Airlines.

Air Canada's redesigned domestic Canada and U.S. fare structure
that is proving popular with customers greatly simplifies travel
booking with just six fare categories: Tango, Econo, Fun,
Latitude, Freedom and Executive Class fare products that
permanently offer low, competitive, best-value one way and
return travel:

    Tango           Best bargain one way fares:
                    - Available exclusively online at
                       aircanada.com
                    - No minimum stay
                    - Unlimited changes on eligible routes for a
                       minimal fee (CAD$25/USD$20) plus any fare
                       difference
                    - Non-refundable
                    - Customers receive 50% non-status Aeroplan
                       Miles

    Fun              Our best value - highly competitive,
                     discounted one way fares:
                     - No minimum stay
                     - Complimentary advance seat assignment
                     - Advance purchase may apply
                     - Unlimited changes on eligible routes for a
                       minimal fee (CAD$25/USD$20), plus any fare
                       difference
                     - Non-refundable
                     - Customers receive Aeroplan Status Miles
                       (50% for travel within Canada; 100% for
                       U.S. transborder travel)

    Econo            Everyday value return fares that offer big
                     savings with a little planning:
                     - Minimum stay and advance purchase may apply
                     - Complimentary advance seat assignment
                     - Unlimited changes for CAD$75/$USD50, plus
                       any fare difference
                     - Non-refundable
                     - Customers receive Aeroplan Status Miles
                       (50% for travel within Canada; 100% for
                       U.S. transborder travel)

    Latitude         Fully flexible, significantly discounted one
                     way fares:
                     - Purchase anytime
                     - Unlimited changes at no cost
                     - Fully refundable
                     - Complimentary advance seat assignment
                     - Customers receive 100% Aeroplan Status
                       Miles
    Freedom          Maximum flexibility and convenience; one way
                     fares with full and immediate access, no
                     constraints:
                     - Unlimited changes at no cost
                     - Fully refundable
                     - Complimentary advance seat assignment
                     - Priority check-in, boarding and baggage
                       handling at Canadian airports
                     - Access to Maple Leaf Lounges at Canadian
                       airports
                     - Customers receive 125% Aeroplan Status
                       Miles

    Executive Class  All the advantages of Air Canada Executive
                     Class for less:
                     - Full flexibility with no restrictions
                     - Priority check-in, boarding and baggage
                        handling
                     - Complimentary advance seat assignment
                     - Maple Leaf Lounge access at Canadian and
                        U.S. airports
                     - Executive Class cabin seating
                     - Complimentary alcoholic beverage and
                        premium meal/snack service
                     - Customers receive 125% Aeroplan Status
                        Miles


AIRGATE PCS: ISS Prodding Shareholders to Approve Recapitalization
------------------------------------------------------------------
AirGate PCS, Inc. (OTCBB: PCSA), a PCS Affiliate of Sprint,
announced that Institutional Shareholder Services Inc., the
nation's leading independent proxy advisory firm, has issued a
report dated February 4, 2004, recommending that AirGate
shareowners vote FOR each of the Company's proposals in connection
with its previously announced recapitalization plan.

"We are very pleased that ISS, a well respected independent
expert, supports our proposed plan for improving AirGate's capital
structure and reducing the financial risk in our business
strategy," said Thomas M. Dougherty, president and chief executive
officer of AirGate PCS. "ISS's evaluation confirms our belief that
the recapitalization plan presents a great opportunity to improve
shareholder value. We urge our shareowners to consider this
positive recommendation and support AirGate by voting in favor of
the restructuring and the other proposals."

The Company also noted that ISS has assigned AirGate a Corporate
Governance Rating of 90.9. Notably, with this rating, AirGate
outperformed over 90% of the companies in the Russell 3000 and
over 91% of the companies in the Telecommunications Services
Group.

As part of this recapitalization plan, AirGate is soliciting the
approval of its shareowners to issue the shares of its common
stock in the exchange offers and implement a one-for-five reverse
split of its common stock, each of which is a condition to
completion of the exchange offers. In addition, AirGate is
soliciting the approval of its shareowners to increase the number
of shares of common stock reserved and available for issuance
under its long term incentive plan, amend its long term incentive
plan and issue restricted stock units and stock options to certain
of its executives, none of which is a condition to completion of
the exchange offers.

ISS also supports the proposal to effect a one-for-five reverse
stock split because it is a condition for the proposed
recapitalization plan and is necessary to regain listing of the
Company's common stock on the NASDAQ National Market. Furthermore,
ISS supports the proposal to amend the Company's long-term
incentive plan.

A special meeting of AirGate shareowners has been set for
Thursday, February 12, 2004, at 9:00 a.m. local time at SunTrust
Plaza, 303 Peachtree St. N.E., Suite 5300, Atlanta, Georgia 30308.
Shareowners of record on January 12, 2004, are eligible to vote at
the special meeting and will be asked to approve the matters
described above.

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to
sell wireless mobility communications network products and
services under the Sprint brand in territories within three states
located in the Southeastern United States. The territories include
over 7.2 million residents in key markets such as Charleston,
Columbia, and Greenville-Spartanburg, South Carolina; Augusta and
Savannah, Georgia; and Asheville, Wilmington and the Outer Banks
of North Carolina.

AirGate has filed a Registration Statement on Form S-4 and a Proxy
Statement on Schedule 14A with the Securities and Exchange
Commission in connection with a restructuring transaction and
exchange offer regarding its currently outstanding discount notes.
The terms and conditions of the exchange offer, and other
important information, are contained in AirGate's Prospectus and
Solicitation Statement, dated January 14, 2004, which is included
in the Registration Statement on Form S-4.

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


ALLEGIANCE TELECOM: Will Auction Assets on February 19, 2004
------------------------------------------------------------
Allegiance Telecom, Inc., and its debtor-affiliates propose to
sell substantially all of their assets, pursuant to an asset
purchase agreement, to Qwest Communications, Inc.  The sale is
subject to higher and better offers and a competitive auction sale
process.

The U.S. Bankruptcy Court for the Southern District of New York
authorizes the debtors to conduct the auction for the assets on
February 19, 2004, at 10:00 a.m. EST, before the Honorable Robert
D. Drain.

Objections to the sale must be in writing and served on the
Counsel for the Debtor, the Financial Advisor for the Debtors, the
U.S. Trustee, the Counsel for the Creditors' Committee, the
Attorneys for the Bank Agent, and the Counsel for the Buyer, on or
before Feb. 17.

Interested parties can direct their written request for
information concerning the sale to:

        1. Counsel for the Debtors
           Kirkland & Ellis LLP
           Citigroup Center
           153 Eat 53rd Street
           New York, NY 10022-4675
           Tel: 212-446-4800
           Fax: 212-446-4900
           Attn: Jonathan S. Henes, Esq.; or

        2. Greenhills & Co., LLC
           300 Park Avenue
           23rd Floor
           New York, NY 10022
           Attn: Michael A. Kramer.

Allegiance Telecom, Inc., is a holding company with subsidiaries
operating in 36 major metropolitan areas in the U.S. who provide a
package of telecommunications services, including local, long
distance, international calling, high-speed data transmission and
Internet services and customer premise communications equipment
sales and maintenance services.  The Debtors filed for chapter 11
protection on May 14, 2003, (Bankr. S.D.N.Y. Case No. 03-13057).
Jonathan S. Henes, Esq. at Kirkland & Ellis represents the Debtors
in their liquidating efforts.  When the Company filed for
protection from its creditors, it listed $1,441,218,000 in total
assets and $1,397,494,000 in total debts.


AMERCO: Wants Nod to Sell Bonanza Property for Close to $1 Mill.
----------------------------------------------------------------
Amerco Real Estate Company seeks the Court's authority to sell to
the State of Nevada, Department of Transportation the real
property located at 2001-21 W. Bonanza Road in Las Vegas, Nevada,
which is the subject of a condemnation proceeding.

AREC is responsible for:

   -- administering the real property matters for all properties
      owned by Amerco, U-Haul International and their
      subsidiaries;

   -- purchasing properties to be used by Amerco, U-Haul and
      their subsidiaries; and

   -- disposing, either through sale or lease, of unused real
      property.

Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, relates that the Property that the Department is
condemning under its powers of eminent domain consists of a
29,085-square foot area, including improvements and a temporary
construction easement of 3,942 square feet for a period of 42
months to widen the US-95 freeway in Las Vegas, Nevada.  There
are 154 mini-storage units located on the Property, which are
affected by the condemnation proceeding.

On November 22, 2002, Amerco obtained the appraisal reports
provided by Cushman & Wakefield of Illinois, Inc., which valued
the Property at $880,000.

According to Mr. Beesley, the Department originally offered
Amerco $883,500 to purchase the Property.  Thereafter, the
Department proposed to increase its initial purchase offer to
$971,850 in exchange for Amerco's promise to forego recovery of
any money for lost rental value of the storage units -- a 10%
increase from the original offer.

Mr. Beesley clarifies that the Property is not part of the
Collateral on the DIP Facility from Wells Fargo Foothill, Inc.
Also, the Property is not subject to the Synthetic Leases with
BMO Global Capital Solutions LLC and Citibank, N.A.

However, since the DIP Facility provides that the Debtors must
forward proceeds of the sale of the Property to the DIP Lender to
repay the advances the Debtors made, the Debtors will repay the
DIP Lender for the advances under the DIP Facility with the Sale
Proceeds.  Any remaining Sale Proceeds will be deposited into the
Compass Bank account as provided in an agreement with JPMorgan.

Pursuant to Sections 105 and 363(b)(1) of the Bankruptcy Code,
Mr. Beesley contends that the sale is fair and reasonable
because:

   -- the purchase offer exceeds the appraised value of the
      Property;

   -- it will enable the Debtors to disburse the Sale Proceeds
      to the DIP Lender as repayment for the advancement of
      funds under the DIP Facility; and

   -- the Department agreed to obtain a bid for relocating and
      increasing the height of the U-Haul sign and will pay for
      and coordinate this move.

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)


AMR CORP: Commences $300 Mill. Senior Conv. Notes Public Offering
-----------------------------------------------------------------
AMR Corporation (NYSE: AMR), the parent company of American
Airlines, Inc., is commencing, subject to market and other
conditions, a public offering of $300 million aggregate principal
amount of senior convertible notes due 2024.

AMR also has granted the underwriters an option to purchase
up to an additional $45 million aggregate principal amount of the
notes solely to cover over-allotments, if any.  AMR said the notes
will be guaranteed by American Airlines, Inc.  AMR intends to use
the net proceeds from this offering for general corporate
purposes.

Credit Suisse First Boston is acting as the sole book-running
manager for this offering, and Morgan Stanley is acting as joint
lead manager.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission.  These
securities may not be sold nor may offers to buy be accepted prior
to the time the prospectus supplement for this offering becomes
final.  The prospectus supplement, when available, may be obtained
from Credit Suisse First Boston LLC, Prospectus Department, One
Madison Avenue, New York, NY 10010 (telephone no. 212-325-2580).

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

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


ARRIBA CONTRACTING: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Arriba Contracting Co., Inc.
        3210 Echodale Avenue
        Baltimore, Maryland 21214

Bankruptcy Case No.: 04-12115

Type of Business: The Debtor is a General/Subcontractor with
                  services like mechanical, HVAC, sterilization,
                  ductwork, air balancing, automatic temperature
                  controls.

Chapter 11 Petition Date: January 29, 2004

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsels: Jack I. Hyatt, Esq.
                   1866 Autumn Frost Lane
                   Baltimore, MD 21209-1131
                   Tel: 410-486-1800

                         - and -

                   Marc Robert Kivitz, Esq.
                   201 North Charles Street, Suite 1330
                   Baltimore, MD 21201
                   Tel: 410-625-2300

Total Assets: $3,317,079

Total Debts:  $303,078

Debtor's 14 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Gladwynne Construction Co.    Trade Debt                 $70,000

Seimens Bldg., Tech.          Trade Debt                 $48,023

Hudak's Insulation            Trade Debt                 $18,375

Pikes Premier Contracting     Trade Debt                 $17,586
Co., Inc.

Sunbelt Rentals, Inc.         Trade Debt                 $14,339

Waldron of MD, Inc.           Trade Debt                  $8,526

Pyramid Insulation            Trade Debt                  $4,000

Clearwater Sprinkler System   Trade Debt                  $3,784

Allstate Sheetmetal, Inc.     Trade Debt                  $3,540

Aaon, Inc.                    Trade Debt                  $2,137

Weisman, Inc.                 Trade Debt                    $940

Capital One                   Credit Card                   $900

Home Depot                    Credit Card                   $842

Marshall Ruby & Sons          Trade Debt                     $86


AURORA FOODS: Amends Reorg. Plan and Crunch Equity Merger Pact
--------------------------------------------------------------
On January 8, 2004, Aurora Foods Inc. and Crunch Equity Holdings,
LLC amended their Merger Agreement and Reorganizational Plan.
The Amended Agreement and Plan highlights changes on:

   * the restructuring in terms of the Bondholders' Sub Debt and
     other claims election options through cash or equity, and
     election procedure;

   * the Bondholders' equity election procedure;

   * the Bondholders' subscription rights;

   * certain definitions relating to the Merger and Adjustments;

   * the Sub Debt and Class A rights;

   * payment terms under the Merger; and

   * the Indemnity and Registration Rights Agreement.

                        The Restructuring

Dale F. Morrison, Aurora's Chairman and Interim Chief Executive
Officer, relates that under the Amended Plan and Merger
Agreement, the Bondholders will be entitled to cash election, or
equity election, and subscription rights, in exchange for their
rights in the Sub Debt Claims and other claims.

In the cash election option, a claim will be valued at $0.462 for
each dollar of Sub Debt Claim, which is $0.50 per each dollar of
principal amount of Sub Debt.  In the equity election, a claim
will be valued at $0.488 for each dollar of Sub Debt Claims,
which is $0.53 per each dollar of the principal amount of Sub
Debt, subject to adjustment.  After taking into account the
dilution for certain equity allocations pursuant to the CEH LLC
Members Agreement, the claim will be valued at $0.454 for each
dollar of Sub Debt Claims, subject to adjustment.  Subscription
rights may be (i) the Cash-Out Subscription Right and (ii) the
Make-Up Subscription Right.

The Bondholder will receive the Sub Debt Cash consideration
unless the Bondholder validly elects to receive Bondholder Trust
Interests pursuant to an Equity Election.  However, if the
aggregate amount of Sub Debt Claims for which Equity Elections
are made, plus the amount received from Eligible Bondholders in
connection with exercises of the Cash-Out Subscription Right, is
less than $200,000,000, then the Bondholders that make or are
deemed to have made Cash Elections will be deemed to have made
Equity Elections as to the amount of their Sub Debt Claims, equal
to their pro rata portions of the shortfall.

                  The Equity Election Procedure

Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure:

   (a) The Bondholder, or his nominee, trustee, or representative
       is entitled to receive the Sub Debt Cash Consideration
       unless the holder makes an irrevocable election to receive
       the Sub Debt Equity Consideration as to all of the Sub
       Debt Claims then held by the Bondholder;

   (b) In the equity election, the Bondholder will be given an
       Election Form, a Trust Accession Instrument and a Form W-9
       together with the Disclosure Statement, the related ballot
       and other solicitation materials distributed to the Record
       Date Bondholders or their Holder Representatives;

   (c) To be valid, the Voting Agent should receive at its
       designated office, by 5:00 p.m. New York City time on
       February 9, 2004, a properly completed and duly executed
       election form, Trust Accession Instrument, and Form W-9;

   (d) The Bondholder, or his representative must have made prior
       to the Plan Voting Deadline, a valid book entry transfer
       reflecting the tender of all of his Sub Debt;

   (e) A Holder Representative may submit a separate Election
       Form for each Record Date Bondholder for whom the Holder
       Representative acts as a nominee, trustee or in another
       representative capacity; and

   (f) An Equity Election made by the authorized Holder
       Representative will be binding on the Bondholder and all
       its successors, transferees and assignees, and may not be
       revoked, rescinded, amended or superseded by the
       Bondholder or any other Person.

Aurora's determination, in its sole discretion, which it may
delegate in whole or in part to the Voting Agent, will be
conclusive and binding as to whether or not Equity Elections have
been timely and validly made.  Aurora may disregard immaterial
defects in any Election Form or related document.  Neither the
Debtors nor the Voting Agent will be under any obligation to
notify any person of any defect in any Election Form or related
documents submitted to the Voting Agent.

To the extent that the sum of the aggregate amount of Sub Debt
Claims for which Equity Elections are validly made, plus an
amount equal to the aggregate amount of Cash-Out Class A Units
validly subscribed for by Eligible Bondholders divided by the Sub
Debt Cash-Out Value, is less than $200,000,000 -- an Equity
Election Shortfall -- the Bondholder who validly made or is
deemed to have made a Cash Election will be deemed to have made:

   -- an Equity Election as to the amount of the Bondholder's
      Sub Debt Claims, equal to the product of:

         (1) the Equity Election Shortfall; and

         (2) the quotient of:

                (i) the aggregate amount of Sub Debt Claims held
                    of record as of the Record Date by the
                    Bondholder, either directly or through the
                    Bondholder's Holder Representative; over

               (ii) the aggregate amount of Sub Debt Claims held
                    of record as of the Record Date by all
                    Bondholders, who validly made or have been
                    deemed to have made Cash Elections; and

   -- a Cash Election as the amount of Sub Debt Claims equal to
      the aggregate amount of Sub Debt Claims held of record as
      of the Record Date by the Bondholder less the amount in
      the previous provision.

                      The Subscription Rights

Each Record Date Bondholder that validly makes an Equity Election
will have the right to subscribe for Bondholder Class A Units
pursuant to a Cash-Out Subscription Right and a Make-Up
Subscription Right.  The provision of the Election Form will
enable Eligible Bondholders to exercise their Subscription Rights
and will include:

   (a) instructions for calculating an Eligible Bondholder's
       Applicable Percentage;

   (b) a good faith estimate of the amount of the Equity
       Deficiency; and

   (c) rights for each Eligible Bondholder to subscribe for:

       -- an amount of Cash-Out Class A Units equal to the
          product of (1) the Eligible Bondholder's Applicable
          Percentage, (2) the aggregate amount of the Cashed-Out
          Sub Debt, and (3) Sub Debt Cash-Out Value; and

       -- an aggregate amount of Make-Up Class A Units equal to
          the Equity Deficiency .

To the extent that the aggregate amount of the Make-Up Class A
Units subscribed for by the Eligible Bondholders pursuant to the
Make-Up Subscription Right exceeds the amount of the Equity
Deficiency, the Eligible Bondholder's subscription amount
pursuant to the Make-Up Subscription Right will be to the product
of:

   -- the amount of the Equity Deficiency; and

   -- the quotient of:

      (1) the aggregate amount of Sub Debt Claims held of record
          by the Bondholder, either directly or through the
          Bondholder's Holder Representative, as of the Record
          Date; over

      (2) the aggregate amount of Sub Debt Claims held by all
          Eligible Bondholders, either directly or through their
          Holder Representatives, as of the Record Date who elect
          to exercise the Make-Up Subscription Right.

Each Eligible Bondholder can exercise the Cash-Out Subscription
Right and Make-Up Subscription Right by delivering an Election
Form.  The Debtors will notify by mail to the Eligible
Bondholder, or representative, from whom the Debtors have
received a properly completed and duly executed Election Form
exercising one or both Subscription Rights that contains:

   * the anticipated Closing Date;

   * a statement of the amount of Cash-Out Class A Units
     subscribed for by the Bondholder pursuant to the Cash-Out
     Subscription Right; and

   * a statement of the amount of the Equity Deficiency and the
     amount, if any, of Make-Up Class A Units subscribed for
     by the Bondholder pursuant to the Make-Up Subscription
     Right.

Payment to the subscriptions must be made by no later than three
business days to the Exchange Agent before the Subscription
Payment Deadline.  The Pinnacle Equity Sponsors will subscribe
for the remainder of the Bondholder Class A Units.  The
subscription will be made simultaneously with the Closing and
will, otherwise, be on the same terms as the subscription rights
provided to the Eligible Bondholders, except for the time of
payment.  At Closing, the Pinnacle Equity Sponsors will, if
applicable:

      (i) with respect to the amount by which the Equity
          Deficiency exceeds payments received by the Exchange
          Agent in respect of the Make-Up Class A Units, invest
          the amount of the excess in Pinnacle by way of CEH LLC
          and Holding;

     (ii) with respect to the amount by which the product of (x)
          the aggregate amount of the Cashed Out Sub Debt and
          (y) the Sub Debt Cash-Out Value exceeds payments
          received by the Exchange Agent in respect of Cash-Out
          Class A Units, invest the amount of the excess in
          Pinnacle by way of CEH LLC and Holding; and

    (iii) execute and deliver to the Exchange Agent a Trust
          Accession Instrument with respect to the subscription.

Certain definitions of terms relating to the Merger and certain
adjustments were restated:

   (1) "Actual Sub Debt Equity Value Per Dollar,"
   (2) "Actual Sub Debt LLC Units,"
   (3) "Cashed-Out Sub Debt,"
   (4) "Estimated Sub Debt Equity Value Per Dollar,"
   (5) "Estimated Sub Debt LLC Units,"
   (6) "Excluded Aurora Expenses,"
   (7) "Sub-Debt Cash-Out Value" and
   (8) "Sub Debt Cash Consideration.

                         Adjusted EBITDA

Under the Amended Agreement, Adjusted EBITDA means:

      (i) EBITDA of the Company for the relevant period, as set
          forth in the Company Plan; less

     (ii) amounts expended from July 1, 2003 through the end of
          the relevant period for marketing and other related
          expenses in respect of the introduction by a competitor
          of the Company of new products consistent with the
          marketing plan previously provided to CEH LLC which are
          in excess of the amount of marketing and other related
          expenses set forth in the Company Plan up to an
          aggregate amount of $2,900,000; less

    (iii) the Settlement Amount; less

     (iv) Promotion Expenses.

                     Payment to Bondholders

At the Closing, CEH LLC will cause the Reorganized Debtors and
the Exchange Agent to:

   (a) pay the Bondholder an amount equal to the Bondholder's Sub
       Debt Cash Consideration when the Bondholder holding Sub
       Debt Claims opted for Cash.  The payment will be made upon
       receipt by the Voting Agent of a properly completed and
       duly executed Election Form and duly executed Form W-9 by
       the Plan Voting Deadline;

   (b) issue to the Bondholder Trust, on behalf of a Bondholder
       holding Sub Debt Claims where an Equity Election was
       validly made, Class A Units equal to the Bondholder's
       Estimated Sub Debt LLC Units.  The issuance will be made
       upon receipt by the Voting Agent of a properly completed
       and duly executed Election Form, a duly executed Trust
       Accession Instrument, and a duly executed Form W-9 by the
       Plan Voting Deadline; and

   (c) issue to the Bondholder Trust, on behalf of a Person
       who has validly subscribed for Cash-Out Class A Units
       or Make-Up Class A Units and has paid to the Exchange
       Agent the amounts required in connection therewith, Class
       A Units equal to that Person's Estimated Cash-Out LLC
       Units and Make-Up LLC Units.  The issuance will be made
       upon receipt by the Exchange Agent of an executed Trust
       Accession Instrument.

Promptly after the Closing, CEH LLC will cause the Reorganized
Debtors and the Exchange Agent to give notice of the Closing to
each Bondholder:

   -- that was deemed to have made an Equity Election and did
      not deliver to the Voting Agent a duly executed Trust
      Accession Instrument, Form W-9, and a properly completed
      and duly executed Election Form; and

   -- that was deemed to have made a Cash Election and did
      not deliver to the Exchange Agent a properly completed and
      duly executed Letter of Transmittal and Form W-9.

The Notice will inform the Bondholders:

   -- that were deemed to have made a Cash Election of all or any
      portion of their Sub Debt Claims that, to obtain the funds
      payable in respect of the deemed Cash Election, they must
      deliver to the Exchange Agent a properly completed and duly
      executed Letter of Transmittal and Form W-9; and

   -- that were deemed to have made an Equity Election with
      respect to any portion of their Sub Debt Claims of the
      amount of Sub Debt Claims with respect to which they have
      been deemed to have made an Equity Election and that, to
      obtain the Bondholder Trust Interests in respect of the
      deemed Equity Election, they must deliver to the Exchange
      Agent a duly executed Trust Accession Instrument, Form W-9,
      and, if the Bondholder did not deliver to the Voting Agent
      a properly completed and duly executed Election Form, and
      Letter of Transmittal.

CEH LLC will not be obligated to cause the Reorganized Debtors
and the Exchange Agent to pay to any Bondholder any Sub Debt Cash
Consideration or issue to Bondholder Trust in respect of any
Bondholder any Estimated Sub Debt LLC Units unless the Voting
Agent or the Exchange Agent, as the case may be, will have
received from the Depository Trust Company, an Agent's Message as
to the Bondholder.

As to the dividends or other distributions declared by CEH LLC on
Class A Units, all Class A Units will be deemed issued and
outstanding as of the Closing.  Whenever the dividend or other
distribution is declared by CEH LLC, that declaration will
include dividends or other distributions in respect of Class A
Units issuable, provided that dividends or other distributions
declared or made in respect of Class A Units issuable will not be
paid to the Bondholder Trust until the units have been issued to
the Bondholder Trust.  For any Applicable Dividend declared in
respect of any Class A Units which are issued subsequent to the
declared distribution date for the Applicable Dividend, CEH LLC
will pay the Applicable Dividend to the Bondholder Trust on
behalf of the Person for whose account the Class A Units were
issued promptly.

The Reorganized Company and CEH LLC will be entitled to deduct
and withhold from the cash consideration otherwise payable to any
Bondholder any amounts as they are required to deduct and
withhold with respect to payment under any provision of federal,
state or local income tax law.  If the Reorganized Company or CEH
LLC withholds amounts, these amounts will be treated as having
been paid to the Bondholders in respect of which the Reorganized
Company or CEH LLC made the deduction or withholding.  No
interest will accrue or be paid on any cash payable in respect of
the Sub Debt Claims.

The Exchange Agent will, within five business days after the date
that is one year after the Closing Date, return to the
Reorganized Company any portion of the cash and LLC Units
remaining to be paid or distributed to the Bondholders who have
not yet delivered or caused to be delivered:

   -- the Election Forms, the related Agent's Messages, Trust
      Accession Instruments and Form W-9's, as applicable to the
      Voting Agent; or

   -- the Letters of Transmittal, the related Agent's Messages,
      Trust Accession Instruments and Form W-9's, as applicable
      to the Exchange Agent.

At the Closing, (i) CEH LLC, Bondholder Trust and the Reorganized
Company will enter into the Indemnity Agreement and (ii) Holding,
and certain Investors will enter into the Registration Rights
Agreement.

