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        T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 12, 2004, Vol. 8, No. 30

                          Headlines

ADELPHIA COMMS: Walking Away from Praxis Partnership Agreement
ADELPHIA COMMS: Wallace R. Weitz Discloses 9.2% Equity Stake
AES CORP: Prices $500 Million Unsecured Senior Debt Offering
AKAMAI TECHNOLOGIES: Commences Modified Dutch Auction Tender Offer
ALLIED HOLDINGS: David A. Rawden Replaces Daniel H. Popky as CFO

ALLIED WASTE: Fourth-Quarter & FY 2003 Results Sink Into Red Ink
AMAZON.COM: Improved Ops. Results Prompts S&P's Watch Positive
AMC ENTERTAINMENT: TimesSquare Capital Reports 8.4% Equity Stake
AMERIKING: The Cypress Group Nears Completion of AmeriKing Sale
AMR CORP: Prices $300 Million Senior Convertible Notes Due 2024

AMR CORP: Fitch Rates $300-Mil. Convertible Notes at Junk Level
AURA SYSTEMS: Liquidity Issues Raise Going Concern Uncertainty
AVADO BRANDS: 45 Affiliates File Separate Chapter 11 Petitions
AVADO BRANDS: UST Schedules Creditors' Meeting for March 11
AVCORP INDUSTRIES: Raises $4.2 Million from Exercise of Warrants

AVISTA: Fitch Affirms Ratings over Improving Financial Metrics
BAY VIEW CAP.: Will Hold Annual Shareholders' Meeting on April 29
BG MORRISSEY INC: Case Summary & 20 Largest Unsecured Creditors
BOYD GAMING: S&P Affirms Credit & Sub. Debt Ratings at BB/B+
BROADBAND WIRELESS: Wiredzone Settlement Sets Stage for Emergence

BUDGET: Wants Additional Time to Move Actions to Delaware Court
CALPINE CORP: Signs Five Power Sales Agreements in New England
CAPITOL COMMUNITIES: Replaces Baum with Berkovitz as Accountants
CAPITOL COMMUNITIES: Pres. & CEO Michael G. Todd Leaves Company
CHASE COMM'L: S&P Keeps BB+ Class G Note Rating on Watch Negative

CHATTEM INC: Commences Tender Offer for 8.875% Senior Sub. Notes
CHIPPAC INC: S&P Keeps Watch Positive over ST Assembly Merger News
CONE MILLS: Secures Court Approval of Asset Sale to WL Ross & Co.
CONSECO INC: Declares Class A Convertible Preferred Share Dividend
CONSOLIDATED FREIGHTWAYS: Auctioning-Off Denver Distr. Facility

CONSOLIDATED FREIGHTWAYS: Birmingham Assets Up for Sale on Feb. 19
CONSOLIDATED FREIGHTWAYS: Reading Facility Up on Auction Block
CONSOLIDATED FREIGHTWAYS: Selling Omaha Facility to Highest Bidder
CONSOLIDATED FREIGHTWAYS: Selling Milwaukee Facility via Auction
CONSOLIDATED FREIGHTWAYS: Selling Baltimore Assets at Auction

CONSOLIDATED FREIGHTWAYS: Resets Forth Worth Auction for Feb. 19
CONSOLIDATED FREIGHTWAYS: Trenton Facility Action Moved to Feb. 19
COVANTA ENERGY: Chilmark Values Company at $375-$440 Million
DELTA AIR LINES: Plans Fleet Changes to Reduce Capital Expenses
DES TOBACCO CORP: Case Summary & 20 Largest Unsecured Creditors

DIVERSIFIED REIT: Fitch Affirms 3 Note Ratings at Low-B Level
EL PASO CORP: Names Keith B. Forman Senior Vice President, Finance
ENCORE HEALTHCARE: Case Summary & 6 Largest Unsecured Creditors
ENRON CORP: Asks Court to Disallow J. Aron & Company's Two Claims
ENRON CORP: Balks at Nevada Power & Sierra Pacific's Claims

EYI INDUSTRIES: Appoints Williams & Webster as New Accountants
FACTORY 2-U STORES: Lonestar Entities Disclose 8.8% Equity Stake
FACTORY 2-U: Asks Court to Appoint Garden City as Claims Agent
FAIRFIELD INN BY MARRIOTT: Hires Imowitz Koenig as New Auditors
FERRELLGAS: Fitch Keeps Watch Negative over Blue Rhino Acquisition

FINOVA: Capital Unit Receives $276 Million in Debt Settlement
FIRST HORIZON: Fitch Takes Rating Actions on 3 Securitizations
FLEMING COS.: Court Approves Reclamation Committee's Appointment
GADZOOKS INC: Nasdaq Will Delist Shares Today
GADZOOKS INC: Look for Schedules and Statements by March 8, 2004

GALEY & LORD: Bankruptcy Court Confirms Plan of Reorganization
GARDEN RIDGE: Section 341(a) Meeting Convenes on March 11, 2004
GENERAL MEDIA: Releases December Quarter Results & Reports Profits
HALSEY PHARMACEUTICALS: Completes $12.3 Million Private Debt Deal
HAYES LEMMERZ: GE Capital's Admin. Claim Now Totals $7.6 Million

HUGHES ELECTRONICS: Fourth-Quarter 2003 Net Loss Tops $310 Million
JACKSON PRODUCTS: Jefferson Wells Tapped as Employment Provider
JACUZZI BRANDS: Q1 2004 Results Show Loss from Discontinued Ops.
JP MORGAN: Fitch Affirms Low-B/Junk Ratings on Three Note Classes
KM LOGISTICS: CEO William Findley III Sentenced for Fraud Scheme

LIN TV CORP: Fourth-Quarter 2003 Results Sink into Red Ink
LTV: Court Approves Settlement of USWA Employment-Related Claims
M-WAVE INC: Initiates Major Balance Sheet Restructuring
MASSEY ENERGY: Commences Exchange Offer for 6.625% Senior Notes
MATHISON INDUSTRIES: Case Summary & 6 Largest Unsecured Creditors

MIRANT CORP: MAGI Committee Wins Approval to Hire Houlihan Lokey
MORGAN STANLEY: S&P Assigns Prelim. Ratings to Ser. 2004-HQ3 Notes
MTS INC: Bankruptcy Court Approves First-Day Motions
NATIONAL BENEVOLENT: Fitch Maintains DD Rating on Outstanding Debt
NRG: Remaining Debtors' Exclusivity Hearing Continues on Feb. 25

OLD UGC: Wants Nod to Hire Cooley Godward as Bankruptcy Counsel
OMEGA HEALTHCARE: Closes $118MM 8.375% Series D Preferred Issue
OAKWOOD HOMES: S&P Drops Class B-1 Note Rating to Default Level
ON SEMICONDUCTOR: Partial Deleveraging Spurs S&P's Stable Outlook
OVERHILL FARMS: December 28 Net Capital Deficit Widens to $2.4MM

OWENS CORNING: Wins Nod to Buy and Resell Pitney Bowes Equipment
OWOSSO CORP: Allied Motion Will Acquire Company Under Merger Pact
PARMALAT GROUP: Citigroup Record $351-Mil. Parmalat Credit Costs
PENNSYLVANIA REAL ESTATE: Fitch Rates $124-Mill. Preferreds at B+
PG&E NATIONAL: USGen Asks Court to Clear Property Tax Settlement

PHOENIX GLOBAL: S&P Withdraws Note Ratings After Full Redemption
PHYAMERICA INC: Completes Asset Sale to Dresnick and Resurgence
PILLOWTEX CORP: Court Approves Walker Truesdell as Consultants
POINT GROUP: Taps Smith & Company to Replace Beckstead and Watts
RACING SERVICES: Wants More Time to File Schedules & Statements

RAYTHEON: Fitch Affirms BB+ Trust Preferred Securities Rating
RELEX HOSPITALITY: Case Summary & 7 Largest Unsecured Creditors
RELIANCE: Committees Ask Court to Clear Inter-Debtor Settlement
ROBOTIC VISION: Look for Fiscal 2004 1st-Quarter Results Tomorrow
SLATER STEEL: Union Will File Motion to Slow Down Liquidation

SOLUTIA INC: Wins Court's Approval to Hire American Appraisal
STANDARD PARKING: S&P Places Low-B Ratings on Watch Positive
TENFOLD CORP: Look for 4th-Quarter and Year-End 2003 Results Today
TERRINTELLA'S CORP: Case Summary & 20 Largest Unsecured Creditors
TIME WARNER TELECOM: Prices $440 Million Senior Debt Offering

TRANS ENERGY PARTNERS: Case Summary & Largest Unsecured Creditor
TRW AUTOMOTIVE: Fitch Affirms Low-B Level Debt Ratings after IPO
WATERLINK: Court Okays Sale of Specialty Products to Calgon Carbon
WEIRTON STEEL: Gets Go-Signal to Set-Off Herman Strauss' Claim
WELLS FARGO: Fitch Takes Rating Actions on 4 Notes' Series

WHEELING-PITTSBURGH: Implements Additional Raw Materials Surcharge
WICKES INC: Wants Nod to Hire Schwartz Cooper as Special Counsel
WILLIAMS CONTROLS: Dec. 31 Balance Sheet Upside-Down by $16 Mill.

* Three Sheppard Mullin Attorneys Elected to Partnership
* Perry Beaumont Joins Fitch Risk Team as Managing Director

                          *********

ADELPHIA COMMS: Walking Away from Praxis Partnership Agreement
--------------------------------------------------------------
Pursuant to a Partnership Agreement dated as of June 8, 2001,
Praxis Capital Partners, LLP and Adelphia Communications Debtor
ACC Operations, Inc., formed a limited partnership.  ACC
Operations is a 99.5% limited partner and Praxis Capital is a 0.5%
percent general partner in the Partnership.

Praxis Capital Management, LLC manages the Partnership pursuant
to a June 8, 2001 Management Agreement with Praxis Partners.  
Peter L. Venetis, the son-in-law of John J. Rigas and a former
director of ACOM, is the managing director of Praxis Management.

Paul V. Shalhoub, Esq., at Willkie, Farr & Gallagher, in New
York, informs that Court that the Partnership was formed to focus
on private equity investments in the telecommunications market.  
To the Debtors' knowledge, the Partnership does not currently own
cash or liquid assets.  The Partnership's only assets consist of
equity in Ensemble Communications, Inc., and Wasabi Systems, Inc.
-- two high-tech start-up companies.

Pursuant to the Partnership Agreement, the required initial
capital contributions and the total subscription amounts of the
Partnership were to be:

                  Initial Contribution      Total Subscription
                  --------------------      ------------------
Praxis            $44,221 in cash          $364,342 in

ACOM Operations   $1,300,000 in cash       $65,000,000 in cash
                   plus $7,500,000 in       plus $7,500,000 in
                   Series D Preferred       Series D Preferred
                   Stock of Ensemble        Stock of Ensemble
                   Communications Inc.      Communications Inc.

Total             $8,844,221               $72,864,342

Mr. Shalhoub relates that, pursuant to the Partnership Agreement,
Praxis may deliver a call notice to the partners for payment of
all or some of the remaining Capital Contributions.  The
Partnership Agreement provides that, upon delivery of a call
notice, both Praxis and ACC Operations must make pro rata
payments.  Pursuant to the Partnership Agreement, failure to pay
a call notice constitutes a default and may trigger the accrual
of default interest on the outstanding unpaid balance of the
Capital Contribution from the scheduled payment date until it is
paid.  Furthermore, the Partnership Agreement provides for
liquidated damages in the form of default charges.

Mr. Shalhoub further relates that, pursuant to the Partnership
Agreement, the Partnership is to pay Praxis Management a fee,
payable semi-annually in advance, of 2% per annum of the
aggregate subscriptions of all the partners for each fiscal year.  
The Management Fee is also addressed in the Management Agreement.  
The execution of the Management Agreement is authorized in the
Partnership Agreement.

According to their records, the Debtors -- and not the
Partnership -- paid the Management Fees to Praxis Management:

   * $1,300,000 on July 26, 2001, and

   * $650,000 on April 1, 2002.  

Historically, Praxis looked to ACC Operations for payment of the
Management Fee despite the fact that the payment of the
Management Fee is an obligation of the Partnership.

As of June 30, 2002, the Debtors contributed $2,950,000 to the
Partnership, of which $1,950,000 represented amounts paid for
management service fees.  As of June 30, 2002, the net book value
of the Debtors' portion of the Partnership's investments in
Ensemble and Wasabi was $1,247,000.  In July 2002, the Debtors
recorded a $2,300,000 expense provision to recognize impairment
on the investments and to expense portions of the management fees
paid.  The Debtors believe that the assets of the Partnership are
substantially impaired and additional expense provisions are
likely.

Consequently, the Debtors sought and obtained the Court's
authority to reject the Partnership Agreement.

The rejection of the Partnership Agreement will stop the accrual
of any administrative claims or future obligations under the
Partnership Agreement.  The Debtors received no benefit from the
Partnership Agreement since the Petition Date and, therefore, no
administrative costs have accrued or are due. (Adelphia Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ADELPHIA COMMS: Wallace R. Weitz Discloses 9.2% Equity Stake
------------------------------------------------------------
Wallace R. Weitz & Co., and Wallace R. Weitz, beneficially own
23,477,521 shares of the common stock of Adelphia Communications
Corporation, representing 9.2% of the total outstanding common
stock of the Company.  Both the Weitz company and Mr. Weitz hold
shared voting and dispositive powers over the stock held.

Mr. Weitz has listed his name as beneficial owner, as he acts as
President and primary owner of Weitz & Co., and may be deemed to
be an indirect beneficial owner of the securities reported by
Weitz & Co. through the exercise of voting control and/or
dispositive power over the securities.  Mr. Weitz does not own
directly or indirectly any securities covered by this statement
for his own account. As permitted by Rule 13d-4, the filing of the
stock ownership statement with the SEC shall not be construed as
an admission that Mr. Weitz is the beneficial owner of any of the
securities covered by such statement.


AES CORP: Prices $500 Million Unsecured Senior Debt Offering
------------------------------------------------------------
The AES Corporation (NYSE:AES) priced an offering of $500 million
of unsecured senior notes. The notes mature on March 1, 2014 and
are callable at the Company's option at any time at a redemption
price equal to 100% of the principal amount of the notes plus a
"make-whole" premium. The notes will be issued at a price of
98.288% and pay interest semi-annually at an annual coupon rate of
7.75%.

AES plans to use the net proceeds of the offering to repay $500
million of the 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
bear 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.


AKAMAI TECHNOLOGIES: Commences Modified Dutch Auction Tender Offer
------------------------------------------------------------------
Akamai Technologies, Inc. (NASDAQ: AKAM) commenced a "Modified
Dutch Auction" tender offer to purchase for cash up to $101
million aggregate principal amount of its 5-1/2% Convertible
Subordinated Notes due 2007. The funds required for Akamai to
consummate the Offer will come from its available cash.

The Offer, proration period and withdrawal rights will expire at
9:00 a.m., Eastern time, on Wednesday, March 10, 2004, unless the
Offer is extended.

Under the "Modified Dutch Auction" procedure, Akamai will
determine a single purchase price between $1,000 and $1,005 per
$1,000 principal amount of Notes, that, subject to the terms and
conditions of the Offer, Akamai will pay for Notes validly
tendered and not withdrawn pursuant to the Offer. Subject to the
terms and conditions of the Offer, Akamai will select the single
lowest price within this range that will enable it to purchase the
Offer Amount (or, if less than the Offer Amount is validly
tendered, all Notes so tendered). Akamai will pay the same price
for all Notes that are tendered at or below the Purchase Price,
upon the terms and subject to the conditions of the Offer,
including the proration terms. Akamai will also pay accrued and
unpaid interest on purchased Notes up to, but not including, the
date of payment.

If the principal amount of Notes validly tendered on or prior to
the expiration date for the Offer at or below the Purchase Price
exceeds the Offer Amount then, subject to the terms and conditions
of the Offer, Akamai will accept for payment such Notes that are
tendered at or below the Purchase Price on a pro rata basis from
among the tendered Notes. Akamai will return all Notes that are
not purchased in the Offer promptly after the Offer is completed.

The terms and conditions of the Offer will be set forth in
Akamai's Offer to Purchase, dated February 10, 2004, and the
related Letter of Transmittal. Holders of the Notes are urged to
carefully read the Offer to Purchase, the Letter of Transmittal
and the related documents as they contain important information
regarding the Offer. Subject to applicable law, Akamai may, in its
sole discretion, waive any condition applicable to the Offer or
extend or terminate or otherwise amend the Offer.

The Offer is not conditioned on a minimum principal amount of
Notes being tendered. The consummation of the Offer for the Notes
is subject to certain conditions, which are described in the Offer
to Purchase that is being sent to holders of Notes.

As of February 10, 2004, there was $201 million aggregate
principal amount of Notes outstanding. The CUSIP numbers for the
Notes are: 00971T AA 9, 00971T AB 7 and 00971T AC 5.

The Blackstone Group L.P. is acting as dealer manager, Citigate
Financial Services is the information agent, and U.S. Bank
National Association is the depositary in connection with the
Offer. Copies of the Offer to Purchase, Letter of Transmittal and
related documents may be obtained from the Information Agent at
(877) 746-3583 (toll free) or (201) 499-3500 (call collect).
Additional information concerning the terms of the Offer,
including all questions relating to the mechanics of the Offer,
may be obtained by contacting The Blackstone Group L.P. at (866)
800-8933 (toll free) or (212) 583-5575 (call collect).

Akamai filed Tuesday with the SEC a Tender Offer Statement on
Schedule TO in connection with the Offer. This Schedule TO,
including the Offer to Purchase and the related Letter of
Transmittal, will contain important information about Akamai, the
Notes and the Offer. Investors and holders of Notes are urged to
read each of these documents carefully.

Investors and holders of Notes may obtain free copies of each of
these documents through the web site maintained by the SEC at
http://www.sec.gov/ In addition, copies of these documents may be  
obtained from the Information Agent.

Akamai(R) is the global leader in distributed computing solutions
and services, making the Internet predictable, scalable, and
secure for conducting profitable e-business. The Akamai on demand
platform enables customers to easily extend their Web operations -
with full control - anywhere, anytime, without the cost of
building out infrastructure. Headquartered in Cambridge,
Massachusetts, Akamai serves hundreds of today's most successful
enterprises and government agencies around the globe. Akamai is
The Business Internet. For more information, visit
http://www.akamai.com/

Akamai Technologies' September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $182 million.


ALLIED HOLDINGS: David A. Rawden Replaces Daniel H. Popky as CFO
----------------------------------------------------------------
Allied Holdings, Inc. (Amex: AHI) announced the resignation of
Daniel H. Popky, Senior Vice President and Chief Financial Officer
of the Company, and that David A. Rawden, Senior Vice President of
Business Process Engineering has been appointed Chief Financial
Officer, each to be effective February 17th.  

Mr. Popky has accepted the position of Executive Vice President
and Chief Financial Officer of Florida East Coast Industries, Inc.
(NYSE: FLA), a St. Augustine, Florida-based railroad and real
estate company.

Mr. Popky joined Allied in 1994 and has served in several
different capacities throughout his nine years at the Company,
including Vice President and Controller.  Mr. Popky has held his
current position at Allied since November 1998.

"Dan has been a valuable member of the Allied team," commented
Hugh E. Sawyer, President and CEO of Allied Holdings, Inc.  "He
leaves many friends at Allied and we wish him continued success in
his new position at Florida East Coast Industries."

Mr. David Rawden, who will become Chief Financial Officer upon Mr.
Popky's departure, began his employment at the Company in March
2002 and has served in his current position since that time.  Mr.
Rawden led Allied's risk management initiatives and directed the
recent reorganization of the Company's information technology
department.  Mr. Rawden previously served as a Principal with
AlixPartners in their Turnaround and Crisis Management business
unit.

"We are delighted to appoint David Rawden to the position of Chief
Financial Officer," commented Mr. Sawyer, adding "Dave is well
qualified to serve as Allied's CFO. We believe that he has the
right combination of education, turnaround experience and domain
knowledge to lead our corporate finance operations as CFO and will
be a capable partner for our key constituencies.  I look forward
to continuing my close collaboration with Dave in his new role."

Allied Holdings, Inc. (S&P, B Corporate Credit, Stable Outlook) is
the parent company of several subsidiaries engaged in providing
distribution and transportation services of new and used vehicles
to the automotive industry.  The services of Allied's subsidiaries
span the finished vehicle continuum, and include car-hauling,
intramodal transport, inspection, accessorization and dealer prep.  
Allied, through its subsidiaries, is the leading company in North
America specializing in the delivery of new and used vehicles.
    
For additional information about Allied, visit
http://www.alliedholdings.com/


ALLIED WASTE: Fourth-Quarter & FY 2003 Results Sink Into Red Ink
----------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW), a leading waste services
company, reported financial results for the fourth quarter and
year ended December 31, 2003, and also announced its outlook for
the full year 2004.  Allied Waste highlighted the following
information from its reported financial results:

     -- Revenues for the three months and year ended December 31,
        2003 were $1.313 billion and $5.248 billion, respectively;

     -- Operating income for the three months and year ended
        December 31, 2003 was $243 million and $1.035 billion,
        respectively;

     -- Operating income before depreciation and amortization* for
        the three months and year ended December 31, 2003 was $384
        million and $1.581 billion, respectively;

     -- Cash flow from operations for the three months and year
        ended December 31, 2003 was $179 million and $784 million,
        respectively;

     -- Free cash flow for the three months and year ended
        December 31, 2003 was $71 million and $330 million,
        respectively;

     -- Debt at December 31, 2003 net of the cash balance of $445
        million was $7.79 billion, representing a $205 million
        decrease in net debt during the fourth quarter and $913
        million for the year; and

     -- Net loss from continuing operations was $2.29 per share in
        the fourth quarter of 2003 (which includes the one-time
        $2.26 per share dilutive impact for the non-cash
        conversion of the Series A Preferred Stock and the $0.08
        per share dilutive net impact for costs incurred to repay
        debt prior to maturity and the impact of de-designated
        interest rate swap contracts).

Revenues for the fourth quarter 2003 increased by $23 million or
1.7% to $1.313 billion from $1.290 billion in the fourth quarter
2002.  The increase in revenue resulted from an $11 million, or
0.9%, increase in same store average unit price and an increase in
same store volumes of $5 million or 0.4%.  Additionally, recycling
revenue increased by $8 million, which was partially offset by a
$1 million net decrease in revenue primarily from divestitures in
2003.

For the fourth quarter ended December 31, 2003, operating income
before depreciation and amortization was $384 million, compared to
$427 million in the fourth quarter of 2002.  Operating income for
the fourth quarter 2003 was $243 million, compared to $308 million
for the fourth quarter 2002.  The decreases in operating income
and operating income before depreciation and amortization* were
primarily due to year-over-year increases in operating costs that
outpaced the company's initiatives to increase the prices of its
services.  Net loss from continuing operations was $2.29 per share
in the fourth quarter of 2003.  This net loss includes the one-
time $2.26 per share dilutive impact of the non-cash conversion of
the Series A Preferred Stock and an $0.08 per share dilutive net
impact for costs incurred to repay debt prior to maturity and to
reflect de-designated interest rate swap contracts. The conversion
of the Series A Preferred Stock was approved by shareholders and
completed on December 18, 2003.  This non-cash charge had no
impact on total stockholders' equity.  This fourth quarter 2003
net loss compares to net income from continuing operations of
$0.14 per share in the fourth quarter of 2002, which included a
$0.06 per share dilutive net impact for costs incurred to repay
debt prior to maturity, the impact of de-designated interest rate
swap contracts and after tax loss on divestitures.

Cash flow from operations in the fourth quarter 2003 was $179
million, compared to $240 million in the fourth quarter 2002.  
During the fourth quarter 2003, free cash flow was $71 million,
compared to $139 million in the fourth quarter 2002 and debt, net
of cash balances, decreased by $205 million to $7.79 billion.  The
decreases in the cash flow metrics are primarily due to the year-
over-year reduction in operating income before depreciation and
amortization, and variability in capital expenditures and cash
taxes, partially offset by a reduction in cash interest due to the
continued reduction of debt.

For the year ended December 31, 2003, operating income before
depreciation and amortization was $1.581 billion on revenues of
$5.248 billion compared to operating income before depreciation
and amortization* of $1.698 billion on revenues of $5.191 billion
for the year ended December 31, 2002.  For the year ended
December 31, 2003, operating income was $1.035 billion compared to
$1.220 billion for the year ended December 31, 2002.  For the year
ended December 31, 2003, net loss from continuing operations was
$2.36 per share (which includes the one-time $2.43 per share
dilutive impact for the non-cash conversion of the Series A
Preferred Stock and the $0.25 per share dilutive net impact for
costs incurred to repay debt prior to maturity and the impact of
de-designated interest rate swap contracts) compared to net income
from continuing operations of $0.62 per share for the year ended
December 31, 2002 (which includes the $0.20 per share dilutive net
impact for costs incurred to repay debt prior to maturity, the
impact of de-designated interest rate swap contracts and includes
an after tax loss on divestitures).

For the year ended December 31, 2003, free cash flow was $330
million and cash flow from operations was $784 million compared to
free cash flow of $427 million and cash flow from operations of
$977 million for the year ended December 31, 2002.  The decreases
in the cash flow metrics are primarily due to the year over year
reduction in operating income before depreciation and amortization
and the variability in working capital, partially offset by a
reduction in cash interest due to the continued debt reduction.

During 2003, outstanding debt decreased to $8.2 billion from $8.9
billion at December 31, 2002 and the cash balance increased to
$445 million from $179 million at December 31, 2002 resulting in a
reduction in debt, net of cash, for the year of $913 million.  The
reduction in debt is the result of the application of free cash
flow, net proceeds from divestitures and capital markets
transactions.

In the fourth quarter of 2003, Allied Waste classified as
Discontinued Operations the results of certain Virginia operations
and certain Florida operations that were sold or held for sale in
December.  Prior period results have been reclassified to
Discontinued Operations, as well as the results of certain
operations for companies divested earlier in 2003.  Included in
the Discontinued Operations of $18.9 million for the three months
ended December 31, 2003 is a $21.2 million after-tax loss on the
divestiture and $2.3 million of net income.  Included in
Discontinued Operations of $11.5 million for the year ended
December 31, 2003 is a $29.0 million after-tax loss on the
divestiture and $17.5 million of net income.

"For Allied Waste, 2003 reflected a continuation of strong cash
flow generation and the return of both positive price and volume
metrics for the first time in over two years, despite the fact
that the industry has not yet experienced the full benefits of an
economic recovery," said Tom Van Weelden, Chairman and CEO of
Allied Waste.  "Our financing plan for 2003 was successfully
implemented resulting in a strengthened capital structure, greater
liquidity and improved cash flow, including a $100 million
reduction in interest in 2004."

"In 2004," continued Mr. Van Weelden, "operating cost control
measures, economic recovery and reduced interest costs should
reflect favorably on cash flow and earnings."

Allied Waste noted that, consistent with the historical quarterly
results of the business, the first quarter of 2004 is expected to
reflect a normal seasonal downturn, followed by a positive upswing
in the second and third quarters, and a downturn again in the
fourth quarter.

Allied Waste has filed supplemental data on Form 8-K that is
accessible on the Company's Web site or through the SEC EDGAR
System.

Allied Waste Industries, Inc. (S&P, BB Corporate Credit Rating,
Stable Outlook), is the second largest, non-hazardous solid waste
management company in the United States, providing non-hazardous
waste collection, transfer, disposal and recycling services to
approximately 10 million customers. As of June 30, 2003, the
Company operated 333 collection companies, 171 transfer stations,
171 active landfills and 64 recycling facilities in 39 states.


AMAZON.COM: Improved Ops. Results Prompts S&P's Watch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for
Amazon.com, including the 'B' corporate credit rating, on
CreditWatch with positive implications.

"This action, which affects approximately $1.9 billion of funded
debt, reflects the significant progress that Amazon has made in
improving operating results and credit protection measures in
2003," said Standard & Poor's credit analyst Diane Shand.

The Seattle, Washington-based on-line retailer is continuing to
benefit from its focus on convenience, service, selection, and
content, as well as its strategy of offering consumers everyday
low prices and free shipping. Amazon generated revenues of $5.3
billion in 2003, up 28% from 2002 (excluding the impact of foreign
currency translation). The increased volume and improved operating
efficiencies enabled the company to expand operating margins to
9.7% in 2003, from 8.1% in 2002 and only 3.9% in 2001. Cash flow
protection measures strengthened due to the company's better
operating performance and modest reduction of debt. EBITDA overage
of interest increased to 3.0x in 2003 from 1.7x in 2002, and funds
from operations to total debt rose to 16.4% from 6.4% during the
same period.

Standard & Poor's will meet with management to discuss the
company's business strategy and financial policies, and will then
determine if they are commensurate with a higher rating.


AMC ENTERTAINMENT: TimesSquare Capital Reports 8.4% Equity Stake
----------------------------------------------------------------
TimesSquare Capital Management, Inc. beneficially owns 2,824,915
shares of the common stock of AMC Entertainment Inc. which
represents 8.4% of the outstanding common stock of AMC.
TimesSquare Capital shares voting and dispositive powers over the
stock.

All of the shares reported here are owned by investment advisory
clients of TimesSquare. In its role as investment adviser,
TimesSquare has voting and dispositive power with respect to these
shares. As the ultimate parent company of TimesSquare, CIGNA may
be deemed to beneficially own, and to share voting and dispositive
power with respect to, the 2,824,915 shares that may be deemed to
be beneficially owned by TimesSquare.

AMC Entertainment Inc. (S&P, B Corporate Credit Rating, Positive),
is a leader in the theatrical exhibition industry. Through its
circuit of AMC Theatres, the Company operates 240 theatres with
3,532 screens in the United States, Canada, France, Hong Kong,
Japan, Portugal, Spain, Sweden and the United Kingdom. Its Common
Stock trades on the American Stock Exchange under the symbol AEN.
The Company, headquartered in Kansas City, Mo., has a Web site at
http://www.amctheatres.com/


AMERIKING: The Cypress Group Nears Completion of AmeriKing Sale
---------------------------------------------------------------
On January 26, The Cypress Group completed the sale of AmeriKing's
Cincinnati market to Fire Grill, LLC.

AmeriKing, previously Burger King Corporation's second-largest
franchisee, is in the process of selling substantially all of its
assets in connection with AmeriKing's Chapter 11 bankruptcy
proceedings.

The Cypress Group, an Investment Bank specializing in the
restaurant industry, managed the marketing and sale process for
all of AmeriKing's restaurants under its 363 Bankruptcy Sale plan.
All of AmeriKing's markets have been sold to date, with the
exception of the company's Southeastern market, which consists of
stores in North Carolina and Virginia.

The Bankruptcy Court in Delaware, overseeing the proceedings, has
set a February 23 final hearing date to approve the ultimate buyer
of AmeriKing's Southeastern market. The projected closing date for
the sale of these assets is March 1st. Parties with questions
regarding the AmeriKing sale transactions should contact either
Dean Zuccarello or Carty Davis at The Cypress Group (303) 680-
4141.


AMR CORP: Prices $300 Million Senior Convertible Notes Due 2024
---------------------------------------------------------------
AMR Corp. (NYSE: AMR), the parent company of American Airlines,
Inc., announced the pricing of a public offering of $300 million
aggregate principal amount of senior convertible notes due 2024.  
The sale of the notes is expected to close on February 13, 2004,
subject to customary closing conditions.

The notes will bear interest at a rate of 4.5 percent per annum,
payable semiannually in arrears.  Each note will be convertible,
under certain circumstances, into AMR common stock at a conversion
ratio of 45.3515 shares per $1,000 principal amount of notes.  
This represents an equivalent conversion price of $22.05 per share
(subject to adjustment in certain circumstances), or a 40 percent
premium over the New York Stock Exchange closing price for the
company's common shares of $15.75 on February 9, 2004.

AMR may redeem the notes, in whole or in part, in cash on or after
February 13, 2009.  Up to an additional $45 million aggregate
principal amount of the notes may be sold upon the exercise of an
over-allotment option granted to the underwriters of the notes.

AMR said the notes are to be guaranteed by American Airlines, Inc.  
AMR plans to use the net proceeds from the 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.

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/


AMR CORP: Fitch Rates $300-Mil. Convertible Notes at Junk Level
---------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+' rating to the $300 million in
senior unsecured convertible notes issued by AMR Corp., the parent
of American Airlines, Inc.

The notes, which are guaranteed by American, carry a coupon rate
of 4.5% and mature in 2024. The Rating Outlook for AMR is Stable.

