TCR_Public/040216.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 16, 2004, Vol. 8, No. 32

                          Headlines

5 PRITCHARD LANE: Case Summary & 2 Largest Unsecured Creditors
AGILENT TECH.: Opens Semiconductor Solutions Center in Shanghai
AHOLD: Balks at Dutch Shareholders' Assoc.'s Inquiry Request
AIRGATE PCS: Shareholders Approve Proposed Recapitalization Plan
ALLEGHENY: Fitch Expects to Rate New Credit Facilities at BB-

AMERIPATH INC: S&P Assigns Lower-B Level Debt Ratings
ANCHOR GLASS: Fourth-Quarter 2003 Net Loss Reaches $11 Million
ANIXTER INC: Fitch Affirms BB+ Rating for International Unit
APARTMENT INVESTMENT: Reports Improved Fourth-Quarter 2003 Results
ARMOR HOLDINGS: Fourth-Quarter 2003 Net Loss Narrows to $5 Million

AVAYA INC: Sells 14 Million Common Shares to Morgan Stanley
AVOTUS: Completes Acquisition of Formity & Receives New Financing
BDL LLC: Case Summary & 3 Largest Unsecured Creditors
BUDGET GROUP: Court Approves Proposed Solicitation Procedures
CAREMARK RX: S&P Maintains B-Level Ratings on Watch Positive

CEPHALON INC: Year-End 2003 Financial Results Exceed Expectations
COX COMMUNICATIONS: Fourth-Quarter 2003 Results Sink into Red Ink
CURAGEN: S&P Junks $100MM Convertible Subordinated Notes' Ratings
ELAN: Sells European Sales & Marketing Business to Medeus Pharma
ENCOMPASS: Disbursing Agent Asks Court to Expunge 25 Claims

ENRON CORP: Wants Various Employee Claims Disallowed & Expunged
EXIDE TECH: Court Approves Up to $375 Mill. Replacement Financing
FAIRCHILD CORP: Red Ink Continues to Flow in Fourth-Quarter 2003
FLEMING: Woos Court to Okay Settlement with PCI & Commercenter
FOOTSTAR INC: Pursuing Additional Financing Alternatives

FOOTSTAR INC: Mulls Chapter 11 Filing
GLOBAL CROSSING: Seeks Nod to Pull Plug on 655 Executory Contracts
GOODYEAR TIRE: Remains on S&P's Watch With Negative Implications
HOMESTEADS COMMUNITY: Case Summary & Largest Unsecured Creditors
INDUSTRY MORTGAGE: Fitch Affirms Class B Notes' Rating at BB-

ISTAR FIN'L: Fourth-Quarter and FY 2003 Results Show Solid Growth
IW INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
JACKSON PRODUCTS: Successfully Emerges from Chapter 11 Bankruptcy
LB-UBS COMMERCIAL: S&P Takes Rating Actions on 2000-C5 Notes
LTX CORP: Prices 7-Million Common Share Public Offering

MARSH SUPERMARKETS: 3rd Quarter Conference Call Set for Tomorrow
MCWATTERS MINING: Has Until March 31 to Submit Proposal Under BIA
MEDCOMSOFT INC: Launching New EMR Product at Orlando Conference
MEDMIRA INC: Closes Acquisition of Seneca Equities in Canada
M & G LEASING INC: Case Summary & 14 Largest Unsecured Creditors

MILACRON INC: S&P Hatchets Low-B Corp. Credit Rating to Junk Level
MILFORD CONNECTICUT: Case Summary & Largest Unsecured Creditors
MILLBROOK PRESS: Section 341(a) Meeting Will Convene on March 15
MILLER INDUSTRIES: Shareholders Okay Proposed Debt-for-Equity Swap
MIRANT CORP: Obtains Go-Signal to Enter into Sleeving Transactions

MONITRONICS INT'L: Dec. 31 Net Capital Deficit Balloons to $55MM
MOTOR COACH: S&P Drops Credit & Sr. Secured Debt Ratings to CCC
MTS INCORPORATED: Files Prepackaged Chapter 11 Plan in Delaware
NATIONAL EQUIPMENT: Emerges from Chapter 11 Bankruptcy
NERVA LTD: Fitch Cuts Class A Floating-Rate Notes' Rating to CCC

NET PERCEPTIONS: Special Shareholders' Meeting Set for March 12
NORTEK INC: Completes Sale of Ply Gem to Caxton-Iseman Capital
NOVA CHEMICALS: Will Pay Quarterly Dividend on May 15, 2004
NRG ENERGY: Inks Pact Allowing Entergy to Exercise Set-Offs
ONE PRICE CLOTHING: Has Until Mar. 12 to File Bankruptcy Schedules

O'SULLIVAN INDUSTRIES: Dec. 31 Net Capital Deficit Widens to $150M
OWENS CORNING: Wants Court to Disallow Foreland Refining's Claim
PAC HOLDING CO.: Case Summary & 60 Largest Unsecured Creditors
PACIFICARE HEALTH: 4th-Quarter Results Reflect Weaker Performance
PAC-WEST TELECOMM: Promotes Eric Jacobs and Peggy McGaw

PANTRY INC: S&P Rates Bank Facility & Subordinated Notes at B+/B-
PARMALAT GROUP: ABM AMRO Discloses Limited Exposure after Collapse
PEGASUS SATELLITE: $280MM of Senior Notes Tendered as of Thursday
PG&E NATIONAL: NEG's Hypothetical Chapter 7 Liquidation Analysis
PG&E CORP: Will Publish Full-Year 2003 Financial Results on Thurs.

PLAINS EXPLORATION: S&P Puts Ratings on Watch Positive over Merger
PRUDENTIAL SECURITIES: S&P Takes Rating Actions on 2000-C1 Notes
QUEBECOR INC: December Working Capital Deficit Tops C$245 Million
QWEST COMMS: Capital Funding Unit Completes Note Tender Offer
RELIANCE: Liquidator Wants Deductibles Declared as RIC Assets

REVLON INC: Fidelity Management Agrees to Debt for Equity Swap
REVLON INC: Will Hold Analyst Meeting on Wednesday
ROGERS COMMS: Developing Advanced Broadband IP Multimedia Network
SHAW COMMUNICATIONS: Will Take Steps to Defend Customer Privacy
SIRIUS SATELLITE: Commences $200 Mill. Convertible Debt Offering

SLATER: Universal Stainless Walks from Fort Wayne Plant Auction
SOLECTRON: Inks Pact to Sell SMART Modular Units to Texas Pacific
STELCO INC: Ernst & Young Reports CCAA Restructuring Updates
STONERIDGE INC: S&P Revises Outlook on Low-B Ratings to Positive
SUNLINK HEALTH: Red Ink Continues to Flow in December 2003 Quarter

TANGRAM ENTERPRISE: Dec. 31 Working Capital Deficit Tops $1.7 Mil.
TENFOLD CORP: December 31 Net Capital Deficit Narrows to $1.4 Mil.
TRICO MARINE: Completes New Senior Secured Credit Facility
TRUMP ATLANTIC: S&P Hacks Corporate Credit Rating to CCC-
UNITED AIRLINES: Wants to Stretch Plan-Filing Time to June 30

UNITED AIRLINES: Flight Attendants Picket at Denver Airport Thurs.
UNOVA INC: 4th-Quarter & Full-Year 2003 Results Sink into Red Ink
U.S.I. HOLDINGS: Reports Improved Q4 and Year-End 2003 Results
VALENCE TECHNOLOGY: Dec. 31 Net Capital Deficit Widens to $52 Mil.
WILLIAMS SCOTSMAN: Weaker Fin'l Profile Spurs S&P's Rating Cuts

WILLIS GROUP: Commences 20-Million Shares Secondary Offering
YOUNG BROADCASTING: Will Hold Q4 2003 Conference Call Tomorrow

* BOND PRICING: For the week of February 16 - 20, 2004

                          *********

5 PRITCHARD LANE: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 5 Pritchard Lane LLC
        5 Pritchard Lane
        Westport, Connecticut 06880

Bankruptcy Case No.: 04-50110

Type of Business: Real Estate

Chapter 11 Petition Date: January 30, 2004

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Mark L. Bergamo, Esq.
                  The Marcus Law Firm
                  111 Whitney Avenue
                  New Haven, CT 06510
                  Tel: 203-787-5885

Total Assets: $1,075,000

Total Debts:  $1,118,300

Debtor's 2 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Charles Biles                               $43,299
246 Federal Road                     SECURED VALUE:
Brookfield, CT 96804                     $1,075,000

Town of Westport                                 $1


AGILENT TECH.: Opens Semiconductor Solutions Center in Shanghai
---------------------------------------------------------------
Agilent Technologies Inc. (NYSE:A) announced the opening of the
Agilent Semiconductor Solutions Center (ASSC) in Shanghai,
initially aimed at delivering industry-leading solutions to the
fast-growing mobile handset and consumer markets in China.

Agilent also announced a new wholly owned subsidiary, Agilent
Technologies Trading (Shanghai) Co. Ltd., which has been
established to develop a world-class supply chain for its
manufacturing customers in China. This investment represents
another Agilent move toward growing its market position and
fostering its long-term presence in China.

The ASSC's goal is to develop innovative semiconductor solutions
and accelerate product development for OEMs (original equipment
manufacturers), ODMs (original design manufacturers) and mobile
handset manufacturers based in Greater China. Headed by Calvin
Chen, a 15-year Agilent veteran with broad semiconductor
experience, the center will initially focus on building mobile-
technology R&D, engineering and service capabilities and is
expected to expand its focus to also include storage, computing,
networking and optoelectronics solutions. Agilent expects the
center's staffing to reach approximately 100 employees by the end
of 2004.

"China is a significant and growing part of Agilent's
semiconductor business, and we've decided to aggressively invest
in its high-growth mobile and consumer markets," said Young K.
Sohn, president of Agilent's Semiconductor Products Group. "We
expect our headcount in China to approach 1,000 in the next five
years."

The ASSC will initially support handset customers in designing and
optimizing Agilent's broad range of innovative solutions for
mobile applications. These include embedded camera modules that
enable camera phones with exceptional image quality, radio
frequency devices that reduce handset size, infrared transceivers
for transmitting data, surface mount LEDs for backlighting, and
ambient light sensors that save battery life. The new center will
also offer customization and development services, including
reference designs and software.

"Agilent has a unique set of industry-leading products for mobile
handset customers," said Calvin Chen of Agilent. "The ASSC is
expected to help a wide range of Chinese companies take full
advantage of these innovative solutions, as well as create the
next generation of feature-rich handsets."

                         New Subsidiary

The new business venture, Agilent Technologies Trading (Shanghai)
Co. Ltd., is a wholly owned Agilent subsidiary. The trading
company will initially work with Agilent's Semiconductor Products
business but is expected to later serve Agilent's other businesses
as well. It will be located in the Waigaoqiao Free Trade Zone in
Shanghai. Agilent already operates a global manufacturing center
in Shanghai and has seven offices throughout the country. In 1981,
Agilent, then HP, was one of the first multinational companies to
open an office in China.

"China is very important to Agilent, and we have a long history
here," said Max Yang, vice president of Agilent Asia Pacific Field
Operations, Semiconductor Products Group, and head of the new
trading company. "The opening of Agilent Technologies Trading
(Shanghai) Co. Ltd. underscores our commitment to developing a
supply chain infrastructure for this market."

"Agilent will continue to strengthen its presence and build a
great company in China," said Wayne Chan, vice president and
general manager of Agilent Greater China. "With the establishment
of the ASSC and the trading company, Agilent's strategic
investment in China now includes a full range of businesses and
benefits our customers across the communications, electronics,
life science and chemical analysis industries."

Agilent Technologies Inc. (NYSE:A) (S&P, BB Corporate Credit and
Senior Note Ratings) is a global technology leader in
communications, electronics, life sciences and chemical analysis.
The company's 32,000 employees serve customers in more than 110
countries. Agilent had net revenue of $6 billion in fiscal year
2002. Information about Agilent is available on the Web at
http://www.agilent.com/


AHOLD: Balks at Dutch Shareholders' Assoc.'s Inquiry Request
------------------------------------------------------------
Ahold (NYSE:AHO) received the request that the VEB (Association of
Dutch Stockholders) has filed at the Enterprise Chamber
("Ondernemingskamer") of the Amsterdam Court of Appeals.

The petition serves to institute an inquiry. The inquiry period
requested in the petition runs from September 27, 1999, until
December 18, 2003.

The petition has been filed by holders of approximately 1.2
million shares. This represents 0.06% of the total outstanding
capital of more than 1.9 billion shares.

As previously indicated, Ahold deems this procedure unnecessary
and premature, given the fact that a number of external
investigations have been underway for much of the past year. This
new request adds nothing to investigations currently underway,
according to the company. In addition, it is Ahold's view that
such an inquiry will markedly hamper the conduct of the company's
business. It therefore limits the company's possibility to fully
devote itself to restoring shareholder value.

Ahold will raise this and other proceedings during the
Extraordinary General Meeting of Shareholders on corporate
governance planned for March 3, 2004.

                         *    *    *

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.


AIRGATE PCS: Shareholders Approve Proposed Recapitalization Plan
----------------------------------------------------------------
AirGate PCS, Inc. (OTCBB: PCSA), a PCS Affiliate of Sprint,
announced that, at a special meeting of AirGate shareowners held
this morning, AirGate's shareowners approved the issuance of the
shares of AirGate's common stock in AirGate's previously-announced
exchange offers and implementation of a 1 for 5 reverse split of
its common stock, each of which is a condition to completion of
the exchange offers.

The exchange offers and reverse stock split are part of AirGate's
previously-announced recapitalization plan, which includes
AirGate's offer to exchange all of its outstanding 13.5% Senior
Subordinated Discount Notes due 2009 for up to 56% of AirGate's
outstanding common stock and $160 million in aggregate principal
amount of new 9-3/8% Senior Subordinated Secured Notes due 2009.

AirGate also has accepted for exchange all of its outstanding
discount notes that were validly tendered and not withdrawn prior
to the expiration of the exchange offers and related consent
solicitations at 9:30 a.m., New York City time, Thursday. As of
that time, AirGate had received tenders and consents from holders
representing more than 99% of the outstanding discount notes. The
settlement of the exchange offers is expected to occur on
February 20, 2004.

AirGate effected the reverse stock split on Friday, February 13,
2004 and anticipated trading on a post-split basis to commence on
February 17, 2004. As a result of the reverse stock split, AirGate
shareowners received one share of common stock, and cash resulting
from the elimination of any fractional shares, in exchange for
each five shares of common stock currently outstanding.
Information with instructions for redeeming stock certificates and
receiving payment for fractional shares will be sent to AirGate
shareowners.

At the special meeting, AirGate's shareowners also approved an
increase in the number of shares of common stock reserved and
available for issuance under AirGate's long term incentive plan,
an amendment to AirGate's long term incentive plan and the
issuance of restricted stock units and stock options to certain of
AirGate's executives, none of which was a condition to completion
of the exchange offers.

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


ALLEGHENY: Fitch Expects to Rate New Credit Facilities at BB-
-------------------------------------------------------------
Fitch Ratings expects to assign new ratings to Allegheny Energy
Supply Company LLC's $1.3 billion multi-tranched bank refinancing
facilities, as follows: 'BB-' to the $800 million Senior Secured
Facility, consisting of pro rata shares of the $650 million
Secured Term Loan B and the $150 million new Springdale Facility
(New Springdale Facility); and 'BB-' to the $500 million Secured
Term Loan C (C Loan). Both B and C Loans share in a first priority
lien on substantially all the assets of AE Supply (AE Supply
Assets), while the New Springdale Facility has a first lien on the
Springdale asset only. Fitch also expects to upgrade the ratings
of Allegheny Energy Supply Statutory Trust 2001 A-Notes (A-Notes)
to 'BB-' from 'B+' to reflect the change of security to a first
priority lien security from the existing second lien on AE Supply
Assets upon the closing of the refinancing. AE Supply's senior
unsecured notes are also expected to be affirmed at 'B-'. Fitch
expects to remove the Rating Watch Negative and assign a Stable
Rating Outlook once the refinancing is completed.

The successful refinancing of AE Supply would be a positive step
for AE Supply, Allegheny Energy Inc. and its regulated
subsidiaries. In the past few months the AYE group has made
meaningful progress in resolving a number of the issues
confronting the company. It has scaled down its trading operations
significantly, thus limiting the company's cash flow exposure to
market price volatility. At the same time, it has strengthened its
liquidity position. With the filing of its 2003 third quarter
financial statements, the company is now current with its
financial reporting requirement.

The AYE group continues to face several challenges. In the near
term, closing the refinancing of AE Supply's existing bank
facilities remains a top priority, as the company is unlikely able
to meet the aggressive maturity schedules in the existing
facilities ($200 million in September 2004, $150 million in
December 2004 and $1.078 billion in May 2005). In addition, AYE
needs to demonstrate a track record of improved internal control
systems and financial reporting and forecasting functions,
including producing timely full year 2003 financial statements. In
the longer term, improvements in the group credit profile will
depend upon gradual system debt repayment from cash flow generated
in the operations of its generation and delivery businesses, in
addition to debt reduction through the monetization of non-core
assets and/or new common equity issuance.

Allegheny Energy Inc. is a registered utility holding company,
which owns three regulated utilities, Monongahela Power, Potomac
Edison and West Penn Power and two non-utility subsidiaries. The
utilities deliver electric and gas service to 1.5 million
customers in parts of Maryland, Ohio, Pennsylvania, Virginia, and
West Virginia and 230,000 customers in West Virginia,
respectively. AYE's non-utility subsidiaries consist of AE Supply
Co. LLC, which develops, acquires, owns and operates generating
plants and is a marketer of electricity and other energy products
and Allegheny Ventures which is involved in telecommunications and
energy related projects.


AMERIPATH INC: S&P Assigns Lower-B Level Debt Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' secured bank
loan rating and its recovery rating of '2' to anatomic pathology
laboratory AmeriPath Inc.'s proposed $190 million, six-year credit
facility. A recovery rating of '2' indicates the likelihood of
substantial recovery of principal (80%-100%) in the event of a
default.

Standard & Poor's also assigned its 'B-' subordinated debt rating
to the company's proposed $75 million, 10-year senior subordinated
note issue. At the same time, Standard & Poor's affirmed its 'B+'
corporate credit rating on AmeriPath. The outlook is stable.

The ratings on the proposed debt issues are based on preliminary
offering statements and are subject to review upon final
documentation.

The proposed bank loan and senior subordinated notes will replace
the company's current term loan. The restructuring should give
AmeriPath more flexibility with respect to its financial covenants
while the company makes operational improvements. AmeriPath will
have approximately $480 million of debt outstanding, pro forma for
the transaction.

"The speculative-grade ratings reflect concern with AmeriPath's
aggressive growth through acquisitions in the U.S. market for
anatomic pathology services, a niche segment of the diagnostic
services market that is subject to reimbursement risks and
competitive uncertainties," said Standard & Poor's credit analyst
Jordan Grant. "The ratings also reflect new management's challenge
to improve performance, while saddled with a debt burden related
to a 2003 LBO."

Aided by the acquisition of 50 anatomic pathology businesses since
its formation in 1996, Riviera Beach, Fla.A-based AmeriPath has
expanded its presence as a provider of lab services for both
outpatient and inpatient hospital markets, specializing in
dermatopathology, urology, women's health, and gastroenterology.
About 50% of the company's revenues are generated from outpatient
services, which involve the analysis of samples for physicians
using a network of regional and satellite laboratories. Almost all
of the company's remaining business is derived from its hospital
laboratories, through which AmeriPath serves as an exclusive
provider of professional pathology services for contract clients.
The company has achieved substantial scale in the anatomic
pathology lab segment, a field in which 80% of its competitors are
operated by groups of 10 or fewer physicians.

At the same time, however, AmeriPath's operating performance has
been disappointing, with 2003 operating margins falling to about
19% compared with 22% in 2002. New senior managers will try to
better cope with competitive pressures, such as increasing rivalry
from large, diversified national clinical labs, which have
allocated more resources to anatomic pathology. Laboratory Corp.
of America Holdings (BBB/Stable/--) acquired Dianon Systems Inc.,
a direct competitor to AmeriPath, in early 2003, and Quest
Diagnostics Inc. (BBB/Positive/--) is processing more of its own
anatomic pathology samples. In addition, AmeriPath must contend
with soft hospital admissions, which have reduced revenue and
increased bad debt levels in the company's inpatient business.
AmeriPath's business is also concentrated in a relatively narrow
field that is subject to reimbursement risks. In past years, the
company's business expansion has been helped by a positive trend
upward in both Medicare and Medicaid reimbursement rates for
anatomic pathology procedures, which should continue through 2004.
Nevertheless, reimbursement rates for 2005 and beyond have not yet
been finalized and may be less favorable.


ANCHOR GLASS: Fourth-Quarter 2003 Net Loss Reaches $11 Million
--------------------------------------------------------------
Anchor Glass Container Corporation (NASDAQ:AGCC) reported
financial results for its fourth quarter and year ended
December 31, 2003.

For the fourth quarter of 2003, net sales increased 6.5 percent to
$167.1 million, from $156.9 million in the prior year, reflecting
a continuation of the stronger sales growth that began in the
third quarter. Capital spending for the quarter totaled $38.7
million as the Company performed major reconstruction on the
furnace in the Lawrenceburg, Indiana factory and on two of the
three furnaces in the Salem, New Jersey factory. All three major
rebuilds were completed on budget and the rebuilt furnaces are now
fully operational.

The strong growth in sales for the quarter was driven by a 9.3
percent increase in unit shipments, principally in the beer
category. The favorable impact of strong sales and overall
productivity improvements was offset by a significant increase in
downtime costs related to the reconstruction of the three
furnaces. The Company absorbed an increase of approximately 200
machine days of downtime compared to the fourth quarter of 2002.
Results were also adversely impacted by a year-over-year increase
in the cost of natural gas ($2.9 million), and interest expense
($3.9 million). As a result of these factors, the Company reported
a net loss for the quarter of $11.3 million. EBITDA totaled $18.0
million for the quarter.

"Sales remained strong during the fourth quarter, continuing the
positive trend from the third quarter," said Richard M. Deneau,
President and Chief Executive Officer. "We completed three more
major capital improvement initiatives in the quarter along with
several other minor initiatives. Even with these substantial
investments, we ended the year undrawn on our revolver loan, so
our liquidity position is excellent. These plant enhancements will
drive significant productivity improvements in 2004."

For full-year 2003, net sales were $709.9 million, compared to
$715.6 million in the prior year, a small decline of 0.8 percent.
EBITDA declined 3.5 percent to $93.1 million, from $96.5 million
in the prior year. These results reflect the high cost of natural
gas in 2003, which resulted in a year-over-year cost increase of
$18.0 million. It also includes the substantial increase in
downtime incurred during the year as a result of the major capital
improvement projects involving five of Anchor's furnaces. These
costs were nearly offset by productivity gains, pricing
improvements, lower SG&A costs and reduced rent expenses.

"We are looking forward to returning to a normal downtime schedule
in 2004," said Deneau. "We will have approximately 650 fewer days
of machine downtime next year. These positive factors, combined
with a strong 2004 order book, provide good momentum heading into
the new year."

                         Dividend Declared

The Board of Directors of Anchor declared a quarterly dividend of
$0.04 per share of its common stock. The dividend is payable March
15, 2004, to stockholders of record at the close of business on
March 1, 2004.

Anchor Glass Container Corporation (S&P, B+ Corporate Credit
Rating, Stable Outlook) is the third largest manufacturer of glass
containers in the United States. It has nine strategically located
facilities where it produces a diverse line of flint (clear),
amber, green and other colored glass containers for the beer,
beverage, food, liquor and flavored alcoholic beverage markets.


ANIXTER INC: Fitch Affirms BB+ Rating for International Unit
------------------------------------------------------------
Fitch Ratings has affirmed Anixter Inc.'s 'BBB-' senior unsecured
debt rating following the company's announcement of its intention
to issue a one-time cash dividend of $1.50 per share on
March 31, 2004 for a total of $55 million. Fitch has also affirmed
Anixter International's 'BB+' rating. The Rating Outlook is
Stable.

While the issuance of a dividend may potentially have negative
credit implications, Fitch believes Anixter has flexibility within
its current rating category to absorb any negative short-term
effects this may have on liquidity. In addition, this particular
dividend is consistent with Anixter's expected use of proceeds
from its issuance of zero coupon convertible senior notes in June
2003. At the time, Anixter expected to use the proceeds of the
offering to repurchase outstanding debt and to a lesser extent
equity securities, as well as for general corporate purposes. To
date, the company has used proceeds from the offering to
repurchase a portion of its outstanding 7% zero-coupon bonds due
2020 as well as to repurchase common shares. Remaining proceeds
total approximately $55 million and will be used to pay the one-
time dividend.

The ratings and Stable Outlook continue to reflect Anixter's
strong market position, solid liquidity position, manageable near-
term debt obligations and modest capital spending requirements. In
addition, Fitch recognizes the company's industry-leading margins
and stabilizing revenue stream. Credit concerns continue to
include the competitive pricing environment within the company's
markets and the continued sluggishness in telecom spending. In
addition, the shift to maintenance-based from capital-based
spending continues.

Anixter has solid financial flexibility that is supported by
approximately $101 million in cash (prior to the dividend payout),
a $225 million accounts receivable securitization program (of
which $145.7 million was outstanding as of January 2, 2004) and a
$275 million five-year revolving credit facility maturing October
2005 (of which $30 million was outstanding as of Jan. 2, 2004). In
addition, the company continued to generate positive free cash
flow in 2003 as a result of working capital efficiencies, which
further enhanced liquidity. Fitch believes the one-time nature of
the announced dividend is positive as it will not affect future
cash flows, and Anixter expects to generate meaningful cash in the
near term and maintain a relatively substantial cash balance.
Consequently, Fitch believes Anixter's current resources are more
than adequate to satisfy its near-term debt obligations as the
company has no significant maturities until the potential put of
its 7% zero coupon convertible notes in June 2005.

While Anixter's operations had been negatively affected by the
economic downturn and the low levels of IT spending over the past
couple of years, revenue and EBITDA appear to have stabilized.
Total revenues for year-end 2003 were $2.6 billion, an increase of
approximately 4% from $2.5 billion in 2002. The revenue growth
represents the first increase in full-year revenues since 2000,
and Fitch expects revenue trends to improve as the company
benefits from the recent acquisitions of Pentacon and Walters
Hexagon as well as from industry improvements.

During the difficult IT spending environment of the last few years
Anixter has maintained credit protection measures reflective of
its rating category by managing its leverage. During 2003, the
company utilized free cash flow and proceeds from the June 2003
debt offering to repurchase approximately $60 million face value
of its 7% zero-coupon convertible notes due 2020 as well as $8
million of its senior notes that were due October 2003. Total on-
balance sheet debt was $239.2 million at the end of 2003,
including $209.2 million in zero-coupon convertibles, and $30
million from the revolving credit facility. Approximately $63
million of the zero-coupon convertibles are callable in June 2005,
at an accretive value of approximately $70 million. Including
amounts outstanding under the accounts receivable securitization
program, total debt was $384.9 million. Credit protection measures
have remained relatively consistent year over year with leverage
(as measured by total debt/EBITDA) at 2.1 times and coverage (as
measured by EBITDA/interest - excluding non-cash interest
accretion from the convertible notes) at 17.7x for 2003. For the
same period, adjusted leverage (including securitizations and
rents) was 4.7x compared to 4.5x for year-end 2002 and 3.8x for
year-end 2001.


APARTMENT INVESTMENT: Reports Improved Fourth-Quarter 2003 Results
------------------------------------------------------------------
Apartment Investment and Management Company (NYSE: AIV) announced
fourth quarter and full year 2003 results.  The full text of the
Fourth Quarter Earnings Release and Supplemental Information are
available upon request or through Aimco's Web site at
http://www.aimco.com/about/financial/4Q2003.asp/

Below are selected highlights from the full-text release.  Please
refer to the full-text version and Supplemental Information for
definitions of non-GAAP measures and the reconciliation of non-
GAAP measures to GAAP measures.

                         Summary Results:

     -- Net Income was $37.2 million, in the fourth quarter 2003
        compared with $6.6 million in the fourth quarter 2002.  
        Earnings (loss) per share (EPS) were $0.19 on a diluted
        basis, compared with $(0.17) in the same period last year,
        based on Net Income (loss) attributable to common
        stockholders.

     -- Funds from Operations (diluted) were $67.9 million, or
        $0.72 per share compared with $101.6 million, or $1.01 per
        share, in the fourth quarter 2002.  These FFO results were
        calculated in accordance with the definition of FFO
        prescribed by the National Association of Real Estate
        Investment Trusts.  As a result, fourth quarter 2003
        FFO was reduced by $4.6 million for impairment charges on
        real estate assets sold or held for sale.  Excluding these
        impairment charges, fourth quarter 2003 FFO would have
        been $72.8 million, or $0.76 per share, within Aimco
        guidance and meeting First Call consensus.

     -- Adjusted Funds from Operations (diluted) were $56.0
        million, or $0.58 per share, within Aimco guidance,
        compared with $80.8 million, or $0.83 per share, in the
        fourth quarter 2002.

Full year 2003 FFO results include charges of $7.6 million in
issuance costs associated with preferred share redemptions in the
second and third quarters.  Aimco gave effect to these issuance
costs in accordance with the SEC's July 31, 2003 interpretation of
the Emerging Issues Task Force Topic D-42.  In addition, fourth
quarter and full year 2003 results include impairment losses on
real estate assets sold or held for sale of $4.6 million and $13.1
million, respectively, that Aimco historically added back in its
calculation of FFO.

As a result, these charges reduced FFO (diluted) per share by $4.6
million and $20.7 million for the fourth quarter and full year
2003, respectively. These charges have been added back in the
calculation of AFFO.

                      Management Comments

Comments from Chairman and Chief Executive Officer, Terry
Considine:

         "Apartment markets remain quite weak. Some of this
         weakness is seasonal; some reflects increasing
         competition from new supply, single family as well as
         multi-family; and some reflects the continued slow pace
         of recovery in national employment. Aimco remains focused
         on improving operations, by example, the recent promotion
         of Jeff Adler to lead Property Operations; strengthening
         financial control, by example, the recent recruitment
         of Tom Herzog from GE Real Estate to serve as Chief
         Accounting Officer; and by active portfolio management,
         selling weaker properties in weaker markets to invest in
         such better assets as The Palazzo, in the mid-Wilshire
         district of Los Angeles."

                   Dividends on Common Stock

As announced on January 30, 2004, the Aimco Board of Directors
declared a quarterly cash dividend of $0.60 per share of Class A
Common Stock for the quarter ended December 31, 2003, payable on
February 27, 2004 to stockholders of record on February 20, 2004.  
The dividend represents 103% of AFFO (diluted) and 83% of FFO
(diluted), on a per share basis, for the quarter ended December
31, 2003 and a 7.0% annualized yield based on the $34.42 closing
price of Aimco's Class A Common Stock on January 29, 2004.

                     "Same Store" Results

For the fourth quarter 2003, the "Same Store" portfolio included
580 communities with a total of 163,415 apartment units in which
Aimco has a weighted average ownership of 84.2%.  Fourth quarter
2003 revenue from the "Same Store" portfolio was $290.3 million
compared with $295.2 million in the fourth quarter 2002. While the
"Same Store" portfolio experienced a 0.5 percentage point increase
in occupancy from 91.3% in the fourth quarter 2002 to 91.8% in the
fourth quarter 2003, revenue decreased $4.9 million, or 1.7%,
primarily due to lower average rents per unit.  Rental rates
declined by 2.2%, from $735 to $719 per apartment.  California and
the Northeast enjoyed increased revenue by 2.6% and 1.2%,
respectively, but these increases were more than offset by revenue
declines in other regions.  Texas and the West each had a 5.3%
decline in revenue while the Midwest experienced a 4.6% decline.  
"Same Store" expenses of $120.3 million increased by $10.0
million, or 9.0%, compared with the fourth quarter 2002.  
Increased expenses were primarily due to: (i) $4.7 million in
expenses related to increasing occupancy, including marketing and
turnover; (ii) $3.5 million in higher repairs and maintenance, in
support of efforts to improve the physical condition of
properties; and (iii) $1.5 million in higher utility expenses due
to higher rates for natural gas and water.  "Same Store" portfolio
net operating income was $170.0 million for the fourth quarter
2003, down 8.1% from the fourth quarter 2002.

Comparing "Same Store" results on a sequential basis, Aimco's
"Same Store" portfolio realized a $4.5 million decrease in Net
Rental Income in the fourth quarter 2003 compared with the third
quarter 2003, driven by a 1.2 percentage point decline in average
occupancy from 93.0% to 91.8% and a $2 decline in average rent per
unit.  Total revenue declined $6.0 million.  Expenses decreased
$5.0 million due primarily to lower turnover and landscaping costs
totaling $2.2 million and lower insurance expense.  Net Operating
Income decreased $1.0 million, or 0.6%, on a sequential basis.
During the fourth quarter 2003, the "Same Store" portfolio was
reduced by nine properties, or 1,163 units, due to property sales.

Comparing full year "Same Store" results, 2003 revenue of $1,038.9
million was down $36.9 million, or 3.4%, compared with 2002.  
"Same Store" expenses of $441.2 million were up $39.6 million, or
9.9%, and "Same Store" Net Operating Income of $597.8 million was
down $76.5 million, or 11.3%.  For the fourth quarter 2003, "Same
Store" resident turnover was 11%, down from 12% in the fourth
quarter 2002.

Aimco's "Same Store" results measure Aimco's effective ownership
in "Same Store" communities and include both Aimco's ownership
interest in unconsolidated "Same Store" properties and subtract
the minority partners' share of consolidated properties.  In
keeping with this definition, the "Same Store" portfolio accounted
for 95.8% of Conventional Real Estate Free Cash Flow.  

                     Gain on Dispositions

Aimco's active property disposition program in 2003 resulted in
total (including gains recognized from sales of unconsolidated
properties and from discontinued operations) Gains on Dispositions
of Real Estate, net of impairments and related taxes, of $23.8
million for the fourth quarter and $79.8 million for the full year
2003, compared with losses of $28.8 million and $39.4 million for
the fourth quarter and full year 2002, respectively. Gains on
Dispositions of Real Estate are determined using the carrying
amount of the properties sold, which included cumulative
disposition capital expenditures of $1.3 million for properties
sold in the fourth quarter and $4.3 million for properties sold
during the year.