                           No Activity

The CEH LLC Covenants specify that the Holding will not conduct
any operations, or incur any liabilities or obligations other
than those:

   (a) in connection with the Plan and Merger Agreement;

   (b) in association with the Pinnacle Merger as provided by the
       Pinnacle Merger Agreement; and

   (c) in connection with the financing under the Pinnacle Senior
       Credit Facility and the Debt Commitment Letter.

Starting June 14, 2004, Holding will not conduct any operations,
or incur any liabilities or obligations, except as otherwise
provided in the Amended Agreement.  However, Holding may:

   (a) adopt an employee stock purchase plan providing for
       the issuance of an aggregate of up to $5,000,000 in value
       of the Holding's common stock (i) on or about the Closing
       Date, to management employees of the Reorganized Company
       at a price per share based on a $500,000,000 equity value
       of the Reorganized Company and (ii) thereafter to new
       management employees of the Reorganized Company, as
       determined by the Board of Directors of Holding or the
       Compensation Committee, at a price per share equal to the
       fair market value of a share of Holding's common stock as
       determined by Holding's Board of Directors; and

   (b) amend its certificate of incorporation to increase the
       number of its authorized shares of common stock in
       connection therewith.

A free copy of the Amended Plan and Merger Agreement is available
at:


http://www.sec.gov/Archives/edgar/data/1060024/000095017204000084/ny488419.t
xt

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)


BOYD GAMING: Fitch Cuts Ratings Following Coast Acquisition News
----------------------------------------------------------------
Fitch Ratings has downgraded the ratings for Boyd Gaming Corp,
following its agreement to purchase Coast Casinos for $1.3 billion
as follows:

        -- Senior secured bank ratings to 'BB' from 'BB+';
        -- Senior unsecured to 'B+' from 'BB-';
        -- Subordinated debt to 'B' from 'B+';
        -- Rating Outlook Stable.

The acquisition is to be financed with approximately $325 million
in newly issued BYD common stock, with the remainder in cash and
assumed debt. The action reflects the substantial increase in
leverage, heavy near term discretionary spending plans associated
with the combined entity and lack of free cash flow through at
least 2005.

Together with the pending $190 million purchase of Harrah's
Shreveport casino, debt levels at BYD will roughly double to $2.3
billion. The purchase price represents an approximate 7.4 times
multiple of Coast Casinos's 2004E EBITDA of $170 million.
Following the acquisition, pro forma 2004 leverage is projected at
roughly 5.1x versus 2003 leverage of 4.4x, and free cash flow is
estimated to be modestly negative. Projections assume pro forma
2004 property EBITDA of approximately $450 million and capital
spending of $310 million (excluding Borgata projects).

Project capital spending plans for 2004 include a $40 million room
addition at The Orleans and $100 million for the South Coast
Casino construction, $35 million for Delta Downs and $50 million
at Blue Chip. South Coast represents the major capital project at
the new entity, with expenditures of $350 million through 2005.
For 2005, Fitch estimates roughly flat EBITDA of $450 million and
heavier capital spending plans (related to the South Coast
development) which would will necessitate additional debt in $200
million range and a slight increase in leverage.

Estimates exclude the cash flow and debt of the Borgata, which is
non-recourse entity to the parent company. While the asset support
the Borgata provides to the overall credit is viewed as a
positive, recently announced expansion plans at the property, the
magnitude of which have not be disclosed, will likely defer any
potential for cash distributions to the parent company over the
intermediate term.

Details of financing are as yet unclear; however, with the
existing bank facility utilized by the $190 million Shreveport
acquisition, BYD will require access to the capital markets to
finance the cash portion of the transaction and a portion of its
capital expenditure plans. The acquisition is intended to be
financed through a new bank facility and public notes. The
transaction is expected to close sometime in mid-2004 (2Q04).

From a strategic perspective, Fitch views the acquisition as
positive and BYD has a solid track record in its acquisition
activities. The acquisition increases BYD's EBITDA exposure to the
Las Vegas market, which Fitch views as a positive given the
favorable supply and demand fundamentals (restricted supply,
regulatory stability, and strong demographic and population growth
trends). Strong results from the Coast properties also alleviate
some concerns about limited same store growth potential at BYD's
core properties. Results from BYD's core property group were
lackluster in 2003 due to heavy competition and tax increases, and
are expected to remain relatively flat in 2004. Coast is the
second leading Las Vegas operator focused on the steady locals
market, with off-Strip casinos (Gold Coast, The Orleans, and
Suncoast), as well as a Strip property (Barbary Coast). Like BYD's
Stardust property, the Barbary Coast presents a future Strip
redevelopment opportunity.


BUDGET GROUP: Wants Lease Decision Deadline Moved to March 30
-------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Budget
Group Debtors ask the Court to extend their deadline to assume or
reject all of the remaining leases, subleases or other agreements
to which they are a party and that may be considered unexpired
non-residential real property leases, through and including
March 30, 2004.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, reports that the Debtors have made
considerable progress in evaluating their executory contracts and
unexpired non-residential real property leases as part of their
overall Chapter 11 process.  But there may be additional
Unexpired Leases that the Debtors have not yet identified.  Thus,
the Debtors need more time to evaluate their remaining Unexpired
Leases and to ensure that all Unexpired Leases were identified.

Furthermore, Mr. Brady points out that in addition to evaluating
their remaining identified Unexpired Leases, an extension will
allow the Debtors to verify that they identified and evaluated
any other Unexpired Leases and determine if, in fact, each Lease
is properly assumed and assigned or rejected.  Notably, since the
sale of substantially all of their assets, the Debtors continue
to manage and resolve certain administrative, corporate and
bankruptcy issues that accompanied the going concern sale of the
Debtors' multi-billion dollar operations, including myriad issues
arising in connection with their executory contracts and
unexpired leases.

Mr. Brady assures the Court that there should be no prejudice to
the Lessors under the Unexpired Leases if the Court extends their
lease decision deadline.  Pending their election to assume or
reject the Unexpired Leases, the Debtors will perform all of
their obligations arising from and after the Petition Date in a
timely fashion, including payment of postpetition rent due, as
required by Section 365(d)(3) of the Bankruptcy Code.  As a
result, an extension affords the Debtors the maximum flexibility
in their Chapter 11 process while preserving the Lessors' rights
under the Bankruptcy Code.

The Court will convene a hearing on February 17, 2004, to
consider the Debtors' request.  By application of Rule 9006-2 of
the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware, the
Debtors' lease decision period is automatically extended through
the conclusion of that hearing.

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)


CABLETEL COMMS: Establishes Bid Procedures for Proposed Asset Sale
------------------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), the leading
distributor of broadband equipment to the Canadian television and
telecommunications industries, announced that it would consider
proposals for the sale of the Company and/or any of its subsidiary
companies, Allied Wire and Cable Ltd., Stirling Connectors USA and
Stirling Connectors Israel, or operating segments.

In that regard, the Company has established bid procedures for the
submission by interested parties of legally binding offers for the
Company an/or any such assets. The deadline for such submissions
has been set at 5:00 PM EST, February 17, 2004. Bid instructions
can be obtained by contacting Mr. Calven Iwata at (905) 944-3533
or by email at ciwata@cabletelgroup.com. In connection with the
solicitation of bids, the Company has not committed to sell itself
or any of its assets and reserves the right, in its sole
discretion, to reject or modify the terms of any or all bids
submitted.

Cabletel's consideration of the aforementioned sales stems from
the Company's liquidity problems. The Company does not currently
have adequate working capital to meet its current obligations. To
address these issues, the Company has been in continuing
discussions with its senior lender and is actively exploring
various options including (i) raising additional financing through
the issuance of debt or equity securities, (ii) the restructuring
of existing obligations and (iii) selling the Company or certain
of its assets. There can be no assurances that any of these
efforts will be successful and the Company may be required to
consider alternative courses of action including filing a
voluntary petition seeking protection under applicable Canadian
and/or U.S. restructuring laws.

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required to
construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international clients
with proprietary products for deployment in cable, DBS and other
wireless distribution systems. More information about Cabletel can
be found at http://www.cabletelgroup.com/


CALPINE CORP: Commences Tender Offer for 4% Conv. Senior Notes
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced a cash tender offer for the outstanding
principal amount on its 4% Convertible Senior Notes Due
December 26, 2006.

The tender offer will expire at 5:00 p.m. Eastern Standard Time on
March 9, 2004, unless extended or earlier terminated. The tender
offer is not subject to the receipt of any minimum amount of
tenders.

Calpine is purchasing the Notes in order to reduce outstanding
debt and reduce interest expense. The tender offer will be funded
from proceeds from a recently completed private placement of
4-3/4% Contingent Convertible Notes Due 2023. Calpine is offering
to purchase the Notes at a repurchase price equal to their par
value plus accrued and unpaid interest up to, but excluding, the
date the Notes are paid for pursuant to the offer.

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 http://www.calpine.com/


CEDARA SOFTWARE: December Working Capital Deficit Tops C$5-Mil.
---------------------------------------------------------------
CEDARA SOFTWARE CORP. (TSX:CDE/OTCBB:CDSWF), a leading independent
provider of medical technologies for many of the world's foremost
medical device and healthcare information technology companies,
announced financial results for the 2004 fiscal year second
quarter ended December 31, 2003.

Cedara's revenues from continuing operations for the quarter were
$12.1 million, up 47% from the $8.2 million in the same quarter of
the previous year. Net income for the quarter was $3.9 million,
compared to a net loss of $3.9 million in the previous year.
Diluted earnings per share of $0.14 compared to a diluted loss per
share of $0.16 in the previous year.

For the six months ended December 31, 2003, revenues were $22.3
million, up 53% from the $14.6 million in the previous year. Net
income for the six months was $5.6 million, compared to a net loss
of $8.0 million in the previous year. Diluted earnings per share
of $0.20 compared to a diluted loss per share of $0.33 in the
previous year.

During the second quarter ended December 31, 2003, Cedara's
software license revenues rose to $7.1 million, an increase of
$3.7 million over the previous year. This had a positive impact on
overall gross margin, which rose to $9.5 million (79% of revenue)
from $5.2 million (64% of revenue) the previous year. Gross margin
for the six months was 78% of revenue, up from the previous year.

Operating expenses of $5.3 million in the second quarter ended
December 31, 2003 declined by $3.5 million, or 40%, from $8.8
million in the previous year. This decline was due primarily to:

    -   one-time recoveries of $1.2 million against provisions
        taken in earlier periods, including a $0.2 million
        recovery of severance costs and a recovery of $1.0 million
        against provisions for share purchase loans to the former
        CEO and other former employees, as previously disclosed by
        the Company;

    -   severance costs in the previous year amounting to a charge
        of $1.5 million which were not repeated in the current
        period;

    -   lower general and administrative expenses, which declined
        by $0.4 million or 20%.

For the six months ended December 31, 2003 operating expenses were
$11.1 million versus $16.0 million in the previous year, a decline
of $4.9 million or 31%. Excluding the impact of severance costs,
operating expenses declined by $2.7 million or 19%.

"I am extremely pleased to report another quarter of strong
revenue growth and profits," said Abe Schwartz, Cedara's President
and Chief Executive Officer. "The results achieved this quarter
reflect our continued focus on improving the operational
performance of the business."

The company's December 31, 2003, balance sheet discloses a working
capital deficit of about CDN$5 million.

Cedara Software Corp. is a leading independent provider of medical
technologies for many of the world's leading medical device and
healthcare information technology companies. Cedara software is
deployed in hospitals and clinics worldwide -- approximately
20,000 medical imaging systems and 4,600 Picture Archiving and
Communications System (PACS) workstations have been licensed to
date. Cedara is enabling the future of the healthcare industry
with new innovative approaches to workflow, data and image
management, integration, the web, software components and
professional services. The Company's medical imaging solutions are
used in all aspects of clinical workflow including the capture of
patient digital images; the sharing and archiving of images;
sophisticated tools to analyze and manipulate images; and even the
use of imaging in surgery. Cedara is unique in that it has
expertise and technologies that span all the major digital imaging
modalities including angiography, computed tomography (CT), echo-
cardiology, digital X-ray, fluoroscopy, mammography, magnetic
resonance imaging (MRI), nuclear medicine, positron emission
tomography (PET) and ultrasound.


CENTENNIAL COMMUNICATIONS: Completes Two Refinancing Transactions
-----------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) consummated its
previously announced refinancing transactions consisting of a new
$750 million senior secured credit facility and a private
placement of $325 million of 8-1/8% Senior Notes due 2014.

The new senior secured credit facility is comprised of a $600
million, seven-year term loan maturing in 2011 and a $150 million,
six-year revolving credit facility maturing in 2010.

Under the terms of the new senior secured credit facility, term
and revolving loan borrowings will bear interest at LIBOR plus
2.75% and LIBOR plus 3.25%, respectively. The new financings
extend the weighted average maturities of the Company's long-term
debt by over two years and eliminate approximately $600 million in
scheduled amortization payments over the next four years. As a
result of these transactions, the Company's weighted average total
cost of debt will decrease to approximately 7.75%.

Term loan borrowings under the new senior secured credit facility,
together with proceeds of the senior notes, were used to:

-- refinance and replace the Company's existing senior secured
   credit facilities;

-- repurchase all of the Company's outstanding unsecured
   subordinated notes due 2009 which were accruing paid-in-kind
   interest at a rate of 13.0%;

-- repurchase and/or redeem $70 million aggregate principal amount
   of the Company's outstanding $370 million 10.75% senior
   subordinated notes due 2008. A portion of these repurchases
   and/or redemptions may occur over the next 45 days; and

-- pay related fees and expenses.

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

Centennial (S&P, B- Corporate Credit Rating, Negative) is one of
the largest independent wireless telecommunications service
providers in the United States and the Caribbean with
approximately 17.1 million Net Pops and approximately 929,700
wireless subscribers. Centennial's U.S. operations have
approximately 6.0 million Net Pops in small cities and rural
areas. Centennial's Caribbean integrated communications operation
owns and operates wireless licenses for approximately 11.1 million
Net Pops in Puerto Rico, the Dominican Republic and the U.S.
Virgin Islands, and provides voice, data, video and Internet
services on broadband networks in the region. Welsh, Carson
Anderson & Stowe and an affiliate of the Blackstone Group are
controlling shareholders of Centennial. For more information
regarding Centennial, visit its Web sites at
http://www.centennialcom.com/ and  http://www.centennialpr.com/


CONSOL ENERGY: Reports Coal, Gas & Power Production for January
---------------------------------------------------------------
CONSOL Energy Inc. (NYSE: CNX) reports the following production
results for the month of January 2003:

     COAL
(Millions of Tons)          January 2003          January 2002
                                          Continuing     Depleted/
                                          Operations        Sold
Northern Appalachia          4.4             3.9           0.0
Central Appalachia           1.2             1.3           0.0
Midwest/West                 N.M.            N.M.          0.2
Sub-Total                    5.6             5.2           0.2
Total                        5.6                    5.5*

*Totals may not add due to rounding.


                               January 2003   January 2002

     GAS (Billion cubic feet)         4.5            4.2
     ELECTRICITY
      Megawatt Hours                    0          2,108

Note:  All production figures include production from equity
affiliates. Gas production represents gross sales volumes.

Coal production improved in the period-to-period comparison
primarily due to an improvement in production at Mine 84, which
had a fire in the January 2003 period, and improvements in
production at Blacksville 2 Mine.  Coal production from continuing
operations improved 7.7 percent period-to-period while total
production improved 1.8 percent in the same comparison.

Gas production improved 7.1 percent period-to-period because
additional producing wells were drilled. No electricity was
produced during the January 2004 period due to lack of demand for
peak power.

CONSOL Energy Inc. (S&P, BB- Corporate Credit Rating, Negative)is
the largest producer of high-Btu bituminous coal in the United
States. CONSOL Energy has 19 bituminous coal mining complexes in
seven states. In addition, the company is one of the largest U.S.
producers of coalbed methane with daily gas production of
approximately 146.2 million cubic feet from wells in Pennsylvania,
Virginia and West Virginia. The company also has a joint-venture
company to produce natural gas in Virginia and Tennessee, and the
company produces electricity from coalbed methane at a joint-
venture generating facility in Virginia.

CONSOL Energy Inc. has annual revenues of $2.2 billion. It
received the U.S. Department of the Interior's Office of Surface
Mining National Award for Excellence in Surface Mining for the
company's innovative reclamation practices in 2002 and 2003. Also
in 2003, the company was listed in Information Week magazine's
"Information Week 500" list for its information technology
operations. In 2002, the company received a U.S. Environmental
Protection Agency Climate Protection Award. Additional information
about the company can be found at its web site:
http://www.consolenergy.com/


DENNY'S CORP: Will Publish Q4 and YE 2003 Results on February 18
----------------------------------------------------------------
Denny's Corporation (OTCBB: DNYY) announced that its quarterly
conference call for investors and analysts will take place on
Wednesday, February 18, 2004 at 1:00 p.m. EST. During the call
Denny's will review its financial and operating results for the
fourth quarter and year ended December 31, 2003. These results
will be released before the market opens on the same day.

Investors and interested parties are invited to listen to a live
webcast of the conference call. The webcast may be accessed from
the Denny's Web site at http://www.dennys.com/ From the main page
select the "About Us" link and then select the "Investor Info"
link. Now select the "Live Webcast" icon. A replay of the call may
be accessed at the same location later in the day and will remain
available for 30 days.

Denny's is America's largest full-service family restaurant chain,
operating directly and through franchisees 1,630 Denny's
restaurants in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on family dining restaurant operator Denny's Corp. The
corporate credit rating was lowered to 'CCC+' from 'B-'. At the
same time, all ratings were removed from CreditWatch, where they
were placed July 31, 2003. The outlook is negative.

The rating actions are based on Denny's deteriorating operating
performance and cash flow protection measures, as well as Standard
& Poor's heightened concern that continued poor performance will
constrain the company's liquidity.


DUTCHESS MANOR: Brings-In Genova & Malin as Bankruptcy Attorneys
----------------------------------------------------------------
Dutchess Manor, LLC, is seeking permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Genova & Malin as attorneys in this chapter 11 case.

The Debtor tells the Court that it expects Genova & Malin, in its
capacity as counsel, to:

     a. give the applicant legal advice with respect to its
        powers and duties in the continued operation of the
        business and management of the property of the debtor;

     b. take necessary action to void liens against the
        applicant's property;

     c. prepare, on behalf of the applicant, necessary
        petitions, schedules, orders, pleadings and other legal
        papers; and

     d. perform all other legal services for the applicant as
        debtor which may be necessary herein.

The Debtor agrees to pay Genova & Malin $5,000 as an advance
payment on account of fees to be billed at hourly rates of
$210 per hour for partners' time and $95 per hour for paralegals'
time.

Headquartered in Highland, New York, Dutchess Manor, LLC, together
with two of its affiliates, filed for chapter 11 protection on
January 20, 2004 (Bankr. S.D.N.Y. Case No. 04-35143).  Thomas
Genova, Esq., at Genova & Malin represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $5,600,000 in total assets and
$10,000,000 in total debts.


ENRON CORP: Pushing for Approval of Proposed Backbone Settlement
----------------------------------------------------------------
In September 2001, to facilitate the sale of certain fiber to
Qwest Communications Corporation, Enron Broadband Services, Inc.
and Backbone Trust I entered into a Termination Agreement dated
as of September 30, 2001, pursuant to which, among other things,
the IRU Agreement between EBS and Backbone I was terminated.

In consideration for the transactions contemplated by the
Termination Agreement, Bank of America, N.A. issued a $47,401,100
Irrevocable Standby Letter of Credit No. 3041002 for Backbone I's
benefit.  Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP,
in New York, reports that Bank of America honored the Letter of
Credit presentation on April 1, 2002 and remitted $47,401,100 to
Backbone I.

Upon the Committee's request, and pursuant to a Stipulation and
Consent Order dated June 11, 2002, the LC Proceeds were placed in
escrow by Backbone I in accordance with the provisions of an
escrow agreement between Backbone I and Wilmington Trust Company,
as escrow agent.  Pursuant to the Stipulation dated November 13,
2002, the Escrow Agent released the LC Proceeds and all interest
accrued thereon to ABN Amro Bank, N.V., as the holder of a Class
A Interest of Backbone I and as administrative agent under the
Backbone II Credit Facility, and Fleet National Bank in its
capacity as lender to Backbone Trust II under the Backbone II
Credit Facility.

As a condition of the Escrow Agent releasing the LC Proceeds and
interest pursuant to the Release Order, these letters of credit
were issued:

   (i) a letter of credit issued by ABN amounting to $2,971,737
       for the benefit of Enron Corp.;

  (ii) a letter of credit issued by ABN amounting to $22,006,292
       for the benefit of Enron; and

(iii) a letter of credit issued by Fleet amounting to
       $22,601,195 for the benefit of Enron.

After extensive arm's-length negotiations, these parties agree to
enter into a Settlement Agreement:

   -- Enron,
   -- EBS,
   -- Enron Broadband Services, LP,
   -- Fleet,
   -- Backbone I,
   -- Backbone II,
   -- Wilmington, and
   -- ABN.

The parties agree that:

   (a) Enron may partially draw on the ABN Letters of Credit
       $6,457,225 and Fleet will pay to Enron $5,842,775;

   (b) For a period of three years after execution of the
       Settlement Agreement, Enron will indemnify ABN and Fleet,
       in an amount not to exceed the Settlement Payment,
       arising out of claims made by LJM2, LJM-B2 or any of
       their affiliates, successors or assigns in connection
       with the Backbone Transactions;

   (c) On the Closing Date, Enron will return the undrawn Fleet
       Letter of Credit to Fleet and the partially drawn ABN
       Letters of Credit as required under the ABN Letters of
       Credit draw conditions;

   (d) Each of the parties mutually releases each other of all
       claims relating to the Backbone Transaction; and

   (e) Each proof of claim filed by any party to the Settlement
       Agreement against any Enron Party in connection with the
       Backbone Transaction will be deemed irrevocably withdrawn
       with prejudice, and to the extent applicable, expunged
       and disallowed in their entirety.

Mr. Sosland contends that the Settlement is fair and reasonable
because without it, the Enron Parties would need to commence
adversary or other proceedings to draw on the Letters of Credit.
These proceedings would require extensive judicial intervention
to resolve the disputes, with an uncertain outcome.  Moreover,
the litigation would be costly, time-consuming and distracting to
management and employees alike.  Mr. Sosland notes that the
settlement is the product of arm's-length and good faith
negotiations among the Parties.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to approve the Settlement
Agreement. (Enron Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ENRON: Asks Court to Approve Northern Natural Settlement Pact
-------------------------------------------------------------
Pursuant to Sections 363 and 365 of the Bankruptcy Code and Rule
9019 of the Federal Rules of Bankruptcy Procedure, Enron North
America Corporation asks the Court to approve its settlement with
Northern Natural Gas Company in satisfaction of the parties'
obligations under various contracts, including these Terminated
Contracts:

   (i) a Compression Services Agreement (Hubbard Station), dated
       June 29, 2000, as amended by Letter Agreement dated
       March 29, 2002, as further amended by Amendment No. 1
       dated November 1, 2003;

  (ii) First Amended and Restated Operation and Maintenance
       Agreement dated November 1, 1997; and

(iii) Operation and Maintenance Agreement dated March 31, 1995,
       as amended by a First Amended to Operation and
       Maintenance Agreement dated December 7, 1995.

Under the Compression Services Agreement, ENA agreed to provide
compression services -- horsepower capacity and related
horsepower hours to produce natural gas flow -- for Northern's
pipeline system.  To perform its obligations under the
Compression Services Agreement, ENA is also a party to these
Assigned Contracts:

   (1) Agreement for Purchase of Power, effective as of
       March 31, 1995 with Midland Power Cooperative, as amended
       on September 26, 1995, November 19, 1997 and June 8, 2002;
       and

   (2) Master Lease Agreement, dated March 31, 1995, with
       General Electric Capital Corporation, including certain
       schedules, addenda and related amendments.

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP,
in New York, reports that ENA conducted a review of its
operations and decided to enter into a Settlement and Assumption
Agreement and Mutual Release dated November 10, 2003 with
Northern to:

   (a) settle all matters between them with respect to the
       Terminated Contracts and to release each other from all
       claims, obligations and liabilities thereunder; and

   (b) assume and assign the Assigned Contracts to Northern.

Pursuant to the Settlement Agreement, Northern will pay to ENA
$3,000,000 as settlement payment and will reimburse ENA for
amounts payable by ENA to the counterparties under the Assigned
Contracts for the balance of the month in which the closing of
the Settlement Agreement occurs after December 31, 2003.  The
Settlement Agreement contains a mutual waiver and release under
which ENA and Northern agree to waive, release and forever
discharge each other from any and all claims related to the
Terminated Contracts.

Moreover, pursuant to the Settlement Agreement, ENA will assume
and assign the Assigned Contracts to Northern.  Excepted from the
assignment of the Assigned Contracts are the rights, claims and
liabilities relating to ownership or use of the Assigned
Contracts based on events occurring prior to the Assignment
Effective Date, including claims for overpayments or refunds of
costs, taxes and expenses attributable to periods prior to the
Assignment Effective Time.  As of the Assignment Effective Time,
Northern will assume and agree to pay, perform and discharge when
due all liabilities related to ownership or use of the Assigned
Contracts from periods after the Assignment Effective Time.  All
ad valorem, real property and personal property taxes associated
with the Assigned Contracts will be apportioned as of the
Assignment Effective Time, with ENA being liable for all these
taxes for periods prior to the Assignment Effective Time and
Northern being liable for all the these taxes afterwards.

Mr. Ryder informs the Court that the Settlement Agreement
provides that as a condition precedent to Northern's obligations
to consummate the Settlement Agreement, ENA will have obtained
the consent of the counterparties to the Assigned Contracts of
ENA's assumption and assignment of the Assigned Contracts to
Northern.  In the alternative, the counterparties will be
compelled to accept the assignment and assumption of the Assigned
Contracts in conjunction with the Court's approval of the
Settlement Agreement.

To date, Mr. Ryder reports that ENA has solicited but not
obtained the consent of Midland or GECC to its assumption and
assignment of the Assigned Contracts.

Mr. Ryder assures the Court that the Settlement Agreement
provides positive benefits to ENA.  ENA maintains all operational
risks associated with the Compression Services Agreement,
including forward gas curve volatility and power price increases.
The Compression Services Agreement does not require Northern to
accept fixed amounts of compression services from ENA.  Northern
recently indicated that it did not intend to take further
compression services from ENA because of capacity turnbacks and
alternative compression services available on Northern's pipeline
system.  The Settlement Agreement will enable ENA to receive a
fairly sizeable cash payment to avoid pricing and capacity
uncertainty on the Terminated Contracts and further obligations
and liability on the Assigned Contracts.