The convertible note rating reflects continuing concerns over very
high debt levels relative to cash flow, the heavy fixed cash
obligations faced by the company over the next three years, and a
liquidity position that remains somewhat weak by industry
standards. While the financial turnaround rolled out by American
in the spring of 2003 is clearly paying off in terms of improved
operating performance, the carrier remains exposed to a litany of
risks that could put pressure on liquidity and slow the process of
balance sheet repair in 2004. In particular, substantial debt and
capital lease maturities (over $800 million this year and at least
$1.5 billion in 2005) and required funding of defined benefit
pension plans (about $600 million this year) will offset much of
the improvement in cash flow from operations that AMR is
positioned to report this year.

Improved liquidity and access to the capital markets are primary
management objectives as the industry revenue environment
continues to recover modestly. This has led the company to issue
new debt, slowing the reduction in leverage that is the key to a
reconstruction of the airline's balance sheet. Moreover, a total
of 80 regional jets now on firm order must be financed over the
next three years. This will impede the company's ability to de-
lever even as it benefits from a much more competitive cost
structure and a potential return to modest profitability in 2004.

Following three years of large operating losses and the 2001
acquisition of TWA, AMR's total consolidated balance sheet debt
and capital lease obligations grew from $6.3 billion at the end of
2000 to $14 billion at the end of the third quarter of 2003. Most
of the company's available unencumbered assets (including owned,
Section 1110-eligible aircraft, engines and parts) have already
been pledged as collateral in secured debt transactions. With the
exception of American Eagle, AMR's regional airline unit, and a
residual equity stake in online travel company Orbitz, most non-
core assets have already been monetized. AMR's improved year-end
2003 cash balance ($2.6 billion in unrestricted cash and short-
term investments as of Dec. 31) reflected the impact of last
year's asset sales - including the sale of stakes in computer
reservations company Worldspan, as well as online travel companies
Orbitz and Hotwire. Together with $180 million in secured debt
issued by American in January, the current $300 million
convertible note offering should bolster the airline's cash
balances at the end of the first quarter.

While AMR's balance sheet can be strengthened only incrementally
this year, the airline's operating profile and cost structure have
been transformed in a fundamental way over the past ten months.
Indeed, lower labor costs established in the new set of collective
bargaining agreements ratified by unionized employees last spring
helped the carrier report a 12% year-over-year reduction in
operating cost per available seat mile during the fourth quarter
of 2003. With an estimated $1.8 billion in annual labor cost
savings locked in, and over $2 billion more in annual savings
related to strategic initiatives, American's unit costs are now at
the low end of the U.S. network airline peer group. American
reported the best operating margin among the major network
carriers in the fourth quarter (2.5%, excluding special items). A
pre-tax loss margin of 2% (excluding special items) in the fourth
quarter was only marginally worse than Continental's adjusted pre-
tax loss margin. This places American at the top of the network
airline group in terms of profitability and operating cash flow
generation, and clearly demonstrates the competitive impact of the
labor and strategic cost-saving initiatives implemented in 2003.

American's unit revenue performance has shown signs of steady
improvement in the months since air travel demand bottomed out in
April of last year. For the fourth quarter, passenger revenue per
available seat mile increased by 6% over the year-earlier period--
driven by a 3% increase in passenger yields. Domestic yields
remain very weak in the face of large increases in scheduled
capacity planned by the rapidly growing low-cost carriers. Even
with a radically transformed cost structure, American faces stiff
fare competition from low-cost rivals such as JetBlue, AirTran,
Southwest and America West in city pair markets that have
historically generated good yield characteristics. The start-up of
transcontinental service by America West on routes between Los
Angeles and San Francisco to New York and Boston represents a
direct competitive threat to American in historically profitable
markets. American's fare and promotion responses to low-cost
carrier incursion in formerly strong markets will likely dilute
yields somewhat in 2004. With total industry available seat mile
capacity likely to grow by as much as 8% this year, prospects for
significant improvements in unit revenue appear limited.

On the cost side, the primary risk relates to persistently high
jet fuel prices and the inability of American and the other
network carriers to effectively hedge against fuel price increases
beyond the first quarter of this year. The company expects to pay
an average of 91 cents per gallon for jet fuel in the first
quarter, with only 21% of exposure hedged. All hedge positions
after the end of the quarter have been unwound, and opportunities
to layer on attractive hedges are limited in light of steadily
high spot fuel prices. Today's OPEC announcement regarding reduced
oil production quotas should keep pressure on jet fuel prices for
the next several months. Based on recent fuel consumption
patterns, AMR's quarterly pre-tax income would be changed by $7.2
million for each one-cent change in the spot price of jet fuel.

This rating was assigned by Fitch as a service to users of its
ratings and is based on public information.


AURA SYSTEMS: Liquidity Issues Raise Going Concern Uncertainty
--------------------------------------------------------------
Aura Systems, Inc., a Delaware corporation, designs, assembles and
sells the AuraGen, the Company's patented mobile power generator
that uses the engine of a vehicle to generate power. It installs
under-the-hood in many motor vehicles and delivers on-location,
plug-in electricity for any end use including industrial,
commercial, recreational and military applications.

Compared to the traditional solutions (i.e., GenSets and
inverters) addressing the multi-billion dollar North American
mobile power market, the Company believes the AuraGen provides
cleaner electricity with greater reliability and flexibility at a
lower cost to the end user. The Company began commercializing the
AuraGen in late 1999 as a 5,000-watt 120/240V AC machine
compatible with certain Chevrolet engine models. In mid and late
2001, the Company added an 8,500 watt configuration and also
introduced AC/DC and Inverter Charger System options. The Company
now has configurations available for more than 90 different engine
types including a majority of General Motors and Ford models, many
Daimler Chrysler models and numerous others made by Caterpillar,
Detroit Diesel, Cummins, Freightliner and Navistar, among other
chassis and engine manufacturers.

The Company continues to experience acute liquidity challenges. At
February 28, 2003, the Company had cash of $0.2 million as
compared to a cash level of $1.1 million at February 28, 2002, and
a working capital deficit of approximately $11.6 million as
compared to a deficit of approximately $2.5 million at the end of
the prior fiscal year. These conditions combined with the
Company's historical operating losses raise substantial doubt as
to the Company's ability to continue as a going concern. As of
December 31, 2003, the Company had cash of approximately $0.15
million. The cash flow generated from the Company's operations to
date has not been sufficient to fund its working capital needs,
and the Company does not expect that operating cash flow will be
sufficient to fund its working capital needs in fiscal 2004. In
the past, in order to maintain liquidity the Company has relied
upon external sources of financing, principally equity financing
and private and bank indebtedness. The Company has no bank line of
credit.

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


AVADO BRANDS: 45 Affiliates File Separate Chapter 11 Petitions
--------------------------------------------------------------
Lead Debtor: Avado Brands, Inc.
             Hancock at Washington
             Madison, Georgia 30650

Bankruptcy Case No.: 04-31555

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Hops of Louisiana, Ltd.                    04-31574
     Hops of Massachusetts, Ltd.                04-31575
     Hops of Matthews, Ltd.                     04-31576
     Hops of Ohio, Ltd.                         04-31577
     Hops of South Carolina, Ltd.               04-31578
     Hops of South Carolina II, Ltd.            04-31579
     Hops of Southeast Florida, Ltd.            04-31580
     Hops of Southwest Florida, Ltd.            04-31581
     Hops of Stuart, Ltd.                       04-31582
     Hops of the Carolinas, Ltd.                04-31583
     Hops of the Carolinas II, Ltd.             04-31584
     Hops of the Gold Coast, Ltd.               04-31585
     Hops of the Rockies II, Ltd.               04-31586
     Hops of Virginia II, Ltd.                  04-31587
     The Hops Northeast Florida Joint           04-31588
       Venture No. I
     The Hops of Northeast Florida Joint        04-31589
       Venture No. II
     The Hops Northeast Florida Joint           04-31590
       Venture No. III
     Hops of Baltimore County, LLC              04-31591
     Hops of Missouri, LLC                      04-31592
     Hops of Rhode Island, LLC                  04-31593
     Hops of Greater Boston, Ltd.               04-31594
     Hops of Greater Orlando, Ltd.              04-31595
     Hops of Kansas, Ltd.                       04-31596
     Hops of Minnesota, Ltd.                    04-31597
     Hops of South Florida, Ltd.                04-31598
     Hops of the Ohio Valley, Ltd.              04-31599
     Hops of the Rockies, Ltd.                  04-31600
     Hops of Virginia, Ltd.                     04-31601
     Avado Operating Corp.                      04-31602
     Canyon Cafe Limited, Inc.                  04-31603
     Canyon Cafe Operating Corp.                04-31604
     Canyon Cafe TX General, Inc.               04-31605
     Cypress Coast Construction Corporation     04-31606
     Don Pablo's Holding Corp.                  04-31607
     Don Pablo's Limited, Inc.                  04-31608
     Don Pablo's Operating Corp.                04-31609
     Don Pablo's TX Liquor Corp.                04-31610
     Don Pablos of Baltimore County, Inc.       04-31611
     Don Pablos of Howard County, Inc.          04-31612
     Don Pablos of Prince George's County, Inc. 04-31613
     Hops Grill & Bar, Inc.                     04-31614
     Hops Marketing, Inc.                       04-31615
     Hops of the Ohio Valley, Inc.              04-31616
     Hops of Southwest Florida, Inc.            04-31617
     SMAS, Inc.                                 04-31618

Type of Business: The Debtor is a restaurant brand group that
                  grows innovative consumer-oriented dining
                  concepts into national and international
                  brands. See http://www.avado.com/

Chapter 11 Petition Date: February 4 & 5, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

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

Total Consolidated Assets: $228,032,000

Total Consolidated Debts:  $263,497,000

Debtor's Consolidated List of 50 Largest Unsecured Creditors:

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

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

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

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

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

Dallas Basketball Ltd.        Trade Debt                $177,267

Walt Disney Parks & Resorts   Trade Debt                $162,067

Briargrove Tollway Ltd.       Trade Debt                $131,083

Sedgwick Claims Mgmt Service  Professional fees         $107,174

AFCO                          Trade Debt                $104,509

Palace Resorts, Inc.          Trade Debt                 $95,000

Curtis 1000, Inc.             Trade Debt                 $86,697

Beltram Foodservice Group     Trade Debt                 $80,455

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

Sirna & Sons Produce          Trade Debt                 $71,092

Piazza Produce                Trade Debt                 $66,303

Unifirst Corporation          Trade Debt                 $60,693

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

Brothers Produce, Inc.        Trade Debt                 $57,164

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

Brains on Fire                Trade Debt                 $50,335

Dunedin Fish Co.              Trade Debt                 $48,733

The Invironmentalists         Trade Debt                 $48,505

Dunbar Armored                Trade Debt                 $47,946

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

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

Ecolab                        Trade Debt                 $43,131

Minnesota Vikings             Trade Debt                 $42,514

Bix Produce Co.               Trade Debt                 $40,386

Venture Construction Co.      Trade Debt                 $39,379

Service Management Group      Trade Debt                 $37,179

Pelican Aire                  Trade Debt                 $37,106

The Graphic Cow               Trade Debt                 $35,438

Dimension Construction        Trade Debt                 $34,719

SRE, Inc.                     Trade Debt                 $33,724

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

Trimark Foodcraft             Trade Debt                 $31,196

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

Abacus Business Computers     Trade Debt                 $26,477

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

Equiptech                     Trade Debt                 $25,705

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

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

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

Weyland East                  Trade Debt                 $23,695

First Data Corp.              Trade Debt                 $23,229

Tarantino Foods, LLC          Trade Debt                 $23,131

Quality Refrigeration, Inc.   Trade Debt                 $23,060

Servicecheck, Inc.            Trade Debt                 $22,131


AVADO BRANDS: UST Schedules Creditors' Meeting for March 11
-----------------------------------------------------------
The United States Trustee will convene a meeting of Avado Brands,
Inc.'s creditors on March 11, 2004, 2:00 p.m., at Office of the
U.S. Trustee, 1100 Commerce St., Room 752, Dallas, Texas 75242.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Madison, Georgia, Avado Brands, Inc. --
http://www.avado.com/-- is a restaurant brand group that grows  
innovative consumer-oriented dining concepts into national and
international brands. The Company filed for chapter 11 protection
on February 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555).  Deborah
D. Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $228,032,000 in total assets and $263,497,000 in total
debts.


AVCORP INDUSTRIES: Raises $4.2 Million from Exercise of Warrants
----------------------------------------------------------------
Avcorp Industries Inc. (AVP on the Toronto Stock Exchange)
received proceeds of approximately $4.2 million from the exercise
of warrants by warrant holders.

All 7,500,000 warrants at a price of $0.35 from a private
placement which closed August 5, 2003 were exercised by the
holders; all 500,000 warrants at price of $0.35 from an agreement
with a lender for debt forgiveness were exercised; and all
3,652,450 warrants at a price of $0.38 from agreements with loan
guarantors were exercised early.

The proceeds were used to repay debt and to fund working capital.

Avcorp Industries Inc. is a Canadian aerospace industry
manufacturer. The Company is a single-source supplier for
engineering design, manufacture and assembly of subassemblies and
complex major structures for aircraft manufacturers. For more
information, visit http://www.avcorp.com/   

At September 30, 2003, Avcorp Industries' balance sheet shows that
its total current liabilities outweighed its total current assets
by about C$7,784,000 compared to C$26 million as of June 30, 2003.


AVISTA: Fitch Affirms Ratings over Improving Financial Metrics
--------------------------------------------------------------
Fitch Ratings has affirmed Avista Corporation as follows:

        -- Senior secured 'BBB-';
        -- Senior unsecured 'BB+';
        -- Preferred securities 'BB'.

The trust preferred ratings of Avista Capital I and Avista Capital
II are also affirmed at 'BB' by Fitch. The Rating Outlook is
Stable.

The ratings consider AVA's improving financial metrics and a
generally supportive regulatory environment. Although AVA's
financial ratios remain weak relative to its credit category,
future debt reduction is expected to be facilitated by excess cash
flows contributed primarily by the core utility business and to a
lesser degree by AVA's unregulated energy operation, Avista
Energy. Utility cash flows are likely to continue to benefit from
recovery of deferred power costs, recent and prospective electric
and natural gas rate increases and manageable capital
requirements. The Stable Rating Outlook reflects AVA's relatively
predictable utility cash flows and Fitch's expectations for a
continuation of supportive regulatory treatment and further debt
reduction.

The ratings also recognize AVA's ongoing efforts to downsize its
non-utility investments. Management focus on the more stable
utility operation is a positive for fixed income investors.
Nonetheless, prospective AE cash flows, an important component of
AVA's ongoing de-leveraging process, are subject to relatively
high business risk and are a source of uncertainty for investors.

Washington regulators recently approved a settlement in AVA's
initial filing under the company's energy recovery mechanism. The
adoption of the ERM by Washington Utilities and Transportation
Commission in Avista Utilities' last general rate case is a
constructive event that lowers the utility's business risk. In
addition to approving the ERM in June 2002, the WUTC authorized a
31% rate increase, which included a surcharge to recover deferred
energy costs incurred during the energy crisis of 2000-2001. On
Friday, Feb. 6, 2004, AU filed electric and natural gas base rate
cases with the Idaho Public Utilities Commission. The filings seek
11% and 9% increases in AU's respective electric and natural gas
rates. A final order is expected around year-end 2004.


BAY VIEW CAP.: Will Hold Annual Shareholders' Meeting on April 29
-----------------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) announced that its 2004
Annual Meeting of Stockholders will be held at 10:00 a.m. PDT on
April 29, 2004, at Bay View's main offices, located at 1840
Gateway Drive, San Mateo, California 94404.

Stockholders of record at the close of business on March 19, 2004,
will be the stockholders entitled to vote at the Annual Meeting.

Bay View Capital Corporation is a financial services company
headquartered in San Mateo, California and is listed on the NYSE:
BVC.  For more information, visit http://www.bayviewcapital.com/

As reported in Troubled Company Reporter's January 29, 2004
edition, Bay View Capital Corporation announced fourth quarter
earnings and announced that it has discontinued its use of the
liquidation basis of accounting and re-adopted the going concern  
basis of accounting effective October 1, 2003.  

From September 30, 2002 through September 30, 2003, the Company
reported its results under the liquidation basis of accounting
because the Company had adopted a Plan of Dissolution and
Stockholder Liquidity in October 2002, pursuant to which the
Company would sell all of its assets, pay all of its liabilities,
then distribute the proceeds to the Company's stockholders and
then dissolve.  As previously announced during the fourth quarter,
the Company's Board of Directors amended the Plan to become a
plan of partial liquidation under which the Company will complete
the liquidation of the assets and satisfaction of the liabilities
of Bay View Bank, N.A., remaining after the Bank's September 30,
2003 dissolution, distribute the proceeds to its stockholders
through a series of cash distributions, and continue to operate
its auto finance subsidiary, Bay View Acceptance Corporation, on
an ongoing basis.  In accordance with the amended plan, the
Company made an initial cash distribution of $4.00 per share to
its stockholders on December 30, 2003.


BG MORRISSEY INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: B.G. Morrissey, Inc.
        2860 Hedley Street
        Philadelphia, Pennsylvania 19137

Bankruptcy Case No.: 04-10986

Type of Business: The Debtor is a family owned and operated
                  business offering a high level of truckload
                  transportation services using its own fleet of
                  50 tractors and 150 dry van trailers
                  specializing air-freight and problem shipments.
                  See http://www.bgmorrissey.com/

Chapter 11 Petition Date: January 23, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Kevin J. Carey

Debtor's Counsels: Albert A. Ciardi, III, Esq.
                   Robert W. Seitzer, Esq.
                   Ciardi Maschmeyer & Karalis P.C.
                   1900 Spruce Street
                   Philadelphia, PA 19103
                   Tel: 215-546-4500

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Wachovia Bank                               $50,274

American Management Services                $38,700

American Express                            $33,170

Pilot Corporation                           $15,553

Rainer & Company                            $10,336

Service Tire Truck Centers                   $9,289

Vanco                                        $8,692

Helpe, Inc.                                  $8,488

Saul Ewing, LLP                              $7,075

EFS Transportation Service                   $5,808

Arsenault Associates                         $5,495

Delaware Valley Truck Service                $5,440

Rob Horner                                   $4,045

Keystone Health Plan East                    $4,001

Associated Benefit Planners                  $3,219

Evans, Conger, Broussard & McCrea, Inc.      $3,000

All Services Leasing, Inc.                   $2,300

MAMSI Health Plan                            $2,093

Castrol Heavy Duty Lubricants                $1,937

Crawford & Sons Mobil Fleet                  $1,875


BOYD GAMING: S&P Affirms Credit & Sub. Debt Ratings at BB/B+
------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and 'B+' subordinated debt ratings for Boyd Gaming Corp.
Concurrently, the ratings were removed from CreditWatch where they
were placed on Feb. 9, 2004.

These rating actions clarify Standard & Poor's intention in its
press release dated Feb. 9, 2004. In that press release, both the
corporate credit and subordinated debt ratings of Boyd were placed
on CreditWatch with negative implications. "Given Standard &
Poor's expectation to affirm the corporate credit rating, those
ratings should not have been placed on CreditWatch," said Standard
& Poor's credit analyst Michael Scerbo. "However, the company's
'BB+' senior secured and 'BB-' senior unsecured debt ratings
remain on CreditWatch with negative implications given the
uncertainty about the final capital structure and the possible
impact on notching," Mr. Scerbo added. The outlook is stable. Pro
forma for its merger with Coast Casinos Inc., Boyd Gaming is
expected to have approximately $2.3 billion debt outstanding.  

Standard & Poor's expects that Boyd's more diverse portfolio of
gaming assets will continue to generate a relatively steady source
of cash flow, despite the intensely competitive conditions in many
of the markets it operates. Still its pro forma credit measures
provide little room for deterioration within the current rating
and/or outlook.


BROADBAND WIRELESS: Wiredzone Settlement Sets Stage for Emergence
-----------------------------------------------------------------
Broadband Wireless International Corporation (OTC Bulletin Board:
BBAN) announces the settlement of the Wiredzone claim. The BBAN
Board of Directors and Wiredzone agreed to a settlement on
Wednesday, February 4, 2004 of $45,000.

Paul Harris, CEO, stated BBAN is exiting its bankruptcy status at
this time. "When the reorganization plan was approved by the court
the corporate bankruptcy attorney only had to file for an exit
motion with the clerk of the court to finalize the exit. BBAN
fully expects this process to be completed shortly. The Company
would like to thank Tim Kline of Kline, Kline, Elliott,
Castleberry and Bryant P.C. for his valiant efforts and
persistence in winning this battle."

Mr. Harris also announced the relocation of the BBAN corporate
office to the historical district of Adairsville in northwest
Georgia.

Mr. Harris stated: "We greatly appreciate the shareholders support
during the past and current reorganization of the Company. I feel
that this relocation of the BBAN Corporate Office is the turning
of a crumpled page in BBAN's history. We are building a strong
foundation and have great plans for the near future. We would also
like to thank the Timber Division employees' whose efforts have
made it possible for us to be the new company that we are today."

Broadband Wireless International Corporation is becoming a
diversified Holdings company and is moving into a wide variety of
investments all that will generate positive cash flow for the
corporation and dividends for the shareholders. The company
currently holds interest in the Timber, Film, and music industry.


BUDGET: Wants Additional Time to Move Actions to Delaware Court
---------------------------------------------------------------
Pursuant to Rule 9006(b)(1) of the Federal Rules of Bankruptcy
Procedure, the Budget Group Debtors ask the Court to extend the
deadline to file notices to remove actions and related proceedings
through and including the later of:

   (i) April 19, 2004; or

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

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, informs the Court that the Debtors are
parties to various actions currently pending in different state
courts.  While the Debtors believe that substantially all of the
State Court Actions have been transferred to Cherokee pursuant to
the Asset and Stock Purchase Agreement, there is a possibility
that certain State Court Actions remain with the Debtors.  
Accordingly, the Debtors need additional time to accurately
assess whether any State Court Actions remain with their estates,
and if so, determine whether removal is appropriate.  Therefore,
the Debtors seek an extension of the removal period to protect
their right to remove any of the State Court Actions and any
additional actions discovered through an investigation and review
of asserted claims against the Debtors' estates.

According to Mr. Brady, an extension of the removal period will
ensure that the Debtors' decisions are fully informed and
consistent with the best interests of their estates.

Mr. Brady assures the Court that the requested extension will not
prejudice the rights of the Debtors' adversaries because the
adversaries may not prosecute the State Court Actions absent
relief from the automatic stay.  In addition, nothing will
prejudice any party to a State Court Action that the Debtors may
ultimately seek to remove from seeking a remand of the action
under Section 1452(b) of the Judiciary Procedures Code at the
appropriate time.

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'
removal deadline 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. The Company,
which is the world's third largest car and truck rental 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)   


CALPINE CORP: Signs Five Power Sales Agreements in New England
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN) entered into five power sales
contracts to supply approximately 350 megawatts of electricity to
five New England-based electric distribution companies for
delivery in 2004.

Under the terms of the contracts, which range in duration from
three to six months, Calpine will provide a total of approximately
740,000 megawatt-hours of electricity, backed by its 1,300-
megawatt portfolio of generating assets in the Northeast.

"These contracts represent a substantial increase in our role as a
direct service provider to utility customers in New England,"
according to Gregory Kelly, Calpine's Northeast Vice President for
Marketing and Sales. "The quality of our existing asset base
allowed us to offer a cost-effective range of high-quality
products to help serve these utilities' load requirements,
demonstrating our ability to succeed in the region's highly
competitive electric power market."

Calpine has five highly efficient, natural gas-fired, combined-
cycle power plants located in Maine, Massachusetts and Rhode
Island: the 136-mw Androscoggin Energy Center, the 263-mw Rumford
Energy Center, the 537-mw Westbrook Energy Center, the 267-mw
Tiverton Energy Center and the 170-mw Dighton Power Plant -- the
newest, largest and most environmentally responsible portfolio of
power plants in the region.

"The geographic diversity of our fleet allows us to offer
customers the benefits of system-based products and services with
the highest possible level of reliability and flexibility," noted
Kelly. "We look forward to using this approach in helping to
supply the energy needs of Massachusetts Electric Company,
Fitchburg Gas and Electric Light Company, Narragansett Electric
Company, Bangor Hydro Electric Company and Central Maine Power
over the coming months."

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/


CAPITOL COMMUNITIES: Replaces Baum with Berkovitz as Accountants
----------------------------------------------------------------
On January 19, 2004, Capitol First Corporation (fka Capitol
Communities Corporation) informed the independent accounting firm
of Baum & Company, P.A., that the Board of Directors had voted to
replace Baum with the independent accounting firm of Berkovits,
Lago & Company, LLP.

Capitol First Corporation is a real estate development and finance
company, which, through a wholly owned subsidiary, currently has
residential and commercial land holdings in the master planned
community of Maumelle, Arkansas.  The Company is currently seeking
to expand its transaction base, focusing primarily on real estate,
funding and related business opportunities in high-growth markets.

Capitol First Corporation (OTC Bulletin Board: CPCY) has completed
a change in its name from Capitol Communities Corporation, as well
as the formation of two new wholly owned subsidiaries through
which it will hold and conduct its respective business operations.

                         *     *     *

                      Financial Condition

In its most recent Form 10-QSB filing, Capitol Communities
reported:

"The Company needs to cure its current illiquidity in order to
diversify its portfolio, acquire new business opportunities and
generate revenues.  Accordingly, the Company is in the process
of liquidating all or portions of the Maumelle Property and raise
sufficient capital to commence meaningful operations.  There can
be no assurance, however, that the Company will be able to sell
portions and/or all of the Maumelle Property for a fair market
value or at all, or raise sufficient capital in order to
implement its growth strategy.

"At March 31, 2003, the Company had total assets of $10,250,603 an
increase of $3,278,242 or 47% as compared to total assets of
$6,972,179, as of the Company's fiscal year ended September 30,
2002. The Company had cash of $497,492 as of March 31, 2003
compared to $16,981 at September 30, 2002.  The increase of assets
was primarily due to the purchase of the Company's membership
interest in TradeArk Properties, LLC.

"The current portion of notes receivable increased to $1,000,000
on March 31, 2003 from $500,000 on September 30, 2002. The
increase was primarily a result of a $1,000,000 note becoming
current, and a $500,000 note paid by West Maumelle, L.P.

"Total liabilities of the Company at March 31, 2003 were
$7,757,591, an increase of $3,466,584 from the September 30, 2002
total of $4,291,007.  The current liability for notes payable
increased by $3,466,584 during the six months, from $2,029,168 to
$3,470,158.

"Long term debt increased to $1,601,074, as of March 31, 2003 from
$1,216,000, as of September 30, 2002, an increase of $385,074.40.

"Shareholders' Equity decreased by $188,160 to $2,493,012 from
$2,681,172 for the period ended  September 30, 2002.  The
decreased was primarily the result of a reclassification of the
notes receivables by an officer and controlling shareholder of the
Company, for an offset of accrued expenses, the settlement of
certain notes for equity, the year to date loss and a
reclassification of $261,000 offsetting debt for Preferred Stock,
Series A."


CAPITOL COMMUNITIES: Pres. & CEO Michael G. Todd Leaves Company
---------------------------------------------------------------
On January 14, 2004, Michael G. Todd, the president and chief
executive officer of the Company resigned due to personal reasons.
Ashley B. Bloom, the Company's vice president and treasurer has
been named Acting President and chief executive officer of the
Company by the Board of Directors, effective January 14, 2004.

Also on January 14, 2004, Raymond Baptista, a director of the
Company resigned from the Board of Directors for personal reasons.
The Board of Directors, effective January 14, 2004, appointed
Ashley B. Bloom to Mr. Baptista's vacant seat until a successor is
elected by the shareholders or appointed by the Board.

Capitol First Corporation is a real estate development and finance
company, which, through a wholly owned subsidiary, currently has
residential and commercial land holdings in the master planned
community of Maumelle, Arkansas.  The Company is currently seeking
to expand its transaction base, focusing primarily on real estate,
funding and related business opportunities in high-growth markets.

Capitol First Corporation (OTC Bulletin Board: CPCY) has completed
a change in its name from Capitol Communities Corporation, as well
as the formation of two new wholly owned subsidiaries through
which it will hold and conduct its respective business operations.

                         *     *     *

                      Financial Condition

In its most recent Form 10-QSB filing, Capitol Communities
reported:

"The Company needs to cure its current illiquidity in order to
diversify its portfolio, acquire new business opportunities and
generate revenues.  Accordingly, the Company is in the process
of liquidating all or portions of the Maumelle Property and raise
sufficient capital to commence meaningful operations.  There can
be no assurance, however, that the Company will be able to sell
portions and/or all of the Maumelle Property for a fair market
value or at all, or raise sufficient capital in order to
implement its growth strategy.

"At March 31, 2003, the Company had total assets of $10,250,603 an
increase of $3,278,242 or 47% as compared to total assets of
$6,972,179, as of the Company's fiscal year ended September 30,
2002. The Company had cash of $497,492 as of March 31, 2003
compared to $16,981 at September 30, 2002.  The increase of assets
was primarily due to the purchase of the Company's membership
interest in TradeArk Properties, LLC.

"The current portion of notes receivable increased to $1,000,000
on March 31, 2003 from $500,000 on September 30, 2002. The
increase was primarily a result of a $1,000,000 note becoming
current, and a $500,000 note paid by West Maumelle, L.P.

"Total liabilities of the Company at March 31, 2003 were
$7,757,591, an increase of $3,466,584 from the September 30, 2002
total of $4,291,007.  The current liability for notes payable
increased by $3,466,584 during the six months, from $2,029,168 to
$3,470,158.

"Long term debt increased to $1,601,074, as of March 31, 2003 from
$1,216,000, as of September 30, 2002, an increase of $385,074.40.

"Shareholders' Equity decreased by $188,160 to $2,493,012 from
$2,681,172 for the period ended  September 30, 2002.  The
decreased was primarily the result of a reclassification of the
notes receivables by an officer and controlling shareholder of the
Company, for an offset of accrued expenses, the settlement of
certain notes for equity, the year to date loss and a
reclassification of $261,000 offsetting debt for Preferred Stock,
Series A."


CHASE COMM'L: S&P Keeps BB+ Class G Note Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on various
classes of certificates from Chase Commercial Mortgage Securities
Corp.'s series 1999-2 on CreditWatch with negative implications.

The CreditWatch placements are due to potential interest
shortfalls relating to a recent modification/forbearance on the
third-largest loan in the pool, the Tuscan Inn at Fisherman's
Wharf. The loan has an outstanding balance of $32.3 million.

The forbearance called for reduced debt service payments through
2005. The amount of the reduction will be capitalized to the note
balance. The forbearance did not, however, require the borrower to
repay all outstanding servicer advances on the loan, which were
reported by the master servicer, GEMSA Loan Services L.P., as $1.4
million as of the January 2004 payment period.

Standard & Poor's has been in contact with GEMSA and the special
servicer, Allied Capital Corp., since receiving notification of
the forbearance, in an effort to determine the amount of
outstanding advances and expenses that need to be recovered from
the trust. While an exact figure is not available at this time, it
is possible that the amount, if taken in one payment period, could
be large enough to cause payment interruptions to the classes
whose ratings are being placed on CreditWatch.

Standard & Poor's will resolve the CreditWatch placements as more
information becomes available.

  
    RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS
   
           Chase Commercial Mortgage Securities Corp.
      Commercial mortgage pass-through certs series 1999-2
   
                      Rating
        Class   To              From    Credit Enhancement
        B       AA+/Watch Neg   AA+                  22.1%
        C       A+/Watch Neg    A+                   17.2%
        D       A/Watch Neg     A                    15.6%
        E       BBB/Watch Neg   BBB                  11.9%
        F       BBB-/Watch Neg  BBB-                 10.4%
        G       BB+/Watch Neg   BB+                   6.8%


CHATTEM INC: Commences Tender Offer for 8.875% Senior Sub. Notes
----------------------------------------------------------------
Chattem, Inc., (NASDAQ:CHTT) (S&P, B+ Corporate Credit Rating,
Stable Outlook) a leading marketer and manufacturer of branded
consumer products, commenced a cash tender offer and consent
solicitation for any and all of its $204,538,000 outstanding
principal amount of its 8.875% Senior Subordinated Notes due 2008.