                            Outlook

Aimco provides projected results for first quarter 2004 and full
year 2004 on Supplemental Schedule XIV in the full text earnings
release.

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


ARMOR HOLDINGS: Fourth-Quarter 2003 Net Loss Narrows to $5 Million
------------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH), a leading manufacturer and
distributor of security products and vehicle armor systems,
announced better than anticipated financial results for the fourth
quarter and fiscal year ended December 31, 2003.

                     Fourth Quarter Results

For the fourth quarter ended December 31, 2003, the Company
reported revenue from continuing operations of $112.2 million, an
increase of 34.6% versus the prior year's $83.4 million.  
Divisional revenues for the fourth quarter were as follows:  the
Products division reported revenue of $55.0 million, an increase
of 12.4% versus the prior year's level of $48.9 million; the
Mobile Security division reported revenue of $48.7 million, an
increase of 41.3% versus the prior year's level of $34.5 million;
the Company's Simula division, which was acquired on December 9,
2003, contributed $8.5 million to fourth quarter revenues.  The
Company noted that with the exception of approximately $9 million
of revenue associated with the acquisitions of Simula and Hatch,
the quarter's revenue growth was generated organically.

Net loss for the fourth quarter was $4.9 million or $0.17 per
share versus the year-ago level of $13.0 million or $0.44 per
share.  Net loss from discontinued operations for the fourth
quarter was $7.1 million, or $0.24 per share, compared to $21.0
million or $0.71 per share in the prior year's fourth quarter.  
Included in the fourth quarter net loss from discontinued
operations was a loss on sale of ArmorGroup Services, net of tax
benefits.  This loss on sale primarily resulted from realized
foreign currency translation adjustments on the net assets
denominated in foreign currencies of the Company's services
division sold during the quarter.  Also during the quarter, the
Company incurred approximately $8.0 million, or $0.26 per share
on an after-tax basis, of integration and other non-recurring
charges primarily related to the vesting of stock grants based on
achievement of the target price for the Company's common stock
contained in the grant terms.

Earnings per share from continuing operations for the fourth
quarter, prior to the effect of the non-recurring charges, were
$0.34, an increase of 36.0% versus the year-ago quarter's result
(on the same basis) of $0.25.  This was better than the Company's
most recent guidance, which was on this basis, and the current
analysts consensus estimate of $0.29.  The fourth quarter earnings
included approximately $0.03 per share benefit for state income
taxes due to certain state tax planning strategies.

Cash flow from operations for the fourth quarter, on a continuing
operations basis, was $14.8 million versus $16.8 million in the
year-ago quarter.  Free cash flow which is defined as cash flow
from operations less capital expenditures, was $11.6 million
versus $15.4 million in the same period last year.

Robert R. Schiller, President and Chief Operating Officer,
commented, "We completed the fourth quarter with record revenues
and gross profit.  Further, our backlog is at record levels and we
have good visibility on our business for the year ahead.  Both our
Mobile Security and Products businesses were strong and the
integration of Simula, which was acquired toward the end of the
quarter, is progressing smoothly.  In addition to a strong
aerospace and defense orientation, Simula brings a robust
infrastructure for and a heightened focus on research and
development to the Company which we believe will lead to
incremental opportunities for growth."

The Company's gross profit margin for continuing operations in the
fourth quarter increased to 31.2% of sales versus the level a year
ago of 30.1% of sales.  This increase was due to expansion in both
the Mobile Security and Products divisions and was partially
offset by the inclusion of revenues from Simula.

The Company's operating expenses as a percentage of revenue for
continuing operations excluding integration and other non-
recurring charges, increased slightly to 15.6% of revenue versus
15.3% of revenue in the year-ago quarter. This increase was
primarily the result of increased bonus expense, legal and
accounting fees, insurance costs and internal audit expenses.

                      Full Year Results

For the full year ended December 31, 2003, the Company reported
revenue from continuing operations of $365.2 million, an increase
of 19.7% versus the 2002 level of $305.1 million.  For the full
year:  the Products division reported revenue of $199.1 million,
an increase of 10.6% versus the 2002 level of $179.9 million; the
Mobile Security division reported revenue of $157.5 million, an
increase of 25.9% versus the 2002 level of $125.2 million; and, as
previously mentioned, Simula contributed $8.5 million.

Fiscal 2003 net income was $10.9 million, or $0.38 per share,
versus the 2002 loss of $17.7 million or $0.57 per share.  Net
loss from discontinued operations for the full year was $6.1
million, or $0.21 per share primarily related to fourth quarter
realized foreign currency translation adjustments, compared to a
net loss of $39.0 million or $1.26 per share in the prior year.  
During the year, the Company incurred approximately $12.6 million,
or $0.36 per share on an after-tax basis, of integration and other
non-recurring charges.

Earnings per share from continuing operations for the full year,
prior to the effect of non-recurring charges were $0.95, an
increase of 9.2% versus the 2002 level (on the same basis) of
$0.87.

On a continuing operations basis, the Company generated record
cash flow from operations for the full year of $47.7 million
versus $16.3 million, on the same basis, in 2002.  Free cash flow
was $38.9 million for the full year versus $10.4 million in the
same period last year.

Robert R. Schiller, President and Chief Operating Officer,
commented, "We are pleased with the outcome of what we believe
will prove to be a watershed year in the development of our
Company.  Not only did we exceed the financial goals which we set
for ourselves, but three key events reshaped our operations for
the future.  The development of the conflict in Iraq, the
disposition of our services business, and our December acquisition
of Simula, Inc. have all served to focus and energize our
management team around considerable opportunities for growth in
the aerospace and defense market.  We believe these opportunities,
combined with our stable, growing businesses in the law-
enforcement product market and the commercial armored vehicle
market, position our company well for the future."

                          Balance Sheet

The Company noted that its year-end balance sheet reflects the
assets and liabilities associated with the acquisitions of Simula,
Inc. and Hatch.  As of December 31, 2003, Armor Holdings reported
a cash level of $111.9 million versus the level a year-ago of
$16.6 million.   Total debt (current and long-term) at year-end
2003 of $189.9 million includes the Company's $150.0 million
subordinated debenture issued on August 12, 2003, and $31.1
million of bonds assumed in the Simula acquisition, which were
retired on January 5, 2004, compared to total debt (current and
long-term) at year-end 2002 of $7.2 million.

                            Guidance

The Company reiterated comfort with the guidance it issued on
January 27 for fiscal 2004 revenues of $620 to $640 million and
fully diluted earnings per share of $1.50 to $1.60.  The company
noted that it now issues guidance including the effect of expected
integration and other non-recurring charges which, in fiscal 2004,
are estimated to be approximately $0.09 - $0.10 per share.

Armor Holdings (S&P, BB Corporate Credit Rating, Stable), included
in FORBES magazine's list of "200 Best Small Companies" in 2002,
and a member of the S&P Smallcap 600 Index, is a leading
manufacturer of security products for law enforcement personnel
around the world through its Armor Holdings Products division and
is one of the world's largest and most experienced passenger
vehicle armoring manufacturers through its Mobile Security
division.  Armor Holdings Products manufactures and sells a broad
range of high quality branded law enforcement equipment.  Such
products include ballistic resistant vests and tactical armor,
less-lethal munitions, safety holsters, batons, anti-riot products
and a variety of crime scene related equipment, including narcotic
identification kits. Armor Holdings Mobile Security, through its
commercial business, armors a variety of vehicles, including
limousines, sedans, sport utility vehicles, and money transport
vehicles, to protect against varying degrees of ballistic and
blast threats.  Through its military program, it is the prime
contractor to the U.S. Military for the supply of armoring and
blast protection for High Mobility Multi-purpose Wheeled Vehicles,
commonly known as HMMWVs.


AVAYA INC: Sells 14 Million Common Shares to Morgan Stanley
-----------------------------------------------------------    
Avaya Inc. (NYSE: AV), a leading global provider of communications
networks and services for businesses, sold 14,039,481 shares of
newly issued common stock to Morgan Stanley, which reoffered the
shares to the public at $17.85 per share.  The size of the
transaction was approximately $251 million. Morgan Stanley acted
as sole book-running manager in connection with the transaction.

Avaya said it will use the net proceeds to redeem 35 percent face
value of $640 million outstanding 11 1/8 percent senior secured
notes at a redemption price per note of 111.125 percent, plus
accrued and unpaid interest to the redemption date.

The company originally issued $440 million in senior secured notes
on March 22, 2002.  The company issued an additional $200 million
of the same series of notes (CUSIP: 053499AB5) on May 5, 2003. The
notes mature in April 2009.

Avaya Inc. (S&P, B+ Corporate Credit Rating) designs, builds and
manages communications networks for more than 1 million businesses
worldwide, including 90 percent of the FORTUNE 500(R). Focused on
businesses large to small, Avaya is a world leader in secure and
reliable Internet Protocol (IP) telephony systems and
communications software applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results.  For more
information visit the Avaya website: http://www.avaya.com/.


AVOTUS: Completes Acquisition of Formity & Receives New Financing
-----------------------------------------------------------------
Avotus(TM) Corporation (TSX Venture: AVS) completed the
acquisition of Formity Systems, Inc. while Jefferson Partners
exercised the remainder of its option to invest $4.4 million
(US$3.3 million). The acquisition and investment significantly
extend Avotus' leading position in communications management. The
integration of Formity's expense management capabilities with
Avotus' Intelligent Communications Management(TM) provides an
industry-leading set of capabilities which enable organizations to
control and manage their entire communications environment.

Formity was acquired for $3.3 million (US$2.5 million) of cash, a
$660,000 (US$500,000) non-interest bearing note payable on
September 30, 2005 and 13,444,145 Avotus convertible preferred
shares, representing approximately 12% of Avotus on a fully
diluted basis. The convertible preferred shares are non-voting,
rank pari passu with the common shares vis-a-vis dividends and
are convertible into common shares on a one-to-one basis.

Jefferson invested the $4.4 million (US$3.3 million) into
17,573,573 convertible preferred shares in two tranches. One
tranche of $2,341,926 (US$1.8 million) was invested in
convertible preferred shares at $0.185 (Canadian) per share for
12,659,060 shares and the second tranche of $2,044,437 (US$1.5
million) was invested in convertible preferred shares at $0.416
(Canadian) per share for 4,386,364 shares. The proceeds of the
financing were used for the Formity acquisition and will also be
used for general working capital purposes. In addition, Jefferson
and RoyNat Capital Inc., the holders of the $8,113,161 (US$6.1
million) Series A and Series B convertible debentures, converted
their holding into 50,707,256 convertible preferred shares.
Jefferson and RoyNat now own on a fully diluted basis
approximately 54% and 11% of Avotus, respectively.

Commented Fred Lizza, Avotus president and CEO, "These
transactions serve both to demonstrate the confidence that our
investors have in our vision and at the same time enhance our
product and services offerings. The addition of Formity's talent,
products, and services further differentiates Avotus as the
leading single-source provider of comprehensive communications
management solutions."

Avotus provides solutions that dramatically reduce the cost and
complexity of enterprise communications. Intelligent
Communications Management is Avotus' unique model for a single,
actionable environment that enables any company to bring together
decision-critical information about communications expenses,
infrastructure, and systems usage. Avotus is empowering Fortune
500 companies as well as more than 3,000 organizations worldwide
to gain insight into and control over their communications
environment. Whether deployed as an onsite or hosted application,
or as a completely outsourced value-added solution, Avotus
improves productivity and efficiency while enabling dramatic
savings.

The company has been consistently recognized for product and
service excellence and thought leadership for more than two
decades in a wide range of communications-intensive markets.
Avotus' solutions are strongly supported and endorsed by
industry-leading partners such as Avaya, Cisco, and Nortel.
For more information, visit http://www.avotus.com/

The company's September 30, 2003, balance sheet reports a working
capital deficit of about $13.7 million while net capital deficit
tops $15 million.


BDL LLC: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: BDL, LLC
        1722 West Thomas Street Suite 1
        Hammond, Louisiana 70401

Bankruptcy Case No.: 04-10515

Chapter 11 Petition Date: January 27, 2004

Court: Eastern District of Louisiana (New Orleans)

Judge: Thomas M. Brahney III

Debtor's Counsel: Ashton DeVan Pardue, Esq.
                  Pardue Law Firm
                  23950 Coats Road
                  Springfield, La 70462
                  Tel: 225-294-2120
                  Fax: 225-294-4002

Total Assets: $2,350,000

Total Debts:  $2,316,193

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Patterson Gen. Agency         Loan                      $470,000
Office of Receiver
P.O. Box 91064
Baton Rouge, La 70821

East Baton Rouge Parish       Prop. Taxes                $25,404

Dept. of Ins.                 Trade Debt                 $14,790


BUDGET GROUP: Court Approves Proposed Solicitation Procedures
-------------------------------------------------------------
Judge Case rules that the Budget Group Debtors' Confirmation
Hearing Notice, the Solicitation Packages, the Notice to Non-
voting Parties, and the manner of service of these documents
satisfy the requirements of Rule 3017(d) of the Federal Rules of
Bankruptcy Procedure.  The Debtors will publish the Confirmation
Hearing Notice in the national and global editions of The Wall
Street Journal and in the national editions of The New York Times
and USA Today no later than February 19, 2004.

Innisfree M&A Incorporated will serve as the tabulator of the
Master Ballots, and will certify to the Court the results of the
balloting.  Trumbull Services, L.L.C. will serve as the tabulator
of all the ballots other than the Master Ballots, and will
certify to the Court the results of the balloting.

Ballots accepting or rejecting the Plan must be received by 4:00
p.m. prevailing Eastern Time, on March 26, 2004, at:

   (1) for ballots other than Master Ballots sent via regular
       mail:

         The Trumbull Group
         Attn: BRAC Group Inc., Tabulation
         P.O. Box 721
         Windsor, Connecticut, 06095-0721

   (2) for ballots other than Master Ballots sent via
       overnight and hand delivery:

         The Trumbull Group
         Attn: BRAC Group, Inc., Tabulation
         4 Griffin Road North
         Windsor, Connecticut 06095

   (3) for all Master Ballots:

         Innisfree M&A Incorporated
         501 Madison Avenue
         20th Floor
         New York, New York 10022
         Attn: BRAC Group, Inc., Tabulation

Creditors seeking to have a claim temporarily allowed for
purposes of voting to accept or to reject the Plan pursuant to
Bankruptcy Rule 3018(a) are required to file a motion for such
relief no later than March 16, 2004, and schedule a hearing on the
motion prior to the confirmation portion of the Confirmation
Hearing.

These voting procedures and standard assumptions will be used in
tabulating the ballots:

   (1) Creditors must vote all of their claims within a
       particular class either to accept or reject the Plan and
       may not split their vote.  Accordingly, a ballot that
       partially rejects and partially accepts the Plan will not
       be counted;

   (2) Ballots that fail to indicate an acceptance or rejection
       of the Plan or that indicate both acceptance and rejection
       of the Plan, but which are otherwise properly executed and
       received prior to the Voting Deadline, will not be
       counted;

   (3) Only ballots that are timely received with original
       signatures will be counted.  Unsigned ballots will not be
       counted.  Facsimiles ballots will not be counted unless
       the claimant receives the written consent of the Debtors;

   (4) Whenever a creditor casts more than one ballot voting the
       same claim prior to the Voting Deadline, the last ballot
       received prior to the Voting Deadline will be deemed to
       reflect the voter's intent and supercede any prior
       ballots;

   (5) Any ballots received after the Voting Deadline will not be
       counted in determining whether the Plan was accepted or
       rejected unless written consent is obtained from the
       Debtors after consultation with the Committee and U.K.
       Officeholder, as applicable; and

   (6) Votes of creditors who receive ballots for Undetermined
       Claims will only count once, with tabulation of the
       ballots to be done upon classification of the claim as
       either a Class 3A Claim or Class 4A Claim.

Judge Case rules that these types of ballots will not be counted
in determining whether the Plan was accepted or rejected:

   (1) any ballot received after the Voting Deadline, unless the
       Debtors were granted an extension of the Voting Deadline
       with respect to the ballot;

   (2) any ballot that is illegible or contains insufficient
       information to permit the identification of the creditor;

   (3) any ballot cast by a person or entity that does not hold a
       claim in a class that is entitled to vote to accept or
       reject the Plan;

   (4) any ballot cast for a claim identified as unliquidated,
       contingent or disputed for which no proof of claim was
       timely filed;

   (5) any facsimile ballot unless the claimant receives the
       written consent of the Debtors; and

   (6) any unsigned ballot.

With respect to a transferred claim, the transferee will be
entitled to receive a Solicitation Package and cast a ballot on
account of the claim only if:

   (1) all actions necessary to effect the transfer of the claim
       pursuant to Bankruptcy Rule 3001(e) were completed by the
       Record Date; or

   (2) the transferee files by the Record Date:

       (a) the documentation required by Bankruptcy Rule 3001(e)
           to evidence the transfer; and

       (b) a sworn statement of the transferor supporting the
           validity of the transfer.  

       Each transfer will be treated as a single creditor for
       purposes of the numerosity requirements in Section 1126(c)
       of the Bankruptcy Code.

The Court will convene a hearing on April 7, 2004, at 9:30 a.m.
to consider the confirmation of the Plan.  The Confirmation
Hearing may be adjourned from time to time without further notice
to creditors and other parties-in-interest other than by an
announcement of the adjourned date at the Confirmation Hearing.

Objections to the confirmation of the Plan must be filed no later
than 4:00 p.m. prevailing Eastern Time, on March 19, 2004.

Any party supporting the Plan will be afforded an opportunity to
file a response to any objection to confirmation of the Plan on
or before April 2, 2004.

Voting tabulations will be filed with the Court on or before
April 2, 2004.

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


CAREMARK RX: S&P Maintains B-Level Ratings on Watch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Nashville, Tennessee-based pharmacy benefit manager Caremark Rx.
Inc. remained on CreditWatch with positive implications. These
include the company's 'BBB-' long-term corporate credit and senior
secured debt ratings as well as the 'BB+' rating on its $450
million in 7.375% senior secured notes. The ratings were
originally placed on CreditWatch on Sept. 3, 2003, following the
company's announcement that it intended to acquire its rival,
AdvancePCS, in a $6 billion transaction funded mostly by stock.

AdvancePCS' ratings also remain on CreditWatch with positive
implications, including its 'BB+' corporate credit and senior
secured debt ratings as well as its 'BB' senior unsecured debt
ratings.

"When the companies complete the transaction, as is expected in
the first half of 2004, Standard & Poor's will raise the corporate
credit and senior secured debt ratings of Caremark to 'BBB' and
the senior secured note ratings to 'BBB-'," said credit analyst
Arthur Wong. "The outlook will be stable. The senior unsecured
debt rating on AdvancePCS will be raised to 'BBB' and the
company's corporate credit and senior secured debt ratings will be
withdrawn."

Caremark's purchase of Irving, Texas-based AdvancePCS would create
the second-largest PBM in the industry, based on market share, and
the largest in terms of number of prescriptions processed. The
increased size will enable Caremark to wield greater leverage to
negotiate drug cost savings from the pharmaceutical industry, thus
enhancing its ability to compete for new clients. AdvancePCS'
strong position in the managed-care market will also complement
Caremark's traditional strengths handling corporate clients, its
mail-order prescription, and its specialty pharmaceutical
distribution.

The acquisition will also allow Caremark to provide a much larger
client base with its industry-leading customer service, mail-order
penetration, and specialty pharmaceutical distribution
capabilities. Mail-order prescription and specialty pharmaceutical
both yield higher margins than retail prescriptions. Caremark,
which has the highest mail-order penetration and largest specialty
pharmaceutical franchise in the industry, generates the highest
margins among major PBMs. Meanwhile, AdvancePCS lags the industry
in mail-order prescription penetration and has a relatively
limited specialty pharmaceutical distribution capability. Caremark
hopes to achieve $125 million in synergies from the acquisition
within the first 12 months of closing.


CEPHALON INC: Year-End 2003 Financial Results Exceed Expectations
-----------------------------------------------------------------
Cephalon, Inc. (Nasdaq: CEPH) reported 2003 revenue of $714.8
million and diluted earnings per share of $1.44, which includes a
$9.8 million pre-tax charge related to the early retirement of
debt that was recorded in the third quarter.  Excluding this
charge, adjusted diluted earnings per share for 2003 were $1.54,
exceeding the company's guidance of $1.52 per share.  These
results compare with revenue of $506.9 million and adjusted
diluted earnings per share of $1.26 in 2002.

Sales in 2003 totaled $685.3 million, compared to $465.9 million
in 2002. Sales of PROVIGIL(R) (modafinil) Tablets [C-IV] increased
40 percent over 2002 to $290.5 million.  Sales of ACTIQ(R) (oral
transmucosal fentanyl citrate)  [C-II] increased 87 percent to
$237.5 million, and sales of GABITRIL(R) (tiagabine hydrochloride)
increased 31 percent to $63.7 million.  In addition, Cephalon
reported other product sales of $93.6 million in 2003.

Robust prescribing activity for the company's three key products
continued in 2003.  Total prescriptions for ACTIQ, GABITRIL, and
PROVIGIL in the United States increased 42 percent over 2002 and
exceeded 2.4 million prescriptions.

For the fourth quarter of 2003, the company reported total revenue
of $211.2 million, sales of $202.5 million, and diluted earnings
per share of $0.52.

"2003 was another outstanding year for Cephalon.  We delivered
another year of record sales and earnings and we achieved critical
manufacturing, clinical, and regulatory milestones necessary for
future growth," said Frank Baldino Jr., Ph.D., Chairman and CEO of
Cephalon.  "These accomplishments position us for a
transformational year in 2004."

PROVIGIL is the first prescription medicine ever approved by the
FDA for treatment of excessive sleepiness associated with
obstructive sleep apnea/hypopnea syndrome and shift work sleep
disorder. These disorders afflict millions of Americans.  
Cephalon's newly expanded sales force now will expand its reach to
call on thousands of primary care physicians for the first time
in an effort to educate physicians about appropriate diagnosis and
treatment of these patients.

Cephalon anticipates conducting an unprecedented number of
significant clinical studies in 2004 to augment its successful
franchises with new products and expanded labels.  Specifically,
the company expects to conduct the following studies:

    -- R-modafinil, for treatment of excessive sleepiness;
    -- Modafinil for treatment of attention deficit hyperactivity
       disorder (ADHD);
    -- A sugar-free formulation of ACTIQ for management of
       breakthrough cancer pain;
    -- GABITRIL for treatment of anxiety and insomnia;
    -- CEP-1347 for treatment of Parkinson's Disease; and
    -- OraVescent(R) fentanyl for pain management (pending closure
       of the CIMA LABS INC. transaction).

Cephalon is reiterating 2004 sales guidance of $900-$950 million;
this includes PROVIGIL sales of $375-$425 million, ACTIQ sales of
$325-$375 million, GABITRIL sales of $80-$90 million, other
products sales of $80-$90 million, and 2004 diluted earnings per
share guidance of approximately $2.00, a 30 percent increase over
adjusted diluted earnings per share in 2003.

The company is introducing first quarter sales guidance of $210-
$215 million and diluted earnings per share guidance of $0.28, a
33 percent increase over the diluted earnings per share in the
first quarter of 2003. Consistent with prior years, the company
expects continued sales growth to yield greater earnings per share
as 2004 progresses.  2004 guidance excludes the impact of closing
the CIMA LABS INC. transaction.

Founded in 1987, Cephalon, Inc. (S&P, B+ Corporate Credit Rating,
Positive) is an international biopharmaceutical company dedicated
to the discovery, development and marketing of innovative products
to treat sleep and neurological disorders, cancer and pain.

Cephalon currently employs approximately 1,600 people in the
United States and Europe.  U.S. sites include the company's
headquarters in West Chester, Pennsylvania, and offices and
manufacturing facilities in Salt Lake City, Utah.  Cephalon's
major European offices are located in Guildford, England,
Martinsried, Germany, and Maisons-Alfort, France.

The company currently markets three proprietary products in the
United States:  PROVIGIL, GABITRIL(R) (tiagabine hydrochloride)
and ACTIQ(R) (oral transmucosal fentanyl citrate) [C-II] and more
than 20 products internationally.  Full prescribing information on
its U.S. products is available at http://www.cephalon.com/

Cephalon is a leader in optimizing a data-driven approach to
developing new drugs and in expanding the therapeutic potential of
existing products. Cephalon's research pipeline is focused on the
identification of novel molecules that affect cell survival and
death.


COX COMMUNICATIONS: Fourth-Quarter 2003 Results Sink into Red Ink
-----------------------------------------------------------------
Cox Communications, Inc. (NYSE:COX) reported financial results for
the fourth quarter and the year ended December 31, 2003.

"Customer demand for the tremendous value of our bundled video,
voice and high-speed data services drove strong growth for Cox
Communications in the fourth quarter of 2003, and contributed to a
record year of financial and operating performance," said Jim
Robbins, CEO and President of Cox Communications.

"With laser-like focus on our operations, including a number of
productivity initiatives, we generated significant improvement in
operating income margin and improved operating cash flow margin by
150 basis points in 2003. Our bundling advantages and deployment
of On Demand, High Definition Television and Digital Video
Recorder services further bolstered our video service against DBS
competition and will help us drive continued growth in digital
penetration in 2004."

"We grew our Cox Digital Telephone customer base by 38 percent in
2003, with a record number of new phone subscribers added in the
fourth quarter. Cox's telephone service is now available to 48
percent of our homes passed, and we will use VoIP technology and
our IP backbone to further expand our footprint during 2004. We
also enjoyed a banner year for Cox High-Speed Internet, increasing
our customer base by 41 percent in 2003. Additionally, basic cable
subscribers grew by nearly one percent in 2003, due in large
measure to the tremendous value proposition of our bundle."

"We expect this significant momentum will propel sustained
positive free cash flow in 2004 as we continue to deploy our
successful three-product bundle in additional markets."

            FOURTH QUARTER AND FULL-YEAR HIGHLIGHTS

For the fourth quarter and full-year of 2003, Cox:

-- Ended the quarter with over 6.3 million basic video customers,
   up 0.9% for the full year 2003.

-- Ended the quarter with 11.5 million total RGUs, up 12% for the
   full year 2003, driven by 31% growth in advanced-service RGUs.

-- Added 82,967 Cox Digital Cable customers, ending the year with
   over 2.1 million digital cable customers, representing year-
   over-year customer growth of 20%. Cox Digital Cable is now
   available to 98% of the homes in Cox's service areas with 34%
   penetration of our basic video customer base.

-- Added 144,402 high-speed Internet customers, ending 2003 with
   just under 2.0 million high-speed Internet customers,
   representing year-over-year customer growth of 41%.

-- Added 76,691 Cox Digital Telephone customers, ending 2003 with
   just under 1.0 million telephone customers, representing year-
   over-year customer growth of 38%.

-- Generated 12% revenue growth during the quarter and year-to-
   date revenue growth of 14%.

-- Generated 15% operating income growth and 14% operating cash
   flow growth (operating income before depreciation and
   amortization and gains or losses on the sale of cable systems)
   during the quarter and 41% operating income growth and 19%
   operating cash flow growth during the year.

-- Generated $498.9 million in cash flows from operating
   activities.

                         2004 OUTLOOK

For 2004, Cox expects revenue to increase by 11.5% to 12.5% over
2003, operating cash flow to increase by 14% to 15% over 2003, and
capital expenditures to be approximately $1.35 billion to $1.4
billion. Basic video customer growth over 2003 is expected to be
just under 1% and advanced-service RGU net additions are expected
to be between 1.0 and 1.1 million. In addition, Cox expects to be
free cash flow positive for the full year 2004. Operating cash
flow and free cash flow are not financial measures calculated in
accordance with accounting principles generally accepted in the
United States (GAAP). For more information regarding these non-
GAAP financial measures, please refer to the discussion under the
heading Use of Operating Cash Flow and Free Cash Flow.

                      OPERATING RESULTS

Three months ended December 31, 2003 compared with three months
ended December 31, 2002

Total revenues for the fourth quarter of 2003 were $1.5 billion,
an increase of 12% over the fourth quarter of 2002. This was
primarily due to growth in advanced-service subscriptions
(including digital cable, high-speed Internet access and
telephony) and higher basic cable rates. An increase in Cox
Business Services customers, with customer locations now
surpassing 100,000, also contributed to overall revenue growth.

Cost of services, which includes programming costs, other direct
costs and field service costs, was $604.4 million for the fourth
quarter of 2003, an increase of 9% over the same period in 2002.
Programming costs increased 9% to $288.3 million, reflecting rate
increases and customer growth. During the quarter, we successfully
renegotiated certain programming agreements that resulted in
lower-than-expected programming costs. Other direct costs and
field service costs in the aggregate increased 9% to $316.1
million, reflecting over 1.2 million in net additions of basic
video customers and advanced-service RGUs over the last twelve
months, as well as increased labor costs due to the transition
from upgrade construction and new product launches to maintenance
and related customer costs directly associated with the growth of
new customers.

Selling, general and administrative expenses were $342.2 million
for the fourth quarter of 2003, an increase of 16% over the
comparable period in 2002. This was due to a 17% increase in
general and administrative expenses and a 13% increase in
marketing expense. The increase in general and administrative
expenses was due to costs related to trials of new video and
telephony products, an increase in labor costs and public
relations expenses related to our campaign aimed at the rising
costs of programming. Marketing expense increased due to local
marketing campaigns centered on the holiday season, increased
marketing related to new video products, and an industry-wide
campaign aimed at satellite competition. This increase was
partially offset by a 13% decrease in costs associated with Cox
Media, Cox's advertising sales business.

Operating income increased 15% to $162.0 million for the fourth
quarter of 2003, and operating cash flow increased 14% to $561.8
million. Operating income margin (operating income as a percentage
of revenues) for the fourth quarter of 2003 was 11%, compared to
10% for the fourth quarter of 2002. Operating cash flow margin
(operating cash flow as a percentage of revenues) was 37% for both
the fourth quarter of 2003 and the fourth quarter of 2002.

Depreciation and amortization increased to $399.8 million from
$351.3 million in the fourth quarter of 2002. This was due to an
increase in depreciation from Cox's continuing investment in its
broadband network in order to deliver additional services.

During the second and third quarters of 2003, Cox purchased the
majority of its outstanding exchangeable subordinated debentures
pursuant to cash tender offers and terminated a series of prepaid
forward contracts accounted for as zero-coupon debt. While these
securities were outstanding, changes in the market value of the
Sprint PCS common stock associated with these securities
significantly impacted the gain (loss) on derivative instruments.
As a result of the purchases and termination of these securities,
the pre-tax loss on derivative instruments for the fourth quarter
of 2003 was insignificant.

For the fourth quarter of 2002, Cox recorded a $255.2 million pre-
tax gain on derivative instruments due to the following:

-- $290.1 million pre-tax gain resulting from the change in the
   fair value of certain derivative instruments embedded in Cox's
   exchangeable subordinated debentures (the PRIZES, Premium
   PHONES and Discount Debentures) and indexed to shares of Sprint
   PCS common stock;

-- $37.9 million pre-tax loss resulting from the change in the
   fair value of certain derivative instruments embedded in Cox's
   zero-coupon debt and indexed to shares of Sprint PCS common
   stock; and

-- $3.0 million pre-tax gain resulting from the change in the fair
   value of Cox's net settleable warrants.

Net loss on investments of $0.9 million for the fourth quarter of
2003 was primarily due to a pre-tax decline considered to be other
than temporary in the fair value of certain investments.

Net gain on investments of $37.2 million for the fourth quarter of
2002 was primarily due to a $47.2 million pre-tax gain as a result
of the change in market value of Cox's investment in Sprint PCS
common stock classified as trading.

Net loss for the current quarter was $11.3 million compared to net
income of $179.6 million for the fourth quarter of 2002.

          Twelve months ended December 31, 2003 compared
            with twelve months ended December 31, 2002

Total revenues for the twelve months ended December 31, 2003 were
$5.8 billion, an increase of 14% over the twelve months ended
December 31, 2002. This was primarily due to growth in advanced-
service subscriptions (including digital cable, high-speed
Internet access and telephony), higher basic cable rates and a $5
price increase on monthly high-speed Internet access adopted in
select markets in the fourth quarter of 2002 and in most of Cox's
remaining markets in the first quarter of 2003. Also contributing
to overall revenue growth was an increase in commercial broadband
customers, with customer locations now surpassing 100,000.

Cost of services was $2.4 billion for the twelve months ended
December 31, 2003, an increase of 13% over the same period in
2002. Programming costs increased 12% to $1.2 billion, reflecting
rate increases and customer growth. Other cost of services
increased 15% to $1.2 billion, reflecting over 1.2 million in net
additions of basic video customers and advanced-service RGUs over
the last twelve months, as well as increased labor costs due to
the transition from upgrade construction and new product launches
to maintenance and related customer costs directly associated with
the growth of new customers.

Selling, general and administrative expenses were $1.3 billion for
the twelve months ended December 31, 2003, an increase of 9% over
the comparable period in 2002. This was due to a 10% increase in
general and administrative expenses primarily related to increased
labor costs, expenses related to trials of new video and telephony
products, and public relations expenses related to our campaign
aimed at the rising costs of programming, as well as a 5% increase
in marketing expense primarily related to an increase in
promotional spending for new services and bundling alternatives,
partially offset by an 8% decrease in costs associated with Cox
Media, Cox's advertising sales business.

Operating income increased 41% to $586.9 million for the twelve
months ended December 31, 2003, and operating cash flow increased
19% to $2.1 billion. Operating income margin (operating income as
a percentage of revenues) for the twelve months ended December 31,
2003 was 10%, compared to 8% for the same period in 2002.
Operating cash flow margin (operating cash flow as a percentage of
revenues) for the twelve months ended December 31, 2003 was 37%,
compared to 35% for the same period in 2002.

Depreciation and amortization increased to $1.5 billion from $1.4
billion in the twelve months ended December 31, 2002. This was due
to an increase in depreciation from Cox's continuing investment in
its broadband network in order to deliver additional services, and
an increase in amortization resulting from a non-cash impairment
charge of $25.0 million recognized in the first quarter of 2003,
upon completion of an impairment test of franchise value in
accordance with Statement of Financial Accounting Standards (SFAS)
No. 142.

For the twelve months ended December 31, 2003, Cox recorded a
$22.6 million pre-tax loss on derivative instruments primarily due
to a $4.4 million pre-tax loss resulting from the change in the
fair value of Cox's net settleable warrants and an $18.7 million
pre-tax loss resulting from the change in the fair value of
certain derivative instruments embedded in Cox's zero-coupon debt,
which debt was indexed to shares of Sprint PCS common stock that
Cox owned prior to the net settlement of the zero-coupon debt in
August 2003.