Moreover, Mr. Ryder points out, with the Settlement Agreement,
the parties resolve all issues relating to the Terminated
Contracts without resorting to litigation and incurring further
expense.  ENA and Northern have negotiated the Settlement
Agreement in good faith and at arm's length.

According to Mr. Ryder, Northern is a creditworthy company with a
BBB1 rating and is owned by MidAmerican Holdings, Inc., a wholly
owned subsidiary of Berkshire Hathaway, Inc.  Thus, Northern has
the ability to perform its obligations adequately on the Assigned
Contracts. (Enron Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FINOVA GROUP: Repays Berkadia Loan & May Default on Senior Notes
----------------------------------------------------------------
The FINOVA Group Inc. (OTC Bulletin Board: FNVG) announced that
its principal operating subsidiary, FINOVA Capital Corporation,
has fully repaid its $5.6 billion loan from Berkadia LLC, a joint
venture between Berkshire Hathaway, Inc. and Leucadia National
Corporation.

The loan was received in August 2001 in conjunction with FINOVA's
emergence from bankruptcy.  The Berkadia loan was scheduled to
mature in 2006 but was repaid earlier due to accelerated
collections from FINOVA's liquidating portfolio.

Although the Berkadia loan has been repaid, FINOVA remains
obligated to repay the $3.0 billion principal balance outstanding
on its 7.5% Senior Secured Notes. Beginning May 15, 2004, in
accordance with the terms of the Indenture governing the Senior
Notes, the Company will use any excess cash, as defined in the
Indenture, to make semi-annual principal payments on the Senior
Notes. The Company, however, does not believe that it has
sufficient assets to fully repay this debt, and the Indenture
prohibits the Company from engaging in new business. Therefore,
FINOVA intends to rely on the liquidation of its remaining assets
as its only meaningful source of cash.

Shareholders should not expect any payments or distributions from
FINOVA. The Indenture contemplated that once principal payments on
the Senior Notes had begun, FINOVA's shareholders would receive a
distribution equal to 5.263% of each principal repayment. However,
the Indenture prohibits FINOVA from making distributions to
shareholders if they would "render the Company insolvent, would be
a fraudulent conveyance . . . or would not be permitted to be
made...under applicable law."  Given the Company's significant
negative net worth (approximately $784.2 million at September 30,
2003, or $1.4 billion if the Senior Notes are considered at their
principal amount due) and its belief that the Senior Notes will
not be fully repaid, FINOVA intends to retain an amount equal to
the shareholder distribution contemplated by the Indenture until
such time, if ever, that it is no longer restricted from making a
distribution to its shareholders or until it is required to use
the cash to satisfy its debt obligations.

FINOVA believes that it will be unable to fully repay its senior
debt and that it is unlikely that it will be able to make
distributions on its common stock. Consequently, investing in the
Senior Notes and Common Stock involves a high level of risk.

The Management Agreement between FINOVA and Leucadia National
Corporation was not affected by the repayment of the Berkadia
loan, and Leucadia will continue to manage the operations of
FINOVA pursuant to that agreement, which expires in 2011.

To help maintain the stability of its workforce throughout the
remainder of the liquidation, FINOVA's Board of Directors approved
the establishment of two grantor trusts to secure the company's
severance and bonus obligations to all remaining employees. These
trusts, which secure existing severance and bonus plans and do not
increase the Company's obligations to its employees, were funded
in November 2003 with approximately $24 million.

The FINOVA Group Inc., through its principal subsidiary, FINOVA
Capital Corporation, is a financial services company based in
Scottsdale, Arizona.

The FINOVA Group's 7.500% bonds due 2009 are currently trading at
about 65 cents-on-the-dollar.


FOSTER WHEELER: Gets Commitment for $120 Million of New Financing
-----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced actions last week in
support of its goal to restructure the Company's balance sheet.  A
number of institutional investors have committed to provide $120
million in new financing to the company to replace its current
term loan and revolving credit facility. In addition, the Company
has discontinued its previously announced plans to divest one of
its European operating units.

The new financing will be in the form of senior secured notes due
2011, replacing the funded bank debt that is due in 2005. The
institutional investors that have committed to participate in the
new financing are also members of the ad hoc bondholders committee
that is currently negotiating with the Company on the terms of its
proposed equity for debt exchange offer and that the Company
expects to participate in the exchange offer, pending finalization
of terms and clearance by the Securities and Exchange Commission
(SEC) and state securities commissions. The commitment for new
financing is contingent upon the Company completing such proposed
equity for debt exchange and other customary conditions being met,
in each case on terms satisfactory to the investors.

"We appreciate the interest that these investors are showing in
Foster Wheeler through the commitment of this new capital and
their willingness to consider exchanging existing debt for equity
in the newly capitalized company," said Raymond J. Milchovich,
chairman, president and chief executive officer. "This commitment
represents the critical first step toward the completion of our
balance sheet restructuring and is expected to provide important
financial flexibility as we move ahead. We now look forward to the
successful completion of our equity for debt exchange and the
significant balance sheet improvement that is anticipated."

"During the past year we have seen a significant operational and
financial turnaround of our North American operations," continued
Mr. Milchovich. "This improvement combined with the anticipated
financial benefits of the equity for debt exchange enables us to
officially discontinue previously announced plans to divest one of
our European operating units. Even though we received several
attractive offers, we believe that the future Foster Wheeler
portfolio is much stronger if we retain all of our existing
businesses. Also, we no longer anticipate the need for the sale of
a major asset in order to provide adequate domestic liquidity and
complete our balance sheet restructuring. I am very pleased by
these positive developments that have been enabled by the
improvement in the company's operating performance."

The company has filed a registration statement with the SEC, which
outlines certain proposed terms of the equity for debt exchange
offer for certain of its securities. The closing of the exchange
offer is subject to, among other things, clearance of the
registration statement by the SEC and state securities
commissions, and attaining certain minimum participation
thresholds.

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining, oil
and gas, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries. The corporation is based
in Hamilton, Bermuda, and its operational headquarters are in
Clinton, New Jersey, USA. For more information about Foster
Wheeler, visit its Web site at http://www.fwc.com/ Foster
Wheeler's balance sheet shows the company is insolvent, with
liabilities exceeding assets by nearly $900 million at
September 26, 2003.


GIANT INDUSTRIES: Inks Crude Oil Supply Agreement with Statoil
--------------------------------------------------------------
Giant Industries Inc. (NYSE: GI) and Statoil Marketing and Trading
(USA) Inc., entered into a long-term crude oil supply agreement.

Under the terms of the agreement, Statoil will commence supplies
of acidic crude oil in late February to Giant's Yorktown refinery.
Following metallurgical upgrades that are scheduled to take place
in the third quarter of this year, the supply will substantially
increase. Statoil will supply a significant proportion of Giant's
Yorktown refinery's crude oil needs over the five-year term of the
agreement.

Fred Holliger, Giant's CEO, said, "We have been working with
Statoil for the past several months on the terms of this agreement
and we are very pleased to announce this major event today. The
opportunity to develop a long-term crude oil supply relationship
with Statoil is very exciting for all of Giant's stakeholders."

Holliger continued, "The signing of this agreement is the
completion of another significant goal that we have had in our
strategic plan since the acquisition of our Yorktown refinery.
When we acquired Yorktown, the ability to process higher acid
crude oil was an opportunity that we believed could reduce crude
oil costs, improve the high-value product output and contribute
significantly to higher earnings. This agreement accomplishes
these goals. The agreement is structured to meet our strategic
objectives, improve our competitiveness and reduce the impact of
crude oil markets' pricing volatility."

Luann Smith, president of Statoil Marketing and Trading (US) Inc.,
said: "We are very pleased to have concluded this long-term
agreement with Giant. We look forward to a mutually beneficial
relationship."

Giant Industries Inc. (S&P, B+ Corporate Credit Rating, Negative),
headquartered in Scottsdale, Ariz., is a refiner and marketer of
petroleum products. Giant owns and operates one Virginia and two
New Mexico crude oil refineries; a crude oil gathering pipeline
system based in Farmington, N.M., which services the New Mexico
refineries; finished products distribution terminals in
Albuquerque, N.M., and Flagstaff, Ariz.; a fleet of crude oil and
finished product truck transports; and a chain of retail service
station/convenience stores in New Mexico, Colorado and Arizona.
Giant is also the parent company of Phoenix Fuel Co. Inc., an
Arizona wholesale petroleum products distributor. For more
information, visit Giant's Web site at http://www.giant.com

Statoil Marketing and Trading (US) Inc., located in Stamford,
Conn., is a wholly owned subsidiary of Statoil A.S. Statoil is a
major supplier of crude oil, LPG, condensate and gasoline to the
United States and the east coast of Canada. Its portfolio of
acidic crudes include the Norwegian Heidrun and Grane fields, and
will be supplemented by increases in its international asset
portfolio. For more information, please visit Statoil's Web site
at http://www.statoil.com/


GREAT POINT CLO: Fitch Affirms Low-B Rating on Class B-2C Notes
---------------------------------------------------------------
Fitch Ratings affirms five classes of notes issued by Great Point
CLO 1999-1, Ltd. These affirmations are the result of Fitch's
annual review process. The following rating actions are effective
immediately:

        -- $286,000,000 class A-1 notes 'AAA';
        -- $38,200,000 class A-2 notes 'AA-';
        -- $31,000,000 class A-3 notes 'A-';
        -- $11,500,000 class B-1L notes 'BBB-';
        -- $11,000,000 class B-2C notes 'BB-'.

Great Point is a collateralized loan obligation managed by Sancta
Advisors, Inc., which closed May 26, 1999. Fitch has reviewed in
detail the portfolio performance of Great Point. In conjunction
with this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

Great Point has experienced some credit deterioration since
inception, which is illustrated by a reduction in the collateral
coverage and failing weighted average rating test. Since the
effective date, the overcollateralization levels have deteriorated
by approximately 4%. As of the January 2, 2004 trustee report, the
portfolio had approximately 3% in defaulted securities and
approximately 12% in securities rated 'CCC+' or lower (excluding
defaults). Although the portfolio has experience migration, Great
Point is passing its class A and class B OC tests, as well as its
interest coverage test.

Great Point has offset this deterioration and is performing
relatively well due to the deal's structural features,
specifically the additional OC test, and the active attention of
the asset manager. The additional OC test diverts interest
proceeds after all notes have received current interest to
purchase additional collateral. The additional OC test was
utilized in several pay periods during 2001 and 2002, allowing the
structure to remain fully funded. Great Point also benefits from a
diversified collateral pool, a low principal cash balance of
approximately $9.9 million, and a strengthening economic
environment. Sancta has managed the portfolio's cash balance well,
with only 2.5% of proceeds un-invested during market conditions
where loan supply is limited. Great Point's re-investment period
will end June 15, 2004 at which point trading will be restricted
to the sale of collateral.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that the original ratings
assigned to the notes still reflect the current risk to
noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


HASBRO INT'L: Q4 and FY 2003 Results Reflect Strong Performance
---------------------------------------------------------------
Hasbro, Inc. (NYSE: HAS) announced strong sales and earnings
growth for its 2003 full year and fourth quarter.

For the year, the Company reported earnings before cumulative
effect of accounting change of $175.0 million or $0.98 per diluted
share, compared to earnings before cumulative effect of accounting
change of $75.1 million or $0.43 per diluted share for 2002. The
Company reported net earnings of $157.7 million or $0.88 per
diluted share in 2003, compared to a net loss of $170.7 million or
$0.98 per diluted share in 2002. For the fourth quarter, the
Company reported net earnings of $76.6 million or $0.43 per
diluted share, compared to $62.2 million or $0.36 per diluted
share last year.

"I am particularly pleased we achieved our financial goals during
a year in which we also took a number of significant actions to
improve future profitability," said David Hargreaves, Chief
Financial Officer.

"Some of these actions required charges in the fourth quarter. The
most significant charges were severance payments related to the
cessation of toy manufacturing operations at our Valencia, Spain
facility of $18.4 million, and charges for exiting leases and
severance for employees of the remaining Wizards of the Coast
retail stores of $14.0 million. The Company also incurred
inventory and tooling obsolescence, as well as administrative
expenses related to these operations that are considered part of
the normal course of business," Hargreaves continued.

"In addition, we had a $20.3 million charge related to the
December bond tender offer, primarily comprised of the premium we
paid to bondholders that participated in our tender offer. The
bankruptcy filing of K-B Toys did not have a significant impact on
our fourth quarter results," Hargreaves concluded.

For the year, worldwide net revenues grew 11.4% to $3.1 billion,
compared to $2.8 billion a year ago. For the fourth quarter, the
Company reported worldwide net revenues of $1.1 billion, up 12.7%
compared to $997.4 million a year ago.

"Our focus on new product innovation and core brands drove strong
growth in 2003," said Alfred J. Verrecchia, President and Chief
Executive Officer. "We did very well absent the favorable impact
of foreign exchange and up against difficult comparisons related
to Star Wars and other movie properties. We continue to believe
over time, we can grow revenue between three to five percent per
year. Equally important, we expect to deliver operating margins of
12% or better by the end of 2005," Verrecchia concluded.

Revenues in the U.S. Toys segment were $1.1 billion for the year
and $318.9 million for the quarter, an increase of 6.2% and 10.4%
over 2002, respectively. Full year operating profit increased
21.6% to $92.0 million, compared with $75.7 million last year. The
segment experienced strength in many brands, including BEYBLADE,
TRANSFORMERS, PLAYSKOOL and VIDEONOW, as well as continuing strong
sales of FURREAL FRIENDS, including GO GO MY WALKIN' PUP.

Revenues in the Games segment were $804.5 million for the year and
$293.5 million for the quarter, an increase of 8.8% and 9.1% over
2002, respectively. Full year operating profit increased to $175.3
million, compared with $124.5 million last year, an increase of
40.8%. The segment experienced strength in many brands and
products, including MONOPOLY, TRIVIAL PURSUIT, TWISTER and MAGIC:
THE GATHERING trading card games.

International segment revenues were $1.2 billion for the year and
$477.2 million for the quarter, an increase of 22.0% and 21.7%
over 2002, respectively. This increase includes the positive
impact of foreign exchange of approximately $127.9 million for the
year and $55.7 million for the quarter. Absent this impact,
revenues increased 8.8% for the year to $1.1 billion and increased
7.5% for the quarter to $421.5 million. Full year operating profit
increased significantly to $91.3 million, compared with $5.2
million last year. The segment experienced strength in board games
and many other brands, including BEYBLADE, MAGIC: THE GATHERING
trading card games, TRANSFORMERS and PLAYSKOOL.

The 2003 full year results include the cumulative effect of a
change in accounting principle related to the adoption of FASB
Statement No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity." As a result
of adopting this statement, Hasbro recorded a one-time non-cash
charge from the cumulative effect of this accounting change
totaling $17.4 million, or $0.10 per diluted share, in the
consolidated statement of operations for 2003. In addition to the
cumulative effect, year to date the Company had an after tax
charge of $13.6 million or $0.08 per diluted share related to the
adjustment of certain warrants to their fair value. The Company
will continue to adjust these warrants to fair value through
earnings each quarter. The 2002 full year results included a
$245.7 million or $1.42 per diluted share, net of tax non-cash
charge as a cumulative effect of a change in accounting principle
related to the adoption of FASB Statement No. 142 "Goodwill and
Other Intangibles".

Full Year Earnings Before Interest, Taxes, Depreciation and
Amortization (EBITDA) was $460.6 million, compared to $365.4
million last year. The attached schedules provide a reconciliation
of EBITDA to net earnings for the fourth quarter and year to date.

Hasbro (Fitch, BB Senior Unsecured Debt, Stable) is a worldwide
leader in children's and family leisure time and entertainment
products and services, including the design, manufacture and
marketing of games and toys ranging from traditional to high-tech.
Both internationally and in the U.S., its PLAYSKOOL, TONKA, SUPER
SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER and WIZARDS OF THE
COAST brands and products provide the highest quality and most
recognizable play experiences in the world.


HAYES LEMMERZ: Caps Price of 10.8 Million Shares Offering
---------------------------------------------------------
Patrick C. Cauley, Hayes Lemmerz International, Inc. General
Counsel and Secretary, discloses in a February 3, 2004 regulatory
filing with the Securities and Exchange Commission that the
Company is offering 10,800,000 shares of Hayes common stock.

Of the 10,800,000 shares being offered:

   -- Hayes will sell 5,453,017 shares, or 7,073,017 shares if
      the underwriters exercise their over-allotment option in
      full; and

   -- AP Wheels, LLC, a stockholder, will sell 5,346,983 shares.

Trading on the Nasdaq National Market under the symbol "HAYZ",
Mr. Cauley notes that on February 2, 2004, the reported sale
price of Hayes common stock on the Nasdaq National Market was
$18.41 per share.  Underwriters are given a 30-day option to
purchase 1,620,000 in aggregate additional shares of the common
stock to cover over-allotments, if any.

According to Mr. Cauley, 35,453,017 shares of common stock will
be outstanding after the offering, or 37,073,017 shares if the
underwriters exercise their over-allotment option in full.  This
is based on the number of shares outstanding as of February 2,
2004, and excludes:

   * 455,399 shares of Hayes common stock issuable upon the
     exchange of shares of HLI Preferred Stock, based on exchange
     rights at February 2, 2004;

   * 957,447 shares of Hayes common stock issuable upon the
     exercise of Hayes' Series A Warrants outstanding as of
     February 2, 2004 at an exercise price of $25.83 per share;

   * 957,447 shares of Hayes common stock issuable upon the
     exercise of Hayes' Series B Warrants outstanding as of
     February 2, 2004 at an exercise price of $25.83 per share;

   * 3,470,296 shares of Hayes common stock issuable in
     connection with outstanding stock options, restricted stock
     units and other awards under Hayes' Critical Employee
     Retention Plan and Long-Term Incentive Plan; and

   * 480,193 shares of Hayes common stock reserved for future
     awards under the company's Long-Term Incentive Plan.

Based on an $18.41 assumed public offering price, Hayes expects
to receive net proceeds of $94,900,000 from the sale of the
5,453,017 shares.  If the underwriters' over-allotment option is
exercised in full, Hayes expects to receive an additional
$28,200,000 of net proceeds.  Hayes will not receive any of the
proceeds from the sale of shares by AP Wheels, Mr. Cauley says.

Mr. Cauley explains that, as of October 31, 2003, Hayes had
$448,900,000 outstanding under the Term Loan Facility.  The Term
Loan Facility currently bears interest at the LIBOR rate plus
3.75%, or the alternate base rate plus 2.75%.  Hayes issued
Senior Notes and entered into a New Credit Facility in connection
with the company's emergence from bankruptcy to fund a portion of
the payments required under Hayes' Reorganization Plan.

Hayes intends to use:

   -- $25,000,000 of the offering's net proceeds to redeem
      $22,600,000 in outstanding 10-1/2% Senior Notes due 2010,
      which matures on June 15, 2010, at a redemption price equal
      to 110.5% of their principal amount, plus accrued and
      unpaid interest;

   -- $52,400,000 or 75% of the net proceeds to repay $51,900,000
      in outstanding indebtedness under the six-year Term Loan
      Facility under the New Credit Facility, which matures on
      June 3, 2009, plus accrued and unpaid interest; and

   -- the remaining $16,000,00 for general corporate purposes.

A free copy of Hayes' Registration Statement is available at the
Securities and Exchange Commission:

http://www.sec.gov/Archives/edgar/data/1237941/000095012404000291/k80470a4sv
3za.htm
(Hayes Lemmerz Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HERITAGE PRINTING: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Heritage Printing & Graphics, Inc.
        P.O. Box 1959
        22725 Washington Street
        Leonardtown, Maryland 20650

Bankruptcy Case No.: 04-12362

Type of Business: The Debtor provides graphic design, computer-
                  to-plate (CTP) prepress, offset printing in
                  single, multiple and process color, short run
                  digital color imaging, as well as a complete
                  bindery & mailing facility.
                  See http://www.hpgraphics.com/

Chapter 11 Petition Date: February 2, 2004

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtor's Counsel: James A. Vidmar, Jr., Esq.
                  Linowes and Blocher
                  7200 Wisconsin Avenue, Suite 800
                  Bethesda, MD 20814-4842
                  Tel: 301-961-5126

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Bank of America                             $58,094

Margaret Taylor                             $54,029

Joseph Gass, Jr.                            $53,431

W.R. Blair, Irrevocable Trust               $35,443

Lindenmyer Munroe                           $30,432

MBNA                                        $21,932

Fleet                                       $20,212

RIS Paper Company                           $16,959

Steven Gass                                 $12,500

American Express                            $10,172

Bank One                                     $9,275

Citi                                         $8,530

G.E. Richards Graphic Supplies               $7,650

Pitman Company                               $3,848

General Machine                              $1,780

JDL and Associates                           $1,340


JACKSON PRODUCTS: Court Schedules Jan. 28 Confirmation Hearing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri,
Eastern Division, scheduled a combined hearing to consider
approval of Jackson Products, Inc.'s Disclosure Statement and
confirmation of the Company's prepackaged Chapter 11 Plan.

The Combined Hearing is scheduled for January 28, 2004 at 10:00
a.m., before the Honorable Barry S. Schermer in the United States
Bankruptcy Court, Thomas F. Eagleton U.S. Courthouse, 111 South
Tenth Street, Court Room 5 N, Fifth Floor, St. Louis, Missouri
63102.

Objections, if any, to the adequacy of the Disclosure Statement
and confirmation of the Plan, to be deemed timely-filed, must be
received no later than January 27, 2004, by the Court and served
on:

      (i) Counsel to the Debtors
          Gallop, Johnson & Neuman, L.C.
          Attn: Peter D. Kerth, Esq.
          101 S. Hanley, Suite 1600
          St. Louis, Missouri, 63105
          facsimile 314-615-6001

                   and

          proposed special counsel
          Vinson & Elkins L.L.P.
          Attn: William L. Wallander, Esq.
          3700 Trammell Crow Center, 2001 Ross Avenue
          Dallas, Texas 75201-2975
          facsimile: 214-220-7716, and

     (ii) Office of the United States Trustee
          Attn: Peter Lumaghi, Esq. and Leonora Long, Esq.
          Thomas F. Eagleton U.S. Courthouse, 111 South
          10th Street, Suite 6353
          St. Louis, Missouri 63102
          facsimile: 314-539-2990, and

    (iii) counsel to any official statutory committee appointed
          in the Debtors' Cases.

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


LAIDLAW INC: Amends CEO Kevin E. Benson's Employment Agreement
--------------------------------------------------------------
Laidlaw International, Inc.'s Chairman of the Human Resource and
Compensation Committee, Richard P. Randazzo, reports that the
company's Employment Agreement with Chief Executive Officer Kevin
E. Benson was amended, effective as of November 19, 2003.

Mr. Benson's Employment Agreement was amended to provide that Mr.
Benson will be eligible to participate in Laidlaw's Short Term
Incentive Plan.  For fiscal years commencing September 1, 2002
and thereafter, Mr. Benson's target bonus will be 100% of Base
Salary, and the maximum bonus will be 200% of Base Salary.

Mr. Benson's right to receive any bonus under the Short Term
Incentive plan will be determined based only on measurements
established by the Committee after consultation with Mr. Benson,
and as set forth in accordance with Laidlaw's Short Term
Incentive Plan, Mr. Randazzo says. (Laidlaw Bankruptcy News, Issue
No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


LESLIE FAY: Auctioning-Off Company's Trademarks on Thursday
-----------------------------------------------------------
Leslie Fay Licensing Enterprises Corp. will conduct an auction of
its trademarks on February 12, 2004.  The trademarks (and all
related derivations) that are to be included in the auction are
LESLIE FAY, JOAN LESLIE, DAVID WARREN, D.W. STUDIO, RIMINI,
REGGIO, OUTLANDER, PERSONAL and other brand names.

                 SELECTED BRAND DESCRIPTIONS:

                          LESLIE FAY

Leslie Fay is one of the most recognized brand names in dresses
and women's sportswear, achieving peak sales of approximately $400
million in the mid 1990s. The Leslie Fay name is synonymous with
versatile, stylish women's apparel. The brand targets a wide
demographic, with the typical customer being 45 to 55 years of
age.

                          JOAN LESLIE

Joan Leslie is a line of women's classic coordinated career and
casual sportswear with a focus on comfort and ease of care. Joan
Leslie is sold primarily to Dillard's Department Stores. Prior to
the winding up of the company's operations, Joan Leslie products
were anticipated to generate approximately $35 million per year in
net sales volume.

           DAVID WARREN, D.W. STUDIO, RIMINI AND REGGIO

David Warren, d.w. studio, Rimini and Reggio are company
trademarks licensed to a single third party apparel company with a
guaranteed minimum royalty stream over the next three years.

David Warren is a collection featuring sophisticated one- and
two-piece dresses and suits for both work and casual environments.
The brand is sold through better department stores and specialty
stores.

d.w. studio is a brand extension of the David Warren line. The
first collection debuted exclusively at J.C. Penney for Spring
2003 Rimini is a collection that offers social, special-occasion,
cocktail and "mother-of-the-bride" dresses, suits and separates.
The collection is sold nationwide through better department stores
and specialty stores.

Reggio is a well-known name in dresses.

For additional bidding-related information, contact Chris Davino
or David Inauen at Financo, Inc., at 212-593-9000.


LTV CORP: Administrative Committee Hires Deloitte & Touche LLP
--------------------------------------------------------------
The Official Committee of Administrative Claimants of The LTV
Debtors seeks the Court's authority to retain Deloitte & Touche
LLP as its financial advisors, effective January 14, 2004.

Deloitte will provide financial and forensic accounting services
and assistance in connection with the representation of the ACC's
interest through the remainder of the Chapter 11 cases.
Specifically, Deloitte will:

       (1) assist and advise the Administrative Committee
           concerning potential director and officer claims;

       (2) attend and participate in appearances before the
           Court; and

       (3) provide other services as requested by the Committee
           or its counsel and agreed to by Deloitte.