The Offer is scheduled to expire at 12:00 midnight, New York City
time, on Tuesday, March 9, 2004, unless extended or earlier
terminated. The consent solicitation will expire at 5:00 p.m., New
York City time, on Tuesday, February 24, 2004, unless extended or
earlier terminated. Holders tendering their Notes under the
indenture will be required to consent to certain proposed
amendments to the indenture governing their Notes, which will
eliminate substantially all of the restrictive covenants and
certain events of default. Adoption of the Proposed Amendments
requires the consent of holders of at least a majority of the
aggregate principal amount of the outstanding Notes under the
indenture. Holders may not tender their Notes without delivering
consents or deliver consents without tendering their Notes.

Holders who validly tender their Notes on or prior to the Consent
Date will receive the total consideration of $1,036.73, consisting
of (i) the tender price of $1,006.73 and (ii) the consent payment
of $30.00, per $1,000 principal amount of Notes (if such notes are
accepted for purchase). Holders who validly tender their Notes
after the Consent Date but on or prior to the Expiration Date will
receive the tender price of $1,006.73 per $1,000 principal amount
of Notes (if such notes are accepted for purchase). In either
case, Holders who validly tender their Notes also will be paid
accrued and unpaid interest up to, but not including, the
applicable date of payment for the Notes (if such notes are
accepted for purchase).

The Offer is subject to the satisfaction of certain conditions,
including the Company's receipt of tenders of Notes representing a
majority of the aggregate principal amount of the Notes
outstanding, consummation of the required financing, consent from
the lenders under the Company's credit facility, as well as other
customary conditions. The terms of the Offer are described in the
Company's Offer to Purchase and Consent Solicitation Statement
dated February 10, 2004, copies of which may be obtained from
Global Bondholder Services.

The Company expects to obtain the funds necessary to complete the
tender for the Notes from a new long term debt financing.

The Company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager and solicitation agent in connection
with the Offer. Questions regarding the Offer may be directed to
Banc of America Securities LLC, High Yield Special Products, at
(888) 292-0070 (US toll-free) and (212) 847-5834 (collect).
Requests for documentation may be directed to Global Bondholder
Services, the information agent for the Offer, at (866) 937-2200
(US toll-free) and (212) 430-3774 (collect).


CHIPPAC INC: S&P Keeps Watch Positive over ST Assembly Merger News
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit, 'BB-' senior secured bank loan rating, and 'B-'
subordinated ratings on ChipPAC Inc. on CreditWatch with positive
implications, following the company's announcement it intends to
merge in a stock-for-stock transaction with Singapore-based ST
Assembly Services Ltd. (STATS; unrated).

The aggregate value of the transaction, including ChipPAC's $365
million in funded debt obligations, was announced at $1.6 billion,
with ChipPAC shareholders receiving 0.87 STATS American Depositary
Share for each ChipPAC common share.

The merged entity will be the world's third-largest independent
semiconductor assembly and test provider with more than $800
million in sales in 2003.

"STATS ChipPAC Ltd., the proposed name for the combined company,
would also have a strong position in test services, a global
manufacturing footprint, and a broad set of advanced packaging
capabilities," said Standard & Poor's credit analysis Emile
Courtney.

Standard & Poor's will assess the combined company's business
position and its financial profile, following a discussion with
management. The transaction is subject to customary regulatory and
shareholder approvals and is expected to close in the second
calendar quarter of 2004.


CONE MILLS: Secures Court Approval of Asset Sale to WL Ross & Co.
-----------------------------------------------------------------
Cone Mills Corporation announced that the U.S. Bankruptcy Court
has approved the sale of substantially all of the company's assets
to WL Ross & Co.

The WL Ross & Co. offer was the highest and best received during
an extended bidding process that was conducted in accordance with
Section 363 of Chapter 11 of the U.S. Bankruptcy Code.

According to the WL Ross & Co. offer announced on October 22,
2003, WL Ross & Co. agreed to purchase substantially all Cone
Mills' assets for $46 million in cash and the assumption of the
company's outstanding Debtor-in-Possession loans and selected
other liabilities, for a total purchase price valued in excess of
$90 million. A closing date for the proposed sale has yet to be
announced.

John L. Bakane, Chief Executive Officer of Cone Mills, said,
"After an exhaustive review of options and an open bidding
process, we are pleased that the court has approved the sale of
Cone Mills to WL Ross & Co. Given the enormous challenges our
company has faced from the devastating impact of low-cost imports,
we firmly believe that the sale to WL Ross & Co. is the best
solution for our employees, customers and communities going
forward."

Bakane added, "We have been successful in stabilizing our business
during the Chapter 11 process, and look forward to working with WL
Ross & Co. on a smooth transition to new ownership. Most of all,
we are extremely pleased to now be able to focus all of our
efforts on ensuring a stronger future for Cone Mills."

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


CONSECO INC: Declares Class A Convertible Preferred Share Dividend
------------------------------------------------------------------
Conseco, Inc. (NYSE:CNO) declared a dividend on the outstanding
shares of Class A Senior Cumulative Convertible Exchangeable
Preferred Stock (OTCBB:CNSJP) of $1.246875 per share.

This dividend is payable in-kind by the issuance of .049875 of a
share of Class A Preferred stock, payable on March 1, 2004 to the
holders of record at the close of business on February 20, 2004.
The initial distribution represents the amount accrued from the
issue date (September 10, 2003) through the payment date, March 1,
2004.

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, long-term care, cancer, heart/stroke and accident
policies protect people against major unplanned expenses;
annuities and life insurance products help people plan for their
financial future. For more information, visit Conseco's web site
at http://www.conseco.com/


CONSOLIDATED FREIGHTWAYS: Auctioning-Off Denver Distr. Facility
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Denver distribution
facility located at 6305 East 58th Street for sale to the highest
bidder, through a reserve auction process scheduled for February
19, 2004.

The Denver property is a 109-door cross-dock distribution facility
situated on 18.61 acres and has been closed to operations since
September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Two hundred and twenty-four CF employees formerly worked at the
Denver terminal.

A starting price of $2,150,000 has been established for the CF
property. Interested parties who would like to participate in the
February bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.html/and must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 175 CF properties throughout the U.S. have been sold for
over $305 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site -- http://www.cfterminals.com/  
-- to Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Birmingham Assets Up for Sale on Feb. 19
------------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Birmingham distribution
facility located at 540 Republic Circle for sale to the highest
bidder, through an open auction process scheduled for February 19,
2004.

The Birmingham property is a 44-door cross-dock distribution
facility situated on 5.71 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Thirty CF employees formerly worked at the Birmingham terminal.

A contract price of $417,500 has been established for the CF
property. Interested parties who would like to participate in the
February bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.html/and must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 175 CF properties throughout the U.S. have been sold for
over $305 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site -- http://www.cfterminals.com/
-- to Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Reading Facility Up on Auction Block
--------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Reading distribution
facility located at 536 Bern Street for sale to the highest
bidder, through an open auction process scheduled for February 19,
2004.

The Reading property is a 20-door cross-dock distribution facility
situated on 1.79 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Thirty CF employees formerly worked at the Reading terminal.

A contract price of $150,000 has been established for the CF
property. Interested parties who would like to participate in the
February bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.html/and must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 175 CF properties throughout the U.S. have been sold for
over $305 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site -- http://www.cfterminals.com/
-- to Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Omaha Facility to Highest Bidder
------------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Omaha distribution
facility located at 10611 Gertrude Street for sale to the highest
bidder, through an open auction process scheduled for February 19,
2004.

The Omaha property is a 77-door cross-dock distribution facility
situated on nine acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Eighty-eight CF employees formerly worked at the Omaha terminal.

A contract price of $1,350,000 has been established for the CF
property. Interested parties who would like to participate in the
February bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.html/and must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 175 CF properties throughout the U.S. have been sold for
over $305 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site -- http://www.cfterminals.com/
-- to Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Milwaukee Facility via Auction
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Milwaukee distribution
facility located at 401 West Layton Avenue for sale to the highest
bidder, through a reserve auction process scheduled for
February 19, 2004.

The Milwaukee property is a 152-door cross-dock distribution
facility situated on 28.40 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Two hundred and thirty CF employees formerly worked at the
Milwaukee terminal.

A starting price of $2,500,000 has been established for the CF
property. Interested parties who would like to participate in the
February bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.html/and must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 175 CF properties throughout the U.S. have been sold for
over $305 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site -- http://www.cfterminals.com/
-- to Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Baltimore Assets at Auction
-------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Baltimore distribution
facility located at 3663 Benson Avenue for sale to the highest
bidder, through a reserve auction process scheduled for
February 19, 2004.

The Baltimore property is an 80-door cross-dock distribution
facility situated on 7.20 acres and has been closed to operations
since September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
One hundred and forty CF employees formerly worked at the
Baltimore terminal.

A starting price of $700,000 has been established for this
property. Interested parties who would like to participate in the
February bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.html/and must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 175 CF properties throughout the U.S. have been sold for
over $305 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site -- http://www.cfterminals.com/
-- to Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Resets Forth Worth Auction for Feb. 19
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways has rescheduled sale of its
distribution facility located at 4601 Carey Street to the highest
bidder, through a reserve auction process on February 19, 2004.

The Ft. Worth property is a 100-door cross-dock distribution
facility situated on 29.50 acres and has been closed to operations
since September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then, CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
129 CF employees formerly worked at the Ft.Worth terminal.

A starting price of $2,300,000 has been established for this
property. Interested parties who would like to participate in the
February bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.html/and must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 175 CF properties throughout the U.S. have been sold for
over $305 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site -- http://www.cfterminals.com/
-- to Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Trenton Facility Action Moved to Feb. 19
------------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways has re-scheduled sale of its Trenton
distribution facility located at 2515 East State Street to the
highest bidder, through an open auction process scheduled for
February 19, 2004.

The Trenton property is a 21-door cross-dock distribution facility
situated on 3.78 acres and has been closed to operations since
September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then, CF has been liquidating the
assets of the corporation under orders of the bankruptcy court. 24
CF employees formerly worked at the Trenton terminal.

A contract price of $500,000 has been established for the CF
property. Interested parties who would like to participate in the
February bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.html/and must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 175 CF properties throughout the U.S. have been sold for
over $305 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site at http://www.cfterminals.com/  
to Transportation Property Company at 800-440-5155.


COVANTA ENERGY: Chilmark Values Company at $375-$440 Million
------------------------------------------------------------
According to Anthony J. Orlando, President and Chief Executive
Officer of Covanta Energy Corporation and President of Ogden New
York Services, Inc., Chilmark Partners LLC estimated the
reorganization value of Reorganized Covanta.  Chilmark's
valuation reflects a number of assumptions, including:

   -- a successful reorganization in a timely manner of the
      businesses and finances of the Covanta Debtors;

   -- the continuation as the owner and operator of their
      businesses and assets from and after the Effective Date;

   -- the Projections;

   -- the amount of available cash and other liquidity;

   -- market conditions;

   -- the consummation of the DHC transaction; and

   -- the 2nd Reorganization Plan becoming effective in
      accordance with its terms on a basis consistent with the
      estimates and other assumptions in Chilmark's valuation.  

The reorganization value of Reorganized Covanta includes the
ongoing domestic and international operating businesses, and
excludes the assets and liabilities of the Liquidating Debtors.

In September 2003, in connection with the ESOP Disclosure
Statement, Chilmark estimated a range of theoretical values for
Covanta and its reorganizing subsidiaries between $375,000,000
and $440,000,000.  Chilmark estimated the range of theoretical
valuations based on the projected financial results of Covanta
and its subsidiaries and the capital structure proposed in the
ESOP Reorganization Plan using a number of generally accepted
valuation techniques.  The estimate of theoretical valuation
ranges involved various determinations as to the most appropriate
and relevant methods of financial analysis and the application of
these methods to the particular circumstances.  Estimates of
reorganization value do not purport to be appraisals, nor do they
necessarily reflect the values that might be realized if assets
were to be sold.

Pursuant to the DHC Transaction, the reorganization value of
Covanta and its subsidiaries is approximately $405,000,000.  The
reorganization value represents the purchase price of the DHC
Transaction including the proposed equity investment and the debt
assumed by DHC as part of the transaction.  Mr. Orlando notes
that the reorganization value for the DHC Transaction is within
the theoretical reorganization value range in the ESOP Disclosure
Statement and approximates the midpoint of the range.  Since the
DHC Transaction was negotiated between a willing buyer and
willing seller on an arm's-length basis, it represents a market
test of the initial theoretical valuation estimate and is the
best indication of value available to Chilmark and the Debtors.  

Therefore, for the Second Reorganization Plan purposes, Chilmark
estimates the reorganization value to be $405,000,000.  This
estimated reorganization value, ascribed as of January 26, 2004,
reflects current claims estimates.

Mr. Orlando explains that an estimate of reorganization value is
not entirely mathematical, but rather involves complex
consideration and judgments concerning various factors that could
affect the value of an operating business.  As a result, the
estimate of reorganization value is not necessarily indicative of
actual outcomes.  Because the estimates are inherently subject to
uncertainties, none of Covanta, Chilmark or any other person
assumes responsibility for its accuracy.

The valuation of newly issued securities is subject to additional
uncertainties and contingencies, all of which are difficult to
predict.  Mr. Orlando states that actual market prices of
securities at issuance will depend on:

   -- prevailing interest rates;

   -- conditions in the financial markets;

   -- the anticipated initial securities holding of prepetition
      creditors, some of which may prefer to liquidate their
      investment rather than hold it on a long-term basis; and

   -- other factors that generally influence the prices of
      securities.  

Mr. Orlando adds that the Debtors' history in Chapter 11,
conditions affecting the Debtors' competitors or the industry
generally in which the Debtors' participate or by other factors
not possible to predict, may also affect the actual market prices
of securities.  Accordingly, the estimated reorganization value
may not necessarily reflect, and must not be construed as
reflecting, values that will be attained in the public or private
markets and are not estimates of the post-reorganization market
trading values. (Covanta Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


DELTA AIR LINES: Plans Fleet Changes to Reduce Capital Expenses
---------------------------------------------------------------
Delta Air Lines (NYSE: DAL) plans to limit the size of its Boeing
777-200 fleet.

Delta said it intends to sell two Boeing 777-200 aircraft
scheduled for delivery to Delta in 2005. The company also intends
either to acquire other Boeing aircraft in lieu of three Boeing
777-200 aircraft scheduled for delivery in 2006 or to sell these
three Boeing 777-200 aircraft.

Delta currently plans to continue to operate the eight Boeing 777-
200 aircraft in its existing fleet and said it is pleased with the
operational performance of these aircraft.

Delta and Boeing have agreed to defer until the second half of
2005 delivery of two Boeing 777-200 aircraft originally scheduled
for delivery to Delta in the first half of 2005. Delta intends to
sell these two Boeing 777-200 aircraft and has entered into an
agreement with an undisclosed party to assist in the sale. Delta
expects that such a sale, if accomplished, would reduce its
capital spending requirements by approximately $300 million
through 2005.

"Delta must continue to create a path to rebuild its balance sheet
and maintain effective cash flow management," said M. Michele
Burns, Delta's executive vice president and chief financial
officer. "Reducing major capital spending, such as purchasing
aircraft, is an essential way to contribute to this goal."

Delta also intends either to acquire other Boeing aircraft in lieu
of three Boeing 777-200 aircraft scheduled for delivery to Delta
in 2006 or to sell these three Boeing 777-200 aircraft. The
company has not yet identified which aircraft type it would
acquire in lieu of the Boeing 777-200s if that option is chosen.

Delta Air Lines (S&P, B+ Corporate Credit Rating, Negative) is
proud to celebrate its 75th anniversary in 2004. As the world's
second largest airline in terms of passengers carried and the
leading U.S. carrier across the Atlantic, Delta offers 7,664
flights each day to 497 destinations in 84 countries on Delta,
Song, Delta Shuttle, Delta Connection and Delta's worldwide
partners. Delta is a founding member of SkyTeam, a global airline
alliance that provides customers with extensive worldwide
destinations, flights and services. For more information, please
visit http://www.delta.com/


DES TOBACCO CORP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: D.E.S. Tobacco Corporation
        dba C.B. Perkins
        dba John David, Ltd.
        dba Ye Old Tobacco Barrel
        The Pavilion, Suite 821
        Jenkintown, Pennsylvania 19046-7368

Bankruptcy Case No.: 04-10947

Type of Business: The Debtor is a Cigar Manufacturer.
                  See http://www.cbperkins.net/

Chapter 11 Petition Date: January 23, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsels: David Alexander Barnes, Esq.
                   Michael D. Vagnoni, Esq.
                   Obermayer, Rebmann, Maxwell & Hippel LLD
                   1617 JFK Boulevard Suite 1900
                   Philadelphia, PA 19103-4210
                   Tel: 215-665-3184

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Colibri Corp. of America    Trade Debt                $129,170

General Cigar, Inc.         Trade Debt                 $65,863

Altadis USA, Inc.           Trade Debt                 $25,689

Ashton Distributors, Inc.   Trade Debt                 $25,689

Resnick Distributors        Trade Debt                 $22,165

International Development   Trade Debt                 $14,570
Corp.

Fuente & Newman             Trade Debt                 $13,137

CHH Quality Product, Inc.   Trade Debt                 $11,088

G.A. Andron, Inc.           Trade Debt                 $10,814

Wood Expressions, Inc.      Trade Debt                  $8,495

C.A.O. International, Inc.  Trade Debt                  $8,703

Zippo Mfg. Company          Trade Debt                  $8,309

M. Cornell Importers        Trade Debt                  $8,138

Anheuser Busch, Inc.        Trade Debt                  $7,452

Lane Ltd.                   Trade Debt                  $7,109

Savinelli, Inc.             Trade Debt                  $6,512

RGIS Inventory Specialist   Trade Debt                  $5,735

Torano Cigars               Trade Debt                  $4,258

Swiss Army Brands, Inc.     Trade Debt                  $4,003

James Norman, Ltd.          Trade Debt                  $3,317


DIVERSIFIED REIT: Fitch Affirms 3 Note Ratings at Low-B Level
-------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Diversified
REIT Trust 2000-1, as a result of the annual rating review
process.

The following rating actions are effective immediately:

        -- $50,000,000 class A-1 notes affirm at 'AAA';
        -- $145,836,000 class A-2 notes affirm at 'AAA';
        -- $18,090,000 class B notes affirm at 'AA+';
        -- $26,992,000 class C notes affirm at 'A+';
        -- $21,249,000 class D notes affirm at 'BBB+';
        -- $11,343,000 class E notes affirm at 'BBB-';
        -- $4,307,000 class F notes affirm at 'BB';         
        -- $5,025,000 class G notes affirm at 'BB-';
        -- $4,308,000 class H notes affirm at 'B';
        -- $287,150,000 Class X Notes (interest only) affirm at
             'AAA'.

Diversified REIT Trust 2000-1 is a collateralized debt obligation
that was established on April 13, 2000. The CDO is supported by a
static pool of 100% senior unsecured real estate investment trust
securities. Fitch has reviewed the credit quality of the
individual assets comprising the portfolio. The CDO has not
experienced any significant credit migration and has had minimal
change in weighted average rating factor.

The notes pay principal in sequential order and there are no over-
collateralization or interest coverage tests.

Based on the performance of the underlying collateral, Fitch
affirms all of the rated liabilities issued by Diversified REIT
Trust 2000-1. Fitch will continue to monitor this transaction.


EL PASO CORP: Names Keith B. Forman Senior Vice President, Finance
------------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced two management changes.

Keith Forman has been promoted to the position of senior vice
president, Finance.  Forman, who joined El Paso in 1998, was most
recently vice president, El Paso Field Services and chief
financial officer, GulfTerra Energy Partners L.P. (NYSE: GTM), a
publicly traded master limited partnership.  In his position with
GulfTerra, he was responsible for the financing activities of the
partnership, including its commercial and investment banking
relationships.

Katherine A. Murray has assumed the role of senior vice president,
Tax. Murray, who has been with the company for 13 years, most
recently served as vice president, Tax, where she was responsible
for the corporation's federal tax planning and compliance.

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


ENCORE HEALTHCARE: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Encore Healthcare Associates
        2630 Woodland Avenue
        Roslyn, Pennsylvania 19001

Bankruptcy Case No.: 04-11025

Type of Business: The Debtor is a healthcare provider with
                  nursing facilities and services.

Chapter 11 Petition Date: January 23, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Diane W. Sigmund

Debtor's Counsel: Peter E. Meltzer, Esq.
                  Meltzer and Associates, P.C.
                  1600 Locust Street
                  Philadelphia, PA 19103
                  Tel: 215-545-3300

Total Assets: $2,500,000

Total Debts:  $8,401,259

Debtor's 6 Largest Unsecured Creditors:

Entity                             Claim Amount
------                             ------------
Milestone Staffing Services             $97,459

Lahigh Ambulance                        $20,000

Hobble Personnel                        $14,765

National Industries                     $13,025

Arcadia Healthcare                      $13,510

Hobble Personnel                         $8,684


ENRON CORP: Asks Court to Disallow J. Aron & Company's Two Claims
-----------------------------------------------------------------
Pursuant to Section 502 of the Bankruptcy Code, the Enron
Corporation Debtors object to Claim No. 12631 for $75,000,000 and
Claim No. 12633 for $191,465,154 filed by J. Aron & Company.

Enron North America Corporation's predecessor-in-interest, Enron
Capital & Trade Resources Corporation, entered into an ISDA
Master Agreement dated August 12, 1994 with J. Aron.  The J. Aron
ISDA Master Agreement provided that the parties would enter into
one or more transactions.  Over time, ENA entered into thousands
of derivative Transactions.  Enron Corporation also issued a
guarantee, dated August 14, 1994, capped at $75,000,000 to
guarantee ENA's obligations under the J. Aron ISDA Master
Agreement.

In addition to the J. Aron ISDA Master Agreement, Frederick W.H.
Carter, Esq., at Venable LLP, in Baltimore, Maryland, relates
that J. Aron and ENA were also parties to a number of trades from
the physical delivery of natural gas.  

Moreover, ENA entered into an agreement for the trading of over-
the-counter derivatives with a J. Aron affiliate, Goldman Sachs
Capital Markets LP.  This GSCM ISDA Master Agreement, dated as of
October 21, 1996, was a master agreement for documenting, among
other things, financially settled interest rate, currency and
weather swaps and options.

Notwithstanding that ENA was performing under the Transactions,
Mr. Carter reports that by letter dated December 3, 2001, J. Aron
notified ENA that it was terminating the Transactions under the
J. Aron ISDA Master Agreement.  Pursuant to the J. Aron ISDA
Master Agreement, in a letter dated June 28, 2002, J. Aron
provided ENA with its purported calculation of the final
Termination Payment allegedly payable by ENA to J. Aron --
$213,592,338.  In addition, J. Aron also claims $26,717 on
account of the Physical Gas Trades.

Furthermore, J. Aron stated that it had alleged contractual set-
off provisions, which purports to allow it to set-off amounts
owed by GSCM to ENA under the GSCM ISDA Master Agreement against
the amounts ENA allegedly owes J. Aron under its IDA Master
Agreement.

On October 15, 2002, J. Aron filed Claim No. 12633 on account of
the J. Aron ISDA Master Agreement and the Physical Gas Trades.  
Aside from a $191,465,154 claim, Claim No. 12633 also contains an
unliquidated and contingent claim for indemnification or
contribution for certain unspecified refund claims that J. Aron
asserts may have been made by third parties against it relating
to certain natural gas, power or other commodity trades -- the
Ripple Claims.

On account of Enron's guarantee, J. Aron filed Claim No. 12631
for $75,000,000 plus an unliquidated amount based on the Ripple
Claims.

Mr. Carter contends that the J. Aron's claims are objectionable
for these reasons:

   (a) J. Aron miscalculated the Termination Payment;

   (b) The alleged set-off is improper and contrary to law,
       including but not limited to Sections 362 and 553 of the
       Bankruptcy Code;

   (c) Claim Nos. 12633 and 12631 are not properly documented to
       sufficiently support and evidence the amounts claimed or
       the bases of liability; and

   (d) The Ripple Claims and other unliquidated or contingent
       claims asserted in Claim Nos. 12633 and 12631 are not
       allowable since there is insufficient basis for allowance
       of these claims, and they are contingent or unliquidated
       claims.

Accordingly, the Debtors ask the Court to disallow and expunge
Claim Nos. 12633 and 12631 in their entirety. (Enron Bankruptcy
News, Issue No. 97; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ENRON CORP: Balks at Nevada Power & Sierra Pacific's Claims
-----------------------------------------------------------
On November 30, 2001, Nevada Power Company and Sierra Pacific
Power Company filed a Complaint with the Federal Energy
Regulatory Commission.  The Complaint seeks a determination that
the rates for electrical power in sales contracts between Enron
Power Marketing, Inc. and the Nevada Companies were unlawful, and
seeks refunds of payments made pursuant to the allegedly unlawful
rates.

On June 5, 2002, EPMI commenced the adversary proceeding against
the Nevada Companies, seeking, among other things, payment for
electrical power delivered to the Nevada Companies and
termination payments under the terms of the Western Systems Power
Pool Agreement and various confirmation agreements issued
thereunder.

Howard B. Comet, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that on October 15, 2002, Nevada Power and Sierra
filed Claim Nos. 13108 and 13132 against EPMI.  The Nevada
Companies' Claims are identical and each asserts unsecured,
contingent or unliquidated claims of "approximately
$300,000,000."  The Nevada Companies base the Claims on:

   (i) any right to payment against EPMI in their favor as a
       result of the resolution of the FERC Proceeding;

  (ii) any right to payment against EPMI in their favor as a
       result of the resolution of the Adversary Proceeding; and

(iii) other claims they may assert against EPMI arising from
       its alleged misrepresentation, wrongful manipulation of
       the market and improper termination of its contracts with
       the Nevada Companies.

On January 13, 2003, the Nevada Companies answered the Adversary
Proceeding and made nine counterclaims against EPMI for:

   (1) declaratory relief;

   (2) breach of contract -- wrongful termination;

   (3) breach of contract -- covenant of good faith and fair
       dealing;

   (4) refund of unjust and unreasonable rates in violation of
       Section 206 of the Federal Power Act;

   (5) restraint of trade in violation of Nevada Unfair Trade
       Practices Act;

   (6) fraud on the market -- market manipulation;

   (7) RICO -- violations of Sections 1962(c) and (d) of the
       Criminal Procedures Code;

   (8) injunctive relief -- escrow of contractual payments; and

   (9) petition to compel dispute resolution.

On January 14, 2003, the Court granted a summary judgment in
EPMI's favor in the Adversary Proceeding insofar as EPMI claimed
damages based on power that was delivered to the Nevada
Companies.  On June 26, 2003, FERC dismissed the Nevada
Companies' claims in the FERC Proceeding.  On September 15, 2003,
the Court:

   (i) granted EPMI's motion for summary judgment insofar as
       EPMI asserted claims for termination payments owed by the
       Nevada Companies; and

  (ii) granted EPMI's and Enron Corporation's motion to dismiss
       the Counterclaims in the Adversary Proceeding.

On September 26, 2003, the Court issued a Final Order on EPMI's
Third Claim for Relief and dismissed the Counterclaims in the
Adversary Proceeding.  The Nevada Companies appealed the Final
Order on October 1, 2003.

On November 10, 2003, the FERC denied the Nevada Companies'
request for rehearing of the June 26, 2003 ruling dismissing
their claims in the FERC Proceeding.

Accordingly, the Debtors object to the allowance of the Nevada
Companies' Claims, and ask the Court to disallow and expunge them
in all respects.

Mr. Comet contends that disallowance is warranted because the
Claims are based on claims that have been denied or dismissed in
the Adversary Proceeding and the FERC Proceeding.  If the two
claims are not expunged, the Nevada Companies would receive
nothing on account of the claims due to the decisions in the
Adversary Proceeding and the FERC Proceeding.  Moreover,
elimination of the redundant and released claims will enable the
Debtors to maintain a claims register that more accurately
reflects the claims that have been asserted against the Debtors.
(Enron Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EYI INDUSTRIES: Appoints Williams & Webster as New Accountants
--------------------------------------------------------------
On or about January 15, 2004, EYI Industries, Inc. advised
SmytheRatcliffe that it would not be appointed as the Company's
auditors for the fiscal year ending December 31, 2003.  

The decision to change accountants was recommended and approved by
the Board of Directors.

The reports of SmytheRatcliffe for the past two fiscal years and
through September 30, 2003 contained a "going concern"
qualification concerning the ability of the Company to continue in
business.

On January 15, 2004, the Board of Directors of the Company
appointed the firm of Williams & Webster, P.S., 601 W. Riverside
Ave., Spokane, Washington 99201, as independent auditors of the
Company for the period ending December 31, 2003.  Since October
2002, the firm of Williams & Webster has been the auditors of
record for Essentially Yours Industries, Inc., a Nevada company,
which became a majority-owned subsidiary of the Company as a
result of a share exchange on December 31, 2003 between the
Company and certain shareholders of EYI.  

Prior to the engagement of Williams & Webster, neither the Company
nor anyone on its behalf consulted with such firm regarding the
application of accounting principles to a specified transaction
whether completed or uncompleted, the type of audit opinion that
might be rendered on the Company's financial statements, or as to
any matter that was either the subject of a disagreement with the
previous independent auditor or was a reportable event.  However,
Williams & Webster did provide the audited financial statements of
EYI for the period ended June 30, 2003, that were included in the
Company's Definitive Information Statement on Schedule 14C that
was distributed to shareholders of record on December 9, 2003.


FACTORY 2-U STORES: Lonestar Entities Disclose 8.8% Equity Stake
----------------------------------------------------------------
Lonestar Partners L.P., Lonestar Capital Management LLC and Jerome
L. Simon beneficially own 1,584,000 shares of the common stock of
Factory 2-U Stores, Inc., representing 8.8% of the outstanding
common stock of Factory 2 U Stores.  Lonestar Partners, Lonestar
Capital and Mr. Simon share voting and dispositive powers over the
stock held.

The shares reported for Lonestar are owned directly by Lonestar.
LCM, as general partner and investment adviser to Lonestar,  may
be deemed to be the beneficial owner of all such shares owned by
Lonestar. Simon, as the manager and sole member of LCM, may be
deemed to be the beneficial owner of all such shares held by
Lonestar.  Each of LCM and Simon disclaims any beneficial
ownership of any such shares.

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


FACTORY 2-U: Asks Court to Appoint Garden City as Claims Agent
--------------------------------------------------------------
Factory 2-U Stores, Inc., wants The Garden City group, Inc., to
serve as the official Noticing, Claims and Balloting Agent in its
chapter 11 case.  The Debtor says appointing Garden City will
greatly benefit the Debtor, its estate, and its creditors, from
the firm's experience and the efficient and cost-effective methods
that the firm has developed.

Garden City will:

     a) prepare and serve required notices in this chapter I 1
        case, including:

        1) notice of the commencement of this chapter 11 case
           and the initial meeting of creditors under- section
           341(a) of the Bankruptcy Code;

        2) notice of the claims bar date;

        3) notice of objections to claims;

        4) notice of any hearings on a disclosure statement and
           confirmation of a plan of reorganization; and

        5) other miscellaneous notices to any entities, as the
           Debtor or the Court may deem necessary or appropriate
           for an orderly administration of this chapter 11
           case;

     b) after the mailing of a particular notice, file with the
        Clerk's Office a certificate or affidavit of service
        that includes a copy of the notice involved, an
        alphabetical list of persons to whom the notice was
        mailed and the date and mariner of mailing;

     c) maintain copies of all proofs of claim and proofs of
        interest filed;

     d) maintain official claims registers, including, among
        other things, the following information for each proof
        of claim or proof of interest:

        1) the applicable Debtor;

        2) the name and address of the claimant and any agent
           thereof;

        3) the date received;

        4) the claim number assigned; and

        5) the asserted amount and classification of the claim;

     e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f) transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     g) maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or, proof of interest,
        which list shall be available upon request of a party in
        interest or the Clerk's Office;

     h) provide access to the public for examination of copies
        of the proofs of claim or interest without charge during
        regular business hours;

     i) record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e);

     j) comply with applicable federal, state, municipal, and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     k) provide temporary employees to process claims, as
        necessary; and

     l) promptly comply with such further- conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe.

Garden City's current hourly rates are:

          Set-Up Creditor File           $45 to $160 per hour
          Claims Processing & Docketing  $60 per hour
          Document Management            $40 to $200 per hour
          System Support                 $125 to $175 per hour

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


FAIRFIELD INN BY MARRIOTT: Hires Imowitz Koenig as New Auditors
---------------------------------------------------------------
Effective January 21, 2004, Fairfield Inn by Marriott LTD
dismissed Ernst & Young, LLP as independent auditor. Ernst & Young
had served as the Company's independent auditor since
September 13, 2002.

