---

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

           Friday, February 13, 2004, Vol. 8, No. 31

                          Headlines

ADELPHIA COMMS: Equity Committee Wants Lenders' Claims Disallowed
AES CORP: Fitch Rates $500 Million New Senior Debt Issue at B
AGCO CORPORATION: Implements New Organization Structure
AHOLD: Divesting BI-LO & Bruno Grocery Chains to Reduce Debt
AIR CANADA: Reports January 2004 Traffic Figures

ALARIS MEDICAL: Moody's Upgrades Senior Debt to Ba3 from B1
ALLIANT TECHSYSTEMS: S&P Affirms BB- Corporate Credit Rating
ALLIANT TECHSYSTEMS: $250M Convertible Note Gets S&P's B Rating
AMERICAN FINANCIAL: Calls Trust Pref. Securities for Redemption
AMF BOWLING: Majority of 13% Noteholders Accept Indenture Changes

AMR CORP.: Offers $300 Million of 4.5% Convertible Notes Due 2024
AMR CORP: S&P Assigns Junk Rating to New $300-Mil. Senior Notes
ARGOSY GAMING: Tender Offer Set to Expire on February 27, 2004
ASBURY AUTOMOTIVE: Delays Reporting Q4 Results to Feb. 26
AUBURN FOUNDRY: Case Summary & 20 Largest Unsecured Creditors

BAM! ENTERTAIMENT: Appealing Nasdaq's Delisting Determination
BEAR STEARNS: Fitch Affirms Ratings for Series 2001-TOP2 Notes
BEATON HOLDING: Case Summary & 48 Largest Unsecured Creditors
BLACK GOLD DRILLING: Case Summary & 5 Largest Unsecured Creditors
CASE FINANCIAL: Auditors Raise Going Concern Doubts

CEDRIC KUSHNER: Recurring Losses Prompt Going Concern Uncertainty
COEUR D' ALENE: Redeems Remaining $9.6 Million 7-1/4% Debentures
CONCENTRA OPERATING: Posts Increased Revenues in Fourth Quarter
CYBEX INTL: December 2003 Working Capital Deficit Tops $4.5 Mil.
DELACO COMPANY: Case Summary & 20 Largest Unsecured Creditors

DELPHAX TECH: E&Y Doubts Ability to Continue as Going Concern
DII INDUSTRIES: Insurers Denied Standing in Bankruptcy Cases
DISTRIBUTED POWER: Intends to Develop New Business Plan This Year
DOCK INC: Case Summary & 15 Largest Unsecured Creditors
DORSET CDO: Fitch Ratchets Junk Ratings on Classes A & B Notes

DT INDUSTRIES: Continues Negotiations to Address Loan Defaults
ELITE MODEL: NY Unit Files for Bankruptcy to Combat Litigation
ELITE MODEL: Chapter 11 Case Summary & Largest Unsecured Creditors
ENCOMPASS: Resolves Claims Dispute with Teachers Insurance
ENRON CORP: Resolves Claims Dispute with AMEC Entities

ENVOY COMMS: Inks Share Underwriting Agreement with Canaccord
FALCON PRODUCTS: Restructures Senior Credit Facility
FAIRFAX: Fitch Says Ratings Unaffected by 4th Quarter Results
FISHER SCIENTIFIC: S&P Revises Low-B Ratings' Outlook to Negative
FOAMEX INTERNATIONAL: Elects Raymond E. Mabus as Board Chairman

FRONTIER OIL: Reports Improved Fourth Quarter Results
GLOBAL CROSSING: Court Gives Go-Signal for IMPSAT Settlement Pact
GROSVENOR ORLANDO: Section 341(a) Meeting Scheduled for March 1
HAWAIIAN AIRLINES: Boeing Capital & Corporate Recovery File Plan
HAYES LEMMERZ: Closes Primary & Secondary Common Stock Offering

IMAX CORP: Closes $20-Mil. Credit Facility with Congress Financial
KNOX COUNTY: Case Summary & 20 Largest Unsecured Creditors
LES BOUTIQUES: Sells Lingerie Shops to Ace Style for $1.2MM+
LTV CORP: Copperweld Tubing Objects to Lumbermens' Bond Claim
LUCENT TECH: Fitch Ups Ratings with Co.'s Return to Profitability

MARY MCCLELLAN: US Trustee Schedules March 8 Sec. 341(a) Meeting
MEDISOLUTION: Closes $1M Contract with Six Quebec Health Centers
MINORPLANET SYSTEMS: Appeals Nasdaq's Delisting Notification
MIRANT CORP: Enters Into Compromise with Tennessee Gas
MTS INCORPORATED: Has Until April 24, 2004 to File Schedules

NORTEL: Creates New Core Interoperability Lab in North Carolina
NRG ENERGY: Court Okays $4 Million Kroll Zolfo Consummation Fee
ON COMMAND CORP: Acquires Hotel Cable Network Company
ONSPAN NETWORKING: Must Obtains Additional Financing to Fund Ops.
OWENS CORNING: Gets Clearance to Assume Amended US Borax Agreement

PARMALAT: AFLAC Discloses $257 Million Pre-Tax Investment Loss
PG&E NATIONAL: NEG Debtor Files 2nd Amended Plan & Disc. Statement
PHOTOCHANNEL: Brings-In Kent Thexton as New Board Director
PILLOWTEX CORP: Demands Target Entities Pay $2.4-Mil. Obligation
PRIMUS: Acquiring AOL/7's Internet and Interactive Businesses

PROLOGIC MANAGEMENT: Has Until March 2 to File Schedules
PRUSSIA ASSOCIATES: Has Until February 25 to File Schedules
QUINTEK: Airs Plan to Create Mass Storage Solutions for Customers
QWEST COMMS: Inks New Contract with Peterson Air Force Base
RELIANCE GROUP: Liquidator Seeks Approval of First Claims Report

RESI FINANCE: S&P Takes Rating Actions on Series 2003-A Notes
RESPONSE BIOMED: Turns to Trout Group for Investor Relations Work
SAFETY-KLEEN CORP: District Court Fines Former Officers for Fraud
SALTON INC: S&P Lowers Ratings & Maintains Negative Outlook
SELECT MEDICAL: Board Declares Quarterly Cash Dividend

SOLUTIA: Committee Gets Nod to Implement Screening Wall Protocol
STELCO: Obtains $75 Million CCAA Financing Commitment from Lenders
TITAN: Commences Exchange Offer for 8% Senior Subordinated Notes
TYCO INTL: Promotes Judith Reinsdorf to VP & Corporate Secretary
US AIRWAYS: Plans to Invest $2.7 Mil to Improve Customer Service

WORLDCOM/MCI: Wants 60 More Days to Implement Chapter 11 Plan
WORLD HEART: Discloses Preliminary Unaudited Results for 2003
YUM! BRANDS: Reports Record Earnings Per Share in 2003

* BOOK REVIEW: Landmarks in Medicine - Laity Lectures
        of the New York Academy of Medicine

                          *********

ADELPHIA COMMS: Equity Committee Wants Lenders' Claims Disallowed
-----------------------------------------------------------------
Adelphia Communications' Official Committee of Equity Security
Holders objects to all claims made, or to be made, by or on behalf
of certain banks.  These Banks are named as defendants in an
adversary proceeding filed by the ACOM Debtors and the Official
Committee of Unsecured ACOM Creditors.  The Equity Committee is an
intervenor in the action.  

Peter D. Morgenstern, Esq., at Bragar Wexler Eagel & Morgenstern,
LLP, in New York, states that all of the Banks' claims should be
disallowed in their entirety on the ground that the debts the
Debtors purportedly owed to the Banks, and the Banks' purported
security interests in the Debtors' assets, are the products of
certain of the Banks' active participation in one of the largest
frauds in American corporate history.  Mr. Morgenstern contends
that the Banks' claims are unenforceable under applicable law and
should be disallowed.

Mr. Morgenstern relates that, after the Equity Committee and the
Creditors Committee's months of investigation into the Banks'
knowledge of, and participation in, the fraud that ultimately
resulted in the Debtors' filing of these Chapter 11 bankruptcy
cases, the Debtors and the Official Committees entered into a
stipulation setting forth their agreement that:

   (1) the Creditors Committee should be granted permission to
       commence an Adversary Proceeding to assert certain claims
       against the Banks on the Debtors' behalf; and

   (2) the Equity Committee should be granted leave to intervene
       in that Adversary Proceeding.

As a product of its investigation and analysis of potential
claims against the Banks, the Equity Committee identified certain
claims not included in the Creditors Committee's Adversary
Complaint.  On July 31, 2003, after making a demand on the
Debtors to bring those additional claims, the Equity Committee
filed a request for permission to bring the additional claims on
the Debtors' behalf.  Attached to that request is the Equity
Committee's proposed Intervenor Complaint, which sets forth:

   (1) the factual allegations on which the Equity Committee
       bases its claims;

   (2) causes of action the Equity Committee adopts from the
       Creditors Committee's Adversary Complaint; and

   (3) the additional causes of action that the Equity Committee
       seeks to assert on the Debtors' behalf.

                      The Banks' Wrongdoings

The Equity Committee's Intervenor Complaint sets forth in detail
the ways in which each of the Banks was an active and essential
participant in the fraud that enabled the Rigases and the Banks
to misappropriate billions of dollars of the Debtors' assets.  

Without limiting the allegations on which the Equity Committee
bases its objections to the Banks' Claims, Mr. Morgenstern
asserts that the Banks' Claims should be disallowed for these
reasons:

   (1) Certain of the Banks played central and essential roles in
       approving, implementing, funding and participating in the
       highly unusual -- and inherently fraudulent --
       Co-Borrowing Credit Facilities, which lumped into
       "borrowing groups" certain of the Debtors together with
       private entities owned or controlled by members of the
       Rigas family.  The Structures permitted the Rigases to
       borrow funds against the Debtors' credit for their own
       private purposes and were designed to make the Debtors
       liable to repay the Rigases' personal debts;

   (2) Certain of the Banks knew that substantial portions of the
       amounts due under the Co-Borrowing Facilities were held
       "off-balance sheet," yet they did not disclose that and
       other crucial information when obligated to do so;

   (3) Certain of the Banks knew of, and participated in, the
       Rigases' use of the Debtors' credit to purchase the
       Debtors' equity securities, and thus knew that, contrary
       to their public statements, the Rigases were not
       "deleveraging" Adelphia when they purchased Adelphia
       stock;

   (4) Wachovia Bank, N.A., furthered the fraud by maintaining
       the Debtors' "Cash Management System," a centralized
       accounting system that enabled the Rigases to exercise
       control over the Debtors' and the Rigas family's funds.  
       Proceeds from the Co-Borrowing Credit Facilities as
       well as from all other sources, like revenues from
       operations, equity and debt offerings, and sales of assets
       were all funneled into the Cash Management System.  It was
       through this central account that the Rigases transferred,
       with the use of mere journal entries, enormous sums of
       money from the Debtors to themselves and their own
       companies;

   (5) Certain of the Banks' investment banking affiliates --
       Salomon Smith Barney, Banc of America Securities, Wachovia
       Securities, Chase Securities and BMO Nesbitt Burns --
       breached contractual duties, or were negligent, in
       connection with one or more of Adelphia's public offerings
       pursuant to contracts with Adelphia; and

   (6) The Debtors' obligations to the Banks arose directly from
       the Rigases' fraud and certain of the Banks' knowledge of
       and participation in that fraud.  Thus, the Banks' claims
       are unenforceable under applicable law, and should be
       disallowed.

Accordingly, the Equity Committee asks the Court to disallow all
of the Banks' Claims. (Adelphia Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AES CORP: Fitch Rates $500 Million New Senior Debt Issue at B
-------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to The AES Corp.'s $500
million 7.75% new issue of senior unsecured notes due on March 1,
2014. The proceeds of the new issue will be used to repay $500
million of the term loan under its senior secured credit
facilities which mature on July 31, 2007. Fitch has also affirmed
the existing ratings of AES, as listed below. The Rating Outlook
is Stable.

     AES

        -- Senior secured bank debt 'BB';

        -- Senior secured notes collateralized by first priority
           lien 'BB';

        -- Senior secured notes collateralized by second priority
           lien 'B+';

        -- Senior unsecured debt 'B';

        -- Senior and junior subordinated debt 'B-'.

     AES Trust III

        -- Trust preferred convertibles 'CCC+'.

     AES Trust VII

        -- Trust preferred convertibles 'CCC+'.

The AES Corp., founded in 1981, is among the world's largest power
developers. It generates and distributes electricity and is also a
retail marketer of heat and electricity. AES owns or has an
interest in 182 plants, with more than 63,000 megawatts, in 31
countries and also distributes electricity in 11 countries through
21 distribution companies.


AGCO CORPORATION: Implements New Organization Structure
-------------------------------------------------------
AGCO Corporation (NYSE: AG), a worldwide designer, manufacturer
and distributor of agricultural equipment, announced that in
recent weeks it had instituted a new matrix management structure
within the company that is designed to improve operating focus and
procedural control and to identify and develop candidates for
succession requirements.   

The approach provides for both operating control of sales,
manufacturing, and engineering by geographical brand, and
functional supervisory responsibility on a worldwide basis.  The
dual management system is expected to provide increased focus on a
given brand in a specific regional market, while the functional
management provides expertise and coordination of specific
technical responsibilities such as manufacturing, engineering,
material management, product development, sales and marketing, and
finance on a global basis.
    
This organization provides more specific authority and
responsibility to enhance control procedures, brand market
development and cooperation in coordinating the various worldwide
assets of the company.  In addition, the arrangement provides the
opportunity for human resource development with hands on
experience in an operating environment.

To facilitate this change, the company announced that James
Seaver, previously Senior VP Sales & Marketing Worldwide, would
reduce the focus of his responsibility to Senior VP and General
Manager, Americas, which would include North America, South
America and the East Asia & Pacific regions.  In a similar
position, the company named Gary Collar, Senior VP and General
Manager of the Europe, Africa & Mid East region (EAME).  Mr.
Collar previously served as VP of Market Development in the
Challenger group.  Also, Randy Hoffman was named Senior VP and
General Manager of the Challenger Division, as a worldwide
responsibility, which includes the Challenger brand, Applications
Equipment, and the Jackson factory. These individuals report to
the President & CEO.
    
Regionally, Normelio Ravanello was named VP, Managing Director of
Massey- Ferguson, South America, which includes the Canoas and
Santa Rosa factories, and Jouko Tommila was named VP, Managing
Director of Valtra, South America, which includes the Mogi das
Cruzes factory.  Mr. Ron Hess was named VP, General Manager of
North America, which includes all brands in that region including
the Hesston factory.  Mr. Warwick McCormick remains Managing
Director of the East Asia & Pacific region, which is a
distribution responsibility for all brands, except Challenger. All
of these individuals report to Mr. Seaver.
    
In Europe, Steve Wood was named VP, Managing Director of Massey-
Ferguson, EAME, which includes the Randers and Beauvais factories;
Hermann Merschroth was named VP, Managing Director of Fendt, EAME,
which includes the Marktoberdorf and Baumenheim factories; and
Ilkka Hakala was named VP, Managing Director of Valtra, EAME,
which includes the Suolahti factory and the Sisu Diesel business.  
These individuals report to Mr. Collar.

Concurrently, the Application Equipment Division (the sprayer
business) was merged into the Challenger Division with Alistair
McLelland assuming a new position as Vice President, Challenger
Business Development, replacing Gary Collar; and, Richard Rose was
named Vice President, General Manager of the Applications Group,
replacing Alistair McLelland.  These individuals report to Mr.
Hoffman.

From a functional point of view the senior staff will continue
with Garry Ball as Senior VP Engineering, Frank Lukacs as Senior
VP Manufacturing & Quality, David Caplan as Senior VP Materials
Management and Dexter Schaible as Senior VP Product Development.  
These individuals also report to the President & CEO.
    
Mr. Robert Ratliff, Chairman, President & CEO commented, "The new
structure has been planned for implementation with the conclusion
of the Valtra acquisition, and represents a new approach to
successfully developing the multiple brand strategy, globally.  In
addition, the structure provides increased emphasis and assurance
that procedural control is maintained, while it also provides for
the training and development of senior management requirements in
the future."

The Board of Directors has been developing a long-term succession
plan since the tragic loss of two executives in a plane crash in
2002.  The addition of a Senior VP of Materials Management last
fall and this organizational change are all part of the succession
plan which will be fully implemented in 2004.

AGCO Corporation, headquartered in Duluth, Georgia, is a global
designer, manufacturer and distributor of agricultural equipment
and related replacement parts.  AGCO products are distributed in
over 140 countries.  AGCO offers a full product line including
tractors, combines, hay tools, sprayers, forage, tillage equipment
and implements through more than 8,600 independent dealers and
distributors around the world.  AGCO products are distributed
under the brand names AGCO(R), Agco Allis(R), AgcoStar(R),
Challenger(R), Farmhand(R), Fendt(R), Fieldstar(R), Gleaner(R),
Glencoe(R), Hesston(R), LOR*AL(R), Massey- Ferguson(R), New
Idea(R), Rogator(R), SISU(TM) Diesel, Soilteq(TM), Spra-
Coupe(R), Sunflower(R), Terra-Gator(R), Tye(R), Valtra(R),
White(TM), and Willmar(R).  AGCO provides retail financing through
AGCO Finance in North America and through Agricredit in the United
Kingdom, France, Germany, Ireland, Spain and Brazil.  In 2003,
AGCO had net sales of $3.5 billion. Visit
http://www.agcocorp.com/.

                       *    *    *

As reported in the Troubled Company reporter's January 9, 2004
edition, Standard & Poor's Rating Services assigned its 'BB+'
senior secured bank loan rating, the same level as the corporate
credit rating, to AGCO Corp.'s $750 million senior secured bank
credit facility and placed the new rating on CreditWatch with
negative implications.

At the same time, Standard & Poor's assigned its recovery rating
of '2' to the bank credit facility, indicating substantial
recovery of principal (80%-100%) in the event of a default. The
'BBB-' rating on the previous bank credit facility was withdrawn.
     
At the same time, Standard & Poor's said that the 'BB+' corporate
credit and all other ratings on AGCO will remain on CreditWatch
with negative implications, where they were placed on Sept. 10,
2003.


AHOLD: Divesting BI-LO & Bruno Grocery Chains to Reduce Debt
------------------------------------------------------------
Ahold intends to divest its BI-LO and Bruno's subsidiaries, two of
the leading supermarket chains in the Southeast region of the
United States.

The intended divestment of BI-LO and Bruno's is part of Ahold's
strategy to optimize its portfolio and to strengthen its financial
position by reducing debt. Ahold has made a strategic decision to
focus its efforts on its remaining U.S. food retail operations,
including Stop & Shop, Giant-Landover, Giant-Carlisle, Tops, and
Peapod, positioning those companies for growth. Ahold has retained
William Blair & Company, LLC to assist in the sale process. Ahold
intends to complete the BI-LO and Bruno's divestment process in
2004.

Commenting on the announcement, Anders Moberg, Ahold President &
CEO said, "We believe that BI-LO and Bruno's are both powerful
brands and will have a bright future under new ownership. We hope
to identify buyers whose strategic priorities include further
strengthening these businesses to succeed in a competitive but
fast-growing marketplace."

Ahold USA President and CEO, Bill Grize commented: "We are
confident that this decision will position BI-LO and Bruno's for
long-term growth in their respective markets, with the intent of
creating more value for associates and customers."

Dean Cohagan, President and CEO of BI-LO and Bruno's said, "With
decades-long heritages of outstanding customer service, deep roots
in the communities we serve, experienced management teams and
strategically attractive store locations in one of the fastest-
growing regions of the United States, BI-LO and Bruno's are strong
businesses well-positioned to thrive in the years ahead. We are
confident that the BI-LO and Bruno's tradition of excellence will
be continued under new ownership."

BI-LO, headquartered in Mauldin, South Carolina, was acquired by
Ahold in 1977. The company operates 292 stores in South Carolina,
North Carolina, Georgia and Tennessee, with unaudited net sales in
2003 of USD 3,197 million. BI-LO employs approximately 27,000
associates.

Bruno's, based in Birmingham, Alabama, was acquired by Ahold in
2001. The company operates 178 stores in Alabama, Florida, Georgia
and Mississippi, with unaudited net sales in 2003 of USD 1,775
million. Bruno's employs approximately 14,500 associates.

                           *    *    *

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

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


AIR CANADA: Reports January 2004 Traffic Figures
------------------------------------------------
Air Canada mainline flew 1.1 percent more revenue passenger miles
in January 2004 than in January 2003, according to preliminary
traffic figures. Overall, capacity decreased by 1.2 percent,
resulting in a load factor of 72.0 percent, compared to
70.4 percent in January 2003; an increase of 1.6 percentage
points.

Jazz, Air Canada's regional airline subsidiary, flew 2.5 percent
less revenue passenger miles in January 2004 than in January 2003,
according to preliminary traffic figures. Capacity decreased by
2.6 percent, resulting in a load factor of 53.8 percent, compared
to 53.7 percent in January 2003; an increase of 0.1 percentage
points.

"January's overall mainline load factor of 72.0 percent was our
best load factor performance for the month, ever. System traffic
for January continued to strengthen, up 1.1 percent over the same
month last year. Demand on our domestic routes rose 1.5 percent on
better transcontinental and Maritimes/Newfoundland performance.
Our new service to Delhi, with an 89 percent load factor for
January, was the driving force behind the Pacific growth, while
the South American and leisure Sun destinations were also major
contributors to our positive overall traffic results," said Rob
Peterson, Executive Vice President and Chief Financial Officer.


ALARIS MEDICAL: Moody's Upgrades Senior Debt to Ba3 from B1
-----------------------------------------------------------
ALARIS Medical Systems Inc. (NYSE:AMI), developer of products for
the safe delivery of intravenous (IV) medications, said that its
corporate debt has been upgraded by Moody's Investors Service. The
company's Senior Secured Revolving Credit facility and Senior
Secured Term Loan B facility have been upgraded to Ba3 from B1.
ALARIS Medical Systems' Senior Subordinated Notes have been
upgraded to B2 from B3.

In announcing the upgrade, Moody's said, in part, "Moody's based
its action on the company's successful restructuring combined with
the faster than anticipated plan for permanent debt reduction over
the next several years."

As a result of the Moody's upgrade and a December 2003 amendment
to the company's credit agreement, the interest rate ALARIS
Medical Systems pays on the Term Loan B facility will be
immediately reduced by 25 basis points to LIBOR plus 2.25. The
company estimates that this will save approximately $375,000 in
interest payments for the balance of 2003.

                About ALARIS Medical Systems Inc.

ALARIS Medical Systems Inc. develops and markets products for the
safe delivery of intravenous (IV) medications. The company's IV
medication and infusion therapy delivery systems, software
applications, needle-free disposables and related monitoring
equipment are marketed in the United States and internationally.
ALARIS Medical Systems' "smart" pumps, with the proprietary
Guardrailsr Safety Software, help to reduce the risks and costs of
medication errors, help to safeguard patients and clinicians and
gather and record clinical information for review, analysis and
interpretation. The company provides its products, professional
and technical support and training services to over 5,000 hospital
and health care systems, as well as alternative care sites, in
more than 120 countries through its direct sales force and
distributors. With headquarters in San Diego, ALARIS Medical
Systems employs approximately 3,000 people worldwide. Additional
information on ALARIS Medical Systems can be found at
http://www.alarismed.com/.


ALLIANT TECHSYSTEMS: S&P Affirms BB- Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Alliant Techsystems Inc. The
ratings are removed from CreditWatch, where they were placed on
Jan. 28, 2004. The outlook is stable. Alliant currently has around
$800 million of debt outstanding.

"The affirmation reflects expectations of an appropriate financial
profile after the pending $215 million debt-financed acquisition
of Mission Research Corp.," said Standard & Poor's credit analyst
Christopher DeNicolo. Although Alliant's debt to capital will
increase to almost 70% pro forma for the acquisition, from around
60% at Dec. 28, 2003, most other financial measures are likely to
remain fairly stable.

The ratings on Edina, Minnesota-based Alliant reflect a somewhat
aggressively leveraged balance sheet and an active acquisition
program, but benefit from its leading market positions and
increases in defense spending. The company is the leading
manufacturer of solid rocket motors for space launch vehicles and
strategic missiles and is second in the market for tactical
missiles. In addition, Alliant is the largest provider of small-
caliber ammunition to the U.S. military and has strong positions
in tank and other types of ammunition. MRC develops advanced
technologies that address national security and homeland defense
requirements, including directed energy, electro-optical and
infrared sensors, and aircraft sensor integration, with $170
million to $180 million in annual revenues. Alliant plans to use
its resources and experience with large government contracts to
leverage the technologies developed by MRC in future programs. The
acquisition is expected to close in March 2004.

Alliant's revenues have more than doubled since 2000 due mostly to
a series of acquisitions, which have also improved product and
program diversity. Recent acquisitions have focused on the high-
priority precision-guided munitions area, resulting in Alliant
being awarded a $223 million development contract for the Navy's
Advanced Anti-Radiation Guided Missile. This contract is
significant as it is the first time Alliant was named the prime
contractor for a major missile system. The company's ammunition
business is expected to benefit from government funding to
replenish stocks used in Iraq and Afghanistan. The firm's long-
lived programs and healthy funded backlogs ($3 billion at Dec. 28,
2003) provide a high level of predictability to revenues and
profits. Alliant also produces the Reusable Solid Rocket Motors
for the Space Shuttle program, production of which has been slowed
due to the Columbia accident in February 2003. However, revenues
from the program have not been materially affected as NASA has
continued test and development work to retain the experienced
employee base. It is still too early to assess the impact of
President Bush's proposed missions to the Moon and Mars, but
Alliant is well positioned to participate in any future manned
space launch vehicle program.


ALLIANT TECHSYSTEMS: $250M Convertible Note Gets S&P's B Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Alliant Techsystems Inc.'s proposed $250 million convertible
subordinated notes due 2024. The notes will be sold via SEC Rule
144A with registration rights and have a $30 million over-
allotment option. The proceeds will be used to finance the pending
acquisition of Mission Research Corp., which is reported
to cost between $210 million and $230 million. At the same time,
Standard & Poor's affirmed its ratings, including the 'BB-'
corporate credit rating, on the propulsion and munitions supplier.
The outlook is stable. Alliant will have over $1 billion in debt
outstanding, including the new notes.

"The ratings on Edina, Minnesota-based Alliant reflect a somewhat
aggressively leveraged balance sheet and an active acquisition
program, but benefit from its leading market positions and
increases in defense spending," said Standard & Poor's credit
analyst Christopher DeNicolo. The company is the leading
manufacturer of solid rocket motors for space launch vehicles and
strategic missiles and is second in the market for tactical
missiles. In addition, Alliant is the largest provider of small-
caliber ammunition to the U.S. military and has strong positions
in tank and other types of ammunition. MRC develops advanced
technologies that address national security and homeland defense
requirements, including directed energy, electro-optical and
infrared sensors, and aircraft sensor integration, with $170
million to $180 million in annual revenues. Alliant plans to use
its resources and experience with large government contracts to
leverage the technologies developed by MRC in future programs. The
acquisition is expected to close in March 2004.

Alliant's debt to capital will increase to almost 70% pro forma
for the MRC acquisition, from around 60% at Dec. 28, 2003. In
combination with the convertible notes offering, Alliant plans to
repurchase $75 million of common stock.

Revenues have more than doubled since 2000 due mostly to a series
of acquisitions, which have also improved product and program
diversity. Recent acquisitions have focused on the high-priority
precision-guided munitions area, resulting in Alliant being
awarded a $223 million development contract for the Navy's
Advanced Anti-Radiation Guided Missile. This contract is
significant as it is the first time Alliant was named the prime
contractor for a major missile system. The company's ammunition
business is expected to benefit from government funding to
replenish stocks after the war in Iraq. The firm's long-lived
programs and healthy funded backlogs ($3 billion at Dec. 28, 2003)
provide a high level of predictability to revenues and profits.
Alliant also produces the Reusable Solid Rocket Motors for the
Space Shuttle program, production of which has been slowed due to
the Columbia accident in February 2003. However, revenues from the
program have not been materially affected as NASA has continued
test and development work to retain the experienced employee base.
It is still too early to assess the impact of President Bush's
proposed missions to the Moon and Mars, but Alliant is well
positioned to participate in any future manned space launch
vehicle program.

Satisfactory profitability and cash flows from existing programs
and the contributions from MRC are expected to enable Alliant to
maintain an overall credit profile consistent with current ratings
despite somewhat higher leverage.


AMERICAN FINANCIAL: Calls Trust Pref. Securities for Redemption
---------------------------------------------------------------  
American Financial Group, Inc. (NYSE: AFG) announced that it has
called for redemption all of the 9-1/8% trust preferred securities
issued by its wholly-owned subsidiary trust, American Financial
Capital Trust I (NYSE: AFG_pt).  The trust preferred securities
will be redeemed on March 5, 2004 at a price of $25.00, plus
accrued and unpaid distributions of approximately $.32 per share.  
There are currently $95.5 million principal amount of the
preferred securities outstanding.
    
The funds to be used for this redemption are part of the net
proceeds from the Company's recent offering of 7-1/8% Senior
Debentures due February 3, 2034.
    
Through the operations of Great American Insurance Group, AFG
(A.M. Best, bb+ Preferred Securities Rating) is engaged primarily
in property and casualty insurance, focusing on specialized
commercial products for businesses, and in the sale of annuities,
life and supplemental health insurance products.


AMF BOWLING: Majority of 13% Noteholders Accept Indenture Changes
-----------------------------------------------------------------
AMF Bowling Worldwide, Inc. announced that the holders of a
majority in principal amount of its outstanding 13% notes due 2008
(CUSIP 030985AG0), other than notes owned by AMF or its
affiliates, have validly tendered their notes and delivered their
consents to certain proposed amendments with respect to the notes,
which represents the receipt of the requisite consents necessary
to execute the supplemental indenture containing the proposed
amendments.  The purpose of the proposed amendments is to, among
other things, eliminate substantially all of the restrictive
covenants related to the notes.  These amendments will be
effective as to all of the 13% notes, including those 13% notes
that are not purchased in the tender offer, if and when the tender
offer is consummated.
    
On January 29, 2004, AMF commenced a tender offer to purchase all
of its outstanding 13% notes due 2008 and a solicitation to obtain
consents to amendments with respect to the notes.  The tender
offer is scheduled to expire at 5:00 p.m., New York City time, on
February 25, 2004, unless extended or terminated.  Under the terms
of the tender offer, AMF will purchase the outstanding notes from
holders at a total consideration determined by reference to a
fixed spread of 50 basis points over the yield to maturity of
the reference security, which is the United States Treasury 11/2%
Note due February 28, 2005 (CUSIP 91282BAV2), on the second
business day preceding the expiration date of the offer, plus
accrued interest.  The total consideration includes an amount
equal to $30.00 of the principal amount of each note, which
will be paid only for validly tendered notes and the related
consents tendered at or before 5:00 p.m., New York City time, on
February 11, 2004.

The tender offer is being consummated in connection with the
previously announced acquisition of AMF pursuant to a merger by
and among Kingpin Holdings, LLC, Kingpin Merger Sub, Inc., a
wholly owned subsidiary of Kingpin Holdings, LLC and AMF, whereby
Kingpin Merger Sub, Inc. will be merged with and into AMF with AMF
being the surviving corporation.  AMF expects to use funds raised
in connection with the acquisition through the issuance of equity
and debt securities to fund the tender offer.

Merrill Lynch & Co. is acting as dealer manager and solicitation
agent for the tender offer and consent solicitation.  The
information and tender agent is Bondholder Communications Group.