Deloitte will charge its regular hourly rates in performing the
services.  The firm's hourly rates are:

      Hourly Range     Professional Position
      ------------     ---------------------
      $285 to 650      Partners, principals and directors
       225 to 510      Managers and senior managers
       150 to 335      Consultants and senior consultants
        75 to 100      Other paraprofessionals

                           Disinterestedness

Robert Brias, a Manager at Deloitte, ascertains that Deloitte is
disinterested within the meaning of the Bankruptcy Code, and
neither has nor represents any interest adverse to the Committee
or these estates in the matters for which Deloitte is to be
retained.  However, from time to time, Deloitte or its affiliates
have provided, may currently provide, and may in the future
continue to provide professional services to certain of the
Debtors' creditors or other parties-in-interest in matters
unrelated to the Chapter 11 cases.  In particular, Deloitte has
provided or provides audit, tax and consulting services to:

       (i) certain of the Debtors' current financing sources,
           including J.P. Chase Morgan, Abbey National, Caisse
           National de Credit Agricole, Ginnie Mae, GMAC, Key
           Bank, National City Bank and PNC Bank;

      (ii) U.S. Bank, one of the Debtors' known bondholders;

     (iii) certain of the Debtors' major creditors, including
           CSX, Shiloh Industries, Stein Distributing, and TAC
           Manufacturing;

      (iv) certain of the Debtors' professionals and joint
           venture partners, including Bank of America, a
           Deloitte client and very significant capital lender
           to Deloitte or its affiliates and to their members;
           Sumitomo Metals USA; and The Blackstone Group.
           In addition, certain of the Debtors' lenders
           provided financing to Deloitte or its individual
           partners or principals, including HSBC, J.P. Chase
           Morgan, Fleet Bank, now known as Fleet-Boston,
           Harris Bank and Citibank, now part of Citigroup,
           Key Bank, National City Bank, and PNC Bank; and

       (v) Reed Smith, former counsel for the Unsecured
           Creditors' Committee and current counsel for the
           Administrative Committee.

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)


LTX CORP: Fiscal Second-Quarter Net Loss Narrows to $1.4 Million
----------------------------------------------------------------
LTX Corporation (Nasdaq: LTXX), a leading provider of
semiconductor test solutions, announced financial results for its
fiscal second quarter ended January 31, 2004.

The results exceeded the Company's guidance and showed significant
improvement from the Company's performance in the previous fiscal
quarter.

Sales for the quarter were $58,415,000, up 25% from prior quarter
sales of $46,619,000 and up 115% from the same quarter a year ago.
Net loss for the quarter was $1,435,000, or $0.03 per share on a
GAAP basis, compared to a net loss for the 2004 first fiscal
quarter of $9,806,000, or $0.19 per share on a GAAP basis. Sales
were $27,011,000 for the second quarter of fiscal year 2003 and
net loss was $22,877,000, or $0.46 per share on a GAAP basis,
including reorganization costs of $3,603,000 or $0.07 per share.
Orders for the second quarter of fiscal 2004 were $73.2 million
yielding a book-to-bill ratio of 1.25 to 1.

Roger W. Blethen, chairman and chief executive officer, said,
"While still in the early stages of this new growth cycle, we are
pleased with our progress towards profitability well ahead of most
expectations. Our efforts over the last couple of years to build a
flexible business model, the foundation of which is fully
outsourced manufacturing, appears to be paying off. Our outsourced
manufacturing model has allowed us to grow revenues approximately
75% over the last six months while providing significant leverage
to the bottom line. As this new growth cycle continues to emerge
we are encouraged by our expanding business with a broader base of
customers, and across a diverse range of end products."

                   Third Quarter 2004 Outlook

Revenue for the third quarter of fiscal year 2004 is expected to
be in the range of $67 million to $70 million, with gross margin
at approximately 41%. The earnings per share is projected to be in
the range of $0.05 to $0.08, assuming 55.5 million fully diluted
shares, and a 0% tax rate. This guidance does not include any
provisions for one-time charges.

LTX Corporation (Nasdaq: LTXX) (S&P, B Corporate Credit and CCC+
Subordinated Debt Ratings, Negative) is a leading supplier of test
solutions for the global semiconductor industry. Fusion, LTX's
patented, scalable, single-platform test system, uses innovative
technology to provide high performance, cost-effective testing of
system-on-a-chip, mixed signal, RF, digital and analog integrated
circuits. Fusion addresses semiconductor manufacturers' economic
and performance requirements today, while enabling their
technology roadmap of tomorrow. LTX's web site is
http://www.ltx.com/


LTX CORPORATION: Proposes 7-Million Share Public Offering
---------------------------------------------------------
LTX Corporation (Nasdaq: LTXX), a leading provider of
semiconductor test solutions, plans to publicly offer 7,000,000
shares of its common stock.

The offering would be made pursuant to a registration statement
covering shares of common stock, debt securities and warrants that
became effective in January 2004. LTX would grant to the
underwriters an option to purchase an additional 1,050,000 shares
of its common stock within 30 days after the offering to cover
over-allotments incurred in the offering. Morgan Stanley & Co.
Incorporated is the sole book running manager for the offering and
Deutsche Bank Securities Inc. and Needham & Company, Inc. are
acting as co-managers for the offering.

LTX Corporation (Nasdaq: LTXX) (S&P, B Corporate Credit and CCC+
Subordinated Debt Ratings, Negative) is a leading supplier of test
solutions for the global semiconductor industry. Fusion, LTX's
patented, scalable, single-platform test system, uses innovative
technology to provide high performance, cost-effective testing of
system-on-a-chip, mixed signal, RF, digital and analog integrated
circuits. Fusion addresses semiconductor manufacturers' economic
and performance requirements today, while enabling their
technology roadmap of tomorrow. LTX's web site is
http://www.ltx.com/


MAJESTIC STAR: Completes Senior Secured Debt Exchange Offer
-----------------------------------------------------------
The Majestic Star Casino, LLC and The Majestic Star Casino Capital
Corp., announced the successful completion of the offer to
exchange up to $260.0 million principal amount of their
outstanding 9-1/2% Senior Secured Notes due 2010 (the unregistered
notes), for up to $260.0 million principal amount of registered
9-1/2% Senior Secured Notes due 2010 (the registered notes).

All unregistered notes were validly tendered prior to the
expiration of the exchange offer, which occurred at 5:00 p.m. New
York City time Monday.

The Issuers issued $260.0 million of the unregistered notes on
October 7, 2003.  The Issuers filed a registration statement,
including a prospectus and other related documents, on Form S-4
with the Securities and Exchange Commission in connection with the
exchange offer.  The registration statement was declared effective
on January 9, 2004.  The terms of the registered notes are
substantially identical to the terms of the unregistered notes in
all material respects, except for the elimination of some transfer
restrictions, registration rights and liquidated damages
provisions relating to the unregistered notes.

The Majestic Star Casino, LLC is a multi-jurisdictional gaming
company that directly owns and operates one dockside gaming
facility located in Gary, Indiana and, pursuant to a 2001
acquisition through its restricted subsidiary, Majestic Investor
Holdings, LLC, owns and operates two Fitzgeralds brand casinos
located in Tunica, Mississippi and Black Hawk, Colorado.  For more
information about the Company, visit http://www.majesticstar.com/
or http://www.fitzgeralds.com/

At September 30, 2003, Majestic Star's balance sheet shows a total
shareholders' equity deficit of about $29 million.


MERRY-GO-ROUND: Trustee Hires Prof. Hazard as Legal Ethics Expert
-----------------------------------------------------------------
Deborah H. Devan, the Chapter 7 Trustee overseeing Merry-Go-Round
Enterprises, Inc.'s liquidation, asks the U.S. Bankruptcy Court
for the District of Maryland for permission to hire Prof. Geoffrey
C. Hazard, Jr., at the University of Pennsylvania Law School, as a
legal ethics expert as she continues her bid to disallow roughly
$2.5 million of professional fees paid to the law firm of Swidler
& Berlin, Ltd.

Swidler represented Merry-Go-Round in its failed attempt to
restructure under chapter 11.  Swidler, court papers allege,
failed to disclose critical relationships with Ernst & Young,
Merry-Go-Round's restructuring consultant.  Ms. Devan extracted a
$186 million settlement from E&Y in a lawsuit settled a couple of
years ago.  Prof. Hazard was retained as an expert witness in the
E&Y litigation and will now assist Ms. Devan in a trial scheduled
for September 2004, attacking Swidler's fees.  Ms. Devan plans to
pay Prof. Hazard a $7,000 engagement fee plus $700 per hour for
substantive work, $500 per hour for travel time, and reimbursement
of any expenses.

Ms. Devan is comfortable that Prof. Hazard's fees are reasonable
because the nature of her objection to Swidler's fees requires the
services of a preeminent expert in the field of professional
ethics.

Prof. Hazard brings 35 years of professionals ethics study,
teaching, research, and practice.

To date, Ms. Devan has collected more than $270 million for the
benefit of Merry-Go-Round's creditors.  All allowed chapter 11
administrative claims (some 2,500 claims totaling $21.4 million)
have been paid in full and Ms. Devan has made a 30% distribution
to general unsecured creditors.  Following that distribution, Ms.
Devan sat on approximately $37 million of cash.  Denying $2.5
million in compensation to Swidler on account of its chapter 11
claim should allow a greater percentage of that $37 million to
flow to general unsecured creditors.

Merry-Go-Round filed chapter 11 bankruptcy protection in 1994
(Bankr. Md. Case No. 94-5-0161-SD).  Following a couple of failed
attempts to find its place on the retail landscape, the case
converted to a chapter 7 liquidation in early 1996.  Since that
time, Ms. Devan has worked on winding-up the Debtors' estates.

Cynthia L. Leppert, Esq., and Jason N. St. John Esq., at
Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., in Baltimore
represent Ms. Devan.


MILLBROOK PRESS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Millbrook Press, Inc.
        Two Old New Milford Road
        Brookfield, Connecticut 06804

Bankruptcy Case No.: 04-50145

Type of Business: The Debtor is a publishing children's non-
                  fiction books in hardcover and paperback for
                  schools, libraries and consumer markets. The
                  company publishes books under the Millbrook,
                  Copper Beech and Twenty-First Century imprints.
                  See http://www.millbrookpress.com/

Chapter 11 Petition Date: February 6, 2004

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Jed Horwitt, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: 203-368-4234

Total Assets: $8,000,000

Total Debts:  $9,000,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Phoenix Color Corp.           Trade Debt              $1,003,928
P.O. Box 8500-8440
Philadelphia, PA 19178-8440

Alladin Books, Ltd.           Trade Debt                $894,753
28 Percy Street
London W1T 2BZ UK

Worzalla Publishing Co.       Trade Debt                $827,495
3535 Jefferson Street
Stevens Point
WI 5444379

Digicon Imaging, Inc.         Trade Debt                $238,683

Maple-Vail Book               Trade Debt                $182,908

Elegance Printing             Trade Debt                 $94,299

South China Printing          Trade Debt                 $93,548

SNP Leefung                   Trade Debt                 $85,513

Editoriale Jaca               Trade Debt                 $59,777

Editions du Seuil             Trade Debt                 $47,803

Intervisual Books Inc.        Trade Debt                 $41,713

Midstate Litho                Trade Debt                 $40,069

Ninety - Five Madison         Trade Debt                 $37,620

Frances Lincoln Limited       Trade Debt                 $31,582

Magic Allic Press             Trade Debt                 $30,000

Carlin Charron                Trade Debt                 $29,400

Simon Boughton                Bonus                      $28,000

The Templar Company PLC       Trade Debt                 $25,017

Mercedes Distribution Center  Trade Debt                 $25,000
Inc.

The Book Services Ltd.        Trade Debt                 $24,847


MIRANT: Entergy Secures Stay Relief to Seek FERC Clarification
--------------------------------------------------------------
Wrightsville Power Facility, LLC owns and operates a 560-megawatt
power generating facility in Pulaski County, Arkansas.
Wrightsville is bound by an Interconnection and Operating
Agreement with Entergy Arkansas, Inc.  The Interconnection
Agreement, in part, sets forth the terms under which the
Wrightsville Power Plant is interconnected with EAI's power
transmission system.  The Interconnection Agreement also contains
provisions regarding the construction of certain system upgrades
as part of the interconnection of Wrightsville Power Plant to the
Entergy Transmission System and regarding ongoing interconnection
services.

In addition, Wrightsville is also bound by a Generator Imbalance
Agreement with EAI.  The Generator Agreement, in part, sets forth
certain practices and procedures to be followed regarding
delivery of energy or power to the Entergy Transmission System.

            The Generator Imbalance Notification Claim

Gregory A. Lowry, Esq., at Locke Liddell & Sapp LLP, in Dallas,
Texas, relates that among its various claims against
Wrightsville, EAI asserts a $3,115,000 claim as of September 23,
2003, plus any accrued unpaid permitted interest -- the Generator
Imbalance Notification Claim.

EAI, including Entergy Services, Inc., as agent for EAI, Entergy
Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi,
Inc., and Entergy New Orleans, Inc., endeavors to maintain an
electrically balanced transmission system.  ESI and EAI cannot
control the generation schedule and actual output of independent
generators like Wrightsville.  Nonetheless, the applicable FERC-
approved Open Access Transmission Tariff requires generators (or
their customers) to provide schedules showing quantities of
electric power that they commit to deliver.  These schedules
allow ESI to dispatch the Entergy Transmission System and to
maintain system control while multiple complex transactions
occur.  Consequently, independent generators are responsible for
the fulfillment of their schedules, including the reduction of
the schedules when they produce insufficient energy.

Under the Generator Agreement, through August 30, 2002, if
Wrightsville did not comply with its scheduled energy delivery
obligations, as the Delivering Party, it was required to notify
the System Operation Center by telephone within two minutes.  If
Wrightsville experienced a Notice Event and failed to provide the
requisite two minutes notice, then Wrightsville was obligated to
pay assessed charges based on FERC-approved methodologies
contained in the Generator Agreement.

During July 2002, Mr. Lowry reports, the Wrightsville Power Plant
experienced 19 separate Notice Events in which it failed to
notify the Center within the requisite two-minute period.  EAI
used other sources of energy generation to satisfy Wrightsville's
schedules.  In August 2002, Wrightsville experienced five
additional Notice Events in which it failed to adjust its
schedules and to notify the Center within the requisite two-
minute period.

According to Mr. Lowry, Generator Agreement bills were delivered
to Wrightsville requiring payment of the Generator Imbalance
Notification Claim.  Wrightsville disputed the Generator
Imbalance Notification Claim.  Nonetheless, prior to its Petition
Date, Wrightsville refused to deposit the disputed amount into an
interest bearing escrow account pending resolution of the
parties' disagreement, as required under the Generator
Agreement's billing dispute procedures.  Wrightsville was
informed that the failure to pay the disputed amounts could
result in suspension of Wrightsville's Generator Agreement
service.  On April 25, 2003, Wrightsville was notified that it
was in default under the Generator Agreement.

The Generator Imbalance Notification Claim has been reduced to
$3,115,000, plus any accrued unpaid interest permitted thereon,
through application prior to the Wrightsville Petition Date of
certain amounts owed to Wrightsville under the Generator
Agreement.

                    The Transmission Credits

In conjunction with the interconnection of the Wrightsville
energy generator to the Entergy Transmission System, EAI
constructed certain Optional System Upgrades to the Energy
Transmission System.  In accordance with the Interconnection
Agreement, although EAI builds and owns these facilities,
Wrightsville is responsible for the up-front costs of
construction.  In turn, Wrightsville Power Plant is entitled to
dollar-for-dollar transmission credits equal to the total
construction costs.  Generally, Mr. Lowry explains, the
Transmission Credits are paid to Wrightsville as EAI receives
payments transmitting power at the Wrightsville Power Plant.
Upon information and belief, Wrightsville has funded in excess of
$16,000,000 for the construction of Optional System Upgrades to
the Entergy Transmission System.

                       The FERC Proceeding

On September 23, 2003, ESI filed a complaint against Wrightsville
before the FERC.  The FERC Complaint requests that Wrightsville
forego Transmission Credits equal to the Generator Imbalance
Notification Claim, all due to Wrightsville's violation of the
terms of its Generator Agreement and its failure to pay FERC-
approved Generator Agreement charges.  In the alternative, the
Complaint requests that Generator Agreement service to
Wrightsville be suspended until the Generator Imbalance
Notification Claim is paid.

On October 14, 2003, Wrightsville answered the Complaint
asserting that the FERC Complaint was subject to the automatic
stay, and asserted substantive defenses.  That same day, Duke
Energy North America LLC, Duke Energy Trading and Marketing LLC
and TECO Power Services Corporation filed a request to intervene
in the FERC Proceeding.  On October 30, 2003, Intergen/Cottonwood
also filed a request to intervene in the FERC Proceeding.

On November 21, 2003, the FERC denied the Complaint and dismissed
the proposed termination, essentially because of the Bankruptcy
Code's automatic stay provision.  The FERC treated the request in
the Complaint to suspend the Generator Agreement service as a
request to terminate the service.  However, Mr. Lowry points out
that the FERC Order is not, on its face, a determination or final
judgment on the merits of the FERC Complaint or the claims EAI
and ESI asserted.  The claims were certainly not actually
litigated before the FERC on the merits.

Accordingly, EAI and ESI ask the Court to lift the automatic stay
so they can seek a clarification on the FERC Order.

Mr. Lowry contends that the automatic stay should not apply to,
or prevent a request for clarification or other relief pertaining
to, the FERC Order.  Notwithstanding its claim that the automatic
stay applied to the FERC Proceeding, after filing bankruptcy,
Wrightsville continued the FERC Proceeding by filing its Answer.
FERC, after stating that the automatic stay applied to the FERC
Proceeding, nonetheless issued the FERC Order.  If the automatic
stay applied to the FERC Proceeding, the Wrightsville Answer
should not have been filed and, arguably, portion of the FERC
Order should not have been issued and may be avoidable.

Mr. Lowry assures Judge Lynn that a clarification will not
prejudice Wrightsville or its creditors.  Rather, a clarification
will merely maintain the status quo, with all parties reserving
their rights as to ultimate adjudication of the merits of the
claims in the Complaint.  Moreover, permitting EAI and ESI to
pursue a clarification is in the interest of judicial economy and
will, ultimately, preserve the resources of the parties.

                          *     *     *

With the Mirant Debtors' consent, Judge Lynn rules that:

   (1) The automatic stay of Section 362(a) of the Bankruptcy
       Code applies in all respects to the proceedings filed by
       the Entergy Entities against Wrightsville with the FERC
       and to any relief the Entergy Entities might seek from
       FERC in the FERC Proceeding; and

   (2) Section 108(c) of the Bankruptcy Code tolls and extends
       all time periods and deadlines that apply to the FERC
       Proceeding, to the extent the deadlines did not expire
       prior to October 3, 2003 until the later of:

       -- the date on which the time period or deadline for
          filing a motion for clarification of FERC's Order
          Dismissing the Complaint expires by its terms under
          the applicable rules, procedures or law; or

       -- 30 days after the notice of the modification,
          termination or expiration of the automatic stay in
          regard to the FERC Proceeding. (Mirant Bankruptcy News,
          Issue No. 22; Bankruptcy Creditors' Service, Inc.,
          215/945-7000)


MOORE WALLACE: Suspends Chief Financial Officer Mark Hiltwein
-------------------------------------------------------------
Moore Wallace Incorporated (NYSE: MWI) (TSX: MWI) announced that
Mark Hiltwein, its Executive Vice President and Chief Financial
Officer, has been suspended with pay.

This suspension results from actions Mr. Hiltwein took late last
week in providing a misdated document to PricewaterhouseCoopers
LLP in connection with an investigation they were conducting. That
investigation focused on allegations in an anonymous letter
received by the Company in late December 2003 alleging misuse of
acquisition-related restructuring charges, together with vague
assertions of other accounting actions.

At the direction of the Audit Committee of the Company's Board of
Directors, PricewaterhouseCoopers immediately began an independent
review of the allegations of misconduct in the letter.
PricewaterhouseCoopers had largely completed their work and found
no evidence to support these allegations.

As described below, based on information available to the Company
to date, it does not appear that this matter will have any
financial statement impact.

Mr. Hiltwein, 40, has been replaced as Chief Financial Officer on
an interim basis by James R. Sulat, Senior Executive Vice
President of Moore Wallace.  Mr. Sulat, 53, who joined Moore
Wallace in April of 2003, brings extensive experience in corporate
governance to the role of chief financial officer.  Prior to
joining Moore Wallace, Mr. Sulat served as Chief Financial Officer
of Chiron Corporation.  Prior to joining Chiron, Mr. Sulat served
as Chief Financial Officer of Stanford Health Services.  He was
educated at Yale College and Stanford University Graduate School
of Business.  He currently serves as Chairman of the Audit
Committee of each of Vans, Inc. and Maxygen, Inc.

As described above, PricewaterhouseCoopers had largely completed
their work and found no evidence to support the allegations of
misconduct in the anonymous letter.  Although the Company and the
Company's outside auditors were satisfied with the level of
documentation supporting the restructuring charges,
PricewaterhouseCoopers asked the Company's accounting staff,
including Mr. Hiltwein, for any additional materials they had
supporting these restructuring charges.  On Thursday of last week
Mr. Hiltwein directed another member of the accounting staff to
send to PricewaterhouseCoopers a memorandum about the Company's
restructuring processes and plans.  This memorandum's dateline was
"May 2003" but was created by Mr. Hiltwein last week and appears
to be documentation of the kind PricewaterhouseCoopers was
requesting. PricewaterhouseCoopers detected that the document had
been created later than the dateline of the memorandum.  The other
member of the accounting staff has also been suspended with pay
pending completion of the investigation of the misdated document.

Although the absence of clearly organized summary restructuring
plan documents at corporate headquarters was the subject of a
recommendation by PricewaterhouseCoopers for improvement and the
Audit Committee had directed Mr. Hiltwein to seek to improve this
area of corporate record keeping prospectively, it did not appear
to be a major shortcoming.  The Company does not believe that the
non-existence of the memorandum created by Mr. Hiltwein would have
any effect on the Company's accounting for its restructuring
charges.  The Company has spoken to Mr. Hiltwein and he has stated
that the dating of this document was a mistake and poor judgment
on his part but that it was not the product of any intention to
deceive PricewaterhouseCoopers, the Audit Committee or anyone
else.

When it was received, the anonymous letter was immediately
forwarded to the Audit Committee for any action it deemed
appropriate and also forwarded to the U. S. Securities and
Exchange Commission, the Ontario Securities Commission and the New
York Stock Exchange.  The Company also has kept its combination
partner, RR Donnelley, informed regarding the allegations and
their investigation.  The Company had agreed to provide documents
requested by the SEC in response to the anonymous letter.  The
Company will, in all matters, cooperate fully with any regulatory
agency that wishes to investigate any matters within the agency's
jurisdiction.

PricewaterhouseCoopers is taking additional actions to confirm
their earlier conclusions.  The Company will report the full
findings of the PricewaterhouseCoopers investigation in an
expeditious manner.

Mark A. Angelson, Chief Executive Officer of the Company said, "We
are extremely fortunate to have Jim Sulat as a member of our
corporate family.  He is a proven leader and trusted counsellor
with an excellent reputation."

Mr. Angelson continued, "Mark Hiltwein's suspension should not be
viewed as a conclusion that he acted with an intention to deceive.
Mr. Hiltwein has a widely held reputation for personal integrity,
and he has provided long, excellent service to the Company.
However, Mr. Hiltwein's conduct was unacceptable and in the
circumstances the Board of Directors has concluded to relieve him
of his responsibilities pending completion of a full investigation
by our audit committee and its independent advisors."

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 (S&P, BB+ Corporate Credit Rating, Positive) 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
http://www.moorewallace.com/


NATIONAL CENTURY: Plan Confirmation Hearing Slated for Feb. 24
--------------------------------------------------------------
On January 7, 2004, the U.S. Bankruptcy Court for the Southern
District of Ohio ruled on the adequacy of the Disclosure Statement
prepared by National Century Financial Enterprises, Inc., and its
debtor-affiliates, to explain their Fourth Amended Joint Plan of
Liquidation.  The Court found that the Disclosure Statement
contained the right kind and amount of information to enable
creditors to make informed decisions whether to accept or reject
the Debtors' Plan.

The Plan in now in creditors' hands and they are casting their
ballots.  All ballots must be completed and received at the
address indicated in the ballot by 5:00 p.m. tomorrow.

The Honorable Donald E. Calhoun, Jr., will convene a hearing to
consider confirmation of the Debtors' Plan on February 24, 2004,
at 9:30 a.m. Eastern Time, and the hearing will continue on
Feb. 25 and 26, if necessary.

Creditors must file any confirmation objections with the Court by
tomorrow and serve copies on (i) the Counsel for the Debtors, (ii)
the Counsel for the Creditors' Committee, (iii) the Counsel for
the NPF VI Subcommittee, (iv) the Counsel for the NPF XII
Subcommittee, and (v) the U.S. Trustee, at the addresses indicated
in the Debtors' Plan.

National Century filed for Chapter 11 relief on November 18, 2002,
(Bankr. S.D. Ohio Case No. 02-65235). Charles M. Oellermann, Esq.,
Matthew A. Kairis, Esq., and Joseph M. Witalec, Esq., at Jones Day
represent the Debtors in their liquidating efforts.


NBTY INC: Reports Improved Sales Performance for January 2004
-------------------------------------------------------------
NBTY, Inc. (NYSE: NTY) (www.NBTY.com), a leading manufacturer and
marketer of nutritional supplements, announced its sales results
for the month of January 2004 in conjunction with an analyst
meeting taking place at the Company's offices on Long Island, New
York.

For the month of January 2004, sales increased 64% to $150 million
from $91 million for the month of January 2003, an increase of $59
million. Sales results by segment are as follows:

                                SALES
                              (Unaudited)
                       FOR THE MONTH OF JANUARY
                            (In Millions)

                         2004            2003         % Increase

Wholesale/ US Nutrition   $66             $25             163%

US Retail / Vitamin World $20             $18               9%

European Retail /
Holland & Barrett /
GNC UK                    $42             $30              40%

Direct Response /
Puritan's Pride           $22             $18              23%

Total                    $150             $91              64%

NBTY (S&P, BB Corporate Credit Rating, Negative) is a leading
vertically integrated U.S. manufacturer and distributor of a broad
line of high-quality, value-priced nutritional supplements in the
United States and throughout the world. The Company markets
approximately 1,500 products under several brands, including
Nature's Bounty(R), Vitamin World(R), Puritan's Pride(R), Holland
& Barrett(R), Rexall(R), Sundown(R), American Health(R) and GNC
(UK)(R).


NEW WORLD PASTA: Holds Waiver & Amendment Talks With Bondholders
----------------------------------------------------------------
New World Pasta Company announced that its financial review of
prior year results continues to progress, and that it expects to
file financial reports with the Securities and Exchange Commission
for the year ended December 31, 2002, its third quarter of 2002
and restated financial reports for the year ended December 31,
2001, by March 15, 2004.