Ernst & Young LLP's report on Fairfield Inn's financial statements
for the fiscal year ended December 31, 2002 was modified due to
uncertainty about the Company's ability to continue as a going
concern.

Effective January 21, 2004, the Board of Directors of the manager
of Fairfield Inn's general partner approved the engagement of
Imowitz, Koenig & Co., LLP as the Inn's independent auditors for
the fiscal year ending December 31, 2003.


FERRELLGAS: Fitch Keeps Watch Negative over Blue Rhino Acquisition
------------------------------------------------------------------
Fitch Ratings has placed Ferrellgas Partners, L.P.'s outstanding
'BB+' senior notes on Rating Watch Negative. In addition,
Ferrellgas, L.P.'s outstanding 'BBB' senior unsecured notes and
'BBB' rated unsecured credit facility are placed on Rating Watch
Negative. A Rating Watch Negative means that the ratings may be
lowered or affirmed in the near term.

The rating action follows the announcement that FGP has entered
into an agreement to acquire all of the outstanding common stock
of Blue Rhino Corp. in a cash transaction valued at approximately
$340 million. RINO is the nation's leading operator of propane
tank exchange services with a network of more than 29,000 retail
locations in 49 states and Puerto Rico. For the fiscal year ended
July 31, 2003, RINO generated consolidated EBITDA of approximately
$36 million. FGP expects to complete the acquisition by June 2004
following receipt of RINO shareholder approval.

The Rating Watch status reflects uncertainty associated with FGP's
planned acquisition funding and its impact on FGP's consolidated
credit profile. In addition, Fitch believes the proposed purchase
of RINO presents a higher degree of execution risk as compared
with prior acquisition activity conducted by FGP. In particular,
the propane cylinder exchange business represents somewhat of a
departure from FGP's core retail propane distribution business.
However, from a strategic standpoint, the addition of the RINO
assets should offset some of the seasonality associated with FGP's
cash flows as the cylinder exchange business tends to peak during
the summer months when FGP's retail propane distribution business,
specifically the residential heating market, is relatively
dormant.

Fitch expects to meet with FGP management in the near term to
further discuss the company's financing strategies as well as
management's plan for operating and integrating the RINO assets.
Fitch notes that FGP has historically financed acquisitions in a
conservative manner utilizing a balanced mix of debt and common
equity units to support its growth. Moreover, FGP has demonstrated
a solid track record of acquiring and integrating both large and
smaller scale retail propane operations.


FINOVA: Capital Unit Receives $276 Million in Debt Settlement
-------------------------------------------------------------
On December 19, 2003, The FINOVA Group Inc., through its
principal operating subsidiary, FINOVA Capital Corporation,
received $276 million in final settlement of substantially all
amounts owed to the Company from its largest borrower, a
timeshare resort development company.  The transaction also
included the sale of Finova's equity investment in the borrower.  
FINOVA will retain a $7.7 million loan to this customer related
to a single property.

According to Richard Lieberman, Senior Vice President, General
Counsel and Secretary of The FINOVA Group, Inc., the cash
settlement resulted in an estimated $91 million recovery in
excess of Finova's carrying amount and will be recorded in the
Company's financial statements for the year ended December 31,
2003.  The carrying amount had previously been reduced by various
adjustments, the majority of which were due to write-downs and
the estimation of fair value in connection with Finova's
implementation of fresh-start reporting upon emergence from
bankruptcy.  Accounting rules did not permit subsequent
adjustments for increases in estimated valuation until they were
realized.

Mr. Lieberman discloses to the Securities and Exchange Commission
that the settlement reduced Finova's financial assets as of
September 30, 2003 by approximately 9%, continuing the orderly
collection and liquidation of its asset portfolio.  The funds
will be used to reduce the Company's outstanding indebtedness.

Despite this settlement and recovery, Mr. Lieberman says, FINOVA
still has a significant negative net worth.  Based on the
Company's financial condition, it remains highly unlikely there
will be funds available to fully repay the outstanding principal
on its outstanding Senior Notes, and as a result, there will not
be a return to the Company's stockholders.  For these reasons,
the Company believes that investing in Finova's debt and equity
securities involves a high level of risk to the investor. (Finova
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FIRST HORIZON: Fitch Takes Rating Actions on 3 Securitizations
--------------------------------------------------------------
Fitch Ratings has upgraded 14 classes and affirmed 4 classes from
the following First Horizon Mortgage pass-through trusts:
First Horizon Mortgage Pass-Through Trust Series 2002-2

        -- Class A affirmed at 'AAA';
        -- Class B-1 upgraded to 'AAA' from 'AA';
        -- Class B-2 upgraded to 'AAA' from 'A';
        -- Class B-3 upgraded to 'AA' from 'BBB';
        -- Class B-4 upgraded to 'A' from 'BB';
        -- Class B-5 affirmed at 'B'.

First Horizon Mortgage Pass-Through Trust Series 2002-4

        -- Class A affirmed at 'AAA';
        -- Class B-1 upgraded to 'AAA' from 'AA';
        -- Class B-2 upgraded to 'AAA' from 'A';
        -- Class B-3 upgraded to 'AA+' from 'BBB';
        -- Class B-4 upgraded to 'A+' from 'BB';
        -- Class B-5 upgraded to 'BBB-' from 'B'.

First Horizon Mortgage Pass-Through Trust Series 2002-7

        -- Class A affirmed at 'AAA';
        -- Class B-1 upgraded to 'AAA' from 'AA';
        -- Class B-2 upgraded to 'AA' from 'A';
        -- Class B-3 upgraded to 'A' from 'BBB';
        -- Class B-4 upgraded to 'BBB' from 'BB';
        -- Class B-5 upgraded to 'BB' from 'B'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


FLEMING COS.: Court Approves Reclamation Committee's Appointment
----------------------------------------------------------------
The U.S. Bankruptcy Court has approved the Reclamation Claimants'
request to appoint an official committee to represent their rights
and interests in the Fleming Debtors' Chapter 11 cases.  

The Reclamation Claimants are:

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

The United States Trustee will make the actual committee
appointments.  

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


GADZOOKS INC: Nasdaq Will Delist Shares Today
---------------------------------------------
Gadzooks, Inc. (Nasdaq: GADZQ) received a letter from the Nasdaq
Listings Qualifications Department on February 3, 2004 notifying
the company of its decision to delist the company's common stock
from the Nasdaq Stock Market in accordance with Nasdaq Marketplace
Rules 4300 and 4450(f).

Gadzooks' common stock will be delisted from the Nasdaq Stock
Market at the opening of business today, subject to the company's
right to appeal. The decision is based upon the following factors:

     --  the company's filing for protection under Chapter 11 of
         the U.S. Bankruptcy Code on February 3, 2004, and
         associated public interest concerns raised by it;

     --  concerns regarding the residual equity interest of the
         existing listed securities holders; and

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

Gadzooks does not intend to appeal Nasdaq's decision and
anticipates that its common stock will be delisted from the Nasdaq
Stock Market in accordance with Nasdaq's determination set forth
above. Once the company's common stock is delisted, the company
expects that its shares will continue to trade on the over-the-
counter bulletin board. Gadzooks may reapply to become listed on
the Nasdaq Stock Market in the future if it is able to satisfy the
requirements for listing.

Effective as of February 5, 2004, the letter "Q" has been appended
to the Company's trading symbol. Accordingly, the trading symbol
for the Company's common stock was changed from GADZ to GADZQ.

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


GADZOOKS INC: Look for Schedules and Statements by March 8, 2004
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, gave Gadzooks, Inc., an extension of time to file
their schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtors have until
March 8, 2004 to file these required documents.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer  
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18. the Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-
31486).  Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at
Akin Gump Strauss Hauer & Feld, LLP represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.


GALEY & LORD: Bankruptcy Court Confirms Plan of Reorganization
--------------------------------------------------------------
Galey & Lord, Inc., (OTC Bulletin Board: GYLDQ) announced that the
U.S. Bankruptcy Court has confirmed the Company's Plan of
Reorganization.

Following the confirmation, the Company expects to emerge from
Chapter 11 within the next ten days.

Arthur C. Wiener, the Company's Chairman and CEO, commented, "This
has been a long and arduous process, but the new Galey & Lord will
emerge with a strong balance sheet that will enable it to execute
both its long-term and short-term strategies. I would like to
thank the Company's customers, suppliers and employees for their
continued support during this most difficult period. Without their
loyalty, it would not have been possible to reach this point."

As previously announced, upon the Company's emergence, Mr. Wiener
will be retiring. Upon emergence, John J. Heldrich, currently
Executive Vice President of Galey & Lord and President of Swift
Denim, will be elected President and CEO of Galey & Lord and will
serve on the Board of Directors of the emerged company. Mr. Wiener
stated, "I have had the good fortune to have worked with John for
the last six years, and during that time have come to admire both
his business and personal skills. I have all the faith in the
world that John will lead the Company forward in this very
competitive environment."

Galey & Lord and its foreign affiliates, are leading global
manufacturers of textiles for sportswear, including cotton
casuals, denim, and corduroy.

The Company believes it is the market leader in producing
innovative woven sportswear fabrics as a result of its expertise
in sophisticated and diversified finishing. Fabrics are designed
in close partnership with a diversified base of customers to
capture a large share of the middle and high end of the
bottomweight woven market. The Company also believes it is one of
the world's largest producers of differentiated and value-added
denim products. The Company and its foreign subsidiaries employ
approximately 3,300 employees in the United States and 215
employees in its owned foreign operations. The Company and its
joint venture interests operate in the U.S., Canada, Mexico, Asia,
Europe and North Africa.

Until emergence, the Company's current trading symbol on the OTC
BB is GYLDQ.


GARDEN RIDGE: Section 341(a) Meeting Convenes on March 11, 2004
---------------------------------------------------------------
The United States Trustee will convene a meeting of Garden Ridge
Management, Inc.'s creditors on March 11, 2004, 2:00 p.m., at J.
Caleb Boggs Federal Building, 2nd Floor, Room 2112, 844 King
Street, Wilmington, Delaware 19801. This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://gardenridge.com/-- is a megastore home decor retailer that  
offers decorating accessories like baskets, candles, crafts, home
accents, housewares, party supplies, pictures and frames, pottery,
seasonal items, and silk and dried flowers.  The company filed for
chapter 11 protection on February 2, 2004 (Bankr. Del. Case No.
04-10324).  Joseph M. Barry, Esq., at Young Conaway Stargatt &
Taylor LLP, represents the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed estimated debts and assets of over $100 million each.


GENERAL MEDIA: Releases December Quarter Results & Reports Profits
------------------------------------------------------------------
Penthouse International (OTC Bulletin Board: PHSL), a diversified
holding company with operating subsidiaries in adult entertainment
and real estate, which owns 99.5% of the capital stock of General
Media, disclosed General Media's unaudited financial results for
the quarter ended December 31, 2003 on Form 8-K filed with the
U.S. Securities and Exchange Commission.

For the quarter ending December 31, 2003, General Media reported
consolidated net revenue of $12,601,489 and consolidated operating
income of $3,466,160. After giving effect to a bankruptcy
restructuring expense of $1,506,049, after tax net income for the
quarter ending December 31, 2003 was $1,801,742. The above
unaudited financial information is set forth in the mandatory
financial reports filed with the Court.

For the month of December 2003, General Media reported
consolidated net revenue of $4,536,723, up from $3,924,975 in
November 2003, an increase of $611,748. Consolidated operating
income for the month of December 2003 was $1,532,238, up from
$1,051,000 in November 2003, an increase of $481,238. After giving
effect to a bankruptcy restructuring expense of $372,484 in
December 2003, after tax net income in December 2003 was
$1,098,441. The increase in net revenue, net operating income and
after tax net income was principally attributable to General Media
resuming full publication of its six magazines.

Additional information can be found in the Company's Form 8-K
available at http://www.sec.gov/

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.

General Media, a subsidiary of Penthouse International, Inc.,
filed for Chapter 11 protection on August 12, 2003 in the U.S.
Bankruptcy Court for the Southern District of New York (Manhattan)
(Lead Bankr. Case No. 03-15078). Robert Joel Feinstein, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., represents
the Debtor in these bankruptcy proceedings.


HALSEY PHARMACEUTICALS: Completes $12.3 Million Private Debt Deal
-----------------------------------------------------------------
Halsey Pharmaceuticals (OTCBB:HDGC) announced the completion of a
private offering of Convertible Senior Secured Debentures in the
aggregate principal amount of approximately $12.3 million in
accordance with the terms of a Debenture and Share Purchase
Agreement dated February 6, 2004.

The lead investors in the offering were:

     * Essex Woodlands Health Ventures V, L.P.,
     * Care Capital Investments II, LP, and
     * Galen Partners III, L.P.

A portion of this financing represents the conversion of
approximately $2.0 million in outstanding bridge loans and accrued
interest thereon into the 2004 Debentures. The terms of the
Purchase Agreement provide for the issuance of additional 2004
Debentures which would raise the total aggregate principal amount
of the 2004 Debentures to $14.0 million, which may be increased
subject to the consent of the 2004 Debenture Investor Group. The
2004 Debentures, issued at par, bear interest at the rate of 1.62%
per annum and are secured by a lien on all assets of the Company
and its subsidiaries.

The Company intends to use the net proceeds of the 2004 Debenture
offering to continue the development of certain technology related
to opiate active pharmaceutical ingredients and technologies to
deter abuse of orally administered opiate analgesic products.

The 2004 Debentures plus interest accrued at the date of
conversion will convert automatically into the Company's Series A
convertible preferred stock at a price per share of $0.6425,
representing the average of the closing bid and asked prices for
the Company's Common Stock for the 20 trading days ending 2
trading days immediately prior to the date of the Purchase
Agreement. Such conversion shall immediately follow the Company's
receipt of shareholder approval at its next shareholders' meeting
to restate the Company's Certificate of Incorporation to authorize
the Series A Shares and the Junior Preferred Shares and the filing
of the Charter Amendment with the New York Department of State.

Based upon the Conversion Price and estimating the interest
accrual on the 2004 Debentures prior to the Charter Amendment
Filing Date, the 2004 Debentures with an aggregate principal
amount of $14 million would be convertible into approximately 22.0
million Series A Shares.

The Series A Shares have a liquidation preference equal to five
times the Conversion Price. In addition, the Series A Shares are
convertible into the Company's Common Stock, with each Series A
Share convertible into the number of shares of Common Stock
obtained by dividing the Liquidation Preference per share, by the
Conversion Price (as such conversion price may be adjusted, from
time-to-time, pursuant to the dilution protection provisions of
the Series A Shares).

The Series A Shares are subject to mandatory conversion into the
Company's Common Stock provided the Common Stock trades above a
specified average price per share for a period of thirty (30)
consecutive trading days during which certain average daily
trading value is achieved. Without limiting the Liquidation
Preference, the holders of the Series A Shares have the right to
participate with the holders of the Company's Common Stock upon
the occurrence of a liquidation event, including the Company's
merger, sale of all or substantially all of its assets or a change
of control transaction, on an as converted basis. In calculating
such Common Stock participation right, the Series A Shares will be
deemed convertible into 30% of the shares of Common Stock into
which the Series A Shares are otherwise then convertible.

The Purchase Agreement provides that the holders of the Series A
Shares shall have the right to vote as part of a single class with
all holders of the Company's voting securities on all matters to
be voted on by such security holders. Each holder of Series A
Shares shall have the number of votes equal to the number of votes
he would have had if such holder converted all Series A Shares
into shares of Common Stock immediately prior to the record date
relating to such vote. The Purchase Agreement provides that Essex,
Care Capital, and Galen Partners collectively have the right to
designate for nomination 4 members of the Company's Board of
Directors, with each such investor having the right to appoint one
director designee, and such investors collectively having the
right to designate one additional director designee.

As of February 6, 2004, the Company had issued an aggregate of
approximately $87.7 million in principal amount (including
interest paid in kind) of 5% convertible senior secured debentures
maturing March 31, 2006. The Outstanding Debentures were
convertible into an aggregate of approximately 190.1 million
shares of the Company's Common Stock.

Simultaneous with the execution of the Purchase Agreement, and as
a condition to the initial closing of the Purchase Agreement, the
Company, the investors in the 2004 Debentures and each of the
holders of the Outstanding Debentures executed a certain Debenture
Conversion Agreement, dated February 6, 2004. In accordance with
the terms of the Conversion Agreement, the holders of
approximately $6.7 million in principal amount of the Outstanding
Debentures agreed to convert such debentures (plus accrued and
unpaid interest) into Series B convertible preferred stock (the
"Series B Shares") and the holders of the remaining Outstanding
Debentures in the principal amount of approximately $81.0 million
agreed to convert such debentures (plus accrued and unpaid
interest) into Series C-1, C-2 and/or C-3 convertible preferred
stock. The Junior Preferred Shares together with the Series A
Shares are collectively referred to as the "Preferred Shares". The
Conversion Agreement provides, among other things, for the
automatic conversion on the Charter Amendment Filing Date of the
Outstanding Debentures into the appropriate class of Junior
Preferred Shares.

The number of Junior Preferred Shares to be received by each
holder of the Outstanding Debentures will be based on the
respective prices at which such debentures are convertible into
Common Stock. The Junior Preferred Shares are convertible into the
Company's Common Stock, with each Junior Preferred Share
convertible into one share of Common Stock. The holders of the
Junior Preferred Shares have the right to vote as part of the
single class with all holders of the Company's Common Stock and
the holders of the Series A Shares on all matters to be voted on
by such stockholders, with each holder of Junior Preferred Shares
having such number of votes equal to the number of votes he would
have had if such holder had converted all Junior Preferred Shares
held by such holder into shares of Common Stock immediately prior
to the record date relating to such vote.

Based on the respective conversion prices of the Outstanding
Debentures, including the estimated interest accrued under such
debentures as of the Charter Amendment Filing Date, the
Outstanding Debentures are convertible into an aggregate of
approximately 20.2 million Series B Shares, 56.3 million Series
C-1 Shares, 37.4 million Series C-2 Shares and 81.7 million Series
C-3 Shares. The Junior Preferred Shares will automatically convert
into the Company's Common Stock upon the conversion of the Series
A Shares into Common Stock.

Simultaneous with the execution of the Purchase Agreement, the
Company, the investors in the 2004 Debentures and the holders of
the Outstanding Debentures executed a Voting Agreement dated
February 6, 2004 pursuant to which each agreed to vote all of
their respective voting securities of the Company in favor of the
Charter Amendment. The Voting Agreement also provides that each
party will vote all of their voting securities of the Company in
favor of the Board of Director designees of each of Care Capital,
Essex Woodlands and Galen Partners and one additional Board of
Director designee nominated collectively by Care Capital, Essex
Woodlands and Galen Partners. The aggregate voting securities held
by the parties to the Voting Agreement represent approximately 75%
of the voting rights under the Company's outstanding voting
securities. The Company estimates that the Company's shareholders
meeting at which the Charter Amendment will be presented for
shareholder approval will be held in the second quarter of 2004.

The Company was a party to a certain Loan Agreement with Watson
Pharmaceuticals, Inc., pursuant to which Watson has made term
loans to the Company in the aggregate principal amount of
approximately $21.4 million as evidenced by two promissory notes.
As a condition to the completion of the 2004 Debenture offering
and simultaneous with closing of the Purchase Agreement, the
Company paid Watson the sum of approximately $4.3 million and
conveyed certain Company assets to Watson in consideration for
Watson's forgiveness of approximately $16.4 million of
indebtedness under the Watson Notes. In addition, the Watson Notes
were amended to, among other things, extend the maturity date from
March 31, 2006 to June 30, 2007, to provide for the satisfaction
of interest in the form of the Company's Common Stock, and to
provide forbearance from the exercise of rights and remedies upon
the occurrence of certain Events of Default. The Amended and
Restated Watson Note with a principal amount of $5.0 million was
purchased from Watson by the 2004 Debenture Investor Group and
certain other investors in consideration for a $1.0 million
payment to Watson. The Amended and Restated Watson Note is secured
by a first lien on all of the Company's and its subsidiaries'
assets, senior to the lien securing the 2004 Debentures and all
other Company indebtedness.

As of February 6, 2004, the Company had approximately 21.6 million
shares of Common Stock issued and outstanding. In addition to its
issued and outstanding shares of Common Stock, immediately prior
to the initial closing of the Purchase Agreement, the Company had
issued Convertible Securities providing for the issuance of up to
an aggregate of approximately 233.4 million shares of the
Company's Common Stock. Of such amount, approximately 190.1
million shares of Common Stock were issuable upon conversion of
the Company's Outstanding Debentures, approximately 34.3 million
shares of Common Stock were issuable upon the exercise of
outstanding common stock purchase warrants and approximately 9.0
million shares of Common Stock were issuable upon the exercise of
outstanding common stock purchase options.

The Company's Certification of Incorporation, as amended to date,
provides that the Company is authorized to issue 80.0 million
shares of Common Stock. After giving effect to the number of
shares of Common Stock issuable by the Company under outstanding
options and convertible securities, the Company had committed to
issue approximately 175.0 million shares of Common Stock in excess
of its currently authorized shares. No classes of preferred stock
are currently authorized for issuance under the Company's
Certification of Incorporation.

After giving effect to the 2004 Debenture offering and assuming
the filing of the Charter Amendment, the conversion of the 2004
Debentures into a Series A Shares and the conversion of the
Outstanding Debentures into Junior Preferred Shares, the Series A
Shares will be convertible into an aggregate of approximately
110.0 million shares of the Company's Common Stock (representing
approximately 29.6% of the Company's Common Stock on a fully-
diluted basis) and the Junior Preferred Shares will be convertible
into an aggregate of approximately 195.6 million shares of the
Company's Common Stock (representing approximately 52.7% of the
Company's Common Stock on a fully-diluted basis). After giving
effect to the issuance of the Series A Preferred Shares and the
Junior Preferred Shares, as well as the Company's outstanding
common stock purchase options and warrants, the Company will have
issued and outstanding securities convertible into an aggregate of
approximately 349.0 million shares of Common Stock.

Halsey Pharmaceuticals, together with its subsidiaries, is an
emerging pharmaceutical company specializing in proprietary active
pharmaceutical ingredient and finished dosage form development.

More information are available at the Company's Web site at
http://www.halseydrug.com/

At September 30, 2003, Halsey's balance sheet shows a total
shareholders' equity deficit of about $39 million.


HAYES LEMMERZ: GE Capital's Admin. Claim Now Totals $7.6 Million
----------------------------------------------------------------
GE Capital Corporation supplements its request for payment of
administrative expense to include Schedule No. 42 dated
September 3, 1999.  Julianne E. Hammond, Esq., at Blank Rome LLP,
in Wilmington, Delaware, relates that Schedule 42 amends Schedule
No. 39 to the Master Lease.

Pursuant to Schedule 42, Hayes Lemmerz leased from GE Capital one
Hess Engineering Welding Station in the original amount of
$205,270.  The Debtors use the equipment at their Huntington
Facility.  The Debtors rejected Schedule 42 on February 14, 2002.

Ms. Hammond informs the Court that, before Schedule 42's
rejection, the Debtors used the Welding Station in the
postpetition operation of their businesses for their Chapter 11
estates' benefit.  However, instead of properly maintaining and
repairing the Equipment in accordance with the terms of
Schedule 42, the Debtors carelessly, negligently, and in an
un-workmanlike manner, detached and removed the Welding Station
from its location, and dumped the Equipment at about the time the
Schedule was rejected, without GE Capital's consent.  
Accordingly, the Debtors failed to comply with the terms
governing the return of the Equipment.

The Debtors' postpetition breaches of their obligations under the
Schedule 42 Equipment is evidenced by the fact that the Welding
Station was not returned to GE Capital in the same condition and
appearance as when received by the Debtors, normal wear and tear
excepted, or in good working order for its originally intended
purpose.  In fact, upon GE Capital's inspection of the Equipment
after rejection, GE Capital discovered that the Welding Station
had been worn out, irreparably damaged, and permanently rendered
unfit for use, rendering it almost commercially worthless.  As a
result, GE Capital received only $100 on account of the resale of
the Equipment.

Ms. Hammond points out that GE Capital did not discover any of
the damage or loss to the Welding Station until the Debtors gave
it the opportunity to inspect the Equipment upon rejection.  The
Debtors' egregious conduct with respect to the Welding Station
breaches their obligations and duties under Schedule 42, as well
as their legal obligations and duties relating to the
maintenance, care and return of the Equipment.

Furthermore, the Debtors never offered to repair any of the
damage nor tendered any payment to GE Capital on account of the
damage.  Instead, the Debtors and their estates benefited from
their wrongful conduct because their estates did not incur the
costs associated with the proper maintenance, repair and return
of the Equipment.

Therefore, Ms. Hammond asserts, GE Capital is entitled to recover
at least $69,337 -- computed as the Equipment's Stipulated Loss
Value minus the $100 received from the resale of the Equipment --
from the Debtors, under the terms of Schedule 42.

Ms. Hammond also relates GE Capital previously claimed to have
received $54,000 on account of the resale of its Schedule 30
Equipment.  Ms. Hammond now clarifies that GE Capital actually
received $30,000.  Thus, GE Capital's administrative expense
claim on account of Schedule 30 should be increased by $24,000
more.

All in all, GE Capital asserts an additional $93,337 to its
administrative expense claim, thereby increasing the aggregate
amount of its claim to $7,643,875. (Hayes Lemmerz Bankruptcy News,
Issue No. 44; Bankruptcy Creditors' Service, Inc., 215/945-7000)


HUGHES ELECTRONICS: Fourth-Quarter 2003 Net Loss Tops $310 Million
------------------------------------------------------------------
Hughes Electronics Corporation (NYSE: HS) announced full year and
fourth quarter 2003 results.

           FULL YEAR & FOURTH QUARTER 2003 FINANCIAL
                  AND OPERATIONAL HIGHLIGHTS

-- DIRECTV U.S. adds a record number of gross owned and operated
   subscribers in the fourth quarter and the full year.

-- Fourth quarter net owned and operated subscriber additions at
   DIRECTV U.S. increase 39% to 405,000; 1.19 million subscribers
   added for the full year 2003.

-- DIRECTV U.S. revenues increase 24% to $2.26 billion in the
   fourth quarter and 19% to $7.70 billion for the full year.

-- Operating profit before depreciation and amortization at
   DIRECTV U.S. increases 46% in 2003 to $956 million and
   operating profit nearly doubles to $459 million.

-- Average monthly revenue per DIRECTV U.S. subscriber (ARPU)
   increases 11% in the fourth quarter and 7% for the full year to
   $71.70 and  $63.90, respectively.

-- DIRECTV U.S. achieves 1.45% average monthly churn rate in the
   fourth quarter and 1.5% for the full year, the lowest rates in
   over four years.

                    OPERATIONAL RESULTS

"With 2003 revenues growing by 14% to over $10 billion and
operating profit before depreciation and amortization increasing
42% to more than $1.2 billion, Hughes' results reflect not only
the substantial operating and financial progress that Hughes has
made in recent years but also points to the tremendous potential
that exists for the new management team," said Chase Carey,
Hughes' president and chief executive officer.

"In the fourth quarter, DIRECTV U.S. was the driving force behind
most of Hughes' growth," Carey continued. "Subscriber growth at
DIRECTV U.S. was very strong with a record 861,000 gross owned and
operated subscribers added during the quarter -- and with average
monthly churn at a four-year low of 1.45% in the quarter, DIRECTV
U.S. added 405,000 net owned and operated customers in the
quarter, representing a 39% increase over the fourth quarter of
2002. DIRECTV U.S. also generated significant revenue growth in
the quarter of 24% driven by the strong subscriber growth and a
$7, or 11% increase in ARPU to $71.70."

Carey finished, "Looking ahead, I have great expectations for the
businesses. Simply put, we intend to make DIRECTV(R) the best
television experience in the United States. To reach this goal, we
will launch new and expanded services -- including digital video
recorders, interactivity, high- definition television, local
channels and electronic program guides -- that will be innovative,
exciting and easy-to-use. In addition, we will improve customer
service, marketing, sales and distribution. With these new
initiatives plus our affiliation with News Corporation and Fox, I
am confident that we will drive significant subscriber and cash
flow growth at DIRECTV U.S. and Hughes for many years to come."

                    HUGHES' FOURTH QUARTER REVIEW

On December 22, 2003, General Motors, Hughes Electronics, and News
Corporation successfully completed the split-off of Hughes from GM
and the acquisition by News Corporation of 34% of the outstanding
common stock of Hughes. After completion of the transactions, News
Corporation transferred its entire 34% interest in Hughes to its
subsidiary, Fox Entertainment Group, Inc (Fox). In conjunction
with these transactions, Hughes took a pre-tax charge of $132
million, recorded as "Selling, general and administrative
expenses," related primarily to employee retention and severance
costs as well as bankers' fees. In addition, at the close of the
transaction, Hughes paid GM a special dividend of $275 million,
which was recorded on the Consolidated Balance Sheets as a
reduction to stockholders' equity.

In the fourth quarter of 2003, Hughes' revenues increased over 20%
to $2.95 billion driven primarily by an increase in the number of
subscribers and higher ARPU at DIRECTV U.S., and higher sales of
DIRECTV(R) set-top boxes and DIRECWAY(R) satellite broadband
services at Hughes Network Systems.

Operating profit before depreciation and amortization and
operating profit declined to $160 million and a loss of $113
million, respectively, in the quarter principally due to the one-
time pre-tax charge of $132 million related to the News
Corporation transactions, as well as increased marketing costs at
DIRECTV U.S. associated with the record gross additions and higher
acquisition costs per subscriber. These declines were partially
offset by improved efficiencies associated with the larger
DIRECWAY residential subscriber base at HNS.

Hughes reported a fourth quarter 2003 net loss of $310 million
compared to net income of $113 million in the same period of 2002.
This was primarily due to a 2002 pre-tax gain of $600 million
related to the settlement with EchoStar Communications Corporation
(Echostar) in connection with the termination of its agreement for
a proposed merger with Hughes, reorganization expense of $193
million in the fourth quarter of 2003 primarily due to the
agreements reached with creditors in the DIRECTV Latin America,
LLC bankruptcy proceedings, and the change in operating loss
discussed above. Also impacting the quarter comparisons were
charges in the fourth quarter of 2002 related to the write-down to
market value of equity investments in XM Satellite Radio and Crown
Media Holdings of $103 million and $44 million, respectively, $107
million in after-tax losses from the discontinued operations of
DIRECTV Broadband and a $52 million pre-tax loss related to the
exchange of Hughes' ownership in Hughes Tele.com (India) Limited
for an equity interest in and long term receivables from Tata
Teleservices Limited and, in 2003, a $41 million gain resulting
from an increase in the fair market value of an investment in XM
Satellite Radio.

                     HUGHES' FULL YEAR REVIEW

For the full year 2003, revenues increased over 14% to $10.12
billion mostly due to an increase in the number of subscribers and
higher ARPU at DIRECTV U.S., and higher sales of DIRECTV set-top
boxes and DIRECWAY satellite broadband services at HNS, partially
offset by lower revenues at DIRECTV Latin America primarily due to
the revenues generated in 2002 for the World Cup soccer
tournament.

For the full year 2003, Hughes' operating profit before
depreciation and amortization increased 42% to $1.23 billion and
operating profit was $146 million. These increases were driven by
the additional gross profit gained from the higher revenues at
DIRECTV U.S., reduced losses from both the 2002 World Cup
programming and the rejection of certain contracts in connection
with the bankruptcy filing by DIRECTV Latin America, as well as
lower losses at HNS primarily due to the improved efficiencies
associated with the larger DIRECWAY residential subscriber base.
Also impacting the results was a one-time pre-tax charge of $132
million in 2003 related to the News Corporation transactions, a
2002 pre-tax charge of $56 million related to the final settlement
of a contractual dispute with General Electric Capital Corporation
and a $95 million one-time net gain in 2002 due to the favorable
resolution of a lawsuit filed against the U.S. government.

The net loss in 2003 was $362 million compared with a net loss of
$894 million in 2002. In addition to the change in operating
profit discussed above, the following events in 2002 had a
favorable impact on the year-over- year comparison: a $681 million
charge associated with Hughes' adoption of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible
Assets," recorded as "Cumulative effect of accounting changes, net
of taxes," higher losses at DIRECTV Broadband, the pre-tax charges
related to the write-down to market value of equity investments in
XM Satellite Radio and Crown Media Holdings of $103 million and
$44 million, respectively, an interest expense charge of $74
million related to the GECC settlement, and a $52 million pre-tax
loss related to the exchange of Hughes' ownership in Hughes
Tele.com (India) Limited.