The net gain on derivative instruments of $1.1 billion for the
comparable period in 2002 was due to:

-- $583.1 million pre-tax gain resulting from the change in the
   fair value of certain derivative instruments embedded in Cox's
   exchangeable subordinated debentures and indexed to shares of
   Sprint PCS common stock;

-- $359.3 million pre-tax gain resulting from the change in the
   fair value of certain derivative instruments embedded in Cox's
   zero-coupon debt and indexed to shares of Sprint PCS common
   stock; and

-- $183.2 million pre-tax gain resulting from the change in the
   fair value of certain derivative instruments associated with
   Cox's investments, including Sprint PCS, AT&T and AT&T
   Wireless.

Net gain on investments of $165.2 million for the twelve months
ended December 31, 2003 was due to:

-- $154.5 million pre-tax gain on the sale of 46.8 million shares
   of Sprint PCS common stock;

-- $21.8 million pre-tax gain as a result of the change in market
   value of Cox's investment in Sprint PCS common stock classified
   as trading; partially offset by

-- $10.5 million pre-tax decline considered to be other than
   temporary in the fair value of certain other investments.

The net loss on investments of $1.3 billion for the comparable
period in 2002 was primarily due to:

-- $170.4 million pre-tax loss related to the sale of 23.9 million
   shares of AT&T Wireless common stock;

-- $390.6 million pre-tax loss as a result of the change in market
   value of Cox's investment in Sprint PCS common stock classified
   as trading; and

-- $807.9 million pre-tax decline considered to be other than
   temporary in the fair value of certain investments, primarily
   Sprint PCS.

For the twelve months ended December 31, 2003, Cox recorded a
$450.1 million pre-tax loss on extinguishment of debt due to:

-- $412.8 million pre-tax loss resulting from the purchase of $1.8
   billion aggregate principal amount at maturity of Discount
   Debentures pursuant to Cox's offer to purchase any and all
   Discount Debentures;

-- $29.5 million pre-tax loss resulting from the termination of
   Cox's series of prepaid forward contracts to sell up to 19.5
   million shares of Sprint PCS common stock, which had been
   accounted for as zero-coupon debt;

-- $1.5 million pre-tax loss resulting from the purchase of $250.0
   million aggregate principal amount of REPS;

-- $10.2 million pre-tax loss resulting from the purchase of
   $422.7 million aggregate principal amount at maturity of Cox's
   convertible senior notes pursuant to the holders' right to
   require Cox to purchase the convertible notes; partially offset
   by

-- $3.9 million pre-tax gain resulting from the purchase of $1.3
   billion aggregate principal amount of PRIZES and $274.9 million
   aggregate principal amount of Premium PHONES pursuant to Cox's
   offer to purchase any and all PRIZES and Premium PHONES.

Net loss for the twelve months ended December 31, 2003 was $137.8
million compared to a net loss of $274.0 million for the
comparable period in 2002.

               LIQUIDITY AND CAPITAL RESOURCES

Cox has included Consolidated Statements of Cash Flows for the
twelve months ended December 31, 2003 and 2002 as a means of
providing more detail regarding the liquidity and capital
resources discussion below. In addition, Cox has included a
calculation of free cash flow in the Summary of Operating
Statistics to provide additional detail regarding a measure of
liquidity that Cox believes will be useful to investors in
evaluating Cox's financial performance.

Significant sources of cash for the twelve months ended
December 31, 2003 consisted of the following:

-- the sale of 46.8 million shares of Sprint PCS common stock for    
   net proceeds of approximately $246.4 million;

-- the net issuance of approximately $300.9 million of commercial
   paper;

-- the issuance of 4.625% senior notes, which mature in September
   2013, for net proceeds of approximately $596.2 million;

-- the issuance of 3.875% senior notes, which mature in October
   2008, for net proceeds of approximately $248.8 million;

-- the issuance of 5.5% senior notes, which mature in October
   2015, for net proceeds of approximately $496.5 million; and

-- the generation of net cash provided by operating activities of
   approximately $1.9 billion.

Significant uses of cash for the twelve months ended December 31,
2003 consisted of the following:

-- the purchase of $422.7 million aggregate principal amount at
   maturity of Cox's convertible senior notes pursuant to the
   holders' right to require Cox to purchase the convertible
   notes, for aggregate cash consideration of $304.2 million;

-- the purchase of $1.3 billion aggregate principal amount of
   PRIZES and $274.9 million aggregate principal amount of Premium
   PHONES for aggregate cash consideration of $751.9 million;

-- the purchase of $1.8 billion aggregate principal amount of
   Cox's Discount Debentures for aggregate cash consideration of
   $905.5 million;

-- the purchase of $250.0 million aggregate principal amount of
   REPS for aggregate cash consideration of $293.7 million, which
   amount included the remarketing option value paid to the
   remarketing dealer; and

-- capital expenditures of $1.6 billion. Please refer to the
   Summary of Operating Statistics for a break out of capital
   expenditures in accordance with industry guidelines.

At December 31, 2003, Cox had approximately $7.0 billion of
outstanding indebtedness. Derivative adjustments in accordance
with SFAS No. 133 have historically had a material impact on
reported indebtedness. As a result of Cox's purchase of its
exchangeable subordinated debentures, net settlement of its zero-
coupon debt and sales of Sprint PCS stock during 2003, SFAS No.
133 adjustments did not significantly impact reported indebtedness
at December 31, 2003 and are not expected to be material in the
near term.

Cox's December 31, 2003 balance sheet shows that its total current
liabilities exceed its total current assets by about $700 million.

         USE OF OPERATING CASH FLOW AND FREE CASH FLOW

Operating cash flow and free cash flow are not measures of
performance calculated in accordance with GAAP. Operating cash
flow is defined as operating income before depreciation and
amortization and gain (loss) on the sale of cable systems. Free
cash flow is defined as cash provided by operating activities less
capital expenditures.

Cox's management believes that presentation of these measures
provides useful information to investors regarding Cox's financial
condition and results of operations. Cox believes that operating
cash flow, operating cash flow margin and free cash flow are
useful to investors in evaluating its performance because they are
commonly used financial analysis tools for measuring and comparing
media companies in several areas of liquidity, operating
performance and leverage. Both operating cash flow and free cash
flow are used to gauge Cox's ability to service long-term debt and
other fixed obligations and to fund continued growth with
internally generated funds. In addition, management uses operating
cash flow to monitor compliance with certain financial covenants
in Cox's credit agreements, and it is used as a factor in
determining executive compensation.

Operating cash flow and free cash flow should not be considered as
alternatives to net income as indicators of Cox's aggregate
performance or as alternatives to net cash provided by operating
activities as measures of liquidity and may not be comparable to
similarly titled measures used by other companies.

Cox Communications (NYSE:COX), a Fortune 500 company, is a multi-
service broadband communications company with approximately 6.6
million total customers, including 6.3 million basic cable
subscribers. Cox is the nation's fourth-largest cable television
provider, and offers both traditional analog video programming
under the Cox Cable brand as well as advanced digital video
programming under the Cox Digital Cable brand. Cox provides an
array of other communications and entertainment services,
including local and long distance telephone under the Cox Digital
Telephone brand; high-speed Internet access under the brands Cox
High Speed Internet and Cox Express; and commercial voice and data
services via Cox Business Services. Local cable advertising,
promotional opportunities and production services are sold under
the Cox Media(SM) brand. Cox is an investor in programming
networks including Discovery Channel. More information about Cox
Communications can be accessed on the Internet at
http://www.cox.com/

Cox Communications' 2.000% bonds due 2029 are currently trading at
about 33 cents-on-the-dollar.


CURAGEN: S&P Junks $100MM Convertible Subordinated Notes' Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' subordinated
debt rating on drug development company CuraGen Corp.'s $100
million 4% convertible subordinated notes due in 2011. At the same
time, Standard & Poor's affirmed its 'B-' corporate credit and
'CCC' subordinated debt ratings on the company.

The outlook is stable.

Proceeds from the offering may be used to repay existing debt as
well as for working capital needs, general corporate purposes, and
acquisitions.

"The low, speculative-grade ratings on CuraGen Corp. reflect the
company's limited pipeline of drug candidates in clinical
development, the high business risk characteristics of the drug
development industry, and the company's cash requirements in the
intermediate term," said Standard & Poor's credit analyst Arthur
Wong. "These negative factors are only partially offset by the
company's significant on-hand cash and investments."

New Haven, Connecticut-based CuraGen seeks to develop protein,
antibody, and small-molecule therapeutics through the use of its
own genomic-based technologies in the areas of oncology,
inflammation, obesity, and diabetes. The firm is collaborating
with Abgenix Inc. in the development of human monoclonal
antibodies, and Bayer AG in the area of small-molecule therapies.
The company receives collaborative revenues based on milestones
achieved through its development partnerships.

CuraGen is also developing its own pharmaceutical portfolio.
However, the company has only one proprietary product in the early
stages of clinical development. CG53135 is a protein-based therapy
in Phase I trials for the treatment of cancer-induced oral
mucositis, a side effect experienced by some patients undergoing
radiation treatment or chemotherapy. The potential market for the
product is estimated to be $500 million, and there are currently
no FDA approved therapies to treat the disease. However, the
success of CG53135 is highly uncertain, and it will take at least
several years to develop.

Furthermore, CuraGen, like all companies seeking to profit from
drug discovery, is susceptible to the high business risk
characteristics of the drug development industry. Indeed, the
company's limited track record of successful new product
development, its relatively thin clinical pipeline, and the large
cash outflows required to fund its development programs present
significant challenges for the company.


ELAN: Sells European Sales & Marketing Business to Medeus Pharma
----------------------------------------------------------------
Elan Corporation, plc completed the sale of its European sales and
marketing business to Medeus Pharma Limited, a new U.K.
pharmaceutical company backed by Apax Partners Funds.

Elan has realized total consideration of approximately $120
million from this transaction, which was previously announced on
December 23, 2003. Approximately 180 employees of Elan's European
sales and marketing business will transfer their employment to
Medeus Pharma Limited. Separately, Elan expects to complete the
sale of certain rights to two products in the UK and Ireland for
approximately $10 million during the first quarter of 2004.

Elan said the announcement marked the formal conclusion of its
recovery plan, which was announced in July 2002; involved the
restructuring of its businesses, assets and balance sheet; and
resulted in divestiture proceeds of more than $2 billion, ahead of
the target of $1.5 billion.

Kelly Martin, Elan president and CEO, said, "The success of our
recovery plan returns Elan to a position where the focus is on our
people, our science and our commitment to patients. We are excited
about optimising our science and business plans, creating value
for our shareholders, and focusing on therapies that will help
millions of patients and their families."

Elan said that the announcement also marked the end of operations
for its Elan Enterprises business unit, which was created as part
of the recovery plan and had focused on the disposition of certain
businesses and other assets, including business ventures and non-
core pharmaceutical products. Elan said that neither the
completion of the recovery plan nor the dissolution of Elan
Enterprises would preclude the company from considering future,
specifically targeted divestment and acquisition opportunities.

Elan is focused on the discovery, development, manufacturing, sale
and marketing of novel therapeutic products in neurology, severe
pain and autoimmune diseases. Elan (NYSE: ELN) shares trade on the
New York, London and Dublin Stock Exchanges.

As previously reported, Standard & Poor's Ratings Services revised
its outlook on Elan Corp. PLC to positive from stable. At the same
time, Standard & Poor's affirmed its 'B-' corporate credit and
senior unsecured debt ratings on Elan, as well as its 'CCC'
subordinated debt rating.

  
ENCOMPASS: Disbursing Agent Asks Court to Expunge 25 Claims
-----------------------------------------------------------
The Encompass Services Corp. Debtors' Disbursing Agent, Todd A.
Matherne, asks the Court to expunge 25 insured Claims, including:

  Claimants                 Claim No.      Claim Amount
  ---------                 ---------      ------------
  Kelly Coleman               4730         $2,000,000
  Joanne Donat                4833            500,000
  Cleto Diaz                  4843            152,000
  Perry Boggs                 4812            150,000
  Monique Correales           4889             50,000
  RS Properties, Inc.         3206             10,000
  Stop & Shop, Inc.           1351             15,000
  W. Grosenheider & Jacobs     801             26,660
  TJX Cos., Inc.              4844          4,000,000
                              4841          2,000,000

"The Claimants don't have a right to payment from the Debtors'
estate," Marcy E. Kurtz, Esq., at Bracewell & Patterson, LLP, in
Houston, Texas, contends.  Ms. Kurtz explains that the Claims, if
determined to be valid obligations, will be fully funded by the
Debtors' insurance policies. (Encompass Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Wants Various Employee Claims Disallowed & Expunged
---------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that approximately 3,400 Claims, totaling at least
$556,401,323, were filed by current or former employees of the
Enron Corporation Debtors asserting claims arising either from
their participation in the Enron Corp. Savings Plan, the Enron
Corp. Employee Stock Ownership Plan, or the Enron Corp. Employee
Stock Ownership Plan offset to the Enron Corp. Cash Balance Plan.

Among the largest of the Employee Claims are:

   Claimant                         Claim No.     Amount
   --------                         ---------     ------
   C. E. Barney                      1578300     $4,982,254
   Dennis P. Beeks                   1790200      3,745,260
   Roger W. Boyce                     501002      2,280,563
   Lorna M. Brennan                  1634703      2,056,673
   M. Wiley Cauthen                  1794802      6,655,319
   Frank R. Diemont                  1513702      2,045,239
   Norma J. Hasenjager               1489202      2,109,258
   Carl Lynch                         646201      5,000,000
   Mary Kay Miller                   1622903      2,730,611
   George W. Posey                   1046700      2,904,385
   Carol J. Richard                   500000      3,256,933
   Sherri R. Saunders                1863601      4,435,266
   Edwin A. Smith                    1636201      2,676,157
   Robert A. Stevens                  645902      2,381,640
   George Wasaff                     2037403      5,411,627

                 Claims Based on Stock Ownership

The Debtors object to the Employee Claims because each claim is
based solely on the claimants' purported status as owner of
shares of Enron Stock.  According to Ms. Gray, the ownership of
Enron stock may constitute an equity share in Enron but does not
constitute a "claim" against the Debtors' estates as the term is
defined in Section 101(5) of the Bankruptcy Code.  Enron
shareholders are not required to file proofs of interest in these
Chapter 11 cases.  

Accordingly, the Debtors ask the Court to expunge and disallow
the Employee Claims.

To the extent that any of the individuals asserting the Employee
Claim holds a valid equity interest in Enron as of the plan
distribution record date, Ms. Gray asserts that the requested
disallowance of the claims will not impair any distribution to
which the holder of the security interest may be entitled under
any plan of reorganization confirmed in these cases.

          Claims Duplicative of Tittle Litigation Claims

To the extent any of the Employee Claims are duplicative of Claim
No. 13923 filed by Pamela Tittle, a purported representative of
all plaintiffs in consolidated litigation on behalf of
participants in Enron retirement plans, the Debtors object to
these Employee Claims.

Ms. Gray relates that, based on the Debtors' comparison of the
Employee Claims with the Tittle Claim, they determine that each
of the Employee Claims asserts the same basis asserted in the
Tittle Claim.  Thus, the Employee Claims are duplicative of the
Tittle Claim and should be disallowed and expunged to eliminate
the potential for double recovery.  Moreover, Ms. Gray contends
that eliminating the redundant Employee Claims will enable the
Debtors to maintain a claims register that more accurately
reflects the claims that have been asserted against the Debtors.

         Claims Duplicative of State Street Claims

Furthermore, the Debtors object to the Employee Claims to the
extent they assert claims that can only be asserted by State
Street Bank and Trust, as independent fiduciary of the Enron
Plans.  

The Debtors determined that the Employee Claims assert claims
based on the Enron Plans that can only be asserted by State
Street, as the independent fiduciary of the Enron Plans.  State
Street has asserted those claims through the filing of numerous
proofs of claim in the Debtors' cases.  Being duplicative claims,
the Debtors believe that the Employee Claims should be disallowed
and expunged in their entirety. (Enron Bankruptcy News, Issue No.
97; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EXIDE TECH: Court Approves Up to $375 Mill. Replacement Financing
-----------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub PC, in Wilmington, Delaware, recalls that on the
Petition Date, the Exide Debtors, their foreign non-debtor
affiliates and their prepetition secured lenders executed a
Standstill Agreement and Fifth Amendment to the Credit Agreement,
wherein the Prepetition Lenders agreed to forebear from exercising
any of their rights or remedies relating to defaults by the non-
debtor subsidiaries under the prepetition credit agreement.  The
present expiration of the Standstill Agreement is March 18, 2004.

Also, on the Petition Date, the Debtors and their DIP lenders
entered into a Second Super Priority DIP Credit Agreement.  Under
the present terms of the Existing DIP Agreement, the loan will
mature on February 15, 2004, which is 32 days before the
Standstill Agreement expires.  Therefore, if the Debtors do not
pay the amounts owed under the Existing DIP Agreement by
February 15, 2004 -- which the Debtors will not be able to do
until they emerge from Chapter 11 and receive their exit
financing -- they will default under the Existing DIP Agreement.  
Furthermore, the Standstill Agreement contains a cross-default
provision, which provides that a default under the Existing DIP
Agreement also constitutes a default under the Standstill
Agreement.  The facility provided for in the Existing DIP
Agreement is being used to supplement cash flows from operations
during the reorganization process.

In September 2003, the Debtors and Deutsche Bank AG New York
agreed on the terms of an exit financing commitment letter.  
Pursuant to the court-approved Exit Financing Commitment Letter,
Deutsche Bank committed to provide up to $550,000,000 in funds to
support the Debtors' Plan confirmation.

On October 24, 2003, Credit Suisse First Boston executed a
Joinder Letter pursuant to which it agreed to provide a portion
of the Initial Exit Financing.  Pursuant to a letter agreement
dated December 15, 2003, Deutsche Bank and Credit Suisse agreed
to increase their commitments under the Exit Financing Commitment
Letter to $575,000,000 in funds and to extend the date by which
the Debtors must consummate a plan to January 31, 2004.

Mr. O'Neill relates that the Debtors have negotiated and expect
to execute another letter agreement with Deutsche Bank and Credit
Suisse amending the Exit Financing Commitment Letter to, among
other things, further extend the date by which the Debtors must
consummate a plan to May 15, 2004 and to increase the commitment
to $600,000,000.

On January 22, 2004, the Debtors announced that they had reached
an agreement in principle with the Creditors Committee and the
Steering Committee to the Prepetition Lenders as to the terms of
a consensual plan.  The Debtors intended to file the Plan
pursuant to this agreement and seek confirmation as quickly as
practicable.

However, given the unexpected extension of the Debtors' Chapter
11 cases, the Debtors face three substantial hurdles to the
successful consummation of their global consensual Plan:

   (1) The Existing DIP Loan will mature on February 15, 2004.  
       Given the estimated timetable for confirmation, it is
       impossible that a new plan will be confirmed before
       this date, as required.  If the Debtors default under the
       Existing DIP Agreement and the Standstill Agreement, their
       obligations would immediately become due and payable.  
       Without access to the Existing DIP Facility, the Debtors
       will not have sufficient liquidity to fund their
       operations or pay the amounts owed under either agreement.  
       Therefore, a default under the Existing DIP Agreement and
       the Standstill Agreement would allow the Existing DIP
       Lenders and the Prepetition Lenders to not only foreclose
       against the Debtors and their foreign non-debtor entities,
       but would also ultimately trigger an acceleration of the
       DM Notes and Existing European A/R Securitization.  The
       end result would likely be wholesale liquidation,
       including domestic and foreign operations, erasing all
       restructuring progress achieved over the last 22 months
       and substantially reducing the expected recoveries of all
       of the Debtors' creditor constituencies.

   (2) The Debtors are in need of substantial additional
       liquidity to support their extended stay in Chapter 11.  
       The Debtors originally contemplated exiting Chapter 11 on
       or before November 18, 2003.  The amount of the Existing
       DIP Loan was premised on that assumption.  Because the
       Debtors now will exit Chapter 11 no earlier than late
       March 2004, they need additional liquidity to support
       their ongoing operations.

   (3) The Debtors are currently required to make a $125,000,000
       payment on the DM Notes when they mature on
       April 15, 2004.  The Debtors do not presently have
       sufficient cash or borrowing resources to make the
       payments when due.  Furthermore, both the Standstill
       Agreement and Existing DIP Agreement contain cross-
       default provisions, which provide that a default under the
       DM Notes also constitute defaults under the Standstill
       Agreement and the Existing DIP Agreement.

Mr. O'Neill tells Judge Carey that the Debtors explored
amendments to the Existing DIP Facility with the Existing DIP
Lenders as a potential solution to these obstacles.  On the
timing issue, the Existing DIP Lenders have indicated a
willingness to give the Debtors an extension of the Existing DIP
Deadline, but not without a significant fee.  On the liquidity
issue, the Existing DIP Lenders have also indicated a willingness
to provide $6,000,000 in liquidity, which the Debtors believe may
still be insufficient to fully support both their operations and
their scheduled restructuring plans.  On the DM Note issue, the
Existing DIP Lenders have not offered a solution.

Accordingly, the Debtors have engaged in active and productive
negotiations with Deutsche Bank, and they believe that a superior
alternative is available.  Deutsche Bank has agreed to make
available a Replacement DIP Loan with an extended maturity
through May 15, 2004.  Deutsche Bank will amend the current DIP
terms to provide up to $40,000,000 in additional liquidity --
which is sufficient to bridge the Debtors' exit from Chapter 11
and to fund their restructuring plans.  Moreover, the Replacement
DIP Loan includes a lending commitment that would allow the
Debtors, if needed, to pay off the DM Notes when the payment
comes due on April 15, 2004.  In addition, by rolling the
Replacement DIP Loan into the exit financing, the Debtors believe
that they will facilitate a smoother and more certain exit from
Chapter 11.

The key components of the Replacement DIP Loan Agreement are:

Borrowers:          Exide Technologies f/k/a Exide Corporation
                    and certain affiliated debtors and
                    debtor-in-possession

Guarantors:         All Foreign and Domestic Exide affiliates  
                    who sign the DIP Financing Agreement as
                    Guarantors

Lenders:            Deutsche Bank AG New York and any lender  
                    that, from time-to-time, becomes a party to
                    the DIP Financing Agreement.

Administrative &
Collateral Agent:   Deutsche Bank AG New York

Lead Arranger &
Sole Book Manager:  Deutsche Bank Securities, Inc.

Restatement
Effective Date:     February [13], 2004

Domestic
Availability:       Subject to a borrowing base comprised of the
                    Sum of the values of:

                    -- Eligible Domestic Receivables;
                    -- Eligible Domestic Inventory;
                    -- Eligible Domestic Equipment; and
                    -- Eligible Domestic Real Estate

                    of the Borrowers

Foreign
Availability:       Subject to a borrowing base comprised of the
                    Sum of the values of:

                    -- Eligible Foreign Receivables;
                    -- Eligible Foreign Inventory;
                    -- Eligible Foreign Equipment; and
                    -- Eligible Foreign Real Property.

Additional
Liquidity Amount:   $40,000,000 will be available at all times
                    to increase the Domestic Availability or
                    Foreign Availability

Purpose:            Proceeds of the Postpetition Loans under the
                    Replacement DIP Loan will be used to:
          
                    (a) refinance the existing loans under the
                        Existing DIP Facility;

                    (b) purchase by way of assignment, and make
                        additional loans pursuant to the Existing
                        European A/R Securitization;

                    (c) finance the repayment by EHE of all
                        outstanding principal of the DM Notes
                        upon maturity on April 15, 2004;
             
                    (d) pay for postpetition operating and
                        general corporate expenses of Exide and
                        its domestic subsidiaries incurred in
                        the ordinary course of business; and

                    (e) provide working capital to foreign
                        operations that are not DIP or other
                        subject to the jurisdiction of the
                        Bankruptcy Court.      

The Replacement
DIP Loan:           $500,000,000 total

                    Revolving credit and
                    letter of credit facility: $88,008,220

                    Term Loan Facility:        128,991,780

                    European A/R Revolving
                    Credit Facility:            48,000,000

                    European A/R Term Loan
                    Facility:                  110,000,000

                    DM Notes Refinancing
                    Term Loan Facility:        125,000,000

Term:               The period from the Restatement Effective
                    Date to the earlier of:

                       (1) May 15, 2004;

                       (2) the date of termination of the
                           commitments;

                       (3) the date on which the obligations
                           become due and payable;

                       (4) the effective date of a plan of
                           reorganization; and

                       (5) four business days prior to the final
                           maturity of any principal obligations
                           under the Prepetition Facility.

Fees:               * 0.50% on each dollar not borrowed as an
                      Unused Commitment Fee for the Revolving
                      Credit Facilities;

                    * 0.75% on each dollar not borrowed as an
                      Unused Commitment Fee of the DM Notes
                      Refinancing Terms Loan Facility; and

                    * 0.50% letter of credit fronting fees;

Priority:           All amounts owing by the Borrowers under the
                    Replacement DIP Loan and by the Guarantors
                    will constitute allowed super-priority
                    administrative expense claims in these cases,
                    having priority over all other administrative
                    expenses, subject only to the Carve-Out.

Carve-Out:          Includes unpaid fees of the U.S. Trustee, the
                    Clerk of the Bankruptcy Court, and the
                    Professionals retained by the Debtors and any
                    Official Committees.

Security Interest:  As security for all loans and other
                    indebtedness or obligations owing by the
                    Debtors to the Postpetition Agent or
                    Lenders, the DIP Facility grants the Lenders
                    valid perfected Liens on all currently owned
                    and after-acquired property.

Event of Default:   Events of Default include:

                    a. failure to pay any principal amount or
                       interest thereon when it becomes due and
                       payable;

                    b. breach of my representation, warranty,
                       term, covenant or agreement contained in
                       the agreement; and

                    c. dismissal of the Cases, or conversion
                       to a Chapter 7 case.

A free copy of the Summary of the Replacement Financing is
available at:
  
http://bankrupt.com/misc/Exide_Summary_Replacement_Financing.pdf

Although the Debtors believe that the Replacement DIP Loan is a
superior alternative, in an abundance of caution in the event the
Replacement DIP Loan is withdrawn or not approved, the Debtors
also seek the Court's authority to amend the Existing DIP
Agreement.  Although an amendment with the Existing DIP Lenders
is not the Debtors' first choice, as an alternative, it will
allow the Debtors to continue their normal operations and will
provide sufficient time for them to obtain approval of a new
Reorganization Plan.

Pending final approval of the Replacement DIP Loan, the Debtors
seek the Court's authority to:

   (a) borrow from time to time up to $375,000,000 at any time
       outstanding to refinance the Existing DIP Agreement and
       the Existing European A/R Securitization and to fund
       ongoing business operations;

   (b) grant to the Replacement DIP Lenders, the Issuer and the
       Agents the liens and superpriority claims described in the
       Replacement DIP Term Sheet; and

   (c) provide adequate protection in favor of the Prepetition
       Lenders other than any Adequate Protection Payments.

The Court approved the request to borrow up to $375 million from
Deutsche Bank and replace the DIP Facility maturing on Feb. 15.  
The Debtors told the Court that the amount of the loan could
increase to $500 million before the final hearing scheduled for
next month.  The Debtors reminded the Court that Deutsche Bank and
Credit Suisse First Boston are preparing to lend Reorganized Exide
up to $600 million on the company's way out of chapter 11.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.  
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FAIRCHILD CORP: Red Ink Continues to Flow in Fourth-Quarter 2003
----------------------------------------------------------------
The Fairchild Corporation (NYSE:FA) announced that revenues were
$44.2 million for the quarter ended December 31, 2003, compared to
revenues of $20.8 million for the quarter ended December 29, 2002.
The Company reported a net loss of $2.2 million, or $0.09 per
share, for its quarter ended December 31, 2003, as compared to a
net loss of $5.9 million, or $0.23 per share, for its quarter
ended December 29, 2002.

Fairchild completed the acquisition of Hein Gericke, and IFW on
November 1, 2003 and PoloExpress on January 2, 2004. Hein Gericke
and PoloExpress are European leaders in their specialty fields.
Revenues for these businesses, reported by Fairchild in its Sports
and Leisure segment were $25.2 million for November and December
of 2003, which was prior to the peak season beginning in March.
Eric Steiner, President and Chief Operating Officer of The
Fairchild Corporation, stated: "The Sports and Leisure segment has
a historic trend of higher volumes of sales and profits in Europe
during months from March to September. As of today, we have
increased our orders for goods from our suppliers, which will be
delivered to our retail stores for the new season beginning this
spring. We expect that the Sports and Leisure segment will provide
a solid base for future growth and for enhancing shareholder
value."

Fairchild is continuing to investigate other acquisition
opportunities.

The Fairchild Corporation (S&P, B Corporate Credit Rating, Watch
Developing) is engaged in the aerospace distribution business
which stocks and distributes a wide variety of parts to aircraft
operations and aerospace companies providing aircraft parts and
services to customers worldwide. The Fairchild Corporation also
owns and operates a shopping center located in Farmingdale, New
York. Additional information is available on The Fairchild
Corporation Web site at http://www.fairchild.com/

  
FLEMING: Woos Court to Okay Settlement with PCI & Commercenter
--------------------------------------------------------------
The Fleming Debtors, and particularly Core-Mark International,
Inc., ask Judge Walrath to approve their settlement agreement
with Performance Contracting, Inc., and Commercenter #23 Limited
Liability Company, a Colorado limited liability company and
successor-in-interest to Majestic Realty Co., a California
corporation.

                         The Controversy

On January 29, 2003, Fleming, as tenant, signed a lease for a new
distribution facility located at 3797 North Windsor Drive, in
Aurora, Colorado, with Majestic, as landlord.  A rider to the
lease provides that, within 30 days following the imposition of
any lien resulting from Fleming's alterations, Fleming must
either:

       (1) cause any lien to be released by record of payment;
           or

       (2) in the case of a disputed lien, cause the posting of
           a proper bond in favor of Majestic or provide other
           security reasonably satisfactory to Majestic.

                        The PCI Contract

On February 6, 2003, Fleming and PCI signed a contract to install
cooler and freezer improvements at the property.  Work under the
contract began on January 24, 2003.

Under the contract, Fleming was to pay PCI in three installments.  
PCI was paid $650,000 on the first installment on March 12, 2003,
and $760,000 on the second installment on March 26, 2003.  
Fleming paid $680,000 on the third installment under the contract
on April 15, 2003 -- two weeks after the Petition Date.  Work
under the contract was finished on May 15, 2003.

The payment by check of the second installment did not clear
because of Fleming's Chapter 11 petition.  As a result, PCI has a
$760,000 prepetition claim against Fleming.

On June 27, 2003, PCI recorded its Notice of Intent to File a
Lien Statement and Statement of Lien in Adams County, Colorado,
which under Colorado law was intended to perfect PCI's mechanic's
lien on the property.  PCI's Statement of Lien was for $2.09
million, which was the entire value of the contract, from an
abundance of caution in case it was later determined that any of
Fleming's payments under the contract were avoidable under the
Bankruptcy Code.

Because of PCI's filing, and under the lease, Fleming was
contractually obligated within 30 days after June 27, 2003, to
perform one of the two options to remove or bond around the lien.

PCI subsequently commenced an action in Adams County Colorado
District Court against Majestic and Fleming to foreclose the
mechanic's lien.  The filing of the lawsuit was intended to
preserve the mechanic's lien under Colorado law.

On September 9, 2003, PCI filed proofs of claim with respect to
the amounts owed by Fleming.

                         The Settlement

The Settlement Agreement is a global settlement of the claims
each party holds against the other.  The primary terms of the
Settlement Agreement are:

       (1) PCI will pay Fleming $55,000 to resolve any and all
           avoidance claims Fleming may have in these bankruptcy
           cases against it;

       (2) Fleming will pay PCI $760,000 to resolve the
           prepetition mechanic's lien claim, in full
           satisfaction of the lien;

       (3) The avoidance settlement payment and the contractual
           payment will be effected by means of an offset of the
           avoidance settlement payment against the contractual
           payment.  Accordingly, Fleming will pay $705,000 to
           PCI without further delay;

       (4) Upon Fleming's payment of the final settlement
           payment, Majestic, through its successor, agrees that
           Fleming is in compliance with the lease obligation
           and, therefore, does not have any obligation to post a
           bond or other security; and

       (5) PCI and Fleming sign mutual releases.

                            The Rationale

The Settlement should be approved.  Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub PC in Wilmington,
Delaware, tells the Court that the Settlement allows the Debtors
to avoid posting the bond, which saves them the cost of the bond
-- estimated to be at least $30,000.  The Debtors also avoid
tying up over $2,000,000 of its capital for an unspecified period
of time.  Under the Settlement Agreement, the Debtors also obtain
a $55,000 offset against the prepetition claim in settlement of
the avoidance claims, the litigation of which would have entailed
considerable expense and substantial litigation risk.

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


FOOTSTAR INC: Pursuing Additional Financing Alternatives
--------------------------------------------------------
Footstar, Inc., has received a waiver and extension until February
27, 2004 of the requirement to provide financial statements to the
syndicate of banks, led by Fleet National Bank, that provide the
Company's $345 million senior secured credit facility.

The Company is in negotiations with its lending syndicate with
respect to obtaining necessary liquidity. The Company has also
initiated discussions with additional financing sources. In
addition, the Company is exploring the possibility of a sale of
certain of its assets to obtain liquidity. If none of these
alternatives is successful in the near term, the Company will be
required to file under Chapter 11 of the U.S. Bankruptcy Code in
order to obtain necessary liquidity and restructure its debt.

Footstar, Inc. is a leading footwear retailer. The Company offers
a broad assortment of branded athletic footwear and apparel
through its two athletic concepts, Footaction and Just For Feet
and their websites, www.footaction.com and www.justforfeet.com,
and discount and family footwear through licensed footwear
departments operated by Meldisco. As of January 3, 2004, the
Company operated 433 Footaction stores in 40 states and Puerto
Rico, 89 Just For Feet superstores located predominantly in the
Southern half of the country, and 2,503 Meldisco licensed footwear
departments and 39 Shoe Zone stores. The Company also distributes
its own Thom McAn brand of quality leather footwear through Kmart,
Wal-Mart and Shoe Zone stores.


FOOTSTAR INC: Mulls Chapter 11 Filing
-------------------------------------
Shoe retailer Footstar Inc. said it will file for chapter 11
bankruptcy protection if it cannot secure financing or sell assets
to boost its liquidity, Reuters reported.