AMR CORP.: Offers $300 Million of 4.5% Convertible Notes Due 2024
-----------------------------------------------------------------
AMR Corp. (NYSE: AMR), the parent company of American Airlines,
Inc., priced a public offering of $300 million aggregate principal
amount of senior convertible notes due 2024 this week.  The sale
of the notes is expected to close today, 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.

                    About American Airlines

American Airlines is the world's largest carrier.  American,
American Eagle and the AmericanConnection(R) 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(TM) Alliance.


AMR CORP: S&P Assigns Junk Rating to New $300-Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
AMR Corp.'s $300 million senior convertible notes due 2024
(guaranteed by subsidiary American Airlines Inc.; both rated B-
/Stable/--), a Rule 415 shelf drawdown. The rating is two notches
below the corporate credit rating of AMR, because the large amount
of secured debt and leases relative to AMR's owned and leased
asset base places senior unsecured creditors in an essentially
subordinated position.

"The convertible note offering bolsters AMR's liquidity in advance
of heavy upcoming debt maturities and pension obligations," said
Standard & Poor's credit analyst Philip Baggaley. "The company
continues to make progress on narrowing losses, reflecting mostly
substantial labor cost concessions agreed in April 2003, and on
gradually restoring a weak financial profile," the credit analyst
continued.

The 'B-' corporate credit ratings on AMR Corp. and American
Airlines Inc. reflect a weak financial profile following several
years of huge losses, heavy upcoming debt and pension obligations,
and participation in the competitive, cyclical, and capital-
intensive airline industry. An improved cost structure following
substantial labor concessions and adequate near-term liquidity are
positives. AMR's American Airlines Inc. subsidiary is the world's
largest airline, with solid market shares in the U.S. domestic,
trans-Atlantic, and Latin American markets, but a minimal
presence in the Pacific. American, like other large U.S. airlines,
has been under severe pressure since late 2000 due to industrywide
problems, and faces continuing pressure as low-cost, low-fare
competitors continue to expand, despite signs of gradually
improving passenger demand since the end of the Iraq war.

AMR reported a net loss of $111 million (including a $150 million
pretax gain on sale of investments, $164 million of benefits from
a tax settlement, a $302 million pretax aircraft write-down, and
other special items) for the fourth quarter ended Dec. 31, 2003,
dramatically better than the $529 million loss in the same period
of 2002, driven mostly by lower labor costs. The full-year net
loss was $1.2 billion, compared with a $2.5 billion net loss
before a special charge for the cumulative effect of an accounting
change in 2002. In the fourth quarter, AMR realized about $450
million of savings from the $1.8 billion of annualized concessions
agreed by American Airlines employees in April 2003. American
Airlines' operating cost per available seat mile, excluding
payments to regional affiliates and special items, of 9.5 cents,
was 12% below the figure for the fourth quarter of 2002 on a
comparable basis. Revenue per available seat mile also improved,
but remained weak in absolute terms, as is true for most airlines
in the current environment. The labor savings are in addition to
about $200 million of annual concessions from lessors and
suppliers and an ongoing program to lower other, nonlabor costs by
an eventual $2 billion annually (for a total of about $4 billion
of financial improvements), compared with pre-Sept. 11, 2001,
expenses. Still, all but about $200 million of these additional $2
billion of nonlabor savings were put in place by the end of 2003,
and management acknowledges that cost inflation will offset part
of expected future savings. AMR's balance sheet remains highly
leveraged, with a consolidated total of $21 billion of debt and
leases, plus substantial unfunded pension and retiree medical
obligations.

AMR's improving operating results and liquidity should enable it
to maintain credit quality consistent with its rating, despite
heavy financial obligations.


ARGOSY GAMING: Tender Offer Set to Expire on February 27, 2004
--------------------------------------------------------------
Argosy Gaming Company (NYSE: AGY) announced that, as of 5:00 p.m.,
New York City time, on February 11, 2004 (the "Early Tender
Date"), it had received tenders and related consents from holders
of approximately 94% of its outstanding 10-3/4% Senior
Subordinated Notes due 2009 pursuant to its Offer to Purchase and
Consent Solicitation dated as of January 30, 2004.  The Company
has received consents necessary to approve the proposed amendments
to the indenture under which the Notes were issued and has
accepted all Notes validly tendered prior to the Early Tender
Date.  Pursuant to its terms, the tender offer will remain open to
holders not participating in the consent solicitation until 11:59
p.m., New York City time, on Friday, February 27, 2004, unless
extended.  All conditions to the tender offer have been satisfied,
including the successful pricing on February 5, 2004 of the
Company's $350 million 7% Senior Subordinated Notes due 2014.

The total consideration to be paid for properly delivered consents
and for each $1,000 principal amount of Notes validly tendered and
accepted for payment is a price equal to $1,081.53 per $1,000
principal amount of Notes, plus accrued interest.  This includes a
consent payment of $35.00 per $1,000 principal amount of Notes to
holders that validly tendered their Notes prior to the Early
Tender Date.  Holders that validly tender their Notes after the
Early Tender Date and prior to the Expiration Date will receive
the total consideration less the consent payment, or $1,046.53 per
$1,000 principal amount of Notes, plus accrued interest.
    
In connection with the consent solicitation, the Company intends
to promptly enter a supplemental indenture to implement the
proposed amendments to the Notes indenture.

For additional information, contact:  Morgan Stanley (at
800-624-1808) the Dealer Manager for the tender offer, or
MacKenzie Partners, Inc., the Information Agent (banks and
brokers, call collect, 212-929-5500; all others call toll free,
800-322-2885).

Argosy Gaming Company is a leading owner and operator of six
casinos located in the central United States. Argosy owns and
operates the Alton Belle Casino in Alton, Illinois, serving the
St. Louis metropolitan market; the Argosy Casino- Riverside in
Missouri, serving the greater Kansas City metropolitan market; the
Argosy Casino-Baton Rouge in Louisiana; the Argosy Casino-Sioux
City in Iowa; the Argosy Casino-Lawrenceburg in Indiana, serving
the Cincinnati and Dayton metropolitan markets; and the Empress
Casino Joliet in Illinois serving the greater Chicagoland market.

                      *    *    *

As reported in the Troubled Company Reporter's February 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Argosy Gaming Co.'s proposed $350 million senior
subordinated  notes due 2014. Together with availability under the
company's existing revolving credit facility, proceeds will be
used to fund the planned repurchase of Argosy's outstanding 10.75%
senior subordinated notes due 2009.  

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

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


ASBURY AUTOMOTIVE: Delays Reporting Q4 Results to Feb. 26
---------------------------------------------------------
Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest
automotive retail and service companies in the U.S., announced
that it expects to release financial results for the fourth
quarter and full year ended December 31, 2003 on a date
no later than its originally scheduled release date of February
26, 2004.  The anticipated release date had previously been moved
up to February 11, 2004.

This postponement is necessary to provide the Company with
additional time to complete its annual assessment of goodwill and
other intangible assets related to the Company's Portland platform
as required by Statement of Financial Accounting Standard No. 142.  
If this assessment determines that there is impairment, it may
result in a material non-cash charge to income from continuing
operations.  Assuming no impairment associated with this
assessment, the Company remains comfortable with its previously
announced guidance of earnings per share from continuing
operations of $1.55 before giving effect to the previously
announced charge of $0.05 per share related to the termination of
the agreement to acquire the Bob Baker Auto Group.

Asbury Automotive Group, Inc. (S&P, BB- Corporate Credit Rating,
Stable), headquartered in Stamford, Connecticut, is one of the
largest automobile retailers in the U.S., with 2003 revenues of
$4.8 billion.  Built through a combination of organic growth and a
series of strategic acquisitions, Asbury now operates through nine
geographically concentrated, individually branded "platforms."
These platforms currently operate 99 retail auto stores,
encompassing 142 franchises for the sale and servicing of 35
different brands of American, European and Asian automobiles.
Asbury believes that its product mix includes one of the highest
proportions of luxury and mid-line import brands among leading
public U.S. automotive retailers.  The Company offers customers an
extensive range of automotive products and services, including new
and used vehicle sales and related financing and insurance,
vehicle maintenance and repair services, replacement parts and
service contracts.


AUBURN FOUNDRY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Auburn Foundry, Inc.
        635 West Eleventh Street
        Auburn, Indiana 46706

Bankruptcy Case No.: 04-10427

Type of Business: The Debtor produces iron castings for the
                  automotive industry and automotive aftermarket
                  industry and supplies the heavy truck industry
                  as well as light trailer components, appliance
                  parts and castings.
                  See http://www.auburnfoundry.com/

Chapter 11 Petition Date: February 8, 2004

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: John R. Burns (DM), Esq.
                  Mark A. Werling (TW), Esq.
                  Baker & Daniels
                  111 East Wayne Street, Suite 800
                  Fort Wayne, IN 46802
                  Tel: 260-424-8000
                  Fax: 260-460-2700

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Omnisource Corp-Tusco         Metal                   $2,936,562
2453 Hill Avenue
Toledo, OH 43607

Auburn City Utilities         Utility                 $1,719,374
P.O. Box 506
Auburn, IN 46706

Bank of America               Money loaned            $1,541,768
231 S. LaSalle St., 16th Fl
Chicago, IL 60697

GMAC Business Credit, LLC     Money loaned            $1,417,480
300 Galleria Officentre
Ste 110
Southfield, MI 48034

A.F. Europe, Inc.             Money loaned            $1,000,000
635 W. Eleventh St.
Auburn, IN 46706

DeKalb County, Indiana        Personal Property         $850,000
DeKalb County Assessor,       Taxes
Court House
100 South Main Street
Auburn, IN 46706

Citizens Gas & Coke           Trade debt                $592,015
Utilities
2020 North Meridian St.
Indianapolis, IN 46202

Dauber Company Inc.           Trade debt                $344,479
577 North 18th Road
Tonica, IL 61370

UNIMIN Corporation            Trade debt                $271,814
809 Myers Road
Archbold, OH 43502

DISA Industries Inc.          Trade debt                $205,128

Miller and Company            Trade debt                $177,858

R I Lampus Co.                Trade debt                $169,154

XRI Testing - Troy            Trade debt                $161,859

Fairmount Minerals            Trade debt                $146,009

MP Steel Indiana, LLC         Trade debt                $133,226

Ashland Chemical Co.          Trade debt                $129,552

Complete Drives Inc.          Trade debt                $124,871

Fire Protection Inc.          Trade debt                $120,517

Motion Industries             Trade debt                $115,840

Inductotherm Corp.            Trade debt                $107,202


BAM! ENTERTAIMENT: Appealing Nasdaq's Delisting Determination
-------------------------------------------------------------
BAM! Entertainment (Nasdaq: BFUN) announced that on February 10,
2004, it received a letter from the Nasdaq Listing Qualifications
Department indicating that the Company is subject to delisting
because of its failure to comply with Marketplace Rule
4320(e)(2)(B), which requires a minimum of (i) $2,500,000
stockholders' equity or (ii) a market capitalization of
$35,000,000 or (iii) net income of $500,000, unless the Company
requests a hearing prior to the opening of business on February
17, 2004.

The Company plans to request an oral hearing before the Nasdaq
Listing Qualifications Panel to review the determination reached
by the Nasdaq Listing Qualifications Department before February
17, 2004. The hearing is expected to be scheduled within 45 days
of the filing of the hearing request. Under applicable rules, the
hearing request will stay the delisting of the Company's
securities, pending a decision by the Nasdaq Panel. The Company
intends to present a plan to the Nasdaq Panel for achieving and
sustaining compliance with Marketplace Rule 4320(e)(2)(B), but
there can be no assurance the Nasdaq Panel will grant the
Company's request for continued listing. The Company is actively
pursuing various strategic alternatives with the goal of allowing
it to achieve such compliance. If delisted, the Company would
attempt to have its common stock traded in the over-the-counter
market via the Electronic Bulletin Board.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc. is a developer, publisher and marketer of
interactive entertainment software worldwide. The company
develops, obtains, or licenses properties from a wide variety of
sources, including global entertainment and media companies, and
publishes software for video game systems, wireless devices, and
personal computers. More information about BAM! and its products
can be found at the company's web site located at
http://www.bam4fun.com/.

BAM! Entertainment's September 30, 2003 balance sheet shows that
its total current liabilities outweighed its total current assets
by about $3.3 million, while its accumulated deficit ballooned to
about $61 million whittling down its total net capital to about
$1.6 million from about $3.2 million three months ago.


BEAR STEARNS: Fitch Affirms Ratings for Series 2001-TOP2 Notes
--------------------------------------------------------------
Fitch Ratings affirms the following Bear Stearns Commercial
Mortgage Securities Inc.'s commercial mortgage pass-through
certificates, series 2001-TOP2:

        -- $295.1 million class A-1'AAA';
        -- $529.7 million class A-2 'AAA';
        -- Interest-only classes X-1 and X-2 'AAA';
        -- $26.4 million class B 'AA';
        -- $30.2 million class C 'A';
        -- $10.1 million class D 'A-';
        -- $23.9 million class E 'BBB';
        -- $8.8 million class F 'BBB-';
        -- $16.4 million class G 'BB+';
        -- $6.3 million class H 'BB';
        -- $7.5 million class J 'BB-';
        -- $3.8 million class K 'B+';
        -- $5 million class L 'B';
        -- $2.5 million class M 'B-'.

Fitch does not rate the $10.1 million class N.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing.

Wells Fargo Bank, master servicer, provided year-end 2002
operating statements for 100% of the pool's outstanding balance.
The weighted average debt service coverage ratio for YE 2002
remains relatively unchanged at 1.57 times compared to 1.60x at
issuance for the same loans.

Currently there is one delinquent loan (2.6%) and four loans
(5.1%) in special servicing. The largest specially serviced and
only delinquent loan (90 days) is secured by a 179,073-square foot
(sf) five-year-old retail lifestyle center in Provo, Utah. The
special servicer is working with the borrower on potential workout
options.

As of the January 2004 distribution date, the pool's aggregate
certificate balance has decreased by 3% since closing, to $975.8
million from $1.01 billion. The certificates are collateralized by
140 fixed-rate mortgage loans, consisting primarily of office
(29.3% by balance), industrial (24.1%), and retail (21.9%)
properties, with concentrations in California (25.2%), New Jersey
(8.1%), and Illinois (7.8%).

Fitch reviewed the performance and underlying collateral of the
deal's four loans that Fitch considered as having investment-grade
credit characteristics at closing: Westin River North (5.6%), The
Summit at Westchester (1.9%), Mansfield Village Apartments (1.8%),
and Tech Ridge (1.5%). Of these loans, Fitch no longer considers
Westin River North to have investment-grade credit
characteristics. DSCRs for these loans were derived by using the
borrower net operating income (NOI) less Fitch underwritten
reserves and debt service payments based on the original balance
and stressed refinance constants.

Westin River North is a 424-room full-service hotel located in
Chicago, IL. Since origination, the property's performance has
deteriorated due to economic factors and the effects of Sept. 11.
The YE 2002 stressed DSCR has decreased to 1.16x, compared to
1.75x at origination. The Fitch year-to-date 2003 DSCR as of June
30, 2003 was 1.46x.

The Summit at Westchester is a 228,920-sf multi-tenant office
building located in Valhalla, NY. The loan benefits from a high-
quality tenant base and is currently 99% occupied. The Fitch YTD
2003 DSCR as of June 30, 2003 was 1.36x.

Mansfield Village Apartments is an 812-unit multi-family property
located in Mansfield, NJ. The YE 2002 stressed DSCR has increased
to 1.85x, compared to 1.71x at origination. The improved
performance is attributed to increased rental rates resulting from
renovations and improvements to the property. The Fitch YTD 2003
DSCR as of March 31, 2003was 1.53x.

Tech Ridge is a 340,076-sf industrial building located in Austin,
TX. The YE 2002 DSCR has increased to 2.13x, compared to 1.65x at
closing. The property is 100% occupied as of YE 2002, YE 2001, and
at closing. The borrower has not reported any 2003 statements.


BEATON HOLDING: Case Summary & 48 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Beaton Holding Company, L.C.
             5815 Council Street, Suite B
             Cedar Rapids, Iowa 52402

Bankruptcy Case No.: 04-00387

Debtors affiliate filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Beaton, Inc.                               04-00384
Gilbertson Restaurants, L.L.C.             04-00385
KC Beaton Holding Company, L.L.C.          04-00386

Type of Business: The Debtor owns a restaurant.

Chapter 11 Petition Date: February 10, 2004

Court: Northern District of Iowa (Cedar Rapids)

Judge: Paul J. Kilburg

Debtors' Counsel: Thomas Flynn, Esq.
                  Belin Lamson McCormick Zumbach Flynn
                  2000 Financial Center
                  Des Moines, Iowa 50309
                  Tel: 515-243-7100

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Beaton Holding Company, L.C. $10 M to $50 M     $10 M to $50 M
Beaton, Inc.                 $1 M to $10 M      $1 M to $10 M
Gilbertson Restaurants,      $1 M to $10 M      $1 M to $10 M
L.L.C.
KC Beaton Holding Company,   $1 M to $10 M      $1 M to $10 M
L.L.C.

A. Beaton Holding Company's 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
FL Recievables Trust 2002-A              $3,982,225
c/o GMAC Commercial Mortgage Corp.
5730 Glenridge Drive, Suite 104
Atlanta, GA 30328

US Bank                                  $2,000,000
Duane Strempke
520 Walnut Street
Des Moines, IA 50309

Platte Valley Bank of Missouri           $1,812,000
2400 NW Priarie View Road
Platte City, MO 64079

B. Beaton, Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
FL Recievables Trust 2002-A              $3,982,225
c/o GMAC Commercial Mortgage Corp.
5730 Glenridge Drive, Suite 104

US Bank                                  $2,000,000
Duane Strempke
520 Walnut Street
Des Moines, IA 50309

Platte Valley Bank of Missouri           $1,812,000
2400 NW Priarie View Road
Atlanta, GA 30328

Burger King Corporation                    $677,199
P.O. Box 790311
Saint Louis, MO 63179-0311

Reinhart Foodservice-Omaha                 $207,540

Reinhart Foodservice-Milwaukee             $165,642

Continental Western Group                   $57,159

True North Companies                        $25,632

Bradley Riley P.C.                          $21,455

Sara Lee Bakery Group                       $20,457

Cones Repair Service Inc.                   $19,775

Alliant Utilities                           $19,218

A-1 Disposal Service                        $17,596

Perry T. Beaton                             $17,393

Coca Cola Company                           $17,244

A'Hearn Plumbing & Heating                  $12,295

Star Companies                              $11,942

Nelson Electric Co., Inc.                    $9,892

DB Acoustics Incorporated                    $7,555

Midamerican Energy                           $7,431

C. Gilbertson Restaurants' 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
FL Recievable Trust 2002-A               $3,982,225
c/o GMAC Commercial Mortgage Corp.
5730 Glenridge Drive, Ste 104
Atlanta, GA 30326

Sauk Valley Bank & Trust Co.             $2,905,000
201 W. Third Street
Sterling, IL 61061

US Bank                                  $2,000,000
Duane Strempke
520 Walnut Street
Des Moines, IA 50309

Platte Valley Bank of Missouri           $1,812,000
2400 NW Priarie View Road
Platte City, MO 64079

Valley View Bank                           $745,000
7500 W. 95th St.
Overland Park, KS 66212

Burger King Corporation                    $331,307
P.O. Box 790311
Saint Louis, MO 63179-0311

Reinhart Foodservice                        $94,790

Donna C. Nash, Collector                    $36,078

Sandra Reeves, Collector                    $24,380

Elaine Wilson, Collector                    $12,720

Bethany Twp Collector                        $8,821

Earthgrains Baking Co's Inc.                 $8,090

Platte Valley Bank                           $3,318

Aquilla                                      $3,251

Missouri Gas Energy                          $2,695

Deb Daniel, Collector                        $1,561

City of Kearney, Annete Davis                $1,267

Harrison County Collector                      $870

Coca-Cola USA                                  $816

Ameripride                                     $532

D. KC Beaton Holding Company's 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Sauk Valley Bank & Trust Co.             $2,905,000
201 W. Third Street
Sterling, IL 61081

US Bank                                  $2,000,000
Duane Strempke
520 Walnut Street
Des Moines, IA 50309

James T. Brems, P.C.                           $575

Bradley & Riley, P.C.                          $522

Valley View Bank                               $438


BLACK GOLD DRILLING: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Black Gold Drilling Corporation
        1676 Dutch Creek Road
        Burkesville, Kentucky 42717

Bankruptcy Case No.: 04-10148

Type of Business: The Debtor offers drilling services and
                  exploration.

Chapter 11 Petition Date: February 4, 2004

Court: Western District of Kentucky (Bowling Green)

Judge: Joan L. Cooper

Debtor's Counsel: Scott A. Bachert, Esq.
                  Harned, Bachert & Denton, LLP
                  324 East 10th Street
                  P.O. Box 1270
                  Bowling Green, KY 42102
                  Tel: 270-782-3938

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Fuoco, LLC and Gilbert E. Futrell        $4,021,312
c/o Kenneth A. Meredith, II
316 East Main Street
P O Box 194
Bowling Green, KY 42102-0194

Keystone Drill Services, Inc.               $28,060

Jones, Walters, Turner & Shelton,           $14,000
PLLC

Thacker's Auto Parts, Inc.                   $1,475

Petty's Supply, Inc.                         $1,414


CASE FINANCIAL: Auditors Raise Going Concern Doubts
---------------------------------------------------
Case Financial Inc. provides funding to law firms involved in
personal injury litigation to cover the costs of expert witnesses,
accident reconstruction and other costs, excluding legal fees,
ordinarily incurred in prosecuting contingency litigation.

The Company's advances, loans and payment assumption guarantees
are typically non-recourse obligations that are repaid to it along
with success fees and sometimes interest, only upon settlement or
favorable adjudication of the underlying case. In the event the
case is abandoned, dismissed or adjudicated not in favor of the
plaintiff, the borrower or recipient of advance has no obligation
to repay Case's principal or fees, and the Company's investment is
lost. If the Company has issued a payment assumption guaranty, it
is unconditionally obligated to pay the expert or legal service
provider at conclusion of the case, irrespective of outcome.

Upon settlement or successful adjudication of the cases, Case
Financial receives a return of its principal plus a success fee
(and interest in the case of loans) based upon its assessment of
the risk of the particular litigation made by Case prior to making
the investment. The Company looks at a number of factors in
determining whether to make the investment and what price to
charge to adequately compensate Case for the risk it undertakes.

In their report dated January 9, 2004, Case's independent auditors
expressed doubt about the Company's ability to continue as a going
concern (in Case's financial statements for the fiscal year ended
September 30, 2003). The possible inability to continue as a going
concern is a result of recurring losses from operations, a
stockholders' deficit, and requirement for a significant amount of
capital financing to proceed with the Company's business plan. The
ability to continue as a going concern is subject to the Company's
ability to generate a profit and/or obtain necessary funding from
outside sources, including obtaining additional funding from the
sale of its securities, increasing sales or obtaining loans where
possible. The going concern uncertainty in the auditor's report
increases the difficulty in meeting such goals and there can be no
assurances that such methods will prove successful.

The Company's cash from operations may not be sufficient to meet
its debt obligations as they become due. Case's access to the debt
and equity markets is limited. Upon maturity of its debt
obligations, if the Company were unable to repay the obligations
out of operating cash flows or access the public or private
capital markets for additional funds, it would not be able to meet
the obligations. The inability to meet its debt obligations could
reduce the amount of capital expenditures made or restrict or
delay investments to secure new business. In addition, Case's
inability to meet its debt obligations could result in an event of
default and, among other things, acceleration of the payment of
its indebtedness which could adversely impact its business,
financial condition and results of operations.


CEDRIC KUSHNER: Recurring Losses Prompt Going Concern Uncertainty
-----------------------------------------------------------------
The condensed consolidated financial statements of Cedric Kushner
Promotions Inc. have been prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has
recurring losses from operations, a working capital deficiency of
approximately $9,233,500 at June 30, 2003, and operating cash
constraints that raise substantial doubt about the Company's
ability to continue as a going concern.

Cedric Kushner Promotions, Inc., promotes world champion and top
contender boxers through its wholly-owned subsidiary, Cedric
Kushner Promotions, Ltd.  In addition to its representation and
promotion efforts, the Company also produces and syndicates world
championship boxing events for distribution worldwide. A program
supplier to some of the world's leading television networks,
including HBO, ESPN, and Eurosport, the Company promotes televised
events from venues all around the world.

The Company incurred a net loss of approximately $3,756,200 during
the six months ended June 30, 2003. In addition, the Company had a
working capital deficiency of approximately $9,233,500, and a
stockholders' deficiency of approximately $8,393,800 at June 30,
2003, and operating cash constraints that raise substantial doubt
about the Company's ability to continue as a going concern.

There can be no assurance that sufficient funds required during
the next twelve months or thereafter will be generated from
operations or that funds will be available from external sources
such as debt or equity financings or other potential sources. The
lack of additional capital resulting from the inability to
generate cash flow from operations or to raise capital from
external sources would force the Company to substantially curtail
or cease operations and would, therefore, have a material adverse
effect on its business. Further, there can be no assurance that
any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive
effect on the Company's existing shareholders.


COEUR D' ALENE: Redeems Remaining $9.6 Million 7-1/4% Debentures
----------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE), the world's largest
primary silver producer, announced the redemption of the remaining
outstanding $9.6 million principal amount of the Company's 7 1/4%
Convertible Subordinated Debentures due October 15, 2005.  The
final redemption date is set for March 11, 2004.

Under terms of the indenture, the debentures are redeemable at the
option of the Company in whole or part at 100.9% of the principal
amount for cash, plus accrued interest to the redemption date.   
Notice of redemption will be mailed at least 30 days, but not more
than 60 days, before the redemption date to each holder of
debentures.  From and after the redemption date, interest will
cease to accrue on the debentures.  The debentures may be
converted into shares of the Company's common stock at any time
before the close of business on March 10, 2004 in accordance with
the terms and conditions of the indenture governing the
debentures.

Coeur d'Alene Mines Corporation (S&P, CCC Corporate Credit Rating,
Positive) is the world's largest primary silver producer, as well
as a significant, low-cost producer of gold, with anticipated 2003
production of 14.6 million ounces of silver and 112,000 ounces of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.


CONCENTRA OPERATING: Posts Increased Revenues in Fourth Quarter
---------------------------------------------------------------
Concentra Operating Corporation announced results for the fourth
quarter and year ended December 31, 2003. For the quarter, the
Company reported revenue of $269,407,000 and Adjusted Earnings
Before Interest Taxes Depreciation and Amortization of
$36,031,000. This represented an increase of 8% in revenue and 30%
in Adjusted EBITDA as compared to the $250,092,000 in revenue and
$27,663,000 in Adjusted EBITDA reported for the fourth quarter of
2002. Concentra computes Adjusted EBITDA in the manner prescribed
by its bond indentures.

Operating income for the quarter grew by 35% to $23,601,000 from
$17,506,000 in the year-earlier period. Net income for the fourth
quarter was $13,520,000, as compared to a net loss of $6,063,000
in the fourth quarter of 2002. The Company's provision for income
taxes during the quarter reflected a one-time benefit of
$4,503,000 associated with the release of its remaining deferred
income tax asset valuation allowance.

For the full year, revenue increased 5% and Adjusted EBITDA grew
24%. Revenue for the year was $1,050,688,000 as compared to
$999,050,000 in the prior year. Adjusted EBITDA was $153,270,000
as compared to $123,429,000 in 2002. Operating income for 2003
increased at a rate of 35% to $106,481,000 from $78,816,000 for
the prior year. Net income for the full year was $43,289,000 as
compared to a net loss of $9,608,000 for 2002. The prior year's
results included first quarter adjustments related primarily to a
change in the Company's estimate of accounts receivable reserves
and, to a lesser extent, an adjustment for certain employee
benefits, which together decreased revenue by $5,389,000 and net
income and Adjusted EBITDA by $3,239,000.

"We've completed what was undoubtedly the strongest year in
Concentra's history. Our results reflect both the solid growth of
our two primary business segments and the benefits we achieved
from our cost reductions during the fall of 2002," said Daniel
Thomas, Concentra's Chief Executive Officer. "During the final
quarter of the year, continuing improvement in our same-center
visit growth rates enabled our Health Services business to grow
its revenue by 12%. We achieved a 4.8% growth in same-center
visits and a 6.0% growth in same-center revenue during the
quarter. With anticipated ongoing improvements in our nation's
employment trends, we should be well positioned to achieve
continuing growth in Health Services in the months to come.

"Strong growth in our Network Services business segment also
contributed greatly to our financial performance during the
quarter and the full year. Revenue for this key part of our
business grew by 16% during the quarter and 13% for the year. This
growth was directly the result of the implementation of a number
of large new client accounts during the course of the year, an
increase in business with existing customers and an increase in
our overall effectiveness of achieving savings for our clients,"
said Thomas.

"Our results were also aided significantly by improvements in our
cost structure and productivity during the year. We've
concentrated on managing our labor costs and other expenses in a
manner that has enabled us to leverage our existing infrastructure
and to improve our overall operating margins. As we enter 2004,
we're focused on continuing the programs that assisted us in
creating a successful 2003."

The Company also reported a reduction in its days sales
outstanding ("DSO") to 58 days at December 31st from 64 days at
September 30th. When combining this change in DSO with its
operating results and other working capital factors, the Company
achieved an operating cash flow for the quarter of $63,016,000.
This performance brought the Company's net cash provided by
operating activities for the full year to $113,588,000. Concentra
had no borrowings outstanding under its $100 million revolving
credit facility and $42,621,000 in cash and investments at
December 31, 2003. The Company noted that due to the timing of
interest payments, payroll dates and other factors, its operating
cash flows are typically seasonal in nature, with the first
quarter of each year producing the least operating cash flow and
the fourth quarter producing the most.

During the fourth quarter, due primarily to its positive operating
trends and the benefits of its re-financing transactions, the
Company determined that a release of its deferred income tax asset
valuation allowance was appropriate. As such, the Company
recognized a non-cash credit through its tax provision of
$4,503,000 during the fourth quarter. Additionally, in reviewing
its deferred income tax asset valuation allowance for prior
periods, the Company has restated the quarter ending December 31,
2002, to reflect a non-cash increase in this allowance and its
provision for income taxes of $6,055,000. The implementation of
this adjustment also resulted in restatements of the Company's
2003 quarterly financial statements, which reflected increases in
its deferred income tax asset valuation allowance and its
provision for income taxes of $560,000, $253,000 and $3,573,000
for the first, second and third quarters, respectively. These
changes to its deferred income tax valuation allowance did not
affect its revenue, operating income, net cash flows provided by
operations, Adjusted EBITDA, taxes payable or net operating loss
carry-forwards. To reflect these changes, the Company intends to
file an amended Form 10-K for 2002 and amended Forms 10-Q for 2003
during the first quarter of 2004.

Concentra Operating Corporation (S&P, B+ Corporate Credit Rating,
Negative), headquartered in Addison, Texas, the successor to and a
wholly owned subsidiary of Concentra Inc., provides services
designed to contain healthcare and disability costs and serves the
occupational, auto and group healthcare markets.


CYBEX INTL: December 2003 Working Capital Deficit Tops $4.5 Mil.
----------------------------------------------------------------
Cybex International, Inc. (AMEX: CYB), a leading exercise
equipment manufacturer, reported results for the fourth quarter
ended December 31, 2003.