In addition, there were several items that partially offset these
favorable year-over-year variances: a 2002 pre-tax gain of $600
million related to the settlement with EchoStar in connection with
the termination of its agreement for a proposed merger with
Hughes, a $159 million pre-tax gain on the sale of Thomson
Multimedia S.A. shares in 2002, reorganization expense of $212
million in 2003 due to the DIRECTV Latin America, LLC bankruptcy
proceedings and a $65 million pre-tax charge related to Hughes'
adoption of FASB Interpretation No. 46, "Consolidation of Variable
Interest Entities" in 2003.

Hughes Electronics Corporation is a unit of General Motors
Corporation. The earnings of HUGHES are used to calculate the
earnings attributable to the General Motors Class H common stock
(NYSE: GMH).

                         *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services revised its CreditWatch listing on Hughes
Electronics Corp. and related entities to positive from developing
following the company's announcement that News Corp. Ltd., (BBB-
/Stable/--) will acquire 34% of the company. The ratings had been
on CreditWatch developing, reflecting uncertainty regarding
Hughes' future ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
   Senior secured debt    BB-/Watch Pos/--
   Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
   Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
   Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


JACKSON PRODUCTS: Jefferson Wells Tapped as Employment Provider
---------------------------------------------------------------
Jackson Products, Inc., and its debtor-affiliates are asking for
permission from the U.S. Bankruptcy Court for the Eastern District
of Missouri, Eastern Division to employ Jefferson Wells
International as a professional employment service provider.

Jefferson Wells will bill for services at its customary hourly
rates:

          Directors               $130 per hour
          Engagement Managers     $100 per hour
          Professional Staff      $90 per hour

The Debtors selected Jefferson because they believe that Jefferson
Wells and its employees are well qualified to assist them in
financial matters in these Cases. Jefferson Wells and its
employees assisting Jackson have extensive experience and
knowledge in the field of accounting and other financial services.

Prior to the Petition Date, Jefferson Wells, through its
employees, has become intimately familiar with the Debtors'
businesses and affairs and many of the potential issues that may
arise in the context of these Cases. If the Debtors were required
to retain another Interim Chief Financial Officer for Jackson
other than Michael A. Pruss or another highly qualified member to
their financial department other than C.J. Hagemann, they would
incur additional expense, hardship and delay.

Accordingly, the Debtors believe the assistance of the employees
of Jefferson Wells will add value to the estates and will provide
the most effective and efficient advice available to the Debtors.

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.


JACUZZI BRANDS: Q1 2004 Results Show Loss from Discontinued Ops.
----------------------------------------------------------------
Jacuzzi Brands, Inc. (NYSE: JJZ) announced financial results for
the first quarter ended December 31, 2003.

                FIRST QUARTER CONSOLIDATED RESULTS

Net sales for the first quarter of fiscal 2004 increased 14.3% to
$303.8 million from $265.9 million in the same period last year.
Bath Products sales rose 18.2%, or $32.7 million, and Plumbing
Products sales were up 10.9%, or $6.6 million. These increases
more than offset a decline in sales at Rexair of 5.4%, or $1.4
million. Net sales benefited from favorable fluctuations in
currency exchange rates of $9.9 million. Excluding the exchange
benefit, net sales were up 10.7% year-over-year.

Operating income increased 7.7% to $19.7 million in the first
quarter of fiscal 2004 from $18.3 million in the first quarter of
fiscal 2003. Operating income for the first quarter of fiscal 2004
included $2.7 million, or $0.02 per diluted share, of previously
announced restructuring charges versus no such charges in the
fiscal 2003 first quarter. Excluding the $2.7 million
restructuring charge, operating income increased 22.5% from prior
year. The restructuring charges were comprised of:

-- a $1.5 million charge related to the previously announced
   planned closure of the Salem, OH manufacturing plant. Over the
   next three quarters, the Company expects to incur approximately
   $5.3 million, or $0.04 per diluted share, in additional charges
   related to this planned closure, which is scheduled to be
   completed by the end of fiscal 2004.

-- $0.9 million in severance related to the new shared services
   center in Dallas, TX; and

-- $0.3 million in severance related to the relocation and
   consolidation of the Jacuzzi headquarters in Walnut Creek, CA
   to West Palm Beach, FL.

In addition, each of the Company's three businesses reported
increased operating income in the first quarter of fiscal 2004
versus the comparable prior year period.

Interest expense of $13.0 million for the first quarter of fiscal
2004 was down $5.4 million from the fiscal 2003 first quarter. The
lower interest expense reflects the reduction in debt resulting
from our restructuring and refinancing in fiscal 2003. Net debt
(notes payable and current and long term debt, less cash, cash
equivalents and restricted cash collateral accounts) as of
December 31, 2003 of $464.0 million was down $55.1 million from
December 31, 2002.

The Company recorded a provision for income taxes of $2.5 million
in the first quarter of fiscal 2004 versus an income tax benefit
of $13.2 million in the first quarter of fiscal 2003. Fiscal 2003
first quarter tax benefit included a $13.6 million benefit which
was the result of an audit settlement with the IRS.

Net Income for the first quarter of fiscal 2004 was $3.4 million
or $0.04 per diluted share compared to $13.5 million or $0.18 per
diluted share in the same period of fiscal 2003. Results for the
first quarter of fiscal 2004 also included a loss from
discontinued operations of $0.6 million, or $0.01 per diluted
share, versus a loss from discontinued operations of $0.8 million,
or $0.01 per diluted share, in the same period last year.

Higher Bath Products sales reflected the impact of the rollout of
the JACUZZI(R) whirlpool bath product line at the Lowe's Home
Improvement Warehouse home centers, higher U.K bath sales, and
increased sales of Sundance(R) and JACUZZI outdoor spas.
Additionally, favorable currency exchange rates contributed $9.4
million to the total increase in Bath Products sales.

Operating income improved as a result of higher sales, cost
reductions related to completion of several sourcing initiatives
and improved productivity, most notably in the new whirlpool bath
manufacturing facility in Chino, CA, partially offset by the
aforementioned $2.4 million in restructuring charges and $1.9
million in charges in connection with the bankruptcy of a
distributor and staffing reductions in South America. Fluctuations
in foreign currency exchange rates positively impacted operating
income in the first quarter of fiscal 2004 by $1.1 million.

The Plumbing Products business reported higher sales despite
continued softness in the U.S. commercial and institutional
markets. Higher sales were due primarily to increased market
share, particularly in the commercial brass and WILKINS(TM)
product lines. The Company believes that it is realizing the
benefits of programs designed to increase market share and a
growing reputation for dependable, same-day delivery.

Increased operating income resulted from higher sales, partially
offset by small increases in overhead related to employee benefits
and fortifying this segment's marketing infrastructure.

Rexair's sales were lower primarily due to a decline in domestic
sales. During the first quarter of fiscal 2004, distributors
adjusted their inventories in anticipation of the new e2(TM)
RAINBOW(R) vacuum cleaner system. The rollout is expected to be
completed in the second quarter of fiscal 2004. Sales are expected
to return to normal levels in the second quarter of fiscal 2004 as
a result of the rollout.

Higher operating income resulted from improved overhead absorption
and a reduction in legal expenses, partially offset by the impact
of lower sales. Operating income in the fiscal 2003 first quarter
reflects $0.7 million in additional overhead absorption costs
related to an inventory reduction program.

                       CORPORATE EXPENSES

Corporate expenses for the first quarter of 2004 increased to $4.5
million from $1.1 million in the same period last year. Corporate
expenses in the first quarter of 2003 were positively impacted by
a change in estimate of $0.8 million associated with our executive
incentive programs. The increase in corporate expense includes an
increase in consulting fees, a reduction in pension income due to
a lower discount rate, costs associated with Sarbanes-Oxley
compliance, as well as reflecting the new operating company
organization.

                      COMMENT AND OUTLOOK

David H. Clarke, Chairman and Chief Executive Officer of Jacuzzi
Brands, Inc., stated, "The first quarter of our fiscal 2004
reflects the long-term operating benefits that are beginning to be
seen from our restructuring and reorganization efforts. Our
primary focus continues to be to increase revenue and market
share, expand margins, de-lever the balance sheet and improve our
bottom line results."

Mr. Clarke concluded, "Excluding restructuring charges, we remain
comfortable with achieving our previous guidance of $0.50 per
share earnings for fiscal 2004."

Jacuzzi Brands, Inc. is a global manufacturer and distributor of
branded bath and plumbing products for the residential, commercial
and institutional markets. These include whirlpool baths, spas,
showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing
products. We also manufacture premium vacuum cleaner systems. Our
products are marketed under our portfolio of brand names,
including JACUZZI(R), SUNDANCE(R), ELJER(R), ZURN(R), SANITAN(R),
ASTRACAST(R) and RAINBOW(R). Learn more at
http://www.jacuzzibrands.com/   

As previously reported in Troubled Company Reporter, Fitch Ratings
withdrew its 'B' rating on Jacuzzi Brands, Inc.'s $133 million
11.25% senior secured notes due 2005, $70 million 7.25% senior
secured notes due 2006, and $377 million senior secured bank
facilities due 2004. These issues have been fully repaid with
proceeds from Jacuzzi Brands' new debt financing completed on July
15, 2003.

Fitch rates Jacuzzi Brands' new debt as follows:

     -- $200 million asset based bank credit facility
        maturing in 2008 'BB';

     -- $65 million term loan due 2008 'BB-';

     -- $380 million 9.625% senior secured notes due 2010 'B';

Rating outlook is Stable.


JP MORGAN: Fitch Affirms Low-B/Junk Ratings on Three Note Classes
-----------------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates, series 2000-FL1 are upgraded by Fitch
Ratings as follows:

        -- $19.6 million class C to 'AA+' from 'AA';
        -- $18.8 million class D to 'A-' from 'BBB+'.

The following certificates are affirmed by Fitch:

        -- $27.3 million class A 'AAA';
        -- Interest-only class X2 'AAA';
        -- $17.4 million class B 'AAA';
        -- $5.8 million class E 'BBB';
        -- $7.2 million class F 'BBB-';
        -- $10.9 million class G 'BB';
        -- $11.6 million class H 'CCC';
        -- $4.4 million class J 'CC'.

The $2.0 million class NR certificates are not rated by Fitch.

The upgrades to the senior classes are primarily the result of
increased subordination levels due to loan amortization and
payoffs, as well as the deal conversion to sequential pay in June
2003.

As of the January 2004 distribution date, the pool's aggregate
principal balance has been reduced by approximately 80% to $124.9
million, from $622.2 million at issuance. The certificates are
currently collateralized by 8 floating-rate mortgage loans,
consisting primarily of retail (61% by balance), office (31%),
hotels (5.0%), and healthcare (2.8%) properties.

Three loans (27%) are currently being specially serviced including
a real estate owned loan (1.4%). Losses are expected on all three
of them. The largest specially serviced loan (19.9%) is secured by
a retail center in Frederick, Maryland. A new anchor tenant opened
in 2003, increasing occupancy at the center to 80%. The loan has
matured and the special servicer is evaluating options, including
a note sale and deed in lieu. The second largest specially
serviced loan (5.4%) is secured by retail property in Dallas,
Texas. Comp USA, whose lease expires March 2008, vacated. The
building is dark and the special servicer is evaluating options.
The REO is secured by a retail center in Yeadon, Maryland, which
is currently 92% occupied. The special servicer is trying to
increase occupancy before marketing the property for sale.

Two loans (21%) are past maturity with the remaining loans
maturing in 2004. The deal is concentrated with the largest loan
representing 28% of the pool and the top three loans representing
74% of the pool. The largest loan, currently on the master
servicer's watchlist due to upcoming maturity in April 2004, is
secured by a retail center in Bradley, IL. The property's YE 2002
net cash flow declined 14% from issuance. ORIX is working on
extending the maturity date to 2005.

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


KM LOGISTICS: CEO William Findley III Sentenced for Fraud Scheme
----------------------------------------------------------------
The CEO of a Randolph, Mass., company was sentenced Tuesday in
federal court for mail fraud, wire fraud, and bankruptcy fraud.

United States Attorney Michael J. Sullivan and Kenneth W. Kaiser,
Special Agent in Charge of the Federal Bureau of Investigation in
New England, announced that WILLIAM J. FINDLEY, III, age 57, of 5
Stuart Road, Rochester, Massachusetts, was sentenced by Senior
U.S. District Judge Morris E. Lasker to 57 months' imprisonment,
restitution in the amount of $1,932,021, a $10,000 fine, and a
$1400 special assessment. In addition, Judge Lasker ordered the
immediate liquidation of FINDLEY's truck and Harley-Davidson
motorcycle as partial payment of the restitution obligation.
FINDLEY pleaded guilty on September 3, 2003 to an information
charging him with stealing money from the escrow account of KM
Logistics, Inc. which held customer funds.

At the earlier plea hearing, the prosecutor told the Court that,
had the case proceeded to trial, the evidence would have proven
that FINDLEY was the Chief Executive Officer, Treasurer, Chief
Financial Officer, and sole stockholder of KM Logistics, Inc.,
located at 83 York Avenue in Randolph, Massachusetts. From at
least May, 1997 through November, 2001, FINDLEY, embezzled more
than $1.6 million in customer funds that KM Logistics was supposed
to use for shipping costs on behalf of its customers. KM Logistics
was in the freight forwarding business. Thus, on behalf of its
customers, KM Logistics negotiated contracts with freight
carriers, selected the proper and most cost effective type of
transportation, and paid customers' freight bills to the carriers.
KM Logistics was entrusted with customer funds which it was
obligated to use to pay for shipping costs on behalf of those
customers. Instead of using customer funds for the agreed upon
purpose, FINDLEY wrote numerous checks and instructed the wire
transfer of funds out of the escrow account. The stolen funds were
principally used by FINDLEY for stock day trading. FINDLEY's theft
from the KM Logistics customer escrow account drove the business
into bankruptcy.

The prosecutor also told the Court that FINDLEY appeared at a
bankruptcy proceeding and testified falsely under oath regarding
whether he had taken funds from the KM Logistics escrow account
for personal use.

The case was investigated by Special Agents of the Federal Bureau
of Investigation. It was prosecuted by Assistant U.S. Attorney
Diane C. Freniere in Sullivan's Economic Crimes Unit.


LIN TV CORP: Fourth-Quarter 2003 Results Sink into Red Ink
----------------------------------------------------------
LIN TV Corp. (NYSE: TVL), the parent of LIN Television
Corporation, reported financial results for the fourth quarter and
fiscal year ended December 31, 2003. The reported results reflect
the impact of the acquisition of Sunrise Television Corp. on
May 2, 2002.

                        Reported Results

LIN TV's net loss for the fourth quarter of 2003 was $44.2
million, or $0.88 per share, compared to net income of $12.7
million, or $0.25 per share, during the fourth quarter of 2002.
Fourth quarter 2003 net revenues were $97.4 million, a decrease of
8.2% from net revenues of $106.1 million in the fourth quarter of
2002. In accordance with Statement of Financial Accounting
Standards No. 142 (SFAS 142), the Company discontinued the
amortization of goodwill and broadcast licenses on January 1,
2002, and is now required to review goodwill and broadcast license
valuations at least annually. In the fourth quarter of 2003, LIN
recorded a $51.7 million pre-tax impairment in the carrying value
of its broadcast licenses, which is reflected as an operating
expense. The decline in market revenue, resulting from the
challenging market conditions in 2003 caused by the war and soft
advertising environment, contributed to the impairment.

The Company reported an operating loss of $26.7 million in the
fourth quarter of 2003, due in large part to the $51.7 million
impairment recorded in the quarter compared to $36.8 million of
operating income in the fourth quarter of 2002. Direct operating
expenses, which exclude depreciation and amortization, decreased
1.9% in the fourth quarter while selling, general and
administrative expenses increased 3.4%. Corporate expenses
declined 15.8% to $4.3 million due to the absence of transaction-
related expenses that were incurred in the 2002 fourth quarter.
Depreciation and amortization of intangible assets increased 4.2%
to $8.8 million due to additional capital expenditures in 2003 and
new equipment that went into operation during the year.

Fourth-quarter broadcast cash flow (operating income plus
corporate expenses plus depreciation and amortization of program
rights plus other non-cash items minus cash program payments) was
$40.6 million for the fourth quarter of 2003 down from $50.6
million in the comparable 2002 period. Cash corporate expenses for
the fourth quarter of 2003 were $4.0 million compared to $4.6
million in the fourth quarter of 2002. The Company received $2.7
million of cash distributions from equity investments in the
fourth quarter of 2003 compared to $5.4 million in the fourth
quarter of 2002. Interest expense for the fourth quarter of 2003
was $12.3 million of which $10.1 million was paid in cash.

The Company's net loss for fiscal year 2003 was $90.4 million, or
a net loss of $1.81 per share, compared to a net loss in 2002 of
$47.2 million, or a loss of $1.13 per share. Net revenues for the
year were $349.5 million compared to $349.6 million in 2002. The
parity in net revenue is due largely to the May 2002 acquisition
of the Sunrise television stations. Operating income for 2003 was
$30.6 million, compared to $109.7 million of operating income in
2002 with $51.7 million of the decline due to the impairment
charge in 2003. Broadcast cash flow in 2003 was $133.8 million, a
10.8% decrease from $150.0 million in 2002. Corporate overhead
paid in cash for 2003 was $15.3 million compared to $12.4 million
in 2002. The company received $7.5 million of cash distributions
from equity investments in 2003 compared to $6.4 million received
in 2002.

Interest expense in 2003 declined 36.8% to $60.5 million from
$95.8 million in 2002 due to the company's refinancing activity
during the year. The refinancing also contributed to a $53.6
million charge due to the early extinguishment of debt. Capital
expenditures were $13.4 million in the fourth quarter of 2003
compared to $13.2 million for the fourth quarter of 2002 and a
total of $28.4 million for the full year 2003 compared to $39.3
million for 2002.

Broadcast cash flow is a non-GAAP financial measure. LIN TV
believes that the presentation of this non-GAAP measure is helpful
to investors because it is used by lenders to measure the
company's ability to service debt and by industry analysts to
determine the market value of stations and their operating
performance. Management used the measure, among other things, in
evaluating the operating performance of the LIN stations and as a
component of incentive bonus payments to key personnel. A
reconciliation of GAAP results to broadcast cash flow is included
in the attached exhibits.

                        Adjusted Results

LIN TV also reported adjusted results to reflect the acquisition
or disposition of certain of the Sunrise television stations as if
they had occurred on January 1, 2002. In addition, the adjusted
presentation excludes operating results of the Sunrise North
Dakota stations, which were sold in August 2002, and the operating
results of KRBC-TV and KACB-TV in Abilene and San Angelo, Texas,
which were sold on June 13, 2003. These results are non-GAAP
financial measures and management believes they are useful to
investors as they reflect the operating results of the stations
currently owned by the Company and also provide an additional
basis from which investors can establish forecasts and valuations
for the Company's business.

Net revenue for 2003 was $349.5 million, a 4.7% decline from
adjusted net revenue of $366.6 million in 2002 and operating
income for 2003 was $30.6 million compared to $112.7 million of
adjusted operating income in 2002. Broadcast cash flow for 2003
was $133.8 million compared to adjusted broadcast cash flow of
$154.8 million in 2002. The company recorded approximately $3.8
million of net political revenue in 2003 compared to approximately
$22.2 million in adjusted net political revenue in 2002. Fourth-
quarter and fiscal year results of 2003 were not affected by the
adjustments.

                          CEO Comment

Gary R. Chapman, LIN TV's Chairman, President and Chief Executive
Officer, said: "LIN TV's results throughout the difficult
advertising market in 2003 reflect the fundamental strength of our
stations. We are encouraged by our results towards the end of 2003
and in early 2004. Advertising time sales improved in December and
each of the months in this year's first quarter. Political
activity is beginning and is expected to increase throughout the
year, and our NBC stations have already sold more than 50% of
their advertising time for the Olympics. These events, combined
with the continued strong management of our stations, should have
a positive impact on our 2004 results."

                         Balance Sheet

Total debt outstanding on December 31, 2003 was $700.4 million and
cash balances were $9.5 million at year-end. Net consolidated
leverage as defined in the Company's senior credit facility (total
debt minus cash and cash equivalents divided by $127.5 million,
representing trailing four quarters of broadcast cash flow less
corporate overhead and including joint venture distributions) at
the end of the quarter was 5.4X on an adjusted basis, compared to
a permitted leverage covenant of 6.25X.

LIN TV had 50.2 million common shares outstanding on December 31,
2003. Weighted average shares outstanding were 50.1 million for
the quarter and 50.0 million for the full year 2003.

                          Guidance

LIN TV believes that, based on current pacings for the first
quarter of 2004, net revenue for the first quarter of 2004 will
increase in the mid-single digits and operating income should
increase in the high-single to low-double digits compared to the
first quarter operating income of $11.8 million in 2003.

The Company estimates the following expense ranges for the full
year 2004:
             
                                          (In Millions)

Direct operating and SG&A expenses  approximately $196 - 198
Program amortization                approximately  $21 - $22
Cash payments for programming       approximately  $24 - $25
Depreciation and amortization       approximately  $32 - $33
Interest expense                    approximately  $38 - $40
Corporate overhead                  approximately  $15 - $16
Network compensation                approximately  $10 - $11
Capital expenditures                approximately  $28 - $30
Cash taxes                          approximately   $9 - $10

                      Recent Developments

On January 8, 2004, LIN TV signed an asset purchase agreement for
the sale of WEYI-TV, the NBC affiliate serving Flint, Michigan,
for $24 million in cash. The transaction is subject to government
approval and is expected to be completed by the middle of 2004. As
such, the operating results for WEYI will be treated as
discontinued operations in 2004. The proceeds of this transaction
will be applied to reduce debt outstanding. Anticipating these
sale proceeds, LIN TV utilized available funds under its revolving
credit facility to purchase approximately $29.5 million of its 8%
senior unsecured bonds in negotiated transactions with an
institutional investor. With these adjustments, the Company's
weighted average cost of debt is reduced to approximately 5.5%.

The Company acquired WIRS-TV, channel 42 in Yauco, Puerto Rico,
for $4.5 million on January 15, 2004. WIRS will become part of the
WJPX network to provide over the air reception for WJPX in an
under-served region of the island. In addition, on January 30,
2004, the Company agreed to purchase WTIN-TV, channel 14 in Ponce,
Puerto Rico, for $5 million. WTIN is currently a satellite station
for WAPA to boost over-the-air reception for the WAPA network in
Ponce. The WTIN acquisition is subject to FCC approval.

Mr. Chapman has terminated his previously disclosed 10b5-1 plan,
which had been scheduled to expire on June 1, 2004. This plan
contemplated the sale of 26,494 shares of common stock that Mr.
Chapman will receive in the first half of 2004 upon the required
exercise of "phantom units" issued to him in 1998. Mr. Chapman
instead intends to pay taxes associated with the transaction out
of personal funds and retain ownership of such shares.

LIN TV Corp. is an owner and operator of network-affiliated
television stations in mid-sized markets. Headquartered in
Providence, Rhode Island, the Company operates 23 television
stations in 13 markets, two of which are LMAs.

LIN TV also owns approximately 20% of KXAS-TV in Dallas, Texas and
KNSD-TV in San Diego, California through a joint venture with NBC,
and a 50% non-voting investment in Banks Broadcasting, Inc., which
owns KWCV-TV in Wichita, Kansas and KNIN-TV in Boise, Idaho.
Finally, LIN is a 1/3 owner of WAND-TV, the ABC affiliate in
Decatur, Illinois, which it manages pursuant to a management
services agreement.

Financial information and overviews of LIN TV's stations are
available on the Company's Web site at http://www.lintv.com/  

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to LIN Television
Corporation's new $200 million senior subordinated note issue due
2013.

In addition, Standard & Poor's assigned its 'B' rating to the
company's new $100 million exchangeable senior subordinated note
issue due 2033. Proceeds are expected to be used to refinance
existing debt. At the same time, Standard & Poor's affirmed its
'BB-' corporate credit rating on LIN Television, an operating
subsidiary of LIN Holdings Corp. The outlook is stable. The
Providence, R.I.-based television owner and operator had
approximately $754.0 million of debt outstanding on March 31,
2003.


LTV: Court Approves Settlement of USWA Employment-Related Claims
----------------------------------------------------------------
LTV Steel Company, Inc., and the United Steelworkers of America
AFL-CIO-CLC, on behalf of its members and represented employees
and former employees of LTV Steel, signed various collective
bargaining agreements establishing the terms and conditions of
employment for certain employees of LTV Steel's facilities.  By a
separate letter agreement dated July 30, 1999, between The LTV
Corporation and the USWA, LTV Corp. acknowledged its "obligation
for the financial responsibilities created" by certain of the
Collective Bargaining Agreements.

The USWA filed three Administrative Claims asserting claims based
on the Collective Bargaining Agreements, the Modified Collective
Bargaining Agreements and the Worker Adjustment and Retraining
Notification Act.  The Debtors dispute the Claims.

The USWA is among the parties which appealed the Court's
Memorandum Opinion and Order Regarding Notice of Allocation and
Amended Notice of Allocation of Net Proceeds of the Integrated
Steel Sale.  The appeal currently is pending before the U.S.
District Court for the Northern District of Ohio.

Bank One Trust Company, N.A. is the trustee pursuant to a
Collateral Trust Agreement dated May 25, 1993 with the USWA and
the Debtors.  The Collateral Trustee, likewise, appealed the
Court's Allocation Order.

Rather than continue the fight, the LTV Debtors and the USWA agree
to resolve the USWA Allocation Appeal, and any and all claims of
any nature or kind whatsoever by the USWA against LTV Corp., LTV
Steel and LTV Steel's subsidiaries.

In a Court-approved stipulation, the parties agree that:

       (1) In connection with the settlement between the LTV
           Parties and the USWA, the USWA "has made and will
           continue to make strong efforts to encourage the
           Collateral Trustee and LTV Parties to settle and
           dismiss with prejudice the Trustee Allocation
           Appeal";

       (2) The USWA's Claim No. 989 will be allowed as an
           administrative expense claim for $15,000,000 against
           the estate of LTV Steel in full satisfaction of that
           claim;

       (3) $20,000,000 will be reserved on account of the
           Settlement Claim in the Non-Winddown Account;

       (4) The USWA directs LTV Steel or its agents to make all
           payments on account of the Settlement Claim pro rata
           to certain former LTV Steel employees, such that each
           Employee receives an equal gross amount of any
           Distributions on account of the Settlement Claim in
           LTV Steel's bankruptcy case.  The list of Employees
           was developed jointly by the USWA and LTV based
           on the LTV employee lists.  The list consists of all
           former hourly LTV Steel employees who were actively
           employed and working at certain of LTV Steel's
           facilities on November 20, 2001.  The list excludes
           those employees on layoff from the Cleveland West
           operation -- on behalf of whom WARN notice was given
           at an earlier time -- and all other employees on
           layoff on or before November 20, 2001;

       (5) The Settlement Claim will be paid or otherwise
           satisfied in accordance with the treatment of
           administrative claims in the LTV Steel's Chapter 11
           case;

       (6) Consistent with any distribution plan approved by the
           Court, LTV Steel or its distribution agent will send
           each Employee one or more checks for his or her
           portion of any distribution on account of the
           Settlement Claim, less any applicable statutory
           deductions and Taxes;

       (7) Any returned or otherwise unclaimed Payments, net of
           any paid taxes, will be redistributed:

              (a) one time -- to be agreed upon by LTV Steel and
                  the USWA but in no event later than six months
                  after the initial distribution to the
                  Employees and with a record date no less than
                  one week in advance -- on an equal pro rata
                  basis to each of the other Employees to whom
                  distributions are deliverable; and

              (b) thereafter consistent with the treatment of
                  other undeliverable or unclaimed distributions
                  under any distribution plan approved by the
                  Court in the LTV Steel bankruptcy case.  As of
                  the record date for the Employee
                  Redistribution, Employees whose Payments are
                  returned or otherwise unclaimed are forever
                  barred from seeking any distribution on
                  account of the Settlement Claim from the
                  Debtors, the USWA, the other Employees or any
                  of their properties.  The Employees' rights
                  to a Payment will be extinguished;

       (8) Claim No. 2610 and Claim No. 3009 against LTV Corp.
           will be deemed withdrawn with prejudice.  The USWA
           agrees and acknowledges that LTV Corp. has no
           liability for those claims;

       (9) The USWA will withdraw its Allocation Appeal, with
           prejudice;

      (10) Consistent with any distribution plan approved by the
           Court, LTV Steel is authorized to pay 100% of the
           employer's portion of any applicable employment
           taxes; and

      (11) The parties exchange mutual releases.

                           JPMorgan Responds

J.P. Morgan Trust Company is a successor-in-interest to Bank One
Ohio Trust Company NA, as Collateral Trustee.  However, JPMorgan
is not a party to the Stipulation and was neither consulted nor
made aware of its terms until after it was submitted to and
approved by the Court.

According to Robert M. Stefancin, Esq., at Schottenstein Zox &
Dunn Co., LPA, in Cleveland, Ohio, the Debtors have made it clear
to JPMorgan that they intend to argue that the Collateral
Trustee's claims were settled or released by operation of the USWA
Stipulation and Order.  Consequently, JPMorgan clarifies that "the
Collateral Trustee's claims are not resolved or released by virtue
of the USWA Stipulation and Order.  The Collateral Trustee is not
bound, and its claims are not affected, by the USWA Stipulation
and Order."

Mr. Stefancin says that the Debtors' counsel spent a lot of time
persuading JPMorgan not to object to the Debtors' Distribution and
Dismissal Motion -- which "would have been wholly unnecessary and
a wholly disingenuous act on the part of the Debtors had the
Collateral Trustee's claims been resolved or released by virtue of
the USWA Stipulation and Order."

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)


M-WAVE INC: Initiates Major Balance Sheet Restructuring
-------------------------------------------------------
M-Wave, Inc. (Nasdaq: MWAV) announced a major restructuring of its
balance sheet and its operating model that includes the sale of
its West Chicago plant and equipment to firms associated with the
signing of a Strategic Operating Alliance agreement with Franklin
Park, IL based American Standard Circuits, Inc.

In connection with the asset sales and signing of the SOA
agreement, M-Wave also announced retirement of its $2.422M debt to
Bank One, NA that included releases of liens on the collateral
securing the note. It further indicated that delinquent balances
to trade creditors would be reduced in line with its previously
negotiated terms.

M-Wave, Inc., through its wholly owned manufacturing subsidiary,
Poly Circuits, Inc., historically has been a value-added, domestic
producer and international service provider of high performance
printed circuit boards used in a variety of digital and high
frequency communications applications.

M-Wave's restructuring began in May 2003, necessitated by a
continued and unprecedented fall of the telecom sector, with the
resultant 70% loss of its sales. It was determined that the
company could not absorb its direct and administrative costs based
on then current and projected business levels, nor could it
efficiently manufacture digital and RF PCB's. "M-Wave would never
have achieved profitability or positive cash flow with its level
of sales given its debt, operating inefficiencies and
administrative cost structure. Its skill-sets were not strong in
digital manufacturing and the fact was that direct manufacturing
had to be immediately overhauled," stated Jim Mayer, Managing
Member of Credit Support International, M-Wave's Chief
Restructuring Advisor.

The heart of M-Wave's business model is not to be a low-cost
domestic manufacturer, but to operate a low-cost, high performance
supply chain "pipeline" that offers middle market customers a
"cradle-to-grave" approach to digital and RF PCB procurement,
beginning with the birth of a product that requires domestic
quick-turn, proto-types, pilot production runs, and that evolves
into mass production in Asia. The company had, from its Singapore
office, achieved working partnerships with more than 20 Asian
manufacturers where M-Wave extended its procurement and supply-
chain services for its middle-market customers, a process referred
to as "Virtual Manufacturing". "In the U.S., M-Wave's challenge
was to do the same thing, but dissimilarly, to remain hands-on
with the manufacturing process without absorbing the risks or the
direct costs -- not an easy task from any perspective," stated
Mayer.

In response to the challenge, M-Wave management and advisors
developed the Strategic Operating Alliance concept under which the
company, after significant due diligence and investigation of
several local PCB producers, has teamed with a "best-in-class"
local manufacturer: American Standard Circuits, Inc. of Franklin
Park, IL -- http://www.asc-i.com/  

Under the SOA agreement, within the West Chicago facility,
production will transition from M-Wave to ASC, in a blending of a
traditional outsourcing and a joint venture in one vehicle.