The company, in the process of restating earnings for fiscal years
1997 through 2002, said it was negotiating with its lenders to
obtain "necessary liquidity" and had started talking to additional
financing sources. Footstar, which is being investigated by the
U.S. Securities and Exchange Commission, said it was also
considering selling some assets to boost liquidity. "If none of
these alternatives is successful in the near term, the company
will be required to file under chapter 11 of the U.S. Bankruptcy
Code in order to obtain necessary liquidity and restructure its
debt," Footstar said in a statement, the newswire reported. (ABI
World, Feb. 12, 2004)


GLOBAL CROSSING: Seeks Nod to Pull Plug on 655 Executory Contracts
------------------------------------------------------------------
Michael F. Walsh, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that before the Global Crossing Debtors filed their
Plan, they undertook a comprehensive review of over 320,000
executory contracts and unexpired non-residential property leases
to which they were a party so as to determine which among these
contracts and leases they would assume and reject.

Mr. Walsh notes that the Debtors' Plan provides that any
executory contract or unexpired non-residential real property
lease not assumed by the Debtors during the course of their
Chapter 11 cases, or that is not subject to a pending assumption
motion, will be deemed rejected as of the Effective Date.

The Debtors have completed the review process of their database
and have identified 655 executory contracts that have not been
assumed or rejected during the course of their Chapter 11 cases.  
Although the Contracts were deemed rejected as of the Effective
Date by operation of the Plan, out of abundance of caution, and
to provide notice to the counterparties of the rejection, the
Debtors sought and obtained the Court's authority to
affirmatively reject all 655 Contracts.

The Rejected Contracts are categorized as:

   (a) agreements for the provision of telecommunications
       transport services and telephonic communications along the
       Network;

   (b) agreements for public relations services, human resources
       consulting, and online employee recruitment;

   (c) agreements for network-related products, software,
       services, maintenance, consulting, and construction;

   (d) agreements for facility security and equipment storage;

   (e) agreements for corporate and treasury related services;
       and

   (f) retail sales agreement.

A list of the 655 contracts is available at:

  http://bankrupt.com/misc/3840exhibit_655_rejected_contracts.pdf

(Global Crossing Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GOODYEAR TIRE: Remains on S&P's Watch With Negative Implications
----------------------------------------------------------------  
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit and other ratings on Goodyear Tire & Rubber Co. remain on
CreditWatch with negative implications where they were placed on
Dec. 11, 2003.

The CreditWatch placement followed Goodyear's announcement that an
ongoing internal investigation had identified possible improper
accounting issues in Europe. The investigation has now been
expanded to include other overseas operations of the company,
which is likely to delay the filing of the company's 10-K due on
March 15, 2004. In addition, Goodyear has announced that the SEC
has begun a formal investigation of accounting misstatements that
resulted in the restatement of four and a half years of financial
results.

Goodyear, based in Akron, Ohio, has total debt of about $6 billion
(including operating leases and sold accounts receivable).

"Ratings could be lowered if the internal accounting or SEC
investigations result in material adjustments, substantial
financial reporting delays or have a negative impact on the
company's prospective liquidity and access to capital," said
Standard & Poor's credit analyst Martin King. "In addition,
ratings could be lowered if it appears that the company will not
achieve meaningful improvement in its North American tire
operations during 2004."

The potential delay in the filing of Goodyear's 2003 10-K and the
expansion of the internal accounting investigation could hinder
the company's efforts to complete several proposed financings
designed to increase liquidity and extend debt maturities.
Goodyear has announced plans to put in place a $650 million asset-
based term loan and sell $650 million of other senior secured
notes in a private placement transaction. The accounting
uncertainties could diminish investor receptivity to the new
financing. An extended delay in the filing of financial statements
would violate provisions of existing credit agreements, which, if
not waived, could limit access to the facilities. Goodyear is
engaged in discussions with its various constituents regarding
these issues.

Standard & Poor's continues to be concerned about potential
accounting issues at Goodyear's overseas operations, which have
been viewed as solidly profitable. In addition, the SEC
investigation and the delayed filing of financial statements
raises concerns about Goodyear's ability to access the capital
markets and remain in compliance with existing debt agreements.
The company has $1.9 billion of debt maturing in 2005 and $1.5
billion of debt maturing in 2006. Mandatory pension payments will
total $250 million-$270 million in 2004 and could increase
substantially in future years. Meanwhile, Goodyear's North
American tire operations continue to be very weak because of the
high cost structure and high raw material costs.


HOMESTEADS COMMUNITY: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Homesteads Community at Newtown, LLC
        497 Three Corners Road
        Guilford, Connecticut 06437

Bankruptcy Case No.: 04-30417

Type of Business: The Debtor is an assisted living and independent
                  senior rental community and operates a specialty
                  care unit for the memory impaired.  See
                  http://www.homesteadscc.com/assisted.htm

Chapter 11 Petition Date: February 2, 2004

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Patrick W. Boatman, Esq.
                  Boatman, Boscarino, Grasso & Twachtman
                  628 Hebron Avenue, Building 3
                  Glastonbury, CT 06033
                  Tel: 860-659-5657

Total Assets: $4,275,000

Total Debts:  $9,332,446

Debtor's 13 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Greenwich Insurance Company   Accomodation party      $1,400,000
96 Cummings Point Road
Stamford, CT 06902

Konover Construction Corp.    Lien for work           $1,290,606
16 Munson Road
Farmington, CT 06032

New Haven Mortgage Refinance                          $1,259,514
LLC
1621 State Street
New Haven, CT 06511

Andrews Construction Company  Claim for services        $561,941
Inc.
5 Evarsley Avenue
Norwalk, CT 06776

United Water Connecticut Inc.                           $194,568

Alfred Chiulll & Sons         contractor services       $191,389

Connecticut Business Credit   Claim for services        $110,000
Inc.

Connecticut Business Credit   Claim for services         $94,000
Inc.

Allstate Interiors Inc.       Lien for work              $68,544

SNET Co.                      Judgment                  $29,961

Lamar Corp.                   Judgment                  $24,585

Milone & MacBroorn Inc.       Surveying work            $17,904

R. Mathison Floors LLC        Flooring in condos          $9,000


INDUSTRY MORTGAGE: Fitch Affirms Class B Notes' Rating at BB-
-------------------------------------------------------------
Fitch has taken rating actions on the following Industry Mortgage
Company issue:

Series 1998-5

        -- Class A-4 affirmed at 'AAA';
        -- Class A-5 affirmed at 'AAA';
        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class M-2 affirmed at 'A+' and removed from Rating
              Watch Negative;
        -- Class B affirmed at 'BB-'.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations.


ISTAR FIN'L: Fourth-Quarter and FY 2003 Results Show Solid Growth
-----------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI) reported that adjusted earnings
for the quarter ended December 31, 2003 were $0.85 per diluted
common share, up from $0.77 per diluted common share for the
quarter ended December 31, 2002. Adjusted earnings allocable to
common shareholders for fourth quarter 2003 were $91.2 million on
a diluted basis, compared to $74.3 million for fourth quarter
2002. Adjusted earnings represents net income to common
shareholders and HPU holders computed in accordance with GAAP,
before depreciation, amortization, gain from discontinued
operations, extraordinary items and cumulative effect of change in
accounting principle.

Net income allocable to common shareholders for the fourth quarter
was $68.8 million, or $0.64 per diluted common share, compared
with $53.7 million, or $0.56 per diluted common share, in the
fourth quarter of 2002.

In the fourth quarter of 2003, iStar Financial achieved a return
on average book assets of 6.2% and a return on average common book
equity of 19.5%, while leverage decreased to 1.7x book equity. Net
investment income for the quarter ended December 31, 2003
increased to a record $90.5 million, up 14.9% from $78.8 million
for the fourth quarter of 2002. Net investment income represents
interest income, operating lease income and equity in earnings
from joint ventures and unconsolidated subsidiaries, less interest
expense and operating costs for corporate tenant lease assets and
loss from early extinguishment of debt, in each case, in
accordance with GAAP.

Adjusted earnings allocable to common shareholders for the year
ended December 31, 2003 were $338.5 million, or $3.25 per diluted
share, compared to $262.8 million, or $2.83 per diluted share,
including a $15.0 million non-cash charge related to performance-
based vesting of restricted shares granted under the Company's
long-term incentive plan, for the same period in 2002. Net income
allocable to common shareholders for the year ended December 31,
2003 was $253.2 million, or $2.43 per diluted share, compared to
$178.4 million, or $1.93 per diluted share for the year ended
December 31, 2002.

For the fiscal year ended December 31, 2003, iStar Financial
generated returns on average book assets and average common book
equity of 6.2% and 18.9%, respectively, while leverage was 1.7x
book equity. Net investment income and total revenue both
increased to record levels of $353.2 million and $606.5 million
for the year ended December 31, 2003, respectively, from $282.8
million and $520.3 million, respectively, for the year ended
December 31, 2002.

iStar Financial announced that during the fourth quarter, it
closed 16 new financing commitments for a total of $456.0 million,
of which $450.7 million was funded during the quarter. In
addition, the Company funded $12.9 million under nine pre-existing
commitments and received $251.7 million in principal repayments.
The Company's recent transactions continue to reflect its core
business strategy of originating structured financing transactions
for leading corporations and private owners of high-quality
commercial real estate assets across the United States.

Jay Sugarman, iStar Financial's chairman and chief executive
officer, stated, "iStar Financial continued to deliver strong
results for the fourth quarter and full year of 2003. Our market
penetration, franchise recognition, and reputation for delivering
an intelligent and reliable source of capital are resulting in an
increase in the number of transactions that we are seeing from
both existing and new customers."

Mr. Sugarman continued, "Entering 2004 we are seeing signs of an
improving economy and stabilizing real estate fundamentals in
certain sectors. Our asset quality has remained strong throughout
the bottom of the economic cycle, which is attributable to our
disciplined underwriting and pro-active risk management processes.
We are very pleased that we have been able to deliver consistently
strong, steady and predictable results through a challenging
environment. Although our investment pipeline and net interest
margins are strong, we expect that ultra-low interest rates will
continue to mitigate the benefits of increased investment
volumes."

                    Transaction Volume

In the fourth quarter of 2003, iStar Financial generated $456.0
million in new financing commitments in 16 separate transactions.
The Company also funded an additional $12.9 million under nine
pre-existing financing commitments and received $251.7 million in
loan repayments. Of the Company's fourth quarter financing
commitments, 56.9% represented first mortgage transactions.

During the quarter, the weighted average first dollar and last
dollar loan-to-value ratio on new loan commitments was 14.8% and
55.2%, respectively. This ratio represents the average beginning
and ending points for the Company's lending exposure in the
aggregate capitalization of the underlying properties or companies
it finances.

Mr. Sugarman commented, "With 16 transactions completed during the
quarter, and a record 60 transactions completed for 2003, we
continued to build diversity and stability into our asset base.
Once again, repeat customers comprised a significant portion of
the quarter's new investment volume, with 77% of our originations
coming from existing customers who are familiar with the benefits
of working with iStar."

Mr. Sugarman continued, "As economic indicators show signs of
recovery and real estate fundamentals continue to stabilize, we
would expect to see increased opportunities in corporate and
junior lending that meet our underwriting requirements."

                        Capital Markets

On December 5, 2003, iStar Financial issued $350 million of 6.00%
notes due 2010 at 99.436% of their principal amount to yield 6.10%
per annum, and issued $150 million of 6.50% notes due 2013 at
99.275% of their principal amount to yield 6.60% per annum.
Subsequent to year end, iStar Financial issued $350 million of
4.875% notes due 2009 at 99.892% of their principal amount to
yield 4.90% per annum. The Company used the net proceeds of the
offerings to repay borrowings under its secured revolving credit
facilities.

On December 9, 2003 the Company also completed an underwritten
public offering of 3.2 million shares of its 7.65% Series G
Cumulative Redeemable Preferred Stock, having a liquidation
preference of $25.00 per share. The Series G Preferred Stock was
issued in exchange for 1.6 million shares of iStar Financial's
9.50% Series A Preferred Stock, having a liquidation preference of
$50.00 per share. The Company did not receive any cash proceeds
from the offering.

Catherine D. Rice, iStar Financial's chief financial officer,
stated, "This quarter we took advantage of strong bond market
conditions to cost- effectively raise unsecured long-term capital.
As we have stated in the past, our objective is to transition our
borrowing activities toward the long term unsecured debt markets
when it is cost-effective for us to do so."

Ms. Rice continued, "We are also pleased that we were able to
redeem the remaining 9.50% Series A Preferred Stock, and replace
it with much more attractively priced preferred capital. In
January 2004, we also called for redemption of all outstanding
9.375% Series B and 9.20% Series C Preferred Stock having a
combined liquidation preference of $82.5 million. We will continue
to look for opportunities to reduce our cost of capital in all
parts of our capital structure."

On December 16, 2003, the Company successfully sold 5.0 million
primary common shares, generating $191 million in net proceeds.
The Company used the proceeds of the sale to repay borrowings
under its secured revolving credit facilities.

Ms. Rice stated, "Our tangible equity capital base is now over
$2.4 billion. During 2003, several leading money management firms
became new investors in our Company. We are pleased to have the
support of these institutions and believe that their significant
ownership affirms the strength of our business model and track
record. During 2004 we will continue our successful efforts to
broaden the Company's shareholder base."

Ms. Rice continued, "Consistent with transitioning our debt
structure towards a greater mix of unsecured debt, we are
currently working with leading commercial banks on a new unsecured
credit facility that will be much larger than, and is intended to
replace, our $300 million unsecured facility. When in place, we
intend to use this facility as our primary source of working
capital for funding new investments, prior to their being match
funded with longer term debt."

Ms. Rice stated, "Our liquidity, access to capital and balance
sheet going into 2004 are very strong. During 2003, we
successfully accessed the secured debt markets, the unsecured debt
markets, the preferred markets, and the common equity markets, and
greatly increased the number of investors who are familiar with
our Company." At December 31, 2003, the Company had $826.6 million
outstanding under its five primary credit facilities, which total
$2.7 billion in committed capacity.

Consistent with the Securities and Exchange Commission's
Regulation FD and Regulation G, iStar Financial comments on
earnings expectations within the context of its regular earnings
press releases. As previously described in our third quarter 2003
earnings release, our CEO contingently vested in the remaining
400,000 incentive shares out of a total 2.0 million available to
be earned by him under the Company's long-term incentive plan due
to strong share price performance. As we have disclosed in our
public SEC filings, these shares will become fully vested, subject
to certain conditions, on March 30, 2004, at which time the
Company would record in "General and Administrative - Stock-based
Compensation Expense" a one-time charge equal to the Company's
stock price at that date multiplied by the 2.0 million vested
shares. Also, during the first quarter 2004, our CEO entered into
a new three-year employment agreement under which he was awarded
approximately 250,000 shares of the Company's common stock that
are fully vested but are restricted from sale for five years. The
Company will recognize a charge for the restricted stock grant in
the first quarter of 2004 in a similar manner to the 2.0 million
contingently-vested shares. For example, if the closing stock
price on March 30, 2004 was $40.00, the aggregate charge to
earnings would be $90 million.

Ms. Rice commented, "When our CEO entered into his employment
agreement with the Company almost three years ago, it was
structured such that he would receive no incentive shares if the
Company generated less than a 20% average annual total rate of
return for its shareholders from January 1, 2001 through March 30,
2004. In order to earn the maximum 2.0 million shares available,
the Company would have had to generate a greater than 35% average
annual total rate of return during the same period. As of February
6, 2004, the Company generated a 37.4% average annual total rate
of return for its shareholders since January 1, 2001, compared to
-3.0%, -0.4% and 18.5% for the S&P 500 Index, the Russell 1000
Financials Index and the Morgan Stanley REIT Index, respectively.
This represents over $2.7 billion of shareholder value created
since January 1, 2001."

On January 31, 2004 the Company's CFO vested in the 100,000
restricted performance shares awarded to her under the Company's
long-term incentive plan in connection with her joining the
Company, which will result in a first quarter charge of $4.0
million (based on the $40.02 stock price on the vesting date). In
addition, during the first quarter 2004 approximately 155,000
common shares will be issued to the principals of the former ACRE
Partners, representing the final contingent consideration relating
to the acquisition of this company in 2000. The first quarter
charge relating to the ACRE consideration will be calculated in a
manner similar to the CEO's incentive share vesting, and would be
approximately $6.2 million (assuming a $40.00 stock price on the
vesting date).

On January 23, 2004, the Company called for redemption all of its
outstanding 9.375% Series B and 9.20% Series C Preferred Stock.
iStar Financial assumed these securities as part of its
acquisition of TriNet Corporate Realty Trust in 1999. Generally
accepted accounting principles required that the Series B and
Series C Preferred Stock be marked to their fair market values at
the time of acquisition in 1999, which resulted in iStar Financial
recording a $9.0 million discount to their $82.5 million face,
even though the original issuer actually received $82.5 million
cash when the securities were sold. Upon redemption of the Series
B and Series C Preferred Stock, iStar Financial will recognize the
$9.0 million discount as additional preferred dividends, thereby
reducing adjusted and GAAP earnings allocable to common
shareholders and HPU holders by $9.0 million.

Before giving effect to the compensation and preferred stock
redemption charge described in the preceding paragraphs, the
Company reiterates its previously-communicated diluted adjusted
and GAAP EPS guidance for fiscal year 2004 of $3.40-$3.48 and
$2.43-$2.53, respectively. iStar Financial also expects diluted
adjusted and GAAP EPS for first quarter 2004 of $0.85-$0.86 and
$0.61-$0.64, respectively. Our first quarter and full year 2004
earnings will be reduced by the resulting amounts of the
compensation and preferred stock redemption charges. We cannot
predict the actual amount of the aggregate charges at this time,
as it will be a function of our stock price at future dates.

Assuming a $40.00 stock price on the stock vesting dates that will
occur subsequent to the date of this earnings release, the
aggregate amount of the first quarter 2004 compensation and
preferred stock redemption charges would total approximately $109
million. After giving effect to these charges, iStar Financial
expects diluted adjusted and GAAP EPS of $(0.09)-$(0.08) and
$(0.33)-$(0.30), respectively, for the first quarter 2004, and
$2.46-$2.54 and $1.49-$1.59 for full year 2004, respectively. The
Company's 2004 earnings guidance assumes approximately $1.6-$1.8
billion of net asset growth.

Ms. Rice commented, "Our 2004 earnings guidance reflects our
expectation of continued strong core earnings growth despite a
continued very low interest rate environment. Our net asset growth
guidance incorporates our expectation for anticipated loan
repayments in advance of their actual maturity dates during the
year. If these borrowers repay early, then we expect net asset
growth to be at the lower end of the range.

Ms. Rice continued, "We recently announced a 5.3% quarterly
dividend increase, representing $2.79 on an annualized basis, for
2004. This is consistent with our goal of delivering a strong
dividend to our shareholders. As we have said in the past, we are
committed to maintaining a substantial earnings and free cash flow
cushion for our dividend and believe that our expectations for
2004 are consistent with this objective."

As of December 31, 2003, the Company's loan portfolio consisted of
61% floating rate and 39% fixed rate loans. Approximately 61% of
the Company's floating rate loans have LIBOR floors with a
weighted average LIBOR floor of 2.20%. The weighted average GAAP
LIBOR margin, inclusive of LIBOR floors, was 5.63%. The weighted
average GAAP yield of the Company's fixed rate loans was 11.52%.

Ms. Rice commented, "As the supplemental origination data attached
to this release shows, in 2003 iStar Financial continued to
generate attractive risk- adjusted returns on invested capital as
in prior years. Specifically, on the $2.1 billion in funded
transaction volume this year, which was comprised of 60.7% first
mortgages, 15.7% corporate tenant leases and 23.6% subordinate
financing, we produced weighted average credit spreads to
Treasuries or LIBOR of +662 basis points. These figures compare to
$1.8 billion of gross volume in 2002 comprised of 59.9% first
mortgages, 24.6% corporate tenant leases and 15.5% subordinate
financing with weighted average credit spreads of +614 basis
points."

Ms. Rice continued, "Average ending loan-to-value ratios improved
year-to- year, with the 2003 funded loans at an average of 66.5%
LTV and the 2002 funded loans at an average of 68.4% LTV, and our
average beginning loan-to- value ratios increased modestly from
16.2% in 2002 to 24.9% in 2003."

                         Risk Management

At December 31, 2003, first mortgages, participations in first
mortgages, corporate tenant leases and corporate financing
transactions collectively comprised 87.0% of the Company's asset
base. The weighted average first and last dollar loan-to-value
ratio for all structured finance assets (senior and junior loans)
was 25.3% and 67.5%, respectively. As of December 31, 2003 the
weighted average debt service coverage for all structured finance
assets, based on either year-to-date cash flow or trailing 12-
month cash flow through September 30, 2003, was 2.2x.

At December 31, 2003, the Company's corporate tenant lease assets
were 93.1% leased with a weighted average remaining lease term of
9.9 years. Corporate tenant lease expirations for 2004 represent
3.0% of annualized total revenue for fourth quarter 2003. At
December 31, 2003, 86% of the Company's corporate lease customers
were public companies (or subsidiaries of public companies).

The Company establishes loss reserves based on a quarterly bottom-
up review of each of its assets, as well as using top-down
guidance from industry-wide loss data and market trends. On a
quarterly basis, the Company conducts a comprehensive credit
review, resulting in an individual risk rating assigned to each
asset. Attendance at the quarterly review sessions is mandatory
for each of the Company's professional employees. These quarterly
meetings are designed to enable management to evaluate and
proactively manage asset-specific credit issues and identify
credit trends on a portfolio-wide basis as an "early warning"
system.

The Company assigns two separate quarterly risk ratings to its
structured finance assets using a "one" to "five" scale. The
Company assigns a rating representing the Company's evaluation of
the risk of principal loss, and a rating representing performance
compared to original underwriting. Corporate tenant lease risk
ratings reflect our assessment of the quality and longevity of the
cash flow yield from the asset. Assets with risk ratings of "four"
and "five" indicate management time and attention is required, and
a "five" rating denotes a potential problem asset. In addition to
the ratings system, the Company maintains a "watch list" of assets
that require highly proactive asset management.

Based upon the Company's fourth quarter 2003 review, the weighted
average risk ratings of the Company's structured finance assets
was 2.67 for risk of principal loss, compared to last quarter's
rating of 2.65, and 3.15 for performance compared to original
underwriting, compared to last quarter's rating of 3.11. The
weighted average risk rating for corporate tenant lease assets was
2.62 at the end of the fourth quarter, an improvement from the
prior quarter's rating of 2.69.

For the fourth quarter, three CTL assets were removed from the
watch list. The Company now has five loans on the list, with a
combined book value of $103.4 million, representing 1.55% of total
assets as of December 31, 2003.

At December 31, 2003, accumulated loan loss reserves and other
asset-specific credit protection represented an aggregate of
approximately 6.73% of the gross book value of the Company's
loans. In addition, cash deposits, letters of credit, allowances
for doubtful accounts and accumulated depreciation relating to
corporate tenant lease assets represented 9.87% of the gross book
value of the Company's corporate tenant lease assets at quarter
end. The Company now has three assets on non-accrual status with
an aggregate gross book value of $40.3 million, or 0.6% of the
gross book value of the Company's investments.

Tim O'Connor, iStar Financial's chief operating officer, stated,
"Our assets continue to perform well, with overall credit quality
relatively unchanged from the prior quarter. We continued to
extend the remaining lease terms of our corporate customers and
are proactively working to extend the leases of the few maturities
that we have in 2004. Overall, we are seeing stabilization of
conditions in most real estate markets, and corporate customers
are assessing their critical facility needs in connection with
expectations of an improving economy."

Mr. O'Connor continued, "We believe that the diversity of our
substantial asset base, on-balance sheet and asset-specific
reserves and proactive risk management strategy will serve us well
going into the new year."

                      Other Developments

On December 1, 2003, iStar Financial declared a regular quarterly
cash dividend of $0.6625 per common share for the quarter ended
December 31, 2003. On February 11, 2004, iStar Financial announced
that, effective April 1, 2004, its Board of Directors approved an
increase in the regular quarterly cash dividend on its common
stock to $0.6975 per share for the quarter ended March 31, 2004,
representing $2.79 per share on an annualized basis. The $0.6975
dividend represents a 5.3% increase over iStar Financial's pre-
existing quarterly dividend rate of $0.6625. The $0.6975 dividend
is payable on April 29, 2004 to holders of record on April 15,
2004.

iStar Financial expects to announce its first, second, third and
full year 2004 earnings on April 22, 2004, July 22, 2004,
October 21, 2004 and February 3, 2005, respectively.

iStar Financial (Fitch, BB Preferred Share Rating, Stable Outlook)
is the leading publicly traded finance company focused on the
commercial real estate industry. The Company provides custom-
tailored financing to high-end private and corporate owners of
real estate nationwide, including senior and junior mortgage debt,
senior, mezzanine and subordinated corporate capital, and
corporate net lease financing. The Company, which is
taxed as a real estate investment trust, seeks to deliver a strong
dividend and superior risk-adjusted returns on equity to
shareholders by providing innovative and value-added financing
solutions to its customers. Additional information on iStar
Financial is available on the Company's Web site at
http://www.istarfinancial.com/


IW INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: I.W. Industries
        35 Melville Park Road
        Melville, New York 11747

Bankruptcy Case No.: 04-80852

Type of Business: The Debtor is a leading manufacturer of brass
                  products and machined parts such as plumbing
                  and lightning fixtures and other industrial
                  parts.

Chapter 11 Petition Date: February 12, 2004

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Kathryn R. Eiseman, Esq.
                  Piper Rudnick LLP
                  1251 Avenue of the Americas
                  New York, NY 10020
                  Tel: 212-835-6000
                  Fax: 212-835-6001

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                        Claim Amount
------                                        ------------
NYS Department of Environmental Conservation      $250,000
Office of General Counsel
625 Broadway
Albany, NY 12233-1500

Mike Pinto                                        $150,000

Melville Park Road, LLC                           $138,142

Cristal Concrete                                  $117,420

The McBride Company                                $91,600

NTS Department of Environmental Conservation       $90,000

Guild Platers                                      $86,820

Chase Brass & Copper Co.                           $61,571

Dae Chang Industrial Co.                           $60,929

Tanury Industries                                  $55,229

Mueller Brass Industries                           $54,542

Funditec                                           $42,082

Quay                                               $30,819

Baan USA, Inc.                                     $22,808

Bronces Mestre S.A.                                $19,330

Island Container Corp.                             $19,126

A H Duffy Polish & Finish                          $18,942

Lewisky Fuel Oil                                   $18,783

Wrap-N-Pack                                        $15,862

Saint-Gobain Calmar Inc.                           $15,431


JACKSON PRODUCTS: Successfully Emerges from Chapter 11 Bankruptcy
-----------------------------------------------------------------
Jackson Products, Inc. announced that its confirmed prepackaged
plan of reorganization became effective on February 12, 2004, and
the related financing transactions have been closed. This marks
the emergence of Jackson Products from its reorganization
proceedings.

"We are excited to bring closure to improving our balance sheet.
We couldn't be more pleased that the courts approved our financial
reorganization in such an expedited manner. We appreciate the
cooperation and support that our customers, vendors, employees and
other parties have displayed throughout our brief reorganization
proceedings. Now that the company has reached closure of the
reorganization process, we will be able to focus all of our
attention to growing our ongoing business," said David Gilchrist,
Jackson Products' President and Chief Executive Officer.

Mr. Gilchrist added, "The restructuring has served its purpose for
the company. As planned, it has substantially improved our
financial condition. The Company has historically generated
positive cash flow from operations, which together with
substantially reduced debt, will allow us to better respond to the
changing needs of the marketplace."

Distributions under the confirmed plan of reorganization have
commenced to creditors. Future distributions will be made in
accordance with the terms of the plan of reorganization.

Jackson Products negotiated its prepackaged plan with holders of
its senior subordinated notes, its secured senior subordinated
notes and holders of its existing common stock and solicited
acceptances of the prepackaged plan from holders of the senior
subordinated notes and secured senior subordinated notes prior to
filing for Chapter 11 reorganization. All other creditors are to
be paid in full and are unimpaired under the prepackaged plan.
Jackson Products filed its petition for relief under Chapter 11 on
January 12, 2004. The Jackson Products' plan of reorganization was
confirmed on January 28, 2004, by the United States Bankruptcy
Court for the Eastern District of Missouri. The Plan of
Reorganization was approved overwhelmingly by creditors. More
information is available in the "Reorganization" are of the
companies' Web site at http://www.jpisafety.com/  

Jackson Products designs, manufactures and distributes safety
products and serves a variety of niche applications within the
personal and highway safety markets, principally throughout North
America and in Europe. Jackson Products markets its products under
established, well-known brand names to an extensive network of
distributors, wholesalers, contractors and government agencies.
Jackson Products currently has two reportable business segments:
Personal Safety Products and Highway Safety Products.


LB-UBS COMMERCIAL: S&P Takes Rating Actions on 2000-C5 Notes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2000-C5. Concurrently, the ratings
on 10 other classes from the same series are affirmed.

The lowered ratings primarily reflect anticipated losses related
to specially serviced assets. The affirmed ratings reflect
adequate levels of credit enhancement at the top of the capital
structure.

As of Jan. 16, 2004, the trust collateral consisted of 111 loans
with an aggregate outstanding principal balance of $948.8 million,
down from $997.2 million at issuance. The three largest loans are
structured as "A/B notes" with an aggregate, in-trust balance of
$173.6 million (18.3%). The master servicer, Wachovia Bank N.A.
(Wachovia), provided full-year 2002 net cash flow debt service
coverage (DSC) figures for 95.2% of the pool. Based on this
information, Standard & Poor's calculated a weighted-average DSC
of 1.43x, unchanged from issuance. Additionally, Standard & Poor's
received 2003 year-to-date financial data for 74 loans (78.0% by
balance). Analysis of this data yields a weighted average, YTD DSC
of 1.44x for 2003. Comparatively, these same 74 loans reported a
weighted average DSC of 1.46x in 2002. Although the 2003 YTD DSC
decreased only slightly compared to the prior year, 36 of the 74
loans (59.9% by balance) reported deteriorating operating
performances.

The top 10 loans have an aggregate outstanding balance of $444.3
million (46.8%) and reported a 2002 weighted average DSC of 1.52x,
up from 1.50x at issuance. Partial-year 2003 financial data was
available for eight of these loans and six loans reported lower
DSCs than they reported for 2002. As part of its surveillance
review, Standard & Poor's reviewed recent property inspections for
assets underlying the top 10 loans. The properties that secure all
top 10 loans were characterized as "excellent" or "good." None of
the top 10 loans are specially serviced or on Wachovia's
watchlist.

There are three loans with an outstanding balance of $27.1m (2.9%)
that are with the special servicer, Lennar Partners Inc. (Lennar).
The largest of these loans, with an outstanding balance of $16.6
million (1.7%) and $1.3 million in advances, is secured by an
842,000-sq.-ft. industrial property in Chicago, Ill. that is 6.8%
occupied. A tenant that occupied 84.0% of the space vacated in
April 2003. The borrower was negotiating a discounted payoff
(DPO), but has now offered a deed-in-lieu of foreclosure instead.
The property was constructed in 1940 and would require renovations
and capital improvements to attract tenant interest. The second-
largest specially serviced asset is Oak Crest Apartments, a
391-unit multifamily complex in Oklahoma City, Oklahoma. with an
outstanding balance of $6.1 million (0.6%) and $0.9 million in
advances. An appraisal reduction amount (ARA) of $2.5 million was
placed on this property in June 2003 and the borrower is currently
attempting to have a third party assume the loan. If the advances
on this asset are not assumed by the prospective third-party
borrower, the rated classes could suffer from interest shortfalls.
The smallest asset in special servicing has an outstanding
principal balance of $4.4 million (0.5%) and is secured by a
200,000-sq.-ft. industrial facility in Chattanooga, Tennessee.
Sears, Roebuck and Co., the sole tenant, occupies 50.0% of the
facility and has a termination clause in its lease, which allows
it to vacate the premises with six months prior notice. This asset
is real estate owned and Lennar is in the process of listing this
asset for sale. Standard & Poor's anticipates losses on all three
of these assets.

The watchlist consists of 26 loans with an aggregate outstanding
balance of $141.8 million (14.9%). These properties appear on the
watchlist primarily because of occupancy or DSC issues. The
properties underlying the trust collateral have concentrations in
New York (12.6%), Florida (11.8%), and California (10.0%). No
other state accounts for more than 10.0% of the pool balance.
Property concentrations are found in office (44.3%), retail
(19.6%), and multifamily (15.1%) assets.

Standard & Poor's stressed the specially serviced loans and the
loans that appear on the watchlist, when appropriate, in its
analysis. The resultant credit enhancement levels support the
lowered and affirmed ratings.
   
                         RATINGS LOWERED
   
            LB-UBS Commercial Mortgage Trust 2000-C5
        Commercial mortgage pass-thru certs series 2000-C5
    
                  Rating
        Class   To       From    Credit Enhancement
        H       BB       BB+                 5.25%
        J       BB-      BB                  4.20%
        K       B        BB-                 3.68%
        L       B-       B+                  2.89%
        M       CCC+     B                   2.36%
        N       CCC      B-                  1.84%
        P       CCC-     CCC                 1.58%
   
                         RATINGS AFFIRMED
   
            LB-UBS Commercial Mortgage Trust 2000-C5
        Commercial mortgage pass-thru certs series 2000-C5
   
        Class   Rating   Credit Enhancement
        A-1     AAA                  21.55%
        A-2     AAA                  21.55%
        B       AA                   16.82%
        C       A                    12.09%
        D       A-                   10.51%
        E       BBB+                  9.72%
        F       BBB                   8.41%
        G       BBB-                  7.36%
        S       AAA                       -
        X       AAA                       -


LTX CORP: Prices 7-Million Common Share Public Offering
-------------------------------------------------------
LTX Corporation (Nasdaq: LTXX), a leading provider of
semiconductor test solutions, priced its previously announced
public offering of 7,000,000 newly issued shares of common stock
at $16.50 per share.

All of the shares are being offered by LTX through a prospectus
supplement pursuant to a registration statement covering shares of
common stock, debt securities and warrants that became effective
in January 2004. LTX has granted to the underwriters an option to
purchase up to an additional 1,050,000 shares of common stock
within 30 days after the offering to cover over-allotments
incurred in the offering, if any. Morgan Stanley is the sole book
running manager for the offering and Deutsche Bank Securities Inc.
and Needham & Company, Inc. are acting as co-managers for the
offering.