Net sales for the quarter were $26,587,000 versus $24,711,000 for
the comparable 2002 period, an increase of 8%. Net income for the
quarter ended December 31, 2003 was $796,000, or $.08 per share on
a fully diluted basis, compared to net income of $1,548,000, or
$0.18 per share on a fully diluted basis, for the fourth quarter
of 2002. Net sales for the year ended December 31, 2003 were
$90,195,000 compared to $81,527,000 for 2002, an increase of 11%.
The net loss for the year ended December 31, 2003 was $1,761,000,
or $0.23 per share, compared to a net loss of $21,024,000, or
$2.39 per share, for the prior year. The results for the year
ended December 31, 2002 included a non-cash charge to establish a
valuation allowance for deferred taxes of $21,316,000 in
accordance with SFAS 109. In the future, such related deferred tax
valuation allowance will continue to be re-evaluated and a benefit
will be recorded upon realization of the deferred tax assets or
the reversal of the valuation reserve.

Cybex International's December 31, 2003 balance sheet shows a net
working capital deficit of $4,532,000.

John Aglialoro, Chairman and CEO, commented, "The fourth quarter
included sales growth in key product categories including
treadmills, Arc Trainers and strength equipment. I remain
optimistic about our ability to execute a successful business plan
in the years ahead which is focused on innovative new products."

Cybex International, Inc. is a leading manufacturer of premium
exercise equipment for consumer and commercial use. Cybex and the
Cybex Institute, a training and research facility, are dedicated
to improving exercise performance based on an understanding of the
diverse goals and needs of individuals of varying physical
capabilities. Cybex designs and engineers each of its products and
programs to reflect the natural movement of the human body,
allowing for variation in training and assisting each unique user
- from the professional athlete to the rehabilitation patient - to
improve their daily human performance. For more information on
Cybex and its product line, visit http://www.eCybex.com/.


DELACO COMPANY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Delaco Company
        122 East 42nd Street, Suite 1510
        New York, New York 10168

Bankruptcy Case No.: 04-10899

Type of Business: The Debtor is a leading over-the-counter
                  pharmaceutical drug company whose major
                  products have included SlimFast and Dexatrim.

Chapter 11 Petition Date: February 12, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Laura Engelhardt, Esq.
                  Skadden, Arps, Slate, Meagher & Flom
                  Four Times Square
                  New York, New York 10036
                  Tel: 212-735-2627
                  Fax: 917-777-2627

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Mary Jane Ryskamp             personal injury/        $1,044,000
602 Dakota Avenue             wrongful death
Brick, NJ 08724               settlement

Lauren Baxter                 personal injury/           Unknown
                              wrongful death

Gary Gene Roe                 personal injury/           Unknown
                              wrongful death

Franzine Curry                personal injury/           Unknown
                              wrongful death

John Hagan                    personal injury/           Unknown
                              wrongful death

Ben Johnson                   personal injury/           Unknown
                              wrongful death

Dorothy Bryant                personal injury/           Unknown
                              wrongful death

Troy Alexander                personal injury/           Unknown
                              wrongful death

Pamela Hagen                  personal injury/           Unknown
                              wrongful death

Sandra George Caton           personal injury/           Unknown
                              wrongful death

Pamela Hill                   personal injury/           Unknown
                              wrongful death

Leola Johnson (deceased)      personal injury/           Unknown
Ora Mae Pittman (daughter)    wrongful death

Kelly Logston                 personal injury/           Unknown
                              wrongful death

Ivystein Cousin               personal injury/           Unknown
                              wrongful death

Antoinette Mellia             personal injury/           Unknown
                              wrongful death

Mary Ray                      personal injury/           Unknown
                              wrongful death

John Delahoussaye             personal injury/           Unknown
                              wrongful death

Harold May                    personal injury/           Unknown
                              wrongful death

Beatrice and Barry Allison    personal injury/           Unknown
                              wrongful death

Annette Brown                 personal injury/           Unknown
                              wrongful death


DELPHAX TECH: E&Y Doubts Ability to Continue as Going Concern
-------------------------------------------------------------
Delphax Technologies Inc. designs, manufactures, sells and
services advanced digital print-production equipment based on its
patented electron beam imaging technology. The Company derives the
majority of its revenues from the sale of maintenance contracts,
spare parts, supplies and consumable items that are used with this
equipment. The Company's printing equipment provides customers
with the capability to personalize, encode, print and collate
documents for publishing, direct mail, legal, financial, security,
forms and other commercial printing applications. The Company was
formed in 1981 and shipped its first digital printing system for
the production of checks and other financial documents, the Model
2000 Checktronic in 1983.

The Company has had a significant presence in the international
check production marketplace since 1983. The integration of the
check production functions provided by the Checktronic allowed
lower cost production of small check orders (25 to 100 checks)
that are typical in most markets outside the United States. This,
and an improvement in printing quality, created a demand for the
Company's equipment in many international markets. The Company
opened its first subsidiary in England in 1983 and a subsidiary in
France in 1987.

Delphax Technologies Inc. entered into a credit agreement with a
bank in December 2001 to finance the acquisition of the Delphax
Business. Under that agreement, the lender has a security interest
in substantially all of the Company's assets. In fiscal 2003 and
2002, the Company generated positive cash flow from operations of
$2.5 million and $3.8 million, respectively. This positive cash
flow was used to repay indebtedness under the credit agreement,
and the loan balance has been reduced from a high of $17.2 million
in May 2002, to $13.9 million at September 30, 2003 and $11.9
million as of December 31, 2003. During the time up until the
expiration and maturity of the credit facility on
December 31, 2003, the Company had paid all installments of
principal and interest when due, though the Company was not in
compliance with certain financial covenants. As a result of the
Company's losses and the absence of any replacement credit
facility, the Company's financial statements include a footnote
indicating that significant uncertainty exists concerning the
Company's ability to continue as a going concern. The Company is
actively negotiating with a different lender to refinance its debt
under the expired credit facility.

The Company believes, but cannot assure, that these negotiations
will be successful and the indebtedness will be refinanced. The
refinancing may involve the issuance of subordinated debt,
convertible subordinated debt or warrants to purchase Company
common stock. The terms of any right to convert debt to equity, or
the terms of warrants or other rights to purchase equity
securities, are likely to be dilutive to the Company's current
shareholders.

For fiscal 2004, compared with fiscal 2003, the Company projects
increased sales of printing equipment due to product enhancements,
increased revenues from sale of maintenance contracts, spare
parts, supplies and consumable items due to a larger installed
base, improved margins due to programs in place to reduce cost of
sales and lower operating expenses as a result of the
restructuring initiatives taken. The Company anticipates, but
cannot assure, that fiscal 2004 cash flow from operations will be
higher than the $2.5 million achieved for fiscal 2003, and that a
substantial portion of that cash flow (if achieved) would be used
to repay debt.

Working capital was $11.4 million at September 30, 2003, compared
with $24. million at September 30, 2002. Of the $12.6 million
decrease, approximately $11.6 million was the result of  
classifying the entire indebtedness under the credit facility as a
current liability, as the loan matured on December 31, 2003. The
Company's inventory levels decreased to $17.9 million at
September 30, 2003, from $20.9 million at September 30, 2002, due
to conscious efforts to manage inventory levels, as well as sale
of finished goods inventory from stock greater than new builds.
Accounts receivable increased to $11.0 million at September 30,
2003, from $10.7 million at September 30, 2002, primarily due to
the higher sales levels in fiscal 2003, compared with fiscal 2002,
partially offset by an increase in the allowance for doubtful
accounts. Cash and short-term investments amounted to $2.7 million
at September 30, 2003, compared with $1.7 million at
September 30, 2002. The increase in cash and short-term
investments was primarily due to anticipated near-term cash
requirements, including payroll funding by October 3, 2003.

On November 14, 2003, the Company's independent auditors, Ernst &
Young LLP, issued, from its Minneapolis, Minnesota office, its
Auditors Report on the Company's financial condition.  The last
paragraph of the Report states:  "The accompanying financial
statements have been prepared assuming that Delphax Technologies
Inc. will continue as a going concern. The Company has incurred
operating losses in four of the last five fiscal years. In
addition, as more fully described in Note K, the Company was not
in compliance with certain financial covenants of its credit
agreement. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's
plans in regard to these matters are described in Note K. The
financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty."


DII INDUSTRIES: Insurers Denied Standing in Bankruptcy Cases
------------------------------------------------------------
Halliburton (NYSE: HAL) announced that the Honorable Judith K.
Fitzgerald issued a ruling this morning holding that insurers lack
standing to bring motions seeking to dismiss the prepackaged
reorganization cases filed by DII Industries, Kellogg Brown & Root
("KBR") and various other subsidiaries of Halliburton. The court
also denied standing to insurers to object to appointment of
Professor Eric Green as legal representative of future claimants.

The bankruptcy court has scheduled hearings for May 10-12 to
consider confirmation of the prepackaged plan of reorganization
being proposed for DII Industries, KBR and other affected
subsidiaries. At the same hearing, the court also will be asked to
approve the disclosure statement and procedures used in connection
with solicitation of votes on the proposed plan.

DII Industries, KBR and other affected subsidiaries filed Chapter
11 proceedings on December 16, 2003 in bankruptcy court in
Pittsburgh, Pennsylvania after receiving validly cast votes in
favor of the plan from over 98% of those asbestos claimants and
99% of those silica claimants who voted on the plan.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The company's World Wide Web site can be
accessed at http://www.halliburton.com/


DISTRIBUTED POWER: Intends to Develop New Business Plan This Year
-----------------------------------------------------------------
The New World Power Corporation is an independent power producer
that focuses on distributed power solutions. The Company sells
electrical capacity and energy to electric utilities and
industrial customers under long-term and mid-term power purchase
agreements.  The Company is organized as a holding company. Each
electric power generating facility or discreet group of facilities
is owned by a separate corporate entity. Executive management,
legal, accounting, financial and administrative matters are
provided at the holding company level. Operations are
conducted at the subsidiary level.

Over the next 12 months New World intends to develop a new
business plan. There can be no assurance, however, that the
Company can develop a plan that will be successful, maintain
profitability or complete any asset sales on terms acceptable to
the Company, if at all. In addition, there can be no assurance the
Company will be able to close any financings to provide working
capital or complete any mergers or acquisitions.

Historically, the Company finances its operations primarily from
internally generated funds and third party credit facilities. Net
cash flow used in operations was a negative figure: $635,200 for
the year ended December 31, 2002, and a negative $119,643 was used
in operations for the year ended December 31, 2001.

The Company was in default with respect to a loan issued to a
senior lender, Synex, whose loan was collateralized by a first
mortgage in the aggregate of approximately $1,574,679 and secured
by Wolverine. Synex foreclosed on its collateral in May of 2003.
The Company has $90,241 due at June 30, 2003 to another related
party which includes accrued interest and $137,309 outstanding to
another related entity through common ownership. These amounts are
due on demand. The Strategic notes in the amount of $1,012,540 as
of June 30, 2003 had a maturity date of December 31, 2002. This
amount is currently in default and classified as current
liabilities, although the Company and the lenders are in
discussion with the lenders concerning turning it into equity in
the Company.

The Company sold its Modular subsidiary in 2002 and its Wolverine
subsidiary in 2003.

The Company has negative working capital, and has defaulted on its
loan obligations with certain lenders. These factors raise
substantial doubt about its ability to continue as a going
concern.


DOCK INC: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Dock, Inc.
        dba Dock's 5th Avenue Mobile and Convenient Mart
        2642 West 5th Avenue
        Gary, Indiana 46404

Bankruptcy Case No.: 04-60442

Type of Business: The Debtor operates a gas station and
                  convenience store.

Chapter 11 Petition Date: February 5, 2004

Court: Northern District of Indiana (Hammond Division)

Judge: Philip Klingeberger

Debtor's Counsel: Kenneth A. Manning, Esq.
                  James, James & Manning, P.C.
                  200 Monticello Drive
                  Dyer, IN 46311
                  Tel: 219-865-8376

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Mercantile Bank                                         $539,656
5243 Hohman Avenue
Hammond, IN 46320

SBA/Colson Services           Small Business Loan;      $387,000
Mercantile Bank               NWI Develpoment

IRS (Federal Taxes)           Federal Taxes             $116,560

Olette Washington Phinisee    Loan                      $100,000

Lake County Treasurer         2625-47 E. 5th Ave.        $67,283
                              Property Taxes
                              (Tax Sale) 9-30-2003

Luke Oil                      Gasoline, Oil              $66,000

Indiana Department of         Sales Tax                  $65,347
Revenue

Mercantile Bank               Loan                       $63,000

Lake County Econ Development                             $19,000

Lake County Treasurer                                     $9,305

Ryko Manufacturing Co.        Equipment Services          $5,246
                              disputed contested as
                              to exact amount

NIPSCO                        2639 West 5th Ave -         $5,000
                              Gary

Hodges and Davis              Disputed Claim for          $4,500
                              Attorney fees

Indiana Department of         Tax #00058648-001           $4,364
Revenue

Uhaul International Inc.                                  $4,072


DORSET CDO: Fitch Ratchets Junk Ratings on Classes A & B Notes
--------------------------------------------------------------
Fitch Ratings downgraded two classes of notes issued by Dorset CDO
Ltd. The Issuer is comprised of a static portfolio of assets held
physically, as well as a series of assets that are referenced
through a credit linked note. Assets held physically consist of
corporate bonds and sovereign debt, while asset-backed securities
are referenced through the CLN.

The following classes have been downgraded and removed from Rating
Watch Negative:

        -- $292,528,906 class A notes to 'CCC+' from 'B';

        -- $10,000,000 class B notes to 'C' from 'CC'.

The class A notes of the issuer are currently receiving their
coupon; however, Fitch expects an impairment to the principal of
the notes to occur.

This rating action is a result of an additional $45.4 million
(11.35%) of the portfolio which either became subject to credit
event or defaulted subsequent to the previous rating action in
January 2003. Additionally, realized recoveries on securities held
physically as well as referenced through the CLN have been lower
than expected.

Hitherto, the issuer has experienced impairment of assets held
both physically and through its CLN, which Fitch expects to incur
losses. Fitch has stressed these securities in accordance with its
rating methodology.


DT INDUSTRIES: Continues Negotiations to Address Loan Defaults
--------------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), an engineering-driven
designer, manufacturer and integrator of automated systems and
related equipment used to assemble, test or package industrial and
consumer products, reported a net loss of $16.7 million, or $0.70
per share, for the quarter ended December 28, 2003 compared to a
net loss of $8.1 million, or $0.34 per share, in the corresponding
prior year period. The net loss in the current period included a
$9.3 million loss, or $0.38 per diluted share, from discontinued
operations, including the write- down of the net assets to fair
market value of $3.1 million on the Converting Technologies
division and $7.1 million on the Packaging Systems division. The
loss from continuing operations for the quarter ended December 28,
2003 was $7.4 million, or $0.32 per diluted share, compared to a
loss from continuing operations of $6.5 million, or $0.29 per
diluted share, for the prior year quarter.

The Company reported a net loss for the six months ended December
28, 2003 of $24.4 million, or $1.03 per share, compared with a net
loss of $9.3 million, or $0.39 per share, in the comparable period
of fiscal 2003. The loss from continuing operations for the six
months ended December 28, 2003 was $15.2 million, or $0.67 per
diluted share, compared to a loss from continuing operations of
$7.3 million, or $0.34 per diluted share, in the prior year
comparable period.

Net sales decreased 14% to $40.2 million for the quarter ended
December 28, 2003 compared to sales of $46.7 million for the
second quarter of fiscal 2003. The Company realized a gross margin
of 9.7% on sales in the second quarter of fiscal 2004 compared to
12.3% in the prior year period. For the six months ended December
28, 2003, DTI posted net sales of $75.4 million compared with net
sales of $102.4 million in the prior year, a decrease of
approximately 26%. Gross margin was 10.4% for the six months ended
December 28, 2003 compared to 15.9% in the comparable period of
fiscal 2003.

Second quarter 2004 order in-flow was $33.7 million, down from
$44.4 million in the second quarter of the prior year and $36.5
million in the first quarter of fiscal 2004. Backlog at December
28, 2003 was $68.5 million, compared to $105.2 million a year
earlier and $73.8 million at the end of fiscal 2003.

Moreover, DT Industries records a net working capital deficit of
$13,334,000 as of December 28, 2003.

                     Second Quarter Events

In December 2003 the Company entered into an agreement to sell the
assets of its Converting Technologies division (previously
included in the Material Processing segment) and executed a non-
binding letter of intent to dispose of its Packaging Systems
business segment. The Company has presented the assets,
liabilities and operating results of these entities as
discontinued operations in the financial statements.

The sale of the Converting Technologies assets was completed on
January 16, 2004. The Company received net proceeds of
approximately $5.9 million from the sale, which were used to
reduce the Company's indebtedness to its senior lenders. The
Company expects to sell the assets of the Packaging Systems
segment prior to the end of March 2004.

During the recently completed quarter, operating results were
negatively impacted by the low sales levels and project margin
degradations, resulting in a decline in the Company's gross margin
to 9.7% during the second quarter of fiscal 2004 compared to a
12.3% gross margin achieved in the second quarter of the prior
year. This decline is primarily due to the Company's fixed costs
being spread over a lower level of sales and an unfavorable change
in product mix. The decrease in sales was primarily in the
Company's higher margin product lines.

Results from the Company's Material Processing segment were
heavily impacted by the lower customer order activity. Sales
decreased $15.8 million, or 59%, in the quarter ended December 28,
2003 versus the prior year comparable quarter and operating losses
increased by $2.1 million. The lower sales primarily resulted from
a decrease in business from repeat customers within the
electronics and appliance industries.

Selling, general and administrative expense was $8.7 million or
$0.2 million lower than in the second quarter of fiscal 2003,
reflecting cost reduction measures taken during the latter half of
fiscal 2003 offset by increased directors and officers insurance
premiums and legal and professional fees associated with the
senior credit facility. Restructuring charges were approximately
$0.6 million in the second quarter of fiscal 2004 associated with
future lease commitments, while charges were $1.7 million in the
comparable period of fiscal 2003 associated with the closing of
the Erie, Pennsylvania facility.

                        Segment Data

The Material Processing Segment experienced a decrease in sales to
$10.9 million in the second quarter of fiscal 2004 compared to
sales of $26.7 million in the second quarter of fiscal 2003, while
the operating loss on those sales increased by $2.1 million to a
loss of $3.1 million. A reduction in orders from a long-term
electronics customer contributed $9.9 million to the sales
decline. The operating margin decreased to a loss of 28.4% from a
loss of 3.8%. Backlog at the end of the current quarter was $29.0
million compared to $58.2 million at the end of the second quarter
last year and $27.2 million at the end of fiscal year 2003.
Backlog was negatively impacted by the lower order level and by
the previously announced fourth quarter of fiscal 2003 contract
termination by a customer purchasing the Company's Earthshellr
equipment.

The Assembly and Test Segment, which serves primarily the auto,
truck and heavy equipment industries, saw its sales increase to
$29.3 million during the current quarter compared to $20.0 million
in the prior year's quarter. The segment reported operating income
of $0.9 million in second quarter of fiscal 2004 compared to an
operating loss of $2.1 million in the year earlier period. Sales
and operating profit were positively impacted by the timing of
revenue recognition under percentage of completion accounting on a
few large automotive projects. Backlog at the end of the quarter
was $39.5 million compared to $47.0 million at the end of the
second quarter last year and $46.6 million at the end of fiscal
year 2003.

                          Outlook

Stephen Perkins, President and Chief Executive Officer, stated,
"Our operating performance during the second quarter reflects the
challenging market conditions that exist for the capital goods
sector. The current quarter's sales reflect increases in
automotive related sales but the continued softness in our core
electronics market. We continue to pursue new customers to replace
the decrease in electronics related sales. While we have been
successful in lowering certain of our fixed costs, including
having all employees accept compensation and company-paid benefit
reductions, the significant reduction in orders/sales has more
than offset our cost reduction efforts. We will continue our focus
on cost containment and, more importantly, performance to improve
our operating results."

                        Financing

The Company announced that it is in continuing negotiations with
its senior lenders with respect to a forbearance agreement
addressing the Company's payment defaults as of December 30, 2003
and January 30, 2004 and its failure to meet the minimum net worth
covenant as of December 28, 2003. The Company has no borrowing
availability under its senior credit facility and is operating
through the management of its cash. The Company continues to seek
long-term financing to replace its senior credit facility which
matures on July 2, 2004.


ELITE MODEL: NY Unit Files for Bankruptcy to Combat Litigation
--------------------------------------------------------------
The Elite Model Management Group, the world's leading model
management firm, comprising a network of 33 subsidiary and
affiliate firms globally, announced that one of its affiliates,
Elite Model Management Corp. of New York (Elite NY), had filed a
petition under chapter 11 of the U.S. Bankruptcy Code to
restructure its business. The filing does not affect the parent
company in Switzerland or any of its other affiliates.

The move is a response to two lawsuits, including the private
class action litigation plaguing it and most U.S. based modeling
management companies, including IMG, Ford, Wilhelmina and Next,
over the past two years.

"We are fighting back. We are fed up with these outrageous
lawsuits. Now we can get back to running our business," said
Monique Pillard, founder and board member of Elite Model
Management Corp. NY. "Most important, this lets us put our models
and bookers first. After all, they are the essence of our
business."

Elite NY also announced it has secured debtor-in-possession (DIP)
financing, pending court approval, from a New York-based private
equity fund. It expects an expeditious reorganization and
emergence because of the solid financing and the fact that
lawsuits are the sole reason for the chapter 11 filing.

"This filing gives us relief from these lawsuits. Sooner or later
every other modeling firm will have to deal with these issues. By
acting now, Elite can focus on growing its business," said Edward
R. Curtin, Elite NY general counsel.

The industry's financial difficulties stem in large part from a
private class action lawsuit brought by the Boies, Schiller &
Flexner law firm, who allege that the leading model management
companies conspired to fix commissions. The firms deny the
allegations, pointing out that anyone with even a rudimentary
understanding of the business knows its fiercely competitive
nature precludes the possibility of rate fixing.

Elite NY was also recently involved in a lawsuit with Victoria
Gallegos, a former employee, who claimed her exposure to second
hand smoke in the firm's office damaged her health. Although
employed at the firm for less than six weeks, she was awarded $4.3
million. The case is on appeal.

For nearly three decades, Elite has represented most of the
world's best-known supermodels, including Claudia Schiffer, Naomi
Campbell, Cindy Crawford, and Linda Evanglista.

Elite celebrities are standing behind the company. "I am proud to
be affiliated with Elite and Monique Pillard," said supermodel
Paulina Porizkova, a longtime Elite model, managed by Pillard
since the outset of her illustrious career.

Lauren Bush, an Elite model and niece of President George W. Bush,
said, "It was absolutely the right move for Elite to take a
proactive approach on this. I'm sticking with Elite." Bush pledged
her support and is considering investing in the restructured
company.

Founded in 1977 by Monique Pillard and John Casablancas, Elite is
the largest network of modeling management companies in the world.


ELITE MODEL: Chapter 11 Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Elite Model Management Corporation
        111 East 22nd Street
        New York, New York 10010

Bankruptcy Case No.: 04-10845

Type of Business: The Debtor is a modeling agent with more than
                  750 fashion models working at about 30 agencies
                  in cities such as Los Angeles, Milan, New York,
                  and Paris.  It operates an international network
                  of fashion agencies, a world-wide model search,
                  product licensing operations and a fashion
                  model showcase.  See http://www.elitemodel.com/

Chapter 11 Petition Date: February 11, 2004

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Robert T. Schmidt, Esq.
                  Kramer, Levin, Naftalis & Frankel, LLP
                  919 Third Avenue
                  New York, NY 10022
                  Tel: 212-715-9527
                  Fax: 212-715-8000

Financial Condition:  Assistant Secretary and General Counsel
Edward R. Curtin tells the Bankruptcy Court that as of December
31, 2003, the Company's books and records reflected assets
totaling approximately $4.5 million and liabilities totaling
approximately $7 million.  Elite projects $1,000,000 in cash
receipts over the next 30 days (excluding any draws under the DIP
Facility) and $1.7 million in disbursements, of which $225,000 are
payroll disbursements.

The Debtors largest unsecured creditors are:

Creditor                                          Claim Amount
--------                                          ------------
Victoria Gallegos
c/o Brill & Meisel
488 Madison Avenue
New York, N.Y. 10022
Attn: Rosalind Fink, Esq.
Phone: (212) 753-5599
Fax: (212) 486-6587                              $4,300,000.00

Jenkens & Gilchrist Parker Chapin, LLP
P.O. Box 847878
Dallas, Texas 75284-7878
Attn: Michael Friedman
Phone: (212) 704-6000
Fax: (212) 704-6288                                $557,099.03

Decorsey Folkes
c/o Spar & Bernstein
225 Broadway, Suite 512
New York, New York 10007
Attn: Joseph A. Turco
Phone: (212) 227-3636
Fax: (212) 227-3030                                 $70,000.00

McLaughlin & Stern, LLP
260 Madison Ave
New York, NY 10016
Attn: Paul Neschis
Phone: (212) 448-1100
Fax: (212) 448-0066                                 $64,459.78

Winoker Realty Co.
462 Seventh Avenue, Floor 12A
New York, NY 10018
Phone: (212) 764-7666 Ext. 3256
Fax: (212) 354-0401                                 $26,000.00

American Express
16 General Warren Blvd.
Melvern, PA 19355
Attn: Yvonne Bentley
Phone: (877) 837-8839
Fax: (610) 993-8493                                 $25,163.09

B/W/R Public Relations
909 Third Ave
New York, NY 10022
Phone: (212) 901-3920
Fax: (212) 901-3995                                 $22,165.31

Aetna US Healthcare
P.O. Box 7777-W7480-76
Philadelphia, PA 19175-7480
Attn: Sh-Keer Evans
Phone: (877) 900-2371 Ext. 2632
Fax: (860) 975-0371                                 $21,389.10

Sean Drakes
P.O. Box 55092
Atlanta, GA 30308
Phone: (212) 696-6469                               $10,250.47

Print NY
P.O. Box 2073
New York, NY 10013-0882
Attn: Isabella
Phone: (212) 680-1901                                $9,497.80

Sage Realty Corporation
777 Third Avenue
New York, NY 10017
Attn: Wendy Reo  
Phone: (212) 758-0437
Fax: (212) 751-4387                                  $9,287.53

Zero Models
12 Greenpoint Mews
99 Main Road
Greenpoint, Capetown
SOUTH AFRICA
Phone: 21-434-5744
Fax: 21-424-3077                                     $9,150.00

Bond Model Management
116 West 23rd Street #500
New York, NY 10010
Attn: Jonathan Baram
Phone: (212) 206-9302
Fax: (212) 206-7518                                  $8,963.67

The State Insurance Fund
P.O. Box 4788
Syracuse, NY 13221-4788
Phone: (800) 875-5790                                $8,821.62

Baker Winokur Ryder
909 Third Avenue
New York, NY 10022
Phone: (212) 901-3920
Fax: (212) 901-3995                                  $7,169.53

Scandanavian Models
Gothersgade 89, Stuen
1123 Copenhagen, Denmark
Attn: Fredo
Phone: 3393-2424
Fax: 3393-9224                                       $6,536.60

Verizon
P.O. Box 15124
Albany, NY 12212-5124
Phone: (718) 840-0200                                $6,327.88

ID Model Management
137 Varick Street, 4th Floor
Suite #401
New York, NY 10013
Attn: Adrian
Phone: (212) 206-1818
Fax: (212) 206-3838                                  $6,307.05



ENCOMPASS: Resolves Claims Dispute with Teachers Insurance
----------------------------------------------------------
Before the Petition Date, Teachers Insurance and Annuity
Association of America, as landlord, and Commercial Air Power and
Cable, Inc., as tenant, entered into a commercial lease dated
November 15,1999, for a property located at 6251 Ammendale Road
in Beltsville, Maryland.  The Lease was scheduled to terminate on
November 30, 2013.  

Commercial Air, by virtue of a merger, became Encompass National
Accounts Group, Inc., which is now known as Encompass Capital,
Inc.

After one and a half years at the Ammendale Property, Encompass
Capital, through its predecessor-in-interest, as sublandlord,
entered into a sublease dated April 2, 2001 with CSI Engineering,
PC, as subtenant.  Pursuant to the Sublease, Encompass Capital
subleased 2,819 square feet of the Ammendale Property to the CSI.  
Encompass Capital continued to use and operate its business at
the remaining portion of the Ammendale Property not included in
the Sublease.

Despite the Debtors' obligations under Section 365(d)(3) to pay
to Teachers Insurance all postpetition rent due under the Lease
and despite the Debtors' assurance to timely perform the
obligations, Encompass Capital failed to pay any postpetition
rent prior to or after January 28, 2003.

On March 6, 2003, the Debtors sought the Court's authority to
reject the Lease with Teachers Insurance.  James J. Spring, III,
Esq., at Chamberlain, Hrdlicka, White, Williams & Martin, in
Houston, Texas, relates that the Debtors did not specify a
rejection date.

Teachers Insurance emphasized that any rejection should be
effective as of the date prior to the later of:  

   -- the entry of an Order granting the request; and

   -- the date when the Debtors fully vacated the Ammendale
      Property.  

Teachers Insurance also sought payment of all delinquent rent
owed under the Lease.

On March 27, 2003, Judge Greendyke authorized the Debtors to
reject the Lease.  However, the Court refused to determine the
effective rejection date.  The issue with respect the Effective
Date, coupled with Teachers Insurance's request for payment of
administrative rent, was scheduled for hearing on April 30, 2003.

Mr. Spring relates that despite the Court Order, the Debtors did
not remove any of their personal assets from the Ammendale
Property.

On April 9, 2003, the Debtors rejected the Sublease.  

At the parties' consent, the April 30, 2003, hearing was taken off
the Court's docket.  The parties attempted to resolve their
dispute regarding payment of rent to Teachers Insurance.  During
this time, Teachers Insurance asked the Debtors to remove their
personal assets from the Ammendale Property.  The Debtors
complied.  They fully and completely removed their personal
assets from the Ammendale Property on June 4, 2003.

The Debtors' counsel asked Teachers Insurance to file a new
application seeking payment of rent, so that the application
would be a separate and distinct pleading from its opposition to
the rejection request.  Accordingly, Teachers Insurance amended
its previous application for payment of administrative rent.

Mr. Spring contends that the total amount of rent owed by the
Debtors commencing on December 1, 2002, and continuing through the
June 4, 2003, Vacating Date is $543,169.  

                     Payment Should Be Made

Mr. Spring asserts that the Debtors should be required to
immediately pay Teachers Insurance the Postpetition Rent as an
administrative expense.

Encompass Capital's failure to timely pay the Postpetition Rent
to Teachers Insurance is a violation of Section 365(d)(3), Mr.
Spring argues.  As of the Petition Date, the automatic stay
prevented Teachers Insurance from terminating the Lease and from
leasing the Ammendale Property to a new tenant.  If the effective
date of rejection and the date through which the Debtors are
required to pay rent is not the later of (a) the date the Court
enters an Order rejecting the Lease and (b) the date the Debtors
fully vacated the Ammendale Property, then Teachers Insurance
will be prejudiced in that it will not receive rent for the
Ammendale Property for any of the postpetition period from
December 1, 2002, through June 4, 2003.  

Mr. Spring points out that Teachers Insurance should not suffer
the economic harm solely because the Debtors failed to file a
request to reject the Lease and remove their personal assets from
the Ammendale Property earlier.  

In addition, Teachers Insurance seeks payment of:

   (a) its attorneys' fees incurred in collecting the
       Postpetition Rent as permitted under the Lease; and

   (b) interest owed on the Postpetition Rent from the date the
       rent was due through the date of payment at the annual
       rate of 18%, as permitted under the Lease.

Furthermore, since Encompass Capital's subtenant, CSI, remains in
possession of the subleased portion of the Property, Mr. Spring
argues that the Debtors have not fully and completely vacated the
Ammendale Property.  Accordingly, Teachers Insurance further
seeks payment of:

   (1) rent for the space occupied by CSI, through the date CSI
       vacates the Ammendale Property; and

   (2) all expenses and charges it incurs in removing CSI from
       the Ammendale Property.