"The SOA agreement enables ASC to immediately take over
manufacturing at the company's facility, and, simultaneously
acquire certain assets, allowing us to free up cash, reduce debt,
while assuming joint tenancy in West Chicago with ASC, in a
seamless transition that expands the company's Far East VM model
to a domestic strategy as well," stated Joe Turek, M-Wave's CEO.

"I am very gratified to partner with M-Wave, and I think we will
bring greater strength and sales to our respective firms in the
future," stated Gordhan Patel, ASC's chief executive. Bob Duke,
Director of Sales, in-turn remarked, "In our pre-SOA testing, ASC
more than satisfied our expectations for turnaround time and
quality production, and has put us in a good position to exploit
future sales."

    Further Highlights of Realignment, Restructuring and SOA

     (a) Under the SOA, ASC will provide the domestic
         manufacturing required by M-Wave's customers and be paid
         for finish product as a supplier to the company. M-Wave
         will maintain the sales, support, manufacturing
         oversight, and logistics for its customers.  The term of
         the SOA agreement is initially two years.

         Under the SOA, M-Wave issued 5-year warrants to Mr. Patel
         for the purchase of 500,000 shares of its common stock at
         $1.35 per share, which vest on the first anniversary of
         the SOA agreement or upon an earlier sale of M-Wave, and
         was granted by ASC the right to receive 8% of the gain
         over book value arising from a sale of ASC occurring
         on or after the first anniversary of the SOA agreement.

     (b) M-Wave sold its West Chicago plant to an affiliate of ASC
         for a cash price of approximately $2,000,000.  ASC has
         leased the manufacturing portion of that plant from the
         new owner to enable it to manufacture as required under
         the SOA.

     (c) M-Wave has leased a portion of the West Chicago facility
         to maintain its offices from which it will operate its
         domestic and international VM, supply chain management,
         and consulting businesses in close proximity to the
         domestic manufacturing being performed for its
         customers by ASC.

     (d) M-Wave sold the major portion of its manufacturing
         equipment at the West Chicago facility to a newly formed
         limited liability company for a cash price of $800,000
         and a 20% preferred and secured interest in that entity.  
         ASC is the other member of the LLC and has leased the use
         of the equipment from it.  M-Wave's preferred interest
         enables it to receive, in any liquidation, the cash
         proceeds of the present value of the equipment in excess
         of the $800,000 already received (approximately $775,000)
         before ASC receives any distribution, and distributions
         are thereafter made 80% to ASC and 20% to M-Wave.

Continuing with its restructuring strategy, M-Wave confirms its
intention to sell its prior plant and improvements located in
Bensenville, Illinois as soon as practicable. The proceeds of any
such sale will be applied, together with other cash on hand or
available from working capital financing, to satisfy outstanding
delinquent obligations to third-party vendors and for operating
needs as part of the company's restructuring.

The company expects to make further announcements as developments
occur.

Established in 1988 and headquartered in the Chicago suburb of
West Chicago, Illinois, M-Wave is a value-added service provider
of high performance circuit boards. The Company's products are
used in a variety of telecommunications and industrial electronics
applications. M-Wave services customers like Federal Signal on
digital products and Celestica - Nortel and Remec with its
patented bonding technology, Flexlink II(TM), and its supply chain
management services including Virtual Manufacturing and the
Virtual Agent Procurement Program whereby customers are
represented in Asia either on an exclusive or occasional basis in
sourcing and fulfilling high volume and technology circuit board
production in Asia through the Company's Singapore office. The
Company trades on the Nasdaq National market under the symbol
"MWAV." Visit the Company on its Web site at http://www.mwav.com/  

Established in 1991 by a European-American joint venture between
Groupe Warrant of Belgium and DiversiCorp, Inc. of Dallas, Texas,
CSI provided cross- border collateral control that linked lenders
to their assets located both inside the U.S. and Western Europe.
In 1998 CSI was split off from the two partner companies and
evolved into a specialized consulting firm devoted to transitional
and troubled middle market companies. Jim Mayer, its Managing
Member, has 18 years of experience including 12 years as CEO of
DiversiCorp, Inc. and has managed or directed more than 50
engagements with troubled companies and provided a variety of
services directly to clients including: due diligence, workout,
collateral control, corporate restructuring, bankruptcy support,
cross-border secured finance and interim management. Mayer has
served on several boards of directors including the Turnaround
Management Association.


MASSEY ENERGY: Commences Exchange Offer for 6.625% Senior Notes
---------------------------------------------------------------
Massey Energy Company (NYSE: MEE) commenced an exchange offer for
all of its outstanding 6.625% Senior Notes due 2010.  

Massey is offering to exchange up to $360,000,000 aggregate
principal amount of its 6.625% Senior Notes due 2010 which have
been registered under the Securities Act of 1933, as amended, for
a like principal amount of its original unregistered 6.625% Senior
Notes due 2010.  The terms of the exchange securities are
identical in all material respects to the terms of the original
securities for which they are being exchanged, except that the
registration rights and the transfer restrictions, applicable to
the original securities, are not applicable to the exchange
securities.

Massey will accept for exchange any and all original securities
validly tendered on or prior to 5 p.m., New York City time, on the
date the exchange offer expires, which will be March 15, 2004,
unless the exchange offer is extended by Massey.

The exchange offer is made only pursuant to Massey's prospectus,
dated February 10, 2004, which has been filed with the Securities
and Exchange Commission as part of Massey's Registration Statement
on form S-4.  The Registration Statement was declared effective by
the Securities and Exchange Commission on February 10, 2004.

Copies of the prospectus and transmittal materials governing the
exchange offer may be obtained from the Exchange Agent, The
Wilmington Trust Company, at the following address:

                    The Wilmington Trust Company
                        DC-1615 Agency Unit
                           P.O. Box 8861
                      Wilmington, DE 19899-8861
                     Attn:  Ms. Alisha Clendaniel
                        Fax:  (302) 636-4145

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


MATHISON INDUSTRIES: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Mathison Industries, Inc.
             330 Coney Island Drive
             Sparks, Nevada 89431

Bankruptcy Case No.: 04-50287

Debtors affiliate filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     AMPCO Dental Equipment, Inc.               04-50288
     Charles A. Lanning                         04-50289

Type of Business: The Debtor provides an economical package of
                  dental equipment in quality, construction,
                  hygiene or performance.

Chapter 11 Petition Date: February 9, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: 775-786-7600

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Mathison Industries, Inc.    $1 M to $10 M      $500,000 to $1 M
AMPCO Dental Equipment, Inc. $500,000 to $1 M   $500,000 to $1 M
Charles A. Lanning           $1 M to $10 M      $1 M to $10 M

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lanning, Charles A.           Accrued/unpaid wages      $277,000
P.O. Box 7197
Reno, NV 89510

Lanning, Charles              Money loaned              $233,611

Lanning, Charles              Money loaned              $193,800

Preston, Harry & Linda        Money loaned              $120,151

Truckee Meadows Business      Lease payments              $7,341
Park LLC

Dental Components, Inc.       Litigation                      $1


MIRANT CORP: MAGI Committee Wins Approval to Hire Houlihan Lokey
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Lynn overrules the U.S. Trustee's
objection.  The Court authorizes the MAGI Committee to retain
Houlihan Lokey effective as of July 25, 2003, provided however
that:

   (a) The Indemnification Provisions are not approved and will
       not be effective, since the Protected Persons Order is
       already in place;

   (b) The definition of Tail Period is revised to mean a
       two-month period or a later time as is found reasonable by
       the Court, following the termination of the Engagement
       Letter, in lieu of the nine-month period specified in
       the Engagement Letter; and

   (c) In the event the Engagement Letter is terminated by the
       MAGi Committee without cause and without the payment of
       a Transaction Fee pursuant to the Engagement Letter,
       Houlihan Lokey will have the right to seek additional
       compensation, in addition to its Monthly Fees, based on
       the time spent by Houlihan Lokey in its performance of
       services for the MAGi Committee and the reasonable value
       of those services.

The fees payable to Houlihan pursuant to the Engagement Letter
will be subject to review only pursuant to the standards set
forth in Section 328(a) of the Bankruptcy Code and not pursuant
to the standards set forth in Section 330.

                         *    *    *

As financial advisor, Houlihan will be:

   (a) evaluating the assets and liabilities of MAGi, its
       subsidiaries and the other Debtors;

   (b) analyzing and reviewing the financial and operating
       statements of MAGi and the other Debtors;

   (c) analyzing the business plans and forecasts of MAGi and
       the other Debtors;

   (d) evaluating all aspects of DIP financing, cash collateral
       usage and any exit financing in connection with any plan
       of reorganization and any budgets or forecasts relating
       thereto;

   (e) providing specific valuation or other financial analyses
       as the MAGi Committee may require under the
       circumstances;

   (f) assisting Cadwalader, Wickersham & Taft, LLP, MAGi
       Committee counsel, with the claim evaluation and
       resolution process, and distributions relating thereto;

   (g) assessing the financial issues and options concerning:

       (1) the sale of any assets of MAGi and the other Debtors,
           either in whole or in part; and

       (2) the Debtors' plan(s) of reorganization or any other
           plans of reorganization; and

       (3) assisting the MAGi Committee in negotiating the terms
           of any of the foregoing;

   (h) preparing analysis and explanation of the Plan to
       various MAGi Committee constituencies;

   (i) providing testimony in court on behalf of the MAGi
       Committee; and

   (j) providing litigation support to Cadwalader, Wickersham &
       Taft, LLP in any contested matter before the Court.

In consideration of the services, Houlihan will be compensated on
these terms:

   (i) Monthly Fee: A $175,000 advance monthly fee for the first
       24 months and $125,000 per month thereafter beginning
       from July 25, 2003.  The Monthly Fees will be considered
       fully earned when due and are non-refundable regardless
       of whether any Transaction is consummated;

  (ii) Transaction Fee: Upon the closing or the consummation of
       a Transaction, Houlihan will be entitled to an additional
       fee based on the aggregate gross consideration, as
       calculated pursuant to the Engagement Letter, received by
       the Debtors' unsecured creditors.  The Transaction Fee
       will be determined as:

       (a) for cumulative AGC up to $1,960,000,000, a $2,000,000
           flat base fee; and

       (b) for cumulative AGC above $1,960,000,000, a 0.50%
           incentive fee of the incremental AGC.

       The Transaction Fee will be payable upon the consummation
       of the Transaction either (a) during the term of the
       Engagement Letter; or (b) within two months of the
       effective date of termination of Houlihan's engagement and
       that MAGi will be entitled to a credit against any
       Transaction Fee payable under the engagement Letter in an
       amount equal to 50% of the all Monthly Fees paid after the
       12th month after July 25, 2003; and

(iii) Reimbursement of Expenses.  In addition to any other
       payments and regardless of whether any Transaction is
       consummated, Houlihan will be reimbursed for all
       reasonably incurred out-of-pocket expenses in connection
       with the rendering of services under the Engagement
       Letter.  The fees and expenses will include, but not
       limited to, travel expenses, communications charges,
       database charges, copying expenses and delivery and
       distribution charges. (Mirant Bankruptcy News, Issue No.
       22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MORGAN STANLEY: S&P Assigns Prelim. Ratings to Ser. 2004-HQ3 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust's $1.32 billion
commercial mortgage pass-through certificates series 2004-HQ3.

The preliminary ratings are based on information as of
Feb. 10, 2004. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
fiscal agent, the economics of the underlying loans, and the
geographic and property type diversity of the loans. Classes A-1,
A-2, A-3, A-4, B, C, D, E, F, and G are currently being offered
publicly. Standard & Poor's analysis determined that, on a
weighted average basis, the pool has a debt service coverage of
1.72x, a beginning loan-to-value of 87.5%, and an ending LTV of
77.6%.

                PRELIMINARY RATINGS ASSIGNED
        Morgan Stanley Capital I Trust
        Commercial mortgage pass-thru certs series 2004-HQ3
        Class           Ratings            Amount
        A1              AAA           113,860,000
        A2              AAA           319,750,000
        A3              AAA           145,475,000
        A4              AAA           547,150,000
        B               AA+            16,562,000
        C               AA             16,562,000
        D               AA-            13,250,000
        E               A+             19,875,000
        F               A              13,250,000
        G               A-             16,562,000
        H               BBB+           16,562,000
        J               BBB            11,594,000
        K               BBB-           23,187,000
        L               BB+             6,625,000
        M               BB              6,625,000
        N               BB-             6,625,000
        O               B+              4,968,000
        P               B               3,313,000
        Q               B-              3,312,000
        S               N.R.           19,875,421
        X1*             AAA         1,324,982,421
        X2*             AAA                     0
        
             * Interest-only class.
             N.R. -- Not rated.


MTS INC: Bankruptcy Court Approves First-Day Motions
----------------------------------------------------
MTS Incorporated (Tower), one of the largest specialty retailers
of music and video in the U.S. which owns and operates 93 Tower
Record stores, announced that the Bankruptcy Court has approved
the Company's requests to, among other things, pay pre-petition
obligations to all of its general unsecured creditors, such as
suppliers, service providers and landlords, in the ordinary course
of business.

In addition, the Court authorized immediate use of the Company's
$100 million interim (debtor-in-possession) financing and approved
use of the Company's existing cash management system and existing
bank accounts, allowing the Company to issue payments and honor
any outstanding checks.

A hearing to confirm the Company's pre-packaged plan has been set
for March 15, 2004, only 35 days after the commencement of the
Chapter 11 filing. The Company fully expects the confirmation
hearing will be the capstone of this very short process.

"We are extremely pleased by the actions the Court took
[Tues]day," stated Tower Chief Executive Officer E. Allen
Rodriguez.  "The Court's granting permission to pay pre-petition
unsecured creditor obligations in the ordinary course of business
will ensure that our debt restructuring will be seamless for our
vendors and our customers, who will receive the same excellent
service, quality and selection of merchandise that we have offered
in the past."

"That's why we are so confident that it will be business as usual
during our brief restructuring," Mr. Rodriguez added.  "We
recognize that having a confirmation hearing set so quickly and
being granted permission to pay all general unsecured creditors
pre-petition amounts in the ordinary course of business is rare.  
The authorization the Court granted us [Tues]day is representative
of how much we have already achieved in our restructuring
efforts.  Utilizing the Chapter 11 process really is the final
step to making a financially restructured Tower Records a realty,"
Mr. Rodriguez concluded.

The Company is represented by O'Melveny & Meyers LLP in its
bankruptcy case.

The Company filed its voluntary petitions for reorganization under
Chapter 11 on February 9, 2004 in the U. S. Bankruptcy Court for
the District of Delaware in Wilmington.


NATIONAL BENEVOLENT: Fitch Maintains DD Rating on Outstanding Debt
------------------------------------------------------------------
Fitch Ratings continues to monitor National Benevolent Association
and maintains the 'DD' rating on approximately $149 million in
outstanding fixed-rate debt. Entities rated in this category have
defaulted on some or all of their obligations and potential
recovery values are highly speculative and cannot be estimated
with any precision.

Fitch has reviewed NBA's interim fiscal 2003 financial disclosure
and continues to believe that filing for bankruptcy is a likely
option for the organization. Through the 12 months ended
Dec. 31, 2003 (unaudited), NBA reported a negative operating
margin for the fourth straight year. NBA's liquidity continues to
decline rapidly (unrestricted cash and marketable securities
declined another $11.1 million over the past six months to
approximately $69.2 million). Moreover, the fact that routine
capital expenditures have been significantly delayed for the
second straight year exacerbates this concern.

Absent substantial operational improvements or successful debt
restructuring, which Fitch believes neither will occur over the
near-term, bankruptcy appears to be a viable solution. Given the
current run rate, continued erosion of cash, and looming
acceleration and law suits by its creditors, Fitch believes it is
vital that NBA undergoes significant changes. Ongoing differences
with these creditors continue to negatively impact the marketing
and occupancy of NBA's facilities, which in turn continues to
adversely affect operating performance. Fitch will continue to
monitor NBA and will comment when material information is
released.

Headquartered in St. Louis, MO NBA provides services to the
elderly, children, and the developmentally disabled. The NBA was
created in 1887 and currently operates 94 facilities and programs.
The obligated group includes 22 operating facilities located in 13
states that care for approximately 9,000 individuals, accounting
for the vast majority of consolidated financial operations.

Outstanding Debt

-- $9,650,000 Jacksonville Health Facilities Authority industrial
   development revenue bonds (NBA--Cypress Village Florida
   Project), series 2000A;

-- $10,080,000 Colorado Health Facilities Authority revenue bonds
   (NBA--Village at Skyline Project), series 2000C;

-- $9,390,000 Colorado Health facilities Authority revenue bonds
   (NBA-Village at Skyline Project), series 1999A;

-- $3,980,000 Oklahoma County Industrial Authority Health Care
   revenue bonds (NBA - Oklahoma Christian Home Project), series
   1999;

-- $2,695,000 Health and Educational Facilities Authority of the
   State of Missouri Health Facilities Refunding and Improvement
   revenue bonds (NBA - Central Office Project), series 1999;

-- $15,145,000 Colorado Health Facilities Authority Health
   Facilities revenue bonds (NBA - Village at Skyline Project),
   series 1998B;

-- $10,715,000 Colorado Health Facilities Authority Health
   Facilities refunding revenue bonds (NBA - Multi-state Issue),
   series 1998A;

-- $5,935,000 Iowa Finance Authority Health Facilities revenue
   bonds (NBA - Ramsey Home Project), series 1997;

-- $2,235,000 Oklahoma County Industrial Authority Health Care
   refunding revenue bonds (NBA - Oklahoma Christian Home
   Project), series 1997;

-- $2,160,000 Health and Educational Facilities Authority of the
   State of Missouri Health Facilities revenue bonds (NBA -
   Woodhaven Learning Center Project), series 1996A;

-- $625,000 Colorado Health Facilities Authority Tax-Exempt Health
   Facilities revenue bonds (NBA - Colorado Christian Home
   Project), series 1996A;

-- $2,650,000 Illinois Development Finance Authority Health
   Facilities revenue bonds (NBA - Barton W. Stone Christian Home
   Project), series 1996; --$4,485,000 Colorado Health Facilities
   Authority Health Facilities Authority Tax-exempt Health
   Facilities revenue bonds (NBA - Village at Skyline Project),
   series 1995A;

-- $4,655,000 Jacksonville (FL) Health Facilities Authority
   Industrial Development revenue bonds (NBA - Cypress Village
   Florida Project), series 1994;

-- $3,645,000 Health and Educational Facilities Authority of the
   State of Missouri Health Facilities revenue bonds (NBA - Lenoir
   Retirement Community Project), series 1994;

-- $8,015,000 Jacksonville (FL) Health Facilities Authority
   Industrial Development revenue bonds (NBA - Cypress Village
   Florida Project), series 1993;

-- $23,950,000 Jacksonville (FL) Health Facilities Authority
   revenue refunding bonds (NBA - Cypress Village Florida
   Project), series 1992;

-- $22,590,000 City of Indianapolis, Indiana Economic Development
   refunding and improvement revenue bonds (NBA - Robin Run
   Village Project), series 1992;

-- $4,485,000 Industrial Development Authority of Cass County,
   Missouri industrial revenue refunding bonds (NBA - Foxwood
   Springs Living Center Project), series 1992;

-- $1,850,000 Bexar County (TX) Health Facilities Development
   Corp. tax-exempt health facilities revenue bonds (NBA - Patriot
   Heights Project), series 1992B.


NRG: Remaining Debtors' Exclusivity Hearing Continues on Feb. 25
----------------------------------------------------------------
The hearing on the Remaining NRG Energy Debtors' request is
adjourned until February 25, 2004.  Accordingly, U.S. Bankruptcy
Court Judge Beatty extends the Remaining Debtors' exclusive period
to file a plan or plans of reorganization until the conclusion of
that hearing.

                         *    *    *

Pursuant to Section 1121(d) of the Bankruptcy Code, Debtors:

     * LSP-Nelson Energy, LLC,
     * NRG Nelson Turbines LLC and
     * NRG McClain LLC

asked the Court to extend their exclusive period to file a plan of
reorganization through and including May 8, 2004 and their
exclusive period to solicit and obtain acceptances of that plan
through and including July 8, 2004. (NRG Energy Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OLD UGC: Wants Nod to Hire Cooley Godward as Bankruptcy Counsel
---------------------------------------------------------------
Old UGC, Inc., seeks permission from the U.S. Bankruptcy Court for
the Southern District of New York to hire and retain Cooley
Godward LLP as counsel.

Since the firm has been retained by the Debtor prior to this
Chapter 11 case, Cooley Goward has gained extensive familiarity
with the Debtor's business, affairs and capital structure.
Accordingly, Cooley has the necessary background to deal
effectively with the potential legal issues and problems that may
arise in the context of the Debtor's Chapter 11 case.

Cooley Goward will:

     a) take all necessary action to protect and preserve the
        estates of the Debtor, including the prosecution of
        actions on the Debtor's behalf, the defense of any
        actions commenced against the Debtor, the negotiation of
        disputes in which the Debtor is involved, and the
        preparation of objections to claims filed against the
        estate;

     b) prepare on behalf of the Debtor, as Debtor in
        Possession, all necessary motions, applications,
        answers, orders, reports, and papers in connection with
        the administration of the estate;

     c) prosecute, on behalf of the Debtor, a proposed plan or
        plans of reorganization and all related transactions and
        any revisions, amendments, etc., relating to same; and

     d) perform all other necessary legal services in connection
        with this Chapter 11 case.

The principal attorneys and paralegals presently designated to
represent the Debtor and their current standard hourly rates are:

     Robert L. Eisenbach III  partner          $495 per hour
     Francis R. Wheeler       partner          $525 per hour
     Amy Hallman Rice         special counsel  $395 per hour
     Marc H. Graboyes         associate        $395 per hour
     Sean K. Arend            associate        $340 per hour
     David A. Levine          associate        $290 per hour
     Kris Cachia              paralegal        $160 per hour
     Ankey To                 paralegal        $140 per hour

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


OMEGA HEALTHCARE: Closes $118MM 8.375% Series D Preferred Issue
---------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) closed the sale of
4,739,500 8.375% shares of Series D cumulative redeemable
preferred stock.

The preferred shares were issued at $25 per share and have been
approved for listing on the New York Stock Exchange under the
symbol "OHI PrD." The NYSE has indicated that the Series D
preferred shares are scheduled to commence trading on the NYSE at
the opening of the market on Thursday, February 12, 2004.

The Company used approximately $102.1 million of the net proceeds
from the offering to repurchase 700,000 shares of the Company's
Series C preferred shares from Explorer Holdings, L.P., the
Company's largest stockholder. In connection with the closing of
the repurchase, Explorer converted its remaining 348,420 Series C
preferred shares into approximately 5.6 million shares of the
Company's common stock. The Company expects to use the remaining
net proceeds for general corporate purposes which could include
repaying existing indebtedness, redeeming its 9.25% Series A
preferred shares or funding additional investments by the Company.

The Company is a Real Estate Investment Trust investing in and
providing financing to the long-term care industry. At
December 31, 2003, the Company owned or held mortgages on 211
skilled nursing and assisted living facilities with approximately
21,500 beds located in 28 states and operated by 39 third-party
healthcare operating companies.

Omega (S&P, B+ Corporate Credit Rating, Stable) is a Real Estate
Investment Trust investing in and providing financing to the long-
term care industry. At June 30, 2003, the Company owned or held
mortgages on 221 skilled nursing and assisted living facilities
with approximately 21,900 beds located in 28 states and operated
by 34 third-party healthcare operating companies.


OAKWOOD HOMES: S&P Drops Class B-1 Note Rating to Default Level
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
subordinate B-1 class of OMI Trust 2000-A and its rating on class
M-2 of OMI Trust 2001-C. In addition, the rating on class M-2 of
OMI Trust 2001-C remains on CreditWatch, where it was placed
Jan. 12, 2004.

The lowered ratings reflect the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investments. OMI Trust 2000-A reported an
outstanding liquidation loss interest shortfall for the B-1 class
on the December 2003 payment date. Standard & Poor's believes that
interest shortfalls for this deal will continue to be prevalent in
the future, given the adverse performance trends displayed by the
underlying pool of manufactured housing retail installment
contracts originated by Oakwood Homes Corp., and the location of
B-1 write-down interest at the bottom of the transaction payment
priorities (after distributions of senior principal).

High losses have reduced the overcollateralization for both
transactions to zero. OMI Trust 2000-A reported a complete
principal write-down of the B-2 class and the partial principal
write-down of the B-1 class. In addition, OMI Trust 2001-C has
reported a complete principal write-down of the B-1 and B-2
classes and a partial principal write-down of class M-2.

Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.
   
                         RATING LOWERED
   
                       OMI Trust 2000-A
   
                                  Rating
                      Class   To          From
                      B-1     D           CC
   
              RATINGS LOWERED; REMAIN ON CREDITWATCH
    
                       OMI Trust 2001-C
   
                                Rating
               Class   To                 From
               M-2     CC/Watch Neg       CCC+/Watch Neg


ON SEMICONDUCTOR: Partial Deleveraging Spurs S&P's Stable Outlook
-----------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on ON
Semiconductor Corp. to stable from negative. At the same time,
Standard & Poor's affirmed its 'B' corporate credit rating and its
other ratings on the Phoenix, Arizona-based supplier of commodity
semiconductors.

"The outlook revision recognizes partial deleveraging of the
balance sheet and improving business conditions," said Standard &
Poor's credit analyst Bruce Hyman. "While improving industry
conditions should contribute modestly to profitability, however,
the company's business and financial profile are not likely to
strengthen materially beyond current levels in the next few
years."

On Feb. 9, 2004, ON Semiconductor called for redemption of $175
million face amount of high-coupon debt, using proceeds from a
$238 million (gross) stock offering. Pro forma debt will be $1.25
billion, compared to $1.43 billion at Dec. 31, 2003, including
capitalized operating leases.

ON Semiconductor supplies standard logic and analog integrated
circuits and discrete semiconductors, holding about a 5% combined
share of those fragmented markets.

Cash balances -- $187 million at Dec. 31, 2003 -- are adequate for
intermediate-term operating requirements, as the company likely
will be approximately free-cash-flow neutral in the near term.


OVERHILL FARMS: December 28 Net Capital Deficit Widens to $2.4MM
----------------------------------------------------------------
Overhill Farms, Inc. (Amex: OFI) announced its first quarter
results for the period ended December 28, 2003.

Operating income for the current period increased $1,090,000 to
$1,517,000, as compared to $427,000 in the same period last year,
an increase of 255%, despite lower revenues.

Net revenue for the first quarter of fiscal 2004 decreased
$7,916,00 to $30,394,000 from $38,310,000 for the same period last
fiscal year. This decrease is largely attributable to the activity
in four accounts. Sales to Albertson's, which has been affected by
the Southern California grocers strike, decreased by over
$3,000,000, comparing the first quarter of fiscal 2004 to the
first quarter of fiscal 2003. Secondly, Overhill's decision to
limit its credit exposure with United Airlines, after that carrier
filed for bankruptcy protection, contributed to an overall
decrease of $1,600,000 million in airline sales for the first
quarter as compared to the same period in the prior year. First
quarter revenues from foodservice customers, which decreased by
$3,072,000 from the prior year, were affected primarily by two
customers, one of which the Company decided not to re-bid
aggressively based upon profitability objectives and another which
reduced the number of products offered to its customers.

Gross profit for the first quarter of fiscal 2004 increased
$288,000 to $4,596,000 from $4,308,000 for the first quarter of
fiscal 2003. The increase in gross profit, despite lower net
revenues was the result of several positive factors. Gross profit
margin as a percentage of net revenues increased from 11.2% to
15.1% due to (1) the realization of planned efficiencies in the
Company's new production facility; (2) management's efforts to
increase profitability on new accounts and its decision to forgo
business that did not meet profitability objectives; and (3)
decreasing intracompany product transfers and reduced costs
resulting from the full utilization of Overhill's new on-site cold
storage facility.

Selling, general and administrative expenses (SG&A) for the first
quarter of fiscal 2004 decreased $802,000 to $3,079,000 from
$3,881,000 for the first quarter of fiscal 2003. The decrease in
SG&A reflects the fact that there were no bad debt write-offs in
the three months ended December 28, 2003, as compared to a write-
off of $173,000 for United Airlines in the quarter ended
December 29, 2002 and a decrease in outbound freight costs of
$575,000 due to reduced sales volume and better management of
freight costs.

Other expenses for the first quarter of fiscal 2004, which
primarily consist of various financing-related charges, increased
$3,326,000 to $4,832,000 from $1,506,000 for the first quarter of
fiscal 2003. The increase includes a $2,778,000 charge,
substantially all noncash, for debt extinguishment expenses
related to the write-off of deferred financing costs and debt
issue costs in connection with the refinancing, at more favorable
interest rates, of substantially all indebtedness in October 2003.

The net result for the first quarter of fiscal 2004 was a loss of
$2,059,000 ($.14 per share) as compared to a loss of $646,000
($.06 per share) for the first quarter of fiscal 2003. As
indicated above, the net loss for the first quarter of fiscal 2004
includes significant amounts of nonrecurring, noncash charges
related to the refinancing in October 2003.

At December 28, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $2.4 million.

In discussing the first quarter results, James Rudis, Overhill
Farms' Chairman and Chief Executive Officer, said, "While we
realize that there is a lot more for us to accomplish, we are very
pleased with our overall first quarter results. We are finally
getting the efficiencies and savings we anticipated from our new
facility and a new lower-cost, long-term financing package is in
place." Rudis added, "Our focus now is on growing the top line and
increasing our market share in the foodservice and retail
channels. We are confident that we shall begin seeing near-term
benefits from our initiatives to increase revenues."

Overhill Farms is a value added supplier of high quality frozen
foods to foodservice, retail, airline and health care customers.


OWENS CORNING: Wins Nod to Buy and Resell Pitney Bowes Equipment
----------------------------------------------------------------
The Owens Corning Debtors sought and obtained the Court's
authority, pursuant to Sections 105(a), 363(b), 363(f) and 363(m)
of the Bankruptcy Code, to:

   (1) exercise a purchase option pursuant to the terms of a
       lease agreement with Pitney Bowes Credit Corporation; and

   (2) transfer certain equipment to Advanced Glassfiber Yarns
       LLC pursuant to the terms of an Equipment Sublease
       Agreement.

                 The Pitney Bowes Lease Agreement

Owens Corning lease equipment from Pitney Bowes pursuant to a
series of agreements with respect to a Master Equipment Lease
Agreement No. 0000197 dated December 31, 1997.

Owens Corning and Pitney Bowes are also parties to a stipulation
dated November 8, 2001, which resolved certain issues with
respect to the Pitney Bowes Agreements and ratified a standstill
agreement the parties executed.  The stipulation provides that:

   (1) Owens Corning has been making timely periodic payments
       to Pitney Bowes either as postpetition rent under the
       Pitney Bowes Agreements or to protect Pitney Bowes's
       interest in Owens Corning's interest in the Personal
       Property;

   (2) Owens Corning is entitled to the continued use and
       possession of the Personal Property; and

   (3) Pitney Bowes is standing still with respect to potential
       rights and remedies it may have had under the Bankruptcy
       Code.

With respect to the 1997 Agreement, the Stipulation provided that
on or before the last day of each month, commencing on
November 30, 2001, Owens Corning would pay to Pitney Bowes an
amount equal to one-third of the regular quarterly payment due
under the 1997 Agreement.  The Stipulation also provided for:

      (i) the month-to-month extension of one of the Pitney Bowes
          Agreements other than the 1997 Agreement; and

     (ii) the right of the parties, upon mutual consent, to seek
          Court approval of further or additional stipulations
          providing for similar month-to-month extensions of any
          Pitney Bowes Agreements, that by their terms expired
          during the term of the November 8 Stipulation.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that, through a series of Supplemental
Stipulations, Owens Corning and Pitney Bowes agreed to, among
other things, a month-to-month extension of Schedule 1 to the
1997 Agreement.  The latest Stipulation expired on January 31,
2004.

                       The Purchase Option

Section 13.B of Schedule 1 to the 1997 Agreement provides that,
at the end of the basic term or any renewal term, Owens Corning
has the right to purchase the 1997 Property at a pre-determined
calculated price.

Pursuant to the Stipulations, the parties acknowledged and agreed
that each automatic month-to-month extension of the term of the
1997 Agreement constituted a separate "renewal term" for purposes
of the purchase option provided for under Schedule 1 to the 1997
Agreement and that, notwithstanding anything to the contrary,
Owens Corning was entitled to exercise the Purchase Option at the
end of any month-to-month extension provided for therein.