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


MARSH SUPERMARKETS: 3rd Quarter Conference Call Set for Tomorrow
----------------------------------------------------------------
Marsh Supermarkets, Inc. (Nasdaq:MARSA) (Nasdaq:MARSB) third
quarter fiscal 2004 earnings release is scheduled for tomorrow,
February 17, 2004.

Marsh's management will discuss the quarter results on Wednesday,
February 18, 2004 at 10:00 a.m. eastern time in a conference call.
The conference call will be simulcast on the internet and will be
available for replay on the Marsh Web site at
http://www.marsh.net/or at http://www.irconnect.com/marsa/  

Marsh is a leading regional supermarket chain operating 68
Marsh(R), 36 LoBill Foods(R) stores, 1 Savin'$(R), 9 O'Malia Food
Markets, and 164 Village Pantry(R) convenience stores in central
Indiana and western Ohio. The Company also operates Crystal Food
Services(TM) which provides upscale catering, cafeteria
management, office coffee, vending and concessions; Primo Banquet
Catering and Conference Centers; McNamara(R) Florist and Enflora -
- Flowers for Business(R).

Marsh is a publicly held company whose stock is traded on the
NASDAQ National Market System (MARSA and MARSB).

                        *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on Marsh Supermarkets Inc. The corporate credit rating
was lowered to 'B+' from 'BB-'. The outlook is stable.
Approximately $187 million of debt is affected.

The rating action reflects the company's continued weak sales and
earnings due to competitive store openings and the weak economy.
While Marsh continues to reduce costs and lower debt levels, weak
operating trends have resulted in EBITDA coverage of interest
trending in the mid-1x area, compared with 2x in 2001. In
addition, total debt to EBITDA is trending over 6.0x, compared
with 4.4x in 2000. The stable outlook assumes somewhat weak
operating trends may continue through the remainder of 2003,
but will begin to at least stabilize early in 2004.


MCWATTERS MINING: Has Until March 31 to Submit Proposal Under BIA
-----------------------------------------------------------------
McWatters Mining Inc. announces that it has obtained, from the
Quebec Superior Court, a time extension, until March 31, 2004, to
submit a proposal to its creditors under the Bankruptcy and
Insolvency Act.  

This extension will allow the Company to continue the sale
process of a partial or total interest in its Sigma-Lamaque
Mining Complex. McWatters will also examine all other possible
alternatives that could lead to a resumption of the Sigma-Lamaque
Complex.


MEDCOMSOFT INC: Launching New EMR Product at Orlando Conference
---------------------------------------------------------------
MedcomSoft Inc. (TSX - MSF) announced that it will unveil its new
EMR product code-named at the "Healthcare Information and
Management Systems Society" conference and exhibition in Orlando
on February 24th, 2004. MedcomSoft new product could potentially
revolutionize the way "Secure", "Intelligent", "Complete" and
"Detailed" clinical records can follow patients to virtually any
point of care allowing providers, using a variety of different
systems, to instantaneously aggregate and analyze any and all the
patient data related to any of his conditions before the  
administration of further care. The adoption and use of this new
product could very rapidly contribute to a dramatic decrease in
medical errors, a decrease in redundant tests or duplication of
procedures and a leapfrog towards the interoperability and
portability of patient charts as described and mandated by the
U.S. Administration "Health Insurance Portability and
Accountability Act" (HIPAA).

Detailed information, presentations and press interviews will be
provided at MedcomSoft exhibit in booth No. 5312 at HIMSS starting
February 24th.

MedcomSoft Inc. designs, develops and markets cutting-edge
software solutions to the healthcare industry. MedcomSoft has
pioneered the use of codified point of care medical terminologies
and intelligent pen-based data capture systems to create a new
generation of electronic medical records. As a result of
MedcomSoft innovations, physicians and managed care organizations
can now securely build and exchange complete, structured and
homogeneous electronic patient records. MedcomSoft applications
are written with the latest Microsoft tools to run on the Windows
platform (Windows 2000 & XP), operate with MS SQL Server 2000(TM),
support MS Terminal Server and fully integrate with MS Office
2003, Exchange and Outlook(R). MedcomSoft applications are fully
compatible with Tablet PCs and wireless technology.

On June 30, 2003, the company's current debts exceeded its
current assets by around $2.3 million. Net capital deficiency for
that same period is $2.1 million.


MEDMIRA INC: Closes Acquisition of Seneca Equities in Canada
------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR) completion of the acquisition of
100% of the outstanding common shares of Seneca Equities Corp. of
Calgary, Alberta, completing a qualifying transaction for Seneca.
The combined companies will continue to operate under the MedMira
name. While the transaction has received conditional approval, the
acquisition is subject to the final approval of the TSX Venture
Exchange and compliance with the requirements of applicable
securities laws.

The transaction, valued at $314,179 represents the net cash
position of Seneca. MedMira will issue 293,626 common shares and
common share rights, at a price of $1.07 in exchange for 100% of
the outstanding common shares of Seneca. This price represents a
26% premium, based on the February 11, 2004, closing price of
MedMira shares.

The common share rights, which must be exercised within 30 days,
entitle the holder to purchase one common share of MedMira at an
exercise price of $0.96 and to receive one common share warrant.
The warrants have a 1-year term and entitle the holder to purchase
one common share at price on $1.07.

"We're very pleased to have the opportunity to invest directly in
MedMira," said Joe Giuffre, President of Seneca, "as we believe
the company has a bright future, with a versatile health
technology that is beginning to have success in major markets
throughout the world."

"We see this as a great opportunity to further expand our
considerable shareholder base in western Canada," said Stephen
Sham, Chairman and CEO of MedMira, "and we take this to be a
strong vote of confidence by sophisticated investors in the
company and in the potential of our expanding product line."

MedMira (www.medmira.com) is a commercial biotechnology company
that develops, manufactures and markets qualitative, in vitro
diagnostic tests for the detection of antibodies to certain
diseases, such as HIV, in human serum, plasma or whole blood. The
United States FDA and the SFDA in the People's Republic of China
have approved MedMira's Reveal(TM) and MiraWell(TM) Rapid HIV
Tests, respectively.

All of MedMira's diagnostic tests are based on the same flow-
through technology platform, thus facilitating the development of
future products. MedMira's technology provides a quick (under 3
minutes), accurate, portable, safe and cost-effective alternative
to conventional laboratory testing.

At October 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about C$3 million.


M & G LEASING INC: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: M & G Leasing Inc.
        1136 North Garfield
        Lombard, Illinois 60148

Bankruptcy Case No.: 04-04985

Type of Business: The Debtor has ownership of property for lease
                  to tenants.

Chapter 11 Petition Date: February 10, 2004

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Thomas F. Howard, Jr., Esq.
                  129 Fairfield Way Suite 200
                  Bloomingdale, IL 60108
                  Tel: 708-893-0440

Total Assets: $1,526,000

Total Debts:  $2,060,456

Debtor's 14 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
DuPage County Treasurer       Real Estate Taxes          $13,000

Pesavanto & Pesavanto, Ltd.   Accounting Service          $3,000

Jo Davies County Treasurer    Real Estate Taxes           $2,600

Commonwealth Edison           Electricity                   $400

Eagle Ridge Realty            Realtor                       $350

Village of Lombard            Sewer & Water                 $300

Linda Hoftender               Cleaning                      $300

Spring Creek TH Assoc.        Association dues              $228

Spring Creek TH Assoc.        Building insurance            $228

Galena Territory Utilities    Water                         $200

Ferrel Gas                    Gas                           $100

Direct TV                     Cable TV                       $80

Jo-Carroll Electric           Electric                       $40

Ameritech                     Telephone                      $30


MILACRON INC: S&P Hatchets Low-B Corp. Credit Rating to Junk Level
------------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Milacron Inc. to 'CCC' from 'B-' and lowered its other
ratings on the company. Ratings remain on CreditWatch, where they
were on Nov. 5, 2003, but the implication was revised to
developing from negative on continuing concerns about the
company's debt maturities.

"Ratings would be lowered further if the March maturities are not
paid or if actions to reduce debt involve exchanges that we
consider a constructive default," said Standard & Poor's credit
analyst Robert Schulz. "Should Milacron be successful in meeting
debt maturities without impairing creditors, while maintaining
adequate liquidity, ratings could be raised modestly."

Cincinnati, Ohio-based Milacron, a leader in the plastics
machinery sector, had total debt of about $323 million at Dec. 31,
2003.

The company announced that it continues to discuss various options
to meet debt maturities and stated that the outcome is likely to
involve the significant dilution of the existing common equity
holders. While the company has said that it intends to refinance
the bank facility and accounts receivable facility, Standard &
Poor's believes some options for debt reduction could include
exchanges that Standard & Poor's would consider to be a
constructive default. Near-term debt maturities include the
company's revolving credit facility (maturing March 2004),
accounts receivables securitization program (maturing Feb. 27,
2004), and $115 million in March 2004 public debt. The company
also has an April 2005, A?115 million maturity.

Milacron is the leader in the plastics machinery sector--Milacron
is mostly No. 1 in North America and No. 2 or No. 3 in Europe and
Asia for injection molding, blow molding, extrusion, and mold
bases and also sells metalworking fluids, a more stable and
solidly profitable sector.

The company's liquidity is marginal. Milacron announced that the
banks participating in the company's sale of receivables program
had agreed to extend the liquidity facility related to that
program to Feb. 27, 2004. In addition, the receivables purchase
agreement has been amended to mature on Feb. 27, 2004.


MILFORD CONNECTICUT: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Milford Connecticut Associates, L.P.
        c/o United States Land Resources, LP
        237 South Street
        Morristown, New Jersey 07962

Bankruptcy Case No.: 04-30511

Chapter 11 Petition Date: February 6, 2004

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Berger & Bornstein                          $40,296

Cummings & Lockwood                         $10,344

The Hamilton Group                          $27,467

City of Milford                            $155,091

Raminussen Construction                    $103,466


MILLBROOK PRESS: Section 341(a) Meeting Will Convene on March 15
----------------------------------------------------------------
The United States Trustee will convene a meeting of Millbrook
Press, Inc.'s creditors on March 15, 2004, at 9:00 a.m., in the
Bankruptcy Meeting Room located at One Century Tower, 265 Church
Street, Suite 1104, New Haven, Connecticut 06510-7017. 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 Brookfield, Connecticut, Millbrook Press, Inc. --
http://www.millbrookpress.com/-- is a publishing children's non-
fiction books in hardcover and paperback for schools, libraries
and consumer markets.  The Company filed for chapter 11 protection
on February 6, 2004 (Bankr. Conn. Case No. 04-50145).  Jed
Horwitt, Esq., at Zeisler and Zeisler represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $8,000,000 in total assets and $9,000,000
in total debts.


MILLER INDUSTRIES: Shareholders Okay Proposed Debt-for-Equity Swap
------------------------------------------------------------------
Miller Industries, Inc. (NYSE: MLR) announced that its
shareholders approved the previously announced conversion of
subordinated debt and warrants owned by Harbourside Investments,
LLLP, an entity controlled by executive officers of the Company,
at the shareholders meeting held Thursday.  

Such approval satisfies the last remaining condition to the
conversion of certain subordinated debt and warrants of the
Company held by Harbourside and Contrarian Funds, LLC, as was
described in the Company's proxy statement dated January 23, 2004.  
The shareholders also approved the reelection of all the current
members of the Board to a new term and approved the Non-Employee
Director Stock Plan that was also described in the proxy
statement.

Jeffrey I. Badgley, President and Co-CEO of the Company said,
"With the approval of this final part of the conversion of our
debt, our refinance plan is complete.  We can now focus our
attention on returning our company to profitability."

Miller Industries, Inc. is the world's largest manufacturer of
towing and recovery equipment.  The Company markets its towing and
recovery equipment under a number of well-recognized brands,
including Century, Vulcan, Chevron, Holmes, Challenger, Champion
and Eagle.

                          *    *    *

                      Refinancing Efforts

As reported in Troubled Company Reporter's November 21, 2003
edition, the Company announced that on October 3, 2003, the
Company entered into a letter agreement with a large financial
institution pursuant to which such lender confirmed its interest
in providing up to $53 million of financing in order to refinance
the Senior Credit Facility and the Junior Credit Facility.

The agreement does not constitute a commitment or undertaking to
provide financing, and is subject to completion of due diligence
and other conditions.  Thus, there can be no assurance that this
new credit facility will be consummated.  The lender is continuing
its due diligence process and, if the transaction proceeds to
closing, the Company continues to anticipate the closing occurring
by year end 2003.

The Company is in the process of negotiating with Contrarian
Capital, Greenwich, Connecticut, the terms of an agreement under
which the holders of all of the subordinated notes of the Company
would convert all obligations under such notes in excess of
approximately $9.7 million into shares of common stock of the
Company.  Such equity conversion would be at an exchange ratio
equal to the average closing prices of the Company's common stock
during the fourth quarter of 2003.  Such conversion would occur
simultaneously with and be conditioned upon the closing of the
proposed new senior credit facility described above. This
reduction of debt is necessary for the new senior facility as
currently proposed to be adequate for the Company's borrowing
needs. The conversion into equity of approximately 44% of such
debt obligations is further conditioned upon approval of the
shareholders of the Company because these shares would be issued
to a partnership controlled by certain executive officers and
directors of the Company.  It is contemplated that the
shareholders meeting to consider this matter will be held on
Tuesday, December 23, 2003.  There is no definitive agreement
regarding this transaction at this time and there can be no
assurance that any such agreement will actually be entered into.

On October 31, 2003, William G. Miller, the Chairman of the Board
and Co-CEO of the Company, made a $2,000,000 loan to the Company
as a part of the existing senior credit facility.  In conjunction
with such investment, the senior credit facility lender group
entered into a forbearance agreement with the Company where they
agreed to forebear from pursuing any remedies resulting from the
Company's default under the senior credit agreement through
December 31, 2003.  As a result of Mr. Miller's additional
investment, the Company realized increased borrowing availability
under the senior credit agreement, the default interest rate was
lowered by 2% and certain monthly amortization payments were
deferred until December 31, 2003.  In addition, the prepayment
penalty of 1% was waived in the event that refinancing was
completed before year-end December 31, 2003.


MIRANT CORP: Obtains Go-Signal to Enter into Sleeving Transactions
------------------------------------------------------------------
Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
recalls that by Court Order dated August 27, 2003, the Mirant
Corp. Debtors are authorized to:

   -- engage in Trading Activities in the ordinary course of
      business pursuant to the terms of the Prepetition Trading
      Contracts;

   -- assume numerous Prepetition Trading Contracts under
      Section 365(a) of the Bankruptcy Code; and

   -- secure the Debtors' obligations under the Prepetition
      Trading Contracts with first-priority liens and security
      interests on any collateral.

                     The Maryland Proceeding

Mirant Mid-Atlantic LLC participated in a proceeding styled as
"In the Matters of the Commission's Inquiry Into the Competitive
Selection of Electricity Supplier/Standard Offer Service" before
the Public Service Commission of Maryland.  On September 30,
2003, the Commission entered an order setting forth the
requirements and processes of the Standard Offer Services by
Maryland's investor-owned electric utilities, which governs the
sale of power to the utilities.  

According to Mr. Peck, the Order was entered in connection with
the "Phase II Settlement" -- consisting of the Phase II
Settlement Agreement and attachments like the Full Requirements
Service Agreement -- which sets forth the terms of wholesale
electric power supply procurement for the Standard Offer Services
in Maryland.  Mirant Mid-Atlantic argues that the FRSA unfairly
discriminates against the Debtors by requiring that a prevailing
bidder represents that it is not in, or contemplating,
bankruptcy.  Mirant Mid-Atlantic argues that the prohibition of
any supplier that is in, or contemplating, bankruptcy from
executing the FRSA operates to exclude it from selling power to
the Maryland utilities.  In determining that the FRSA's
preclusion of bankrupt suppliers from directly bidding in to the
Standard Offer Services process is reasonable, the Commission was
persuaded by expert testimony that while a bankrupt supplier may
be prohibited from directly selling power to Maryland utilities,
the nature of bulk power markets virtually guarantee that
bankrupt suppliers will be able to indirectly participate in the
market through the use of a practice commonly known as
"sleeving."

                    The Sleeving Transactions

As is typical in the industry, Mr. Peck relates, a trading and
marketing company must maintain an acceptable creditworthiness or
provide acceptable credit support, generally in the form of
letters of credit, collateral or prepayments.  Given the Debtors'
impaired prepetition creditworthiness, these traditional forms of
credit support were still unacceptable to certain counterparties.  
Hence, the Debtors were sometimes foreclosed from transacting
directly with those counterparties and required to utilize the
common practice of "sleeving" to participate in desirable
transactions.

Mr. Peck explains that a sleeving transaction -- also known as a
"back-to-back" transaction -- is a method that allows a company
to indirectly participate in desirable transactions for the
purchase or sale of energy when its creditworthiness would
otherwise prevent direct participation.  Simply put, a party with
lesser credit (Party X) would pay a "Sleeving Fee" to a party
with good credit so that the Conduit Counterparty would stand in
the middle between Party X and a third party (Party W).  The
Conduit Counterparty would enter into a transaction directly with
Party W and an almost identical transaction with Party X.

As with ordinary trading contracts, the Debtors will be required
to post collateral in connection with the Sleeving Transaction.  
The amount of collateral that the Debtors expect to be required
to post may be based on two separate concepts:

   (1) The Conduit Counterparty may require an initial amount of
       collateral to be posted, which amount will be
       commercially reasonable and consistent with the Debtors'
       past practices and similar market transactions; and

   (2) If the contract becomes "out of the money" as to the
       Debtors, the Debtors may be required to post additional
       collateral according to a formula agreed upon by the
       parties and described in the contract.  At this time, the
       Debtors cannot determine with certainty the amount of
       collateral that will be posted.  However, if the Debtors
       enter into a Sleeving Transaction, the amount of
       collateral the Debtors would post would be commercially
       reasonable, consistent with their ordinary course of
       business, their past transactions, the Final Order, and
       the Risk Management Policy approved by the Court.

Upon commencement of their Chapter 11 cases, Mr. Peck tells the
Court that certain counterparties indicated an unwillingness to
conduct business with the Debtors because of their Chapter 11
cases.  Given the exclusion by certain markets of participation
by entities in bankruptcy, other counterparties -- like those in
the Maryland market subject to the Phase II Settlement Agreement
for Standard Offer Services -- have been unable to conduct
business with the Debtors.  Thus, to operate their business, the
Debtors regularly executed sleeving transactions to fully
participate in the marketplace.

                       The Maryland Auction

The Debtors wish to participate in an auction to bid for the
right to supply energy to Maryland utilities through one or more
Sleeving Transactions.

Mr. Peck contends that the Debtors' participation in the Maryland
Auction is important as that is the only way for them to sell
energy to the Maryland market, thereby allowing the Debtors to
hedge the generation created by their assets.

A bid, once accepted, becomes a binding contract.  However, the
Debtors do not have the ability to obtain an accepted bid and
thereafter file a request to have that bid approved by the Court.  
The Debtors must obtain Court approval prior to the Maryland
Auction to ensure Conduit Counterparties that:

   -- they have the authority to submit bids that, if accepted,
      will be valid and enforceable contracts; and

   -- the associated Sleeving Fees are approved.

Thus, by this motion, the Debtors seek the Court's authority to:

   (i) enter into one or more "sleeving transactions" for the
       sale of energy not to exceed a daily aggregate notional
       value of $300,000,000 with the Conduit Counterparties in
       the Maryland market, pursuant to Section 363 of the
       Bankruptcy Code; and

  (ii) grant to the Conduit Counterparties collateral
       protections and certain remedies and enforcement rights.

                    The Collateral Rights

The Debtors propose to provide these collateral protections and
rights to the Conduit Counterparties:

   * Conduit Counterparties will each be granted, for their own
     benefit, effective without the necessity of the execution
     by the Debtors, or filing, of security agreements, pledge
     agreements, mortgages, financing statements or otherwise
     enforceable first priority liens and security interests on
     any collateral, including, without limitation, initial,
     maintenance or variation margin or payments in advance and
     whether in the form of cash, letters of credit under the
     existing DIP Facility or otherwise provided to the Conduit
     Counterparty; and

   * Solely with respect to Conduit Counterparties, the
     automatic stay provisions of Section 362 of the Bankruptcy
     Code will be vacated and modified to the extent necessary
     to allow immediate and unconditional enforcement of remedies
     by any Conduit Counterparty upon the occurrence of any
     default under the Sleeving Transactions by the Debtors
     and the Conduit Counterparties rights thereunder will not
     be modified, stayed, avoided or otherwise limited by order
     of the Bankruptcy Court or any court proceeding under the
     Bankruptcy Code.  The Debtors will waive the right and will
     not seek relief, including without limitation under Section
     105(a) of the Bankruptcy Code, to the extent that any the
     relief would in any way restrict or impair the rights of
     any Conduit Counterparties under the Sleeving Transactions;
     provided that the waiver will not preclude the Debtors from
     contesting whether a default has occurred under any Sleeving
     Transaction.

Mr. Peck clarifies that the request will not relieve the Debtors
of their obligations to report to the Committees under the Risk
Management Policy had they otherwise entered into the transaction
without sleeving.

Mr. Peck argues that the Debtors should be allowed to enter into
the Sleeving Transactions in the ordinary course of business and
under Section 363 because:

   (a) the Conduit Counterparties have indicated a strong desire
       for Court approval to ensure that the Sleeving Fee and
       the posting of collateral are authorized;

   (b) sleeving is common practice in the wholesale energy
       marketplace;

   (c) without the authority, the Debtors' ability to hedge
       their asset generation in and around the Maryland market
       will be diminished and, thus, expose the Debtors to
       unnecessary risk; and

   (d) the Debtors will only enter into a Sleeving Transaction
       if it is commercially reasonable to do so.

                       *   *   *

Judge Lynn authorizes the Debtors to enter into Sleeving
Transactions and to give collateral protections to Conduit
Counterparties; provided that the Debtors will consult with all
the statutory committees regarding the business terms of the
Sleeving Transactions and the agreements with the Conduit
Counterparties.  Moreover, the Court rules that all realized
gains and losses under a Sleeving Transaction or a Conduit
Counterparty transaction, and all liabilities incurred in
connection therewith, will be allocated to the Debtor whose
benefit the transaction was entered into, rather than the actual
Debtor-counterparty to the Sleeving Transaction or Conduit
Counterparty transaction. (Mirant Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MONITRONICS INT'L: Dec. 31 Net Capital Deficit Balloons to $55MM
----------------------------------------------------------------
Monitronics International, Inc., a leading national provider of
security alarm monitoring services, announced its financial
results for the second quarter ended December 31, 2003.

                    Second Quarter Results

Total revenues increased $6.7 million, or 22% to $37.5 million in
the three months ended December 31, 2003 from $30.8 million in the
three months ended December 31, 2002.

Earnings before interest, taxes, depreciation and amortization for
the three months ended December 31, 2003 was $26.9 million, an
increase of 27% from $21.1 million for the three months ended
December 31, 2002.

The Company reported a net income of $0.3 million for the three
months ended December 31, 2003 compared to net income of $0.8
million for the same period last year.

                       Six Months Results

Total revenues increased $12.6 million, or 21% to $73.4 million in
the six months ended December 31, 2003 from $60.8 million in the
six months ended December 31, 2002.

Earnings before interest, taxes, depreciation and amortization for
the six months ended December 31, 2003 was $52.5 million, an
increase of 25% from $42.1 million for the six months ended
December 31, 2002.

The Company reported a net loss of $4.1 million for the six months
ended December 31, 2003 compared to net income of $1.9 million for
the same period last year.  The decrease was attributable to
expenses incurred in connection with our refinancing completed
August 25, 2003.

On August 25, 2003, the Company issued $160.0 million of senior
subordinated notes and entered into a new credit facility
agreement comprised of a $175.0 million term loan and a $145.0
million revolving credit facility. Proceeds from the note issuance
and borrowings under our new credit facility were primarily used
to repay the $298.6 million outstanding under our prior credit
facility, to repay our $12 million senior subordinated notes, and
to repay $20.5 million of our subordinated notes.  As of
December 31, 2003, this refinancing resulted in $120.2 million
being available to help grow the Company.

                    Operations Perspective

"The higher than expected account purchase rate experienced in the
summer months was not expected to carry over in the following
quarters.  This in fact was the case in that we purchased the
scheduled 18,820 accounts in the second quarter compared to 35,360
accounts in the first quarter.  Monitronics perceives the
residential security market to be stable and growing, and the
Company to be well positioned in this market," said James R. Hull,
Chief Executive Officer of Monitronics.

"The Company's attrition rate decreased to 11.0% for the 12 months
ended December 31, 2003 from 13.3% for the 12 months ended
December 31, 2002.  We believe the decrease in our attrition rate
resulted from our continued focus on increasing customer
satisfaction, combined with the aging of our overall portfolio,"
concluded Hull.

Monitronics International, Inc.'s December 31, 2003 balance sheet
shows a working capital deficit of about $18 million, and a total
shareholders' equity deficit of about $55 million.


MOTOR COACH: S&P Drops Credit & Sr. Secured Debt Ratings to CCC
---------------------------------------------------------------  
Standard & Poor's Rating Services lowered its corporate credit and
senior secured debt ratings on Schaumburg, Illinois-based Motor
Coach Industries International Inc. to 'CCC' from 'B-'. Standard &
Poor's also lowered its subordinated debt rating on Motor Coach to
'CC' from 'CCC'. The ratings remain on CreditWatch with negative
implications, where they were first placed on Sep. 3, 2003. Total
outstanding debt is about $520 million.

According to credit analyst Daniel Di Senso, the ratings downgrade
and continued CreditWatch listing reflect concern over the
increased possibility that Motor Coach, North America's leading
manufacturer of intercity coaches, might default on its debt
obligations due to weak cash-flow generation, the result of
continued, depressed private sector demand. Standard & Poor's has
not yet received Motor Coach's third- or fourth-quarter 2003
financial statements; any failure on the company's part to deal
successfully with loan covenant issues could result in
acceleration of the bank loan.

"Motor Coach's near-term operating outlook is uncertain, as
available credit to independent tour and charter operators is
constrained and financial problems are affecting national fleet
operators," said Mr. Di Senso. "Moreover, public sector demand has
diminished and returned to a more normal level following
completion of shipments to major customers. Standard & Poor's
expected robust demand from the public sector to last long enough
to allow for the recovery of the larger private sector," he
concluded.  

To determine the possible impact on credit quality, Standard &
Poor's will meet with management to review near-term prospects for
both the industry and Motor Coach; the company's operating plan;
and the potential recapitalization steps that will ease financial
stress.


MTS INCORPORATED: Files Prepackaged Chapter 11 Plan in Delaware
---------------------------------------------------------------
MTS Incorporated and its parent holding company Tower Records,
Incorporated, along with their debtor-affiliates, filed their
Joint Chapter 11 Plan of reorganization and a Disclosure Statement
explaining their plan with the U.S. Bankruptcy Court for the
District of Delaware.  A full-text copy of the Debtors' Disclosure
Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=040212191912

The Debtors' Plan classifies claims and interests in six groups:

  Class/Description    Treatment
  -----------------    ---------
  Class 1 - Priority   Unimpaired; will be paid in full, in
    Claims             cash, at the Debtors' option:   
                         i) on the Effective Date,
                        ii) on the date such Claim becomes an
                            Allowed Claim or
                       iii) in the ordinary course of business
                            as such claims become due.

  Class 2 - Secured    Unimpaired; will retain, unaltered, their
    Claims             original legal, equitable and contractual
                       rights except that we may take such
                       actions as are permitted under Bankruptcy
                       Code Section 1124.

  Class 3 - General    Unimpaired; the legal, equitable and
    Unsecured Claims   contractual rights shall be unaltered by
                       the Plan, except that the Debtors may
                       take any actions as are permitted.

  Class 4, Claims      Impaired; will receive, in the aggregate,
    of Holders of      their Pro Rata Share of
    Notes              i) (a) $30 million in aggregate principal  
                              amount of New Notes and
                          (b) 8,500,000 shares of New Common
                              Stock, or
                       ii) in the event that an M&A Transaction
                           is effected, consideration that is
                           economically consistent with what
                           they would have received had the
                           Restructuring taken place immediately
                           before the M&A Transaction.

  Class 5, Class B     Impaired; will retain its shares, which
    Common Stock       will represent 15% of the equity in the
                       Company issued and outstanding after the
                       Effective Date.

  Class 6 -- Other     Unimpaired; will retain their Interests.
    Interests
                      
Headquartered in West Sacramento, California, MTS, Incorporated --
http://www.towerrecords.com/-- is the owner of Tower Records and  
is one of the 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.            


NATIONAL EQUIPMENT: Emerges from Chapter 11 Bankruptcy
------------------------------------------------------
National Equipment Services, Inc. (NES Rentals), one of the
largest equipment rental companies in the United States, emerged
from Chapter 11 bankruptcy protection Wednesday last week.

NES grew by acquiring 42 companies between 1996 and 2001. At the
time of the bankruptcy protection filing on June 27, 2003, the
company was operating under an $800 million debt burden. The
confluence of an economic downturn with maturing bank and bond
debt led to the need for reorganization. NES retained Carl Marks
Consulting Group, one of the country's leading corporate
revitalization firms, to work with NES management to develop and
implement its turnaround and restructuring strategy.

NES management and Carl Marks Consulting Group undertook a number
of actions during the reorganization, such as analyzing the
company's core business, improving management of NES' fleet of
45,000 pieces of equipment, and implementing significant cost
reductions including the consolidation of back office operations.
Total NES revenues for 2003 are expected to exceed $550 million.

The reorganization plan, approved by the bankruptcy court on
January 23, 2004, includes a new three-year, $496 million exit
loan facility from a bank group led by Wachovia. A portion of the
exit loan will be used for capital expenditures to revitalize the
NES rental fleet. NES eliminated approximately $275 million in
debt from its balance sheet as bondholders agreed to convert to
approximately 97.5 percent equity ownership in the company.

"We are very excited with the momentum that has been created,"
said Michael Milligan, chief financial officer of NES Rentals.
"NES is in the right position to continue improving our services,
building our brand name and increasing operational efficiencies.
NES has been very fortunate to have been able to draw upon the
expertise and leadership of Carl Marks Consulting Group to help
get the company to this point."

"A new board of directors for NES will be announced by the end of
next week, and the board will elect the company's new CEO," said
Duff Meyercord, a partner at Carl Marks Consulting Group. Under
their direction, an executive search firm has been retained to
identify CEO candidates. Working with the board, it is anticipated
that the new CEO search will be completed by late March or early
April. The board and CEO will bring the new executive leadership
into place, at which point in time Duff Meyercord will complete
his duties as NES' chief restructuring advisor. Douglas Booth, a
managing director with Carl Marks Consulting Group and NES interim
chief operating advisor, will retain some responsibilities through
the completion of the transition. Michael Milligan will remain as
CFO.

"We are very pleased with the progress of NES. We're confident NES
will meet and exceed its planned goals as it exits bankruptcy and
moves forward," said Booth.

NES is the fourth largest company in the $25 billion equipment
rental industry. The company focuses on renting specialty and
general equipment to industrial and construction end-users. It
rents more than 750 types of machinery and equipment, and
distributes new equipment for nationally recognized original
equipment manufacturers. NES also sells used equipment as well as
complementary parts, supplies and merchandise, and provides repair
and maintenance services to its customers. In addition to the
rental business NES is the second largest supplier of traffic and
safety services to the construction industry. The company is a
leading competitor in each geographic market it reaches, from its
approximately 160 locations in 34 states and Canada.

For more information on NES, visit http://www.nesrentals.com/

The Carl Marks Consulting Group, LLC is one of the country's
leading turnaround and corporate revitalization firms. Carl Marks
Consulting Group is an affiliate of Carl Marks & Co., a leading
merchant bank founded in 1925 in New York. For more information,
please visit the company's Web site at http://www.carlmarks.com/


NERVA LTD: Fitch Cuts Class A Floating-Rate Notes' Rating to CCC
----------------------------------------------------------------
Fitch Ratings has downgraded the following class of notes issued
by Nerva Ltd., a collateralized debt obligation synthetically
referencing predominantly asset-backed securities:

        -- $500,652,579 class A floating-rate notes due 2014 to
           'CCC' from 'B'.

In conjunction with the downgrade, Fitch has removed the class A
notes from Rating Watch Negative.

The class A notes 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 additional reference assets
becoming subject to credit events and lowered recovery estimates
on credit event/imminent credit event securities subsequent to
Fitch's rating action in December 2002.

As of Fitch's December 26, 2002 rating action, 22.79% of Nerva's
reference portfolio was subject of credit events per the
transaction's governing documents. As part of its analysis, Fitch
considered an additional 7.96% of the portfolio to imminently
become subject of credit events.

As of February 12, 2004, 33.30% of Nerva's reference portfolio was
subject of credit events, reflecting an absolute increase of
10.51% compared to the December 26, 2002, figure mentioned above.
While the percentage of the portfolio that became subject of
credit events was generally consistent with Fitch's expectations,
Fitch has lowered its weighted average recovery estimate for
credit event/imminent credit event obligations considered in
December 2002 from 20% of par to 7.71% of par for credit event
obligations referenced as of February 12, 2004 after incorporating
updated input from Barclays Bank Plc, which acts as swap
counterparty and portfolio manager, and other market sources.


NET PERCEPTIONS: Special Shareholders' Meeting Set for March 12
---------------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) has set Friday, March 12, 2004
as the date for its special meeting of stockholders at which
stockholders will consider and vote upon a proposal to approve and
adopt a plan of complete liquidation and dissolution of the
Company.

The special meeting will be held at the Company's headquarters
located at 7700 France Avenue South, Edina, Minnesota and will
begin at 10:00 a.m. Central Standard Time. Stockholders of record
as of January 13, 2004, the record date for the special meeting,
will be entitled to receive notice of and to vote at the special
meeting. In connection with the special meeting, the Company has
filed with the Securities and Exchange Commission, and is mailing
to stockholders, a definitive proxy statement and related
materials relating to the plan of liquidation.

        Additional Information About the Plan of Liquidation
                       and Where to Find It

In connection with the proposed plan of complete liquidation and
dissolution, on February 12, 2004, the Company filed with the SEC
a definitive proxy statement and other relevant materials.
SECURITY HOLDERS OF THE COMPANY SHOULD READ THE PROXY STATEMENT
AND THE OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PLAN OF LIQUIDATION.
Investors and security holders may obtain a copy of the proxy
statement and such other relevant materials, and any other
documents filed by the Company with the SEC, for free at the SEC's
Web site at http://www.sec.gov/or at no charge from the Company  
by directing a request to: Net Perceptions, Inc., 7700 France
Avenue South, Edina, Minnesota 55435, Attention: President.