                          Debtors Object

The Debtors argue that Teachers Insurance was not entitled to any
claim for rent allegedly incurred after the Rejection Date
because they did not occupy the Ammendale Property after that
date.  The Debtors further assert that:

   * any property that might have remained in the Ammendale
     Property was not theirs;

   * the amount owed by the Debtors for pre-Rejection Date rent
     was $343,054 and this amount should be further reduced by
     $190,643 as the Build-Out Claim because the Debtors had
     expended this much in making improvements to the Ammendale
     Property in reliance to Teachers Insurance's express
     agreement to reimburse them for the cost; and

   * Teachers Insurance was not entitled to attorney's fees and
     interest because the provisions authorizing the payment of
     these amounts were included in a Lease, which had been
     rejected, and in any event, Teachers Insurance was not able
     to demonstrate that its incurrence of attorney's fees and
     interest charges benefited the estates.

                           Stipulation

In settlement of the dispute, Encompass Capital and Teachers
Insurance agreed that:

A. Encompass Capital will pay to Teachers Insurance:

   -- $343,054, as administrative rent for the period December 1,
      2002 through the Rejection Date; plus

   -- $47,844 for certain storage costs and ancillary charges;
      less

   -- $19,064, representing 10% of the Build-Out Claim.

   The total payment, aggregating $371,834, will be treated as an
   administrative expense claim.  Payment of the Administrative
   Expense Claim will be in full satisfaction, release and
   discharge of any and all administrative expense claims, which     
   Teachers Insurance may hold against the Reorganized Debtors,
   their estates and their predecessors-in-interest, with regard      
   to the Lease or any related matter;

B. The Debtors have until February 19, 2004 to fully pay the
   Administrative Expense Claim; and  

C. Teachers Insurance's $2,313,689 prepetition Lease rejection
   damage claim will be reduced by $171,579, representing the
   remaining 90% of the Build-Out Claim, which was not otherwise
   applied to reduce the amount of Teachers Insurance's
   Administrative Expense Claim.

   Teachers Insurance's aggregate allowed lease rejection damages
   claim is $2,142,110.  This Claim will be treated as an allowed
   Unsecured Claim and will receive a pro rata distribution of
   the face amount of the claim in accordance with the terms and
   provisions of the Debtors' confirmed Plan.  The treatment
   accorded the Unsecured Claim will be in full satisfaction,
   release and discharge of any and all Unsecured Claims that   
   Teachers Insurance may hold against the Reorganized Debtors,
   their estates and their predecessors-in-interest, with regard
   to the Lease or any related matter. (Encompass Bankruptcy News,
   Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-
   7000)


ENRON CORP: Resolves Claims Dispute with AMEC Entities
------------------------------------------------------
The Enron Corporation Debtors withdrew their objection to
Caledonia Generating, LLC's Claim No. 1219600 for 31,658,687.

Judge Gonzalez vacates his order entered on November 7, 2003,
which disallowed and expunged 11 Claims in unliquidated amounts.  
The Court adjourns the hearing for the Debtors' objection on
Claim Nos. 2002500 and 1751600 totaling $2,877,645.  The Debtors'
objection to Institutional Retirement Trust's Claim Nos. 1567400,
1537600 and 153770, and Invesco Institutional Trust - Core's
Claim No. 103800 will be resolved by a Stipulation to be
submitted to the Court.

                      Stipulation with AMEC

In a Court-approved Stipulation, Garden State Paper Company LLC
-- on one hand -- and AMEC E&C Services, Inc., and AMEC E&C
Services, Ltd. -- on the other hand -- agree to resolve their
claims dispute with these terms and conditions:

   (a) These Claims are disallowed and expunged in their
       entirety:

       * Claim No. 491400 asserting three secured claims for
         $2,430,966, $809,667 and $227,291; and

       * First Amended Claim No. 2251700 asserting a secured
         claim for $809,667; and

   (b) AMEC will be permitted to file a Second Amended Proof
       of Claim wherein AMEC will assert these claims:

       * an $809,667 secured claim;
       * a $2,430,966 general unsecured claim; and
       * a $227,291 general unsecured claim.

(Enron Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENVOY COMMS: Inks Share Underwriting Agreement with Canaccord
-------------------------------------------------------------
Envoy Communications Group Inc. (TSX: ECG; NASDAQ: ECGI) entered
into an underwriting commitment with Canaccord Capital Corporation
under which Canaccord has agreed to buy from Envoy and sell to the
public 26,318,800 Units at C$1.33 per Unit, each Unit consisting
of one common share of Envoy and one half of one transferable
common share purchase warrant. Each whole Warrant will entitle
holder to purchase one Common Share at a price of C$1.80 per
Common Share for a period of five years from the closing of the
transaction. The Units will be offered under Envoy's previously
filed preliminary short form prospectus. A copy of the preliminary
prospectus can be obtained from Canaccord Capital Corporation
at 1210 - 320 Bay Street, Toronto, Ontario, M5H 4A6. The sale of
the 26,318,800 Units will result in Envoy receiving gross proceeds
of approximately C$35 million. Envoy has also granted Canaccord an
over-allotment option to purchase an additional 3,947,820 Units at
C$1.33 per Unit for a period of 60 days from the closing of the
offering, which is expected to occur in late February 2004.

Management believes the offering will enable Envoy to achieve two
important goals. In addition to allowing Envoy to eliminate its
debt, the size of this offering will permit Envoy to engage in a
meaningful M&A program. "This offering represents an important and
necessary step in furthering Envoy's goal of enhancing shareholder
value," said Geoff Genovese, CEO of Envoy.

The securities offered have not been, and will not be, registered
under the United States Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be
any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.

Envoy Communications Group is a marketing and international
consumer and retail branding company with offices throughout North
America and Europe. Combining strategy, creativity and innovation,
Envoy's interconnected network of companies delivers business-
building solutions to over 200 leading global brands and has
successfully completed assignments in more than 40 countries
around the world.

The company's September 30, 2003, balance sheet reports a working
capital deficit of about CDN$2 Million.


FALCON PRODUCTS: Restructures Senior Credit Facility
----------------------------------------------------
Falcon Products, Inc. (NYSE: FCP), a leading manufacturer of
commercial furniture, announced sales and operating results for
its fourth quarter and full fiscal year 2003. While sales and
earnings were less than the prior year, earnings were impacted by
largely non-cash charges associated with the previously announced
restructuring of its manufacturing operations and a change in the
accounting treatment of net deferred tax assets. The restructuring
actions should generate $8 to $10 million in savings in 2004. The
Company also announced a refinancing package which substantially
increases its credit facility at improved interest rates and more
flexible covenants. This in combination with the restructuring of
its manufacturing operations strongly positions the Company going
into 2004.

Net sales for the fourth quarter of 2003 were $65.7 million,
compared with $75.8 million in the fourth quarter of 2002. The
Company reported a net loss for the quarter of $16.0 million, or
$1.77 per diluted share, including nonrecurring charges, compared
with net earnings of $1.2 million, or $0.13 per diluted share,
including a nonrecurring gain, in the fourth quarter of 2002. The
fourth-quarter 2003 results include charges related to the
restructuring of the Company's manufacturing facilities, the
write-down of inventory costs, and the recording of a valuation
allowance for net deferred tax assets. These charges totaled $13.1
million, or $1.45 per diluted share.

For the 2003 fiscal year, net sales were $251.8 million, compared
with $277.5 million in the prior year. The Company reported a net
loss for the year of $22.5 million, or $2.49 per diluted share,
including nonrecurring charges, compared with net earnings of $0.7
million, or $0.08 per diluted share, including a net nonrecurring
gain, in 2002. The 2003 results include charges related to the
restructuring of the Company's manufacturing facilities, the
freezing of benefits under the Company's defined benefit pension
plan, the write-off of deferred debt issuance costs, the write-
down of inventory costs, and the recording of a deferred tax
valuation allowance. These charges totaled $18.3 million, or $2.02
per diluted share.

Franklin A. Jacobs, Chairman and Chief Executive Officer, said,
"Despite the difficult market conditions in 2003, the Company
achieved solid growth in the contract office market and strong
growth in the food service market, excluding the impact from the
business with Boston Market, which was successfully completed at
the beginning of 2003. While the hospitality market is showing
signs of improving, it did not translate into sales during the
fourth quarter."

David L. Morley, President and Chief Operating Officer, added,
"Although 2003 was a more difficult year for our industry than
anyone expected, we have made the changes necessary to
significantly improve profitability. The previously announced
closure of the facilities in Zacatecas, Mexico and Canton,
Mississippi will substantially reduce costs, simplify processes
and increase speed of our operations. Additionally, the Company
restructured its wood frame supply chain in Europe, taking both
time and costs out of the system. The full year impact of these
actions, on 2003 level of sales, is in the range of $8 to $10
million of operating income."

The Company further announces an expanded debt facility that
provides substantial operating flexibility at lower interest rates
and improved covenants. This was accomplished in two ways. First,
the company sold $4.15 million in newly issued 12% junior
subordinated convertible debentures due 2010. The debentures,
which were primarily purchased by directors and other related
parties of the Company, are junior to the Company's existing
senior subordinated notes. Secondly, the Company amended and
restated its senior credit facility. The facility was restructured
to pay off the existing term loan B in the original principal
amount of $35 million and obtain a new term loan B in the
principle amount of $50 million. In addition, the interest rate
provisions for the term loan B portion were adjusted down to 15%,
and the covenant provisions of the facility were improved. The new
term loan B matures in June 2007. The proceeds of the new term
loan B were used to pay off the existing term loan B in full and
to pay fees and expenses incurred in connection with the
refinancing and the remainder of the net proceeds, as well as the
proceeds from the issuance of the debentures, will be used for
working capital and general corporate purposes.

Mr. Jacobs stated, "The new financing agreement will provide the
capital, at a lower interest rate, to fully execute our plans. Our
cost structure has been dramatically changed and our markets
appear to be strengthening. We are in an excellent position going
into 2004."

Falcon Products, Inc. is the leader in the commercial furniture
markets it serves, with well-known brands, the largest
manufacturing base and the largest sales force. Falcon and its
subsidiaries design, manufacture and market products for the
hospitality and lodging, food service, office, healthcare and
education segments of the commercial furniture market. Falcon,
headquartered in St. Louis, Missouri, currently operates 9
manufacturing facilities throughout the world and has
approximately 2,000 employees.

                      *   *   *

As reported in the Troubled Company Reporter's January 8, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit  rating on furniture maker Falcon Products Inc. to 'B-'
from 'B',  and lowered its subordinated debt rating to 'CCC' from
'CCC+'. The  ratings were removed from CreditWatch, where they
were placed Nov. 4, 2003. The outlook is negative.

The downgrade on St. Louis, Missouri-based Falcon Products Inc.
reflects weak profitability resulting from the continued softness
within the furniture segments the company serves. Moreover, the
company has high debt leverage, and difficult market conditions
have continued to weaken credit measures.


FAIRFAX: Fitch Says Ratings Unaffected by 4th Quarter Results
-------------------------------------------------------------
Fitch Ratings commented that Fairfax Financial Holdings Ltd's
ratings and Negative Rating Outlook are unaffected by its recent
4th quarter disclosures.

Fairfax recently reported its 2003 results. Noteworthy items
include record net income of $271 million driven by realized
investment gains of $840 million, 30% growth in stockholders
equity to nearly $3 billion, and a moderate increase in its
holding company cash cushion to more than $400 million. These
accomplishments were achieved despite significant reserve
strengthening, before the impact of both financial and traditional
reinsurance of roughly $750 million, and minimal upstream
dividends from operating insurance subsidiaries to Fairfax to
support debt service.

Fitch's March 2003 downgrade of Fairfax's senior debt rating to
'B+' was based, in large part, on several concerns that came to
fruition in 2003, including:

   -- loss reserve adequacy--particularly among U.S. commercial
      lines carriers where most of the 2003 reserve strengthening
      occurred;

   -- limited financial flexibility, that considered potentially
      restricted upstream dividend flow (despite reported maximum
      capacity of C$670 million) due to operational and regulatory
      restraints; and

   -- Fairfax's operating subsidiaries' long-term ability to
      produce adequate dividend flow to service the holding
      companies' sizable debt burden.

Fitch believes that in reviewing Fairfax's 2003 results, it is
critically important to focus on the quality of Fairfax's 2003
earnings.

First, as noted, the $271 million of net income was supported by
$840 million of realized investment gains. Although it should be
duly noted that Fairfax has demonstrated a particularly strong
acumen for harvesting investment gains over the past few years,
Fitch questions the company's ability to continue the trend going
forward. Additionally, and fully acknowledging that investment
gains sometimes play an important role in the overall capital
generation capabilities of a property & casualty company, Fitch
places considerably more weight on core insurance earnings than on
investment gains - the latter which are viewed as opportunistic
and unreliable.

Second, a meaningful portion of the noted reserve strengthening
was 'removed' from current earnings via the usage of financial
reinsurance. Over the past few years, Fitch has repeatedly raised
concerns regarding how financial reinsurance distorts the economic
financial position of insurance companies by boosting capital and
smoothing earnings in a manner similar to loss reserve
discounting.

The benefits accrued to 2003 earnings via the realization of
substantial bond gains and the increased use of financial
reinsurance come at the cost of depressing future earnings. It is
exactly this future earnings stream that is the repayment source
(net of holding company cash) for the high level of debt at the
holding companies. Along these lines, Fairfax continued to
leverage itself via significant additions to debt during 2003.
This activity further substantiates Fitch's ongoing concerns.

That said, Fitch views Fairfax's strategy of harvesting most of
its unrealized bond gains during 2003 as reasonable given its
near-term financial challenges and its strong investment track
record. In particular, the short-term benefits include increased
underwriting (and dividend) capacity at Crum & Forster Insurance
Group in a favorable market environment, the ability to receive a
larger portion of cash tax-sharing payments from Odyssey Re
Holdings Corp., and increased capitalization of TIG Insurance Co.
that Fitch believes will increase the likelihood that related
escrow funds are to be released.

However, the long-term cost in the form of forgone future income
is meaningful given investment allocation to cash of nearly 50%.
Therefore, baring a quick and substantial rise in prevailing
interest rates, investment income will be substantially lower than
in more recent periods. Further, lower investment income will
likely be present when realized investment gains will also likely
be lower than in 2003.

Overall, Fitch believes that Fairfax has proved to be immensely
resourceful over its recent history. Key to note is that debt has
been serviced while holding company cash has been both replenished
and increased. However, much of this has come via capital market
or investment market activities, and via financial reinsurance, as
operating profits and cash flows alone appear to have been
inadequate to support Fairfax's and its subsidiaries various
financial needs. Fitch believes that reliance on these types of
activities to service obligations is indicative of the ratings
assigned.

Fitch intends to revisit all of Fairfax's ratings following
management's detailed year-end disclosures in its Annual Report.
In particular, the ratings of insurers under the ownership of
Northbridge Financial Corporation (predominantly Commonwealth
Insurance Co., Federated Insurance Co., Lombard Insurance Co., and
Markel Insurance Co.) will be considered for an upgrade due to
that company's partial public ownership (which effectively acts to
limit parental dividends) and strong operating performance and
financial flexibility.

The noted ratings are maintained by Fitch as a service to users of
Fitch ratings. The ratings are based primarily on public
information.

Fairfax Financial Holdings Limited is a publicly traded insurance
holding company that is listed on the New York and Toronto Stock
Exchanges that owns operating subsidiaries primarily engaged in
property/casualty insurance, reinsurance and insurance claims
management services. The company had assets of $25 billion and
shareholders' equity of $2.9 billion at year end 2003.

                        Rating Actions

Fairfax Financial Holdings, Limited

        * Long-term Issuer No Action 'B+' / Negative
        * Senior Debt No Action 'B+' / Negative

Crum & Forster Holdings Corp.

        * Senior Debt No Action 'B' / Negative

TIG Holdings, Inc.

        * Senior Debt No Action 'B' / Negative
        * Trust Preferred No Action 'CCC+' / Negative

Members of the Fairfax Primary Insurance Group

        * Insurer Financial Strength No Action 'BBB-'/ Negative

Members of the Odyssey Re Group

        * Insurer Financial Strength No Action 'BBB+' / Negative

Members of the Northbridge Financial Insurance Group

        * Insurer Financial Strength No Action 'BBB-'/ Negative

Members of the TIG Insurance Group

        * Insurer Financial Strength No Action 'BB+' / Negative
        * Ranger Insurance Co. No Action 'BBB-' / Negative

The members of the Fairfax Primary Insurance Group are: Crum &
Forster Insurance Co. Crum & Forster Underwriters of Ohio Crum &
Forster Indemnity Co. Industrial County Mutual Insurance Co. The
North River Insurance Co.

        United States Fire Insurance Co.
        Zenith Insurance Co. (Canada)

The members of the Odyssey Re Group are:

        Odyssey America Reinsurance Corp.
        Odyssey Reinsurance Corp.

Members of the Northbridge Financial Insurance Group

        Commonwealth Insurance Co.
        Commonwealth Insurance Co. of America
        Federated Insurance Co. of Canada
        Lombard General Insurance Co. of Canada
        Lombard Insurance Co.
        Markel Insurance Co. of Canada

The members of the TIG Insurance Group are:

        Fairmont Insurance Company
        TIG American Specialty Ins. Company
        TIG Indemnity Company
        TIG Insurance Company
        TIG Insurance Company of Colorado
        TIG Insurance Company of New York
        TIG Insurance Company of Texas
        TIG Insurance Corporation of America
        TIG Lloyds Insurance Company
        TIG Specialty Insurance Company


FISHER SCIENTIFIC: S&P Revises Low-B Ratings' Outlook to Negative
-----------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit, 'BB+' senior secured, 'BB-' senior unsecured, and 'B+'
subordinated debt ratings on Fisher Scientific International Inc.
following Fisher's agreement to purchase two companies in a pair
of largely debt-financed transactions. The outlook was revised to
negative from stable.

Fisher has agreed to purchase two privately held companies, Oxoid
Group Holdings Limited and Dharmacon, Inc. for a total of about
$410 million. Oxoid manufactures and markets media for the growth
and analysis of bacteria, while Dharmacon provides custom RNA
synthesis. These offerings complement the mammalian cell media and
DNA synthesis products of Fisher's PerBio unit, acquired just last
year. However, Oxoid has a relatively small market share and faces
competition from much larger, well-established firms while
Dharmacon's products address a very small, albeit rapidly growing,
niche of the research supply market.

These acquisitions will stretch financial measures at least
temporarily (total debt to EBITDA will peak at an estimated 4.2x)
and are the key impetus for the outlook revision. At the same
time, however, Standard & Poor's believes that Fisher will rely on
the strong cash generation of its current businesses to rapidly
reduce debt.

"The speculative-grade ratings reflect Hampton, N.H.-based Fisher
Scientific International Inc.'s substantial debt burden, which
outweighs the benefits of its position as a leading distributor
and manufacturer of supplies for life science research and
clinical laboratories," said Standard & Poor's credit analyst
David Lugg. "Fisher's reliance on debt-financed acquisitions to
add to the range of self-manufactured products it distributes is a
key factor limiting the rating to speculative grade."

The company has a well-established position as one of two major
catalogue distributors of a wide variety of supplies and equipment
for the scientific and clinical laboratory communities. The
company's broad product offering, diverse customer base, exclusive
distribution arrangements with equipment manufacturers, and
agreements with most major domestic group-purchasing organizations
are barriers to entry for new competitors. Because Fisher has only
a small presence in the big-ticket capital equipment market, its
sales are not strongly influenced by the capital budget cycles of
its public and private customers.


FOAMEX INTERNATIONAL: Elects Raymond E. Mabus as Board Chairman
---------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading manufacturer
of flexible polyurethane and advanced polymer foam products in
North America, today announced that Raymond E. Mabus, Jr. has been
elected as non-executive Chairman of the Board, effective
immediately. Gov. Mabus replaces Marshall S. Cogan, who has
resigned from the Company by mutual agreement with the Board.

Gov. Mabus, Foamex's new Chairman, said, "The Board has accepted
Mr. Cogan's resignation and recognizes his contribution. The Board
and management continue to revitalize Foamex, build on its solid
operational base, and position the Company to take advantage of
the improving economic environment. In addition, the Board is
reaffirming its commitment to strong corporate governance,
ensuring the consistency of its performance, and maintaining
investor confidence."

"We have already taken many positive actions to address the
challenges we face, and as Chairman, I look forward to working
with the rest of the Board and our talented management team to
return Foamex to a level of performance commensurate with our
potential," he continued.

In connection with Mr. Cogan's separation agreement, Foamex
expects to record a one-time charge of approximately $1.4 million
in the first quarter of 2004. This charge will be substantially
offset by amounts previously accrued related to the retirement
provisions of Mr. Cogan's employment agreement.

Gov. Raymond E. Mabus, Jr., 55, and has been a director of Foamex
since August 2000. He also currently serves as a director of
Kroll, Inc. and manages his family's timber business. He served as
Governor of the State of Mississippi from 1988-1992, and also
served as U.S. Ambassador to Saudi Arabia from 1994-1996. Prior to
his governorship, Mabus was State Auditor for Mississippi from
1984-1988, and he worked as Chief Assistant to former Gov. William
Winter from 1980-1983. Gov. Mabus holds a J.D., magna cum laude,
from Harvard Law School, an M.A. in government from John Hopkins
University, and a B.A., summa cum laude, from the University of
Mississippi in 1969.

                About Foamex International Inc.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets in the industrial, consumer,
electronics and transportation industries. For more information
visit the Foamex web site at http://www.foamex.com.

Foamex International Inc.'s September 28, 2003 balance sheet shows
that total liabilities outweighed total assets by about $200
million.


FRONTIER OIL: Reports Improved Fourth Quarter Results
-----------------------------------------------------
Frontier Oil Corporation (NYSE: FTO) announced net income of $4.1
million, or $0.15 per diluted share, for the fourth quarter ended
December 31, 2003, compared to net income of $3.0 million, or
$0.11 per diluted share, for the same period of 2002.  For
the year ended December 31, 2003, Frontier recorded net income of
$3.2 million, or $0.12 per diluted share, compared to net income
of $1.0 million, or $0.04 per diluted share, for the year ended
December 31, 2002.
   
Included in the fourth quarter are pre-tax expenses of $5.2
million, after-tax expenses of $3.2 million, or $0.12 per share,
related to the terminated Holly Corp. merger and the associated
pending lawsuit.  The trial is scheduled to begin in late February
2004 in Delaware Chancery Court. Included in the results for the
year ended December 31, 2003 are pre-tax expenses of $26.8
million, after-tax expenses of $16.5 million, or $0.61 per
share, related to the terminated merger.  Expenses related to the
termination of the Holly merger include $8.7 million of merger
termination and legal fees and $18.8 million in interest expense
and financing costs offset by $752,000 in interest income.

EBITDA(A) for the fourth quarter of 2003 was $22.5 million
compared to $18.1 million for the same period of 2002.  For the
year ended 2003, EBITDA totaled $80.7 million compared to $55.2
million for the twelve months ended 2002.

During the fourth quarter, Frontier benefited from excellent crude
oil spreads.  The light/heavy crude oil spread was $7.66 per
barrel in the fourth quarter of 2003 compared to $6.31 per barrel
for the fourth quarter of 2002, and the WTI/WTS crude oil spread
was $2.71 per barrel for the fourth quarter of 2003 compared to
$1.73 per barrel for the same period of 2002.  For the twelve
months ended December 31, 2003, the light/heavy spread averaged
$7.10 per barrel compared to $4.77 per barrel for the same period
of 2002.  The WTI/WTS differential was $2.68 per barrel for the
twelve-month period of 2003 compared to $1.36 per barrel for the
year ended December 31, 2002.

Frontier's Chairman, President and CEO, James Gibbs, commented,
"From an operating standpoint, 2003 was an excellent year in which
income before taxes, excluding merger costs(B) was approximately
$33 million, or $1.22 per share. Furthermore, despite an 18-day
crude unit turnaround at El Dorado in March during a high margin
period, we set a total charge record of 165,628 barrels per day
for the year.  Unfortunately, due to the terminated merger with
Holly and the related merger costs(B), our income before taxes was
offset by $26.8 million, or $0.99 per share.  We are eagerly
awaiting a conclusion to this matter.  Looking forward, we are
encouraged by the strength of crude oil differentials and are
exploring several opportunities to leverage this ongoing trend."

On January 19, 2004, the Company reported a fire in the furnaces
of the coking unit at its Cheyenne Refinery and expected the coker
to be out of service for approximately 30 days.  Fortunately, no
serious injuries occurred as a result of the fire.  Frontier
replaced one of the furnaces and is completing repairs on the
other and expects the coking unit to return to service in mid-
February 2004.  The Company had previously scheduled a distillate
hydrotreater and naphtha hydrotreater turnaround in Cheyenne for
late March 2004, but has accelerated the start of the turnaround
to begin in mid-February in order to minimize lost production.  
This turnaround is expected to last 16 days.  As a result of the
fire and the turnaround, Frontier expects total crude charge for
the first quarter at the Cheyenne Refinery to average 35,000
barrels per day, of which approximately 81% will be heavy crude.  
However, for the year, the Company expects to recover almost all
of the production lost in the first quarter.

As reported in the Troubled Company Reporter's January 23, 2004
edition, Standard & Poor's Ratings Services said that Frontier Oil
Corp.'s (BB-/Stable/--) ratings would be unaffected by the coking
unit fire at its Cheyenne Refinery. Frontier has developed a
strong ratings cushion as a result of its cash position,
protracted debt maturity schedule, and a favorable
intermediate-term outlook for refining margins. As such, the
financial consequences of the fire are unlikely to negatively
affect the company's credit quality.

The fourth quarter results include an after-tax inventory gain of
approximately $6.7 million, or $0.25 per share, compared to a loss
of $3.0 million, or $0.11 per share, for the same period of 2002.  
Year-end 2003 results include a first in first out (FIFO)
inventory gain of $4.4 million, or $0.16 per share, compared to a
gain of $19.0 million, or $0.71 per share, for the year ended
December 31, 2002.


Frontier operates a 110,000 barrel-per-day refinery located in El
Dorado, Kansas, and a 46,000 barrel-per-day refinery located in
Cheyenne, Wyoming, and markets its refined products principally
along the eastern slope of the Rocky Mountains and in other
neighboring plains states.  Information about the Company may be
found on its web site http://www.frontieroil.com/


GLOBAL CROSSING: Court Gives Go-Signal for IMPSAT Settlement Pact
-----------------------------------------------------------------
Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs the Court that Global Crossing Ltd. and its subsidiaries
and affiliates have built the world's most extensive owned and
controlled fiber-optic network, spanning over 100,000 route miles
and reaching five continents, 27 countries and more than 200
major cities.  Similarly, but on a regional scale, IMPSAT Fiber
Networks, Inc. and its subsidiaries and affiliates own and
operate a private telecommunications network that reaches
throughout Latin America.

Mr. Basta relates that despite the extent of the Global Crossing
Network, there are areas in Latin America that fall outside the
reach of its physical infrastructure.  Similarly, there are
limitations on the geographic scope of the IMPSAT Network.
Therefore, to enhance the coverage of their Networks and lower
their costs, prior to the Petition Date, Global Crossing and
IMPSAT entered into a series of agreements, pursuant to which
each purchased telecommunications services and capacity on the
other's Networks.  To this end, Global Crossing and IMPSAT
entered into four basic types of agreements:

     (i) Turnkey Backhaul Construction and IRU Agreements;

    (ii) Telehouse Agreements;

   (iii) Capacity Agreements; and

    (iv) Service Agreements

                      Backhaul Agreements

Backhaul Agreements are agreements pursuant to which IMPSAT
typically grants IRUs to the GX Debtors over IMPSAT's terrestrial
fiber optic telecommunications network in South America.  The
IRUs enable the Debtors to link the landing points of their
undersea fiber optic cable system throughout South America
to their points of presence in various South American countries.
These IRUs also enable the Debtors to send telecommunications
traffic across the Andes Mountains and connect their network
terminals on the eastern and western coasts of South America.
Pursuant to the terms of the Backhaul Agreements, the Debtors pay
IMPSAT certain maintenance fees in connection with the IRUs.

                      Telehouse Agreements

Telehouse Agreements are agreements pursuant to which IMPSAT
leases Global Crossing conditioned space in its telehouse
facilities located in various cities in South America.  The
leased space in IMPSAT's telehouse facilities enables the Debtors
to route their South American customers' telecommunications
traffic to their undersea fiber optic cable system and deliver
the traffic throughout the world.

                       Capacity Agreements

Capacity Agreements are arrangements between IMPSAT and the
Debtors for the use of large amounts of capacity on each other's
Networks.  The Capacity Agreements are critical to the operation
of both IMPSAT and the Debtors, as neither party owns the
physical infrastructure to link all the areas served by their
Networks.

                       Service Agreements

Under the Service Agreements, IMPSAT provides local access to
allow the Debtors to connect its various telehouses, which house
terminals from its Network, to the premises of the Debtors'
individual customers.  This type of service is referred to as
"last mile" services.

                          The Dispute

Mr. Basta recalls that on January 15, 2003, IMPSAT, individually
and on behalf of its Subsidiaries sought:

   * administrative expense priority status for the Debtors'
     postpetition payment defaults under certain Backhaul
     Agreements, Telehouse Agreements, Capacity Agreements, and
     Service Agreements; and

   * to compel the Debtors to immediately and irrevocably elect
     whether to reject the agreements on a certain date and
     continue to perform under such agreements through the
     rejection date.

IMPSAT asserted, among other things, that the Debtors were in
payment default of:

   * certain of the Telehouse Agreements due to the Debtors'
     conversion of the amounts due to the local currency of the
     country where the Telehouse is located; and

   * the Backhaul Agreements, based on the Debtors' alleged
     improper adjustment of the maintenance amounts due for
     negative inflation.

On February 19, 2003, the Debtors objected to IMPSAT's request
and sought the Court's authority to assume 21 agreements with
IMPSAT, including certain of the Backhaul, Telehouse, and
Capacity and Service Agreements, which were the subject of
IMPSAT's request.  The Debtors insisted that they were not in
payment default of any of the Agreements and that the various
adjustments made were proper.

The Debtors and IMPSAT subsequently agreed that the Debtors would
make a determination to assume or reject certain of the IMPSAT
Agreements by no later than May 14, 2003.  In addition, given the
numerous complex factual issues, the Debtors and IMPSAT began to
prepare a comprehensive litigation schedule.

According to Mr. Basta, the Debtors filed two adversary
proceedings against IMPSAT on March 26, 2003.  In the first
adversary proceeding, the Debtors sought certain declaratory
relief from the Court.  The second adversary proceeding sought
recovery of $466,820 from IMPSAT for obligations arising under
that certain Carrier Services Agreement, dated as of
January 19, 2001.

On April 23, 2003, the Debtors sought the Court's authority to
assume certain executory contracts and unexpired non-residential
real property leases, including one agreement with IMPSAT.  On
the same date, Global Crossing sought to reject certain executory
contracts and unexpired non-residential real property leases,
including eight agreements with IMPSAT.  On May 1, 2003, IMPSAT
objected to the Debtors' requests.

On June 9, 2003, the Debtors sought to reject certain Telehouse
Agreements with IMPSAT to which IMPSAT later filed an objection.  
At a hearing held on July 25, 2003, the Court permitted the
Debtors to reject the Telehouse Agreements related to Telehouses
located in Lima, Peru; Buenos Aires, Argentina; and Caracas,
Venezuela.