The Company also announced that, as part of its comprehensive
financial review of prior periods, the Company's new senior
management team, in conjunction with the Company's Board of
Directors and Audit Committee, has instituted numerous and
significant improvements to its accounting and financial controls,
policies and practices, to help ensure the accuracy and integrity
of its financial reporting in the future.

New World Pasta also said that, although its practice is to not
release preliminary financial results, the Company is in
discussions with its bondholders regarding certain necessary
amendments and waivers, and it believes it important to provide
its financial information to all stakeholders concurrently.
Accordingly, the Company is reporting today certain preliminary
and unaudited financial results.  The Company stressed that these
financial results were not yet final, and that the financial
results when finally reported, after completion of the Company's
work and conclusion of an audit by the Company's outside
accountants, could vary from the results released Monday. The
Company also stated that, based on its review of its prior filed
financial statements for 2001 and 2002, it has determined to
restate its previously filed financial statements for the calendar
year 2001 and the first and second quarters of 2002.  Subject to
the above, the Company said it expects to report:

For the calendar year ended December 31, 2001, after restatement:

              - net sales of $398 million;
              - gross margin of $156 million;
              - income from operations of $14 million; and
              - earnings before interest, taxes, depreciation and
                amortization (EBITDA) of $37 million.

For the calendar year ended December 31, 2002:

              - net sales of $495 million;
              - gross margin of $155 million;
              - a loss from operations of $40 million; and
              - EBITDA loss of $20 million.

For the calendar year ended December 31, 2003:

              - net sales of $453 million;
              - gross margin of $151 million;
              - a loss from operations of $30 million; and
              - EBITDA loss of $14 million.

The Company reported that EBITDA for calendar years 2001 (as
restated), 2002 and 2003 was adversely impacted by product,
warehousing and transportation costs, trade spending, as well as,
with respect to 2003 EBITDA, the effects of a December 2002 price
increase.  The Company reported that, based on preliminary
results, EBITDA was slightly positive for the last several months
of calendar year 2003, and it was optimistic that EBITDA will
show continued improvement in 2004.

The Company cautioned that the financial results reported Monday
are preliminary and unaudited, and subject to change.

New World Pasta also announced that a majority of its lenders
under its senior secured credit facility have approved an
amendment to that facility that permits the Company to file its
Annual Report for the fiscal year ended December 31, 2002 by
March 15, 2004, and to file its 2003 quarterly reports by April 1,
2004.  The Company had announced on December 31, 2003 that a
majority of the lenders under its senior secured credit facility
had approved an extension and amendment to the Company's existing
amended credit agreement which permitted it to file its 2002
report by February 10, 2004.

In a further announcement, New World Pasta reported that it
currently estimates that cash generated from operations will not
be sufficient to fund the Company's liquidity in calendar year
2004, and that it does not presently have access to the additional
funds that it will need.  The Company also reported that it does
not currently intend to make its 2004 bond interest payments
scheduled for February 15 and August 15 under the terms of its
Bond Indenture.  The Company announced, however, that it is in
discussions with the holders of its 9-1/4% Notes due February 2009
with respect to an exchange offer which currently contemplates the
issuance of new 10% notes due August 2008 in exchange for old
Notes.  The new notes would pay interest in additional notes
through 2005, and would be subject to additional or new terms.
The proposed exchange offer would be subject to numerous
conditions, including a 95% acceptance condition, and is subject
to revision and further negotiation.  No assurance can be provided
that such an exchange offer will be successful.  The Bond
Indenture currently provides for a 30 day grace period to make an
interest payment.  The Company believes that, if it is able to
achieve a satisfactory agreement with its bondholders, it would
require approximately $7 million of external funding to meet its
expected liquidity needs in 2004, although no assurance can be
provided that this amount of additional funding will be
sufficient.

The Company also announced that it is in discussions with its
majority shareholder, which has been supportive of the
Company in the past, and which has expressed a willingness to
provide $7 million in additional funding to the Company, subject
to certain conditions, including a satisfactory agreement with the
Company's bondholders. The Company is also reviewing other
available alternatives to address its liquidity needs, and is
continuing to identify and implement internal cost reduction and
efficiency measures to improve the Company's liquidity and
financial performance.

"The preliminary financial results we have released today are
disappointing," stated Wynn Willard, New World Pasta's Chief
Executive Officer.  "They are the result of multiple problems,
some beginning in 2001, many of which have been fixed, and others
which we are addressing.  Our liquidity position is, in turn,
driven in large part by the cumulative result of these problems.
It is important to remember that key members of our new senior
management team, including myself and the senior vice presidents
now leading our finance, sales and marketing, operations and human
resources functions are all highly experienced, but all joined the
Company on or after May 2003.  While this was, for the most part,
too late to affect the financial results for the three years
reported, we have made numerous operational changes and developed
plans to benefit the Company in 2004 and beyond.  We know we face
an ambitious undertaking to restore our Company back to
profitability, but we are prepared for the challenge and energized
to work with our great brands to improve our business."

"In that regard," continued Mr. Willard, "we have reaffirmed our
continuing marketing programs.  We have an active new products
program which we are enthusiastic about, and it includes expansion
of our Healthy Harvest brands and our Ronzoni and American Beauty
dry filled pasta lines."  The Company also reported improvement in
the performance of its supply chain during 2003, and that it is
evaluating a supply chain optimization, and other projects, which
would further improve performance and costs.

"As a management team, we are focused on the future," stated Ed
Lyons, the Company's Senior Vice President and Chief Financial
Officer.  "While finalizing our financial statements for prior
periods, we've been able to learn from the past and gain valuable
perspective on the obstacles we need to address.  Towards that
end, we have thoroughly revised our accounting and internal
control environment, and implemented new policies and procedures
including the creation of an internal audit function."

"As I've said before," continued Mr. Lyons, "we recognize that
there is a great deal of interest in our Company.  We appreciate
the patience that our lenders, suppliers, customers and others
have shown over the past year or so. We are also encouraged that
the stakeholders who have worked most closely with our new senior
management team have recognized and supported our efforts, and
importantly, our successes to date.  We look forward to continuing
our efforts to improve our business and get past the obstacles
that we have faced."

New World Pasta Company (S&P, CCC+ Corporate Credit and Senior
Secured Ratings, Negative) is a leading marketer and supplier of
dry pasta in the United States and Canada, with well-known brands
such as RONZONI, CREAMETTE, SAN GIORGIO, AMERICAN BEAUTY, SKINNER
and PRINCE.  Headquartered in Harrisburg, Pennsylvania, New World
Pasta Company has over 1,200 employees in the United States,
Canada and Italy.


NEWPORT INT'L: Completes Acquisition of GrassRoots Communications
-----------------------------------------------------------------
Newport International Group, Inc. (OTC Bulletin Board: NWPO)
announced the closing of its acquisition of GrassRoots
Communications, Inc., which is now a wholly owned subsidiary
of Newport.

As previously announced NWPO acquired GRCI in a share for share
exchange pursuant to the definitive merger agreement.  In
conjunction with the merger, Mr. Cery Perle, the Chairman and CEO
of GRCI, has been named CEO and a Director of NWPO, replacing Mr.
Saloman Lam who tendered his resignation as an officer and
director effective immediately.  Mr. Perle is also President and
CEO of the subsidiary.

The company is currently engaged in late stage talks with its
secured creditors to restructure its debt and while there is no
certainty as to the results of these talks, NWPO believes that the
matter will reach settlement in the near future.

GRCI represents a new beginning for the NWPO shareholders as the
company transforms itself into a cutting edge provider of web-
conferencing services, application sharing, internet video and
VoIP (Voice over Internet Protocol) enabling software.  GRCI's
products offer affordable and effective collaboration tools to the
Small Office/Home Office and business markets.  On the GRCI Web
site -- http://www.grclive.com/-- individuals can order a free 14
day trial of the GRCLive software and experience the ease of use
and convenience of online meetings.

Through its wholly owned subsidiary, GrassRoots Communications,
Inc., Newport provides reliable, affordable Web Conferencing tools
and has established itself as a communication solutions company
for small and mid-size businesses.  Cutting-edge web-conferencing
and collaboration technology, previously affordable only to
Fortune 500 companies, is now available to businesses ranging from
home offices to small/medium sized businesses via GRC's unique
collaborative tools.  Offering fast, real-time collaboration,
video and voice, GRCLive saves time and improves efficiency and
effectiveness of Internet communication.  With a free two-week
trial period, GRCI offers the individual and small-business owner
the opportunity to become acquainted with the vast variety of
superior, yet affordable, collaborative tools available today.

As previously reported in Troubled Company Reporter, the company
has entered into negotiations with its secured debt holder. The
secured debt holder represents the remaining notes outstanding of
Newport's debt. The debt holder agreed to temporarily waive a
default provision as Newport seeks possible strategic
alternatives. Newport had been unable to secure financing for its
land projects as of this date and does not at this time believe it
will be able to secure such financing in the foreseeable future.

Newport is actively pursuing all alternatives including possible
mergers and acquisitions. While the secured debt holder can
exercise the default provision at any time, Newport believes that
it will have adequate time to explore all possibilities currently
available.


NRG ENERGY: Court Approves Settlement Agreement with Citigroup
--------------------------------------------------------------
According to Albert Togut, Esq., at Togut, Segal & Segal, in New
York, the NRG Energy Debtors are parties to two agreements:

   (a) Debtor NRG Energy, Inc. and Citicorp USA, Inc. were
       parties to a 364-Day Revolving Credit Agreement dated
       March 8, 2002 among the Debtors, the financial
       institutions party, as banks, ABN Amro Bank N.V., as
       administrative agent, Salomon Smith Barney, Inc., as
       syndication agent, Barclays Bank PLC, as co-syndication
       agent and the Royal Bank of Scotland PLC and Bayerische
       Hypo-Und Vereinsbank AG, New York Branch, as co-
       documentation agents; and

   (b) Debtor NRG Energy, Inc. and Citigroup Financial Products,
       Inc.'s predecessor-in-interest, Salomon Brothers Holding
       Company, Inc., were parties to an ISDA Master Agreement
       dated March 22, 1994.  Citigroup owes the Debtors
       $47,215,235, plus interest in connection with termination
       of the ISDA Agreement.

Furthermore, Citigroup informed the Debtors that it is the holder
of 7.625% Senior Notes due 2006 and 8.625% Senior Notes due 2031,
in each case issued by the Debtors, in the aggregate principal
amount of $30,000,000.

By a letter dated May 15, 2003, Citigroup notified the Debtors of
the occurrence of an Event of Default under the ISDA Agreement
and designated May 16, 2003 as the Early Termination Date in
respect of all outstanding transactions.  Thereafter, Citigroup
notified the Debtors that it calculated amounts due to the
Debtors under the ISDA Agreement to be $47,215,235.

Citigroup asserted that it is entitled to set off the Defaulted
Amount against the entire amount the Debtors owe it with respect
to the Senior Notes, including all interest and fees and
reasonable attorneys' fees relating to it.

Citicorp also asserted that the Debtors owe it an amount in
excess of the Defaulted Amount under the Credit Agreement, and
that Citicorp and Citigroup are entitled to set off the Defaulted
Amount against the Debtors' obligations under the Credit
Agreement.

The Debtors disputed Citigroup's entitlement to set off the
Citigroup Setoff Claim and Citigroup's and Citicorp's entitlement
to set off the Citicorp Setoff Claim.  Mr. Togut tells the Court
that the Debtors' objection with respect to the Citigroup Setoff
Claim was based in principal part on Citigroup's failure to
submit proof that it has been the record and beneficial owner of
the Senior Notes for more than 90 days prior to the Petition
Date.

To partially resolve their disputes, the parties stipulate that:

   (a) Citigroup may set off $30,000,000 in principal amount owed
       to Citigroup under the Senior Notes, plus all accrued non-
       default rate interests through the date the set off is
       effected and plus reasonable fees and expenses, against
       the Defaulted Amount.  Such interest and fees and expenses
       as of November 21, 2003, are in the approximate amounts of
       $2,200,000 and $42,000;

   (b) To confirm the representations previously made, Citigroup
       will provide reasonably adequate proof to the Debtors that
       it, and not an affiliate, owns the Senior Notes and that
       it acquired the Senior Notes more than 90 days prior to
       May 14, 2003; and

   (c) Both parties reserve all of their rights with respect to
       the Citicorp Setoff Claim, and the Plan will not be deemed
       to have released or waived the Debtors' right to dispute
       and challenge the Citicorp Setoff Claim.

Judge Beatty promptly approves the Stipulation between the
parties. (NRG Energy Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN IND.: Will Host Fiscal Q2 2004 Conference Call Tomorrow
------------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (Pink Sheets: OSULP), a
leading manufacturer of ready-to- assemble furniture, will hold a
conference call to review its second quarter results for fiscal
2004.

     Date:      February 12, 2004
     Time:      9:30 A.M. CST
     Number:    (719) 457-2661
     Pass Code: 656149
     Open To:   Analysts, investors and all interested parties

To participate in the call, please call five to ten minutes prior
to the scheduled start time.  The conference moderator will
establish your participation on the call.

For those unable to participate in the conference call, a playback
is scheduled to begin at 12:30 p.m. on February 12th and will
continue through midnight on February 19th.  Please call (719)
457-0820 and reference the conference pass code of 656149.

For your convenience, an audio webcast of the conference call will
be available on the O'Sullivan Web site at
http://www.osullivan.com/ The confirmation number is 656149 and
leave the pass code field blank.

At September 30, 2003, O'Sullivan Industries' balance sheet shows
a total shareholders' equity deficit of about $145 million.


ON SEMICON.: Completes Equity Offering & Calls for Sr. Sec. Notes
-----------------------------------------------------------------
ON Semiconductor (Nasdaq:ONNN) and its principal stockholder,
Texas Pacific Group, completed their recently announced registered
public offering of common stock at a public offering price of
$6.98 per share.

ON Semiconductor had previously announced that it would use a
portion of the net proceeds received by it from the offering to
redeem a portion of its first lien senior secured notes due 2010
and its second lien senior secured notes due 2008, and that it
would use the remaining net proceeds received by it from the
offering for general corporate purposes. ON Semiconductor did not
receive any of the proceeds from the sale of shares by the selling
stockholder.

ON Semiconductor also announced the call for redemption of $70
million outstanding principal amount of its first lien senior
secured notes due 2010 and $105 million outstanding principal
amount of its second lien senior secured notes due 2008. The
redemption date for both series of notes has been set for
March 10, 2004. The redemption price for both series of notes is
112.0 percent of the principal amount of the notes, together with
accrued interest to March 10, 2004.

ON Semiconductor -- whose July 4, 2003 balance sheet shows a total
shareholders' equity deficit of about $750 million -- offers an
extensive portfolio of power- and data-management semiconductors
and standard semiconductor components that address the design
needs of today's sophisticated electronic products, appliances and
automobiles. For more information, visit ON Semiconductor's Web
site at http://www.onsemi.com/


ONE PRICE CLOTHING: Commences Chapter 11 Restructuring in New York
------------------------------------------------------------------
One Price Clothing Stores, Inc. (OTC Bulletin Board: ONPR), an
operator of a national chain of retail specialty stores offering
first quality, in-season apparel and accessories for women and
children, said that in response to increasing liquidity problems,
and ongoing concerns raised by its senior lenders arising from
alleged misrepresentations made in reports to the Company's senior
lenders by the Company's former Chief Financial Officer, it has
elected to seek protection under Chapter 11 of the Bankruptcy
Code.

The voluntary bankruptcy petition was filed in the U.S. Bankruptcy
Court for the Southern District of New York.

John Disa, the Company's Chief Executive Officer, stated: "Despite
significant progress in obtaining additional support from our
merchandise vendors, for which we are grateful, overall
stakeholder support has not been sufficient to offset increased
financial pressures, leading to our decision to file for
protection. We have lined up debtor in possession financing with
our current lender, Congress Financial (Southern), and are
focusing on generating additional liquidity for the Company.

One Price Clothing Stores, Inc. currently operates 494 stores in
30 states, the District of Columbia, Puerto Rico and the U.S.
Virgin Islands under the One Price & More!, BestPrice! Fashions
and BestPrice! Kids brands. For more information on One Price,
visit http://www.oneprice.com/


ONE PRICE CLOTHING: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: One Price Clothing Stores, Inc.
             1875 East Main Street
             Duncan, South Carolina 29334

Bankruptcy Case No.: 04-40329

Debtors affiliate filing separate chapter 11 petitions:

     Entity                                             Case No.
     ------                                             --------
     One Price Clothing - U.S. Virgin Islands, Inc.     04-40330
     One Price Clothing Of Puerto Rico, Inc.            04-40331

Type of Business: The Debtor operates a chain of off price
                  specialty retail stores. These stores offer a
                  wide variety of contemporary, in-season
                  apparel and accessories for the entire family.
                  See http://www.oneprice.com/

Chapter 11 Petition Date: February 9, 2004

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtors' Counsel: Neil E. Herman, Esq.
                  Morgan, Lewis & Bockius, LLP
                  101 Park Avenue
                  New York, NY 10178
                  Tel: 212-309-6669
                  Fax: 212-309-6273

Total Assets: $110,103,157

Total Debts:  $112,774,600

Debtor's 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sportswear Group LLC          Trade Debt              $1,614,561
1407 Broadway - Ste 2805
New York, NY 10018

Miss Sportswear               Trade Debt              $1,108,399
117 9th St.
Brooklyn, NY 11215

YS Designing of NY, Inc.      Trade Debt              $1,082,296
1018 Crawford Ave.
Brooklyn, NY 11223

Pointers Sportswear           Trade Debt              $1,060,139
1400 Broadway - Ste 810
New York, NY 10018

Great Wall Corp.              Trade Debt                $954,000
47-27 36th St.
Long Island City, NY 11101

Trendset Originals, LLC       Trade Debt                $912,675
1407 Broadway - 5th Flr.
New York, NY 10018

Allen Samo, Inc.              Trade Debt                $772,677
861 E. 31st St.
Los Angeles, CA 90011

Adorn Fashions, Inc.          Trade Debt                $745,097
129 Hanse Ave. - Box 0860
Freeport, NY 11520

Fedex Ground                  Trade Debt                $730,930
P.O. Box 371741
Pittsburgh, PA 15250

3892981 Canada Inc.           Trade Debt                $728,700
9350 Ave. DE L' Esplanade
Montreal, QC H2N 1V6

Liberty Apparel               Trade Debt                $669,395
201 Dikeman St.
P.O. Box 310162
Brooklyn, NY 11231

Rams Imports, Inc.            Trade Debt                $652,226
P.O. Box 16760
San Juan, PR 00908-6760

Allura Imports                Trade Debt                $628,019
112 W. 34th St.- Rm. 1127
New York, NY 10120

The Timing Inc.               Trade Debt                $615,467
1100 S San Pedro St, Ste A-8
Los Angeles, CA 90015

Louise Paris Ltd.             Trade Debt                $602,850
1407 Broadway - Ste 1405
New York, NY 10018

Starwear                      Trade Debt                $577,753
1370 Broadway - Ste 1402
New York, NY 10018

One Step Up                   Trade Debt                $575,530
1407 Broadway - Ste 3200
New York, NY 10018

Desire Sportswear, Inc.       Trade Debt                $541,376
455 Barell Ave.
Cartstadt, NJ 07072

Longstreet                    Trade Debt                $482,969
5 Paddock St.
Avenel, NJ 07001

Jaxi's                        Trade Debt                $453,906
253 36th St.
Brooklyn, NY 11232

Wiesner Products              Trade Debt                $452,400
20 West 33rd St. - 4th Fl
New York, NY 10001

Y.G. Designs Inc.             Trade Debt                $422,400
1407 Broadway - Ste 215
New York, NY 10018

Ultra Pink                    Trade Debt                $412,808
621 Route 46 West
Hasbrouck Hts. NJ 07604

Titanium Marketing, Inc.      Trade Debt                $331,648
7 West 36th St - 2nd Fl
New York, NY 10018

Children's Apparel Netwrk     Trade Debt                $329,633
77 South First St.
Elizabeth, NJ 07206

Fashion Code                  Trade Debt                $298,401
1115 San Julian St.
Los Angeles, CA 90015

AFCO                          Insurance                 $293,630
Dept CH
Palatine, IL 50055

Cocomo Connection, Inc.       Trade Debt                $291,496
57 West 38th St.
New York, NY 10018

Daily Wear Sportswear         Trade Debt                $289,377
557 McDonald Ave
Brooklyn, NY 11218

Upside Down                   Trade Debt                $288,659
253 W. 35th St.- 4th Fl
New York, NY 10001


PARMALAT GROUP: Commissioner Wants to Administer 7 Dutch Units
--------------------------------------------------------------
Parmalat Finanziaria SpA, under |  -- Parmalat Finanziaria SpA in
Extraordinary Administration,   |  Amministrazione Straordinaria
communicates that Extraordinary |  comunica che il 30 gennaio
Commissioner, Dr. Enrico Bondi, |  2004 il Commissario
on 30 January 2004 requested    |  Straordinario, Dr. Enrico
that the Minister of Productive |  Bondi, ha richiesto e ottenuto
Activities admit the following  |  dal Ministro delle Attivita
companies based in the          |  Produttive, ai sensi dell'art.
Netherlands and Luxembourg into |  3 comma 3 del Decreto Legge
the Extraordinary               |  n. 347 del 23 dicembre 2003,
Administration procedure        |  l'ammissione alla procedura di
referred to under article 3,    |  Amministrazione Straordinaria
section 3 of Legislative Decree |  delle seguenti societa con
no. 347 of 23 December 2003.    |  sede in Olanda e in
The companies are:              |  Lussemburgo:
                                |
   * Parmalat Capital           |   * Parmalat Capital
     Netherlands BV --          |     Netherlands BV --
     a directly controlled      |     societa controllata
     company;                   |     direttamente;
                                |
   * Parmalat Finance           |   * Parmalat Finance
     Corporation BV, Parmalat   |     Corporation BV, Parmalat
     Netherlands BV, Dairies    |     Netherlands BV, Dairies
     Holding International BV,  |     Holding International BV,
     Parmalat SOPARFI SA, and   |     Parmalat SOPARFI SA, and
     Olex SA -- indirectly      |     Olex SA -- societa
     controlled companies; and  |     controllate indirettamente;
                                |     nonche
                                |
   * Parma Food Corporation BV, |   * Parma Food Corporation BV,
     as a company subject to    |     quale impresa soggetta a
     common management.         |     direzione comune.
                                |
     This request has been      |       Il Dr. Enrico Bondi e
accepted and Dr. Enrico Bondi   |  stato nominato Commissario
has been named Extraordinary    |  Straordinario delle suddette
Commissioner for the above      |  societa.
companies.                      |
                                |       Parmalat Finanziaria SpA
     Moreover, Parmalat         |  in Amministrazione
Finanziaria SpA, under          |  Straordinaria comunica inoltre
Extraordinary Administration,   |  che le medesime Societa,
communicates that the above     |  Parmalat Capital Netherlands
mentioned companies, Parmalat   |  BV, Parmalat Finance
Capital Netherlands BV,         |  Corporation BV, Parmalat
Parmalat Finance Corporation    |  Netherlands BV, Dairies
BV, Parmalat Netherlands BV,    |  Holding International BV,
Dairies Holding International   |  Parma Food Corporation BV,
BV, Parma Food Corporation BV,  |  Parmalat SOPARFI SA e Olex SA,
Parmalat SOPARFI SA and Olex SA |  hanno presentato in data
lodged a request, on 4 February |  4 febbraio 2004 la richiesta
2004, with the Civil Court in   |  di stato di insolvenza presso
Parma asking for insolvency     |  il Tribunale Civile di Parma.
status.  The Court has          |  Il Tribunale ha accolto in
considered these requests today |  data odierna la richiesta
and has declared all the        |  dichiarando lo stato di
mentioned companies to be       |  insolvenza delle suddette
insolvent.                      |  Societa.
(Parmalat Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PENTHOUSE INT'L: Taps OTC to Direct Investor Relations Campaign
---------------------------------------------------------------
Penthouse International (OTC Bulletin Board: PHSL), a diversified
holding company with operating subsidiaries in adult entertainment
and real estate, retained OTC Financial Network, a division of
National Financial Communications Corp., to direct a comprehensive
investor relations program.

OTC Financial Network plans to implement an investor relations
program that improves shareholder communications, increases
Penthouse's base of retail and institutional investors and
formulates market awareness among the investment community.

General Media's PENTHOUSE brand name is recognized internationally
from more than 35 years in the adult publishing and entertainment
industry. General Media, 99.5% owned by Penthouse International,
has sought bankruptcy protection in order to reorganize its debt.
Penthouse International and Del Sol Investments LLC, its real
estate subsidiary, have no existing corporate debt.

Geoffrey Eiten, president of National Financial Communications,
stated, "Recently Penthouse International has reformulated its
business model to allow for multiple revenue streams in order to
more fully capitalize the brand names owned by General Media, as
well as to capitalize on recently acquired real estate. Through
General Media, the Company operates several strategic business
units, including publishing, Internet, video and DVDs and adult
nightclubs. Subject to the emergence from reorganization, the
Company plans to engage in significant cross-promotion activities
among these segments in order to maximize future revenues and
earnings."

Eiten added, "With a focus on diversification, Penthouse's Del Sol
Investments LLC affiliate recently hired an engineering firm to
help develop 370 acres of Penthouse-owned property on the Mexican
Riviera. Del Sol plans to build exclusive membership-based
resorts, providing Penthouse investors additional future growth
opportunities that could provide for additional stock
appreciation."

OTC Financial Network, a division of National Financial
Communications Corp. -- http://www.nationalfc.com/-- based in
Needham, Massachusetts, is a full-service financial communications
and investor relations firm that specializes in micro-cap
companies. The Company's proactive campaigns are custom designed
to strengthen each client's presence in the investment community
by disseminating breaking news and fundamental positions to
spheres of influence; building upon the client's existing
shareholder base; and soliciting institutional coverage. For more
information, visit http://www.otcfn.com/

Penthouse International, Inc., through its 99.5% owned
subsidiaries General Media, Inc. and Del Sol Investments LLC, is a
brand-driven global entertainment business founded in 1965 by
Robert C. Guccione. General Media's flagship PENTHOUSE brand is
one of the most recognized consumer brands in the world and is
widely identified with premium entertainment for adult audiences.
General Media caters to men's interests through various
trademarked publications, movies, the Internet, location-based
live entertainment clubs and consumer product licenses. General
Media licenses the PENTHOUSE trademarks to third parties worldwide
in exchange for recurring royalty payments.