The Company and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the
Company's stockholders with respect to the proposed plan of
complete liquidation and dissolution. Information regarding the
direct and indirect interests of the Company's executive officers
and directors in the proposed plan of complete liquidation and
dissolution is included in the definitive proxy statement filed
with the SEC in connection with such proposed plan.

                         *    *    *

                     Plan of Liquidation

In its latest Form 10-Q filed for period ended September 30, 2003,
Net Perceptions reported:

"The condensed consolidated financial statements were prepared on
the going concern basis of accounting, which contemplates
realization of assets and satisfaction of liabilities in the
normal course of business. On October 21, 2003, the Company
announced that its Board of Directors had unanimously approved a
Plan of Complete Liquidation and Dissolution which will be
submitted to the Company's stockholders for approval and adoption
at a special meeting of stockholders to be held as soon as
reasonably practicable. If the Company's stockholders approve the
Plan of Liquidation, the Company will adopt the liquidation basis
of accounting effective upon such approval. Inherent in the
liquidation basis of accounting are significant management
estimates and judgments. Under the liquidation basis of
accounting, assets are stated at their estimated net realizable
values and liabilities, including costs of liquidation, are stated
at their anticipated settlement amounts, all of which approximate
their estimated fair values. The estimated net realizable values
of assets and settlement amounts of liabilities will represent
management's best estimate of the recoverable values of the assets
and settlement amounts of liabilities.

"A preliminary proxy statement related to the Plan of Liquidation
was filed on Schedule 14A with the Securities and Exchange
Commission on November 4, 2003. The key features of the Plan of
Liquidation are (i) filing a Certificate of Dissolution with the
Secretary of State of Delaware and thereafter remaining in
existence as a non-operating entity for three years; (ii) winding
up our affairs, including selling remaining non-cash assets of the
Company, and taking such action as may be necessary to preserve
the value of our assets and distributing our assets in accordance
with the Plan; (iii) paying our creditors; (iv) terminating any of
our remaining commercial agreements, relationships or outstanding
obligations; (v) resolving our outstanding litigation; (vi)
establishing a contingency reserve for payment of the Company's
expenses and liabilities; and (vii) preparing to make
distributions to our stockholders."


NORTEK INC: Completes Sale of Ply Gem to Caxton-Iseman Capital
--------------------------------------------------------------
Nortek Holdings, Inc. and its wholly owned subsidiary Nortek,
Inc., a leading international designer, manufacturer and marketer
of high-quality brand name building products, announced the
completion of the sale of Ply Gem Industries, Inc., Nortek's
wholly-owned subsidiary, to investment vehicles associated with
Caxton-Iseman Capital, Inc.  

The transaction is valued at approximately $560 million.  Nortek
is owned by certain members of management and Kelso and Company,
L.P.

With its headquarters in Kearney, Missouri, Ply Gem manufactures
and distributes a range of products for use in the residential new
construction, do-it-yourself and professional renovation markets.  
Principal products include vinyl siding, windows, patio doors,
fencing, railing, decking and accessories marketed under the
Variform, Great Lakes, Napco, CWD and Kroy brand names.  Ply Gem's
2002 net sales were approximately $509 million.

Nortek (a wholly owned subsidiary of Nortek Holdings, Inc.) is a
leading international manufacturer and distributor of high-
quality, competitively priced building, remodeling and indoor
environmental control products for the residential and commercial
markets.  Nortek offers a broad array of products for improving
the environments where people live and work. Its products
currently include: range hoods and other spot ventilation
products; heating and air conditioning systems; vinyl products,
including windows and doors, siding, decking, fencing and
accessories; indoor air quality systems; and specialty electronic
products.

                          *    *    *

As previously reported in Troubled Company Reporter, Moody's
Investors Service assigned and confirmed ratings to Nortek,
Inc., with Stable outlook.

                         Rating Actions

      * B1 senior implied rating

      * B1 Issuer rating

      * Ba3 on the $200 million senior secured revolving credit
        facility due 2007

      * B1 on $175 million of 9.25% senior notes due 3/15/2007

      * B1 on $310 million of 9.125% senior notes due 9/1/2007

      * B1 on $210 million of 8.875% senior notes due 8/1/2008

      * B3 on $250 million of 9.875% senior subordinated notes
        due 6/15/2011

The ratings reflect Nortek's high debt leverage due to its
acquisition-based growth strategy and its negative tangible equity
of about $370 million at June 29, 2002.


NOVA CHEMICALS: Will Pay Quarterly Dividend on May 15, 2004
-----------------------------------------------------------
Notice is hereby given that the Board of Directors of NOVA
Chemicals Corporation has declared the following quarterly
dividend, payable on the 15th day of May, 2004, to shareholders of
record at the close of business on the 30th day of April, 2004.

    COMMON SHARES

    Common Shares, Dividend No. 40
    Dividend of $0.10 per share on the outstanding Common Shares.

NOVA Chemicals (S&P, BB+ Long-Term Corporate Credit Rating,
Positive) is a focused, commodity chemical company producing
olefins/polyolefins and styrenics at 18 locations in the United
States, Canada, France, the Netherlands and the United Kingdom.
NOVA Chemicals Corporation shares trade on the Toronto and New
York exchanges under the trading symbol NCX. Visit NOVA Chemicals
on the Internet at http://www.novachemicals.com/


NRG ENERGY: Inks Pact Allowing Entergy to Exercise Set-Offs
-----------------------------------------------------------
Entergy Gulf States, Inc., Entergy Services, Inc. and the NRG
Energy Debtors are subject to various payables and receivables
under certain agreements.  Entergy Services serves as agent for:

   * the Entergy Subsidiaries -- Entergy Arkansas, Inc.,
     Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
     Entergy New Orleans, Inc.; and

   * the Gulf States.

The Agreements between the parties are:

   * The Point to Point Agreement between Entergy Services, as
     agent to Gulf States and the Entergy Subsidiaries, and NRG
     Power Marketing, Inc.

        The Point to Point Agreement incorporates Entergy's Open
        Access Transmission Tariff.  Under the Point to Point
        Agreement, Gulf States and the Entergy Subsidiaries
        provide electric power transmission services to PMI
        whereby PMI is able to transmit electric power over
        Entergy's comprehensive geographical network of
        electricity poles, sub-stations, transmitters and related
        equipment.

   * The Western Systems Power Pool Agreement between Entergy
     Services and PMI

        Pursuant to the Power Agreement, Entergy Services and PMI
        engaged in multiple power trade agreements whereby
        Entergy Services and PMI buy and sell electric power
        amongst each other in order to assist in meeting their
        electric power requirements.

   * The Joint Ownership Participation and Operating Agreement
     between Gulf States and Louisiana Generating

        Gulf States and LaGen, as a successor-in-interest, share
        ownership of a coal-burning electric power generation
        facility located in or near New Roads, Louisiana, which
        is commonly known as the Big Cajun II Power Plant, Unit
        3.  Pursuant to their joint ownership in the Cajun Plant,
        Gulf States and LaGen are parties to the JOPOA.

        Under the JOPOA, LaGen manages and expends the necessary
        capital for the day-to-day operations of the Cajun Plant.  
        On a monthly basis, LaGen invoices Gulf States and Gulf
        States remits to LaGen payment for its share of monthly
        operating expenses.

   * The Network Integration Transmission Service Agreement
     between Gulf States and LaGen other related agreements.

        The NITSA also incorporates by reference the Tariff.  
        Pursuant to the NITSA, Gulf States and the Entergy
        Subsidiaries provide electric power transmission services
        to LaGen, enabling LaGen to transmit electric power over
        Entergy's comprehensive geographical network of
        electricity poles, sub-stations, transmitters and related
        equipment.

        As prepetition security for adequate assurance of future
        performance, Entergy Services, on behalf of Gulf States
        and the Entergy Subsidiaries, holds a $2,500,000 deposit,
        plus any interest, under the NITSA.

On May 16, 2003, the Court authorized the Debtors to pay the
prepetition claims of certain critical trade vendors.  Entergy is
the sole transmission provider from which LaGen can receive
transmission service to transmit power upon generation from its
own or contracted resources.  LaGen is wholly dependent on the
transmission service from Entergy in order to provide energy to
its electricity customers and Entergy is a critical vendor for
the ongoing business of LaGen.  The failure of LaGen to obtain
transmission service from Entergy would render LaGen unable to
meet its contractual obligations to supply energy to its
customers and would result in significant damage to LaGen, as
LaGen could not survive as an ongoing entity.  

Accordingly, the parties stipulate and agree that:

A. Payment Instructions

   The Debtors and Entergy will make all payments to each other
   at the applicable address as provided in the Agreements in
   immediately payable funds so that the payment is received by
   and the funds are available to the payee on or before the
   close of business on the applicable due date.  LaGen will
   replenish the Deposit.

B. Payments

   Prepetition Transactions
   ------------------------

   (a) PMI & Gulf States (through Entergy Services)
          Prepetition April PMI Transmission          ($173,727)
          Prepetition May PMI Transmission             (135,493)
          Prepetition PMI Impact Studies                   (660)
          Prepetition PMI Impact Studies                   (751)
          Prepetition April Invoice Power Sales         416,702
          Prepetition May Invoice for Power Sales       156,523
                                                     ----------
          TO PMI                                       $262,593
                                                     ==========

   (b) LaGen & Gulf States (through Entergy Services)
          April Gulf States Transmission              ($567,902)
          Prepetition May Gulf States Transmission     (258,556)
          June 2003 Settlement Payment                 (210,000)
          A&G Credit, April, May, June                  (23,527)
          Facility Rent Gulf States                      14,048
          "Deferred Charges Claim"-Gulf States(Due)    (186,675)
          Prepetition April Invoice for Unit 3        2,332,305
          Prepetition May Invoice for Unit 3            907,918
                                                     ----------
          TO LAGEN                                   $2,007,611
                                                     ==========

   (c) LaGen & Entergy Subsidiaries
       (through Entergy Services)
          April Entergy Subs Transmission           ($1,195,663)
          Prepetition May Entergy Subs Transmission    (544,326)
          Facility Rent - Entergy                        29,311
          "Deferred Charges Claim" -
             Entergy Subsidiares (Due)                 (389,483)
          Draw from Deposit                           2,100,161
                                                     ----------
                                                             $0
                                                     ==========

   (d) To be paid in the ordinary course
       pursuant to the original terms
          "Deferred Charges Claim" - Gulf States      ($373,350)
          "Deferred Charges Claim" - Entergy Subs      (778,696)
          A&G Credit                                    (15,685)
          Triton Settlement Payment - Dec 2003         (210,000)
                                                     ----------
          FROM LAGEN                                ($1,378,001)
                                                     ==========

   Postpetition Transactions
   -------------------------

   (a) Replenishment of the Deposit                 ($2,100,161)
                                                     ----------
          Transmission Deposit                      ($2,100,161)
                                                     ==========

   (b) Overdue Postpetition Amounts
          Postpetition May Gulf States Transmission    (313,961)
          Postpetition May Entergy Subs Transmission   (660,967)
          Postpetition May Invoice for Unit 3         1,092,949
          (additional amounts pending)         To be determined

C. The Point to Point Transmission Service Agreements

   As of the Petition Date, PMI owes Entergy Services $310,634
   under the Point to Point Agreement.  On the other hand, as of
   the Petition Date, Entergy Services owes PMI $573,225 under
   the Power Agreement.  As a result, the net amount Entergy
   Services owes PMI is $262,593.  Thus, Entergy Services may
   exercise its right to set off under Section 553 of the
   Bankruptcy Code the Power Marketing Receivable against the
   Power Marketing Payable.  Entergy Services will deliver the
   payment of the Power Marketing Net Receivable pursuant to the
   Payment Instructions without delay.

D. Agreement Between LaGen and Gulf States

   As of the Petition Date, LaGen owes Gulf States $1,246,661
   under the JOPOA and the NITSA.  Similarly, as of the Petition
   Date, Gulf States owes LaGen $3,254,272 under the JOPOA and
   the NITSA.  Thus, Gulf States may exercise its right to set
   off under Section 553 or otherwise recoup the LaGen Receivable
   against the LaGen Payable, resulting in a balance owed by Gulf
   States to LaGen under the JOPOA and the NITSA of $2,007,611.  
   Gulf States will deliver the payment of the LaGen Net
   Receivable without delay.

E. Agreement Between LaGen and the Entergy Subsidiaries

   As of the Petition Date, LaGen owes the Entergy Subsidiaries
   $2,129,472 under the JOPOA and the NITSA.  Similarly, as of
   the Petition Date, the Entergy Subsidiaries owe LaGen
   $29,311 under the JOPOA and the NITSA.  Thus, Entergy
   Subsidiaries may exercise their right to setoff under Section
   553 or otherwise recoup the LaGen Subsidiaries Payable against
   the LaGen Subsidiaries Receivable and $2,100,161 of the
   Deposit resulting in a net balance due and owing of $0.

F. Ordinary Course Payments

   Pursuant to the Agreements, Entergy assesses LaGen in the
   ordinary course of business certain charges on a deferred
   basis.  Under the Agreements, LaGen owes Gulf States and the
   Entergy Subsidiaries $1,378,001 in Deferred Charges and other
   expenses.  Pursuant to Critical Vendor Order, LaGen will
   deliver the payment of the LaGen Deferred Charges Payable to
   the appropriate Entergy affiliated entity pursuant to the     
   terms of the Agreements in the ordinary course of business.

G. Replenishment of Deposit As Adequate Assurance

   LaGen will replenish the $2,100,161 of the Deposit used for
   Recoupment without delay.  LaGen will replenish the Deposit
   via wire transfer, in immediately available funds so that the
   payment is received by and the funds are available to Entergy
   on or before the close of business on the applicable due date,
   as adequate assurance of ongoing payment.

H. Deposit As Adequate Assurance

   The Deposit will secure all of the Debtors' obligations under
   the Agreements and provide adequate assurance of payments
   pursuant to Section 366 of the Bankruptcy Code.

I. Postpetition Payments

   The parties will promptly pay any and all undisputed past due
   postpetition obligations under the Agreements and will pay
   other undisputed amounts in the ordinary course when and as
   they become clue.

J. Entergy is a Critical Vendor

   The Parties agree that Entergy is a Critical Vendor and as
   such, the Debtors will pay Entergy for any prepetition
   invoices as they become due and payable.

K. Releases and Reservation of Rights

   As Entergy is a Critical Vendor, LaGen releases any and all
   claims against Entergy arising under Chapter 5 of the
   Bankruptcy Code with respect to the payments to Entergy under
   the Agreements.

L. Default

   Occurrence of any one or more of these, if not cured within
   five business days of receiving notice from the other party,
   will constitute a Default under the Stipulation:

      (a) the failure of Entergy or the Debtors to comply with
          any of the material terms of the Stipulation;

      (b) the failure of Entergy or the Debtors to timely pay any
          of the obligations outlined in the Stipulation; and

      (c) the failure of LaGen to replace the $2,100,161 drawn by
          Entergy from the Deposit.

M. Remedies Upon Default

   Upon the occurrence of a Default by any party, the other party
   may enforce any remedy available under the relevant Agreement,
   at law or in equity.

N. Administrative Claim

   Entergy will have an allowed administrative expense claim
   under Section 503 of the Bankruptcy Code for any postpetition
   obligation under the Stipulation not paid when due; however,
   nothing in the Stipulation will elevate a prepetition claim of   
   Entergy subject to set-off or recoupment as authorized to an
   administrative claim under Section 503.

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


ONE PRICE CLOTHING: Has Until Mar. 12 to File Bankruptcy Schedules
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave One Price Clothing Store, Inc., and its debtor-affiliates an
extension of time to file their schedules of assets and
liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  The Debtors have until March 12, 2004 to file their
Schedules of Assets and Liabilities and Statements of Financial
Affairs.

Headquartered in Duncan, South Carolina, One Price Clothing
Stores, Inc. -- http://www.oneprice.com/-- operates a chain of  
off price specialty retail stores. These stores offer a wide
variety of contemporary, in-season apparel and accessories for the
entire family. The Company, together with its two affiliates,
filed for chapter 11 protection on February 9, 2004 (Bankr.
S.D.N.Y. Case No. 04-40329).  Neil E. Herman, Esq., at Morgan,
Lewis & Bockius, LLP represents the Debtors in their restructuring
efforts. When the Company filed for protection from its creditors,
it listed $110,103,157 in total assets and $112,774,600 in total
debts.


O'SULLIVAN INDUSTRIES: Dec. 31 Net Capital Deficit Widens to $150M
------------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (Pink Sheets: OSULP), a
leading manufacturer of ready-to- assemble furniture, announced
its fiscal 2004 second quarter and year to date operating results
for the period ended December 31, 2003.

Net sales for the second quarter of fiscal 2004 were $65.2
million, a decrease of 17.5% from sales of $79.1 million in the
comparable period a year ago. Year to date fiscal 2004 sales were
$136.7 million, a decrease of 9.3% from sales of $150.7 million in
the comparable period a year ago.

Operating income for the second quarter of fiscal 2004 was $3.3
million, or 5.0% of net sales, down from operating income of $8.1
million, or 10.3% of net sales, in the comparable period a year
ago. Year to date fiscal 2004 operating income was $7.1 million,
or 5.2% of net sales, down from operating income of $16.0 million,
or 10.6% of net sales, in the comparable period a year ago. The
decrease in operating income was generally caused by lower sales
levels, lower production levels adversely affecting our fixed cost
absorption, changes in our customer mix, increasing raw material
prices and increased promotional activities with several of our
major retail partners.

Net loss for the second quarter of fiscal 2004 was $4.9 million
compared to net income of $2.0 million in the comparable period a
year ago. Year to date fiscal 2004 net loss was $12.2 million,
compared to net income of $3.5 million in the comparable period a
year ago. The current year to date net loss reflects the reduction
in operating income noted above. Net loss for this year was also
impacted by the non-cash write-off of debt issuance costs related
to the refinancing of our previous senior secured credit facility
of $3.3 million in September offset by a gain of $616,000 on the
repurchase of $4.0 million of our senior subordinated notes in
December. The net loss also reflects the recent adoption of an
accounting pronouncement, Statement of Financial Accounting
Standard No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity, that requires
dividends on our mandatorily redeemable senior preferred stock to
be recorded as interest expense.

EBITDA for the second quarter of fiscal 2004 was $7.2 million, or
11.0% of net sales, compared to EBITDA of $11.4 million, or 14.4%
of net sales in the comparable period a year ago. Year to date
fiscal 2004 EBITDA was $11.0 million, or 8.1% of net sales,
compared to EBITDA of $22.6 million, or 15.0% of net sales in the
comparable period a year ago. The current year EBITDA balance
reflects the sales shortfall and related decrease in gross margin
dollars. Further, the year to date EBITDA amount includes the $2.7
million in other financing costs for the write-off of debt
issuance costs and gain on the repurchase of the senior
subordinated notes.

                         Working Capital

Cash on hand at December 31, 2003 was $11.4 million compared to
$9.0 million in the prior year. Inventory at December 31, 2003
rose slightly to $50.4 million from $49.0 million in the prior
year. Accounts receivable at December 31, 2003 decreased to $29.3
million from $37.8 million in the prior year.

Net cash provided by operating activities for the six months
ending December 31, 2003 was $5.0 million, compared to net cash
provided by operating activities of $1.7 million in the comparable
period a year ago. Capital expenditures for the six months ending
December 31, 2003 were $540,000, down from the $2.7 million spent
in the comparable period a year ago.

Total debt at December 31, 2003 was $218.1 million compared to
$230.3 million in the comparable period a year ago. The December
31, 2003 balance reflects our previously announced $100 million
senior secured notes offering. At December 31, 2003 the borrowing
base on our revolver was $36.9 million. We have no outstanding
balances on our revolver and approximately $14.0 million in
outstanding letters of credit.

At December 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $150 million.

                      Management Comments

"O'Sullivan Furniture continues to work hard to meet the
challenging conditions of the RTA furniture marketplace," stated
Richard Davidson, president and chief executive officer of
O'Sullivan Furniture. "While we have had market share setbacks in
some portions of our traditional markets, many of our new product
initiatives are beginning to gain positive momentum. Some of the
highlights of our new product initiatives are as follows:

    * Our Intelligent Designs(R) commercial office furniture
      initiative is gaining momentum with the rollout of semi-
      custom product and special order kiosks to all stores and
      catalogs of one office superstore chain. In addition,
      another collection of semi-custom commercial office
      furniture has begun testing in over 300 stores and catalogs
      of another office superstore chain.  These rollouts occurred
      during our fiscal year 2004 third quarter.  Preliminary
      sales results are very encouraging.

    * Our Coleman(R) branded storage initiative is also gaining
      momentum with many retailers.  The successful testing of our
      Coleman branded storage furniture continues at a major U.S.
      home improvement retailer.  In addition, our Coleman branded
      storage furniture has been placed in two other major chains
      in the U.S., as well as a large home improvement retailer in
      Canada.  Finally, our Coleman branded sports and camping
      equipment storage furniture has been successfully placed in
      the sporting goods channel of distribution.  Rollout of
      these new products will generally occur during our fiscal
      year 2004 third quarter.  Coleman branded storage furniture
      is one of the keys to our diversification efforts as it has
      already provided O'Sullivan Furniture inroads into new
      channels of distribution that we have been unable to enter
      in the past.

    * In contrast, our traditional furniture offerings have had
      mixed results at a major mass merchant and consumer
      electronics chain.  This market share erosion was generally
      caused by the changing focus of these retailer's furniture
      assortment to higher price point offerings. Because of this
      "assorting away" from our traditional product offerings,
      our sales to these retailers will decrease significantly
      during calendar 2004.  However, the re-assortment of these
      two retail chains has been somewhat offset by the placement
      of our new Coleman branded storage furniture."

Richard Davidson continued, "Today, the overriding challenge for
O'Sullivan Furniture is striving to ensure our new product
initiatives begin to reverse the market share erosion we've
experienced over the past few quarters. The new product
initiatives that have been described are examples of the
innovative furniture that is beginning to redefine O'Sullivan
Furniture. While we were very disappointed in the latest quarter
and year to date results, we feel that we are beginning to make
progress in our efforts to transform O'Sullivan Furniture into a
stronger competitor for the future."

Mr. Davidson concluded, "Through the end of our fiscal 2004 second
quarter we continued to experience sluggish point of sale results.
Looking forward, this trend will be somewhat offset by sales of
products from our new Coleman branded storage and Intelligent
Designs commercial office furniture initiatives. In addition, the
rising price of particleboard is expected to continue and will
challenge our margins for the foreseeable future. Based on this,
we currently expect sales in the third quarter of fiscal 2004 will
be about $70 to $80 million. Further, we anticipate operating
income in the third quarter of fiscal 2004 will be approximately
$3.5 to $4.5 million."


OWENS CORNING: Wants Court to Disallow Foreland Refining's Claim
----------------------------------------------------------------
Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, recounts that on April 5, 1999, Owens Corning and
Foreland Refining Corporation entered into a Joint Asphalt
Production and Marketing Agreement for the production, sale and
marketing of certain asphalt products.  The Agreement provides
that, if Owens Corning purchases 40,000 tons of Asphalt Product
from Foreland per year, Foreland is obligated to produce the
Asphalt Product exclusively for Owens Corning and could not
produce such Asphalt for any other party.  In the event that
Owens Corning did not purchase the requisite amount of Asphalt
Product, Foreland had, as its sole and exclusive remedy, the
ability to convert the Agreement from an exclusive supply
agreement to a non-exclusive supply arrangement, pursuant to
certain conditions.

In addition to governing the production relationship between the
parties, the Agreement also allowed Foreland to act as a sales
agent for Owens Corning in nine geographic territories pursuant
to a Sales Agent Agreement.  Pursuant to the terms of the Agent
Agreement, Foreland was appointed by Owens Corning to act as a
non-exclusive sales agent with respect to the Asphalt Product
only in the Authorized Territories and was deemed to operate as
an independent contractor, not an employee, of Owens Corning.

On July 16, 2001, the parties stipulated to reject the Agent
Agreement.  The Court approved the Stipulation on July 18, 2001.

During this time, Owens Coring continued to purchase Asphalt
Product from Foreland.  On October 12, 2001, Foreland sought the
Court to compel the Debtors to pay an administrative expense
claim for postpetition delivery of goods.  Foreland alleged that
Owens Corning owed $235,678 for the postpetition delivery of
Asphalt Product.

On March 2, 2002, Foreland amended the Administrative Claim
Application to reduce the amount of its alleged claim to
$104,854.  Owens Corning objected to the Amended Administrative
Claim Application on the ground that the alleged remaining
obligation to Foreland could not be verified.  Foreland and Owens
Corning ultimately settled the Administrative Claim through a
stipulation, which the Court approved on June 20, 2002.  Owens
Corning paid Foreland $75,000 pursuant to that Stipulation.

On August 16, 2001, Foreland filed four proofs of claim for
$20,365,883 each.  Three proofs of claim were expunged.

According to Mr. Pernick, the remaining claim -- Claim No. 3064
-- is comprised of three parts, each of which consists of both
prepetition and postpetition amounts:

   (1) A claim for package rebates in the prepetition amount of
       $93,472 and in the postpetition amount of $25,533;

   (2) A lost profits claim in the prepetition amount of $634,772
       and in the postpetition amount of $500,000 for the
       postpetition time period prior to the rejection of the
       Agreement and $3,350,926 for the postpetition time period
       after the rejection of the Agreement; and

   (3) A claim for past and future lost profits as a result of an
       alleged violation of an exclusive territories provision in
       the Agreement in the prepetition amount of $4,278,028 and
       in the postpetition amount of $11,483,128.

Pursuant to Section 502 of the Bankruptcy Code and Rule 3007 of
the Federal Rules of Bankruptcy Procedure, the Debtors object to
Foreland's Claim, No. 3064.

                       Package Rebate Claim

Foreland asserts that pursuant to the terms of the Agreement,
Owens Corning was required to sell to Foreland the packaging for
the Asphalt Product at Owens Corning's cost.  Foreland further
asserts that Owens Corning was entitled to various cost savings
from the manufacturers of the packaging in the form of rebates,
which savings Owens Corning failed to pass along to Foreland,
thus resulting in Foreland's prepetition claim for $93,472 and a
postpetition claim for $25,533.

The Agreement provides that:

     "Buyer [Owens Corning] shall, at its cost, supply the
     labels and cartons . . . containing Buyer's artwork
     and language. . . .  Buyer shall be reimbursed, at its
     costs, for the labels and cartons out of the purchase
     price paid for the Asphalt Product by Buyer's customers."

The Agreement also provides that Owens Corning "shall be
reimbursed (out of the sales price) for the cost of the packaging
and containers supplied by Buyer [Owens Corning]" and that
Foreland's costs specifically exclude packaging.  Thus, Mr.
Pernick contends that, contrary to Foreland's assertions in its
Proof of Claim, Owens Corning did not "sell" the packaging -- but
rather supplied the packaging -- to Foreland.

Although the Debtors did not receive certain annual rebates
calculated on the basis of all packaging materials they
purchased, the Agreement did not entitle Foreland to the benefit
of the rebates, Mr. Pernick asserts.  The rebates were not
available at the time of the pricing adjustments required by the
terms of the Agreement.  Moreover, the rebates were not
calculated on the basis of the packaging material relevant to the
Agreement but, rather, on the aggregate amount of packaging
material the Debtors purchased.  Owens Corning would not have
been entitled to any rebates based solely on the packaging
material provided to Foreland under the terms of the Agreement.  
Owens Corning cannot discern without discovery, the accuracy of
Foreland's prepetition and postpetition damage calculations.  
Owens Corning demands strict proof.  Intrinsically, that portion
of the Foreland Claim is without merit.  The Debtors believe that
Foreland is not entitled to either a prepetition or a
postpetition claim with respect to that portion of the Claim.

          Lost Profits & Production Shortfall Claim

Foreland asserts $634,772 in prepetition "lost profits" and
$500,000 in postpetition "lost profits" with respect to the
postpetition period prior to rejection of the Agreement and
$3,350,925.57 for the postpetition period after rejection of the
Agreement.  Foreland asserts that the lost profits stem from the
provisions of the Agreement requiring Owens Corning to make
yearly minimum purchases of Asphalt Product.  Owens Corning's
failure to meet the minimum purchase requirements resulted in
lost profits to Foreland.

Mr. Pernick points out that the Agreement provides only that
Owens Corning will use reasonable commercial efforts to purchase
no less than 40,000 tons of Asphalt Product from Foreland each
year during the term of the Agreement.  There is no evidence that
Owens Corning failed to use reasonable commercial efforts.  The
Agreement further provides that "if in any calendar year
following 1999, [Owens Corning] purchases less than 40,000 tons
of Asphalt Product from [Foreland] hereunder, [Foreland] may, as
its sole and exclusive remedy, convert [the] Agreement from an
exclusive supply arrangement to an non-exclusive supply
arrangement."  In addition, the Agreement states that "in no
event shall either party be liable to the other for any indirect,
incidental, special or consequential damages even if a party has
been previously advised of the possibilities of such damages."

As clearly set forth in the Agreement, Mr. Pernick notes that
Foreland's sole and exclusive remedy in the event Owens Corning
did not purchase the minimum amount of Asphalt Product was to
convert the Agreement from an exclusive supply agreement to a
non-exclusive supply agreement.  Foreland could do that by
providing notice to Owens Corning and allowing them time to
purchase the remaining required amount of Asphalt Product.

Accordingly, Owens Corning is not liable to Foreland for the lost
profits.  The Agreement does not give Foreland the right to
assess lost profit damages against Owens Corning and does not
entitle Foreland to any of the claim amounts it has asserted.

      Lost Profits & Exclusive Territories Provisions

Foreland asserts that it is entitled to a prepetition claim for
$4,278,028 and a postpetition, administrative claim for
$11,483,128 for Owens Corning's alleged violation of the
"exclusive territories and non-competition provisions" under the
Agreement.  Foreland asserts that it has been irreparably harmed
in the form of lost profits as a result of Owens Corning's
marketing and sale of Asphalt Product in the Authorized
Territories postpetition, both before and after rejection of the
Agreement.

On the contrary, Mr. Pernick argues that the Agent Agreement does
not contain a non-compete provision.  In addition, pursuant to
the Agent Agreement, Foreland was only appointed as a "non-
exclusive sales agent" for the Asphalt Product.  Furthermore,
pursuant to the Agent Agreement, in the event Owens Corning
purchased less than the requisite amount of Asphalt Product,
Foreland would no longer be able to serve as Owens Corning's
sales agent at all.  Accordingly, Foreland suffered no damages as
a result of Owens Corning's postpetition marketing and sale of
Asphalt Product.

Even if Owens Corning granted to Foreland an exclusive right to
market in a given area, the right does not constitute a covenant
not to compete.

If the Court were to find that Owens Corning did grant to
Foreland territorial exclusivity with respect to marketing and
the exclusivity was a covenant not to compete, the Debtors,
nonetheless, believe that the "covenant not to compete" does not
survive the rejection of the Agreement.  Mr. Pernick explains
that Foreland's ability to market the Asphalt Product in the
Authorized Territories is an integral part of the Agent
Agreement.  The entire Agreement governs the relationship of the
parties with respect to producing and marketing the Asphalt
Product.  Thus, the Agreement should be construed as a single
contract and the rejection of the Agreement includes the
rejection of the non-compete covenant.

If the Court were to find that the Agreement did contain a non-
compete covenant and that Owens Corning did in fact breach the
covenant, and that the covenant survived the rejection of the
Agreement, there is no dispute that the act giving rise to a
potential claim occurred postpetition.  Mr. Pernick asserts that
to be entitled to administrative expense priority, Foreland must
demonstrate that there is some actual benefit to the estate.  
Foreland must prove that the profits it asserts it lost as a
result of Owens Corning's "breach of the covenant not to compete"
is a debt incurred by Owens Corning in exchange for something it
provided that is necessary to Owens Corning's operations or
reorganization.  Foreland has shown no postpetition contribution
to Owens Corning's estate with respect to the non-compete
provisions.  The Debtors believe that Foreland is not entitled to
any claim.

For all these reasons, the Debtors ask the Court to disallow the
Foreland Claim.

                   Debtors' Counterclaim

The Debtors assert counterclaims against Foreland.  The Debtors
want to recover damages based on Foreland's wrongful conversion
of the goods belonging to the Debtors, and Foreland's failure to
compensate the Debtors for the conversion of the goods.

Under the terms of the Agreement, Foreland agreed to produce
certain specified quantities of asphalt for the Debtors.  The
Asphalt was produced by Foreland on-site at its Salt Lake City
facility and placed in cartons on-site.  Pursuant to the
Agreement, Foreland agreed to "produce the Asphalt Product in
accordance with the then-current forecast and make it available
for purchase in both bulk and packaged form."

On the Petition Date, Foreland possessed 51,944 packages of
Asphalt Product that were packaged in cartons and awaiting
shipment at its Salt Lake City facility.  Because the Disputed
Asphalt was packaged and awaiting shipment, under both the
explicit terms of the contract and applicable law, title and risk
of loss for the Disputed Asphalt had already passed to the
Debtors on the Petition Date.  However, Foreland failed and
refused to relinquish possession of the Disputed Asphalt to the
Debtors.

Mr. Pernick further tells the Court that in April 2002, Foreland
permitted the Debtors to conduct an inspection of its remaining
asphalt inventory to determine the amount of Disputed Asphalt
remaining in its possession.  As a result of the inspection, the
Debtors determined that Foreland disposed of the majority of the
Disputed Asphalt.  As of the date of the inspection, Foreland
possessed only 9,360 packages of asphalt.  Foreland claimed that
due to weather conditions, the condition of the Disputed Asphalt
deteriorated over time, making it un-saleable.  Foreland admitted
to having destroyed the missing 42,584 packages of Disputed
Asphalt due to the deterioration.  The present condition of the
remaining 9,360 packages is unknown.