                  The IMPSAT Settlement Agreement

Mr. Basta states that after a series of arm's-length
negotiations, the Debtors and IMPSAT have entered into a term
sheet.  Pursuant to the Term Sheet, the Parties seek to:

   (a) resolve all outstanding claims and disputes between them;
       and

   (b) continue their ongoing business relationship on terms
       favorable to both Parties.

To that end, the Parties have negotiated the terms and conditions
of a Settlement Agreement that provide a number of benefits
to the Debtors, including:

   -- reduced rent for Telehouse space;

   -- the return of unused Telehouse space;

   -- shorter terms for the Telehouse leases; and

   -- reduced maintenance fees under the Backhaul Agreements.

Mr. Basta notes that to facilitate the execution of the operative
documents, the Debtors and IMPSAT entered into a letter
agreement, dated as of November 14, 2003.  Pursuant to the Letter
Agreement, the Parties agree to work together in good faith to
complete and execute the Operative Documents immediately in
accordance with the terms of the Term Sheet and the Settlement
Agreement.

The salient terms of the Term Sheet and the Settlement Agreement
are:

   (1) The Debtors' Grant of Telecommunication Capacity

       On the Settlement Effective Date, the applicable Global
       Crossing Subsidiary will provide the applicable IMPSAT
       Subsidiary certain leases and an IRU on capacity between
       specified cities.

   (2) Execution of Amendments to Agreements

       On the Settlement Agreement Effective Date, the applicable
       Global Crossing Subsidiaries and IMPSAT Subsidiaries will
       execute and enter into amendments to certain Backhaul,
       Telehouse, and Capacity and Service Agreements.

   (3) Assumption of Assumed Agreements

       On the Settlement Effective Date, the applicable Global
       Crossing Subsidiary will assume the Assumed Agreements
       under Section 365 of the Bankruptcy Code.

       The Assumed Agreements constitute substantially all of the
       IMPSAT Agreements, including Telehouse Agreements for
       Caracas, Venezuela and Buenos Aires, Argentina, which the
       Debtors previously sought to reject.  Because the
       rejection never became effective, the Parties now seek to
       assume these agreements under the terms of the Term Sheet
       and Settlement Agreement.

   (4) Settlement Payment

       On March 31, 2004, the applicable Global Crossing
       Subsidiaries will make payments in the aggregate amount of
       $1,500,000 to the applicable IMPSAT Subsidiaries.

   (5) Acceleration of Settlement Payment

       In the event that the Bankruptcy Court will determine that
       any Global Crossing Subsidiary is in breach of its payment
       obligations under any of the Agreements, between the
       Settlement Effective Date and March 31, 2004, then, in
       addition to the remedies available to IMPSAT in connection
       with such breach under each Agreement, the Settlement
       Payment will become immediately due and payable.  In the
       event that the Settlement Payment is not paid in full when
       due on or prior to March 31, 2004, then in addition to any
       events of defaults or remedies under the Agreements,
       IMPSAT will have an allowed Administrative Expense Claim
       in the Global Crossing Chapter 11 Cases in the amount of
       the Settlement Payment default and any damages arising
       from such deemed event of default under each such
       Agreements.

   (6) Set-off Against Settlement Payment

       In the event that IMPSAT is in default of any amounts
       owing to Global Crossing under the Agreements and the
       Settlement Agreement as of the date when the Settlement
       Payment is due, Global Crossing will have the right to
       set off against the Settlement Payment the amount which
       IMPSAT is in default to Global Crossing.

   (7) Waiver of Claims

       Upon the Settlement Effective Date, each of Party will
       withdraw and terminate, and will cause the IMPSAT
       Subsidiaries and the Global Crossing Subsidiaries to
       withdraw and terminate all claims and proceedings against
       each other pending in the Debtors' Chapter 11 Cases, the
       IMPSAT Chapter 11 Case, without any compensation or claims
       to be paid or owing to any party except as set forth in
       the Term Sheet and the Settlement Agreement.

   (8) Mutual Releases

       As of the Settlement Effective Date, the Parties agree to
       a mutual release each other.

   (9) Rescission of Rejection

       As of the Settlement Effective Date, each applicable
       Global Crossing Subsidiary will assume the Buenos Aires
       Telehouse Agreement and the Caracas Telehouse Agreement,
       as amended by the Term Sheet and Settlement Agreement.

  (10) Services Commitment Agreement

       Upon the Settlement Effective Date, the Services
       Commitment Agreement, dated as of July 12, 2001, between
       South American Crossing Ltd. and International Satellite
       Communication Holding Ltd. will be rejected by SAC, and
       IMPSAT will not file any claim in respect of any damages.  
       The deposits previously paid by SAC under the Services
       Agreement will serve as a credit for Global Crossing to be
       applied toward:

       -- purchasing local access from IMPSAT; or

       -- setting off the Settlement Payment up to a maximum of
          $465,000.

Mr. Basta contends that the provisions of the Term Sheet and the
Settlement Agreement are fair and fall well within the range of
reasonableness.  The Term Sheet and Settlement Agreement enable
the Debtors to avoid the litigation risks related to the
Pesofication Issue, the Inflation Issue, the Adversary
Proceedings, and the Debtors' decision to reject certain of the
Agreements.  Without the Term Sheet and Settlement Agreement, the
Debtors would have become embroiled in five separate and distinct
complex litigations, some of which would have required extensive
discovery and depositions.  The outcome of these litigations
would be uncertain and the Debtors could have faced potential
liability in the tens of millions of dollars.  The Term Sheet and
Settlement Agreement enable the Debtors to avoid these risks and
the costs of litigation.

Moreover, the Term Sheet and Settlement Agreement provide the
Debtors with a number of significant economic benefits.  Pursuant
to the Term Sheet and the Settlement Agreement, the terms of
certain of the Backhaul Agreements, Telehouse Agreements, and
Capacity and Service Agreements with IMPSAT are amended, thus
providing that the Debtors will:

     (i) pay reduced rent for Telehouse space over a shorter
         lease term;

    (ii) return unused space in the Telehouses; and

   (iii) pay reduced maintenance fees under the Backhaul
         Agreements.

Other than the Settlement Payment, the Debtors will assume
the Assumed Agreements with no cure costs.  This is a significant
reduction from the possible cure costs in the tens of millions of
dollars, depending on the outcome of the litigation of the
Pesofication Issue and the Inflation Issue, which the Debtors may
have been obligated to pay in the absence of the Term Sheet and
Settlement Agreement.  The Debtors will also be able to utilize
certain credits afforded by IMPSAT to SAC for the purchase of
additional telecommunication services.  Absent the Settlement
Agreement, the right of Global Crossing to utilize these credits
was disputed by IMPSAT.

In addition, the Settlement Agreement preserves the working
relationship between the Parties for the benefit of the Debtors.
Absent the Term Sheet and Settlement Agreement, the Debtors would
have been forced to find new local access providers in Latin
America and to move all telecommunications traffic to these new
providers, which would have involved a substantial risk of
interruption of service to their customers.

Accordingly, the Debtors sought and obtained the Court's
authority to enter into the IMPSAT Term Sheet and Settlement
Agreement effective as of December 11, 2003. (Global Crossing
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


GROSVENOR ORLANDO: Section 341(a) Meeting Scheduled for March 1
---------------------------------------------------------------
The United States Trustee will convene a meeting of Grosvenor
Orlando Associates, a California Limited Partnership's creditors
on March 1, 2004, 9:00 a.m., at South Trust Bldg., 6th Floor Suite
600, 135 West Central Boulevard, Orlando, Florida 32801. 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 Orlando, Florida, Grosvenor Orlando Associates, a
California Limited Corporation, owns a full service resort complex
and is located on 13 beautifully landscaped, lakeside acres
offering two heated swimming pools, a hot tub, lighted tennis
courts, basketball, volleyball, shuffle board, electronic game
room and fitness center.  The Company filed for chapter 11
protection on February 3, 2004 (Bankr. M.D. Fla. Case No.
04-01085).  R. Scott Shuker, Esq., at Gronek & Latham, LLP
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets of over $10 million and estimated debts of over
$50 million.


HAWAIIAN AIRLINES: Boeing Capital & Corporate Recovery File Plan
----------------------------------------------------------------
Boeing Capital Corporation and Corporate Recovery Group, LLC (CRG)
announced the filing of a joint reorganization plan that will
recapitalize Hawaiian Airlines and return former CEO Bruce R.
Nobles to the helm of the restructured company. The plan, filed
Tuesday in U.S. Bankruptcy Court, is subject to approval by the
court and by the airline's creditors.

"It is in the best interests of the airline's passengers,
employees and creditors to see Hawaiian effectively and promptly
reorganized," said Nobles, who led Hawaiian Airlines through
Chapter 11 bankruptcy and initiated the airline's turnaround
before leaving Hawaiian in 1997. "This airline has enormous
potential for a secure, successful future. The Boeing Capital and
CRG reorganization plan provides a bedrock for stability that
complements Hawaiian Airlines' 75-year history of service to
Hawaii's residents and visitors."

Under the plan, CRG's group will invest $30 million of committed
equity to recapitalize Hawaiian and fund its operations. Large
unsecured claims from creditors will be settled in the form of
subordinated notes and warrants to acquire common stock in the new
company, plus distributions from a litigation trust. Small
unsecured claims will receive a cash distribution equal to 50
percent of their claims. Existing equity in Hawaiian Airlines Inc.
will be cancelled.

"The ability to exchange notes for the larger unsecured claims
really sets this plan apart," said Nobles, who has 35 years of
experience in the airline industry. "Often, creditors receive only
stock in the reorganized company. These notes will be repaid at
market rates, providing creditors with an attractive recovery that
is higher than is customary in airline bankruptcies.

"In addition, this plan contains mutually agreeable revisions to
the Boeing aircraft leases, which will result in substantial cost
savings to the airline and the continued availability of the new
Boeing fleet," Nobles said.

Boeing Capital is among Hawaiian Airlines' largest creditors. It
has eleven Boeing 717s and three Boeing 767-300s under long-term
leases to the airline.

"We have been contacted by a number of parties who have wanted to
file a plan to reorganize Hawaiian Airlines, but the CRG group
stands alone in terms of its comprehensive and thoughtful business
plan, solid funding, and the experienced, seasoned leadership of
Bruce Nobles," said Scott Scherer, Boeing Capital's vice president
and general manager - Aircraft Financial Services.

"The CRG group has committed to the $30 million in new equity
capital, because we are confident Hawaiian has a strong future
with solid leadership from Bruce Nobles," said Ron Orr, a
principal with CRG. "Having Boeing Capital as a co-proponent
substantially enhances the reorganization plan."

"I left Hawaiian seven years ago with a good feeling about what we
had accomplished," said Nobles. "Over the last couple of years I
have become increasingly concerned about the management and
direction of Hawaiian, and my apprehension was confirmed by the
bankruptcy filing. I know what this airline is capable of. I am
committed to working with Hawaiian's employees to make the airline
strong and secure for their future."

Corporate Recovery Group, LLC, of Wilson, Wyoming provides
management and advisory experience, and access to capital to re-
engineer and restructure under-performing, over-leveraged or
distressed companies. The owners and principals of CRG -- Orr,
Allan R. Tessler and Eugene M. Freedman -- have more than 100
years of combined experience in business management and in the
legal, accounting, consulting, restructuring, investment and
merchant-banking professions.

Boeing Capital Corporation is the financing subsidiary of The
Boeing Company. Boeing Capital arranges, structures and provides
financial solutions to support the sale of Boeing products. The
company's portfolio is more than $12 billion, of which more than
80 percent is Boeing airplanes.

              "New Hawaiian Airlines" -- Plan of Reorganization

    Key Plan Elements

    Co-proponents:

    Boeing Capital Corporation
      One of Hawaiian Airline's largest creditors, with eleven
      Boeing 717s and three Boeing 767-300s under long-term leases
      to the airline.

    Corporate Recovery Group, LLC
      Corporate Recovery Group, LLC, of Wilson, WY provides
      management and advisory experience, and access to capital to
      re-engineer and restructure under-performing, over-leveraged
      or distressed companies. The owners and principals of CRG --
      Allan R. Tessler, Ronald S. Orr and Eugene M. Freedman --
      have more than 100 years of combined experience in business
      management and in the legal, accounting, consulting,
      restructuring, investment and merchant-banking professions.


    Plan of Reorganization terms:

    -- The CRG group provides $30 million in new, committed equity
         capital

    -- Bruce R. Nobles appointed CEO:
         Hawaiian Airlines CEO 1993-1997
         Led Hawaiian through Chapter 11 reorganization, 1993-1994
         35 years experience in airline industry

    -- Existing shareholder equity cancelled

    -- Larger, general unsecured claims ($500,000 or more):
         Subordinated notes, repaid at market rates
         Warrants to acquire common stock in the "New Hawaiian
         Airlines" Distributions from lawsuits

    -- Smaller, general unsecured creditors:
         Cash distribution equal to 50 percent of claim

    -- Administrative and priority claims:
         Paid in full

    -- Pilots' pension plan:
         Current benefits frozen
         Underfunded portion paid over time
         New terms negotiated


HAYES LEMMERZ: Closes Primary & Secondary Common Stock Offering
---------------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) announced the
closing of its primary offering of approximately 7.7 million
shares of common stock, including approximately 1.3 million shares
to cover over-allotments, and a secondary offering of 2.0 million
shares of its common stock.  The Company will use the net proceeds
that it received in the offering to redeem $87.5 million aggregate
principal amount of its outstanding 10-1/2% Senior Notes due 2010,
to prepay a portion of its Term Loan Facility and for general
corporate purposes.
    
The secondary offering was for shares owned by AP Wheels, LLC, an
affiliate of Apollo Management V, L.P.  Pursuant to the
registration agreement between Apollo and the Company relating to
the offering, Steve Martinez, one of the members of the Hayes
Lemmerz board of directors who had been selected by Apollo,
resigned from his position on the Hayes Lemmerz board upon the
closing of the offering.

Curtis Clawson, Chairman and CEO said, "Steve has been a valuable
member of the Board since he joined in June.  We appreciate
Steve's contributions and wish him the best in all future
endeavors."

Lehman Brothers and Merrill Lynch & Co. were the managing
underwriters and joint bookrunners for the offering and Citigroup
Global Markets Inc., Lazard Freres & Co. LLC and UBS Securities
LLC served as co-managers.

Hayes Lemmerz International, Inc. is a leading global supplier of
automotive and commercial highway wheels, brakes, powertrain,
suspension, structural and other lightweight components.  The
Company has 44 plants and approximately 11,000 employees
worldwide.


IMAX CORP: Closes $20-Mil. Credit Facility with Congress Financial
------------------------------------------------------------------    
IMAX Corporation (Nasdaq: IMAX; TSX: IMX) (S&P, B- Corporate
Credit Rating, Stable) completed a $20 million senior secured
revolving credit facility agreement with Congress Financial
Corporation of Canada, a subsidiary of Wachovia Capital Markets,
LLC.  The credit facility will remain in place for up to four
years and will be secured by substantially all of the assets of
IMAX.  In the last two and a half years, IMAX has reduced its debt
from $300 million to $160 million and recently refinanced the
remainder of its Senior Notes by issuing $160 million in new bonds
due in December 2010.

"We are very pleased to complete this financing with Congress and
Wachovia, which is an important final step in our debt planning.
The credit facility provides us with additional financial
flexibility going forward, on very favorable terms," said IMAX Co-
CEOs and Co-Chairmen Richard L. Gelfond and Bradley J. Wechsler.

"Over the past two and a half years, we have dramatically improved
our balance sheet by reducing total debt by nearly 50%,
stabilizing our cash position and obtaining additional liquidity
with this new facility," continued Messrs. Gelfond and Wechsler.  
"The significant improvements we have made to our balance sheet
positions us well for future growth and with ratings agencies
Moody's and Standard & Poor's, both of which have upgraded IMAX by
two notches."


KNOX COUNTY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Knox County Hospital Operating Corporation
        One Hospital Drive
        Barbourville, Kentucky 40906

Bankruptcy Case No.: 04-60083

Type of Business: The Debtor owns a hospital and provides
                  medical services.

Chapter 11 Petition Date: January 26, 2004

Court: Eastern District of Kentucky (London)

Judge: Joseph M. Scott Jr.

Debtor's Counsel: Dean A. Langdon, Esq.
                  Tracey N. Wise, Esq.
                  Wise DelCotto PLLC
                  219 North Upper Street
                  Lexington, KY 40507
                  Tel: 859-231-5800

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
County of Knox, Kentucky      construction loan       $3,600,000
c/o John P. Brice, II Esq.    proceeds
Wyatt Tarrant & Combs
Lexington Financial Center
Suite 1600 - 250 W Main St
Lexington KY 40507-1746

Rainmaker Financial LLC       management fees           $118,457

Jones Nale & Mattingly        management/audit fees     $102,746

Verizon William Taulbee       telephone equipment        $98,618

Seneca Medical                medical supplies           $52,839

Thermal Equipment             heating and air            $46,404
                              maintenance

Quest Diagnostics             lab services               $45,266

Roche Diagnostics Corp        lab supplies               $37,924

Knox Co Ambulance Serv        ambulance transport        $37,254

Cardinal Health               drugs                      $37,217

Bluegrass Lithotripsy LLC     Lithrotripsy services      $27,500

Moore Stephens Potter         2002 audit                 $27,500

USCS Equipment                equipment maintenance      $25,342

South East Biomedical Co      equipment maintenance      $25,317

Renal Health PLLC             inpatient dialysis         $24,300
                              services

Geodax Technology Inc         radiology supplies         $22,404

Dialysis Serv Barbourville    inpatient dialysis         $17,820
                              services

Commonwealth X-Ray Inc        radiology supplies/        $14,965
                              services

McBrayer McGinnis             legal services             $14,445

MedServ International         OR equipment repair        $14,372
  

LES BOUTIQUES: Sells Lingerie Shops to Ace Style for $1.2MM+
------------------------------------------------------------
Les Boutiques San Francisco Incorporees concluded an agreement for
the sale of Victoire Delage and Moments Intimes lingerie shops to
Boutiques Ace Style Inc., a wholly owned subsidiary of Ace Style
International, of Hong Kong. The agreement, for approximately $1.2
million, in addition to the value of inventory, applies to the 17
lingerie shops owned by Les Boutiques San Francisco Incorporees.

"We are delighted to acquire Victoire Delage and Moments Intimes.
These are quality names that are well respected throughout
Quebec," said Daniel Gendron, president of Les Boutiques Ace
Style. "We intend to continue operating all the stores, thereby
maintaining the 160 jobs they currently provide. We also intend
to continue working closely with current suppliers."

Gaetan Frigon, chief restructuring officer for Les Boutiques San
Francisco Incorporees, said that this transaction will enable the
company to complete the second phase of its restructuring plan.
On January 26, the company announced the sale of its San
Francisco banner to Groupe Marie Claire. "The restructuring plan,
which was accepted by the court in mid-January, is continuing as
announced," said Mr. Frigon. "The company will now focus on two
areas of development: the Les Ailes de la Mode banner and its
swimsuit division, including Bikini Village."

Since Les Boutiques San Francisco Incorporees obtained a court
order under the Companies' Creditors Arrangement Act , the sale
of Victoire Delage and Moments Intimes shops is subject to
Superior Court approval. It is also subject to due diligence and
a number of other conditions, including the transfer and renewal
of leases.


LTV CORP: Copperweld Tubing Objects to Lumbermens' Bond Claim
-------------------------------------------------------------
Copperweld Tubing Products Co. objects to the proof of claim for
$859,909.95 filed against its estate by Lumbermens Mutual Casualty
Company.  The claim purportedly arises from these agreements:

       (a) Surety Bond issued by Lumbermens on behalf of
           Copperweld Steel Company in favor of the State of
           Ohio Bureau of Workers Compensation; and

       (b) General Agreement of Indemnity dated June 25, 1985,
           between Copperweld and Lumbermens.

Patrick W. Carothers, Esq., at Thorp Reed & Armstrong LLP in
Pittsburgh, Pennsylvania, relates that Copperweld Steel was spun
off by Copperweld Corporation, an affiliate of LTV Corp., in
January 1987, and subsequently operated as an independent company.  
Copperweld Steel filed its Chapter 11 petition on November 22,
1993, but continued to pay workmen's compensation claims until
November 1995.  On November 29, 1995, the Ohio Board of Workmen's
Compensation found that Copperweld Steel was in default of its
obligations and took over the administration of claims.

The Bond was issued by Lumbermens to secure the obligations of
Copperweld Steel's self-insurance program for workmen's
compensation claims.  Copperweld entered into the Indemnity
Agreement to secure repayment of amounts paid by Lumbermens under
the Bond. In Copperweld Steel's Chapter 11 case, the OBWC agreed
to accept an allowed administrative expense claim for $2,000,000
in full settlement of all claims that the OBWC had or in the
future could have asserted against Copperweld Steel.  This
agreement was memorialized in a settlement agreement dated July 1,
1996, which was signed by the Liquidation Trust of Copperweld
Steel and the OBWC.

While Lumbermens includes copies of statements issued by the OBWC
purportedly evidencing amounts due under the Bond, Lumbermens has
not provided any evidence that it has paid any of those statements
or indeed has paid any amounts under or on account of the Bond,
either to the OBWC or any other entity at any time, including the
times before or after filing its claim.  Without that information,
the claim should be disallowed and expunged in its entirety.

Moreover, Copperweld understands that Lumbermens not only has not
made any payment because of the statements or the Bond, but also
has denied that it has any liability under the Bond.  Lumbermens
denied liability because, as a surety, it can have no greater
liability to the OBWC than its principal, Copperweld Steel.  
Because any and all claims that the OBWC had, or in the future may
have had, against Copperweld Steel were released and settled in
full, any claims that the OBWC had, or in the future could have
had, against Lumbermens under the Bond were in turn released and
settled in full by way of the OBWC Settlement Agreement.

Without any evidence supporting any payments by Lumbermens under
or on account of the Bond, or that any liability even exists under
the Bond, the claim is no more than a contingent, unliquidated
claim which should be expunged and disallowed in its entirety.

Moreover, to the extent that no payments have been made because of
the Bond, or that no liability exists under it, no liability has
arisen under the Indemnification Agreement.  To the extent any
liability exists under the Indemnification Agreement, and
Copperweld does not concede that any liability exists, that
liability is contingent in nature.  Unless and until Lumbermens'
liability under the Bond is established in the future, the claim
is contingent and unliquidated in amount.  Because the relevant
contingency has not arisen, Copperweld's alleged liability under
the Indemnification Agreement -- which Copperweld does not concede
it has -- has not currently been determined.

                      Lumbermens Responds

On behalf of Lumbermens, Stanley A. Winikoff, Esq., at Swartz
Campbell LLC in Pittsburgh, Pennsylvania, admits that the finding
by the OBWC that Copperweld Steel was in default of its
obligations "ostensibly creates a liability on the part of
Lumbermens" under the Bond.  However, Mr. Winikoff points out that
Copperweld agreed to indemnify Lumbermens for any liability in the
Indemnity Agreement.  Because Lumbermens has been threatened with
liability under the Bond, Lumbermens' claim against Copperweld
Steel under the Indemnity Agreement is proper.  While the OBWC
Settlement erased all debt allegedly owed by Lumbermens to the
OBWC, Mr. Winikoff says that, until the time when a court finds
that Lumbermens' alleged debt to the OBWC is extinguished,
Lumbermens' claim should not be disallowed.

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)


LUCENT TECH: Fitch Ups Ratings with Co.'s Return to Profitability
-----------------------------------------------------------------
Fitch Ratings has upgraded the senior unsecured debt rating of
Lucent Technologies to 'B-' from 'CCC+', and the rating of the
convertible trust preferred securities to 'CCC' from 'CC'. The
'CC' rating of the 8% convertible preferred stock has been
withdrawn. The Rating Outlook is Stable.

The ratings reflect Lucent's improved cost structure and return to
profitability, strengthened balance sheet as a result of the
company's debt retirement efforts, and manageable near-term debt
obligations. Also considered are Lucent's limited financial
flexibility, pressured credit protection metrics and current
industry conditions, which include continued weak spending
patterns of both the wireline and wireless telecommunications
services providers. Capital spending by communications carriers
has declined in recent years, but is expected to be stable in 2004
with areas of modest growth. Nevertheless, wireline and wireless
spending will remain significantly down from high historical
levels for the foreseeable future.

The Stable Rating Outlook reflects Fitch's belief that although
there still remains some volatility in the company's end markets
the operational environment should continue to stabilize in fiscal
2004 with revenues flat to slightly up and expectations for an
overall profit for 2004, excluding the impact of the revaluation
of warrants to be issued as part of a shareholder settlement.

In fiscal 2003, Lucent's operations benefitted from restructuring
initiatives, enabling the company to report its first profitable
quarter in almost three years. For the first quarter ended Dec.
31, 2003, total revenue was $8.7 billion on an LTM basis compared
to $8.4 billion and $12.3 billion for fiscal 2003 and fiscal 2002,
respectively. For the same period, EBITDA (excluding the impacts
of business restructuring charges and the recovery of bad debts
and customer financings) of $1.3 billion was substantially higher
than $633 million for fiscal 2003 as the company has been able to
rationalize its cost structure. However, credit protection
measures remain weak, as Lucent has only recently begun to report
positive EBITDA, with leverage (measured by total debt/EBITDA) of
5.2x on an LTM basis as of Dec. 31, 2003 and coverage (measured by
EBITDA/interest) of 3.4x for the same period.

Lucent's strengthened balance sheet is a direct result of the
execution of preferred stock and debt retirement. Since June 2002,
the company has repurchased $1.1 billion of its 8% convertible
preferred stock, $598 million of its 7.75% convertible trust
preferred securities, and $524 million of other senior debt
obligations in exchange for approximately 623 million shares of
common stock and $550 million in cash. Also, during the third
quarter of 2003, the company sold series A and series B 2.75%
convertible debentures for an aggregate of $1.6 billion. As of the
quarter ended Dec. 31, 2003, total debt was approximately $2.7
billion of senior unsecured debt, $1.6 billion in convertible
debentures, $1.2 billion of convertible trust securities, $817
million in convertible subordinated debentures and $220 million in
other debt, for a total of $6.5 billion.

While Lucent has no significant long-term debt maturities until
2006 (when approximately $750 million of notes are due), the 8%
convertible subordinated debentures are redeemable at the option
of the holders on various dates, the earliest of which is Aug. 2,
2004. Lucent may satisfy this obligation using cash, common stock
or a combination of both.

Although Lucent's financial flexibility remains limited, Fitch
believes the company's current resources are adequate to meet
near-term obligations, with cash and marketable securities of
approximately $4.3 billion as of Dec. 31, 2003. However, Fitch
continues to monitor Lucent's operations as cash burn continues to
be a rating issue. As of Dec. 31, 2003, cash used for operations
was $463 million on an LTM basis including cash charges for
restructuring.

Remaining cash costs for restructuring currently total $440
million and will be paid over the next several years. While the
company does not expect to make a cash contribution to its $30
billion U.S. pension plans in fiscal 2004 through fiscal 2006,
expected funding requirements for its post-retirement health care
benefits are $240 million during the remainder of fiscal 2004 and
approximately $300 million annually through fiscal 2006.


MARY MCCLELLAN: US Trustee Schedules March 8 Sec. 341(a) Meeting
----------------------------------------------------------------
The United States Trustee will convene a meeting of Mary McClellan
Hospital, Inc.'s creditors on March 8, 2004, at 12:00 p.m., at 74
Chapel Street, Hearing Room 101, Ground Floor, Albany, New York
12207. 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 Cambridge, New York, Mary McClellan Hospital,
Inc., a provided of health care services, filed for chapter 11
protection on February 6, 2004 (Bankr. N.D.N.Y. Case No.
04-10657).  Christian H. Dribusch, Esq., represents the Debtor in
its restructuring efforts. When the Company filed for protection
from its creditors, it listed $2,459,877 in assets and $7,907,344
in debts.


MEDISOLUTION: Closes $1M Contract with Six Quebec Health Centers
----------------------------------------------------------------
MediSolution Ltd. (TSX: MSH) announced a new contract with six
health centers in Quebec City for MediLab(R), a highly
configurable healthcare information system, for the
computerization of the biochemistry, hematology and microbiology
modules. This contract, which closed in MediSolution's third
quarter, will generate revenues of $1.0 million and will be
operational by the end of 2004.

MediLab is an automated laboratory information system
designed to meet the needs of small, single discipline
laboratories to large, multi-disciplinary, multi-site
laboratories.  It ensures complete control over operations, and
allows automation of a variety of functions, from initial
laboratory requests to the production and communication of final
test results - all while maintaining a complete patient history,
accurately tracking samples, and enabling tracking of actions
taken on requests.

"MediLab boasts world-class reliability and continues to evolve
to meet the highest global standards," said Paul Hill, Senior
Vice President of Marketing and Business Strategy for
MediSolution.  "This product provides tools that empower managers
to optimize their processes, helping to improve accuracy and meet
objectives more efficiently."

Founded in 1974, MediSolution is a leading healthcare information
technology company, providing software and services to healthcare
customers across North America.  More than 500 hospitals, clinics,
and other healthcare providers rely on MediSolution's Healthcare
Information Systems and Healthcare Resource Management solutions
to maximize their operational efficiencies, lower their costs, and
improve the delivery of healthcare services.  MediSolution is
publicly traded (TSX: MSH), and has a staff of 330 who operate
from the Company's Montreal, Quebec headquarters and offices
throughout Canada and the United States.  For more information,
visit http://www.medisolution.com/  

MediSolution Ltd.'s September 30, 2003 balance sheet shows a
working capital deficit of about $13 million, and a total
shareholders' equity deficit of about $8 million.


MINORPLANET SYSTEMS: Appeals Nasdaq's Delisting Notification
------------------------------------------------------------
Minorplanet Systems USA, Inc. (Nasdaq:MNPLQ), a leading provider
of telematics-based management solutions for commercial fleets,
announced that it has filed an appeal of the Nasdaq Listing
Qualifications Staff's Feb. 2, 2004, decision to delist the
company's securities from The Nasdaq SmallCap Market. Accordingly,
the delisting action has been stayed pending the outcome of the
hearing before the Nasdaq Listing Qualifications Panel scheduled
for Mar. 4, 2004.

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

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

             About Minorplanet Systems USA, Inc.

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


MIRANT CORP: Enters Into Compromise with Tennessee Gas
------------------------------------------------------
Effective November 1, 2000, Mirant Americas Energy Marketing LP
and Tennessee Gas Pipeline Company entered into a Transportation
Agreement.  The Transportation Agreement provides for
transportation service under Tennessee Gas' Rate Schedule FT-A
for a maximum daily quantity of 59,000 dth/d, and a primary term
of one year.  The parties subsequently amended the Transportation
Agreement to provide for a reduced capacity and to extend the
term through March 31, 2007.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, informs the Court that to secure the payments due under
the Transportation Agreement, the Debtors procured a $2,500,000
letter of credit issued by Wachovia Bank, N.A. in favor of
Tennessee Gas.

MAEM entered into the Transportation Agreement to be able to
purchase capacity to service contracts with third parties.  
However, these service contracts with third parties are no longer
part of MAEM's portfolio.  Thus, the Transportation Agreement no
longer serves its intended purpose.

The Debtors conducted an analysis to determine whether it would
benefit their estates to attempt to market the capacity or assign
the Transportation Agreement to a third party.  The Debtors
determined that the terms of the Transportation Agreement are
significantly above market and therefore, it would not be
beneficial for them to market the capacity or assign the
Transportation Agreement to a third party.  Rejecting the
Transportation Agreement is the better alternative.