PETRO STOPPING: Completes Various Debt Refinancing Transactions
---------------------------------------------------------------
Petro Stopping Centers Holdings L.P. and its affiliated entities,
Petro Holdings Financial Corporation, Petro Warrant Holdings
Corporation, Petro Stopping Centers L.P. and Petro Financial
Corporation, announce the closing of a series of transactions
pursuant to which the Companies have refinanced substantially all
of their existing indebtedness. The components of the refinancing
transactions consist of:

-- The sale of $225 million aggregate principal amount of 9%
   senior secured notes by Petro Stopping Centers L.P. and Petro
   Financial Corporation in a private placement pursuant to Rule
   144A under the Securities Act of 1933.

-- The purchase of $117,378,000 in aggregate principal amount of
   the outstanding $135,000,000 aggregate principal amount at
   maturity of 10-1/2% Senior Notes due 2007 of Petro Stopping
   Centers L.P. and Petro Financial Corporation (CUSIP No.
   715911AB9, ISIN No. US715911AB99) that were tendered as of
   Jan. 30, 2004, pursuant to their outstanding cash tender offer
   and consent solicitation. In connection with the purchase of
   the 10-1/2% Senior Notes, Petro Stopping Centers L.P. and Petro
   Financial Corporation executed a supplemental indenture that
   eliminated significantly all of the restrictive covenants and
   events of default provisions from the indenture governing the
   10-1/2% Senior Notes. The offer to purchase the outstanding
   10-1/2% Senior Notes will expire at 5:00 p.m. New York City
   time on Tuesday, Feb. 17, 2004, with respect to any Notes
   tendered after Jan. 30, 2004.

-- The closing of new senior secured credit facilities by Petro
   Stopping Centers L.P. comprised of a $25 million revolving
   credit facility and a $25 million term loan, and the repayment
   of Petro Stopping Centers L.P.'s existing credit facilities.

-- The completion of Petro Stopping Centers Holdings L.P.'s and
   Petro Holdings Financial Corporation's exchange offer and
   consent solicitation with respect to their outstanding
   $113,370,000 aggregate principal amount at maturity senior
   discount notes due 2008 (CUSIP No. 71646DAE2 and ISIN No.
   US71646DAE22). Pursuant to the exchange offer, Petro Stopping
   Centers Holdings L.P. and Petro Holdings Financial Corporation
   purchased $62,181,000 of the aggregate principal amount at
   maturity of the 15% Notes, and exchanged $47,889,000 aggregate
   principal amount at maturity of the 15% Notes for new notes of
   Petro Stopping Centers Holdings L.P. and Petro Holdings
   Financial Corporation. In connection with the purchase of the
   15% Notes, Petro Stopping Centers Holdings L.P. and Petro
   Financial Corporation executed a supplemental indenture that
   eliminated significantly all of the restrictive covenants and
   events of default provisions from the indenture governing the
   15% Notes that remain outstanding. Petro Warrant Holdings
   Corporation also executed an amendment to the existing Warrant
   Agreement relating to its warrants for its common stock.

As previously reported, Standard & Poor's Ratings Services'
ratings for Petro Stopping Centers L.P. (operating company) and
Petro Stopping Centers Holdings L.P. (holding company), including
the 'B' corporate credit rating, remain on CreditWatch with
negative implications.

Upon successful completion of the planned refinancing, Standard &
Poor's will affirm the 'B' corporate credit rating on the company
and the outlook will be negative.


PG&E NATIONAL: Sues Liberty Electric to Recover $108 Million
------------------------------------------------------------
Pursuant to Sections 362, 542, and 105 of the Bankruptcy Code,
the PG&E National Energy Group Debtors seeks:

   (a) to secure for National Energy and Gas Transmission, Inc.'s
       and NEGT Energy Trading Power, LP's estates the
       "fundamental debtor protections" under Section 362, which
       are being threatened by litigation.  The litigation
       relates to two complaints filed by Liberty Electric Power,
       LLC against PG&E Gas Transmission, Northwest Corporation,
       now known as Gas Transmission Northwest Corp; and

   (b) $108,000,000 -- exclusive of interest -- from Liberty
       Electric resulting from its failure to pay amounts owed to
       ET Power under an April 14, 2000 tolling agreement between
       ET Power and Liberty Electric, in which ET Power produces
       electricity by using its gas in the operation of a
       facility owned by Liberty Electric, in return for a fee.

On August 6, 2003, the Court authorized ET Power to reject, among
other things, the Liberty Electric Tolling Agreement.  The Court
also allowed ET Power to retain possession of a $35,000,000
letter of credit issued on behalf of Liberty Electric for ET
Power's benefit to secure Liberty Electric's obligations under
the Tolling Agreement.  In addition, the Court provided, inter
alia, for a process pursuant to which ET Power and Liberty
Electric would exchange their calculations of any amounts owed
between them as a result of the rejection of the Tolling
Agreement.  Pursuant to the Court's order, ET Power has
calculated that under the Tolling Agreement, Liberty Electric
owes it $108,000,000.

Subsequently, disregarding the automatic stay and the process set
forth by the Court, Liberty Electric made multiple demands to
PG&E Gas Transmission.  On September 11, 2003, Liberty Power
filed two complaints against PG&E Gas Transmission before the
United States District Court for the Southern District of Texas.
The Liberty Electric Complaints allege that, based on a pre-
existing guaranty by PG&E Gas Transmission of ET Power's
obligations under the Tolling Agreement, PG&E Gas Transmission
owes Liberty Electric $145,400,000, plus interest, fees,
expenses, costs and attorneys' fees.

The Liberty Electric Complaints neither acknowledge nor address
the calculations process established by the Court under the
Tolling Agreement rejection, and effectively seek to force the
Texas Litigation of Liberty Electric's purported claims under the
Tolling Agreement.

John F. Carlton, Esq., at Whiteford, Taylor & Preston, in
Baltimore, Maryland, states that the Texas Litigation would
interfere with the bankruptcy claims resolution process and, in
effect, deprive the NEG Debtors of the protection afforded by
Section 362(a) of the Bankruptcy Code.  Mr. Carlton explains
that, because PG&E Gas Transmission is a wholly owned subsidiary
of the NEG Debtors, any liability of PG&E Gas Transmission
arising from the Texas Litigation, including costs in defending
it, would ultimately be borne by the NEG Debtors' estates.
Moreover, because PG&E Gas Transmission's relationship to the
Tolling Agreement is only as a guarantor, ET Power, as primary
obligor and the party that negotiated the Tolling Agreement with
Liberty Electric, would necessarily be required to assume the
burden of defending the Texas Litigation.

Mr. Carlton also informs the Court that Liberty Electric's
$108,000,000 liability to the estate currently is partially
secured by a $35,000,000 letter of credit retained by ET Power.
If Liberty Electric fails to make the payment pursuant to the ET
Power's Responsive Statement, detailing Liberty Electric's
liability to ET Power, ET Power will have the right to draw on
the letter of credit, pursuant to its terms, in partial
satisfaction of Liberty Electric's liability to ET Power's
estate.

Consequently, the Debtors ask the Court to:

   (a) declare that the Texas Litigation is either already
       subject to the automatic stay, or that the automatic stay
       is affirmatively extended and thereby precludes continued
       prosecution of the Texas Litigation, pursuant to Sections
       362(a)(1) and 362(a)(3);

   (b) enter preliminary and permanent injunctions enjoining
       Liberty Electric from pursuing the Texas Litigation
       pending resolution of its claim through the bankruptcy
       claims resolution process;

   (c) order Liberty Electric to turn over the $108,000,000 --
       exclusive of interest -- in its possession, custody and
       control, which is property that belong exclusively to ET
       Power's estate;

   (d) award damages -- in an amount to be determined at trial --
       resulting from Liberty Electric's unjust enrichment;

   (e) award ET Power pre-judgment and post-judgment interest;
       and

   (f) award ET Power its attorney's fees and other expenses
       incurred. (PG&E National Bankruptcy News, Issue No. 14;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLAYTEX PRODUCTS: Fourth-Quarter 2003 Results Sink into Red Ink
---------------------------------------------------------------
Playtex Products, Inc. (NYSE: PYX) reported results for the fourth
quarter and full year of 2003.

In the fourth quarter, the Company reported a net loss of $1.0
million, or $0.02 per diluted share. These results compare with
fourth quarter 2002 net earnings of $7.2 million or $0.12 per
diluted share. Full year 2003 diluted earnings per share were
$0.30 on earnings of $18.2 million. These results compare with
2002 earnings of $0.79 per diluted share or $48.9 million. As
previously reported, the fourth quarter and the year include
charges for the Company's operational restructuring and review of
strategic alternatives that negatively impacted earnings per share
by $0.05 and $0.02, respectively.

Net sales were $146.7 million in the fourth quarter of 2003 and
$657.7 million for the fiscal year, which compare with prior year
results of $159.2 million and $719.1 million, respectively. The
competition in tampons, the weather impact in sun care, and
negative category trends in a number of businesses significantly
impacted us over the past year. We exited the year with stability
in tampons with a market share of approximately 26% and shipment
levels in line with consumption trends. Net sales for our Gentle
Glide business were equal to a year ago in the fourth quarter. Our
infant feeding business grew for the year in part due to the
addition of several new products and Wet Ones continued to
maintain a dominant number one share of its category. Sun Care
opening orders that shifted from the fourth quarter 2003 to better
match seasonal consumption requirements will benefit our first
quarter of 2004. The business trends early in the first quarter of
2004 are encouraging as January net sales are above year ago.

"Despite a very difficult year related to a combination of unusual
events, the talented men and women of Playtex have worked together
with great enthusiasm to position our business for growth in 2004.
After aggressively defending our tampon franchise and seeing it
stabilized throughout 2003, we introduced our innovative new
flushable applicator tampon, Beyond, which began shipping in
January 2004. Based upon extremely positive research results and
acceptance from the retailers, we expect that we will begin to
regain market share in tampons in 2004. Our infant care portfolio
continues to maintain leadership positions in all of the key
segments and is expected to benefit from new products recently
introduced to the market. Banana Boat remains the strong number
two player in sun care and is poised to grow in 2004 assuming a
normalized weather pattern. Additionally, we took steps to enhance
our effectiveness and reduce our cost structure through the
previously announced operational restructuring that will begin to
generate savings in 2004 and be fully implemented by 2005," stated
Michael R. Gallagher, Chief Executive Officer.

Gallagher added, "In spite of the tough year, we generated
sufficient net cash flows to reduce our outstanding long term debt
by $34.5 million along with reducing the outstanding balance on
our A/R facility by $18.0 million. Finally, we recently announced
a refinancing of our credit agreement and accounts receivable
facility to provide the Company with greater operating flexibility
over the next several years."

The Company guidance for 2004 was recently issued with earnings
per share estimated at $0.27 to $0.30 for the year. This includes
the impact of the recently announced refinancing of approximately
$0.12 per share in higher interest expense and a non-cash write-
off of $0.07 per share related to the early extinguishment of
existing debt.

Playtex Products, Inc. is a leading manufacturer and distributor
of a diversified portfolio of personal care and consumer products,
including Playtex infant feeding products, Wet Ones, Baby Magic,
Diaper Genie, Mr. Bubble, Playtex tampons, Banana Boat, Woolite
rug and upholstery cleaning products, Playtex gloves, Binaca and
Ogilvie.

As reported in Troubled Company Reporter's February 4, 2004
edition, Standard & Poor's Ratings Services affirmed the 'B'
corporate credit rating on Playtex Products Inc., and removed the
ratings on the company from CreditWatch, where they were placed
Nov. 13, 2002.

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

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


RADIO UNICA: Sells Communications Assets to Multicultural Radio
---------------------------------------------------------------
MultiCultural Radio Broadcasting Inc., a leading broadcaster of
ethnic programming with 30 radio stations across the U.S.,
announced the acquisition of Radio Unica Communications Corp.
(OTC: BB: UNCA), a Spanish-language radio broadcasting company
with 15 radio stations in New York, Los Angeles, Chicago, San
Francisco and Miami among other cities.

MultiCultural Radio Broadcasting acquired the station assets for
approximately $150 million in cash. The combined company will have
43 radio stations after selected divestitures, making it the 18th-
largest radio broadcasting concern in the U.S., based on number of
stations owned.

PGP Capital Advisors of Los Angeles acted as the exclusive M&A
advisor to MRBI. PGP also assisted MRBI in raising and negotiating
the financing for the transaction as part of a pre-packaged
bankruptcy of Radio Unica. PGP, an investment-banking boutique,
provides "bulge bracket" experience and expertise to mid-cap and
small-cap companies, addressing the growing investment banking
needs of middle-market companies. PGP is also focused on providing
investment-banking services to minority-owned businesses.

MRBI President and CEO Arthur Liu explained that with Radio Unica
stations, his company now owns 43 stations across the United
States. In acquiring Radio Unica, MRBI will add, after selected
divestitures, 13 radio stations in major markets to its existing
30 stations and other media interests. While these stations
encompass a wide variety of ethnic audiences, the acquisition of
Radio Unica is expected to propel MRBI's business strategy to grow
the Asian language radio market.

Liu said, "With Radio Unica's assets we are solidifying our
position as the leading radio broadcaster of Asian language
programming in the country. We expect to convert some of Unica's
stations to Asian language programming. Furthermore, we expect to
continue adding to our network of Asian broadcasting stations."

Stewart M. Kim, managing partner of PGP Capital, said "What we are
about to see in Asian-language media market is the same
consolidation we saw in Spanish-language media market, which
spawned billion-dollar companies. With the acquisition of Radio
Unica, our client is well ahead of the trend."

Kim added, "Everyone thought that Radio Unica would fall into the
hands of a large Spanish-language media concern. MRBI's
acquisition shows what is now possible in the Asian-language
market." Kim said the expectations for the Asian language
broadcast market is based on demographics that represent an
advertiser's dream. "Our research shows that the Asian-language
audience is generally younger, better educated and more affluent
than the Spanish or English-language broadcast markets."

MultiCultural Radio Broadcasting, Inc. is a leading ethnic media
company. MultiCultural owns 30 AM and FM radio stations covering
ethnically diverse markets in the U.S. with programming in
Mandarin, Cantonese, Korean, Russian, Spanish, Vietnamese and
other languages.

PGP, an investment-banking boutique, provides "bulge bracket"
experience and expertise to mid-cap and small-cap companies,
addressing the growing investment banking needs of middle-market
companies. PGP is also focused on providing investment-banking
services to minority-owned businesses. Throughout their careers,
PGP's principals combined have completed nearly 80 transactions
with an aggregate value of $25 billion.

PGP's target size for M&A transactions ranges from $25 million to
more than $500 million in enterprise value. The company reviews
every potential M&A assignment and accepts transactions based on
the merits, not merely on the size of the deal. Valuation and
fairness opinion assignments are also reviewed on a case-by-case
basis.

Radio Unica Communications Corp is based in Miami, Florida and its
operations include the Radio Unica Network and an owned and/or
operated station group covering U.S. Hispanic markets including
Los Angeles, New York, Miami, San Francisco, Chicago, Houston, San
Antonio, McAllen, Dallas, Fresno, Phoenix, Sacramento, and Tucson.


RAILAMERICA INC: Reports Improved Carload Results for January
-------------------------------------------------------------
RailAmerica, Inc. (NYSE:RRA) reported its freight carloads
(including intermodal units) for the month ended January 31, 2004.
Due to the sale of its Chilean railroad interest, results from
that operation have been eliminated for both periods.

                      Consolidated Carloads

Consolidated carloads for January 2004 increased 10% to 115,414,
from 105,220 in January 2003. On a "same railroad" basis, January
2004 carloads increased 7% to 112,021, from 105,159 in 2003.

                     North American Carloads

Total North American carloads for January 2004 were 97,821, up 6%
from 92,050 in January 2003. On a "same railroad" basis, January
2004 carloads increased 3% to 94,428, from 91,989 in 2003. For the
month of January, strong bridge traffic, agricultural & farm
products, and metallic/non-metallic ore shipments were partially
offset by lower auto and intermodal carloads.

                      Australian Carloads

For January 2004, Australian carloads were 17,593, up 34% from
13,170 in January 2003. Australian grain shipments more than
doubled to 8,370 in January 2004 from 4,103 carloads in January
2003.

Historically, the Company has found that carload information may
be indicative of freight revenues on its railroads, but may not be
indicative of total revenues, operating expenses, operating income
or net income. Attached is a comparison of consolidated and
segment carloads by commodity group for the month ended January
31, 2004 and 2003.

RailAmerica, Inc. (NYSE:RRA) is the world's largest short line and
regional railroad operator with 47 railroads operating
approximately 15,000 miles in the United States, Canada, and
Australia, including track access arrangements. The Company is a
member of the Russell 2000(R) Index. Its Web site may be found at
http://www.railamerica.com/

As reported in Troubled Company Reporter's January 28, 2004
Edition, Standard & Poor's Ratings Services assigned a preliminary
'B+/B' rating to RailAmerica Inc.'s (RRA.N: Quote, Profile,
Research) and unit RailAmerica Transportation Corp.'s (co-
registrants) $400 million Rule 415 shelf registration, under which
the companies may issue debt securities.

The 'B+' preliminary rating reflects the rating that would likely
be assigned to senior unsecured debt obligations, based on the
company's current capital structure, which contains a significant
amount of secured debt. The 'B' rating reflects the rating that
would be assigned to subordinated debt. The companies may also
issue senior secured debt and RailAmerica Inc., may also issue
preferred stock under the shelf.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on RailAmerica Inc. and its 'BB' senior secured bank
loan rating and 'B' subordinated debt rating on RailAmerica
Transportation Corp. RailAmerica Transportation Corp.'s debt is
guaranteed by RailAmerica Inc. The outlook is stable.


RIVERSIDE FOREST: S&P Assigns B+ Long-Term Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned it 'B+' long-term
corporate credit rating to wood products manufacturer Riverside
Forest Products Ltd.

At the same time, Standard & Poor's assigned its 'B+' rating to
the company's proposed US$150 million senior unsecured notes.
Proceeds from the notes will be used to repay existing debt and
also finance the acquisition of Lignum Ltd., a wood products
competitor based in British Columbia, for C$100 million, which
includes C$30 million of working capital.

The outlook is stable.

The ratings on Kelowna, B.C.-based Riverside reflect its narrow
product concentration in cyclical wood products, its particular
vulnerability as a Canadian producer, and its continuing
acquisition strategy. Partially offsetting these risks are the
company's low-cost position in the manufacturing of lumber and
plywood, some vertical integration in fiber and energy, and an
aggressive financial policy offset by adequate liquidity and
prudent debt reduction following acquisitions.

Riverside is the 10-largest lumber producer and fifth-largest
plywood and veneer producer in North America. The company is
concentrated in the production of wood-based construction
products, demand for which relies heavily on the cyclical
residential construction market. '"Despite healthy demand
supported by peak housing activity in the past several years, both
segments have experienced extreme price volatility and pressure on
earnings," said Standard & Poor's credit analyst Clement Ma.
Lumber continues to struggle with chronic oversupply that lowered
prices to extremely low levels in early 2003. In addition, for the
past year and a half, the company has experienced severe margin
pressure from the affect of punitive duties on U.S. exports.

The acquisition of Lignum is largely debt financed and will
increase leverage to approximately 50% debt to capitalization,
when market conditions are expected to remain challenging in the
near to medium term. Partially offsetting concerns about the
acquisition strategy, the company has a historical track record of
disciplined acquisitions followed by prudent debt reduction in
subsequent years. Furthermore, the acquisition is consistent with
the company's ongoing growth strategy. Lignum operates an
efficient sawmill complex and lumber distribution business, is
located adjacent to Riverside's Williams Lake facility, and offers
a number of opportunities for improved efficiencies.

The stable outlook reflects expectations that Riverside should be
able to generate some cash flow to improve its balance sheet,
despite challenging conditions for wood products, particularly
with lumber affected by overcapacity in the medium term. Despite
the higher debt levels, the company should generate average EBITDA
interest coverage of at least 2.5x and funds from operations to
total debt of more than 15% through the cycle.


SMITHFIELD FOODS: Completes Acquisition of Two Companies in U.K.
----------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) completed acquisitions of two
complementary meat companies in the United Kingdom, the Norwich
Food Company Ltd. and Ridpath Pek.

The newly acquired companies have been combined to form Smithfield
Foods Ltd., expected to generate 2004 revenues of US$65 million.
Terms of the transaction were not disclosed.

Smithfield Foods Ltd. will provide retail and food service
customers in the U.K. with a full line of fresh meats and further
processed chilled and canned meat products developed for the U.K.
market.

"The establishment of Smithfield Foods Ltd. continues our strategy
of participating in attractive markets through dedicated, resident
companies with strong, local management and the resources to be
successful," stated Robert A. Sharpe II, president, international
operations.  "Norwich and Ridpath Pek are nearly perfectly
complementary to each other, with virtually no overlap in products
or customers, which creates attractive opportunities for providing
our customers with a full range of high quality meat products.
Moreover, Smithfield Foods Ltd. will gain a dedicated supply
relationship from Smithfield's Polish subsidiary, Animex, and its
French subsidiary, SBS, assuring Smithfield Food Ltd.'s customers
of consistent quality,"  Sharpe concluded.

Smithfield Foods Ltd. will be led by John Alton Jones, chief
executive officer, who was previously co-managing director of
Norwich Foods.

"By combining the customer service and fresh meat expertise of
Norwich with the product and brand development, sales and further
processed meat proficiency of Ridpath, we are immediately able to
provide our U.K. customers with great products backed by the
superior customer service and product development they expect,"
said Jones.  "We look forward to leveraging the power of the
historic Smithfield Foods Ltd. name and the strong Pek brand."

Smithfield previously owned 50 percent of Ridpath Pek through a
joint venture.

With annualized sales of $9 billion, Smithfield Foods (S&P, BB+
Corporate Credit  Rating, Negative) is the leading processor and
marketer of fresh pork and processed meats in the United States,
as well as the largest producer of hogs. For more information,
please visit http://www.smithfieldfoods.com/


SOLECTRON: Offering Low-B-Rated $450 Mil. Convertible Senior Notes
------------------------------------------------------------------
Solectron Corporation (NYSE:SLR) (S&P, B+ Corporate Credit Rating,
Stable Outlook) intends to offer approximately $450 million
aggregate principal amount of convertible senior notes due 2034.
The notes will be offered to qualified institutional buyers,
subject to market and other conditions.

The interest and conversion rate, offering price and circumstances
in which a holder may convert their notes will be determined by
negotiations between the company and initial purchasers of the
notes. Solectron expects to grant the initial purchasers of the
notes a 30-day option to purchase up to an additional $50 million
principal amount of the notes to cover over-allotments.

The company intends to use the net proceeds of the offerings to
repurchase and repay outstanding unsubordinated indebtedness.

The securities have not been registered under the United States
Securities Act of 1933 or any state securities laws, and unless so
registered, may not be offered or sold in the United States (or to
a U.S. person) except pursuant to an exemption from the
registration requirements of the United States Securities Act of
1933 and applicable state laws.


SOLECTRON: Fitch Assigns BB- Rating to Proposed $450M Note Issue
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Solectron
Corporation's proposed debt offering of $450 million convertible
senior unsecured notes due 2034. The coupon rate is expected to be
between 0.5%-1.0% and the notes will be callable and putable in
2011.

Additionally, Solectron expects to grant a 30-day option for the
purchase of up to an additional $50 million of the notes.
Solectron's adjustable conversion rate equity security units
(ACES) are affirmed at 'B' and the senior secured bank credit
facility is affirmed at 'BB+' by Fitch. The Rating Outlook
continues to be Negative. Including the proposed debt securities,
Fitch's rating affects approximately $3.3 billion of debt
securities.

The proceeds from the debt issuance will strengthen Solectron's
liquidity, providing a cash cushion for the $953 million of LYONs
that are putable in May 2004. Fitch expects Solectron will settle
this put with cash. In addition, the asset divestiture program,
which was fully announced following the first quarter of 2004, has
generated only $110 million of the $500 to $600 million of
anticipated proceeds thus far. Fitch remains uncertain about the
timing of the asset divestitures.

The ratings are supported by Solectron's top tier position within
the EMS industry, return to operating profitability during the
first quarter of 2004, and improved liquidity position. The
ratings also consider Solectron's constrained credit protection
measures, weak operating margins, and challenging but improving
demand in its key end markets. The Negative Outlook continues to
reflect execution risk related to Solectron's ongoing
restructuring program, event risk associated with pending asset
divestitures, and uncertainty related to the sustainability and
magnitude of the recovery in information technology spending.

As a result of recovering end markets, Solectron returned to
operating profitability during the first quarter of 2004. Fitch
believes that, while Solectron faces execution risk related to its
ongoing restructuring initiatives and relatively low utilization
rates, the company should generate a modest operating profit for
fiscal 2004; however, after generating significant amounts of free
cash flow throughout the downturn mostly from working capital
reductions, Solectron expanded working capital and used
approximately $150 million of cash in the first quarter of 2004
and may have negative free cash flow for the full fiscal year.

Credit protection measures remain constrained for the ratings as a
result of high debt levels and weak operating margins. For the
last-twelve-months ended November 30, 2003, Solectron's adjusted
leverage ratio (total debt adjusted for ACES equity credit-to-
EBITDA) was 10.2 times, including the proposed $450 million of
debt securities. Interest coverage (EBITDA-to-interest incurred)
was 1.6x for the same period. Both key credit measures are roughly
flat from the quarter ended Nov. 30, 2002; however, Fitch expects
that, if operating margins continue an upward trend and after the
company meets the LYONs put and completes the asset divestiture
program, Solectron's credit protection measures should
meaningfully improve.

Liquidity remains solid, as pro-forma cash, including the $450
million of proceeds from the debt issuance, was $1.9 billion for
the quarter ended Nov. 30, 2003. The company has two undrawn
credit facilities totaling $450 million, which is comprised of
$200 million 364-day revolver, expiring Feb. 11, 2004, and $250
million revolver, expiring Feb. 14, 2005. Pro-forma total debt was
$3.3 billion ($2.5 billion after adjusting for a 70% equity credit
applied to the ACES) and consists primarily of approximately $1.1
billion of ACES, which mature in 2006 but will be remarketed in
August 2004, the aforementioned $450 million of convertible senior
notes due 2034, $1.0 billion of LYONS due 2020 but putable to
Solectron in May 2004, $150 million of senior unsecured notes due
2006, and $500 million of senior unsecured notes due February
2009.


SOLUTIA INC: Court Approves Sitrick's Engagement as PR Consultants
------------------------------------------------------------------
The Solutia Debtors sought and obtained the Court's authority to
employ Sitrick and Company, Inc. as their corporate communications
consultants as they restructure under Chapter 11.