Mr. Pernick maintains that a single package of the Disputed
Asphalt, in good condition, could have been sold as of the
Petition Date for $10 to $12 per package.  Accordingly, had
Foreland relinquished possession of the Disputed Asphalt to the
Debtors on the Petition Date, the Debtors would have been able to
sell the Disputed Asphalt for a market price of between $519,440
and $623,328.  Mr. Pernick asserts that the Debtors are entitled
to recover from Foreland the value of the Disputed Asphalt, which
Foreland wrongfully refused to relinquish. (Owens Corning
Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


PAC HOLDING CO.: Case Summary & 60 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: PAC Holding Company
             2801 Youngfield Street #360
             Golden, Colorado 80401

Bankruptcy Case No.: 04-10493

Debtors affiliate filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     California Aluminum Products Co.           04-10494
     Pace-Edwards Company                       04-10495
     Trenz                                      04-10497
     Wings West, Inc.                           04-10498

Type of Business: Over the past five years, PAC Holding Company
                  has built a strong base of aftermarket truck and
                  automotive accessories manufacturers, with
                  products including retractable tonneau covers,
                  body styling kits, grill guards and tube steps.
                  Formed in 1998 by Russell E. Stubbings and
                  Chicago-based private equity firm Prospect
                  Partners, LLC, PAC has successfully grown
                  through select mergers with and acquisitions of
                  leading auto and truck aftermarket accessory
                  manufacturers, including: Pace-Edwards Company,
                  Wings West, Inc., Adleco d/b/a Bedlocker, LTD
                  Accessories and Go Rhino! Products.  See:
                     -- http://www.pace-edwards.com/
                     -- http://www.wingswest.com/
                     -- http://www.gorhino.com/and  
                     -- http://www.trenz.com/

Chapter 11 Petition Date: February 13, 2004

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: William F. Taylor, Jr., Esq.
                  McCarter & English LLP
                  919 North Market Street, Suite 1800
                  P.O. Box 111
                  Wilmington, DE 19899
                  Tel: 302-984-6300
                  Fax: 302-984-6399

                                 Total Assets    Total Debts
                                 ------------    -----------
PAC Holding Company              $69,099         $29,786,655
California Aluminum Products Co. $4,451,941      $22,011,430
Pace-Edwards Company             $5,900,783      $29,496,418
Trenz                            $2,261,216      $20,992,252
Wings West, Inc.                 $1,758,036      $21,820,650

A. California Aluminum Products' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Alco Cad/Nickel Plating       Trade Debt                $137,982

Crest Coating, Inc.           Trade Debt                 $87,503

Freight Management            Trade Debt                 $82,096

Chrome Nickel Plating Inc.    Trade Debt                 $66,168

Unisource Worldwide, Inc.     Trade Debt                 $58,224

Productos De Acero De Baja S  Trade Debt                 $56,599

Western Tube & Conduit        Trade Debt                 $48,043

Chrome 1 Metal Fab Inc.       Trade Debt                 $42,462

Valley Plating Works          Trade Debt                 $42,226

Dayco Industries, LLC         Trade Debt                 $38,970

A&T Polishing                 Trade Debt                 $38,379

Meridian Steel Company, Inc.  Trade Debt                 $33,577

United Parcel Service         Trade Debt                 $32,575

M.S. International, Inc.      Trade Debt                 $32,376

Reliance Steel Company, Inc.  Trade Debt                 $27,711

Procor Packaging              Trade Debt                 $25,737

VIP Rubber Company, Inc.      Trade Debt                 $24,317

Creel Printing                Trade Debt                 $22,898

Paramount Container, Inc.     Trade Debt                 $22,459

Merlinalltex Mold Making Inc  Trade Debt                 $21,448

B. Pace-Edwards Company's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ed and Charlene Forcier       Seller Note             $1,530,020
20213 106th Avenue, SE
Kent, WA 98031

Ronald Storer                 Seller Note             $1,053,234
18111 Stratford Cir.
Villa Park, CA 92861

Douglas and Sandye DeBerti    Seller Note               $680,000
15801 Manon Drive
Bakersfield, CA 93312

Maurice and Ricardo Unger     Seller Note               $327,452
4502 East Indian School Rd.
Apt #21
Phoenix, AZ 85018

Maurice and Ricardo Unger     Seller Note               $218,301

Indalex Limited               Trade Debt                $146,143

Nichols Aluminum              Trade Debt                $134,863

Voltek                        Trade Debt                $134,046

Marvin Voss                   Seller Note               $107,241

Gage Industries, Inc.         Trade Debt                 $87,760

Roy's Designs, Inc.           Trade Debt                 $68,211

Eltek, Inc.                   Trade Debt                 $40,728

Anderson Fabrication Co.      Trade Debt                 $37,560

Hydro Aluminum Wells, Inc.    Trade Debt                 $35,542

Bestway Solutions, LLC        Trade Debt                 $31,375

Unisource Worldwide, Inc.     Trade Debt                 $31,564

Creel Printing                Trade Debt                 $31,070

Federal Express               Trade Debt                 $28,720

Bill Hillis & Associates      Trade Debt                 $24,930

Fastenal Company              Trade Debt                 $23,533

C. Trenz's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Coast Aluminum &              Trade debt                 $41,400
Architectural

Super Sunny Performance       Trade debt                 $15,808

Equity Management             Trade debt                 $13,392

Airgas                        Trade debt                 $12,316

Gatorz (Reno Wilson)          Trade debt                 $11,200

Creel Printing & Publishing   Trade debt                 $11,073
Co.

Kent H. Landsberg             Trade debt                  $7,545

Aluminum Precision Product    Trade debt                  $6,442

Vitracoat America, Inc.       Trade debt                  $4,433

Postle Distributors West      Trade debt                  $3,574

Valley Iron, Inc.             Trade debt                  $3,514

Valley Welding & Industry     Trade debt                  $2,956

UPS                           Trade debt                  $2,854

Pacific Gas & Electric                                    $2,605
Company

Amex Blue for Business        Credit Card                 $1,746

Johnston Industrial Supply    Trade debt                  $1,688

Maverick Abrasives            Trade debt                  $1,677

Budget Bolt                   Trade debt                  $1,621

Cintas Corporation #668       Trade debt                  $1,506

Barton Mines Company, LLC     Trade debt                  $1,408


PACIFICARE HEALTH: 4th-Quarter Results Reflect Weaker Performance
-----------------------------------------------------------------
PacifiCare Health Systems, Inc. (NYSE: PHS), announced that
reported net income for the fourth quarter ended December 31, 2003
was $31.5 million, or $0.36 per diluted share. This compares with
reported net income of $37 million, or $0.50 per diluted share for
the fourth quarter of 2002. All EPS numbers in this release have
been adjusted to reflect the 2-for-1 stock split that was
effective January 20, 2004.

Results in the fourth quarter of 2003 are net of $28 million
($17.5 million net of tax, or $0.19 per diluted share) in costs
related to the previously disclosed redemption of $175 million in
debt, as well as dilution equal to $0.03 per diluted share from
both the 7.6 million new shares of common stock outstanding as a
result of this redemption and 6.4 million shares included in the
calculation of weighted shares outstanding related to the
company's convertible debt.

For the full-year 2003, reported net income was $242.7 million, or
$3.04 per diluted share. The full-year results include previously
disclosed favorable changes in estimates of $54 million ($33.6
million net of tax, or $0.42 per diluted share) for health care
costs in 2002 and prior periods, as well as the $28 million ($0.22
full-year diluted EPS) in costs related to the debt redemption.

"With pricing discipline and improved health care cost management
contributing to a 280 basis point improvement in consolidated MLR
year-over-year, and Federal legislation that sustains the life of
the Medicare+Choice program, we were excited to see our stock
perform well enough in 2003 to allow for the stock split that
increased the company's liquidity, as well as the early redemption
of a significant portion of debt," said President and Chief
Executive Officer Howard Phanstiel. "These events, along with our
new commercial products and proprietary PPO network, have given us
the momentum to resume membership growth in 2004."

Phanstiel added, "Our 2004 net income guidance of $280 to $290
million is up 15% to 19% from reported net income in 2003, and
reflects the focus on investing in our member growth in 2004 and
beyond. Looking out to 2005, we're guiding for a net income
increase of 25% as a result of our renewed Medicare growth
strategy."

                    Revenue and Membership

Fourth quarter 2003 revenue of $2.8 billion was 2% higher than the
same quarter a year ago, primarily due to an increase in
commercial premiums of 18% per member per month (PMPM) and senior
premium increases of 5% PMPM. These increases offset a 7% decrease
in commercial membership year-over-year that was due mainly to the
planned loss of the CalPERS account as of January 1, 2003 and a
10% reduction in Medicare+Choice membership year-over-year.
Commercial risk membership increased by 33,000 members, or 1.5%
sequentially.

Specialty and Other revenue grew 18% in 2003 over the prior year,
primarily due to the continued strong performance of the company's
pharmacy benefit management subsidiary, Prescription Solutions.
Prescription Solutions' unaffiliated membership rose by 436,000,
or 27%, over the fourth quarter of last year.

                       Health Care Costs

The fourth quarter consolidated medical loss ratio (MLR) of 83.6%
decreased 200 basis points from the fourth quarter of 2002 and was
flat sequentially. For the year, the consolidated MLR improved by
280 basis points to 84%.

The private sector MLR, which is composed of commercial and
Medicare Supplement members, decreased 310 basis in the fourth
quarter of 2003 compared with the prior year and increased 110
basis points sequentially to 83.8%. For the year the private
sector MLR improved by 300 basis points to 83.7%.

The government sector MLR, which includes Medicare+Choice
membership, was 100 basis points lower than the fourth quarter of
2002 and decreased by 120 basis points from the third quarter of
2003, to 83.4%. The full-year government sector MLR was 84.2%, or
270 basis point lower than 2002.

            Selling, General & Administrative Expenses

The SG&A expense ratio of 14.8% for the fourth quarter of 2003
increased by 140 basis points from the prior quarter, and 100
basis points year-over-year. SG&A in the fourth quarter of 2003
included expenditures totaling approximately $38 million related
to severance for 300 employees, bad debt, legal settlements and
fees, as well as increased discretionary spending for advertising
and promotion. The year-over-year increase in this ratio was
primarily the result of increased marketing and advertising
expenses related to the development of new products, the expensing
of stock-based compensation, bad debt and severance costs.

                        Other Financial Data

Medical claims and benefits payable (MCBP) totaled $1.03 billion
at December 31, 2003, which was comparable with the prior quarter,
while the IBNR component of MCBP increased 3.6% sequentially.

Cash flow from operations in the fourth quarter of 2003 was $515
million. Excluding the normal fourth quarter timing effect of the
early receipt of the January 2004 premium payment from the Centers
for Medicare & Medicaid Services (CMS), fourth quarter cash flow
from operations was $80.2 million, or 2.5 times net income. For
the full-year 2003, cash flow from operations was $414 million, or
1.7 times reported net income.

Days claims payable for the fourth quarter compared to the third
quarter decreased to 41.3 days from 42.4 days. After excluding the
non-risk, capitated portion of the company's business, days claims
payable decreased one day to 73.8. The slight overall decrease in
days claims payable reflects periodic payments made to capitated
providers in connection with contractual risk-sharing agreements,
as well as an additional 8% decrease in our claim turnaround time
from the third to the fourth quarter.

PacifiCare Health Systems (S&P, BB+ Counterparty Credit Rating,
Stable Outlook) is one of the nation's largest consumer health
organizations with more than 3 million health plan members and
approximately 9 million specialty plan members nationwide.
PacifiCare offers individuals, employers and Medicare
beneficiaries a variety of consumer-driven health care and life
insurance products.  Currently, more than 99 percent of
PacifiCare's commercial HMO health plan members are enrolled in
plans that have received Excellent Accreditation by the National
Committee for Quality Assurance (NCQA).  PacifiCare's specialty
operations include behavioral health, dental and vision, and
complete pharmacy and medical management through its wholly owned
subsidiary, Prescription Solutions.  More information on
PacifiCare is available at http://www.pacificare.com/


PAC-WEST TELECOMM: Promotes Eric Jacobs and Peggy McGaw
-------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., announced the promotion of two
members of its leadership team.

Eric Jacobs, Vice President, General Manager of Service Provider
Sales, and Peggy McGaw, Executive Director of Finance and
Accounting, have been promoted to Corporate Officers.

Hank Carabelli, Pac-West's President and CEO, said, "Both of these
promotions are a result of our continued efforts to strengthen our
leadership team to support our growth initiatives, as well as
recognize two valued members of our team for their dedication to
helping the company achieve success."

Jacobs will continue to lead the company's service provider sales
channel, focusing on revenue growth, customer retention, and new
customer acquisitions. Carabelli continued, "Eric's leadership
will be instrumental to our continued growth in the service
provider segment, as we pursue new opportunities that leverage our
unique network architecture and foothold in California."

Jacobs joined Pac-West in March of 2003 as Senior Director of
Service Provider Sales. He has over ten years of sales management
experience in the communications industry. Prior to joining Pac-
West, he held positions as Director of Sales for Metromedia Fiber
Network and Manager of Corporate Accounts for Nextel
Communications, Inc.

Coinciding with her officer promotion, McGaw has also been
appointed Vice President of Finance with responsibility over
accounting, risk management, financial reporting and compliance,
and tax and treasury activities. Carabelli said, "Peggy's
extensive accounting and finance experience help ensure Pac-West
is achieving its business plan while continuing to meet the
stringent compliance rules and regulations that have recently been
enacted for public companies."

McGaw joined Pac-West in June of 2002 as Executive Director of
Accounting and Finance. She has over 18 years of accounting and
finance experience, including positions as CFO of theDial.com,
Vice President of Finance and Acting CFO of Intracel Corporation,
and a Business Assurance Manager for PricewaterhouseCoopers, LLP.  
Her extensive experience with technology-based companies includes
numerous capital raising and M&A transactions. McGaw is a member
of the American Institute of Certified Public Accountants,
Financial Executives Institute, and the Forum for Women
Entrepreneurs.

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 100 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up Internet
traffic in California. In addition to California, Pac-West has
operations in Nevada, Washington, Arizona, and Oregon. For more
information, visit Pac-West's Web site at http://www.pacwest.com/     

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on the 13.5%
senior notes due 2009 was lowered to 'D' from 'C'.

S&P explained, "Given the company's significant dependence on
reciprocal compensation (the rates of which the company expects to
further decline in 2003) and its limited liquidity, Pac-West will
likely find the implementation of its business plan continue to be
challenging."


PANTRY INC: S&P Rates Bank Facility & Subordinated Notes at B+/B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and a
recovery rating of '4' to The Pantry Inc.'s amended and restated
$440 million bank facility. The facility is secured by a first-
priority lien on substantially all of the company's assets, as
well as a first priority pledge of subsidiaries' capital stock.
The bank loan is rated at the same level as the corporate credit
rating; this and the '4' recovery rating indicate the expectation
of a marginal (25%-50%) recovery of principal in the event of a
default. In addition, a rating of 'B-' was assigned to The
Pantry's proposed offering (under Rule 144a with future
registration rights) of $225 million senior subordinated notes due
2014.

Outstanding ratings on the company, including the 'B+' corporate
credit rating, were affirmed. The outlook is stable.

The rating affirmation is based on The Pantry's ability to
successfully stabilize its operating performance and credit
measures during a weak economic cycle, as well as recently
improved credit measures. Proceeds from the new bank loan and the
new subordinated notes will be used to refinance the company's
existing credit facility, as well as its existing $200 million of
subordinated debt.

"The ratings reflect The Pantry's participation in the competitive
and highly fragmented convenience store industry, significant
exposure to the volatility of gasoline prices, and market
concentrations in resort communities and in the Southeastern U.S.,
in which economic slowdowns can impact operations," said Standard
& Poor's credit analyst Gerald Hirschberg. The company is also
highly leveraged, and cash flow available for interest is
relatively thin. These risks are somewhat mitigated by the
company's leading position in the industry and a less aggressive
expansion strategy over the next two years, which should allow the
company to reduce debt levels.

Sanford, North Carolina-based The Pantry is a leading convenience
store operator of about 1,385 stores in the Southeast. The highly
fragmented convenience store industry includes oil companies that
operate retail chains, as well as independent operators.
Significant volatility in gasoline prices has historically
affected The Pantry's operating performance negatively, as
gasoline sales represent about 63% of total sales and account for
about 28% of gross profit.

Because the company's gross profits typically benefit from
declining gasoline costs because there is usually a retail price
lag, gross margin per gallon improved 2.0 cents in 2003. More
advantageous gas supply contracts with BP Products N.A. and Citgo
Petroleum Corp., as well as better initiatives to manage pricing
and inventory, also contributed. Though gross profits were up
slightly on more volume, volatile markets impinged on first-
quarter gasoline margins, and Standard & Poor's believes that
competitive pricing and price volatility may continue into 2004.


PARMALAT GROUP: ABM AMRO Discloses Limited Exposure after Collapse
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, ABN AMRO Holding N.V. says it posted a
EUR3,161,000,000 net profit as a result of higher revenues, lower
costs and lower provisions compared to 2002.  This improvement is
broad based, as nearly every Strategic Business Unit -- SBU --
showed an increase in net profit.  ABN AMRO discloses that the
level of provisions for 2003 came down by more than
EUR400,000,000, as all SBUs had lower provisioning levels than in
2002.  The biggest decline took place in Wholesale Clients SBU --
WCS -- as provisions in the United States decreased and as risk-
weighted assets -- RWA -- came down significantly.  For the fourth
quarter, provisions increased to EUR323,000,000, due to provisions
taken on Parmalat in WCS.  

ABN AMRO does not expect any material impact by Parmalat on its
2004 results due to the amount of provisioning in the fourth
quarter of 2003. (Parmalat Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PEGASUS SATELLITE: $280MM of Senior Notes Tendered as of Thursday
-----------------------------------------------------------------
Pegasus Communications Corporation (NASDAQ:PGTV) and its wholly
owned subsidiary, Pegasus Satellite Communications, Inc.,
announced the results of its pending cash tender offer for up to
$100 million aggregate principal amount of outstanding debt
securities maturing in 2005 through 2007.

As of 5:00 p.m. Thursday last week, a total of $280.3 million
principal of Notes had been tendered and not withdrawn. The
tenders consisted of $62.7 million of 9.625% Senior Notes due
2005, $92.0 million of 12.375% Senior Notes due 2006, $73.3
million of 12.500% Senior Notes due 2007 and $52.2 million of
9.750% Senior Notes due 2006.

The Offer was oversubscribed, and as such, the tendered Notes will
be subject to proration. The Company will accept tendered Notes of
each series according to the order of priority specified for that
series. Therefore, all tendered Notes of a higher priority will be
accepted before any tendered Notes of a lower priority are
accepted. For a particular series of Notes that has some, but not
all, tendered Notes accepted, all tenders of Notes of that series
will be accepted on a pro rata basis according to the principal
amount tendered.

The Company previously announced that it planned to fund the Offer
with the proceeds of a private offering of the Company's 11-1/4%
senior notes due 2010 which would be issued pursuant to an
existing indenture dated December 19, 2001, under which other
notes are outstanding. The Company does not presently intend to
fund the cash tender offer through the offering of additional
11-1/4% senior notes due 2010.

The Company intends to close the Offer subject to the satisfaction
of certain conditions, including the Company obtaining
satisfactory financing as well as other general conditions. There
can be no assurance that such financing will be received or that
the Offer will be completed.

The Offer is scheduled to expire at midnight, Eastern Standard
Time, on Monday, February 23, 2004, unless extended or earlier
terminated.

                           *     *     *

On October 22, 2003, the lenders under the Pegasus Media &
Communications, Inc. credit facility gave their consent to enter
into a fourth amendment and restatement of the credit agreement
between PM&C, a subsidiary of Pegasus Satellite Communications,
Inc. (S&P, B Corporate Credit Rating, Negative), the lenders, Bank
of America Securities LLC, as sole lead arranger, Deutsche Bank
Trust Company Americas, in its capacity as the resigning agent,
and Bank of America, N.A., as administrative agent for the
lenders.

The fourth amendment and restatement created a new $300 million
term loan tranche under the credit facility. The maturity date for
the loans made under the new tranche is July 31, 2006. Proceeds
from the loans made under the new tranche were used to prepay
amounts outstanding under PM&C's existing revolving credit and
term loan facilities that were scheduled to mature in 2004 and
2005 and for working capital and general corporate purposes. The
fourth amendment also terminated the revolving credit commitments.

At March 31, 2003, Pegasus Satellite's working capital deficit
tops $100 million.

Pegasus Communications is a leading independent provider of direct
broadcast satellite (DBS) television. The company has about 1.5
million DBS subscribers on the DIRECTV platform in more than 41 US
states; it primarily offers services in rural areas. Pegasus is
also introducing high-speed, broadband Internet access via the
satellite-based DIRECPC service in partnership with SBC
Communications. The company operates 11 broadcast TV stations
(affiliated with FOX, UPN, and WB) that reach about 3 million TV
households in small markets. Pegasus has sold its cable TV
operations in Puerto Rico to Centennial Communications. CEO
Marshall Pagon controls more than half of the voting shares of
Pegasus.


PG&E NATIONAL: NEG's Hypothetical Chapter 7 Liquidation Analysis
----------------------------------------------------------------
Section 1129(a)(7) of the Bankruptcy Code requires that any
holder of an impaired claim or interest voting against a proposed
reorganization plan must be provided in the Plan with a value, as
of the effective date of the Plan, at least equal to the value
that the holder would receive if NEG's operations were terminated
and its assets liquidated under Chapter 7 of the Bankruptcy Code.
To determine what the holders of Claims and Interests in each
impaired Class would receive if NEG, and its direct and indirect
subsidiaries, were liquidated, the Bankruptcy Court must
determine the amount that would be generated from a liquidation
of NEG's assets in the context of a hypothetical liquidation.  
The determination must take into account the fact that secured
Claims, and any Administrative Claims resulting from the original
Chapter 11 Case and from the hypothetical Chapter 7 cases, would
have to be paid in full from the liquidation proceeds before the
balance of those proceeds were made available to pay unsecured
creditors and make distributions to holders of equity interests.
In this analysis, it is assumed that the administrative expenses
are paid throughout the liquidation process and, therefore, no
residual claims would exist.

The principal assumptions used in the Liquidation Analysis
include:

A. Basis of Presentation

   (a) NEGT Energy Inc.

       Due to a variety of factors, including the regulatory
       requirements and framework under which certain of NEG's
       businesses operate, it is assumed that NEG's businesses
       would continue to be required to operate until the
       assets were sold to parties acceptable or agreed to by
       certain governing regulatory bodies.  The liquidation
       process is assumed to commence on June 1, 2004 and is
       estimated to require seven months to consummate.  High and
       low liquidation proceed scenarios were estimated by
       applying a range of discounts -- 15% to 25% -- to the
       total enterprise value, to adjust for the potential
       effects of a liquidation process.

   (b) Assets/Interests Sold Pursuant to the Liquidation

       Assets to be sold include:

       -- Gas Transmission Northwest Corporation;

       -- NEG's ownership interests in various Independent Power
          Producer and gas transmission assets  -- including
          Indiantown, Carneys Point, Cedar Bay, Colstrip, Logan,
          MASSPOWER, Northampton, Panther Creek, Scrubgrass,
          Selkirk, Hermiston, Pittsfield, Iroquois Gas
          Transmission System, Plains End, Madison Wind; and

       -- other miscellaneous assets including various real
          estate properties.

B. Estimated Liquidation Proceeds and Recoveries

In arriving at estimates of orderly liquidation values of the
subsidiaries and the assets, key factors were considered:

   (a) The estimated going concern enterprise values of the
       subsidiaries and assets in which NEG has an ownership
       interest;

   (b) The relative attractiveness of each subsidiary and the
       assets they hold to potential buyers; and

   (c) The impact on the energy market of presenting the
       subsidiaries at the same time in circumstances in which
       the potential bidders would know that it was anticipated
       that all of the subsidiaries would be sold in liquidation
       by trustees over a relatively short period of time.

The estimated liquidation proceeds assume that all of the
subsidiaries are sold complete with all assets and do not reflect
the practical difficulties, if any, of:

   -- combining or separating and recombining, assets that may
      be held by various legal entities; or

   -- any limitations on the assignment or assumption of
      contracts and leases, which might result from the sale
      transaction.

C. Nature and Timing of the Liquidation Process

For purposes of preparing the Liquidation Analysis:

   (a) the liquidation process was assumed to commence June 1,
       2004;

   (b) GTNC and the IPPs were assumed to be sold during the
       period from June 1, 2004 through December 31, 2004 and
       that the proceeds realized before additional Chapter 7
       costs would range between 75% and 85% of the estimated
       going concern value;

   (c) all non-core assets were assumed to be sold by
       December 31, 2004; and

   (d) distributions from the liquidations were assumed to be
       made in their entirety by December 31, 2004.

Depending on the actual circumstances, the seven-month sale
period could be longer or shorter than assumed, although NEG
believes that it is unlikely that the liquidations could be
accomplished in less than seven months.

D. Impact on NEG's Operations of Conversion to a Chapter 7

The Liquidation Analysis assumes that, during the seven-month
sale period for the subsidiaries, NEG would be able to continue
to finance their operations using the projected opening cash
position at June 1, 2004, plus projected operating cash flow and
assumed proceeds from the sale of other subsidiaries, and non-
core assets.  NEG believes that the conversion to a Chapter 7
liquidation and the resulting pendency of sales of the
subsidiaries may adversely impact:

      (i) customer willingness to retain existing service
          contracts in force or enter into new contracts; and

     (ii) vendor willingness to provide goods and services and
          extend trade credit.

The assumed effect of these factors have not been estimated and
are, therefore, not reflected in NEG's operating results.

E. Tax Matters

The Liquidation Analysis, including the recovery estimates,
reflect sale proceeds on a pre-tax basis.  In actuality, these
transactions could be taxable, depending on total liquidation
proceeds and the amount and availability of Net Operating Losses,
which NEG could use to offset taxable gains.  Any taxes payable
would result in a proportionate decrease in recoveries to
creditors.

F. Additional Liabilities and Reserves

NEG believes that there would be certain actual and contingent
liabilities and expenses for which provision would be required in
any Chapter 7 liquidation before distributions could be made to
holders of Claims, in addition to the reorganization expenses
that would be incurred in a Chapter 11 reorganization.  These
liabilities and expenses include:

   (a) administrative claims and other liabilities -- including
       retirement, vacation pay and other employee related
       administrative costs and liabilities -- that would be
       funded from the operations if NEG's businesses were
       reorganized as going concerns;

   (b) certain administrative costs;

   (c) increased claims due to the rejection of real estate
       leases, which would not be assumed by a potential buyer;
       and

   (d) escrow and hold-back amounts that purchasers of
       subsidiaries and certain other assets presumably would
       require in connection with the disposition transactions if
       NEG was in liquidation.

If NEG was actually liquidated, reserves would be established for
all or a portion of these amounts, with any excess reserves to be
distributed at the final conclusion of the wind-up of the
affairs.  In the Liquidation Analysis, escrow and holdback
amounts could not be estimated with certainty.  Accordingly, the
proceeds from the disposition transactions are calculated net of
all holdbacks under the simplifying assumption that there are no
holdbacks or escrows.

The Liquidation Analysis does include assumed costs for
additional rejections of certain executory contracts and leases.
NEG believes that the liability for those costs could be higher
than the liability assumed in the development of the Liquidation
Analysis.  NEG's liquidation might result in the rejection of
additional executory contracts that could not be assumed and
assigned in a Chapter 7 liquidation, but that would not be
rejected under the Plan.  The exclusion of these assets from
NEG's estates would further impair realizable values from
subsidiary sales.

G. Comparison of Orderly Sale Process and Liquidation Analysis

Neither the going concern Valuation nor the Liquidation Analysis
incorporated in the Disclosure Statement take into account higher
values that may be achieved through an orderly sale of the
assets.  Current market indications suggest that an orderly sale
may allow impaired creditors to achieve recoveries in excess of
recoveries available in both a stand-alone reorganization and a
Chapter 7 liquidation.

            National Energy & Gas Transmission, Inc.
                      Liquidation Analysis
                      (dollars in millions)

                                          High          Low
                                      -----------   -----------
Reorganized NEG Valuation                  $1,660        $1,410
   Discount range                           15.0%         25.0%
                                      -----------   -----------
Liquidation Proceeds                        1,411         1,058

Additional Fees/
   Admin Claims in Chapter 7                   85            96
                                      -----------   -----------
Net Proceeds                               $1,326          $962
                                      ===========   ===========

       ___________________________________________
      |                        |         |        |
      |   Distributable Value  | $1,326  | $962   |
      |________________________|_________|________|


                                   $ Recovery      % Recovery
                         Claim    -------------   -------------
                         Amount    High    Low     High    Low
                         ------   -----   -----   -----   -----
Chapter 11 General
   Unsecured Claims      $3,357
Additional Chapter 7
   Claims                    66
                         ------   -----   -----   -----   -----
Class 3: Total General
   Unsecured Claims       3,423   1,326     962   38.7%   28.1%

Class 4: Subordinated
   Claims                    $0      $0      $0    0.0%    0.0%
                         ======   =====   =====   =====   =====

(PG&E National Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


PG&E CORP: Will Publish Full-Year 2003 Financial Results on Thurs.
------------------------------------------------------------------
PG&E Corporation (NYSE: PCG) will report financial results for the
fourth quarter and the full year 2003 on the morning of
February 19, 2004. A conference call with the financial community
will be held that day at 11:00 a.m. Eastern time (8:00 a.m.
Pacific) to discuss the results.

PG&E Corporation and its utility business, Pacific Gas and
Electric Company, do not expect to have a final decision by the
California Public Utilities Commission (CPUC) in the utility's
2003 General Rate Case (GRC) in time to be included in the
financial results announced this week. The absence of a final GRC
decision will not significantly affect Pacific Gas and Electric
Company's or PG&E Corporation's 2003 total net income or overall
revenues, because the majority of any revenues authorized in the
GRC will come from existing headroom*, which will be included in
total net income. However, the absence of the GRC decision will be
reflected in lower-than- estimated earnings from operations. PG&E
Corporation previously stated that its $1.90-$2.00 per share
estimate for earnings from operations included the effects of a
GRC decision, and advised investors that achieving that range
would depend on the timing of the decision.

In September 2003, Pacific Gas and Electric Company entered into a
settlement agreement with consumer groups and the CPUC's Office of
Ratepayer Advocates to resolve the General Rate Case. The
settlement agreement would authorize additional revenues
(effective retroactively to January 1, 2003) for electric and gas
distribution and electric generation to cover costs associated
with rate base growth and inflation. Further, it would provide a
mechanism for timely and predictable revenue adjustments in 2004,
2005 and 2006. Notwithstanding the revenue increases, the GRC
settlement agreement enables Pacific Gas and Electric Company to
lower electric rates substantially for customers. Electric rates
are currently expected to go down by approximately $800 million in
2004 alone.

The financial results reported on Feb. 19 are expected to reflect
complete consolidated results for PG&E Corporation and Pacific Gas
and Electric Company. However, if a final review of 2003 results
for the Corporation's National Energy & Gas Transmission, Inc.
subsidiary is not complete at that time, the Corporation will
announce results for Pacific Gas and Electric Company on a stand-
alone basis, and Pacific Gas and Electric Company will file a
separate Form 10-K. PG&E Corporation would file its Form 10-K
reporting consolidated results later once the review of NEGT
results is complete.

NEGT filed for Chapter 11 reorganization on July 8, 2003. Since
then, PG&E Corporation no longer has had representatives on NEGT's
Board of Directors and no longer retains significant influence
over the ongoing operations of NEGT. However, PG&E Corporation is
still required to provide 2003 year-end financial statements that
consolidate NEGT's results for the time period before its Chapter
11 filing.

The conference call on Feb. 19 will be open to the public on a
listen-only basis via webcast. Visit http://www.pgecorp.com/for  
more information and instructions for accessing the webcast. The
call will be archived at http://www.pgecorp.com/for 90 days.  
Alternatively, a toll-free replay of the conference call may be
accessed shortly after the live call through 9:00 p.m. EST,
February 26 by dialing 877.470.0867. International callers may
dial 402.220.0642.


PLAINS EXPLORATION: S&P Puts Ratings on Watch Positive over Merger
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' ratings on
Plains Exploration & Production Co. and Nuevo Energy Co. on
CreditWatch with positive implications. These rating actions
follow the announcement that Plains will merge with Nuevo in a
stock-for-stock transaction.

Houston, Texas-based Plains will have about $909 million of debt,
as of Sept. 30, 2003 and pro forma for the transaction.

The CreditWatch listing is predicated on the following factors:

     -- The transaction is expected to yield significant operating
        efficiencies. Management expects at least $20 million in
        annual cost savings. These cost savings estimates are
        realistic because of the significant geographic overlap of
        operations.

     -- Plains is expected to preserve the acquisition economics
        and its cash flow protection measures by hedging a
        significant amount of its production at attractively
        priced levels through 2006. Over the next two years,
        Plains will likely generate at least $100 million of free
        cash flow after budgeted capital expenditures, allowing
        for debt reduction.

     -- The acquisition will substantially increase the scale of
        the company's largest operating area, California. Pro
        forma proved develop reserves are expected to increase to
        489 million barrels of oil equivalent; 83% oil, 71% proved
        developed.

The CreditWatch listing will be resolved at the time of closing of
the acquisition. A ratings upgrade is possible, pending
consummation of the acquisition, further discussions with
management, and Standard & Poor's review of the company's
financial and business profiles.


PRUDENTIAL SECURITIES: S&P Takes Rating Actions on 2000-C1 Notes
----------------------------------------------------------------  
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, and E of Prudential Securities Secured Financing Corp.'s
commercial mortgage pass-through certificates series KEY 2000-C1.
At the same time, the ratings on classes K and L are lowered, and
the ratings on classes A-1, A-2, F, G, H, J, and X are affirmed,
all from the same transaction.

The raised and affirmed ratings reflect credit support levels that
adequately support the ratings under various stress scenarios. The
lowered ratings reflect the risk of losses posed by the loans that
are delinquent and in special servicing.

As of January 2004, the trust collateral consisted of 161
commercial mortgages with an outstanding balance of $768.9
million, down 5.8% from issuance. Pool losses suffered to date
total $1.33 million, or 0.16% of the pool (three loans). The
master servicer, KeyBank Real Estate Capital, reported full-year
2002 or more recent net cash flow debt service coverage ratios for
97.8% of the pool. One loan (0.75% of the pool) has fully
defeased. Excluding the defeased loan, Standard & Poor's
calculated the current weighted average DSCR for the pool to be
1.37x, an improvement from 1.30x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 24.4% of pool, declined to 1.25x, compared to 1.28x at
issuance. The fifth- and eighth-largest loans report DSCRs below
1.0x and account for the decline in the performance of the top 10.
The performance of the remaining top 10 loans is flat or slightly
improved.