Judge Fitzgerald authorizes Owens Corning to exercise the
Purchase Option, pursuant to these terms:

   (1) Owens Corning will pay to Pitney Bowes $1,714,161.
       This Purchase Amount is comprised of:

       (a) a $1,397,379 negotiated, discounted buy-out amount
           for the 1997 Property;

       (b) the reimbursement of property taxes attributable to
           the 1997 Property amounting to $305,160; and

       (c) the payment of prepetition arrears pursuant to the
           1997 Agreement amounting to $11,622;

   (2) Pitney Bowes will transfer title to the 1997 Property,
       free and clear of liens, to Owens Corning and will
       deliver to Owens Corning bills of sale with respect
       to the 1997 Property; and

   (3) With respect to the proof of claim previously filed by
       Pitney Bowes on April 15, 2002, Pitney Bowes, in respect
       of the 1997 Agreement, will be allowed a non-priority
       general unsecured claim for $206,635.  Pitney Bowes will
       file an appropriate amendment to its previously filed
       proof of claim to reflect the allowed claim.

Ms. Stickles qualifies that Owens Corning's exercise of the
Purchase Option and the payment of the Payment Amount will not be
construed as a characterization of the 1997 Agreement as a true
lease or disguised financing arrangement.

         The Sublease Agreement with Advanced Glassfiber

Advanced Glassfiber is a Delaware limited liability company,
which is engaged in the manufacture and sale of glass fiber yarns
and related specialty materials.  Jefferson Holdings, Inc., a
wholly owned subsidiary of Owens Corning, holds a 49% ownership
interest in Advanced Glassfiber.  Advanced Glassfiber Holdings,
Inc., an entity owned and controlled by Porcher Industries, owns
the remaining 51% of Advanced Glassfiber.

On September 30, 1998, Owens Corning and Advanced Glassfiber
entered into an Equipment Sublease Agreement pursuant to which
Owens Corning subleases to Advanced Glassfiber one piece of the
1997 Property -- a drying oven -- which is currently located at
Advanced Glassfiber's facility in Aiken, South Carolina.  The
Advanced Glassfiber Sublease was negotiated, proposed and entered
into by the parties in good faith, from arm's-length bargaining
positions and without collusion.

Through several letter agreements, from time to time, Owens
Corning and Advance Glassfiber agreed to extend, on a month-to-
month basis, the Advanced Glassfiber Sublease.  The Advanced
Glassfiber Sublease expired on January 31, 2004.

Pursuant to the Advanced Glassfiber Sublease and the Advanced
Glassfiber Agreements, Advanced Glassfiber is obligated to
continue to pay Owens Corning the monthly payment of $5,577, plus
interest accrued on the aggregate principal amount outstanding.  

             The Advanced Glassfiber Purchase Option

Section 13.B of Schedule 1 to the Advanced Glassfiber Sublease
provides that at the end of the basic term or any renewal term,
and provided that Owens Corning exercised its Purchase Option
under the 1997 Agreement, Advanced Glassfiber must purchase the
Sublease Property at the same price and on the same terms and
conditions as Owens Corning will have purchased the Sublease
Property from Pitney Bowes under the 1997 Agreement.

When Owens Corning exercises its Purchase Option with respect to
the 1997 Property, Advanced Glassfiber is obligated to exercise
the Sublease Purchase Option with respect to the Sublease
Property.

Accordingly, Judge Fitzgerald authorizes Owens Corning to
transfer and sell the Sublease Property to Advanced Glassfiber
pursuant to these terms:

   (1) Advanced Glassfiber will pay to Owens Corning $190,126 for
       the purchase of the Sublease Property, less, on a
       dollar-for-dollar basis, any monthly payments made
       pursuant to the Advanced Glassfiber Agreements subsequent
       to November 1, 2003; and

   (2) Owens Corning will transfer title to the Sublease
       Property, free and clear of all liens, claims and
       encumbrances, to Advanced Glassfiber and will deliver to
       Advanced Glassfiber a bill of sale with respect to the
       Sublease Property.

Ms. Stickles relates that the Sublease Property is reasonably
equivalent in value to the consideration that will be paid by
Advanced Glassfiber for the equipment.  Advanced Glassfiber is a
good faith purchaser under Section 363(m). (Owens Corning
Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


OWOSSO CORP: Allied Motion Will Acquire Company Under Merger Pact
-----------------------------------------------------------------
Owosso Corporation (OTC Bulletin Board: OWOS.OB) signed a merger
agreement pursuant to which Allied Motion Technologies, Inc.
(Nasdaq: AMOT) will acquire Owosso.

The aggregate value of the transaction is approximately $14
million. Under the terms of the merger agreement, each outstanding
share of Owosso common stock will receive .068 shares of common
stock of Allied Motion and each outstanding share of Owosso
preferred stock will receive .127 shares of common stock of Allied
Motion.  Holders of the outstanding shares of Owosso preferred
stock will also receive an aggregate of $1 million in cash and
warrants to purchase 300,000 shares of Allied Motion common stock
at $4.41 per share.  In addition, Allied Motion will assume $4.6
million of Owosso's debt and will settle the remainder of Owosso's
debt and liabilities for approximately $6 million in cash at
closing.  

If Owosso's operating subsidiary, Stature Electric, Inc., achieves
certain revenue levels in 2004, then on January 1, 2005, Allied
Motion will issue additional subordinated notes in an aggregate
principal amount of up to $500,000 to holders of Owosso
preferred stock.  The closing of the acquisition is subject to
customary conditions, including approval by Owosso's shareholders
and the effectiveness of a Registration Statement under the
Securities Act of 1933 with respect to the securities to be issued
by Allied Motion under the merger agreement.

George B. Lemmon, Jr., Chairman & CEO of Owosso, stated, "I am
pleased that Stature and Motor Products will be under the same
corporate structure again, and there is the potential for
significant value to be created by combining these two companies.  
I am very impressed with Allied's executive management team.  
Several individuals and institutions have helped make this
transaction possible and I would like to thank them for their
support.  The Jefferson County (New York) Industrial Development
Agency has always helped Stature Electric throughout its history
and they were instrumental in helping to complete this
transaction."

Through Stature Electric, Owosso manufactures fractional and
integral horsepower motors, gear motors, and motor part sets.  
Significant markets for Stature include commercial products and
equipment, healthcare, recreation and non-automotive
transportation.  Stature's component products are sold throughout
North America and in Europe, primarily to original equipment
manufacturers that use them in their end products.

Headquartered in Denver, Colorado, Allied Motion designs,
manufactures and sells motion control products into applications
that serve many industry sectors.  Allied Motion is a leading
supplier of precision and specialty motion control components and
systems to a broad spectrum of customers throughout the world.  On
July 30, 2002, Owosso completed the sale of all of the outstanding
stock of Motor Products -- Owosso and Motor Products -- Ohio
Corporation, manufacturers of fractional and integral horsepower
motors, to Allied Motion.

                          *    *    *

            Liquidity and Going Concern Uncertainty

In its most recent Form 10-Q filed with the Securities and Exchane
Commission, Owosso Corporation reported:

"The Company has experienced a significant downturn in its
operating results over the past several years and has been
required to modify its bank credit facility. Management intends to
dispose of its remaining non-operating asset, the real estate at
the Company's former Snowmax subsidiary. Management believes that
available cash and cash equivalents, cash flows from operations
and available borrowings under the Company's bank credit facility
will be sufficient to fund the Company's operating activities,
investing activities and debt maturities for fiscal 2003.

"In anticipation of management's belief that the Company would be
unable to remain in compliance with certain of its bank covenant
requirements throughout fiscal 2003, management entered into and
has successfully negotiated with the Company's lenders a waiver of
the minimum EBITDA covenant through the end of fiscal 2003. It is
management's intent to refinance the Company's bank credit
facility prior to its maturity in December 2003. There can be no
assurance, however, that management's plans for refinancing will
be successfully executed.

"The [Company's] condensed consolidated financial statements have
been prepared on a going concern basis of accounting and do not
reflect any adjustments that might result if the Company is unable
to continue as a going concern. The Company's recurring losses
from operations, working capital deficiency, potential default
under the terms of its bank credit facility and inability to
comply with debt and other bank covenants raise substantial doubt
about the Company's ability to continue as a going concern.

"Cash and cash equivalents were $541,000 at July 27, 2003. The
Company had negative working capital of $5.4 million at July 27,
2003, as compared to negative working capital of $5.4 million at
October 27, 2002. Net cash provided by operating activities of
continuing operations was $1.9 million for the nine months ended
July 27, 2003, as compared to net cash provided by operating
activities from continuing operations of $5.0 million in the
comparable period.

"Cash flows provided by investing activities from continuing
operations included $134,000 for capital expenditures for
equipment. The Company currently plans to invest approximately
$40,000 during the remainder of fiscal 2003. Management
anticipates funding capital expenditures with cash from operations
and borrowings under the Company's revolving credit facility.

"Net cash used in financing activities from continuing operations
included net repayments of $2,450,000 under the Company's
revolving credit agreement, and debt repayments of $190,000.

"At July 27, 2003, $4.5 million was outstanding under the
Company's revolving credit facility. The Company has experienced a
significant downturn in its operating results over the past four
years and starting at the end of fiscal 2000, was out of
compliance with covenants under its bank credit facility. In
February 2001, the Company entered into an amendment to its bank
credit facility agreement, wherein the lenders agreed to forbear
from exercising their rights and remedies under the facility in
connection with such non-compliance until February 15, 2002, at
which time the facility was to mature. This amendment to the bank
credit facility required reductions in the outstanding balance
under the facility during calendar 2001 and modified the interest
rates charged. The amendment required additional collateral,
effectively all of the assets of the Company, and additional
reporting requirements, as well as the addition of a covenant
requiring minimum operating profits. The amendment also required
the suspension of principal and interest payments on subordinated
debt, with an aggregate outstanding balance of $2.1 million as of
October 28, 2001. Furthermore, the amendment to the facility
prohibits the payment of preferred or common stock dividends and
prohibits the Company from purchasing its stock. Beginning in
August 2001, the Company was out of compliance with its minimum
operating profit covenant. In February 2002, the Company entered
into a further amendment to the facility, which extended the
maturity date to December 31, 2002, required further reductions in
the outstanding balance under the facility, based on expected
future asset sales, increased the interest rate charged and
replaced the minimum operating profit covenant with a minimum
EBITDA covenant. In December 2002, the Company entered into a
further amendment to the facility, which extends the maturity date
to December 31, 2003. This amendment requires further reductions
in the outstanding balance under the facility, based on expected
future asset sales and cash flow generated from operations, and
extended and adjusted the minimum EBITDA covenant for 2003. At the
beginning of the second quarter of 2003, management realized that
the EBITDA covenant would be violated in the future and entered
into negotiations with the Company's lenders to further modify the
minimum EBITDA covenant. In April 2003, the Company entered into a
further amendment to the facility, which adjusted the minimum
EBITDA required under the covenant. Borrowings under the facility
are charged interest at the Prime Rate plus 2.75% (6.75% at
July 27, 2003).

"Management intends to dispose of or liquidate its remaining non-
operating asset, the real estate at the Company's former Snowmax
subsidiary. Management believes that available cash and cash
equivalents, cash flows from operations and available borrowings
under the Company's bank credit facility will be sufficient to
fund the Company's operating activities, investing activities and
debt maturates for fiscal 2003.

"In anticipation of management's belief that the Company would be
unable to remain in compliance with certain of its bank covenant
requirements throughout fiscal 2003, management entered into and
has successfully negotiated with the Company's lenders a waiver of
the minimum EBITDA covenant through the end of fiscal 2003. It is
management's intent to refinance the Company's bank credit
facility prior to its maturity in December 2003. There can be no
assurance, however, that management's plans for refinancing will
be successfully executed.

"The Company has an interest rate swap agreement with one of its
banks with a notional amount of $4,550,000. The Company entered
into the interest rate swap agreement to change the fixed/variable
interest rate mix of its debt portfolio to reduce the Company's
aggregate risk to movements in interest rates. Such swap
agreements do not meet the stringent requirements for hedge
accounting under SFAS No. 133."


PARMALAT GROUP: Citigroup Record $351-Mil. Parmalat Credit Costs
----------------------------------------------------------------
Citigroup Inc. recorded $351,000,000 in credit costs associated
with Parmalat, reflecting the writedown of the majority of
Citigroup's unsecured exposure as well as significant reserves
taken against secured exposure, William P. Hannon, Citigroup
Controller and Chief Accounting Officer, reports in a recent
filing with the Securities and Exchange Commission.  According to
Mr. Hannon, Citigroup's remaining credit exposure to Parmalat is
$302,000,000, the majority of which is secured by third party
receivables.  Citigroup also experienced $21,000,000 in trading
losses related to Parmalat in the fourth quarter, and has
$15,000,000 of marked-to-market trading exposure remaining.

Mr. Hannon also notes that the income for Europe, Middle East and
Africa fell 42% to $352,000,000, largely resulting from
$236,000,000 of the credit losses related to Parmalat as well as
the absence of prior year asset sale gains.  Revenues for the
corporate and investment bank increased 10% to a record
$1,600,000,000, led by continued strong results in fixed income,
although income fell sharply in the fourth quarter to
$140,000,000, reflecting higher credit losses as well as higher
expenses.  Consumer income declined 10%, reflecting higher
expense growth, driven by restructuring initiatives, which
outpaced 15% revenue growth. (Parmalat Bankruptcy News, Issue No.
4; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PENNSYLVANIA REAL ESTATE: Fitch Rates $124-Mill. Preferreds at B+
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Pennsylvania Real Estate
Investment Trust and removed them from Rating Watch Negative
following the company's announcement on Feb. 9, 2004 that PREIT
has obtained a positive ruling from the Internal Revenue Service
through a private letter ruling granting PREIT retroactive relief
for the election of the taxable REIT subsidiary from 2001 that was
necessary for the company to maintain its real estate investment
trust status.

This follows PREIT's determination on February 5, 2004 that it
inadvertently failed to qualify a corporation in which it owns
more than 10% of the stock as a TRS. PREIT immediately initiated
the process of requesting discretionary retroactive relief from
the IRS which led to yesterday's positive ruling.

According to management, PREIT has now met the IRS' requirements
for filing the application to qualify this entity as a TRS
effective immediately. Additionally, Fitch expects that this event
will act as a catalyst for management to review the financial
systems and controls of the company to avoid future lapses.

Fitch rates approximately $124 million of PREIT's preferred
securities B+ and the rating outlook is stable. PREIT is a $2.6
billion (Fitch-estimated undepreciated book capitalization of
PREIT as of Nov. 20, 2003) owner and manager of regional malls,
community shopping centers and industrial properties located
substantially in the Mid-Atlantic states. As of Nov. 20, 2003, the
portfolio consisted of 58 properties in fourteen states, including
40 shopping malls, fourteen strip and power centers and four
industrial properties.


PG&E NATIONAL: USGen Asks Court to Clear Property Tax Settlement
----------------------------------------------------------------
For tax purposes, the Town of Concord in Vermont listed real
estate owned by USGen New England, Inc. in Concord on its Grand
List, effective April 1, 2002, at a $9,274,892 total value.  
USGen disputes the listed value of the real estate and appealed
the listing before the Essex Superior Court in Vermont for de
novo review.  The State of Vermont has intervened in the Concord
Appeal.

Subsequently, the parties opted to enter into a settlement
agreement rather than litigate further the issues presented by
the Concord Appeal.  In accordance to Rule 9019 of the Federal
Rules of Bankruptcy Procedure, Judge Mannes approves the Concord
Settlement Agreement negotiated by USGen, Concord, and Vermont,
which resolves the Concord Appeal and the Grand List value of all
of USGen's real estate in Concord as of April 1, 2002 and as of
April 1, 2003.

The Concord Settlement Agreement, provides, in pertinent part,
that:

   (a) All of USGen's real property in Concord will be listed on
       the Concord Grand List as of April 1, 2002 and as of
       April 1, 2003 at a $4,458,702 value -- in contrast to the
       previously listed $9,274,892 value;

   (b) All of USGen's real property in Concord will be listed on
       the "Equalized Education Listing" as of January 1, 2003
       and January 1, 2004 at a $5,140,900 value; and

   (c) USGen will be entitled to a $67,500 partial refund for
       2002 taxes paid to Concord, based on the listed value of
       $9,274,892, which will be credited toward the 2003 Tax
       Year property tax payment due to Concord.

John E. Lucian, Esq., at Blank Rome LLP, in Baltimore, Maryland,
explains that the Concord Settlement Agreement lowers the current
grand list value of USGen's real property in Concord by 48% with
a resulting material reduction in USGen's 2003 tax liability from
$219,685 annually to $105,609 annually.  In addition, the Concord
Settlement Agreement refunds to USGen $67,500 of the property tax
payment made in October 2002, to be applied as a credit toward
billings in the current tax year. (PG&E National Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PHOENIX GLOBAL: S&P Withdraws Note Ratings After Full Redemption
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1, A-2, A-3 fixed, A-3 floating, and M notes issued by
Phoenix Global Sovereign CBO Ltd., an emerging market CBO
transaction originated Sept. 8, 2000.     

The rating withdrawals followed the full redemption of the notes
when, in accordance with the terms of the indenture, a majority of
the holders of the preference shares directed the redemption in
whole of all the outstanding notes issued by Phoenix Global
Sovereign CBO Ltd.
   
                        RATINGS WITHDRAWN
                  Phoenix Global Sovereign CBO Ltd.

                          Rating              Balance (mil. $)
        Class          To         From       Original     Current
        A-1            NR         AAA        160.00       0.00
        A-2            NR         A+          10.00       0.00
        A-3 Fixed      NR         BBB-         2.00       0.00
        A-3 Floating   NR         BBB-         5.00       0.00
        M              NR         BB          20.00       0.00


PHYAMERICA INC: Completes Asset Sale to Dresnick and Resurgence
---------------------------------------------------------------
Stephen J. Dresnick, MD, FACEP and Resurgence Asset Management,
LLC announced the completion of the purchase of the assets of
PhyAmerica Physician Group.

Dr. Dresnick and Resurgence won the right to buy the PhyAmerica on
November 25, 2003, when federal bankruptcy court Judge E. Stephen
Derby recognized their offer of $90 million in total consideration
as the highest and best bid.

"We have already taken significant steps to assure the financial
stability of the company, and to provide a swift and smooth
transition for the hospitals, physicians and employees who are so
critical to our success," said Dr. Dresnick, who will serve as the
company's President and Chief Executive Officer. "The new company
will be driven by a dedication to quality care and a desire to
partner with our clients and physicians."

Through the sale process, the company retained most of its key
operational employees and physicians. "We are committed to
maintaining these important relationships, and are pleased to have
provided $10 million in financing to allow PhyAmerica to meet its
obligations during December and January," said Dr. Dresnick.

In addition to financing from Dr. Dresnick and Resurgence, the new
venture is backed by a $54 million credit facility provided by GE
Healthcare Financial Services to finance the ongoing operations of
the company.

In a simultaneous transaction, the Dresnick-Resurgence venture
also acquired the Jacksonville operations of Healthcare Business
Resources, Inc. "Owning these facilities enhances our ability to
provide quality physician services in a timely manner," said Dr.
Dresnick. "Our strong financial sponsors give us an added ability
to maintain state-of-the-art information systems, and invest in
new technology as needed."

"With a new management team and strong financial backing, the
company is stabilized and ready for growth," said Dr. Dresnick.
"By retaining most of our key clients and focusing on our
strengths, we are preparing for a bright future."

PhyAmerica provides emergency physician and allied health
professional staffing and management to emergency departments at
over 200 hospitals in 28 states. Founded as Coastal Healthcare
Group, the company bought Sterling Healthcare Group in 1999 from
FPA Medical Management Inc. of Miami, which had purchased Sterling
from Dr. Dresnick in 1996.

Resurgence Asset Management, LLC is an investment manager with
$1.1 billion in capital under management. Resurgence specializes
in investing in distressed companies and other special situations,
and has been a leader in this field since 1989. Resurgence has a
history of successful investments in the Healthcare Industry
including physician practice management, ambulatory surgery
centers and hospitals. In other industries, Resurgence is
currently the majority shareholder of Levitz Home Furnishings,
Inc. and Sterling Chemicals, Inc. both purchased out of Chapter 11
proceedings.

Dr. Stephen Dresnick has extensive experience in the physician
practice management industry. From 1987 through 1998, Dr. Dresnick
served as President and Chief Executive Officer of Sterling
Healthcare Group, Inc., a physician contract management company he
founded in 1987. Sterling Healthcare Group, Inc. was acquired by
FPA Medical Management, Inc. of San Diego, California in October
of 1996. From 1996 to 1998 Dr. Dresnick continued to serve as
President of Sterling and also served as Vice Chairman of the
Board of Directors of FPA. In March 1998, Dr. Dresnick became the
President and Chief Executive Officer of FPA, and led its
successful restructuring including its ultimate sale to Coastal
Physicians' Group and Humana Health Plan. Since 1999 Dr. Dresnick
has been involved in numerous healthcare related investments.

GE Healthcare Financial Services, a unit of GE Commercial Finance,
is a provider of capital, financial solutions, and related
services for the global healthcare market. With over $10 billion
of capital committed to the healthcare industry, GE Healthcare
Financial Services offers a full range of capabilities from
equipment financing and real estate financing to working capital
lending, vendor programs, and practice acquisition financing. With
its knowledge of all aspects of healthcare from hospitals and
long-term care facilities to physicians' practices and life
sciences, GE Healthcare Financial Services works with customers to
create tailored financial solutions that help them improve their
productivity and profitability. For more information, visit GE
Healthcare Financial Services' Web site at
http://www.GEHealthcare.com/


PILLOWTEX CORP: Court Approves Walker Truesdell as Consultants
--------------------------------------------------------------
Pursuant to Section 327 of the Bankruptcy Code, the Pillowtex
Debtors sought and obtained the Court's authority to employ
Walker, Truesdell & Associates as their special bankruptcy
consultants, nunc pro tunc to December 1, 2003.

Pillowtex Vice President, General Counsel and Secretary, John F.
Sterling, tells the Court that WTA provides comprehensive senior
management, advisory and administrative services to Chapter 11
debtors and companies experiencing financial difficulties.

As special bankruptcy consultant, WTA will perform a one-time
prospective review of the Debtors' existing procedures to handle
various matters arising in the course of the administration of
these Chapter 11 cases and the liquidation of the assets of their
estates, including:

   (a) claims tracking and resolution;

   (b) completion of a Chapter 11 plan of liquidation together
       with notice and balloting procedures;

   (c) preparation of distribution models including reserve
       assessment and completion of distributions;

   (d) liquidation of residual assets or investments;

   (e) fulfillments of public reporting requirements and
       obtainment of necessary clearances to cease the
       reporting;

   (f) review of insurance coverage and outstanding claims or
       causes of action;

   (g) resolution of outstanding tax matters and filing of
       required federal, state, local and foreign tax returns;

   (h) termination of employee benefit plans and completion of
       required tax filings; and

   (i) dissolution of Pillowtex including state withdrawals and
       preparation of a Final Report and Accounting with the
       Bankruptcy Court.

Mr. Sterling explains that the purpose of WTA's review is to
assess, for the benefit of the Debtors and the Board of Directors
of Pillowtex, the Debtors' ability to handle the administration
of these Chapter 11 cases and the liquidation of the assets of
their estates going forward and to formulate and implement a plan
of liquidation in a timely and efficient manner.  The Debtors
believe that WTA is well qualified and will be able to assist
them in a cost-effective, efficient and timely manner.  

WTA will provide the Debtors and the Board of Directors with a
report of its findings.  The Official Committee of Unsecured
Creditors will receive a copy of any report prepared by WTA in
connection with the review.  

The Debtors will compensate WTA at its usual hourly rates plus
reasonable, documented, out-of-pocket expenses, provided that
total fees will not exceed $15,000.  Hobart G. Truesdell, a WTA
member, has primary responsibility for WTA's work for the Debtors
and his hourly rate is $300.  Ann Hughes of WTA will charge a
blended hourly rate of $275.  Travel time will be charged at 50%
of applicable billable rates.  WTA's services will be invoiced in
accordance with WTA's customary billing practices, subject to the
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules and the Local Rules.

Mr. Truesdell assures the Court that WTA is a "disinterested
person" as defined in Sections 101(14) and 1107(b) of the
Bankruptcy Code, and that WTA does not hold or represent an
interest adverse to the Debtors' estates that would impair its
ability to objectively perform professional services for the
Debtors in accordance with Section 327.  "WTA does not currently
represent and is not connected to either Bank of America, N.A. or
Oaktree Capital Management, LLC in any matter, except that I am
the plan trustee in the Mid-American Waste Systems, Inc. Chapter
11 Case No. 97104 (PJW) and a representative from Oaktree Capital
Management, LLC is a member of the post-confirmation committee,"
adds Mr. Truesdell. (Pillowtex Bankruptcy News, Issue No. 59;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


POINT GROUP: Taps Smith & Company to Replace Beckstead and Watts
----------------------------------------------------------------
Effective on November 20, 2003, the independent accountant who was
previously engaged as the principal accountant to audit Point
Group Holdings Inc.'s financial statements, Beckstead and Watts,
LLP, resigned.  

This firm audited the Company's financial statements for the
fiscal year ended December 31, 2002.  The firm's report on the
Company's financial statements was modified as to uncertainty that
Point Group Holdings will continue as a going concern.    

Effective on November 21, 2003, the firm of Smith & Company has
been engaged to serve as the new principal accountant to audit
Point Group Holdings' financial statements.  The decision to
retain this accountant was approved by the Board of Directors.  


RACING SERVICES: Wants More Time to File Schedules & Statements
---------------------------------------------------------------
Racing Services, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for an extension of time to file their
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtor requests that
the Court extend its schedules filing deadline through March 19
2004.

The Debtor requires more time to prepare its books and records and
to prepare and file its schedules and statement of financial
affairs. The Debtor relates that due to the appointment of the
Receiver, it was not in control of its assets, its business or its
books and records since August 22, 2003, until just after the
commencement of this case. Thus, the Debtor must take some time to
re-acquaint itself with its information to be in position to file
its schedules and statement of financial affairs.


RAYTHEON: Fitch Affirms BB+ Trust Preferred Securities Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Raytheon's credit ratings, including
the 'BBB-' rating on RTN's senior unsecured debt and bank
facilities, the 'BB+' rating on RC Trust I's trust preferred
securities, and the 'F3' rating on RTN's commercial paper program.
The Rating Outlook is Stable.

RTN's ratings reflect the competitive position of the company's
defense businesses, attractive defense spending environment,
strong backlog, solid liquidity position, and the satisfaction of
many of the Engineers & Constructors obligations. Concerns center
on the level of RTN's credit statistics compared to similarly
rated companies, the weak general aviation market, and the
financial performance and competitive position of Raytheon
Aircraft (RAC). The Stable Outlook is based on the performance of
RTN's defense businesses, offset by weak financial contributions
from RAC.

RTN's risk profile improved in 2003 as a result of the delivery of
the remaining E&C projects and the achievement of break-even
performance at RAC. However, RTN's credit quality still suffers
from the effects of relatively high debt levels, partly due to the
cash drains at E&C and RAC over the past 4 years (more than $3.1
billion). In addition, the outlook in the business jet market
remains uncertain. On the positive side, RTN's financial
flexibility should improve in 2004, and a key credit issue will be
how the company deploys its cash. RTN could have significant cash
balances in the second half of 2004 as a result of free cash flow
and approximately $863 million of proceeds from equity purchase
contacts due in May 2004.

The trust preferred securities will be remarketed to new holders
on February 11, 2004. The trust preferred securities are one of
two parts of RTN's Equity Security Units. The other part of each
ESU is a contract to purchase RTN stock in May 2004. The
remarketing will not change the terms of the trust preferred
securities other than the coupon, which could be reset at 7% or
higher. The remarketing will be a holder-to-holder transaction and
will not result in an immediate cash inflow to RTN. However, a
successful remarketing will ensure that the stock purchase
contract portion of the ESU's will be executed with cash in May
2004, resulting in a cash inflow of approximately $863 million to
RTN.

At December 31, 2003, RTN had a liquidity position of $3.3
billion, consisting of $661 million of cash and full availability
under its $2.7 billion of credit lines, offset by $15 million of
short-term debt and current debt maturities. RTN's debt-to-EBITDAP
ratio for the last twelve months ending December 31, 2003,
improved to 3.6 times from 4.3x in 2002. Interest coverage also
improved to 3.8x for the last twelve month period compared with
3.3x in 2002. These ratios exclude the impact of one-time items
such as the third quarter charges related to the Network Centric
Systems and Technical Services segments. Including these charges,
the improvement in the credit ratios would have been more
moderate. Fitch includes the trust preferred securities in the
calculation of total debt.


RELEX HOSPITALITY: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Relex Hospitality, LLC
        1492 Lititz Pike
        Lancaster, Pennsylvania 17601

Bankruptcy Case No.: 04-20296

Type of Business: The Debtor owns a Hotel.

Chapter 11 Petition Date: January 20, 2004

Court: Eastern District of Pennsylvania (Reading)

Judge: Thomas M. Twardowski

Debtor's Counsel: Gregory T. Aarmstrong, Esq.
                  Gregory T. Armstrong, Attorney at Law
                  40 Sherman Street
                  Lancaster, PA 17602
                  Tel: 717-291-6537

Total Assets: $4,240,500

Total Debts:  $4,767,600

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Business Loan Center, LLC     Lancaster Travelodge    $1,100,000
645 Madison Avenue 19th Fl    1492 Lititz Pike
New York, NY 10022            Lancaster, PA 17601

Sheth Bros LLC                Business Loan             $176,000

S & S Hotel Assoc LLC         Business Loan             $135,500

Krishna Hospitality LLC       Business Loan              $84,000

Sheth Bros LLC                Business Loan -            $70,000
                              Telephone System

Vraj Brij PA LLC              Business Loan              $70,000

Shan Holdings LP              Business Loan              $31,600


RELIANCE: Committees Ask Court to Clear Inter-Debtor Settlement
---------------------------------------------------------------
The Official Committee of Unsecured Creditors and the Official
Unsecured Bank Committee of Reliance Group Holdings and Reliance
Financial Services Corporation ask Judge Gonzalez to approve a
Settlement Term Sheet that resolves claims between the Debtors,
and provides post-confirmation funding to RFSC.

Andrew P. DeNatale, Esq., at White & Case, counsel for the Bank
Committee, and Arnold Gulkowitz, Esq., at Orrick, Herrington &
Sutcliffe, counsel for the Creditors Committee, recount that
early in the Debtors' cases, there were disputes between the
Pennsylvania Insurance Commissioner, the Debtors and the
Committees.  For almost two years, the disputes consumed
substantial resources and were the focus of numerous hearings
before several courts, including the Bankruptcy Court.

Despite the settlement of disputes between Reliance Insurance
Company and the Debtors, a number of inter-debtor disputes
between RGH and RFSC remained.  Accordingly, the Committees met
to resolve the issues created by the Debtors' intertwined
corporate structures.

The Debtors' estates include four primary assets:

   (1) Cash -- As of December 31, 2003, RGH possessed $92,327,000
       in Cash, plus receivables that may yield more cash to the
       estates.  Of this, the Liquidator will receive
       $45,000,000, plus accrued interest.

   (2) Section 847 Refunds -- In 1988, RGH became entitled to
       designate tax payments as Special Estimated Tax Payments
       pursuant to Section 847 of the Internal Revenue Code of
       1986, a provision of the IRC governing insurance
       companies.  These Special Estimated Tax Payments will
       begin generating cash tax refunds in the 16th year
       following the year paid.  The Section 847 Refunds may
       total $164,000,000 from 2005 through 2012.  The Liquidator
       will receive 50% of the Section 847 Refunds.

   (3) NOLs -- The RGH Tax Group has in excess of $2,000,000,000
       in NOLs for federal income tax purposes through the end of
       2002.  Although other members of the RGH Tax Group have
       incurred operating losses, RIC has generated the vast
       majority of the NOLs as a result of the huge reserves for
       actual and projected losses in its insurance business.  

   (4) Proceeds from D&O Litigation -- The insurance policies and
       their proceeds represent another asset of the estates,
       including those issued by:

         (i) Syndicate 1212 at Lloyds London, No. 823/FD9701593,
             and related excess policies, Nos. 832/F01201D96,
             823/F01307D97, 823/FD9798178 and 823/FD9900896;

        (ii) Greenwich Insurance Company, No. ELU 82236-01 and
             ELU 82237-01; and

       (iii) Clarendon National Insurance Company, No. MAG 14
             400579 50000.