Jeffry N. Quinn, Solutia, Inc.'s Senior Vice President, General
Counsel and Chief Restructuring Officer, says the Debtors need
experienced corporate communications consultants to assist in
preparing communications with key constituencies to facilitate
their reorganization.  It is crucial that the Debtors inform
their employees, customers and vendors of the effect that their
Chapter 11 cases will have on their businesses and that the
communications is tailored appropriately to each particular
constituency.  Furthermore, the Debtors must maintain open lines
of communication with key constituencies and keep them informed
of significant activities in their Chapter 11 cases in a timely
and effective manner.  The Debtors believe that Sitrick is both
well qualified and uniquely able to assist them in their
bankruptcy cases.

Sitrick specializes in addressing sensitive business situations
that require communications strategies targeted to key internal
and external constituencies, including customers, suppliers,
employees, unions, shareholders, bondholders, government
officials and the media.  Sitrick has substantial experience
providing corporate communications services to large corporations
in connection with both in and out-of-court restructurings.
Since the firm's founding in 1989, Sitrick has served as
corporate communications and public relations consultant in more
than 160 Chapter 11 cases.

More importantly, Sitrick has advised the Debtors and their non-
debtor affiliates on a variety of public relations issues.
During the period leading up to the Petition Date, Sitrick
assisted in the development and implementation of communication
materials relating to the Debtors' restructuring efforts and a
comprehensive communications strategy designed to facilitate a
smooth transition of their operations into Chapter 11.  Pursuant
to the communications strategy, Sitrick, among other things,
worked with the Debtors to prepare public announcements of the
commencement of the Chapter 11 cases and other communications to
certain key constituencies.  Throughout these activities,
Sitrick's professionals have worked closely with the Debtors'
management, internal communications staff and other
professionals.  As a result, Sitrick has become familiar with the
Debtors' current corporate communications needs.

Sitrick will render corporate communications consulting and
related services to the Debtors, as needed, throughout their
Chapter 11 cases.  Specifically, Sitrick will:

   (a) develop and implement communications programs and related
       strategies and initiatives for communications with the
       Debtors' key constituencies -- including customers,
       employees, suppliers and other stakeholders -- and the
       media regarding the Debtors' operations and financial
       performance and the Debtors' progress through the Chapter
       11 process;

   (b) develop public relations initiatives for the Debtors to
       maintain public confidence and internal morale during the
       Chapter 11 cases;

   (c) prepare press releases and other public statements for the
       Debtors, including statements relating to major Chapter 11
       events;

   (d) prepare other forms of communication to the Debtors' key
       constituencies and the media, potentially including
       materials to be posted on the Debtors' website; and

   (e) perform other communications consulting services as may be
       requested by the Debtors.

Mr. Quinn discloses that since the Debtors employed Sitrick in
June 2003, the Debtors have paid the firm $1,203,402 on account
of restructuring-related services rendered and $500,665 on
account of services rendered in connection with litigation and
other related expenses.  Additionally, before the Petition Date,
the Debtors provided Sitrick with a $60,000 retainer and advanced
$10,000 for its expenses.

Sitrick will be paid its customary hourly rates:

             Member               $305 to $625 per hour
             Associate            $125 to $245 per hour

Steven D. Goldberg, a member at Sitrick, assures the Court that
the firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.  Sitrick does not hold or
represent any interest adverse to the Debtors' estates.  Mr.
Goldberg discloses that Sitrick provides services to some
parties-in-interest, but in matters unrelated to the Debtors'
Chapter 11 cases. (Solutia Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPECTRUM SCIENCES: Launches Strategic Initiatives for 2004
----------------------------------------------------------
Spectrum Sciences and Software, Inc. (OTC Bulletin Board: SPSC),
highly focused on homeland security through the provision of full-
service, quality solutions to complex and diverse government
initiatives, announced its Strategic Initiatives for 2004.

Donal Myrick, founder, chairman and CEO of Spectrum made the
announcement.

"Following a record-breaking third quarter and a number of
significant and positive developments for Spectrum, the management
of the Company is pleased to announce the launching of the
Company's Strategic Initiatives for 2004," stated Mr. Myrick. "We
believe that these four strategic initiatives will fuel our
success in the year 2004 and beyond."

    Strategic Initiative #1 - Continued Financial Success:

Mr. Myrick stated, "The third quarter of 2003, ended September 30,
2003, marked the most significant financial achievement for the
Company in its 20-year history.  Third-quarter sales totaled a
record-breaking $3,287,609, which marks a 12% increase over the
same period for 2002.  For the first 9 months of fiscal 2003,
sales increased a record 17% to $10,003,999 against the same
period in fiscal 2002."

"Third quarter 2003 per share earnings rose to .01 from the third
quarter 2002 loss of (.02)," continued Mr. Myrick.  "The nine-
month earnings of .01 per share were significantly ahead of the
loss of (.06) per share posted for the first three quarters of
2002.  As well, year-to-date, the Company has aggressively paid
down its bank debt by more than 17%, from $3,206,824 to
$2,657,716.  As of September 2003, the Company's order backlog
stood at an impressive $10,795,923.

"Spectrum's management feels this positive financial momentum will
continue well into 2004 and beyond, based on the expanded demand
for defense-related solutions worldwide, the Company's favorable
position within the industry and the continued development of
sophisticated, dependable and cost-effective solutions." Please
refer to the Company's SEC filings for a complete description of
its financial state.

          Strategic Initiative #2 -- Aggressive Marketing
     of New Solutions Supporting Homeland Security Initiatives:

"While only recently added to the OTC Bulletin Board, Spectrum has
enjoyed 20 successful years in the defense industry," noted Mr.
Myrick.  "During this time, the Company has developed three
distinct divisions, which enable us to deliver turn-key solutions
in a timely, cost-effective manner. These divisions include
manufacturing, engineering and information technology.  There are
several products currently in development, which are based on our
existing, field-proven technology.  The most promising is
SafeBorders.  Being marketed to the Homeland Security Department,
whose budget is currently $30 billion and expanding, and with
strong interest from the United States Department of Defense
(DoD), SafeBorders is a contiguous border surveillance product
related to one of the Company's mainstay product offerings,
SafeRange.  SafeRange is a complete solution geared to provide a
range developer with tools to effect the planning of logistical
information, including geographic, environmental and politic
boundary information.  SafeRange has been in use at bombing ranges
throughout the United States for nearly 20 years.  By continuing
to expand applications for our proprietary, proven technologies
and solutions, we are realizing two significant business benefits:
a significantly higher return on our research development
investments, and a reduction in the barriers to entry for these
products, since they are based on established products with an
existing satisfied client base."

    Strategic Initiative #3 -- Expansion of Key Relationships:

Mr. Myrick further noted, "With our strategic plan validated by
recent profitability, record sales and a considerable order
backlog, Spectrum is now seeking to capitalize on its position of
strength by expanding key relationships with its customers and
partners.  Of particular importance to the future of Spectrum is
the Company's relationship with the United States Department of
Defense.  As Spectrum's largest and most important customer, the
DoD relies on Spectrum to provide a variety of products and
services, ranging from its SafeRange product, to managing Gila
Bend, one of the country's largest bombing ranges, to providing
Advanced Medium Range Air-to-Air Missile containers.  Currently,
the DoD is conducting a detailed review of the development of
SafeBorders.

"Spectrum's customer base extends worldwide, as evidenced by the
recent licensing of SafeRange to the German government," continued
Mr. Myrick.  "In addition to other government customers, Spectrum
sees a significant opportunity in the private sector.  In 2004,
the Company will be leveraging its experience in the public sector
by investigating commercial applications for its solutions and
services."

    Strategic Initiative #4 - Generate Investor Awareness:

On November 17, 2003, Spectrum entered into a one-time public
relations agreement with Capital Financial Media, Inc., in an
effort to publicize itself with the intention of making its name
and business better known. Spectrum has engaged CMF as its media,
direct mail and public relations consultant to provide
consultation, support, and assistance in planning and implementing
a long-term campaign to enhance and expand public awareness of
Spectrum, its technology, products and business opportunity.  The
services to be provided by CMF are on a time availability basis.

CMF will commence an aggressive investor relations program
consisting of an advertisement report on Spectrum to be prepared
and distributed in the United States and abroad.  CFM has received
and managed a total production budget of $350,000 for this print
advertising effort, and will retain any amounts over and above the
cost of production as a fee for production services. CFM may also
receive new subscriber revenue as a result of the advertising
efforts. Additionally, as part of the consideration, CFM may
receive 2 tranches of 250,000 warrants to purchase Spectrum shares
from the Company at strike/exercise prices of $1.60 and $3.20
(dependent upon performance).  No CFM shares will be sold for at
least 60 days after the dissemination of the advertisement.

                          Summary

Mr. Myrick concluded, "Spectrum's long-standing position as a
favored defense vendor, coupled with ongoing, positive financial
performance, provide a solid foundation for aggressive growth.
Management is determined to capitalize on the immediate,
significant opportunities available to the Company.  Our business
model is currently successful and tuned to deliver competitive
advantages, improved margins, and ultimately, increased
shareholder value.  We are actively encouraging the financial
community to review the Company information on our corporate Web
site: http://www.specsci.com/"

Spectrum Sciences & Software Holdings Corp. is highly focused on
Homeland Security through the provision of full service, quality
solutions to complex and diverse government initiatives.  Spectrum
is dedicated to providing innovative, dependable and cost-
effective products and services to a broad range of government
customers and is headquartered in Fort Walton Beach, Florida.
Founded in 1982, the company currently has over 130 employees.
Primary markets include engineering services, operation,
maintenance, information technology and manufacturing. Spectrum
provides and maintains Software Model Development and Safety
Footprint Development to the United States Air Force, the United
States Army, the United States Navy and many of our allied
nations.  Spectrum also operates and manages the largest air-to-
ground bombing range in the United States, located in Gila Bend,
Arizona. The Information Technology Division provides a full range
of IT services, including web site development and hosting,
software development and GIS services.  The company's
manufacturing division is ISO 9001/2000-qualified and provides a
broad array of services for both commercial and Department of
Defense customers. The company has, or has had, contracts with the
United States Air Force, including the Air Combat Command (ACC),
the Air Force Reserve Command (AFRC); the Air Force Special
Operations Command (AFSOC); the Air National Guard (ANG); the
Department of Navy, including United States Navy (USN); United
States Marine Corps (USMC); the Royal Australian Air Force (RAAF);
the Royal Air Force (RAF) and the German Air Force (GAF).  To find
out more about Spectrum, visit http://www.specsci.com/

At September 30, 2003, Spectrum Sciences' balance sheet shows a
working capital deficit of about $3 million, and a total
shareholders' equity deficit of about $1 million.


STOLT OFFSHORE: Will Publish Q4 and FY 2003 Results on February 18
------------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO) will
release its fourth quarter and full year 2003 results on Wednesday
February 18, 2004.  A conference call will be held to discuss the
earnings and review business operations on Wednesday, February 18,
2004 at 2.00pm GMT.

Participating in the conference call will be:

    - Tom Ehret - Chief Executive Officer
    - Stuart Jackson - Chief Financial Officer

From 12 noon GMT the following information will be available on
the Stolt Offshore website, http://www.stoltoffshore.com/:

    - A copy of the fourth quarter and full year 2003 results
      press release
    - A copy of a presentation to be reviewed on the earnings call
    - In depth video interviews with Tom Ehret, CEO and Stuart
      Jackson, CFO -- also available in audio and transcript. This
      item will also be accessible on http://www.cantos.com/

               Conference Call Information

Lines will open 10 minutes prior to conference call

     Date : Wednesday February 18, 2004
     Time : 2pm GMT

     Freephone Dial In Numbers:
     UK : 0800 953 0938
     USA : 1 866 389 9773
     Norway : 800 16533
     France : 0805 110 466
     Italy : 800 783 256
     Netherlands : 0800 023 4993

     International Dial In : +44 1452 569 113

     Reservation No : 986420

                    Replay Facility details

This facility is available from 5pm GMT Wednesday February 18th
2004, until 5pm GMT Wednesday February 25th, 2004

     Freephone Dial In Numbers:
     Dialling from the UK : 0800 953 1533
     Dialling from the US : 1866 276 1167

     International Dial In : +44 1452 55 00 00

     Passcode : 986420 #

Alternatively a live webcast and a playback facility will be
available on the Company's Web site http://www.stoltoffshore.com/

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas

                         *    *    *

As reported in Troubled Company Reporter's January 2, 2004
edition, Stolt Offshore S.A. obtained an extension from
December 15, 2003 until April 30, 2004 of the waiver of banking
covenants.

Stolt Offshore continues discussions with its lenders towards a
long-term agreement.


TEREX CORP: Will Present at Deutsche Bank Conference Today
----------------------------------------------------------
Terex Corporation (NYSE: TEX) will participate in the Deutsche
Bank Global Transportation Conference at The Ritz-Carlton in
Naples, Florida, today. The meeting will include a presentation by
Ronald DeFeo, Chairman and Chief Executive Officer and Tom
Gelston, Director Investor Relations.

A live webcast of this presentation can be accessed today at 1:45
p.m. (EST) on the Terex Corporation Web site at
http://www.terex.com/under the Investor Relations section.

Listeners should go to this site at least 15 minutes before this
event to download and install any necessary audio software. For
those unable to listen to the live broadcast, a replay will be
available for 90 days by accessing the above address. There is no
charge to access the event.

Terex Corporation (S&P, BB- Corporate Credit Rating, Stable) is a
diversified global manufacturer based in Westport, Connecticut,
with 2002 revenues of $2.8 billion. Terex is involved in a broad
range of construction, infrastructure, recycling and mining-
related capital equipment under the brand names of Advance,
American, Amida, Atlas, Bartell, Bendini, Benford, Bid-Well, B.L.
Pegson, Canica, Cedarapids, Cifali, CMI, Coleman Engineering,
Comedil, CPV, Demag, Fermec, Finlay, Franna, Fuchs, Genie,
Grayhound, Hi-Ranger, Italmacchine, Jaques, Johnson-Ross,
Koehring, Lectra Haul, Load King, Lorain, Marklift, Matbro,
Morrison, Muller, O&K, Payhauler, Peiner, Powerscreen, PPM, Re-
Tech, RO, Royer, Schaeff, Simplicity, Square Shooter, Telelect,
Terex, and Unit Rig. Terex offers a complete line of financial
products and services to assist in the acquisition of Terex
equipment through Terex Financial Services. More information on
Terex can be found at http://www.terex.com


TITAN CORP: Special Shareholders' Meeting Set for March 16, 2004
----------------------------------------------------------------
The Titan Corporation (NYSE: TTN) has set the date for its
stockholders to vote on Titan's proposed merger with Lockheed
Martin Corporation (NYSE: LMT). The special meeting of Titan's
stockholders will be held at Titan's corporate headquarters on
Tuesday, March 16, 2004, at 9:30 a.m., Pacific Time.  Holders of
record of Titan common stock as of February 9, 2004 will be
entitled to vote at the special meeting.

Titan also announced the redemption date for its outstanding
shares of cumulative convertible preferred stock (NYSE: TTN_Pr).
All outstanding shares of preferred stock will be redeemed at 5:00
p.m., New York City time, on March 15, 2004.  The redemption price
is $20.03 per share in cash, which price includes accrued and
unpaid dividends through the redemption date.  Titan's regularly
scheduled March 5, 2004 preferred stock dividend will be paid to
holders as of February 6, 2004, the record date for such payment.

At any time prior to the time of redemption, preferred
stockholders have the option to convert each share of preferred
stock into 0.781 shares of Titan's common stock.  Stockholders who
convert their preferred stock will not be entitled to any
dividends that accrue subsequent to the March 5 dividend through
their conversion date.

A notice of redemption detailing the terms of the redemption and
applicable conversion rights will be mailed to all holders of
record of the preferred stock as of February 9, 2004.  The mailing
will also include instructions for stockholders who wish to
convert shares of preferred stock into common stock and thereafter
to make an election as to the form of consideration to be received
in the proposed merger of Titan and Lockheed Martin.

Not later than March 15, 2004, Titan will deposit the aggregate
redemption price in trust for preferred stockholders with
EquiServe Trust Company. EquiServe will act as Titan's redemption
and conversion agent for the preferred stock.  EquiServe's address
is 100 Williams Street, Galleria, New York, NY 10038 and its
telephone number for further inquiries is 1-800-251-4215.  The
CUSIP number for the preferred stock subject to redemption is
888266202.

Lockheed Martin and Titan have filed a proxy statement/prospectus
and other relevant materials with the SEC in connection with the
proposed acquisition of Titan by Lockheed Martin.  On February 9,
2004, the SEC declared effective the registration statement of
which these materials form a part, and the proxy
statement/prospectus will be mailed on or about February 11, 2004
to the stockholders of record of Titan as of February 9, 2004.
Stockholders of Titan and investors are urged to read the proxy
statement/prospectus and other relevant materials before making
any voting or investment decision with respect to the proposed
merger because it contains important information about Lockheed
Martin, Titan and the proposed merger. The proxy
statement/prospectus and other relevant materials (when they
become available), and any other documents filed by Lockheed
Martin or Titan with the SEC, may be obtained free of charge at
the SEC's web site at http://www.sec.govor by contacting
Georgeson Shareholder Communications, Inc. at (212) 440-9800.  In
addition, stockholders and investors may obtain free copies of the
documents filed with the SEC by Lockheed Martin by contacting
Lockheed Martin Investor Relations, 6801 Rockledge Drive,
Bethesda, MD 20817, (301) 897-6598. Stockholders and investors may
obtain free copies of the documents filed with the SEC by Titan by
contacting Titan Investor Relations, 3033 Science Park Rd., San
Diego, CA 92121, (858) 552-9848.

Lockheed Martin and Titan, and their respective directors and
executive officers, may be deemed to be participants in the
solicitation of proxies of Titan stockholders in connection with
the proposed merger.  Stockholders and investors may obtain more
detailed information regarding the names, affiliations and
interests of those persons in the solicitation by reading the
proxy statement/prospectus when it becomes available.

Headquartered in San Diego, The Titan Corporation (S&P, BB-
Corporate Credit and Senior Secured Debt Ratings, Positive) is a
leading provider of comprehensive information and communications
systems solutions and services to the Department of Defense,
intelligence agencies, and other federal government customers.  As
a provider of National Security Solutions, the company has
approximately 11,000 employees and current annualized sales of
approximately $1.7 billion.


TRAVEL PLAZA: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Travel Plaza of Baltimore II, LLC
             5625 O'Donnell Street
             Baltimore, Maryland 21224

Bankruptcy Case No.: 04-12481

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Calverton Hotel Venture, L.L.C.            04-12482

Type of Business: The Debtor owns a hotel with amenities.

Chapter 11 Petition Date: February 2, 2004

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtors' Counsels: Cameron J. Macdonald, Esq.
                   Karen Moore, Esq.
                   Kevin G. Hroblak, Esq.
                   Whiteford Taylor & Preston L.L.P.
                   Seven Saint Paul Street
                   Baltimore, MD 21202
                   Tel: 410-347-8700

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
D.P. Holdings, Inc.           Loan                      $603,030
Attn: Ms. Tasneem Virani
6670 Deer Lake Drive
Burnaby, BC V5E2L8 Canada

Sheru Ohio Holdings, Inc.                               $555,701
Attn: Tajdin Kassan
910-2150 Belleview Avenue
West Vancouver, BC
7V1C3 Canada

Auden Colorado, Ltd.          Loan                      $226,627

Shamshuddin & Yasmin Jaffer   Loan                      $172,368

Dr. Naresh Parikn             Loan                      $171,085

A&M Holdings, Inc.            Loan                      $151,125

Peter Kinahan                 Loan                      $125,750

Gulshan Holdings, Inc.        Loan                      $113,462

Naseem Moledina               Loan                      $100,750

Best Western International    Trade debt                 $32,186

Abramoff, Neuberger & Linder  Trade debt                 $28,670

Peter Kinahan                 Trade debt                 $25,000

Holland Shipes Vann           Trade debt                 $16,395

Washington Gas Energy         Trade debt                 $15,329
Services

Mason Media                   Trade debt                 $11,672

Otis Elevator Company         Trade debt                 $10,619

Kaiser Permanente             Trade debt                  $9,035

Gable Signs                   Trade debt                  $7,057

US Lec Corp.                  Trade debt                  $4,765

D.P. Holdings, Inc.           Trade debt                  $4,489

BFPE                          Trade debt                  $4,011

Guest Distribution            Trade debt                  $3,911
Breckenridge

Browning - Ferris Industries  Trade debt                  $3,892

Baltimore Gas And Electric    Trade debt                  $3,586
Company

Alpha Ribbon Services         Trade debt                  $3,236

Newmarket International Inc.  Trade debt                  $3,166

Baltimore Gas and Electric    Trade debt                  $2,714
Company

Gulshan Harjee                Loan                        $2,625

Eagle Services Inc.           Trade debt                  $2,205

Multi-Systems, Inc.           Trade debt                  $2,100


TRW AUTOMOTIVE: Will Publish Q4 and FY 2003 Results on Tuesday
--------------------------------------------------------------
TRW Automotive Holdings Corp. (NYSE: TRW) plans to release its
fourth-quarter and full-year 2003 financial results at 8:00 a.m.
EST on Tuesday, February 17, 2004.

The company also scheduled a conference call on the same day at
10:00 a.m. EST, where John C. Plant, president and chief executive
officer, and Joseph S. Cantie, vice president and chief financial
officer, will discuss the company's fourth-quarter and full-year
2003 financial results and other related matters.

To participate in the conference call -- limited to security
analysts, fund managers and media representatives -- please call
either (877) 852-7898 for U.S. locations or (706) 634-1095 for
international calls.

An audio replay of the conference call will be available
approximately two hours following the conference call.  To access
the replay, please call (800) 642-1687 for U.S. locations or (706)
645-9291 for international calls. The replay code for this call is
5444886.  The audio replay will be available for one week.

A live audio web cast and subsequent replay of the conference call
will be available to the general public on the company's web site
at http://www.trwauto.com/results/

The company's press release, presentation material and other
related material, including supplemental information when
applicable, will be posted on the company's Web site at
http://www.trwauto.com/results/

With 2002 sales of nearly $10.6 billion, TRW Automotive ranks
among the world's top 10 automotive suppliers.  Headquartered in
Livonia, Michigan, USA, the company, through its subsidiaries,
employs approximately 61,000 people in 22 countries.  Its products
include integrated vehicle control and driver assist systems,
braking systems, steering systems, suspension systems, occupant
safety systems (seat belts and airbags), electronics, engine
components, fastening systems and aftermarket replacement parts
and services. TRW Automotive news is available on the Internet at
http://www.trwauto.com/

As previously reported, Fitch Ratings, predicated on the
completion of TRW Automotive's scheduled initial public offering
of equity, raised the indicative ratings of TRW Automotive Inc. to
'BB+' from 'BB' for the senior secured bank debt, to 'BB-' from
'B+' for the senior notes, and to 'B+' from 'B' for the senior
subordinated notes. The Rating Outlook is Stable. Approximately
$3.3 billion of debt is affected by this rating action.


TV AZTECA S.A.: Pays its US$125 Million 10-1/8% Note Due 2004
-------------------------------------------------------------
TV Azteca, S.A. de C.V. (NYSE: TZA) (BMV: TVAZTCA), one of the two
largest producers of Spanish-language television programming in
the world, made a deposit in the account of its custody bank in
the U.S. to fully amortize at maturity the company's US$125
million 10-1/8% note due February 15, 2004.

As previously detailed, the payment is composed of US$60 million
from TV Azteca's cash position and US$65 million of unsecured
financing obtained from financial institutions, on market terms.

The debt reduction is part of the company's ongoing plan to
allocate a substantial portion of TV Azteca's expected cash
generation to reduce the company's debt by approximately US$250
million, and to make cash distributions to shareholders of over
US$500 million by 2008.

Within the plan for uses of cash, the company made a distribution
of US$125 million on June 30, 2003, an additional US$15 million on
December 5, 2003, and currently reduces the company's net debt by
US$60 million and defines upcoming distributions and further debt
reduction.

The company noted solid financial results, together with strict
adherence to its commitment that prevents TV Azteca from investing
in Unefon, allowing for the determined continuation of its cash
plan.  Resulting overall debt reduction will translate into
stronger capital structure, which benefits both shareholders and
noteholders.

TV Azteca believes robust financial and operating results in
Mexico and in the U.S., combined with its cash plan, have been key
in the performance of its publicly traded ADR, which despite
recent price volatility, has increased over 70% in the last twelve
months, and allowed for an 11% dividend yield in the prior year,
considering the average ADR price in 2003.

TV Azteca is one of the two largest producers of Spanish-language
television programming in the world, operating two national
television networks in Mexico, Azteca 13 and Azteca 7, through
more than 300 owned and operated stations across the country.  TV
Azteca affiliates include Azteca America Network, a new broadcast
television network focused on the rapidly growing US Hispanic
market, and Todito.com, an Internet portal for North American
Spanish speakers.

As previously reported, Fitch Ratings assigned a 'B+' senior
unsecured rating to TV Azteca S.A. de C.V. The Rating Outlook is
Stable.

The rating applies to $125 million 10.375% senior notes due 2004,
$300 million 10.5% senior notes due 2007, and $122 million of
long-term loans.

TV Azteca's ratings are based on the company's solid business
position, strong cash flow from its Mexican TV broadcasting
business, leveraged financial position, near term liquidity and
refinancing needs, and the indirect burden of debt at parent
company Azteca Holdings in the form of associated dividend
required to service this debt.


UNITED AIRLINES: Flight Attendants Seek Support to Save Benefits
----------------------------------------------------------------
United Airlines flight attendants and retirees, represented by the
Association of Flight Attendants-CWA, AFL-CIO, held passenger
outreach events in Los Angeles, San Francisco, Seattle and
Washington, D.C. to gather passenger signatures protesting
United's plan to break its agreement with flight attendant
retirees.

United management signed a letter of agreement in May 2003 to
ensure that flight attendants retiring before July 1, 2003 would
have access to health care benefits that were less costly and more
comprehensive than those that would be in place for those who
retire after that date.  Based on that agreement, over 2,500
flight attendants retired before the July 1 deadline, only to find
out just six months later that United intends to double-cross
them and cut their benefits.  These changes will force retirees to
pay hundreds of dollars more per month of their modest pensions
just to continue health insurance.

Action is being held in the following cities on February 9:

    * Los Angeles Airport -- Passenger leafleting, 11 a.m. until 2
      p.m., United Terminal 7, Upper level.  Local contact: Darren
      Shiroma, 310-428-1065.

    * San Francisco Airport -- Passenger leafleting, 9 a.m. until
      1 p.m., Terminal 3, United doors 1-6.  Local contact: Stan
      Kiino, 415-902-5764.