Ms. Campbell reports that MAEM commenced negotiations with
Tennessee Gas regarding a global compromise that would benefit
both the Debtors' estates and Tennessee Gas by limiting Tennessee
Gas' rejection damage claims and enabling it to immediately begin
marketing the excess capacity available under the Transportation
Agreement.  The parties consequently agreed that:

   * MAEM will reject the Transportation Agreement;

   * In full satisfaction of Tennessee Gas' claims arising out
     of MAEM's rejection of the Transportation Agreement, the
     Debtors will pay to Tennessee Gas $620,000, which payment
     will be satisfied through a draw by Tennessee Gas on the
     existing letter of credit; and

   * The Debtors and Tennessee Gas will execute mutual releases
     with respect to all claims or potential claims relating to
     or arising from MAEM's rejection of the Transportation
     Agreement.

Accordingly, the Debtors ask Judge Lynn to approve the compromise
with Tennessee Gas pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure, and authorize them to reject the
Transportation Agreement pursuant to Section 365 of the
Bankruptcy Code.

Ms. Campbell contends that the compromise is fair and reasonable
because:

   (i) it avoids the uncertainty associated with litigating
       Tennessee Gas' rejection damage claim, which could
       possibly reach $2,500,000;

  (ii) it avoids the risk of a large rejection damage judgment
       against the estates;

(iii) there is an available letter of credit to satisfy the
       agreed rejection damage claims against the estates; and

  (iv) the Transportation Agreement is of no benefit to the
       Debtors. (Mirant Bankruptcy News, Issue No. 23; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


MTS INCORPORATED: Has Until April 24, 2004 to File Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, gave MTS
Incorporated and its debtor-affiliates an extension 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
April 24, 2004 to file their Schedules of Assets and Liabilities
and Statement of Financial Affairs.

Headquartered in West Sacramento, California, MTS, Incorporated --
http://www.towerrecords.com/-- is the owner of Tower Records and  
is one ofthe largest specialty retailers of music in the US, with
nearly 100 company-owned music, book, and video stores. The
Company, together with its debtor-affiliates, filed for chapter 11
protection on February 9, 2004 (Bankr. Del. Case No. 04-10394).  
Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards Layton & Finger represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed its estimated debts of over $10 million
and estimated debts of over $50 million.            


NORTEL: Creates New Core Interoperability Lab in North Carolina
---------------------------------------------------------------
Deepening its commitment to innovation and value for service
providers, Nortel Networks (NYSE:NT)(TSX:NT) announced the
creation of a new interoperability lab that will serve as one of
the Company's global hubs for interoperability advances with
wireline partners and customers, as well as enhance speed to
market for developing applications such as voice over Internet
protocol (VoIP).

The new lab will be located in Research Triangle Park, North
Carolina, and will allow partners and customers better access for
short-term and long-term interoperability projects with Nortel
Networks. Expected to be fully in service by April 1, 2004, the
RTP lab is designed to accommodate increased interoperability
testing between Nortel Networks and key, third-party vendors.

This 'flagship' lab for carrier interoperability in RTP will be
interconnected with other carrier- and enterprise-focused
interoperability test labs in Asia, Canada, and the United
States. This multifaceted approach to interoperability testing is
expected to allow Nortel Networks to establish core competencies
and control, as well as reduce implementation times.

As part of its global interoperability strategy, Nortel Networks
also announced new product memberships to its VoIP and multimedia
interoperability testing program. These memberships will further
Nortel Networks commitment to providing carriers with maximum
flexibility in implementing VoIP networks. New members include:
Acme Packet(TM), AFC(R), AudioCodes(TM) (Nasdaq: AUDC), Carrier
Access(TM), Convedia(TM) Corporation, General Bandwidth(R), IP
Unity, Netrake, Verilink(TM) Corporation (NasdaqNM: VRLK), and
Westell Technologies, Inc. (Nasdaq: WSTL).

"Interoperability is crucial to our customers' business, and we
realize that successful interoperability requires ongoing effort
and determination from vendors like Nortel Networks and members
of our VoIP and multimedia interoperability program," said Sue
Spradley, president, Wireline Networks, Nortel Networks.

"By testing interoperability with other vendors, we apply Nortel
Networks carrier-grade experience in the lab to facilitate system
integration before real-world deployment," Spradley said. "It is
a commitment to quality and reliability that we deliver to all of
our customers. Interoperability testing with other industry
leaders allows us to help service providers drive top-line
revenue opportunities, while making it more cost-effective for
service providers to expand their businesses and offer new
services."

Nortel Networks voice over IP and multimedia interoperability
testing program is designed to help service providers accelerate
time-to-market of packet voice and new session initiation
protocol-based multimedia services. New program members
will focus on enabling interoperability of Nortel Networks
Succession Communication Server 2000 superclass softswitches
and Nortel Networks Multimedia Communication Server 5200
with third-party access and trunk gateways, border elements, and
SIP service delivery platforms.

"Service providers today want a network comprised of multiple
vendors, but interoperability has emerged as one of the biggest
challenges they face in creating multi-vendor environments," said
Danny Klein, communications infrastructure analyst, Yankee Group.
"As a result, service providers look to vendors like Nortel
Networks to create relationships that bridge the gap in
multi-vendor networks, ensuring interoperability and seamless
integration between solutions."

Nortel Networks has completed interoperability testing with
several leading third-party vendors, and is in the process of or
working toward interoperability testing with several others. The
newly-announced third-party vendors include:

-- Nortel Networks plans to conduct interoperability testing
   between Succession CS 2000 and MCS 5200 and Acme Packet's
   session border controller, the Net-Net Session Director, which
   provides key security, service assurance and protocol
   inter-working functionality for H.323 gatekeeper-to-gatekeeper
   communications. Acme Packet's Net-Net SD allows service
   providers to securely interconnect their core voice over IP
   networks with a wider range of enterprise IP PBX systems
   supported by Succession CS 2000.

-- Nortel Networks has completed interoperability testing between
   AFC's AccessMAX(TM) H.248 gateway and Nortel Networks
   Succession CS 2000 softswitch portfolio to further expand H.248
   access options. AFC's AccessMAX is a platform for delivering
   multiservice broadband applications and enables carriers to    
   migrate from copper-to-fiber and circuit-to-packet access
   networks.

-- Nortel Networks is scheduling interoperability testing with
   AudioCodes, whose MediaPack 104/108/124 products enable line
   and trunk termination in a customer premise VoIP media gateway.
   Interoperability testing between Nortel Networks CS 2000
   softswitch portfolio and AudioCodes' MediaPack products will
   provide service providers with a greater range of H.323 and
   MGCP-controlled analog VoIP gateways.

-- Nortel Networks plans to schedule interoperability testing
   between Carrier Access' Adit 600 Multiservice Delivery Terminal
   and Nortel Networks Succession CS2000 and MCS 5200. Carrier
   Access' Adit 600 Multiservice Delivery Terminal will enable
   carrier-class Hosted PBX and IP Centrex and data services for
   small-and medium-sized businesses, further expanding packet
   gateway options for Succession customers.

-- Convedia Corporation has joined the VoIP and multimedia
   interoperability testing program and intends to conduct
   interoperability testing between its CMS-6000 Media Server and
   Nortel Networks MCS 5200. Convedia's IP media servers provide
   voice and video processing for use in a broad range of enhanced
   services including interactive voice response, multimedia
   conferencing and unified messaging for wireline, wireless, and
   cable/MSO service providers.

-- Nortel Networks is planning interoperability testing between
   its Succession CS 2000 and General Bandwidth's G6(R) Packet
   Telephony Migration Platform, an open, standards-based
   circuit-to-packet media gateway. The carrier class G6 platform
   allows service providers and cable operators to cost
   effectively deliver voice services over existing broadband
   infrastructures by supporting legacy Class 5 switches (GR-
   303/V5.2), feature servers (SIP/PRI) and softswitches
   (PacketCable(TM) TGCP).

-- Nortel Networks has scheduled interoperability testing between
   its Succession CS 2000 and IP Unity's Harmony6000(TM)
   application platform. Interoperability testing between these
   products will enable service providers to deploy flexible new
   services including voicemail, unified messaging services, audio
   conferencing, and web conferencing.

-- Netrake has joined the VoIP and multimedia interoperability
   testing program. Netrake delivers SIP and H.323 gateway and
   gatekeeper functionality on a single platform. Nortel Networks
   intends to conduct interoperability testing between Netrake's
   nCite(TM) session controller and Nortel Networks Succession CS
   2000. Testing between these products will enable service
   providers to securely interconnect to multiple networks and
   support gateway-to-gateway and gateway-to-gatekeeper calls.
  
-- Nortel Networks is conducting interoperability testing between
   its Succession CS 2000 softswitch portfolio and Verilink's Net
   Engine(TM) 8108s and 8508s Integrated Access Devices (IADs).
   Verilink's Net Engine IADs further expand service providers'
   packet gateway options by enabling VoIP-based enterprises or
   residential end users to connect to existing ADSL and SHDSL
   equipment.

-- Nortel Networks has completed interoperability testing between
   its Succession CS 2000 and Westell's carrier-class InterChange
   iQ 2030 DPNSS-H.323 VoIP gateway to further expand H.323 trunk
   gateway options in the UK market. The InterChange iQ 2030
   provides a flexible solution for connecting legacy DPNSS PBXs
   over an IP network, allowing customers to transition their
   voice and data networks to a VoIP environment.

Nortel Networks MCS 5200, part of Nortel Networks multimedia
communications portfolio, is a SIP-based media and applications
server. It leverages an open, standards-based architecture and
commercially available hardware and software, positioning service
providers to offer advanced multimedia and collaboration
applications for businesses and consumers.

Nortel Networks Succession CS 2000 superclass softswitch provides
call control and delivers a full set of voice services. A
superclass softswitch meets all criteria for 'true' service
provider circuit-to-packet migration, including local, tandem and
long distance capability on a single platform; full business and
residential telephony service sets; and carrier-grade reliability
and scalability.

Nortel Networks (S&P, B Corporate Credit Rating, Stable) is an
industry leader and innovator focused on transforming how the
world communicates and exchanges information. The Company is
supplying its service provider and enterprise customers with
communications technology and infrastructure to enable value-added
IP data, voice and multimedia services spanning Wireless Networks,
Wireline Networks, Enterprise Networks, and Optical Networks. As a
global company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at http://www.nortelnetworks.com/.


NRG ENERGY: Court Okays $4 Million Kroll Zolfo Consummation Fee
---------------------------------------------------------------
Kroll Zolfo Cooper LLC, under the direction of Leonard LoBiondo
and John R. Boken, served in an integral advisory role to the NRG
Energy Debtors' management and the NRG Board of Directors.  

After the Debtors initiated the Chapter 11 cases and at the
Debtors' request, Mr. LoBiondo and Mr. Boken assumed management
responsibilities at NRG.  Specifically, the Debtors asked:

   -- Mr. LoBiondo to serve as Chief Restructuring Officer and as
      a member of the Board of Directors; and

   -- Mr. Boken to serve as Interim President and Chief Operating
      Officer.  

Mr. LoBiondo and Mr. Boken were also asked to assign appropriate
Kroll Zolfo staff as Associate Directors of Restructuring to
serve in various capacities with the Debtors and to perform other
necessary services.  This engagement was structured through a
services agreement.  The Court approved the Services Agreement on
June 30, 2003, subject to certain modifications.  

During the course of the Debtors' Chapter 11 cases, Mr. LoBiondo,
Mr. Boken and their colleagues were responsible for the:

   (a) day-to-day management of the Debtors' operations, which
       includes assets in eight countries and over 3,000
       employees;

   (b) management of the asset sale process;

   (c) restructuring of operations and management of revenues and
       costs so that the Debtors could generate positive
       operating cash flow, on both a current and projected
       basis, after:

          -- operating and administrative costs;

          -- necessary capital expenditures; and

          -- continuing debt service requirements;

   (d) generation and accumulation of cash from operating
       performance, asset sales, settlements and financings
       sufficient to enable the Debtors to emerge from Chapter 11
       as a viable entity;

   (e) negotiation and consummation of a consensual Chapter 11
       Plan of Reorganization; and

   (f) resolution of various bankruptcy, regulatory, litigation
       and alleged claims issues that might serve as impediments
       to either confirmation of the Plan of Reorganization or an
       expedited Effective Date.

The Services Agreement, as amended by the Final Order, outlined
the manner in which Mr. LoBiondo, Mr. Boken and LoBiondo, LLC
would be compensated for services rendered.  Mr. LoBiondo, Mr.
Boken and LoBiondo, LLC are entitled, under the terms of the
Services Agreement, to a $4,000,000 Consummation Fee if:

    (a) the terms for earning the Consummation Fee as set forth
        in the Services Agreement are satisfied; and

    (b) the Effective Date of the NRG Plan of Reorganization
        occurs no later than December 31, 2003.

Mr. LoBiondo, MR. Boken and their colleagues asserted that in both
prepetition and subsequent to the Debtors' Chapter 11 filings they
contributed to the completion of the Debtors' restructuring
process in an expedited manner.  Thus, the services, duties and
responsibilities for which Mr. LoBiondo, Mr. Boken and LoBiondo,
LLC were responsible for performing under the terms of the
Services Agreement were fulfilled.

Accordingly, the Court approved the $4,000,000 Consummation Fee.
(NRG Energy Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ON COMMAND CORP: Acquires Hotel Cable Network Company
-----------------------------------------------------
On Command Corporation, a leading provider of in-room interactive
entertainment announced the acquisition of the controlling
interest of Hotelevision, Inc.  Hotelevision is the leading
national television company that provides advertising with
targeted access to affluent audiences in upscale hotel rooms.  
Under the terms of the agreement, Hotelevision will continue to
operate as a separate entity, but will coordinate its activities
with On Command.

"On Command is very excited to add Hotelevision's programming to
our expanding family of hotel products and services for 2004,"
said Chris Sophinos, president and chief executive officer of On
Command.  "The Hotelevision service allows us to provide hoteliers
with an alternative to the current financial model where they pay
for the delivery of satellite channels."

Hotelevision is a national ad-supported media company that
delivers ten high-profile cable channels to select hotels.  By
"road-blocking" commercial messages across its ad-supported
network partners, Hotelevision offers advertisers exclusive access
to decision-making business executives and affluent consumers.  
Audience delivery is guaranteed through metered measurement
provided by Nielsen Media Research.  Hotelevision's partner
networks include A&E, The Biography Channel, Court TV, CNBC, Fox
News Channel, National Geographic Channel, History Channel
International, MSNBC, The Weather Channel and STARZ!.  The
Hotelevision service is delivered on a free-to-guest basis and is
provided at no cost to hotels.  "On Command will allow
Hotelevision to provide more value to advertisers through greater
distribution," said Karl Spangenberg, president and general
manager of Hotelevision.  "On Command, Hotelevision and our
respective hotel customers will benefit from greater coordination
on sales, installation and service."

                    About On Command

On Command Corporation -- http://www.oncommand.com/-- is a  
leading provider of in-room entertainment technology to the
lodging and cruise ship industries. On Command is a wholly owned
subsidiary of Liberty Media Corporation (NYSE: L, LMCB).  On
Command entertainment services include: on-demand movies;
television Internet services using high-speed broadband
connectivity; television email; short form television features
covering drama, comedy, news and sports; video games; and music-
on-demand services through Instant Media Network, a majority-owned
subsidiary of On Command Corporation and the leading provider of
digital on-demand music services to the hotel industry.  All On
Command products are connected to guest rooms and managed by
leading edge video-on-demand navigational controls and a state-of-
the art guest user interface system.  The guest menu system can be
customized by hotel properties to create a robust platform that
services the needs of On Command hotel partners and the traveling
public.  On Command and its distribution network services more
than 1,000,000 guest rooms, which touch more than 300 million
guests annually.

On Command's direct served hotel properties are located in the
United States, Canada, Mexico and Spain.  On Command distributors
serve cruise ships operating under the Royal Caribbean, Costa and
Carnival flags. On Command hotel properties include more than 100
of the most prestigious hotel chains and operators in the lodging
industry: Accor, Adam's Mark Hotels & Resorts, Fairmont, Four
Seasons, Hilton Hotels Corporation, Hyatt, Loews, Marriott
(Courtyard, Renaissance, Fairfield Inn and Residence Inn),
Radisson, Ramada, Six Continents Hotels (Inter-Continental, Crowne
Plaza and Holiday Inn), Starwood Hotels & Resorts (Westin,
Sheraton, W Hotels and Four Points), and Wyndham Hotels & Resorts.

At September 30, 2003, On Command's balance sheet shows a total
shareholders' equity deficit of about $46 million.


ONSPAN NETWORKING: Must Obtains Additional Financing to Fund Ops.
-----------------------------------------------------------------
On August 5, 2002, Onspan Networking sold and transferred the
stock of its wholly-owned subsidiary, InterLAN Communications,
Inc. to G. Anthony Munno, Martin Sainsbury Carter and Brian
Ianniello, who were executives and employees of InterLAN.

In exchange for the assignment of the InterLAN stock, Messrs.
Munno, Carter and Ianniello transferred 21,168 shares of Onspan
common shares, and Onspan was relieved of substantially all
obligations and guarantees provided to third parties. Onspan also
retained the right to a certain tax refund in amount of $45,147
owing to InterLAN. These individuals also resigned in all
capacities as directors, officers and/or employees of Onspan.
Onspan retained the following assets of the corporation $1,078,883
in cash, the marketable securities, the prepaid expenses, the
entire income tax receivable, and $2,611 in property. The
liabilities Onspan retained include a $30,946 dividend payable,
$25,929 due to purchasers of discontinued operations, and $19,410
note payable.

Prior to August 5, 2002, the Company, a Nevada corporation, was a
holding Company, that through its wholly owned subsidiary,
InterLAN Communications, Inc., developed data communications and
networking infrastructure solutions for business, government and
education. Following August 5, 2002, the Company, announced a
change in its strategy and subsequently sold its operating
division InterLAN. The Company's recently changed its business
focus to residential real estate development and building
construction services. From 1985 until 2002, the Company's
business primarily concentrated on sales of computer hardware and
software. In April of 2003, the Company changed its focus to
investing in and revitalizing single family homes in established
residential neighborhoods in suburban areas. The Company closed on
this property on June 19, 2003. The Company has entered into a
contract with Garcia Brenner & Stromberg architects to design the
project. The Company intends to renovate and expand the existing
single-family home project on this site. This project, known as
Coventry 1 Inc., has entered into the permitting stage.

Since its change in focus the Company has not had any revenues
from sales of its properties. Accordingly, the Company has a
limited relevant operating history upon which an evaluation of its
prospects can be made. Such prospects must be considered in light
of the risks, expenses and difficulties frequently encountered in
the establishment of a relatively new business in the real estate
development industry, which is a continually evolving industry
characterized by an increasing number of market entrants and
intense competition, as well as the risks, expenses and
difficulties encountered in the real estate development and
building construction business. The Company prior to its change
has incurred operating losses and has an accumulated deficit of
approximately $7,074,815. There can be no assurance that the
Company will be successful in generating revenues at a sufficient
quantity or margin or that the Company will ever achieve
profitable operations.

The Company's capital requirements have been and will continue to
be significant. The Company has been dependent primarily on
existing capital and a credit line. Future capital needs may be
satisfied by either the private placement of equity securities
and/or debt financings. The Company based on its cash requirements
and exposure to liability from shareholder lawsuits is unsure if
existing capital will be sufficient for the next twelve months. In
the event that the Company (due to unanticipated expenses, delays,
problems, or otherwise), would be required to seek additional
funding, any such additional funding could be in the form of
additional equity capital. The Company is currently,
contemplating, pursuing potential funding opportunities. However,
there can be no assurance that any of such opportunities will
result in actual funding or that additional financing will be
available to the Company when needed, on commercially reasonable
terms, or at all. If the Company is unable to obtain additional
financing if needed, it will likely be required to curtail its
real estate development plans and may possibly cease its
operations.  Any additional equity financings may involve
substantial dilution to the Company's then-existing shareholders.

Due to the potential exposure to litigation and small
compensation, it may be difficult to secure an Independent Audit
Committee Member. If the Company is unable to secure an
Independent Audit Committee Member, it may be in violation of
current audit standards and may be subject to possible de-listing,
which could have a materially adverse affect on the Company's
financial condition or results of operations.


OWENS CORNING: Gets Clearance to Assume Amended US Borax Agreement
------------------------------------------------------------------
Owens Corning and U.S. Borax, Inc. are parties to a prepetition
Material Purchase Agreement.  Pursuant to the Material Purchase
Agreement, U.S. Borax supplies borax to Owens Corning and its
affiliates.  Owens Corning utilizes Borax primarily as a fluxing
agent in the production of glass insulation.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that Borax is a critical element of
Owens Corning's glass insulation business.  Owens Corning's glass
insulation business generates significant revenue and is a key
element of the Debtors' business operations.

U.S. Borax is one of the two largest producers of Borax in the
world.  U.S. Borax supplies Borax to several of Owens Corning's
glass insulation plants.  U.S. Borax also provides technical
support to Owens Corning, which aids in achieving continual
improvements in the products and services supplied and results in
lower manufacturing costs for Owens Corning, less variable
products and enhanced customer satisfaction through manufacturing
stability.

On August 1, 2001, U.S. Borax timely filed a proof of claim
asserting an unsecured non-priority claim for $3,020,216 for the
Borax supplied to Owens Corning.  The parties, subsequently,
agreed to adjust the Claim amount to $2,815,815 to reflect
certain payments received by U.S. Borax.

U.S. Borax also asked the Debtors to assume the Material Purchase
Agreement.  The Debtors had discussions with U.S. Borax regarding
whether, in the context of the assumption, U.S. Borax would be
willing to enhance the terms of the Material Purchase Agreement.  
The discussions resulted in an agreement by which Owens Corning
agreed to assume the Material Purchase Agreement, as modified by
an amendment.

The basic terms of the First Amendment are:

   (1) The "Term" as set forth in the Material Purchase Agreement
       is extended;

   (2) The prices for Borax are favorable and will remain
       fixed throughout the Term;

   (3) U.S. Borax has a one-time option to further extend the
       Term of the Material Purchase Agreement; and

   (4) Owens Corning will pay U.S. Borax a $2,815,815 net
       agreed Cure Amount.  Thereafter, U.S. Borax will exercise
       the extension option and pay Owens Corning $2,000,000.

U.S. Borax agrees to accept the Cure Amount in full and complete
satisfaction of Owens Corning's cure obligation pursuant to
Section 365 of the Bankruptcy Code or otherwise, and any other
prepetition claim the Debtors owed U.S. Borax.

Accordingly, the Debtors sought and obtained the Court's
authority, pursuant to Section 365, to assume the modified
Material Purchase Agreement and pay the Cure Amount. (Owens
Corning Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PARMALAT: AFLAC Discloses $257 Million Pre-Tax Investment Loss
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated February 2, 2004, AFLAC Incorporated discloses
that it incurred $175,000,000 in realized investment losses in
the fourth quarter of 2003.

Ralph A. Rogers, Jr., AFLAC Senior Vice President, Financial
Services, and Chief Accounting Officer, explains that the large
realized investment losses in the fourth quarter of 2003 related
primarily to the sale of AFLAC's investment in Parmalat.  Mr.
Rogers relates that, following the disturbing financial
developments at Parmalat and several credit ratings downgrades of
its debt, AFLAC conducted an extensive analysis of its
investment.  Based on that analysis, AFLAC sold all of its
holdings in Parmalat and realized a pretax loss of $257,000,000.

AFLAC also sold its investment in Levi Strauss at a pretax loss
of $38,000,000.  The investment losses on Parmalat, Levi Strauss
and other investment transactions in the normal course of
business decreased consolidated pretax earnings by $284,000,000.

AFLAC is a leading writer of insurance products marketed at the
worksite in the United States. (Parmalat Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PG&E NATIONAL: NEG Debtor Files 2nd Amended Plan & Disc. Statement
------------------------------------------------------------------
On February 3, 2003, National Energy Gas Transmission, Inc.,
delivered to the Court its Second Amended Plan and Disclosure
Statement.

A full-text copy of NEG's Second Amended Plan and Disclosure
Statement is available for free at:

      http://bankrupt.com/misc/neg_second_amended_plan.pdf

                   Estimate of Allowed Claims

The Second Amended Plan provides NEG's estimates of allowed
claims:

                                        NEG's
               Type of Claim        Estimates of    Approximate
Class           or Interest        Allowed Claims   Recoveries
-----          -------------       --------------   -----------
Unclassified   Admin Claims           $5,958,000       100%

Unclassified   Fee Claims             20,663,000       100%

Unclassified   Priority Tax
                  Claims                       0       100%

     1         Secured Claims                  0       100%

     2         Priority Claims                 0       100%

     3         General Unsecured
                  Claims           3,113,000,000        50%

     4         Subordinated
                  Claims                       0       none

     5         Equity Interests              N/A       none

Administrative Claims consists primarily of:

      * $2,088,000 in employee retention payments;

      * $1,238 for cure payments related to assumption of leases
        and contracts; and

      * $2,632,000 for other administrative claims.

Additionally, NEG will remain obligated to pay postpetition
claims incurred in the ordinary course of business.

                  Administrative Claims Bar Date

Pursuant to the Second Amended Plan, requests for Administrative
Claims payment that have arisen or will arise in the period from
July 8, 2003 through the effective date of the Plan must be filed
and served pursuant to the procedures set forth in the
Confirmation Order, by 45 days after the Effective Date -- unless
an earlier date is set by the Bankruptcy Court.  No request need
be filed and served for Claims to be paid in the ordinary course
of business.  Any entities that fail to file an Administrative
Claim request on or before the 45-days deadline will be forever
barred from asserting the Administrative Claim against NEG,
Reorganized NEG, or any of their property.  The claimholder will
be enjoined from commencing or continuing any action, employment
of process or act to collect, offset or recover the
Administrative Claim.

          Retention and Enforcement of Causes of Action

With respect to the implementation of the Plan, NEG's Retention
of Causes of Action is modified to state that nothing contained
in the Plan or the Confirmation Order will be deemed to be a
waiver or the relinquishment of any Causes of Action that NEG may
have or which Reorganized NEG or the Litigation Trustee, which is
appointed by the Official Committees to serve as the trustee for
the Litigation Trust, may choose to assert in accordance with any
provision of the Bankruptcy Code or any applicable non-bankruptcy
law, including the Litigation Trust Claims -- Parent Litigation
Claims and the Avoidance Actions.  However, this provision will
no apply to Causes of Action that are being waived and released
by the Plan against the holders of non-affiliate and non-insider
claims, including without limitation, Causes of Action against
certain creditors and current directors, who are being released.

However, there will be no release or waiver with respect to
claims against any of the non-affiliate or non-insider claims, or
the current directors' claims:

   (a) to enforce the agreements, terms and provisions of the
       Plan; and

   (b) with respect to Disputed Claims -- excluding Specified
       Guarantee Claims -- as to which Disputed Claims, the
       Reorganized NEG or the Litigation Trustee, as applicable,
       retain, reserve, and be entitled to assert any and all
       defenses and counterclaims.

All causes of action, but excluding any Causes of Action
specifically waived pursuant to the Plan, including the
Litigation Trust Claims, will survive confirmation.  The
commencement or prosecution of the Litigation Trust Claims will
not be barred or limited by any estoppel, whether judicial,
equitable, or otherwise.

                     Limitation on Liability

The Second Amended Plan contemplates that certain entities will
not have any liability to any person for any action taken or not
taken in connection with the formulation, preparation,
dissemination, implementation, confirmation, or consummation of
the Plan, the Disclosure Statement, any contract or document in
connection with the Plan or the Chapter 11 cases, and all related
claims.  Specifically, the entities are:

   * AEGON USA Investment Management, LLC,
   * California Public Employees Retirement System (CALPERS),
   * John Hancock Financial Services, Inc.,
   * Wilmington Trust Company,
   * Wind River Corporation,
   * ABN AMRO Corporation,
   * Citibank, N.A.,
   * Citicorp USA, Inc.,
   * Credit Lyonnais New York Branch,
   * JPMorgan Chase Bank,
   * Liberty Electric Power, LLC,
   * Societe Generale,
   * The Royal Bank of Scotland, plc,
   * Dodge & Cox,
   * Northwestern Mutual Life Insurance Company,
   * Principal Financial Group, and
   * MacKay Shields, LLC

          Hearing on February 26, 2004, in Maryland

Judge Mannes will convene a hearing on February 26, 2004, at
10:30 a.m. to consider the approval of the Amended Disclosure
Statement with respect to the Second Amended Plan.  At the
hearing, Judge Mannes will review whether the Amended Disclosure
Statement contains adequate information as required by Section
1125 of the Bankruptcy Code to enable a hypothetical creditor to
make an informed decision whether to vote to accept or reject
NEG's Second Amended Plan.  Objections to the Amended Disclosure
Statement may be filed and served until February 20, 2004. (PG&E
National Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


PHOTOCHANNEL: Brings-In Kent Thexton as New Board Director
----------------------------------------------------------
PhotoChannel Networks Inc. (TSX-VEN: PNI), a global digital
imaging network company is pleased to announce the addition of Mr.
Kent Thexton to its board, effective immediately. Mr. Thexton has
spent the last five years working with British Telecom entities,
most recently as a director and the Chief Marketing and Data
Officer for cellular giant, O2. Prior to this, he spent eight
years in the Canadian mobile phone industry holding various senior
positions including Chief Operating Officer and Executive Vice
President of Rogers Cantel.

As part of this announcement, the Board has agreed to grant Mr.
Thexton options to purchase 500,000 common shares at a price of
$0.30 per share, subject to the approval of the Company's
shareholders, which will be sought at the Company's upcoming
Annual General Meeting, and the TSX Venture Exchange.

In addition, Mr. Peter D. Fitzgerald has been appointed as
Chairman of the Board, effective immediately, replacing Mr. Peter
Scarth who continues to be the President, Chief Executive Officer
and a director of the Company.

"We are very excited about Peter Fitzgerald's increased commitment
to PhotoChannel", stated Mr. Scarth. "When Mr. Fitzgerald
originally joined our Board of Directors, the Company was at an
infancy stage in pursuit of what he and I believed would be the
future in photofinishing. Since then he has been instrumental,
both strategically and financially, in guiding the Company towards
realizing its objectives. The addition of Mr. Kent Thexton, with  
is knowledge and experience in the telecommunications sector, will
gr eatly assist PhotoChannel in its pursuit of camera phone
initiatives, as well as the Company's international deployment of
its Network solution."

PhotoChannel provides the online solution for retailers across
Canada who process in excess of 70% of Canada's photofinishing and
has begun its entrance into the US marketplace.

Founded in 1995, PhotoChannel -- whose June 30, 2003 balance sheet
shows a net capital deficit of about CDN$2.6 million -- is a
leading digital imaging technology provider for a wide variety of
businesses including photofinishing retailers and
telecommunications companies. PhotoChannel has created and manages
the open standard PhotoChannel Network environment whose focus is
delivering digital image orders from capture to fulfillment under
the control of the originating PhotoChannel Network partner. There
are now over 7000 retail locations worldwide accepting print
orders from the PhotoChannel system.  For more information about
the Company, visit http://www.photochannel.com/


PILLOWTEX CORP: Demands Target Entities Pay $2.4-Mil. Obligation
----------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates complain that
Target Corporation and Mervyn's Inc. did not pay the obligations
due to them pursuant to purchase contracts of various types of
textile merchandise.  Target Corporation is organized under the
laws of Minnesota with its principal address at 1000 Nicollet
Mall, Minneapolis, Minnesota.  Mervyn's Inc. is a wholly owned
subsidiary of Target and is organized under the laws of
California.