       The Policies provide coverage for Directors and Officers
       and Company Liability, Fiduciary Liability, and Employment
       Practices Liability.  The Policies provide aggregate
       coverage in excess of $150,000,000.  The Liquidator is
       entitled to 60% of the D&O Proceeds, leaving 40% to be
       divided between the estates of RGH and RFSC.

Messrs. DeNatale and Gulkowitz remind the Court that the
interrelationship of RGH and RFSC gives rise to conflicting
claims to the Assets.  Each of the Debtors has at least a partial
claim to each of the Assets.

The salient terms of the Settlement Term Sheet include:

Funding                 On the Effective Date of the RFSC Plan of
                        Reorganization, RFSC and RGH will each
                        fund Reorganized RFSC -- from a secured
                        credit facility provided by RGH -- with
                        $2,537,000, for a total initial funding
                        of $5,074,000.

Division of Refunds     RGH and RFSC will have a 50% interest in
                        the Section 847 Refunds, net of payment
                        to the Liquidator.

Division of
D&O Proceeds            RGH will have a 72.5% and RFSC will have
                        a 27.5% undivided interest in the D&O
                        Proceeds -- after the Liquidator's
                        Allocation -- net of legal fees and
                        expenses.

Division of Equity      Creditors holding RFSC Bank Debt will
                        own, on a pro rata basis, 100% of the
                        equity interests in Reorganized RFSC upon
                        its exit from bankruptcy.

Equity Distributions    Pursuant to the RFSC Reorganization Plan,
                        RGH will have a 20% undivided interest in
                        any equity distributions in cash made
                        from RIC to Reorganized RFSC.  RGH will
                        retain all cash remaining after
                        distributions to RIC.

Indemnities             Reorganized RFSC will indemnify its Chief
                        Executive Officer to the extent permitted
                        by Delaware law.  Reorganized RFSC will
                        indemnify a to-be-formed RFSC Advisory
                        Committee.

Financial Statements    Reorganized RFSC will provide RGH, the
                        Advisory Committee, the counsel to the
                        Creditors Committee and the co-chairs of
                        the Creditors Committee with financial
                        statements every quarter and upon receipt
                        of funds.

Objections, if any, to the Settlement Term Sheet, must be filed
with the Bankruptcy Court by Feb. 20.  Judge Gonzalez will
convene a hearing on Feb. 25 to consider the parties' motion to
approve this settlement pact and pave the way for RFSC to exit
chapter 11.  (Reliance Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


ROBOTIC VISION: Look for Fiscal 2004 1st-Quarter Results Tomorrow
-----------------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI.PK) will release its results
for its fiscal 2004 first quarter ended December 31, 2003 on
February 13, 2004.  The company expects to release its results
before 8 a.m. EST on that date and will host a conference call at
9:00 a.m.

Interested parties may access the conference call live through
RVSI's web site -- http://www.rvsi.com-- or through ccbn.com.  A  
replay of the conference call will be available immediately upon
the completion of the call at RVSI's web site, or can be accessed
via telephone at 402-220-9679.

The replay on RVSI's web site will remain active for 30 days; the
telephone replay will be available for 1 week.

Robotic Vision Systems, Inc. (RVSI) (RVSI.PK) has the most
comprehensive line of machine vision systems available today.
Headquartered in Nashua, New Hampshire, with offices worldwide,
RVSI is the world leader in vision-based semiconductor inspection
and Data Matrix-based unit-level traceability. Using leading-edge
technology, RVSI joins vision-enabled process equipment, high-
performance optics, lighting, and advanced hardware and software
to assure product quality, identify and track parts, control
manufacturing processes, and ultimately enhance profits for
companies worldwide. Serving the semiconductor, electronics,
aerospace, automotive, pharmaceutical and packaging industries,
RVSI holds more than 100 patents in a broad range of technologies.
For more information visit http://www.rvsi.com/

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $21 million and a total shareholders'
equity deficit of about $10 million.    


SLATER STEEL: Union Will File Motion to Slow Down Liquidation
-------------------------------------------------------------
The United Steelworkers will file a motion in court to have
Justice James Farley deal with the call for a slowdown in the
planned liquidation of Hamilton Specialty Bar, a division of
Slater Steel.

"The union made the request to Slater and its advisers on Feb. 4
and has not had a response," said Marie Kelly, Steelworkers'
Ontario/Atlantic Assistant Director.

"We are seeking an extension of the timeframe so that
representatives of DSC Managers LP and its advisers, Morgan
Joseph, have an opportunity to pursue the purchase of the plant as
a going concern," Kelly said. "It has been six days since our
letter and the company has not deemed it important enough to
respond to the union and advise us of its position on our request.

"As a result, we have contacted our counsel and have asked him to
prepare and file a motion to have the matter brought before
Justice Farley."

Kelly said the union would prefer to have the matter resolved
without the assistance of the courts, but in a letter added, "we
feel we have no option but to bring it to the court's attention.

"I urge you to consider our request and to extend the timeframe
for the planned liquidation, and that you do it right away.

"Continuing on a course of liquidation when a purchaser has
stepped forward and has stated an interest in the operations as a
going concern, is not only heartless for those people who depend
on it for their livelihood, but is not a sound business decision.

"An extension of 30 to 60 days is surely not that much to ask for
in the circumstances."

Steelworkers' Hamilton Area Coordinator Tony DePaulo added, "I
cannot understand why the company and its advisers would not
welcome an offer to purchase the plant and work out a way to bring
it out of bankruptcy protection as a going concern."


SOLUTIA INC: Wins Court's Approval to Hire American Appraisal
-------------------------------------------------------------
American Appraisal Associate, Inc. is an international,
independent valuation-consulting firm with 55 offices worldwide.
Each year, American Appraisal prepares valuation studies on
assets worth more than $200 billion in the aggregate.  American
Appraisal's services are used to address valuation issues
involved in acquisitions and divestitures, leveraged and
management buyouts, financing, business reorganizations,
investment and industrial real estate, closely held business and
capital stock, estate, gift and income taxes, and other corporate
planning strategy needs.  American Appraisal has substantial
experience providing appraisal services to large corporations in
connection with both in- and out-of-court restructurings.  

At the Solutia Debtors' request, Judge Beatty permits Solutia to
employ American Appraisal as their appraisers.   

American Appraisal will provide valuations of these designated
properties:

           -- Alvin Texas (Chocolate Bayou);
           -- Decatur, Alabama;
           -- Cantonment, Florida (Pensacola);
           -- Greenwood, South Carolina;
           -- Martinsville, Virginia;
           -- Springfield, Massachusetts;
           -- Trenton, Michigan;
           -- Foley, Alabama;
           -- St. Louis, Missouri (Queeny Plant);
           -- St. Louis, Missouri (Westport); and
           -- Columbia, Tennessee.

American Appraisal will also provide valuations of certain
intangible assets, including patents, trademarks, domain names
and license agreements.

American Appraisal is familiar with the Debtors' appraisal needs.  
American Appraisal conducted appraisal services for the Debtors
relating to their postpetition financing facility.  Appraisal
will continue to complete these appraisal and related services.

On September 2, 2003, the Debtors engaged American Appraisal's
services in connection with the appraisal of a collateral
portfolio, consisting of seven major U.S. production facilities
and the stock of CPFilms, which had secured certain debentures of
the Debtors.  The Debtors paid American Appraisal $136,537 on
account of services rendered and expenses incurred relating to
the September Engagement.

In addition, before the Petition Date, the Debtors provided
American Appraisal with a $454,500 retainer on account of
additional services to be rendered under the Appraisal Engagement
Letters.  The Debtors state that they do not owe any other
amounts to American Appraisal on account of its prepetition
services, fees and expenses.

Pursuant to the terms and conditions of the Appraisal Engagement
Letters, the Debtors will pay American Appraisal a flat fee for
its professional services and reimburse its actual and necessary
out-of-pocket expenses.  The Retainer represents a combined flat
fee of $390,000 and $64,500 in estimated expenses.

The fee reflects professional time for planning and executing the
work through, and including, final reports, and is based on
American Appraisal's estimates of professional services to be
furnished, according to American Appraisal's understanding of the
Debtors' requirements.  The fee is not contingent on the outcome
of American Appraisal's conclusions.  Should the scope of these
requirements change, and subject to court approval, American
Appraisal and the Debtors will mutually revise the fee to reflect
those changes in services.

Hourly rates for American Appraisal's professionals are:

         Richard L. Kelsey:
            Consultation, Preparation        $350
            Expert witness, court testimony   450
         Managing Principal                   325
         Principal                            300
         Engagement Director                  275
         Senior Consultant                    250
         Associate                            225

T. Michael Rathburn, Associate General of American Appraisal,
assures the Court his firm has no connection with the Debtors,
their creditors, the United States Trustee or any other party-in-
interest.  American Appraisal discloses that it may represent or
has represented some of the Debtors' creditors and other parties-
in-interest, but in matters unrelated to Solutia's Chapter 11
cases.  Mr. Rathburn makes it clear that American Appraisal does
not represent any interest adverse to the Debtors or their
estates.  American Appraisal is a "disinterested person,"
pursuant to Sections 101(14) and 1107(b) of the Bankruptcy Code
and as required by Section 327(a). (Solutia Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


STANDARD PARKING: S&P Places Low-B Ratings on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and other ratings on parking services provider Standard Parking
Corp. on CreditWatch with positive implications after the company
filed to go public. CreditWatch with positive implications means
that the ratings could be affirmed or raised following the
completion of Standard & Poor's review.

Chicago, Illinois-based Standard Parking had about $162 million of
total debt outstanding at Sept. 30, 2003.

The CreditWatch placement follows Standard Parking's recent Form
S-1 filing with the SEC for an initial public offering of new
Class A common stock. Standard & Poor's expects some of the
proceeds from the offering to be used for debt reduction, which
could improve credit protection measures.

"Before it resolves the CreditWatch listing, Standard & Poor's
will evaluate the transaction, if and when it is completed, and
will also review Standard Parking's financial policies and ability
to sustain an improved financial profile," said credit analyst
David Kang.

Standard Parking is the second-largest private provider of parking
services, with about 1,900 parking facilities in more than 270
cities in the U.S. and Canada.


TENFOLD CORP: Look for 4th-Quarter and Year-End 2003 Results Today
------------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, will release financial results for its
fourth quarter and year ended December 31, 2003 and host a
conference call to discuss the results, today.

The conference call will begin at 4:30 p.m. ET today, and is
available by dialing (888) 324-9429 or (630) 395-0045 for
international calls.  The conference title is "TenFold Q4
Earnings," the passcode is "TenFold" and the call leader is "Dr.
Nancy Harvey."  To access the release on-line today, after 4 p.m.
ET, go to the TenFold News, Press Releases section of the TenFold
Web site at http://www.10fold.com/.  Telephone replays of the  
conference call will be available from four hours after the call
through March 1, 2004.  To access the telephone replay, dial (800)
947-6621 or (402) 220-4613 for international calls.

TenFold (OTC Bulletin Board: TENF) licenses its patented
technology for applications development, EnterpriseTenFold(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems.  Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, EnterpriseTenFold technology lets
a small, business team design, build, deploy, maintain, and
upgrade new or replacement applications with extraordinary speed
and limited demand on scarce IT resources.  For more information,
visit http://www.10fold.com/     

Tenfold Corporation's September 30, 2003 balance sheet shows total
stockholders' deficit of $11,510,000 compared to a deficit of
$25,225,000 as of December 31, 2002.


TERRINTELLA'S CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Terrintella's Corporation
        dba The Groto
        fdba Buena Sera
        9530 Duffney Drive
        Corcoran, MN 55374

Bankruptcy Case No.: 04-40608

Type of Business: The Debtor owns a Restaurant and bar.

Chapter 11 Petition Date: February 9, 2004

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtor's Counsel: William I. Kampf, Esq.
                  Henson & Efron, P.A.
                  220 S. 6th St., Suite 1800
                  Minneapolis, MN 55402

Total Assets: $1,208,300

Total Debts:  $810,176

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Graziano La Familia LLC                    $494,431
7561 Blackoaks Lane
Maple Grove, MN 55311

402 Main Street                             $20,000

Stockyards                                  $17,627

Fabyanske, Westra & Hart                    $12,380

HP Financial                                $10,908

Livgard & Rabuse                            $10,635

Ameripride                                  $10,288

US Foods                                     $9,730

Details                                      $9,224

MN Dept. Revenue                             $8,759

Dale Freeberg, CPA                           $7,500

Xcel Energy                                  $6,000

State Auto                                   $5,234

Capital City                                 $4,818

Reinhart Food Service                        $4,787

Phillips Wine & Spirits                      $3,000

Lombardi Meats                               $2,518

Promo Source                                 $2,083

North Country                                $2,067

Minnesota Monthly                            $1,145


TIME WARNER TELECOM: Prices $440 Million Senior Debt Offering
-------------------------------------------------------------
Time Warner Telecom Inc. (Nasdaq: TWTC), a leading provider of
managed voice and data networking solutions for business
customers, priced $440 million in aggregate principal amount of
Senior Notes.  

The net proceeds from the offering of the Senior Notes will be
used to permanently retire the existing senior secured credit
facility of the Company's wholly owned subsidiary, Time Warner
Telecom Holdings Inc., and for general corporate purposes.

The offering consists of Second Priority Senior Secured Floating
Rate Notes, which will be guaranteed on a senior secured basis,
and Senior Notes, which will be guaranteed on a senior unsecured
basis, by Time Warner Telecom Inc. and its subsidiaries.  The
offering is expected to close on or about February 20, 2004.  
Pricing information is as follows:

     *  $240 million of Second Priority Senior Secured Floating
        Rate Notes due 2011 at LIBOR plus 400 basis points; and

     *  $200 million of Senior Notes due 2014 at 9.25%.

The Senior Notes are being offered by Holdings to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and to non U.S. persons under Regulation
S of the Securities Act.

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

Time Warner Telecom Inc., headquartered in Littleton, Colo., is a
leading provider of managed network solutions to a wide array of
businesses and organizations in 44 U.S. metropolitan areas that
require telecommunications intensive services.

                         *    *    *

As reported in Troubled Company Reporter's February 5, 2004
Edition, Standard & Poor's Ratings Services assigned its 'B'
rating to Time Warner Telecom Holdings Inc.'s senior secured
second-lien floating-rate notes due 2011 and its 'CCC+' rating to
the company's senior unsecured notes due 2014, which total $800
million in aggregate.

Outstanding ratings on Time Warner Telecom, including the 'B'
corporate credit rating, were affirmed. The outlook was revised to
stable from negative.


TRANS ENERGY PARTNERS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: Trans Energy Partners, LTD.
        6 Hillock Lane
        Chadds Ford, Pennsylvania 19317

Bankruptcy Case No.: 04-10829

Type of Business: The Debtor provides Oil services.

Chapter 11 Petition Date: January 21, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Michael H. Kaliner, Esq.
                  Jackson, Cook, Caracappa & Bloom
                  312 Oxford Valley Road
                  Fairless Hills, PA 19030
                  Tel: 215-946-4342

Total Assets: $6,715,200

Total Debts:  $527,400

Debtor's Largest Unsecured Creditor:

Entity                                 Claim Amount
------                                 ------------
Power System Advisory                      $150,000


TRW AUTOMOTIVE: Fitch Affirms Low-B Level Debt Ratings after IPO
----------------------------------------------------------------
Following the completion of TRW Automotive's initial public equity
offering, Fitch Ratings has affirmed the earlier indicative debt
ratings of TRW Automotive Inc. The ratings of 'BB+' for senior
secured bank debt, 'BB-' for senior notes, and 'B+' for senior
subordinated notes are all affirmed. The Rating Outlook is Stable.

Net of underwriting discounts and commissions, the equity offering
has raised approximately $639 million. Of this amount, $319
million will be applied towards replacing Blackstone equity, while
approximately $317 million will go to pay down a portion of the
senior subordinated notes and a portion of the senior notes. The
total amount raised and the debt reduction resulting from this
equity offering are within the range of what Fitch had earlier
anticipated.

TRW's ratings are reflective of the de-leveraging of the capital
structure since the initial deal funding, the projected lower
interest costs resulting from these lower debt levels and some
refinancing activities, and relatively stable operating
performance as a standalone company. Additionally, TRW's ratings
are supported by its diversity of revenue which spans across all
the major global vehicle manufacturers, good competitive positions
in active and passive restraint systems which should continue to
benefit from both regulatory and market dynamics, and a solid book
of forward business which reflect these operating positives.

Balancing out some of these positives are the risks associated
with the continued severe pricing pressures and production
volatility in the automotive environment which will challenge TRW
to expand, if not maintain, margin performance. And, while TRW has
been increasing its business with the ascendant Asian vehicle
manufacturers, TRW still remains heavily levered to the
traditional North American Big Three which have collectively been
losing market share. Furthermore, TRW still remains highly levered
in its capitalization and will have limited free cash flow for
continuing principal reduction.


WATERLINK: Court Okays Sale of Specialty Products to Calgon Carbon
------------------------------------------------------------------
Calgon Carbon Corporation (NYSE: CCC) announced that the United
States Bankruptcy Court for the District of Delaware entered an
order approving the sale to Calgon Carbon of Waterlink Specialty
Products, which is comprised of the operating units that make up
Waterlink, Inc.'s former Specialty Products Division.

The assets to be acquired include the operating assets of
Waterlink, Inc.'s U.S.-based subsidiary, Barnebey Sutcliffe
Corporation, and the stock of Waterlink (UK) Limited, a holding
company that owns the stock of Waterlink, Inc.'s operating
subsidiaries in the United Kingdom. The sale is expected to be
consummated in mid-February.

Calgon Carbon Corporation, headquartered in Pittsburgh,
Pennsylvania, is a global leader in services and solutions for
making air and water cleaner and safer. The company employs
approximately 1,000 people at 14 operating facilities and 11 sales
and service centers worldwide.


WEIRTON STEEL: Gets Go-Signal to Set-Off Herman Strauss' Claim
--------------------------------------------------------------
Herman Strauss, Inc. has a claim against Weirton Steel Corporation
for $963,659 for scrap materials sold and delivered to the Debtor
prior to the Petition Date.  Herman Strauss is also a customer of
the Debtor, and owes the Debtor $944,521 for scrap materials
purchased prior to the Petition Date.

The Debtor and Herman Strauss stipulate and agree to set off
their mutual prepetition obligations.  Furthermore, Herman
Strauss may file a Proof of Claim for $19,137 representing the
balance due after exercising the set-off.

The Court approves the parties' stipulation and modifies the
automatic stay to the extent necessary to permit Herman Strauss
to exercise the set-off.  (Weirton Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WELLS FARGO: Fitch Takes Rating Actions on 4 Notes' Series
----------------------------------------------------------
Fitch Ratings has taken rating action on the following Wells Fargo
Asset Securities Corp. mortgage pass-through certificates.
Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2001-13

        -- Class A affirmed at 'AAA';
        -- Class B-1 affirmed at 'AAA';
        -- Class B-2 affirmed at 'AAA';
        -- Class B-3 upgraded to 'AAA' from 'AA+';
        -- Class B-4 upgraded to 'AA' from 'A+';
        -- Class B-5 upgraded to 'A' from 'BBB-'.

Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2002-7 Pool 1

        -- Class A affirmed at 'AAA';
        -- Class B-1 upgraded to 'AAA' from 'AA';
        -- Class B-2 upgraded to 'AAA' from 'A';
        -- Class B-3 upgraded to 'AA' from 'BBB';
        -- Class B-4 upgraded to 'A' from 'BB';
        -- Class B-5 affirmed at 'B'.

Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2002-7 Pool 2

        -- Class IIA affirmed at 'AAA';
        -- Class IIB-1 upgraded to 'AAA' from 'AA';
        -- Class IIB-2 upgraded to 'AA' from 'A';
        -- Class IIB-3 upgraded to 'A' from 'BBB';
        -- Class IIB-4 affirmed at 'BB';
        -- Class IIB-5 affirmed at 'B'.

Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2002-10

        -- Class A affirmed at 'AAA';
        -- Class B-1 upgraded to 'AAA' from 'AA';
        -- Class B-2 upgraded to 'AA' from 'A';
        -- Class B-3 upgraded to 'A' from 'BBB';
        -- Class B-4 upgraded to 'BBB' from 'BB';
        -- Class B-5 affirmed at 'B'.

Wells Fargo Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2002-14

        -- Class A affirmed at 'AAA';
        -- Class B-1 upgraded to 'AAA' from 'AA';
        -- Class B-2 upgraded to 'AA' from 'A';
        -- Class B-3 upgraded to 'A' from 'BBB';
        -- Class B-4 upgraded to 'BBB' from 'BB';
        -- Class B-5 affirmed at 'B'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


WHEELING-PITTSBURGH: Implements Additional Raw Materials Surcharge
------------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation (Nasdaq: WPSC) announced an
additional $12 per ton surcharge on shipments of all steel and
steel products effective Monday, February 16, 2004 and until
further notice.

Steven W. Sorvold, vice president - commercial of WPSC and COO of
Wheeling Corrugating Company, said that the continued increases in
the cost of raw materials led to the additional surcharge. The $12
increase brings the total surcharge to $42 per ton.

"The rapid increase in our costs of raw materials is unlike
anything this industry has ever experienced. We hope that this
surcharge is only for a short period of time. Our costs of raw
materials will be the deciding factor on how long this surcharge
will last," said Sorvold.

Wheeling-Pittsburgh Steel Corporation is a metal products company
with 3,100 employees in facilities located in Steubenville, Mingo
Junction, Yorkville, and Martins Ferry, Ohio; Beech Bottom and
Follansbee, West Virginia; and Allenport, Pennsylvania. The
company's Wheeling Corrugating Division has 12 plants located
throughout the United States.


WICKES INC: Wants Nod to Hire Schwartz Cooper as Special Counsel
----------------------------------------------------------------
Wickes, Inc., seeks to employ and retain Schwartz, Cooper,
Greenberger & Krauss, Chartered as Special Counsel.  

The Debtor tells the U.S. Bankruptcy Court for the Northern
District of Illinois, Eastern Division that it selected Schwartz
Cooper because of the firm's prepetition experience with and
knowledge of the Debtor and its business, as well as experience
and knowledge in business reorganizations.

The Debtors submit that Schwartz Cooper's continued representation
is in the best interest of the Debtor's estate and will cause the
least disruption to Debtor's business because the firm is already
uniquely familiar with the Debtor's business.

In its capacity, the Debtor expects Schwartz Cooper to:

     a. advise the Debtor and assist Section 327(a) General
        Counsel in connection with corporate transactions,
        including those contemplated by any plan or plans of
        reorganization (which may include, among other things,
        the design and issuance of new securities, the infusion
        of additional capital and one or more merger and
        acquisition transactions), and the evaluation of
        unexpired leases and executory contracts;

     b. advise the Debtor and assist Section 327(a) General
        Counsel in connection with the Debtor's postpetition
        financing and cash collateral arrangements and
        negotiating and drafting related documents;

     c. advise the Debtor and assist Section 327(a) General
        Counsel in negotiating and drafting plans of
        reorganization and in connection with the Debtor's
        disclosure obligations, including advising the Debtor
        and assisting Section 327(a) General Counsel with
        respect to continuing disclosure and reporting
        obligations under securities laws and drafting a
        disclosure statement to accompany a plan of
        reorganization;

     d. advise the Debtor and assist Section 327(a) General
        Counsel with respect to general corporate legal issues
        arising in the Debtor's ordinary course of business,
        including attendance al senior management meetings and
        meetings of the board of directors and advising Debtor
        on labor, environmental, insurance, securities and
        regulatory matters;

     e. attend meetings and participate in negotiations with
        respect to the above matters;

     f. represent the Debtor and, to the extent no divergence of
        interest exists, the directors and officers thereof in
        connection with litigation, if any, relating to
        securities law or corporate governance issues and
        related indemnification claims;

     g. appear before this Court, any district or appellate
        courts, and the US Trustee with respect to the matters
        referred to above; and

     h. perform all other necessary legal services and provide
        all other necessary legal advice to the Debtor in
        connection with or other related matters.

Presently, Schwartz Cooper's hourly rates range from:

     Partners and of Counsel             $260 to $500 per hour
     Associates                          $150 to $245 per hour
     Legal Assistants and Support Staff  $100 to $110 per hour

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


WILLIAMS CONTROLS: Dec. 31 Balance Sheet Upside-Down by $16 Mill.
-----------------------------------------------------------------
Williams Controls, Inc. (OTC: WMCO) announced results for its 2004
first quarter ended December 31, 2003.  

Net sales of $12,538,000 were 4.6% higher than the net sales of
$11,981,000 recorded for the corresponding quarter last year.  Net
income allocable to common shareholders was $1,090,000 or $.03 per
diluted share for the first quarter 2004 compared to $246,000 or
$.01 per diluted share for the corresponding 2003 quarter.

The increase in sales was the direct result of higher unit sales
volume in our heavy truck business, which increased $1,319,000 or
11.8% compared to the same quarter of fiscal 2003.  The increase
in sales was offset by the elimination of sales related to the
passenger car and light truck product lines, which were sold on
September 30, 2003.  Operating income from continuing operations
improved to $2,079,000 compared to $722,000 for the same quarter
of 2003, due to an increase in gross margin and an overall
reduction in operating expenses.  Gross margin in the first fiscal
quarter improved by 27.9% to $3,842,000 over the $3,003,000
recorded in the first quarter of fiscal 2003, primarily due to the
higher sales volumes to our heavy truck customers and the
elimination of the start-up costs associated with the passenger
car and light truck product lines.  Operating expenses decreased
$518,000 due to the elimination of our passenger car and light
truck product lines, which incurred $708,000 of operating expenses
in the first quarter of 2003.  In addition, administrative costs
related to legal, accounting and professional fees declined
$108,000 during the first quarter of fiscal 2004 when compared to
the same period in the prior year.  These decreases are offset by
an increase of $192,000 of research and development expenses for
our heavy truck and transit bus product lines.

Net income allocable to common shareholders increased to
$1,090,000 for the first quarter of fiscal 2004 from $246,000 in
last year's corresponding quarter.  Included in fiscal 2004's
first quarter income allocable to common shareholders is a loss of
$164,000 from discontinued operations.  In fiscal 2003's first
quarter the loss from discontinued operations was $49,000.
Interest expense on debt declined to $21,000 in the first quarter
of fiscal 2004 as a significant portion of our bank debt was paid
down early in the quarter with the proceeds from the sale of our
passenger car and light truck product lines.

At December 31, 2003, Williams Controls' balance sheet shows a
total shareholders' equity deficit of about $16 million.

Williams Controls' Board Chairman Gene Goodson stated, "there are
several positive factors for Williams at this time.  The market
for heavy trucks in North America appears to be improving, which
is evidenced by our increased sales volume during the quarter to
our customers in those markets."  He continued, "we have concluded
the sale of our passenger car and light truck product lines which
has eliminated the operating losses we were sustaining from these
product lines and has allowed us to focus on our core heavy truck
business."  

Mr. Goodson concluded, "Financially, we are stronger than we have
been in several years and very well positioned to take advantage
of opportunities as they arise.  With the proceeds from the sale
of our passenger car and light truck product lines we have been
able to pay down most of our bank debt and pay previously accrued
dividends on our Series A-1 Preferred Stock."

Williams Controls is a designer, manufacturer and integrator of
sensors and controls for the motor vehicle industry.  For more
information, you can find Williams Controls on the Internet at
http://www.wmco.com/


* Three Sheppard Mullin Attorneys Elected to Partnership
--------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP elevated three of its
attorneys to partner.

The three new partners are Ted C. Lindquist III, Aaron J. Malo and
Brette S. Simon.

"Each of these attorneys will be a strong addition to the
partnership. They exemplify what Sheppard Mullin is all about --
providing the highest quality legal work, superior client service,
and exceptional value," said Guy Halgren, Chair of the Executive
Committee. "We are very proud to have them as our partners," he
added.

Ted C. Lindquist III, 37, is in the Business Trial and Financial
Institutions Litigation Practice Groups and is resident in the
firm's San Francisco office. He has extensive experience
litigating individual and class action cases involving breach of
contract and warranty, unfair competition, business torts, product
and premises liability, and commercial unlawful detainer and
related landlord/tenant issues. He has successfully argued appeals
before both the Ninth Circuit Court of Appeals and the California
Court of Appeal. Mr. Lindquist received his JD from Golden Gate
University in 1995, where he was a member of the Golden Gate
University Law Review, and his undergraduate degree from
California State University at Long Beach in 1991.

Aaron J. Malo, 34, in the Finance and Bankruptcy Practice Group in
Orange County, specializes in creditors' rights issues. He
primarily represents lending institutions, financial services
corporations, equipment lessors and landlords. He has extensive
experience in all aspects of bankruptcy proceedings and regularly
tries cases in both state and federal courts. Prior to joining the
firm, Mr. Malo interned with the Federal Trade Commission's Bureau
of Economics and the Securities and Exchange Commissions' Division
of Enforcement. Mr. Malo received his law degree from the
University of California, Hastings College of Law in 1995 where he
served as managing editor of the Hastings International and
Comparative Law Review. He received his undergraduate degree in
public policy, with honors, from Stanford University in 1992.

Brette S. Simon, 32, in the Corporate Practice Group, represents
clients in public and private mergers, tender offers, consent
solicitations, leveraged recapitalizations, stock and asset
purchase and sale transactions and securities offerings. She also
advises companies and investors in debt and equity venture capital
financings and has structured numerous joint venture transactions.
Ms. Simon has spoken at numerous seminars and has published almost
two dozen articles on various corporate law issues.

Ms. Simon received her law degree from the University of
California, Los Angeles, in 1994, where she ranked first in her
graduating class, was Order of the Coif, and served as Editor of
the UCLA Law Review. She received her undergraduate degree in
Quantitative Economics and Decision Sciences from the University
of California, San Diego in 1991, graduating magna cum laude and
Phi Beta Kappa. She is a member of both the California and
District of Columbia bars, and is a member of the Executive
Committee of the Business and Corporations Section of the Los
Angeles County Bar Association. She also serves on the UCLA School
of Law Alumni Board of Directors.

Sheppard Mullin has more than 400 attorneys among its eight
offices in Los Angeles, San Francisco, Orange County, San Diego,
Santa Barbara, West Los Angeles, Del Mar Heights, and Washington,
D.C. The full-service firm provides counsel in Antitrust and Trade
Regulation; Business Litigation; Construction, Environmental, Real
Estate and Land Use Litigation; Corporate; Entertainment and
Media; Finance and Bankruptcy; Financial Institutions; Government
Contracts and Regulated Industries; Healthcare; Intellectual
Property; International; Labor and Employment; Real Estate, Land
Use, Natural Resources and Environment; Tax, Employee Benefits,
Trusts and Estates; and White Collar and Civil Fraud Defense. The
Firm celebrated its 75th anniversary in 2002.


* Perry Beaumont Joins Fitch Risk Team as Managing Director
-----------------------------------------------------------
Fitch Risk appoints Perry Beaumont as a Managing Director within
Fitch Risk Advisory. In joining Fitch Risk, Mr. Beaumont will
assume responsibilities for developing the Fitch Risk Advisory
practice in North America. With seventeen years of experience in
senior management roles in business strategy and risk management,
Mr. Beaumont brings a diverse set of skills that complement Fitch
Risk Advisory's client business.

'Fitch Risk is very excited about the addition of Perry to our
Advisory team,' said Christopher Lewis, Managing Director, Global
Head of Fitch Risk Advisory. 'Perry's unique combination of
technical risk modeling expertise and strategic management
experience will be highly valued by our North American clients.'

Mr. Beaumont's professional achievements have been recognized by
such entities as Global Finance Magazine, Institutional Investor,
the Chicago Board of Trade, and the Bank of England. He is the
author of two texts and numerous articles on financial engineering
and credit risk - areas of immediate focus for Fitch Risk. Mr.
Beaumont will be based in Greenwich, Connecticut.

Fitch Risk Advisory offers enterprise risk management and
consulting services to the financial services industry in North
America and Europe. Fitch Risk Advisory is a leader in developing
and implementing cutting-edge risk solutions that expand the
boundaries of risk theory. Fitch Risk Advisory consultants are
disciplined practitioners of risk management, offering practical
consulting solutions for clients in all areas of market, credit,
operational and business risk.

Fitch Risk delivers the best in risk technologies and enterprise
risk advisory services in the realm of market, credit and
operational risk. Fitch Risk is an affiliate of Fitch Ratings and
a subsidiary of Fimalac, S.A., an international business support
services group headquartered in Paris, France. Fitch Risk has
offices in New York, London and Greenwich, CT. For further
information, visit http://www.fitchrisk.com/

                          *********

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 ***