    * SEA-TAC Airport -- Leafleting and picketing, 9 a.m. until 1
      p.m., United Ticketing and sky bridges.  Local contact: Rich
      Villagracia, 206-778-1434.

    * Washington Dulles Airport -- Passenger leafleting, 2 p.m.
      until 6 p.m., Upper level, Door 4.  Local contact: Michael
      Ely, 202-368-8699.

Retirees will be on hand to tell their stories about how United's
proposed changes will impact their lives, and current United
employees will join in the fight to inform the public of United's
bait and switch tactics.  Some of these retirees will be attending
events for the first time because cancer treatment prohibited
their involvement until now.

More than 46,000 flight attendants, including the 21,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union.  AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO.  Visit
http://www.unitedafa.org/for more information on the
organization.


US AIRWAYS: May Continue Using Outside Workers for Aircraft Checks
------------------------------------------------------------------
U.S. Airways, Inc. appeared before the United States Court of
Appeals for the Third Circuit (Case No. 03-4169) to appeal an
order entered by the United States District Court for the Western
District of Pennsylvania (Civ. Case No. 03-01496) on October 21,
2003.

The district court's order bars U.S. Airways Inc. from using an
outside contractor to perform the maintenance overhauls -- called
S-Checks -- on the Company's narrow body Airbus aircraft.  These
S-Checks are mandated by the Federal Aviation Administration.

The dispute between U.S. Airways and the International Association
of Machinists and Aerospace Workers over whether the
subcontracting is permissible depends on whether or not the
dispute constitutes a major dispute under the Railway Labor Act,
45 U.S.C. section 151.  The Railway Labor Act has covered the
airline industry since 1936.  The district court concluded the
dispute is major under the RLA, and issued a preliminary
injunction barring use of a subcontractor to perform the heavy
maintenance overhauls called S-Checks while the merits of the case
were determined in the district court.   The Third Circuit three-
judge panel -- consisting of Judges Barry, Smith and Greenberg --
rules that the dispute is minor under the RLA, and, therefore, the
district court, lacked jurisdiction to issue the preliminary
injunction.

                       FACTUAL BACKGROUND

The IAM is an unincorporated labor organization that is the
certified collective bargaining representative of the U.S. Airways
mechanics and related personnel.  District Lodge 141-M is the
IAM's negotiating arm.  For more than 50 years, the IAM and U.S.
Airways have been parties to collective bargaining agreements
governing U.S. Airways mechanics and related employees.  On August
11, 2002, U.S. Airways filed for Chapter 11 bankruptcy and
implemented measures to reduce its operating costs.  These
measures included renegotiating the terms of its collective
bargaining agreements; rejecting certain aircraft leases;
rejecting real property leases; reducing wages and benefits for
its management and non-union employees; and rejecting or
renegotiating other agreements with its lessors, vendors and
suppliers.

The S-Check Requirement.

FAA guidelines require U.S. Airways to perform S-Checks on its
narrow body Airbus aircraft every five years.  S-Checks are the
most extensive type of scheduled maintenance checks, requiring a
detailed inspection of the aircraft and repair of any
discrepancies on the airframe, components and engines.  U.S.
Airways' first S-Check became due on October 15, 2003.  Nine other
S-Checks were due by the end of 2003 and seven others are due in
September 2004.

U.S. Airways emerged from bankruptcy on March 31, 2003.  The
Company claims that until that time it could not properly arrange
for the 10 S-Checks that were due in 2003.  At some point before
October 6, 2003, U.S. Airways told IAM that it may need to hire a
vendor to perform the S-Checks because it lacked the necessary
equipment and facilities to perform them itself.  On October 6,
2003, U.S. Airways confirmed this need with the IAM with regard to
its first 10 S-Checks.  The Company said it would work with the
IAM to identify means by which the remaining S-Checks could be
performed in-house.

The Collective Bargaining Agreement.

Article 2(B), the "Scope Clause" defines the scope of the work to
be performed by IAM-represented employees: "The Company agrees
that the following described work, wherever performed, is
recognized as coming within the jurisdiction of the IAM, and is
covered by this Agreement: [A]ll work involved in dismantling,
overhauling, repairing, fabricating, assembling, welding and
erecting all parts of airplanes, airplane engines, avionics
equipment, electrical system, heating system, hydraulic system and
machine tool work in connection therewith...It is the Company's
intent, however, to utilize all its equipment and facilities in
performing work in its own organization.  In the event that a
situation should develop whereby the equipment and facility
limitations are not available or sufficient to perform such work,
the Company will confer with the Union in an effort to reach an
understanding with respect to how the problem is to be resolved.
Receipt and dispatch, including the ancillary duties associated
with receipt and dispatch, of  Commuter Aircraft may be
accomplished by employees not covered by the mechanic and related
agreement...The parties do not dispute that the scope language
encompasses airframe heavy maintenance (HMV) work, which is the
type of work an S-Check requires."

The Collective Bargaining Agreement contains two addenda:  the
Letter of Clarification (the First Clarification); and
Clarification of Article 2(B) (the Second Clarification).  The
First Clarification states Section (B) of Article 2 is recognized
by both parties as prohibiting the farming-out of the types of
work specified in Section (B).

The Second Clarification states that "relative to the Scope Clause
[see above] it is agreed that the following listed exceptions to
the coverage of Article 2 shall not be deemed in violation
thereof"; namely, types of work customarily contracted out, such
as parts and material which the Company could not be expected to
manufacture, such as engine and airframe parts, castings,
cowlings, seats, wheels and other items which are commonly
manufactured as standard items for the trade by vendors.
Additionally, the Second Clarification states that work
subcontracted out to a vendor will be of the type that cannot be
manufactured or repaired in-house by existing skills/equipment or
facilities of the Company.

The Second Clarification states further that the Company, due to
lack of facilities, may subcontract the major overhaul of aircraft
engines during the life of the Collective Bargaining Agreement.
(In the joint appendix filed in the appeals court, the IAM notes
that neither HMV [heavy maintenance] nor other maintenance work on
aircraft airframes is mentioned in the list of subcontracting
exceptions.  The parties agree that heavy maintenance work is not
the type of work that customarily has been contracted out.)

Bargaining History.

The IAM presents to the court past conduct on the part of U.S.
Airways regarding the subcontracting of HMV work on its Boeing
fleet.  The IAM notes that during negotiations in 1999 for a
successor agreement (a major dispute), U.S. Airways sought to
obtain the right to subcontract Q-Checks of its Boeing fleet,
claiming that it lacked the facilities to perform the work.  The
IAM rejected U.S. Airways' proposal, and thus, U.S. Airways did
not achieve the right to subcontract the Q-Checks.

Parties' Practice.

U.S. Airways never has subcontracted HMV work in its 54-year
relationship with the IAM.  Rather, IAM-represented employees
always have performed such work, regardless of the model of the
aircraft.  The IAM claims that the Company acquired a hangar in
Tampa, Florida, where it could have performed the S-Checks,
although it voluntarily closed the facility in November 2002.

The Dunsford Arbitration.

U.S. Airways presents evidence of an arbitration between it and
the IAM in 1991-1992, before the U.S. Airways-IAM System of
Adjustment/Arbitration (System Board), which Professor John
Dunsford decided (the Dunsford Arbitration).  The issue before the
System Board was whether U.S. Airways could outsource engine
overhaul work because it lacked the facilities to perform the work
in-house.  Professor Dunsford decided that it could, noting that
the IAM had not met its burden of showing that there were
facilities to do the work in-house.

While the parties agree that this award has become part of the
CBA, they dispute its meaning.  U.S. Airways contends Professor
Dunsford relied on the Second Clarification of the CBA in the case
he was arbitrating, when he held that even though the engine
overhaul work customarily had not been contracted out, U.S.
Airways could do so in that case because it lacked the facilities
to do the work in-house.  In contrast, the IAM believes that
Professor Dunsford relied solely on Section I in the Second
Clarification, which creates a specific exception for aircraft
engine overhauling where there is a lack of facilities.

Procedural Background.

On August 4, 2003, the IAM notified U.S. Airways that use of an
outside vendor for the S-Checks would violate the scope of the CBA
and would create a major dispute.  U.S. Airways countered on
August 28, 2003, that because the parties differed as to the
interpretation of the CBA regarding whether S-Checks could be
subcontracted, the dispute was a minor one.  Thus, U.S. Airways
attempted to submit the dispute to the System Board, but the IAM
refused to arbitrate the dispute.

On October 6, 2003, the IAM moved in the district court for a
temporary restraining order and preliminary injunction barring
U.S. Airways from using an outside vendor for the S-Checks.   The
IAM argued that the CBA required U.S. Airways to use IAM employees
for its S-Checks and that use of an outside vendor constituted a
major dispute, requiring maintenance of the status quo.

After oral argument, the district court held on October 21, 2003,
that the dispute was a major one and it preliminarily enjoined
U.S. Airways from using an outside vendor for the S-Checks.  It
held that U.S. Airways' arguments under the CBA were obviously
insubstantial and that it was attempting to remake or amend the
CBA's prohibition against HMV (heavy maintenance) subcontracting.

U.S. Airways filed a notice of appeal and a motion for stay
pending appeal.  After a hearing, the district court denied the
Company's request for a stay, but it modified its injunction to
permit the Company to complete work on one partially disassembled
aircraft.  On October 27, 2003, U.S. Airways moved in the appeals
court for an emergency stay pending appeal, which a motion panel
denied on November 5, 2003, but it did expedite the appeal.  On
January 12, the three-judge panel heard oral argument on U.S.
Airways' appeal.

     JUSTICE GREENBERG REVIEWS THE MAJOR/MINOR DISPUTE ISSUE

Guidelines To Determine Major vs. Minor Disputes.

The Railway Labor Act, writes Judge Greenberg for the appeals
court, is the product of a joint effort by labor and management
representatives to channel labor disputes into constructive
resolution procedures as a means of avoiding interruptions to
commerce and preventing strikes.  The two types of disputes that
can arise under the RLA are major disputes and minor disputes.

The Supreme Court has explained that the formal demarcation
between major and minor disputes does not turn on a case-by-case
determination of the importance of the issue presented or the
likelihood that it would prompt the exercise of economic self-
help.  Consolidated Rail Corp. v. Railway Labor Executives Ass'n ,
491 U.S. 299 (1989) (Conrail).  Rather, the difference between the
two types of disputes, Judge Greenberg points out, is that major
disputes seek to create contractual rights, while minor disputes
seek to enforce them.  (See Conrail in which the Court held that
inclusion of drug testing as part of the railroad's physical
examinations arguably was justified by implied terms of a
collective bargaining agreement, and therefore the dispute was
minor.)

Major disputes relate to the actual formation of collective
bargaining agreements or the efforts to secure them.  A major
dispute may arise in the absence of such an agreement or where a
party seeks to change the terms of one.  Thus, says Judge
Greenberg, major disputes look to acquisition of rights for the
future, not to the assertion of rights claimed to have vested in
the past.  Conrail, 491 U.S. 302.

In the event of a major dispute, the RLA requires the parties to
undergo a lengthy process of bargaining and mediation. Until the
parties have exhausted those procedures, they are obligated to
maintain the status quo, and the employer may not implement the
contested change in rates of pay, rules or working conditions.
The district courts have subject-matter jurisdiction to enjoin a
violation of the status quo pending completion of the required
procedures, without the customary showing of irreparable injury.

Launching, next, into a description of what constitutes a minor
dispute, Judge Greenberg writes that, in contrast, minor disputes
arise out of grievances or out of the interpretation or
application of existing collective bargaining agreements.  Conrail
at 491 U.S. 303.  The dispute relates usually to the meaning or
proper application of a particular provision with reference to a
specific situation.  For example, where an employer asserts a
contractual right to take a contested action, the ensuing dispute
is a minor one if the action arguably is justified by the implied
or express terms of the parties' collective bargaining agreement.
However, if the employer's claimed justification for the action is
frivolous or obviously insubstantial, the dispute is a major one.
See Conrail at 491 U.S. 310.

A minor dispute is subject to a compulsory and binding arbitration
before an adjustment board established by the employer and the
unions representing the employees.  That board, in this case the
System Board, has exclusive jurisdiction over the dispute.  There
is no general statutory obligation that the employer maintain the
status quo pending the arbitrator's decision.  Thus, in a minor
dispute, Judge Greenberg states, each side can act on its
interpretation of the existing agreements until the arbitration
panel rules otherwise.

The Instant Dispute.

Judge Greenberg writes in his Opinion that the judges of the
appeals court panel find the instant dispute to be a minor one, as
defined by the Supreme Court in Conrail: both parties have
asserted rights existing under the CBA; the dispute turns on the
proper interpretation or application of the CBA; and the U.S.
Airways argument is neither frivolous nor obviously insubstantial.

Specifically, both parties contend that the terms of the existing
CBA either establish or refute the presence of the right to
subcontract S-Checks.  Both parties contend the dispute can be
resolved by reference to certain provisions of the CBA; in most
instances, the same provisions.

For example, the IAM contends the dispute can be resolved by
reference to the following:

1. The scope clause of Article 2 (B), which includes HMV work;

2. The First Clarification, which prohibits the farming out of
   work included in the scope clause;

3. The Second Clarification, which does not contain an exception
   for HMV work; and

4. U.S. Airways' past practice of performing all HMV work in-
   house.

U.S. Airways, similarly, contends that the dispute can be resolved
by reference to certain terms of the CBA; for example:

a. The scope clause of Article 2 (B), which includes HMV work;

b. The facilities and equipment clause of Article 2 (B), which
   contains a meet and confer obligation when the Company lacks
   adequate equipment or facilities to perform the S-Checks;

c. The Second Clarification, which states that U.S. Airways may
   contract out work for which it lacks the skills, equipment or
   facilities to perform the work in-house; and, additionally,

d. The Dunsford Award upholding the right to subcontract engine
   overhaul work when in-house facilities are lacking.

(All of the relevant terms of the parties' Collective Bargaining
Agreement have been described in the Factual Background section of
the Opinion, above, as has the Dunsford Award.)

Justice Greenberg also says that the judges of the appeals court
panel hold that the district court erred in finding U.S. Airways'
contentions frivolous and obviously insubstantial. Justice
Greenberg states that the arguments posited by U.S. Airways in its
interpretations of the relevant terms of the CBA terms meet the
Company's relatively light burden of asserting rights under the
CBA that are neither frivolous nor obviously insubstantial.

"We do not go further and state a view as to whether we ultimately
agree with U.S. Airways or the IAM as it is not our responsibility
to make such a determination.  Rather we leave the merits of the
parties' arguments to the System Board, and merely lift the
preliminary injunction because there is no requirement that the
status quo be maintained in this minor dispute."

Circuit Court Judge Smith dissents because he disagrees with the
conclusion of the majority that U.S. Airways' position is not
frivolous.  Judge Smith writes in his dissent that he agrees with
the district court that "under the guise of a claimed dispute
about meaning of language in the CBA, U.S. Airways is attempting
to remake or amend the most elemental and consequential provisions
of the CBA."  Judge Smith writes that he must dissent because the
Company has not presented a construction of the contract that even
arguably supports its position.


WEIRTON STEEL: Court Approves Stipulation with Herman Strauss
-------------------------------------------------------------
Weirton Steel Corporation and Herman Strauss, Inc. are parties to
two agreements:

   * An Inter-Party Agreement dated June 29, 2001, pursuant to
     which Herman Strauss furnishes scrap material to the Debtor
     on a periodic basis; and

   * A Sales Agreement dated December 11, 1997, which sets forth
     certain provisions of acceptable scrap material and other
     services provided by Herman Strauss to the Debtor.

The Debtor purchases between $1,800,000 and $2,000,000 worth of
scrap material from Herman Strauss each week pursuant to the
Agreements.  On the average, Herman Strauss owes the Debtor
approximately $1,500,000 at any given point in time pursuant to
the Agreements.

The Debtor and Herman Strauss agreed to modify the terms of the
Inter-Party Agreement:

   (a) Herman Strauss agrees to waive the requirement with
       respect to prepayment of delivery of scrap materials
       to the Debtor, subject to these conditions:

          (1) Herman Strauss will immediately extend net seven
              day terms with respect to the Debtor's payment
              obligations to Herman Strauss under the Agreements,
              including, but without limitation, Invoice No.
              10179 for $1,612,944;

          (2) Should the Debtor's Chapter 11 case convert to a
              Chapter 7 case, Herman Strauss will be permitted to
              exercise its right to a postpetition set-off in the
              amount of the obligation then due from Herman
              Strauss to the Debtor under the Agreements.
              Further, in the event that any party-in-interest,
              including the Debtor, files a motion to convert the
              Debtor's Chapter 11 case to a Chapter 7 case,
              Herman Strauss' waiver of the prepayment provision
              will be suspended commencing seven days prior to
              the hearing on the Conversion Motion and will be
              reinstated on the denial or withdrawal of the
              Conversion Motion, and during any suspension the
              Parties will comply with the original terms of
              the Inter-Party Agreement;

          (3) Should the Debtor fail to make timely payments
              under the Agreements, as modified and waived by the
              Stipulation, then Herman Strauss may immediately
              demand prepayment for future deliveries of scrap
              until the nonpayment is cured.  Further, should the
              Debtor fail to cure the nonpayment within two
              business days after notice thereof from Herman
              Strauss, Herman Strauss will be permitted to
              exercise its right to a postpetition set-off in the
              amount of the obligation then due from Herman
              Strauss to the Debtor under the Agreements; and

          (4) The Stipulation detailing the parties' agreement
              allowing Herman Strauss and Automatic Recycling,
              Inc. to effectuate prepetition set-offs will be
              submitted to the Court;

   (b) Herman Strauss agrees to modify Section 3(C) of the Inter-
       Party Agreement to reduce the service charge from 50 cents
       to 25 cents per ton of scrap purchased from Herman Strauss
       by the Debtor;

   (c) Herman Strauss and the Debtor agree that the postpetition
       weight shortages on railroad transfers of scrap from
       May 20, 2003 through June 30, 2003 total $406,210;

   (d) All amounts due from the Debtor to Herman Strauss for
       postpetition scrap deliveries under the Agreements will be
       granted administrative expense priority status pursuant to
       Section 503(b)(1)(A) of the Bankruptcy Code; and

   (e) Except as modified, all other provisions of the Inter-
       Party Agreement and the Sales Agreement will remain in
       force and are specifically incorporated as if set forth
       verbatim; provided, however, that the Stipulation will not
       constitute an assumption or rejection of any or all of the
       Agreements.

Judge Friend promptly approves the Stipulation. (Weirton
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WICKES: Wants to Bring-In Bridge Associates as Crisis Managers
--------------------------------------------------------------
Wickes, Inc., wants to employ and retain Bridge Associates, LLC as
Crisis Manager.  The Debtor tells the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division that Bridge's
extensive crisis management and operational consulting services
will be required in this case.

Under this engagement, the Bridge will:

     a. assist the Debtor with daily operations and
        restructuring efforts, including negotiating with
        parties in interest;

     b. meet with Debtor's senior management and financial staff
        to evaluate the Debtor's cash flow and liquidity and to
        propose and implement initiatives to conserve cash flow
        and improve liquidity;

     c. work with Debtor's senior management to prepare and
        maintain a go forward budget to support the Debtor's
        operations during the Case;

     d. work with Debtor's management to assist in the
        identification of cost reduction and corporate right-
        sizing opportunities and in the development and
        implementation of programs to effectuate such
        reductions;

     e. assist Debtor's senior management in connection with
        evaluating and negotiating debtor-in-possession
        financing;

     f. work with Debtor's corporate staff to ensure that
        employees, customers, vendors, lenders and other
        potential constituencies likely to be active in the Case
        are provided with appropriate and timely communications
        and information;

     g. assist Debtor's senior management in determining and
        implementing appropriate staffing levels al the
        Corporate Office and in the field;

     h. assist Debtor's Chief Executive Officer in the
        implementation of any key employee retention plans which
        may be necessary to retain key personnel through a
        chapter 11 proceeding;

     i. assist Debtor's Chief Executive Officer to evaluate
        current management, reporting and governance procedures
        and develop recommendations for appropriate alterations;

     j. assist the Debtor's senior management in identifying and
        negotiating the sale and/or alternative disposition of
        Debtor's assets, business units or operations which are
        determined to be non-core or surplus;

     k. assist senior management and in developing and executing
        negotiating strategies liar dealing with senior debt
        holders, trade debt and any other patties-in-interest;

     l. report to and attend meetings with Debtor's senior
        management and the Board of Directors; provided that
        Bridge may report directly to the Board of Directors in
        regard to matters it reasonably believes should he
        addressed by the Board of Directors; and

     m. assist in such other matters as may be mutually agreed
        upon by Debtor's Chief Executive Officer and Board of
        Directors.

Bridge will bill the Debtor in exchange for its services at its
current standard hourly rates:

          Managing Director, Principals   $300 to $450 per hour
             and Senior Consultants
          Senior Associates               $250 to $300 per hour
          Associates                      $200 to $275 per hour

Jean Fitsimon will lead the team in this engagement, at an hourly
rate of $500.

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers. The Company filed for chapter 11
protection on January 20, 2004 (Bankr. N.D. Ill. Case No. 04-
02221).  Richard M. Bendix Jr., Esq., at Schwartz Cooper
Greenberger & Krauss represents the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed $155,453,000 in total assets and $168,199,000 in total
debts.


* Alvarez & Marsal Launches New Business Consulting Group
---------------------------------------------------------
Expanding its breadth as a global professional services firm,
Alvarez & Marsal announced it has formed a new consulting division
to serve companies with good market positions and solid
financials.   The Business Consulting Group of Alvarez & Marsal
builds on A&M's 20-year track record of problem solving with the
addition of a team of top-flight consultants who offer a suite of
functional and technical services, complementing the firm's deep-
rooted operational and financial expertise.

Led by Thomas Elsenbrook, who joined A&M from BearingPoint, the
group's services include:  Strategy and Corporate Solutions, such
as post-merger integration, cost management, business development
and marketing; Finance Solutions, such as finance strategy, shared
services, business process outsourcing advisory, financial process
improvement, business planning and performance management;
Information Technology Strategy and Integration, such as software
evaluation and selection and ERP optimization; Human Resources
Solutions, such as HR operational improvement, compensation and
performance management, talent management and organizational
effectiveness solutions; and Supply Chain Solutions, such as
strategic sourcing, procure to pay process improvement, warehouse
and inventory management and transportation and logistics.

"While A&M may be better known for executing high-profile
turnarounds and restructurings on behalf of troubled companies,
the firm has also worked for more than twenty years with companies
in more stable financial positions to create value and improve
business performance," said Tony Alvarez, co-founder of A&M.  "Not
only is our new business consulting division a logical extension
of the unique skill set we provide to clients, our approach to
business consulting fills a demand in today's marketplace for a
distinct blend of services and expertise not offered by pure
strategy firms.   Particularly today, when time and resources are
of the essence, companies need more than just great strategic
thinking, they need a partner who can not only think, but who can
also lead, implement and deliver results within compressed
timeframes."

"Changes in both corporate America's needs and the consulting
industry itself have created a significant opportunity for A&M to
serve top-tier corporate management seeking action-oriented and
proven professional services," said Mr. Elsenbrook.  "Our
advantage over publicly owned competitors, which have consistent
earnings pressure, is a low cost structure, flexibility, employee
commitment, client service and trust in executive management. Our
advantage over privately owned strategy firms is our ability to
offer clients the service of professionals who have superior
operational expertise combined with strategic consulting
experience at a moderate cost."

Prior to joining A&M as a Managing Director, Mr. Elsenbrook, who
has 25 years of consulting industry experience, was a Senior Vice
President at BearingPoint and responsible for the firm's oil and
gas industry practice.   Before that, he served as the partner in
charge of the Andersen Business Consulting West Region, where he
assisted top companies in a variety of industry segments.

Joining Mr. Elsenbrook is an outstanding team of professionals.
In the Finance Solutions Group, Jeffrey V. Smith has been named a
Managing Director and Michael Davidson has been named a Director.
Mr. Smith has over 20 years of consulting experience, having
worked with a variety of commercial and industrial services,
manufacturing, retail, consumer packaged goods, communications,
healthcare and energy organizations.   He previously served as a
Managing Director and Service Line Leader of the Business
Transformation Practice of Answerthink, a mid-sized publicly
traded consulting firm.  Mr. Davidson, who has more than 13 years
of management consulting experience, was formerly a Managing
Director with Parson Consulting, an international consulting firm
focused on finance and accounting, where he had overall management
responsibility for the Houston practice.  Prior to that, he was a
Senior Manager in the finance and performance management practice
at Accenture.

In the Human Resources Group, Kevin McMahon and Tony Pilegge have
been named Directors.   With more than a decade of management and
consulting experience involving complex business and performance
issues, Mr. McMahon most recently spent four years as Director of
Global Organizational Development at a global software company.
Before that he was an experienced manager in the Change Management
Practice of a Big Five firm.   Mr. Pilegge specializes in helping
organizations improve business performance by maximizing value of
and return on their human capital assets and managing related
costs.   He previously spent nine years in the Human Capital
Practice of two Big Five firms as a Senior Manager.

With more than 30 years of experience in both industry and
consulting, Ron Hunt has been named a Director in the Information
Technology Strategy and Integration Solutions group. Prior to
joining A&M, he served as a Managing Director and partner of two
international professional services and consulting organizations.
In industry, he held one of four key management positions in an
independent exploration and production company.

Based initially in Houston and serving companies across the
country in myriad industry sectors, the Business Consulting Group
of Alvarez & Marsal is expected to expand to cities throughout the
U.S. during 2004.

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses in the corporate and public
sectors solve problems and unlock value. With nearly 250
professionals across the U.S., Europe, Asia, and Latin America,
Alvarez & Marsal delivers a distinct blend of leadership, problem
solving and value creation. Drawing on its strong operational
heritage and hands-on approach, Alvarez & Marsal works closely
with organizations and their stakeholders to help navigate complex
business issues.


* Shepherd Smith Fights Against Broker Fraud
--------------------------------------------
No investor should have lost a substantial portion of their
retirement or other savings due to broker fraud!

In the past decade, the team of attorneys at Shepherd, Smith &
Bebel, LLC (many also former brokers and regulators) has helped
thousands of investors recover millions in losses from brokerage
firms.

For free consulations, visit the company's Web site at
http://brokersue.comor wj@sheplawonline.com, or call them at
800-259-9010.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 18-19, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Healthcare Transactions
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
         Annual Spring Meeting
            J.W. Marriott, Washington, D.C.
               Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 17-18, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Corporation Reorganizations
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/

November 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Distressed Investing 2004
         The Plaza Hotel, New York
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P.
Villavelez and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***