Donna L. Harris, Esq., at Morris, Nichols, Arsht & Tunnel, in
Wilmington, Delaware, relates that the Target Entities placed
orders with Debtors Pillowtex and Fieldcrest for various types of
textile merchandise, including towels, sheets, pillows and
comforters under a variety of brand names.  Despite demands for
payment, the Target Entities failed to make full and timely
payment for the goods that they ordered, thus breaching the
agreements they entered into with the Debtors.  Aside from the
unpaid obligations, the Target Entities also took unsubstantiated
deductions from amounts paid to Pillowtex.  The Target Entities
owe the Debtors $2,410,486:

Target                           Debit
Entity   Fieldcrest  Pillowtex   Memos    Deductions      TOTAL
------   ----------  ---------  -------   ----------    ---------
Target     $142,870    $12,613            $1,197,813   $1,353,296

Mervyn's    734,124    274,607   45,769        2,690    1,057,190
                                                       ----------
                                                       $2,410,486
                                                       ==========

Ms. Harris contends that the Target Entities' failure to pay the
amounts due constitutes breach of contract and gives rise to
causes of action for payment pursuant to Section 542(b) of the
Bankruptcy Code.  Therefore, the Debtors ask the Court to direct:

   (a) Target to pay $1,210,427, plus interest, costs and
       attorneys' fees, to Pillowtex;

   (b) Mervyn's to pay $323,066, plus interest, costs and
       attorneys' fees, to Pillowtex;

   (c) Target to pay $142,870, plus interest, costs and
       attorneys' fees, to Fieldcrest; and

   (d) Mervyn's to pay $734,124, plus interest, costs and
       attorneys' fees, to Fieldcrest.

                     Target Entities Respond

Teresa K.D. Currier, Esq., at Klett Rooney Lieber & Schorling, in
Wilmington, Delaware, argues that:

   (a) the Debtors failed to state any claim upon which relief   
       can be granted;

   (b) the Debtors failed to mitigate their damages; and

   (c) the Debtors' claims may be barred by the defenses of
       laches, waiver or estoppel.

Ms. Currier points out that the Debtors' claims are barred and
the Target Entities' performance of any alleged contractual
obligations are excused because:

   -- of the Debtors' material breaches of performance; and

   -- the Target Entities have the right of set-off or recoupment
      with respect to amounts owed by the Debtors to the Target
      Entities.

Accordingly, the Target Entities ask the Judge Walsh to:

   (a) dismiss the Debtors' Complaint with prejudice;

   (b) deny the Debtors' request; and

   (c) award the Target Entities all costs, disbursements and
       reasonable attorneys' fees allowed by law. (Pillowtex
       Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)    


PRIMUS: Acquiring AOL/7's Internet and Interactive Businesses
-------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), a
global telecommunications services provider offering an integrated
portfolio of voice, Internet, voice over Internet protocol (VOIP),
data and hosting services, announced that Primus
Telecommunications Pty Ltd (Primus Telecom), its wholly-owned
subsidiary in Australia, has agreed to acquire the internet
service and interactive media businesses of AOL/7 Pty Ltd (AOL/7).
AOL/7 is a joint venture between America Online Inc. (AOL), a
wholly-owned subsidiary of Time Warner Inc., AAPT Limited, a unit
of the Telecom New Zealand Group, and Seven Network Limited. The
transaction is subject to a regulatory process in Australia and is
expected to be consummated by the end of this month. Primus
Telecom will acquire 100% of the issued stock of AOL/7 providing
Primus with the customer base, content, content development and
online advertising businesses, as well as a license for the AOL
brand in Australia, for a total consideration of approximately $18
million (US), payable in cash.

The acquisition will add approximately 90,000 customers to Primus
Telecom's existing Internet customer base, sold under the iPrimus
brand, of approximately 400,000 and will provide the aggregate
customers with an enhanced range of innovative services, products
and interactive content. Greg Wilson, Managing Director of Primus
Telecom, said: "We believe that the AOL/7 acquisition will be an
excellent fit with the operations of our own Internet and
telephony business. Customers of iPrimus will have access to
leading content, online expertise and world class technologies.
AOL/7 customers will be able to subscribe to iPrimus's accelerated
dial-up service as well as broadband DSL offerings. This will
provide an opportunity to introduce customers to new products and
services, particularly in the area of broadband services bundled
with our telephony products at extremely competitive prices."

K. Paul Singh, Chairman and Chief Executive Officer of PRIMUS,
stated: "The AOL/7 transaction meets the essential criteria we
have established for acquisitions -- they have to add scale in our
existing major markets, they should be focused on adding
customers, and they need to be accretive to our operating
profitability and cash flow. This transaction meets all of those
measures, further solidifies the award-winning iPrimus brand in
Australia and will accelerate our bundling initiatives."

"Primus Telecom is a logical buyer of our Australian business and,
in terms of its ability to meet the needs of our existing
customers and employees, the preferred purchaser," stated Gerald
Sokol, Jr., Executive Vice President of AOL International. "We are
pleased to have come to this agreement with PRIMUS and look
forward to pursuing other opportunities for collaboration with
them in other global markets in which we both operate businesses."

PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL) is a
global facilities-based telecommunications services provider
offering international and domestic voice, Internet, VOIP, data
and hosting services to business and residential retail customers
and other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and western Europe. PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 250 points-of-presence (POPs)
throughout the world, ownership interests in over 23 undersea
fiber optic cable systems, 19 carrier-grade international gateway
and domestic switches, and a variety of operating relationships
that allow it to deliver traffic worldwide. PRIMUS also has
deployed a global state-of-the-art broadband fiber optic ATM+IP
network and data centers to offer customers Internet, data,
hosting and e-commerce services. Founded in 1994, Primus is based
in McLean, VA. News and information are available at PRIMUS's Web
site at http://www.primustel.com/.

Primus Telecom is Australia's fourth largest fixed-line
telecommunications carrier with approximately 750,000 retail
customers including over 400,000 Internet customers. The Company
offers a comprehensive range of voice, data, Internet and web
hosting products, servicing both residential and business sectors.
The Primus network offers nationwide coverage through its own
backbone network with facilities in 73 cities across Australia.
The network enables the Company to provide nationwide long
distance competition and local call Internet access to 97% of the
population. Primus operates its own fibre network in the five
major capital cities, delivering a range of business direct-
connect services including ISDN, ATM and Broadband DSL. Global
connectivity is provided through an extensive voice, IP and ATM
network operated by the parent company, Virginia-based Primus
Telecommunications Group, Incorporated (Nasdaq:PRTL). Primus
Australia news and information are available at the Company's Web
site at www.primustel.com.au

At December 31, 2003, PRIMUS's balance sheet shows a working
capital deficit of about $26 million, and a total shareholders'
equity deficit of about $96 million.


PROLOGIC MANAGEMENT: Has Until March 2 to File Schedules
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona, gave
Prologic Management Systems, Inc., an extension 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 has until
March 2, 2004 to file their Schedules of Assets and Liabilities
and Statement of Financial Affairs.

Headquartered in Tucson, Arizona, Prologic Management Systems Inc.
-- http://www.prologic.com-- provides a full range of hardware  
and commercial software solutions, with a focus on a UNIX-based
products, as well as Microsoft NT. The products and services
provided by the Company include system integration, software
development, proprietary software products and related services.
The Company filed for chapter 11 protection on February 2, 2004
(Bankr. Ariz. Case No. 04-00394).  Clifford B. Altfeld, Esq., at
Leonard Felker Altfeld et al., represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $2,502,265 in total assets and
$14,306,386 in total debts.


PRUSSIA ASSOCIATES: Has Until February 25 to File Schedules
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, gave Prussia Associates an extension to file its
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 has until
February 25, 2004 to file their Schedules of Assets and
Liabilities and Statement of Financial Affairs.

Headquartered in King of Prussia, Pennsylvania, Prussia
Associates, a Pennsylvania Limited Partnership offers outstanding
facilities and the highest levels of service. The hotel has all
the amenities of an urban hotel in a suburban park-like setting.
The Company filed for chapter 11 protection on January 26, 2004
(Bankr. E.D. Pa. Case No. 04-11042). Lawrence G. McCMichael, Esq.,
and Martin J. Weis, Esq., at Dilworth Paxon LLP represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed over $10 million in both
estimated debts and assets.


QUINTEK: Airs Plan to Create Mass Storage Solutions for Customers
-----------------------------------------------------------------
In a presentation to professional investors at the Southern
California Investors Association Capital Conference on Saturday,
February 7, 2004, in Irvine, California, management of Quintek
Technologies, Inc. (OTCBB:QTEK) disclosed that the Company has
recently developed a plan to position Quintek as a mass storage
vendor with a true archival solution.

The Company's plan is to acquire an experienced mass storage sales
force, integrate its product line, and form partnerships with
content and document management companies as well as enterprise
mass storage vendors. Quintek also disclosed its intentions to
acquire service bureau operations with experience and focus on
micrographics. The company is currently seeking financing partners
and acquisition candidates in mass storage and document service
bureaus.

The Company's goal is to provide complete mass storage solutions
for customers. By integrating digital mass storage products with
Quintek's patented Chemical Free Microfilm (CFM) technology the
Company believes that it can advance film-based imaging into a
modern IT solution. Quintek plans to develop new hardware products
covering all formats of microfilm. Quintek will also look to
develop new software such as the "DataFilm" project previously
announced, extended features and applications for the workplace,
and connectors to most major document management software products
used in the workplace.

Mass storage partners which Quintek is looking to develop
relationships with should have adequate expertise in SAN, NAS,
DAS, Tape Backup and RAID technologies. Service Bureau entities
should have a focus in engineering documentation. Financing
candidates should have an interest in Information Lifecycle
Management (ILM) solutions.

Robert Steele, Quintek Chairman and CEO, commented on this
strategy stating that, "There are many high quality mass storage
vendors competing in this marketplace. Last year EMC alone
generated $6.4 billion in revenues with a 15% growth rate." Steele
continued, "We believe that by providing complete information
lifecycle management solution that handles a companies document
storage needs from cradle to grave will put us at the forefront of
this industry." Steele concluded, "The competitive solution we
plan to offer should allow us to capture a significant percentage
of business in this highly active multi-billion dollar space."

Andrew Haag, Quintek CFO, stated, "As our financial strength
continues to improve the interest of financial institutions will
increase and investors should begin to realize the potential of
this Company." Haag continued, "The recent interest generated from
professional investors at the SCIA conference this weekend should
prove to be very valuable as we move Quintek forward and execute
our growth strategy."

Quintek is the only manufacturer of a chemical-free desktop
microfilm solution. The company currently sells hardware, software
and services for printing large format drawings such as blueprints
and CAD files (Computer Aided Design), directly to microfilm.
Quintek does business in the content and document management
services market, forecast by IDC Research to grow to $2.4 billion
by 2006 at a combined annual growth rate of 44%. Quintek targets
the aerospace, defense and AEC (Architecture, Engineering and
Construction) industries.

Quintek's printers are patented, modern, chemical-free, desktop-
sized units with an average sale price of over $65,000.
Competitive products for direct output of computer files to
microfilm are more expensive, large, specialized devices that
require constant replenishment and disposal of hazardous
chemicals.

The company's June 30, 2003, balance sheet discloses a total
shareholders' equity deficit of about $1.3 million.


QWEST COMMS: Inks New Contract with Peterson Air Force Base
-----------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced a new
contract to provide local voice and data services to Peterson Air
Force Base (AFB), located in Colorado Springs, Colo. Home to the
U.S. Air Force's only organization responsible for worldwide
missile warning and space control, the base is critical to the
U.S. military's air defense programs.

Under the five-year contract, Qwest will provide voice and data
circuits. These services contribute to the reliability of
Peterson's base-wide communications, and help ensure the
availability of communication services to support our nation's
military tasks.

"We are pleased to welcome Peterson -- a 'hometown' customer --
back to Qwest," said Clifford S. Holtz, executive vice president
of Qwest's business markets group. "Qwest is proud to provide
communication services, as well as seamless technical and
operational support, to this critical military installation."

Because of the AFB's mission-critical operations, such as global
missile strike warning and coordination, Peterson required
stringent criteria for its communications system. Qwest surpassed
the competition with a solution that includes access to a
nationwide network and takes into consideration the customer's
unique requirements for a robust communications solution.

                        About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 47,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, please visit the Qwest Web site at
www.qwest.com.

At March 31, 2003, Qwest Communications's balance sheet shows a  
total shareholders' equity deficit of about $2.6 billion.


RELIANCE GROUP: Liquidator Seeks Approval of First Claims Report
----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of Pennsylvania, as
Liquidator of Reliance Insurance Company, asks the Commonwealth
Court to approve her First Report and Recommendations on
Undisputed Claims.

The Liquidator issued Notices of Determination to comport,
compromise and negotiate undisputed claims against the RIC
estate.  These claimants accepted their NODs without objection,
designating them as "undisputed claims":

  (a) Compania De Nitrogeno De Cantarell,
  (b) Town Services, Inc., and
  (c) Synagro Technologies

The Liquidator asks Judge James Gardner Collins to approve and
allow the Claims.  The Liquidator also seeks authority to pay the
Claims at the time and in the manner provided in a plan of
liquidation.

Jerome B. Richter, Esq., at Blank, Rome, in Philadelphia, relates
that the Claimants filed these Claims:

     Claimant        Claim No.   Amount Claimed   Amount Allowed
     --------        ---------   --------------   --------------
     Compania De       1914545      $16,681,710      $16,681,710
     Nitrogeno De
     Cantarell

     Synagro Tech      1965786       26,000,000       14,600,000

     Town Services     1911551        2,500,000        2,428,609
(Reliance Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


RESI FINANCE: S&P Takes Rating Actions on Series 2003-A Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes from RESI Finance Limited Partnership 2003-A real estate
synthetic investment securities series 2003-A. In addition,
ratings on 37 classes from five RESI Finance Limited Partnership
transactions are affirmed. Finally, at the issuer's request, new
"public" ratings are being assigned to RESI Finance Limited
Partnership 2002-A.

The raised ratings reflect series 2003-A's superior performance
and increased percentages of loss protection provided through
remaining credit support (subordination). Because the most
subordinate class B12 will not receive any principal allocations
for as long as the amounts of all other class B interests have not
been reduced to zero, the remaining percentage of credit
enhancement should increase over time (unless significant losses
occur). Significant prepayments have lowered series 2003-A's
current balance to less than 41% of its original pool balance,
which has resulted in increased percentages of loss protection
provided through the remaining credit support. All series have
experienced minimal delinquency levels and no realized losses. The
remaining credit support should be sufficient to support the
certificates at their new rating levels and to affirm the
remaining ratings.

These transactions are Real Estate Synthetic Investments,
synthetic securitizations of jumbo, "A" quality, fixed-rate,
first-lien, residential-mortgage loans (the reference portfolio).
Unlike traditional mortgage-backed securitizations, the actual
cash flow from the reference portfolio is not paid to the holders
of the securities. Rather, the proceeds from the issuance of the
securities are invested in eligible investments. Interest payable
to the security holders is paid from income earned on the eligible
investments and payments from the Bank of America
under a financial guarantee contract.
   
                NEW PUBLIC RATINGS ASSIGNED
   
        RESI Finance Limited Partnership
        Real estate synthetic investment securities
  
        Series   Classes   Rating
        2002-A   B3        AAA
        2002-A   B4        AAA
        2002-A   B5        AA+
        2002-A   B6        AA
        2002-A   B7        A+
        2002-A   B8        A
        2002-A   B9        A-
        2002-A   B10       BBB+
        2002-A   B11       BBB
   
                RATINGS RAISED
   
        RESI Finance Limited Partnership
        Real estate synthetic investment securities
   
                                   Rating
        Series       Class     To          From
        2003-A       B3        AA-         A
        2003-A       B4        A+          A-
        2003-A       B5        A-          BBB
        2003-A       B6        BBB+        BBB-
        2003-A       B7        BBB-        BB
        2003-A       B8        BB+         BB-
        2003-A       B9        BB-         B+
        2003-A       B10       B+          B
   
                RATINGS AFFIRMED
   
        RESI Finance Limited Partnership
        Real estate synthetic investment securities
  
        Series     Classes     Rating
        2003-A     B11         B-
        2003-B     B3          A
        2003-B     B4          A-
        2003-B     B5          BBB
        2003-B     B6          BBB-
        2003-B     B7          BB
        2003-B     B8          BB-
        2003-B     B9          B+
        2003-B     B10         B
        2003-B     B11         B-
        2003-CB1   B3          A+
        2003-CB1   B4          A
        2003-CB1   B5          A-
        2003-CB1   B6          BBB+
        2003-CB1   B7          BB+
        2003-CB1   B8          BB
        2003-CB1   B9          BB-
        2003-CB1   B10         B+
        2003-CB1   B11         B
        2003-C     B3          A
        2003-C     B4          A-
        2003-C     B5          BBB
        2003-C     B6          BBB-
        2003-C     B7          BB
        2003-C     B8          BB-
        2003-C     B9          B+
        2003-C     B10         B
        2003-C     B11         B-
        2003-D     B3          A
        2003-D     B4          A-
        2003-D     B5          BBB
        2003-D     B6          BBB-
        2003-D     B7          BB
        2003-D     B8          BB-
        2003-D     B9          B+
        2003-D     B10         B+
        2003-D     B11         B


RESPONSE BIOMED: Turns to Trout Group for Investor Relations Work
-----------------------------------------------------------------
Response Biomedical Corp. (RBM: TSX Venture Exchange), engaged The
Trout Group LLC, a leading New York based investor relations firm,
to facilitate the Company's exposure to US capital markets by
developing relationships with portfolio managers, investment
bankers, industry analysts and the business news media. With
extensive institutional investor relationships in the United
States, Canada and Europe, The Trout Group provides strategic
advisory and investor relations services to life science
companies.

"As we continue to generate increasing revenue from commercial
sales of multiple RAMP product lines including biodefense
applications and the environmental detection of West Nile virus,
the Company is well positioned for long term success," said Bill
Radvak, President and CEO of Response Biomedical.

"As we move toward securing a US-listing, this is a strategically
appropriate time to begin raising public awareness and corporate
profile," added Radvak. "Having recently filed a Form 20-F
Registration Statement with the US Securities and Exchange
Commission, we believe The Trout Group will be instrumental in
increasing the Company's support and following on Wall Street
and other important financial centers."

"With the rebound in the capital markets, investors are eagerly
searching out promising micro-cap companies that have not yet been
discovered by Wall Street," said Jonathan Fassberg, President of
The Trout Group. "With several products on the market and an
emerging revenue stream, we are confident Response has the
business fundamentals and the foundation for rapid growth to
garner significant US investor attention."

Pursuant to the engagement, Response Biomedical will provide
compensation to The Trout Group of US$15,000 per quarter. In
addition, The Trout Group will receive an option to purchase
100,000 common shares of Response Biomedical at an exercise price
of $0.50, vesting quarterly and exercisable for a term of 2 years.

                     About The Trout Group

Since 1995, Trout professionals have advised over 100 public and
private companies throughout the US, Canada and Europe with
corporate positioning and strategy development, institutional and
retail investor outreach, M&A and fundraising support, and market
intelligence. Headquartered in New York, The Trout Group also
serves clients from satellite offices in San Francisco, Boston,
Munich and Tel Aviv.

                   About Response Biomedical

Response Biomedical develops, manufactures and markets rapid on-
site RAMP tests for medical and environmental applications
providing reliable information in minutes, anywhere, every time.
RAMP represents an entirely new class of diagnostic, with the
potential to be adapted to more than 250 medical and non-medical
tests currently performed in laboratories. The RAMP System
consists of a portable fluorescent Reader and single-use,
disposable Test Cartridges. RAMP tests are commercially available
for the early detection of heart attack, environmental detection
of West Nile virus, and biodefense applications including the
rapid on-site detection of anthrax, smallpox, ricin and botulinum
toxin.

Response Biomedical is a publicly traded company, listed on the
TSX Venture Exchange under the trading symbol "RBM". For further
information, please visit the Company's Web site at
http://www.responsebio.com/

The company's September 30, 2003, balance sheet reports a working
capital deficit of about CDN$2.5 million.  The Company's net
capital deficit for the same period tops CDN$2 million.


SAFETY-KLEEN CORP: District Court Fines Former Officers for Fraud
-----------------------------------------------------------------
On January 28, 2004, the Securities and Exchange Commission
reported that the Honorable Charles S. Haight, District Judge for
the U.S. District Court of the Southern District of New York,
entered a final judgment against defendants Kenneth W. Winger and
Paul R. Humphreys in the civil proceeding, Securities and Exchange
Commission v. Safety-Kleen Corp., et al., 02 Civ. 9791 (CSH).

Mr. Winger, the former Chief Executive Officer of Safety-Kleen
Corp., and Mr. Humphreys, the former Chief Financial Officer, were
permanently enjoined from violating the antifraud provisions of
the federal securities laws, Section 17(a) of the Securities Act
of 1933, and Section 10(b) of the Securities Exchange Act of 1934,
and Rule 10b(5) thereunder.

Mr. Humphreys was also enjoined from violating books and records
provisions under Section 13(b)(5) of the Exchange Act and Rule
13b2-1 thereunder.  Both defendants were enjoined from violating
the "lying to auditors" provision under Exchange Act Rule 13b2-2.  
Both were permanently barred from serving as an officer or
director of a public company.

The District Court ordered Mr. Winger to pay $440,000 in
disgorgement, prejudgment interest and civil penalties.  The
District Court ordered Mr. Humphreys to pay more than $150,000.  
The judgment was entered upon default.

The Commission's Complaint, which was filed on December 12, 2002,
alleged that from at least November 1998 through March 2000,
Safety-Kleen's senior executives engaged in a "massive accounting
fraud by materially overstating the company's revenue and earnings
in periodic reports filed with the Commission and in press
releases issued by the company."  They carried out the scheme
primarily by making inappropriate quarterly accounting adjustments
for the purpose of meeting Wall Street pro forma earnings
expectations.  The executives also fraudulently recorded $38
million of cash that was generated by entering into speculative
derivatives transactions, further distorting the company's true
financial picture.

The complaint alleged that Mr. Humphreys orchestrated the
fraudulent scheme.  As set forth in the complaint, he engaged in
the illegal conduct to create the illusion that predicted cost
savings and business synergies from two large acquisitions were
being achieved.  In fact, the expected savings had not
materialized, the company's business was declining rapidly, and
the company was facing a severe cash flow problem.

To make up for the earnings shortfall, Mr. Humphreys recorded, or
directed others to record, numerous adjustments that were not in
conformity with generally accepted accounting principles.  
According to the complaint, Mr. Winger signed Safety-Kleen's
periodic reports and knew or was reckless in not knowing that the
financial statements contained in those reports were materially
false and misleading. Finally, the complaint alleged that Messrs.
Humphreys and Winger knew or were reckless in not knowing that the
company's quarterly earnings press releases were materially false
and misleading.

The entry of the final judgment against Messrs. Winger and
Humphreys concludes the litigation brought by the Commission
arising out of the financial fraud at Safety-Kleen.  Previously,
Safety-Kleen and former employees William D. Ridings and Thomas W.
Ritter, Jr. entered into settlements with the Commission. (Safety-
Kleen Bankruptcy News, Issue No. 73; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


SALTON INC: S&P Lowers Ratings & Maintains Negative Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on small appliance marketer Salton Inc. to 'B' from 'B+',
and lowered its bank loan rating on the company to 'B+' from
'BB-', after the company reported lower than expected
profitability during the critical Christmas selling season. At the
same time, Standard & Poor's lowered its subordinated debt rating
on the company to 'CCC+' from 'B-'.

The outlook remains negative.

Salton's total debt outstanding as of Dec. 27, 2003, was $440.3
million. The bank loan is rated one notch above the corporate
credit rating because in a stress scenario, Standard & Poor's
believes that secured lenders could expect significant recovery of
principal.

"The company disclosed in its recent conference call that
shipments in its George Foreman line of grills fell about 30% in
the second quarter, a significant shortfall given that these
products are central to Salton's product portfolio," said
Standard & Poor's credit analyst Martin S. Kounitz. "Despite
higher sales and improved margins, declining revenues from the
core George Forman line and increases in advertising spending to
support new product launches have eroded profitability."

The ratings continue to reflect Salton Inc.'s participation in the
highly competitive small appliance market, accelerating price
deflation at the retail level, and the company's high debt
leverage. Somewhat mitigating these risks is Salton's solid track
record in developing new products and in successfully marketing
its existing branded product portfolio.

The company's business model has a flexible cost structure. Salton
uses third-party companies, mostly in China, to manufacture its
products. This allows it to eliminate factory overhead and shift
production to the lowest cost producers of its appliances.

Lake Forest, Illinois-based Salton is a designer and marketer of
kitchen and household appliances and personal care products. The
company holds leading market shares in most countertop kitchen
appliance categories. The company sells its products primarily
through mass merchandisers, and also through department stores,
specialty retailers, the Internet, and infomercials.


SELECT MEDICAL: Board Declares Quarterly Cash Dividend
------------------------------------------------------
Select Medical Corporation (NYSE: SEM) announced that its Board of
Directors has declared a quarterly cash dividend of $0.03 per
share.  The dividend will be payable on or about March 19, 2004 to
Select stockholders of record as of the close of business on
February 27, 2004.

Select Medical Corporation (S&P, BB- Corporate Credit Rating,
Stable) is a leading operator of specialty hospitals in the United
States.  Select operates 79 long-term acute care hospitals in 24
states.  Select operates four acute medical rehabilitation
hospitals in New Jersey.  Select is also a leading operator of
outpatient rehabilitation clinics in the United States and Canada,
with approximately 790 locations. Select also provides medical
rehabilitation services on a contract basis at nursing homes,
hospitals, assisted living and senior care centers, schools and
worksites.  Information about Select is available at
http://www.selectmedicalcorp.com.


SOLUTIA: Committee Gets Nod to Implement Screening Wall Protocol
----------------------------------------------------------------
The term "Screening Wall" refers to a procedure established by an
institution to isolate its trading activities from its activities
as a Creditors Committee member.

According to Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York, the Procedures prevent a committee member's
trading personnel from use or misuse of non-public information
obtained by the committee member's personnel engaged in committee-
related activities and also preclude committee personnel from
receiving inappropriate information regarding trading in
Securities in advance of the trades.

Accordingly, the Official Committee of Unsecured Creditors,
appointed in the Solutia Inc. Debtors' bankruptcy proceedings,
sought and got the Court to:

   (a) approve the Screening Wall Procedures; and

   (b) determine that the Committee members, who are engaged in
       the securities trading for others or for their own
       accounts as a regular part of their business, but not
       their affiliates, will not violate their fiduciary duties
       as Committee members by trading in the Debtors' securities
       during the pendency of the Debtors' Chapter 11 cases,
       provided that any Securities Trading Committee Member
       carrying out the trade established, effectively
       implements, and adheres to the information blocking
       policies and procedures that are approved by the Office of
       the United States Trustee.

Any Committee member wishing to trade in the Debtors' Securities
will file with the Bankruptcy Court a Screening Wall Declaration
by each individual performing Committee-related activities.  The
Declaration will state that the individual will comply with the
Screening Wall Procedures.

The Committee reserves its right to seek an alternative form of
order allowing Committee members to trade in the Securities of the
Debtors since it may be impracticable or impossible for certain of
the Committee members to comply with the procedures outlined.

The Committee's counsel has consulted with the Office of the
United States Trustee and the U.S. Trustee's Office has indicated
that it consents to the Committee's request. (Solutia Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


STELCO: Obtains $75 Million CCAA Financing Commitment from Lenders
------------------------------------------------------------------
Stelco Inc. provided an update on the Corporation's restructuring
situation following a filing pursuant to the Companies Creditors
Arrangement Act on January 29, 2004.

    Operations

With respect to operations, the Corporation advised that, since
filing for creditor protection, it is experiencing few disruptions
in operations in relation to customer orders and shipments.
Customers have continued to support the Corporation as it
initiates its restructuring efforts. The Corporation advised that
suppliers have also shown significant support for its continuing
business.

Mr. Courtney Pratt, President and Chief Executive Officer,
commented, "We have been greatly encouraged by the response of our
employees, customers and suppliers since the announcement of our
restructuring process. Our personnel have continued to focus on
doing their jobs safely and well. Customers have indicated their
support as we continue to meet their needs. Suppliers are
providing us with the goods and services we need to carry on
business through this process."

    Liquidity

The Corporation's liquidity position, which declined both in the
third and fourth quarter, is expected to continue to further erode
through 2004 absent implementation of a broad-based restructuring
plan. The Corporation is expected to have sufficient credit
available to operate throughout 2004. As of January 31, 2004, the
utilization by Stelco (the parent company) of its credit
facilities was approximately $270 million leaving available credit
of about $80 million under the $350 million senior credit
facility. In addition, the Corporation has obtained a commitment
from its lenders for a $75 million DIP facility. The documentation
of this court-approved facility is expected to be completed by the
end of February.

    Fourth Quarter Results

The Corporation advised that the date for release of fourth
quarter financial statements will be mid-March. Net earnings will
continue to show deterioration through to the end of the fourth
quarter 2003. In addition, it is expected there will be
significant non-cash write-offs related to the valuation of future
tax assets and other assets. Consolidated cash usage during the
fourth quarter was approximately $30 million, which is
substantially the same as usage in the third quarter.

    Strategic Review and Restructuring

With respect to the Corporation's strategic business review, it
reported that it is working with a global specialist in the steel
industry to assist Stelco in developing a comprehensive business
plan as well as benchmarking its operations and advising on the
future of some of the Corporation's assets and product lines. Mr.
Pratt noted that no final decisions have been made at this point
on assets and product lines.

Through its Chief Restructuring Officer, Hap Stephen, the
Corporation has its restructuring efforts underway. It is working
with key stakeholders to establish a framework for the
restructuring process and to open lines of communications.

The Corporation remains optimistic that it will be able to develop
a restructuring plan that allows it to proceed with the proposed
Hamilton No. 4 pickle line, the Hamilton cogeneration facility,
and the Lake Erie hot strip mill upgrade, the latter mill being
one of the finest hot strip mills in North America. However, the
upgrades alone will not resolve the Corporation's competitiveness
issues. Action will be required on the Corporation's cost
structure to address not only competitiveness, but also allow it
to achieve returns that will allow it to raise capital for future
reinvestment. The Corporation noted that, while steel prices are
rising, the increases are critical to offsetting rising input
costs.

    Share Ownership

Mr. Pratt noted that its largest shareholder, the Caisse de depot
et placement du Quebec, had sold its approximate 20% interest
during January according to publicly filed records.

With respect to future press releases, the Corporation indicated
that it will regularly update the market on restructuring activity
and related financial matters.

Stelco Inc., is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion.


TITAN: Commences Exchange Offer for 8% Senior Subordinated Notes
----------------------------------------------------------------
The Titan Corporation (NYSE: TTN) announced that it has commenced
an offer to exchange its outstanding 8% Senior Subordinated Notes
due 2011 for an equal amount of newly issued 8% Senior  
Subordinated Notes due 2011 having substantially the same
terms as the outstanding notes, except that the exchange notes
have been registered under the Securities Act.
    
Concurrently with the exchange offer, Titan is soliciting consents
from holders of the outstanding notes to proposed amendments to
the indenture under which the outstanding notes were issued and
under which the exchange notes will be issued. Titan is soliciting
consents to the proposed amendments in connection with the
proposed merger of Titan with a wholly owned subsidiary of
Lockheed Martin Corporation (NYSE: LMT).
    
The exchange offer and consent solicitation will expire at 5:00
p.m., New York City time, on March 12, 2004, unless extended.  
Holders who return their consent to the proposed amendments prior
to February 25, 2004, the consent fee deadline, will receive a
consent fee upon completion of the merger, if the requisite
consents are received. In addition, Lockheed Martin will fully and
unconditionally guarantee both the outstanding notes and the
exchange notes upon completion of the merger, if the requisite
consents are received.

The dealer-manager and solicitation agent for the exchange offer
and consent solicitation is Credit Suisse First Boston LLC and the
exchange agent is Deutsche Bank Trust Company Americas.
    
The terms of the exchange offer and the consent solicitation and
other information relating to Titan are set forth in the
prospectus dated February 9, 2004.  To obtain a copy of the
prospectus, the letters of transmittal and other related
materials, please contact Morrow & Co., Inc., the information
agent for the exchange offer and consent solicitation, at (800)
654-2468 (for banks and brokerage firms) and (800) 607-0088 (for
bondholders).

Headquartered in San Diego, The Titan Corporation (S&P, BB-
Corporate Credit and Senior Secured Debt Ratings, Positive) is a
leading provider of comprehensive information and communications
systems solutions and services to the Department of Defense,
intelligence agencies, and other federal government customers.  As
a provider of National Security Solutions, the company has
approximately 12,000 employees and current annualized sales of
approximately $1.9 billion.


TYCO INTL: Promotes Judith Reinsdorf to VP & Corporate Secretary
----------------------------------------------------------------
Tyco International Ltd. announced the promotion of Judith A.
Reinsdorf, age 40, to vice president and corporate secretary.

Reinsdorf first joined Tyco in May 2003 as assistant corporate
secretary. She has played a key role in working with the Board of
Directors and management in improving the company's corporate
governance and board procedures as well as its SEC public filings.
In her new position, she will focus on the company's commitment to
being a leader in corporate governance and will be responsible for
coordinating all corporate secretarial activities throughout all
of Tyco's subsidiaries. Reinsdorf will work with Tyco's Board of
Directors and its various committees, including the compensation,
audit, and nominating and governance committees.  She also will
have the lead legal role on Securities and Exchange Commission
periodic filings, including the 10- Ks, 10-Qs and proxy
statements.  Reinsdorf will report to William Lytton, executive
vice president and general counsel.

Lytton said: "I have had the benefit of witnessing first hand not
only Judy's incredible work ethic, but her passion about and
commitment to good corporate governance.  Her integrity is
uncompromising and the quality of her work is superb.  She has
earned the trust and respect of the Board of Directors, senior
management and her colleagues. She brings tremendous value to
Tyco, and her promotion is well deserved."

Reinsdorf said:  "I am thrilled to work at a company with such a
strong emphasis on corporate governance from both management and
the Board of Directors.  Much of what I do involves governance
issues, and Tyco is committed to doing what is right for our
stakeholders."

Prior to joining Tyco, Reinsdorf served as assistant secretary to
the board at Pharmacia, and led the corporate legal services
function.  Reinsdorf joined Pharmacia in 2000 as a result of its
merger with Monsanto Company.  At Monsanto, Judy first served as
assistant general counsel and then was promoted to chief legal
counsel, where she was responsible for managing corporate
governance, securities, employment, employee benefits and
environmental legal functions. Reinsdorf began her career as an
associate at the law firm of Crowell & Moring in Washington, D.C.  
She has a Bachelor of Arts in political science from the
University of Rochester, where she graduated Magna Cum Laude and
Phi Beta Kappa, and a Juris Doctor from Cornell Law School.

Tyco International Ltd. (NYSE: TYC) (Fitch, BB+ Senior Unsecured
Debt and B Commercial Paper Ratings, Stable Outlook) is a
diversified manufacturing and service company.  Tyco is the
world's leading provider of both electronic security services and
fire protection services; the worlds' leading supplier of passive
electronic components and a leading provider of undersea fiber
optic networks and services; a world leader in the medical
products industry; and the world's leading manufacturer of
industrial valves and controls. Tyco also holds a strong
leadership position in plastics and adhesives.  Tyco operates in
more than 100 countries and had fiscal 2003 revenues from
continuing operations of approximately $37 billion.


US AIRWAYS: Plans to Invest $2.7 Mil to Improve Customer Service
----------------------------------------------------------------
US Airways announced that, pending final approval by the
Transportation Security Administration (TSA) and the Philadelphia
International Airport, it is ready to begin a $2.7 million upgrade
of its baggage handling system at Philadelphia International
Airport to improve customer service standards.  US Airways hopes
to begin construction in early March, with work to be completed in
time for the start of the peak summer travel season.
    
US Airways has been working cooperatively with TSA and
Philadelphia International Airport officials on the planning and
design for the project, which will significantly improve the
airline's baggage handling process and greatly reduce the number
of mishandled bags coming into the airport's B, C and
International terminals.

"We are determined to improve baggage handling at Philadelphia
International Airport and we want our customers and employees to
know that we are committed to making travel as convenient as
possible.  This investment is another example of that commitment
as we work to regain our number one ranking in baggage handling
among our competitors, which we held in 2001 and 2002," said Alan
W. Crellin, US Airways executive vice president of operations.
    
"TSA and Philadelphia International Airport officials have worked
very closely with us so that we can have all construction
completed before the peak summer travel season," said Crellin.  
"None of us wants a repeat of the summer of 2003, where staffing
changes, equipment breakdowns, and new security procedures all
contributed to frustrating experiences for some of our customers.  
Those failures were simply unacceptable, and we want to assure our
passengers that this summer will be a much more positive
experience."

The redesign and upgrade of the system will enable US Airways to
make more efficient use of personnel and equipment while
maintaining the higher security standards being implemented by the
TSA.  As part of the project, US Airways and TSA will relocate
several of the agency's screening machines to new positions;
connect the conveyor system from the International Arrivals
Building to a newly configured and expanded baggage handling area.  
The system upgrade will also provide much-needed redundancies so
that a failure or breakdown in one part of the system will not
impact operations like it did last year, when portions of the
system were inoperable.

"We have significantly expanded our international service at
Philadelphia over the past several years, and the new
International Terminal and the upgrades to the other facilities
have made Philadelphia a great airport for passengers.  Since last
summer, we have added staff to handle the passenger loads, and it
is in the collective interest of the greater Philadelphia region
that we get these system upgrades completed quickly," said
Crellin.  "We want to express our appreciation to TSA and
Philadelphia's Department of Aviation for giving the project an
expedited review."

US Airways and US Airways Express operate almost 400 daily
departures nonstop from Philadelphia International Airport,
including 301 weekly flights to 31 destinations in Europe, the
Caribbean, Canada and Mexico.


WORLDCOM/MCI: Wants 60 More Days to Implement Chapter 11 Plan
-------------------------------------------------------------
MCI (WCOEQ, MCWEQ) announced it has filed in U.S. Bankruptcy Court
for a 60-day extension, from the current February 28, 2004
deadline, to formally emerge from Chapter 11. The extension would
give the company sufficient time to complete its filings with the
Securities and Exchange Commission (SEC), the last significant
task to be completed before the company emerges. It would expand
the time period for MCI to satisfy all conditions necessary to
emerge from 120 days to 180 days, which is a common timeframe for
large Chapter 11 cases. MCI would be able to file and emerge at
any time during the 60-day extension period.

With the exception of completing its financial filings, MCI has
satisfied all significant tasks required for its emergence,
including obtaining all federal and state regulatory approvals.
The Company has also secured approval from its creditors.

"We have made incredible progress on the reconstruction of our
financial statements, but it is much more important for us to get
them done correctly rather than quickly," said Bob Blakely, MCI
executive vice president and chief financial officer. "Accounting
and disclosure matters have been properly resolved and our 2002
10K is almost ready for filing. We are working diligently on 2003
and are in the process of auditing the results and preparing the
filings. We will review all of our filings to ensure accuracy,
quality and transparency."

"No one should underestimate the scope of the task and the
tremendous progress we've made in completing the largest and one
of the most complicated Chapter 11 proceedings in U.S. history,"
said Denny Beresford, chairman of MCI's Audit Committee. "MCI's
Audit Committee has been actively engaged in the financial review
process and we fully support the Company's efforts."

"The Official Creditors Committee recognizes the magnitude of
MCI's financial reconstruction and supports the Company's efforts
to ensure quality reporting," said Irwin Gold, senior managing
director and co-head of the restructuring group of Houlihan Lokey
Howard & Zukin, financial advisors to the Official Committee of
Creditors. "We're looking forward to getting MCI's emergence
behind us and placing all of our focus on the Company's operations
going forward."

                    About WorldCom, Inc.

WorldCom, Inc. (WCOEQ, MCWEQ), which, together with its
subsidiaries, currently conducts business under the MCI brand
name, is a leading global communications provider, delivering
innovative, cost-effective, advanced communications connectivity
to businesses, governments and consumers. With the industry's most
expansive global IP backbone, based on the number of company-owned
points-of-presence (POPs), and wholly-owned data networks,
WorldCom develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to http://www.mci.com.


WORLD HEART: Discloses Preliminary Unaudited Results for 2003
-------------------------------------------------------------
World Heart Corporation (OTCBB: WHTOF, TSX: WHT) based in Ottawa,
Ontario and Oakland, California released preliminary unaudited
financial results for the year ended December 31, 2003, and
provided an update on the Company's outlook for fiscal year 2004.

All figures are in Canadian dollars unless otherwise indicated and
are subject to adjustments as the Company completes its year-end
procedures and audit of its financial statements.

Sales for the 2003 fiscal year (excluding a sales return
adjustment described below) were approximately $11 million, which
represented an increase of 10% from the $10 million reported in
2002. Novacor(R) LVAS unit sales in 2003 were 118 as compared to
104 in 2002.

As previously announced, on December 31, 2003, WorldHeart assumed
worldwide direct sales responsibilities for its Novacor LVAS with
the exception of Japan where the Company will continue to
distribute through Edwards Lifesciences Corporation. Edwards had
been the exclusive distributor of the Novacor LVAS in all
territories outside of the United States. As part of this
transaction WorldHeart acquired certain inventory and fixed assets
from Edwards totaling approximately $2.4 million. This resulted
in a sales return adjustment in the fourth quarter of 2003, which
reduced revenues by approximately $1.5 million but will have no
material impact on gross margin or net income.

Fiscal year 2003 revenues, including the sales return adjustment,
are expected to be approximately $9.5 million. Gross margin for
2003 will be in excess of 25% compared with 2% in 2002.

The loss from operations for 2003, excluding non-cash
amortization, restructuring costs, foreign exchange gains and
financing costs, is approximately $22 million compared with $35
million for 2002. The net loss for 2003 is expected to total
approximately $31 million compared with a net loss of $50 million
in 2002.

Sales for the fourth quarter of 2003 totaled approximately $2.4
million as compared with sales of $1.9 million for the same
quarter in 2002. These sales included twenty-five Novacor LVAS
unit sales compared to twenty-two in the same quarter in 2002.

For 2004 WorldHeart revenues are expected to triple over 2003
levels and the Company is expecting to generate gross margins in
excess of 50%. Revenues during the first quarter of 2004 are
expected to more than double over the same period last year, with
continued improving gross margins. WorldHeart also expects to
record a reduced net loss during the first quarter of 2004 with no
material financing costs or restructuring costs affecting income
in the quarter.

Roderick M. Bryden, President and Chief Executive Officer, said
"The quality of Novacor LVAS allowed WorldHeart to retain its
clinical base and add 13% in unit sales in 2003 despite the
fragile financial position of the Company which continued through
the third quarter. WorldHeart starts 2004 with no debt, no
preferred shares, 15.1 million common shares outstanding, and over
$23 million of cash that we expect to fully fund operations and
capital expenditures through 2004. The Company can now compete
effectively to increase the market position of the Novacor LVAS
for use by end-stage heart failure patients.

"Compared to last year, revenue to WorldHeart for each Novacor
LVAS unit sold outside of the United States and Japan is now
double, reflecting the elimination of the distributor discount. In
addition, unit sales for 2004 are expected to more than double in
these markets, which are predominantly Europe and Canada,
resulting in revenue growth of more than four times our 2003
levels. In the United States unit sales and revenues are also
expected to more than double in 2004 over 2003.

"In both the European and US markets growth is expected in the
Novacor LVAS share of bridge to transplantation sales. In
addition, increased destination therapy use is expected in Europe
within the approved indication, and in the United States within
the Destination Therapy Trial with enrollment expected to begin
near the end of the first quarter of 2004. Key factors supporting
increased market share are the high levels of reliability of the
Novacor LVAS and the positive results of implants using our ePTFE
inflow conduit which was approved for use in the United States in
January 2003.

"In Japan, the Novacor LVAS is the only approved implantable left
ventricular assist device and reimbursement is scheduled to become
available in April 2004. Growth in usage is expected to be modest
in the initial months. However, we believe the opportunity for
future revenue growth is significant in Japan".

On February 17, 2004, Mr. Bryden will be a guest presenter at the
Roth Capital LLC 16th Annual Growth Stock Conference in Dana
Point, California. This presentation will be web cast starting at
11:30 a.m. PST or 2:30 p.m. EST and will be available via
WorldHeart's Web site at http://www.worldheart.com/

WorldHeart will release its final earnings for the year ended
December 31, 2003 on March 9, 2004 and will hold a telephone
conference call at 4:00 p.m. (EST) on March 9, 2004 to discuss
these results and provide a further business update.

                      About Novacor LVAS

Novacor LVAS is an implanted electromagnetically driven pump that
provides circulatory support by taking over part or all of the
workload of the left ventricle. With implants in over 1,500
patients, no deaths have been attributed to device failure, and
some recipients have lived with their original pumps for as long
as four years - statistics unmatched by any other implanted
electromechanical circulatory support device on the market.
Novacor LVAS is commercially approved as a bridge to
transplantation in the U.S. and Canada. In the United States, the
FDA is currently reviewing WorldHeart's Pre-market Approval
Supplement submission to expand the current indication for
Novacor LVAS to include implants in end-stage heart failure
patients who have relative contraindications that may resolve with
LVAS support.

In Europe, the Novacor LVAS has unrestricted approval for use as a
bridge to transplantation, an alternative to transplantation and
to support patients who may have an ability to recover the use of
their natural heart. In Japan, the device is commercially approved
for use in cardiac patients at risk of imminent death from non-
reversible left ventricular failure for which there is no
alternative except heart transplantation.

                   About World Heart Corporation

World Heart Corporation, a global medical device company based in
Ottawa, Ontario and Oakland, California, is currently focused on
the development and commercialization of pulsatile ventricular
assist devices. Its Novacor(R) LVAS is well established in the
marketplace and its next-generation technology is a fully
implantable assist device intended for long-term support of
patients with end-stage heart failure.

World Heart Corporation's June 30, 2003 unaudited balance sheet
shows a total shareholders' equity deficit of about CDN$53
million, while its June 30, 2003, Proforma balance sheet shows a
total shareholders' equity deficit of about CDN$69 million.


YUM! BRANDS: Reports Record Earnings Per Share in 2003
------------------------------------------------------
Yum! Brands Inc. (NYSE: YUM) reported results for the fourth
quarter ended December 27, 2003.

Key highlights for fourth-quarter 2003 performance versus fourth-
quarter 2002:

-- International system sales increased 10% prior to foreign
   currency conversion, its strongest quarterly performance of
   2003.

-- The number of international system restaurants in operation
   expanded by over 5% driven by record new-restaurant openings of
   1,108.

-- International franchise and license fees grew 25%.

-- International restaurant margin increased to 15.9%, a fourth-
   quarter record.

-- Taco Bell same-store sales increased 4%, its strongest
   quarterly performance of 2003.

-- U.S. multibrand restaurants in operation expanded by 18%.

The company ended the year with the lowest debt balance in its
history -- $2.1 billion.

The company recorded a $25 million pretax special-items gain
related to recoveries from the AmeriServe bankruptcy estate in the
fourth quarter. These potential recoveries have been previously
discussed in Forms 10-Q and 10-K.

David C. Novak, Chairman and CEO, said: "I'm pleased to report
that in 2003 we showed the underlying strength of our global
portfolio of leading brands. With continued profitable
international restaurant expansion and Taco Bell's strong sales
and profits, we achieved 13% growth in EPS prior to special items.
This growth was achieved in spite of a difficult global
environment, which included SARS, the war in Iraq and a soft
economy early in 2003. Our ongoing goal is to continue to grow EPS
at least 10% each year. We expect to do at least that in 2004. In
the fourth quarter, our worldwide business achieved 16% EPS growth
and record EPS of $0.65. We have solid plans in place to continue
building on the unique growth opportunities that make us anything
but your ordinary restaurant company: steady improvement in
operations, profitable international expansion and multibranding
category-leading brands.

"Given the strength of our fourth-quarter performance we have
raised our full-year 2004 EPS estimate $0.04 to at least $2.27 or
at least 10% growth prior to special items. We expect to grow U.S.
same-store sales on a blended basis at least 1% to 2%, open at
least 1,400 new restaurants worldwide, and add at least 500 U.S.
multibrand restaurants in 2004."

INTERNATIONAL BUSINESS

In the fourth quarter, continued expansion of our key
international brands -- KFC and Pizza Hut -- and positive same-
store sales were drivers of international revenue, system-sales
and operating-profit growth. Markets and businesses with positive
same-store sales included China, KFC Australia, the U.K., Pizza
Hut Korea, the Middle East and KFC South Africa. Markets and
businesses experiencing negative same-store sales included Japan,
Mexico, Canada and KFC Taiwan.

Fourth-quarter international system-sales growth prior to foreign
currency conversion was 10%, one percentage point greater than
previously estimated in our Period 13 sales release, issued
January 6, 2004.

Restaurant margin as a percentage of sales increased 0.3
percentage points in the quarter or 0.5 percentage points prior to
the unfavorable impact from foreign currency translation.
Restaurant margin of 15.9% was a fourth-quarter record. The
increase was primarily driven by the positive impact of supply-
chain savings initiatives (principally in China).

For the full year, revenues, system-sales growth and operating
profit were principally driven by growth in both KFC and Pizza Hut
restaurants in company and franchise markets. More than 70% of the
new restaurant openings were built by the company's franchise and
joint-venture partners.

Restaurant margin as a percentage of sales declined by 0.5
percentage points for the full year. Prior to the unfavorable
impact of foreign currency translation, margin declined by 0.3
percentage points. A decline in same-store sales for company
markets negatively impacted margins and was partially offset by
the impact of supply-chain savings initiatives (principally in
China).

The favorable impact of foreign currency conversion added $7
million to operating profit for the fourth quarter and $23 million
for the full year.

UNITED STATES BUSINESS

In the fourth quarter, continued development of new, higher-volume
restaurants and positive same-store sales were the primary drivers
of revenue growth.

For the full year, the Long John Silver's/A&W acquisition drove
revenue growth of 4%. Excluding the effect of the Long John
Silver's/A&W acquisition, revenue growth of 2% was primarily
driven by new-restaurant development.

System restaurants decreased slightly due primarily to closures of
certain lower-volume A&W single-brand mall units and Pizza Hut
dine-in restaurants. The U.S. restaurant portfolio continues to be
upgraded with new, higher-volume restaurants, on average, many of
which are multibrand. Revenue growth attributed to the benefit of
opening new restaurants with higher volumes than those restaurants
that were closed was one and two percentage points respectively
for the fourth quarter and the full year.

Operating profit was positively impacted by these same revenue
factors and lower franchise and license expenses partially offset
by lower margin.

In the fourth quarter, U.S. restaurant margin declined 0.5
percentage points versus the prior year, driven by higher
commodity and occupancy expenses. Higher costs for beef and cheese
were partially offset by a lower cost for chicken during the
quarter. Occupancy costs increased, primarily due to the amendment
of two Long John Silver's sale/lease-back agreements that were
previously accounted for as financings now being accounted for as
operating leases. As a result of these amendments, the payments
made under these agreements that were previously recorded
primarily as interest expense are now recorded as rent expense.

For the full year, restaurant margins declined 1.4 percentage
points versus 2002 primarily from increased occupancy expenses due
to higher rent, including the item previously discussed, and
higher utilities. Additional factors were unprofitable discounting
and unfavorable product mix at both KFC and Pizza Hut, and sales
deleverage at KFC. Sales deleverage occurs when inflation in
restaurant costs is not offset by increases in same-store sales.

WORLDWIDE NEW-RESTAURANT DEVELOPMENT

System new-restaurant openings for the full year were primarily
driven by growth in new international KFCs and Pizza Huts in the
key international markets noted in the preceding table.

Franchise and joint-venture partners opened over 70% of systemwide
new international restaurants for the full year. Restaurant counts
increased 27% in China, 9% in Mexico, 8% in the U.K. and 2% in
Korea versus the end of fourth-quarter 2002. In key franchise
markets year-over-year restaurant growth was 14% in Asia, 5% in
Caribbean/Latin America, 4% in the Middle East and 4% in South
Africa.

In the U.S. market, the majority of new-restaurant openings were
KFC and Pizza Hut restaurants. Over 60% of the U.S. new-restaurant
openings were franchised. KFC new-restaurant openings were almost
70% multibrand restaurants. Virtually all the Pizza Hut new-
restaurant openings were delivery/carry-out restaurants.

This discussion excludes changes in license-unit locations, which
are expected to have no material impact on the company's overall
profit performance in 2004. License locations are typically
nontraditional sites, such as airports, that normally have
substantially lower average unit volumes than traditional
restaurant locations.

MULTIBRANDING EXPANSION

In the fourth quarter, 148 multibrand restaurants were added in
the U.S., bringing the total to 382 U.S. multibrand additions for
the full year. Of the 382 U.S. multibrand additions in 2003, 58%
were conversions of existing single-brand restaurants, including
9% that were rebuilds on existing sites. The remaining 42% were
new-restaurant openings of which 12% were relocations -- building
a new restaurant in place of an older restaurant nearby. At year-
end 2003, more than 50% of the 2,148 U.S. multibrand restaurants
were franchised.

Increasingly, the company's multibrand focus will be on combining
two core brands -- Taco Bell and KFC -- with the recently acquired
brands -- Long John Silver's and A&W. Additionally, Pizza Hut will
expand testing of multibrand combinations with the newly created
brand WingStreet. These various combinations represented 64% of
the multibrand additions in 2003. The company expects this
percentage to increase in 2004.

FRANCHISE GROWTH AND FEES

International markets contributing to the worldwide net expansion
of new franchise restaurants were Asia, the Middle East, South
Africa and Caribbean/Latin America. In the U.S. market, the KFC
and Long John Silver's brands both had net positive franchise
expansion.

For the fourth quarter, favorable foreign currency conversion
added 3 percentage points of franchise-fee growth. Excluding this
factor, franchise fees increased 6%. This growth was primarily
driven by new-restaurant development, worldwide franchise same-
store-sales growth of 2% and increased international royalty
rates.

For the full year, favorable foreign currency conversion and the
Long John Silver's/A&W acquisition added 3 percentage points and 1
percentage point of franchise-fee growth respectively. Excluding
these factors, franchise fees increased 5%. This growth was
primarily driven by new-restaurant development, increased
international royalty rates and worldwide franchise same-store-
sales growth of 1%.

GENERAL AND ADMINISTRATIVE EXPENSES

Worldwide general and administrative (G&A) expenses increased $25
million, or 8%, in the fourth quarter including a 1% unfavorable
impact from foreign currency conversion. The increase was
primarily driven by increases associated with international
restaurant expansion and pension expense.

Worldwide G&A expenses increased $32 million, or 3%, for the full
year. Excluding the unfavorable impact from foreign currency
conversion and the full-year impact of the Long John Silver's/A&W
acquisition, G&A expenses were even with 2002. Lower management
incentive costs were offset by increases in expenses associated
with international restaurant expansion and pension expense.

CASH-FLOW

For the fourth quarter and year to date, the company more than
funded capital spending with net cash provided by operating
activities. Additional cash was generated from employee stock-
option proceeds, proceeds from refranchising restaurants and sales
of property, plant and equipment. The company expects these trends
to continue for 2004. For 2003, as a result of all cash generated
after capital spending, the company was able to continue reducing
its debt balance by over $300 million and repurchased $278 million
of its own shares as indicated in the attached Condensed
Consolidated Statements of Cash Flow.

FIRST-QUARTER 2004 OUTLOOK

The company is comfortable with the current consensus estimate of
$0.43 in EPS prior to special items in the first quarter, an
increase of 10% compared to last year's performance. Additionally,
the company expects a net special-items gain of approximately
$0.02 primarily related to additional recoveries from the
AmeriServe bankruptcy estate. It is our expectation that this will
substantially complete the company's AmeriServe recoveries.

ANNUAL OUTLOOK

The company expects earnings per share to grow at least 10% each
year with the continued execution of its three key strategies: (1)
steady improvement in operations, (2) profitable international
expansion and (3) multibranding category-leading brands.

Projected factors contributing to the company's annual EPS
expectations were published in the company's December 4, 2003,
press release. All those specific expectations remain reasonable
based on current information. The company now expects a net
special-items gain for the year.

In several Asian markets, including Thailand, Taiwan, South Korea,
Japan, Indonesia, Malaysia, Singapore and certain sections of
China, avian flu has impacted retail sales trends and the
company's sales trends at KFC. Based on information currently
available, the company believes that the most likely effect of
avian flu outbreaks in these markets will be short term and is
reflected in the company's current annual and first-quarter
outlooks previously noted. Additionally, the company currently
does not expect that the avian flu outbreak will materially affect
its chicken supply in Asia or other markets.

Nevertheless, we want our shareholders to know that if,
hypothetically, the avian flu outbreak affects the entire country
of China for approximately one to two months with sales declines
in the range of 20% at KFC, full-year EPS results for the company
would be unfavorably impacted by approximately $0.01 to $0.02.

Based on current trends in the total Yum! portfolio, the company
believes it can offset any possible shortfall and maintain the
$2.27 per share earnings estimate prior to special items for 2004.
As always, the company will continue to update shareholders each
four-week period on current sales trends worldwide.

Yum! Brands Inc. (S&P, BB+ Corporate Credit and Senior Unsecured  
Debt Ratings, Negative), based in Louisville, Kentucky, is the
world's largest restaurant company in terms of system restaurants
with more than 33,000 restaurants in more than 100 countries and
territories. Four of the company's restaurant brands -- KFC, Pizza
Hut, Taco Bell and Long John Silver's -- are the global leaders of
the chicken, pizza, Mexican-style food and quick-service seafood
categories respectively. Yum! Brands is the worldwide leader in
multibranding, which offers consumers more choice and convenience
at one restaurant location from a combination of KFC, Taco Bell,
Pizza Hut, A&W or Long John Silver's brands. The company and its
franchisees today operate over 2,000 multibrand restaurants.
Outside the United States in 2003, the Yum! Brands' system opened
about three new restaurants each day of the year, making it one of
the fastest growing retailers in the world. In 2002, the company
changed its name to Yum! Brands Inc. from Tricon Global
Restaurants Inc. to reflect its expanding portfolio of brands and
its ticker symbol on the New York Stock Exchange. In 2003 the
company was recognized in Fortune Magazine's top 50 "Best
Companies for Minorities," claiming the number-one spot for
"managerial diversity."


* BOOK REVIEW: Landmarks in Medicine - Laity Lectures
               of the New York Academy of Medicine
-----------------------------------------------------
Introduction by James Alexander Miller, M.D.
Publisher:  Beard Books
Softcover: 355 pages
List Price: $34.95
Review by Henry Berry

Order your own personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587980770/internetbankrupt

As the subtitle points out, the seven lectures reproduced in this
collection are meant especially for general readers with an
interest in medicine, including its history and the cultural
context it works within. James Miller, president of the New York
Academy of Medicine which sponsored the lectures, states in his
brief "Introduction" that this leading medical organization "has
long recognized as an obligation the interpretation of the
progress of medical knowledge to the public." The lectures
collected here succeed admirably in fulfilling this obligation.

The authors are all doctors, most specialists in different areas
of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within
the Memory of Man," is a consulting roentgenologist at New York's
Fifth Avenue Hospital. Harrison Stanford Martland is a professor
of forensic medicine at New York University College of Medicine.
Many readers will undoubtedly find his lecture titled "Dr. Watson
and Mr. Sherlock Holmes" the most engrossing one. Other doctor-
authors are more involved in academic areas of medicine and
teaching. Reginald Burbank is the chairman of the Section of
Historical and Cultural Medicine at the New York Academy of
Medicine. He lectured on "Medicine and the Progress of
Civilization." Raymond Pearl, whose selection is "The Search for
Longevity," is a professor of biology at Johns Hopkins University.

The authors' high professional standing and involvement in
specialized areas do not get in the way of their aim to speak to a
general audience. They are all skilled writers and effective
communicators. As the titles of some of the lectures noted in the
previous paragraph indicate, the seven selections of "Landmarks in
Medicine" focus on the human-interest side of medicine rather than
the scientific or technological. Even the two with titles which
seem to suggest concern with technical aspects of medicine show
when read to take up the human-interest nature of these topics.
"The Meaning of Medical Research", by Dr. Alfred E. Cohn of the
Rockefeller Institute for Medical Research, is not so much about
methods, techniques, and equipment of medical research, but is
mostly about the interinvolvement of medical research, the
perennial concern of individuals with keeping and recovering good
health, and social concerns and pressures of the day. "The meaning
of medical research must regard these various social and personal
aspects," Cohn writes. In this essay, the doctor does answer the
questions of what is studied in medical research and how it is
studied. And he answers the related question of who does the
research. But his discussion of these questions leads to the final
and most significant question "for what reason does the study take
place?" His answer is "to understand the mechanisms at play and to
be concerned with their alleviation and cure." By "mechanisms,"
Cohn means the natural--i. e., biological--causes of disease and
illness. The lay person may take it for granted that medical
research is always principally concerned with finding cures for
medical problems. But as Cohn goes into in part of his lecture,
competition for government grants or professional or public
notoriety, the lure of novel experimentation, or research mainly
to justify a university or government agency can, and often do,
distract medical researchers and their associates from what Cohn
specifies should be the constant purpose of medical research. Such
purpose gives medicine meaning to humankind.

The second lecture with a title sounding as if it might be about a
technical feature of medicine, "X-ray Within the Memory of Man,"
is a historical perspective on the beginnings of the use of x-ray
in medicine. Its author Lewis Cole was a pioneer in the
development of x-rays in the late 1800s and early1900s. He mostly
talks about the development of x-ray within his memory. In doing
so, he also covers the work of other pioneers, notably William
Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist"
who discovered x-rays almost by accident and at first resented the
application of his discovery to practical uses such as medical
diagnosis. Edison, the prodigious inventor who was interested only
in the practical application of scientific discoveries, and his
co-worker Clarence Dally enthusiastically investigated the
practical possibilities of the discoveries in the new field of
radiation. Dally became so committed to his work in this field
that he shortly developed an illness and died. At the time, no on
knew about the dangers of prolonged exposure to x-rays. But
sensing some connection between his co-worker's untimely death and
his work with x-rays, Edison stopped his own investigations.

Cole himself became involved in work with x-rays during his
internship at Roosevelt Hospital in New York City in 1898 and
1899. His contribution to this important field was in the area of
interpretation of what were at the time primitive x-rays and
diagnosis of ailments such as tuberculosis and kidney stones. Cole
writes in such a way that the reader feels she or he is right with
him in the steps he makes in improving the use of x-rays. He adds
drama and human interest to the origins of this important medical
technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses
the popular mystery stories of Arthur Conan Doyle to explore the
role of medicine in solving crimes, particularly murder. In some
cases, medical tests are required to figure out if a crime was
even committed. This lecture in particular demonstrates the
fundamental role played by medicine in nearly all major areas of
society throughout history. The seven collected lectures have
broad appeal. All of them are informative and educational in an
engaging way. Each is on an always interesting topic taken up by a
professional in the field of medicine obviously skilled in
communicating to the general reader. The authors seem almost mind
readers in picking out the most fascinating aspects of their
subjects which will appeal to the lay readers who are their
intended audience. While meant mainly for lay persons, the
lectures will appeal as well to doctors, nurses, and other
professionals in the field of medicine for putting their work in a
broader social context and bringing more clearly to mind the
interests, as well as the stake, of the public in medicine.

                          *********

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 ***