At present, there are five loans with a current combined balance
of $35.18 million (4.58%), which are specially serviced by Lennar
Partners Inc., the special servicer for the transaction. Lenoxgate
Apartments, the eighth-largest loan in the pool and the largest
specially serviced loan, is REO.

Lenoxgate Apartments has a current balance of $14.3 million
(1.86%) and advances totaling approximately $2.1 million for a
total exposure of $16.4 million ($62,245 per unit total exposure).
The loan is secured by a 264-unit multifamily property built in
1998 and located in Goodlettsville, Tennessee, which is about 16
miles north of Nashville and nearby Interstate 65. Lennar plans to
continue to stabilize the property and raise its occupancy and
then sell it. Occupancy had fallen into the low 50% range due to a
road-widening project, but Lennar has increased occupancy to 83%
currently. An appraisal reduction amount has been taken based upon
an appraisal from March 2003, which valued the property for $14.14
million (as is). However, principal and interest servicer advances
continue each month for approximately $109,000.

The second-largest loan in special servicing, Bridge Point
Business Center, has a current balance of $9.345 million (1.22%)
and advances totaling approximately $744,000 for a total exposure
of $10.09 million ($66/sq. ft.). It is secured by a 153,819-sq.-
ft. mixed use office/industrial property in Hayward, California
(Oakland-East Bay area) that was built in 1981. Its major tenant,
Harbor Printing, with 64% of gross leaseable area went bankrupt
and rejected its lease. A foreclosure sale is scheduled for
February 26. A draft appraisal has been received but is not yet
final. One tenant remains and occupancy is 16.9%. A loss is
expected upon disposition.

The current servicer's watchlist includes 26 loans totaling $109.6
million (14.3%). The largest loan on the watchlist, 4000 Alameda,
for $19.46 million (2.53%), is the fourth-largest loan in the
pool. It is secured by a 112,764-sq.-ft., six-story class A office
building located in the media district of Burbank, California and
appears on the watchlist due to its largest tenant, Time Warner
(95% net rentable area), exercising its right to terminate its
lease. However, the tenant paid a $400,000 lease termination fee,
and thereby increased the reserve to approximately $3.2 million
with which to re-let the building. The second-largest loan on the
watchlist and fifth-largest in the deal, Sterling University
Village Apartments, for $17.56 million (2.3%), is secured by a
220-unit 840-bed student housing complex located next to the
campus of Texas A&M in College Station, Texas. DSCR performance
has declined 23% to 0.98x from 1.28x at issuance due to an
increase in concessions and expenses. However, current occupancy
is now 98%. The average loan balance on the watchlist is $4.22
million.

The pool has large geographic concentrations in California
(22.24%), Texas (12.25%), Maryland (5.8%), and Nevada (5.0%).
Significant collateral type concentrations include retail (30.7%),
multifamily (27.5%), and office (19.5%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans. The expected losses and resultant credit levels adequately
support the current rating actions.
   
                RATINGS RAISED
   
        Prudential Securities Secured Financing Corp.
        Commercial mortgage pass-thru certs series KEY 2000-C1
   
                   Rating
        Class   To         From   Credit Enhancement (%)
        B       AA+        AA                     22.92
        C       AA-        A                      17.61
        D       A+         A-                     16.28
        E       A-         BBB+                   14.96
            
                RATINGS LOWERED
   
        Prudential Securities Secured Financing Corp.
        Commercial mortgage pass-thru certs series KEY 2000-C1
   
                   Rating
        Class   To         From   Credit Enhancement (%)
        K       B+         BB-                     5.14
        L       B          B+                      3.54
           
                RATINGS AFFIRMED
  
        Prudential Securities Secured Financing Corp.
        Commercial mortgage pass-thru certs series KEY 2000-C1
   
        Class   Rating   Credit Enhancement (%)
        A-1     AAA                      27.43
        A-2     AAA                      27.43
        F       BBB                      12.57
        G       BBB-                     10.71
        H       BB+                       6.46
        J       BB                        5.93
        X       AAA                       N.A.
        

QUEBECOR INC: December Working Capital Deficit Tops C$245 Million
-----------------------------------------------------------------
Quebecor Inc. recorded revenues of $11.22 billion in the financial
year ended December 31, 2003, compared with $12.06 billion in
2002. The 7.0% decrease was entirely due to the unfavourable
impact of the translation of the Quebecor World subsidiary's
revenues into Canadian currency.

Quebecor generated operating income of $1.58 billion in 2003,
compared with $1.98 billion in the previous year, a $394.5
million decrease. Quebecor World's operating income was down
US$208.6 million while Quebecor Media's operating income was up
$50.7 million. Quebecor posted net income of $66.4 million ($1.03
per basic share) in 2003, compared with $83.2 million ($1.29 per
basic share) in 2002.

Quebecor World reported a net loss of US$31.4 million, compared
with net income of US$279.3 million in 2002, which represents a
negative difference of CA$180.1 million for Quebecor, net of
non-controlling interest. The drop in Quebecor World's net income
was due to the lower operating income, the recording of a charge
for impairment of assets, restructuring and other expenses
totalling US$98.3 million (compared with US$19.6 million in
2002), income tax adjustments totalling US$53.0 million, and a
US$30.2 million debt refinancing charge in 2003.

Quebecor Media recorded net income of $203.9 million in 2003,
compared with a net loss of $229.8 million in 2002, an
improvement of $433.7 million, or $237.3 million net of
non-controlling interest. The increase mainly reflects the rise
in operating income, the recording of a $144.1 million net gain
on settlement of debt and repurchase of shares of a subsidiary,
as well as a $23.2 million decrease in financial expenses, a
$37.6 million decrease in reserves for restructuring and special
charges, and lower income tax due to the recognition of tax
benefits. Quebecor Media had also recorded a write-down of
goodwill in the amount of $187.0 million in 2002.

In 2002, Quebecor had realized gains on the sale of businesses,
shares of a subsidiary and a portfolio investment totalling $91.2
million, of which $67.4 million derived from the sale of
subordinate shares of Quebecor World and $20.0 million from the
sale of Quebecor's interest in TQS inc.

"Quebecor Media's excellent financial performance in 2003 kept
Quebecor profitable and demonstrated the advantages of the
Company's asset diversification," said Pierre Karl Peladeau,
President and Chief Executive Officer of Quebecor. "Our priority
is to give Quebecor World the cost structure and the flexibility
it needs to be able to resume its contribution to the Company's
profits and create value for shareholders as soon as markets
start to recover."

In the fourth quarter of 2003, Quebecor's revenues totalled $2.93
billion, compared with $3.25 billion in the same quarter of 2002.
Operating income was $425.3 million, compared with $559.4 million
in 2002. Net income amounted to $67.4 million ($1.04 per basic
share), compared with $0.3 million in the same period of 2002.

Quebecor Media

  - 16.9% increase in Videotron's operating income, customer base
    growth of 33% and 40% for Internet access services and
    illico(TM) digital television respectively.

  - First net gain in cable television subscribers in two years in
    the second half of 2003, with 22,000 additional customers.

  - $153.7 million net gain on purchase of preferred shares of
    Videotron Telecom held by the Carlyle Group.

  - Reduction in short-term debt repayment obligations of
    Videotron and Sun Media.

In the 2003 financial year, Quebecor Media realized $2.32 billion
in revenues, compared with $2.28 billion in 2002, an increase of
$41.7 million, or 1.8%. Operating income was up $50.7 million, or
9.0%, to $611.7 million.

In the fourth quarter of 2003, Quebecor Media's revenues were
$631.0 million, compared with $621.9 million in the fourth
quarter of 2002. Operating income rose 4.9% to $180.2 million.
Net income was $177.9 million, compared with a net loss of $179.6
million in the same period of 2002, a $357.5 million improvement.

Cable Television

Videotron recorded revenues of $805.0 million in 2003, an
increase of $24.0 million (3.1%) from 2002. Revenues from
Internet access services and illico(TM) rose $47.8 million and
$26.7 million respectively, for growth rates of 35% and 51%.
Operating income totalled $275.3 million in 2003, a
year-over-year increase of $39.8 million (16.9%) due primarily to
the growth in the customer base for high-speed Internet access
services and the illico(TM) digital television service, higher
rates for Internet services, and the favourable impact on the
gross margin of the renegotiation of the service agreement with
Videotron Telecom. Free cash flow from operations was $88.4
million in 2003.

Videotron signed up 100,000 new subscribers to its cable Internet
service and 69,000 subscribers to illico(TM) in 2003. In the last
two quarters of the year, Videotron gained almost twice as many
customers for illico(TM) as it lost for its analog cable
television service. The year also saw the end of the labour
dispute between Videotron and its unionized employees in the
Montreal and Quebec City areas.

In the fourth quarter of 2003, the segment's revenues were up
$11.0 million (5.6%) to $209.6 million. Operating income rose
$10.9 million (17.0%) to $75.0 million. The increases were due to
the same factors as those noted above in the discussion of the
annual results.

Newspapers

Sun Media Corporation reported revenues of $845.9 million in
2003, an increase of $14.3 million (1.7%) from 2002. Advertising
revenues rose 2.8%, more than offsetting a 1.7% decline in
circulation revenues. Operating income was $224.8 million; the
$5.4 million (2.5%) improvement was caused by the higher
revenues, the contribution of newly acquired businesses, lower
newsprint prices, and reduced operating expenses. Free cash flow
from operations totaled $211.0 million. In October 2003, Sun
Media closed the acquisition of Annex Publishing & Printing Inc.
in southern Ontario, strengthening its positioning in geographic
markets in which it was already firmly established.

In the last quarter of 2003, the segment's revenues increased
1.0% to $225.2 million and operating income held steady at $65.7
million. The impact of the launch of two new free dailies, 24
heures in Montreal and 24 Hours in Toronto, offset the increase
in operating income arising from higher revenues.

Broadcasting

In the 2003 financial year, TVA Group recorded revenues of $340.9
million. The $17.5 million (5.4%) year-over increase was driven
by higher broadcasting and publishing revenues, which more than
made up for lower distribution revenues. Operating income was up
3.3% to $81.5 million, mainly because of higher operating income
from publishing operations, which benefited from the inclusion of
Publicor's results for the full twelve months of 2003. The
highlight of 2003 was the resounding success of the program Star
Academie, which aired on the TVA network from February 16 to
April 20, 2003. The program provided Quebecor Media with an
opportunity to fully deploy its convergence strategy; several
subsidiaries reaped benefits from the media phenomenon. According
to the BBM surveys for the Fall 2003 season, the TVA network had
a 32% audience share in the French-language market.

In the fourth quarter of 2003, the Broadcasting segment's
revenues were stable at $97.0 million. Operating income declined
from $30.8 million to $28.6 million due to the decrease in
broadcasting revenues and higher programming costs, which were
partially offset by a decrease in other operating expenses.

Other Quebecor Media segments

The results of the Leisure and Entertainment, Business
Telecommunications, Web Integration/Technology and
Internet/Portals segments are reported in the attached summary
financial statements. Highlights of the year include:

  - Business Telecommunications: decrease of $14.2 million in
    revenues and of $12.9 million in operating income, mainly due
    to lower Internet-related revenues because of, among other
    things, renegotiation of the service agreement with Videotron.

  - Revenues up 10.4% at Archambault Group. Nearly half the
    increase came from distribution operations (Select) and new
    music recording operations (Musicor).

  - Operating loss eliminated in the Web Integration/Technology
    segment.

  - Internet/Portals: Netgraphe generated net income on an annual
    basis for the first time in its history.

Financial position

Quebecor Media made total debt repayments of $549.0 million in
2003, in addition to the $215.0 million repaid in 2002. The
refinancing of Videotron and Sun Media improved Quebecor Media's
capital structure, reduced combined bank debt repayment
obligations, and rescheduled its debt. In December 2003, Quebecor
Media purchased the preferred shares held by the Carlyle Group in
Videotron Telecom for a consideration with an estimated value of
$125 million at closing, generating an after-tax gain of $153.7
million.

Quebecor World

Quebecor World's 2003 revenues were US$6.39 billion, an increase
of US$119.8 million (1.9%) essentially explained by the
favourable impact of currency translation and the acquisition of
the printing assets of Hachette Filipacchi Medias. The reduction
in revenues when excluding these factors, despite the overall
volume increase, was a reflection of the pricing pressure in all
business segments.

Quebecor World posted operating income of US$689.8 million in
2003, compared with US$898.4 million in 2002. The US$208.6
million decrease was due to reduced capacity utilization, pricing
pressures, and the effect of increases in pension, utilities and
medical expenses. Operating income was also reduced by specific
charges totalling US$78.8 million. Excluding specific charges and
the impact of currency translation, selling, general and
administrative expenses were trimmed by US$31.5 million or 6.2%.
Free cash flow from operations was US$183.3 million.

Stated in Canadian dollars, Quebecor World's revenues were $8.96
billion in 2003, an $883.2 million decrease. Operating income
declined by $440.1 million from the previous year to $970.3
million in 2003. The negative impact of the exchange rate
increased the decline in revenues and operating income.

In the fourth quarter of 2003, Quebecor World's revenues
increased 2.4% to US$1.74 billion and operating income decreased
US$63.4 million to $182.8 million. Quebecor World posted a net
loss of US$53.9 million, compared with net income of US$70.6
million in the same period of 2002, essentially for the same
reasons as those noted above. The net loss included a US$30.2
million loss on debt refinancing as well as tax adjustments,
including an adjustment of the average tax rate applied on
cumulative temporary differences within different states in the
United States in the amount of US$28 million and an additional
charge of US$25 million reflecting a revised expectation of tax
asset recovery and liabilities from prior years.

Stated in Canadian dollars, revenues decreased from $2.67 billion
in the fourth quarter of 2002 to $2.31 billion in the fourth
quarter of 2003, and operating income fell from $386.4 million to
$245.0 million.

The company's December 31, 2003, balance sheet reports a working
capital deficit of about C$245 million.

Full financial information

For a detailed analysis of the results of Quebecor Inc. and its
subsidiaries in the 2003 financial year, refer to Management's
Discussion and Analysis and the complete consolidated financial
statements of Quebecor on the Company's Web site at
http://www.quebecor.com/htmfr/0_0/5_0_4.asp/  

Quebecor Inc. (TSX: QBR.A, QBR.B) is a communications company
with operations in North America, Europe, Latin America and Asia.
It has two operating subsidiaries, Quebecor World Inc. and
Quebecor Media Inc. Quebecor World is one of largest commercial
print media services companies in the world. Quebecor Media owns
operating companies in numerous media-related businesses:
Videotron ltee, the largest cable operator in Quebec and a major
Internet Service Provider; Sun Media Corporation, Canada's
second-largest newspaper group; TVA Group Inc., the largest
French-language general-interest television network in Quebec;
Netgraphe Inc., operator of the CANOE network of English- and
French-language Internet properties in Canada; Nurun Inc., a
leading Web agency in Canada and Europe. Quebecor Media is also
engaged in book publishing, in magazine publishing through TVA
Publishing Inc., in distribution and retailing of cultural
products through Archambault Group, the largest chain of music
stores in eastern Canada, and through the SuperClub Videotron
chain of video rental and sales stores, and in business
telecommunications through Videotron Telecom Ltd. Quebecor Inc.
has operations in 17 countries.


QWEST COMMS: Capital Funding Unit Completes Note Tender Offer
-------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q), announced that
its wholly owned subsidiary, Qwest Capital Funding, Inc.,
purchased for cash approximately $921 million aggregate principal
amount of 5.875 percent notes due August 3, 2004 under its
previously announced tender offer for approximately $963 million
of outstanding notes.

A total of approximately $921 million, or approximately 96
percent, in principal amount of QCF notes maturing in 2004 were
tendered prior to 5:00 p.m. on February 11, 2004, and have been
accepted for payment. Holders who tendered by such time received
total consideration of $1,020 per $1,000 principal amount of notes
accepted for purchase, consisting of a purchase price of $1,000
per $1,000 principal amount of notes and an early participation
payment of $20 per $1,000 principal amount of notes. The
settlement was completed today, and interest was paid up to, but
not including, today.

The offer is scheduled to expire at midnight EST, on Thursday,
February 26, 2004, unless extended. Holders who validly tender
their notes after the Early Participation Payment Deadline and
prior to the Expiration Time will receive the purchase price of
$1,000 per $1,000 principal amount of notes accepted for purchase
plus interest accrued up to, but not including, the date on which
payment for the notes is made. Notes tendered after the Early
Participation Payment Deadline may not be withdrawn.

Banc of America Securities LLC and UBS Investment Bank are the
Dealer Managers for the Offer. Questions regarding the Offer may
be directed to Banc of America Securities LLC, High Yield Special
Products, at (888) 292-0070 (US toll-free) and (704) 388-4813
(collect) or UBS Investment Bank, Liability Management Group, at
(888) 722-9555, ext. 4210 (toll-free) and (203) 719-4210
(collect).

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


RELIANCE: Liquidator Wants Deductibles Declared as RIC Assets
-------------------------------------------------------------
M. Diane Koken, Pennsylvania Insurance Commissioner, and
Liquidator of Reliance Insurance Company, asks the Commonwealth
Court to:

   (1) declare that large deductible reimbursements paid by RIC
       insureds under large deductible insurance policies are
       assets of the RIC estate;

   (2) declare that the benefits of the insureds' payments under
       the insured-funded arrangements are assets of the RIC
       estates;

   (3) confirm her right to collect and retain the large
       deductible reimbursements along with the corresponding
       right to draw down and retain the large deductible insured
       collateral if the insured fails to reimburse her for the
       deductible; and

   (4) confirm the obligation of certain guaranty associations to
       cooperate in the collection efforts for the large
       deductible reimbursements.

The Guaranty Associations are:

   -- the California Insurance Guaranty Association,
   -- the Georgia Insurers Insolvency Pool,
   -- the Illinois Insurance Guaranty Fund,
   -- the Massachusetts Insurers Insolvency Fund,
   -- the New Jersey Workers Compensation Security Fund,
   -- the Kansas Insurance Guaranty Association,
   -- the New York Property/Casualty Insurance Security Fund, and
   -- the Texas Property/Casualty Insurance Guaranty Association

Ann B. Laupheimer, Esq., at Blank Rome LLP, in Philadelphia,
Pennsylvania, explains that the Liquidator seeks to protect non-
covered claimants from actions by the Guaranty Associations that
will dilute their recoveries, and to preserve the rights of all
policyholders in the same distribution class to share assets in
proportion to their claims.  The Liquidator's obligations are to:

   (a) protect policyholders and claimants who are not covered by
       the Guaranty Associations;

   (b) ensure that all policyholder claims are treated equally
       and receive their pro rata share of the insolvent
       insurer's assets; and
  
   (c) prevent the Guaranty Associations from removing assets
       from RIC's estate for their exclusive benefit.

Prior to liquidation, RIC entered into about 1,400 insurance
policies that include large deductible provisions.  Most policies
involve workers compensation insurance with a deductible
endorsement and a separate "Deductible Reimbursement Agreement"
attached.  The Deductible Endorsement and Reimbursement Agreement
obligate the insured to reimburse RIC up to a very high
deductible -- often $250,000 to $1,000,000 per claim -- for the
paid loss and allocated loss adjustment expense.  The separate
agreements require large deductible policyholders to provide RIC
with a letter of credit or other form of collateral sufficient to
cover the ultimate expected incurred losses or 125% of the unpaid
reserves within the deductible.  If the insured fails to
reimburse RIC for the deductible, RIC draws down the collateral.  
RIC holds $1,400,000,000 in collateral.

                         The Dispute

Under an existing agreement, RIC was to handle the billing and
collection of policyholder reimbursements under the large
deductible policies.  RIC would remit 80% of deductible amounts
collected to the Guaranty Associations and holdback 20% in a
separate escrow account for its own benefit or for the Guaranty
Associations' benefit, when ownership rights are resolved.

RIC's Liquidation transferred the obligation to pay the large
deductible policy claims from RIC to the Guaranty Associations.  
Once these claims are paid, the Guaranty Associations step into
the shoes of the policyholder to present their claim, along with
other policyholders, against the assets of RIC.  The Guaranty
Associations, by virtue of their claim payments, acquire an
entitlement to the reimbursements for claims, large deductible or
otherwise.

The transfer of obligation gave rise to a dispute between the
Liquidator and the Guaranty Associations over who is entitled to
collect the large deductible reimbursements.

The RIC estate estimates its losses and loss adjustment expenses
at $6,500,000,000.  Ms. Laupheimer tells Judge James Gardner
Collins that most of these claims are covered by the Guaranty
Associations.  Approximately 30% to 50% are non-covered claims,
or those not covered by the Guaranty Associations.  The non-
covered claimants must pay their own losses and wait for the
liquidation process to make a distribution, which may take years.  
On the other hand, the covered claims receive payment from the
Guaranty Associations relatively quickly.  The Guaranty
Associations are subrogated to the covered claimant's right to
recover from the estate.  Thus, when assets are distributed by
the Liquidator, they will be paid pro rata to both the non-
covered claimants and the Guaranty Associations.  Since the
Guaranty Associations do not cover all claims, the Liquidator
strives to maximize asset recoveries so as to distribute as much
as possible to all policyholders.

The Liquidator believes that the large deductible reimbursements
are general assets, which should be distributed to non-covered
claimants and the Guaranty Associations equally.  The Guaranty
Associations argue that they alone are entitled to recover the
large deductibles because they paid the claims.  The Liquidator
wants to recover the deductibles and distribute them to all
policyholders and the Guaranty Associations, while the Guaranty
Associations want these assets for their exclusive benefit.  The
negative impact to non-covered claimants is in the hundreds of
millions of dollars.

Ms. Laupheimer acknowledges that the Guaranty Associations, as
the largest single policyholder-class creditor, should receive
most of the deductible reimbursements.  However, the Guaranty
Associations maintain that they should receive all deductible
reimbursements, reducing the assets available for distribution to
all policyholders who do not receive the benefit of the Guaranty
Associations' coverage.  Such a result violates a major objective
of the Liquidator, Ms. Laupheimer says. (Reliance Bankruptcy News,
Issue No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


REVLON INC: Fidelity Management Agrees to Debt for Equity Swap
--------------------------------------------------------------
Revlon, Inc. (NYSE: REV) announced that its Board of Directors has
approved agreements with Fidelity Management & Research Co., and
MacAndrews & Forbes, the Company's principal shareholder, which
will dramatically strengthen the Company's balance sheet and
increase the liquidity and float of the Company's common stock.

As a result of the agreements reached, debt will be reduced by
approximately $930 million, or roughly 50%. The Company
anticipates that at least $780 million of debt will be eliminated
during the first quarter of 2004 through a debt for equity
exchange.  An additional $50 million of debt will be reduced by a
rights offering to be consummated before the end of 2004.  
Finally, an additional $100 million equity offering will be made,
if necessary. The Company indicated that if public participation
in the debt for equity exchange offer being launched in the first
quarter of 2004 results in the exchange of more than $150 million
of debt from holders other than the Institutional Investor and
MacAndrews & Forbes, the rights offering and equity offering
components will be reduced by such amounts greater than $150
million.

The exchange offer was negotiated and agreed to with the
Institutional Investor. MacAndrews & Forbes agreed to participate
on the same basis. The offer under the same terms will be made
available to all other unsecured note holders of the Company.

MacAndrews & Forbes commitments include contributing the
approximately $475 million of debt it holds in exchange for equity
and backstopping an additional $300 million of debt reduction. The
backstop is reduced by debt for equity exchanges from other
bondholders and proceeds from the rights and equity offerings. The
MacAndrews & Forbes commitments, along with the $155 million debt
for equity exchange by the Institutional Investor, ensures a total
debt reduction of approximately $930 million.

Commenting on the announcement, Revlon President & Chief Executive
Officer Jack Stahl stated, "This refinancing is a crucial step in
the Company's journey to achieve long-term profitable growth. We
have made significant progress to strengthen the business over the
past 18 months, and this dramatic de-leveraging provides an
important platform from which we can further build momentum. I am
delighted by the continued support of Ronald Perelman and this
vote of confidence from a large holder of our securities in the
people and future of Revlon."

Further commenting on the announcement, MacAndrews & Forbes
Chairman Ronald O. Perelman stated, "Revlon is a great American
brand and one of the most identifiable consumer imprints
worldwide. Jack Stahl and his team have done a masterful job, and
I believe that Revlon is now in a position to deliver industry-
leading performance."

The components of the debt reductions may be summarized as
follows:

MacAndrews & Forbes has agreed to exchange preferred stock and an
aggregate of approximately $475 million of indebtedness of Revlon
for shares of Class A common stock of Revlon, par value $0.01 per
share. The Institutional Investor has also agreed to exchange an
aggregate of $155 million of indebtedness of Revlon for shares of
Revlon Class A common stock. The Company intends to commence
exchange offers to holders of any and all of the outstanding 81/8%
Senior Notes due 2006, 9% Senior Notes due 2006 and 85/8% Senior
Subordinated Notes due 2008 of Revlon's wholly owned subsidiary,
Revlon Consumer Products Corporation, each of which is fully and
unconditionally guaranteed by Revlon, on the same terms as agreed
with the Institutional Investor and MacAndrews & Forbes.

The Institutional Investor and MacAndrews & Forbes have agreed to
tender for exchange in the exchange offers an aggregate of
approximately $440 million outstanding 8-1/8% Senior Notes, 9%
Senior Notes and 8-5/8% Senior Subordinated Notes for shares of
Revlon Class A common stock, at a ratio of 400 shares for each
$1,000 principal amount of 8-1/8% Senior Notes or 9% Senior Notes
tendered for exchange or 300 shares for each $1,000 principal
amount of 8-5/8% Senior Subordinated Notes tendered for exchange.
The Institutional Investor may elect to receive cash or additional
shares of Revlon Class A common stock in respect of accrued
interest payable on the notes tendered by it.

In the exchange offers for the outstanding 8-1/8% Senior Notes, 9%
Senior Notes and 8-5/8% Senior Subordinated Notes, other holders
will be offered the opportunity to exchange their notes for (i)
shares of Revlon Class A common stock at the same ratios
applicable to the Institutional Investor and MacAndrews & Forbes
in the agreements, or (ii) cash up to a maximum of $150 million
aggregate principal amount of tendered notes, subject to pro-
ration. Notes tendered for cash would receive $830 per $1,000 face
amount for the 8-1/8% Senior Notes, $800 per $1,000 face amount
for the 9% Senior Notes and $620 per $1,000 face amount for the
8-5/8% Senior Subordinated Notes. Accrued interest will also be
paid on tendered notes in cash or additional shares of Revlon
Class A common stock, at the holder's option.

The maximum principal amount of notes that may be exchanged for
cash is $150 million reduced by the aggregate principal amount of
any notes tendered and exchanged in the exchange offers for shares
of Revlon Class A common stock in excess of the amounts the
Institutional Investor and MacAndrews & Forbes currently hold and
have agreed to tender for exchange. The exchange offers are
expected to commence on or before March 1, 2004.

To the extent that $150 million aggregate principal amount of
notes, other than the notes to be tendered by the Institutional
Investor and MacAndrews & Forbes, are not tendered in the exchange
offers, MacAndrews & Forbes has agreed to subscribe for additional
shares of Revlon Class A common stock at a purchase price of $2.50
per share, with the proceeds of such investment to be used to
repay RCPC's indebtedness. MacAndrews & Forbes has also agreed to
subscribe for additional shares of Revlon Class A common stock in
an aggregate subscription amount equal to the amount of cash
required to be paid by Revlon in exchange for notes which are
tendered for cash, excluding cash payable with respect to accrued
interest.

If as a result of these transactions MacAndrews & Forbes makes an
investment in Revlon Class A common stock for cash, the other
shareholders of record of Revlon as of the date prior to such
investment will be provided the opportunity to subscribe for
Revlon Class A common stock at the same $2.50 subscription price.

In addition to the exchange offers which will reduce indebtedness
by an aggregate of approximately $780 million, the Company's plan
also includes further rights and equity offerings in such amounts
as to ensure that the total debt reduction will be at least $830
million by the end of 2004 and at least $930 million by March
2006. The terms of the rights offering to be consummated prior to
December 31, 2004 and any other equity offerings to be undertaken
in connection with the refinancing plan, including the
subscription prices will be determined by the Board of Directors
at the appropriate times.

Included in the obligations to be exchanged for Revlon Class A
common stock are any and all outstanding amounts owing to
MacAndrews & Forbes, as of the closing date of the exchange
offers, under the RCPC $100 million term loan, $125 million term
loan, $65 million line of credit and certain subordinated
promissory notes payable to MacAndrews & Forbes. Each $1,000
principal amount of indebtedness outstanding under the $100
million term loan, $125 million term loan and the $65 million line
of credit will be exchanged for 400 shares of Revlon Class A
common stock and each $1,000 principal amount of indebtedness
outstanding under subordinated promissory notes will be exchanged
for 300 shares of Revlon Class A common stock. MacAndrews &
Forbes, which beneficially owns 100% of Revlon outstanding shares
of Revlon's Series A preferred stock, having an aggregate
liquidation preference of $54.6 million, and 100% of the
outstanding Series B convertible preferred stock, has also agreed
to exchange its shares of Revlon's Series A preferred stock for
160 shares of Revlon Class A common stock per $1000 liquidation
preference and to convert its shares of Series B convertible
preferred stock into an aggregate of 433,333 shares of Revlon
Class A common stock.

MacAndrews & Forbes, Revlon's majority stockholder, has agreed to
act by written consent to approve the refinancing transactions
discussed above to the extent that such approval is required,
including the approval of the issuance of the necessary additional
shares of Revlon Class A common stock as consideration in the
exchange offers and the transactions contemplated by the
agreements with the Institutional Investor and MacAndrews &
Forbes. The Board of Directors has fixed February 17, 2004 as the
record date for the determination of stockholders entitled to
notice of the action by written consent.

The decision to enter into the transactions described above
follows the announcement in December 2003 that the Board of
Directors had authorized management to begin exploring various
alternatives to strengthen the Company's balance sheet and
increase equity.

The Company currently expects to file an Information Statement
with the SEC and mail exchange offer materials to note holders by
March 1, 2004. The Company indicated that certain aspects of the
refinancing may be subject to Board of Director, stockholder,
lender, and regulatory approvals.

Revlon -- whose September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.7 billion -- is a
worldwide cosmetics, skin care, fragrance and personal care
products company. The Company's vision is to become the world's
most dynamic leader in global beauty and skin care. Websites
featuring current product and promotional information can be
reached at www.revlon.com and www.almay.com. Corporate investor
relations information can be accessed at www.revloninc.com. The
Company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Ultima(R), Charlie(R), Flex(R) and Mitchum(R).


REVLON INC: Will Hold Analyst Meeting on Wednesday
--------------------------------------------------
Revlon, Inc. (NYSE: REV) announced that on Wednesday, February 18,
2004, the Company will hold an Analyst Meeting, from 8:00 AM to
11:00 AM EST, during which Revlon President & CEO Jack Stahl and
other members of senior management will discuss their views on the
current state of the business and the strategic outlook for the
future.

Access will be available via a virtual presentation on the
Company's Web site at http://www.revloninc.com/ To access the  
virtual presentation, click on "Investor Relations" and then
"Events Calendar". An archive of the presentation will also be
available online.

Revlon -- whose September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.7 billion -- is a
worldwide cosmetics, skin care, fragrance and personal care
products company. The Company's vision is to become the world's
most dynamic leader in global beauty and skin care. Websites
featuring current product and promotional information can be
reached at www.revlon.com and www.almay.com. Corporate investor
relations information can be accessed at www.revloninc.com. The
Company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Ultima(R), Charlie(R), Flex(R) and Mitchum(R).


ROGERS COMMS: Developing Advanced Broadband IP Multimedia Network
-----------------------------------------------------------------
Rogers Communications (S&P, BB+ L-T Corporate Credit Rating,
Negative) and Rogers Cable announced that their boards of
directors have approved a plan for the deployment of an advanced
broadband IP multimedia network to support digital voice-over-
cable telephone and other new voice and data services across the
Rogers Cable service areas. The deployment plan, completion of
which is conditional upon supportive regulatory conditions,
targets a product launch in mid-2005 with initial availability to
approximately 1.8 million households, and with availability to the
vast majority of customers in the Rogers Cable service areas in
2006.

Rogers' digital voice telephone service will allow consumers that
switch their home or business telephone service to Rogers'
'Digital Phone' service to keep their existing phone numbers and
receive popular calling features such as directory assistance,
enhanced 911 emergency service, call waiting, caller ID and voice
mail, as well as many new services. Importantly, Rogers' digital
voice-over-cable telephone service will connect to each telephone
jack in the home or office utilizing existing wiring, and will
provide uninterruptible back-up powering in the event of an
electrical outage.

Rogers' Digital Phone telephone service will leverage the
Company's advanced DOCSIS broadband cable network, combined with
advanced soft-switching technology based on CableLabs PacketCable
industry standards and voice over IP (VoIP) technology, as well as
certain billing functionality and network elements of Rogers
Wireless. This primary line telephone offering will deliver high-
quality voice service transported over Rogers' private, IP-based
data network with the reliability and quality of service that
consumers and businesses expect. In addition to primary line
quality digital telephone service, the investment in this
broadband IP multimedia network will enable new advanced IP
services, as well as facilitate future product offerings which
integrate the most powerful aspects of Rogers' cable and wireless
telephone services.

"This furthers our preparation and commitment to providing
customers with full service solutions that deliver the simplicity,
quality and value they want in their communications, entertainment
and information services in one package, on one bill, from one
provider," said Ted Rogers, President and CEO of Rogers
Communications. "Offering high quality primary line telephone
service that includes local and long distance, as well as a
complete suite of advanced IP-based calling features, will be a
compelling addition to the collection of Rogers' services that we
deliver today over our advanced networks. The integration of a
digital voice-over-cable telephone service with Rogers' popular
high-speed Internet product - and then with our Rogers Wireless
services -- will create new service offerings far beyond anything
available today from traditional providers of telephone or
Internet service."

The comprehensive deployment plan includes all of the fixed and
variable costs required to deploy a widely scaleable primary line
quality, high-reliability digital voice-over-cable telephony
service across the Rogers Cable serving footprint, including fixed
costs associated with information technologies, systems
integration, transport, IP network redundancy, multi-hour network
powering, and network status monitoring. The fixed capital costs
associated with the deployment are expected to approximate $200
million, with between approximately $140 million to $170 million
of expenditures occurring during 2004. The variable capital costs
associated with adding each incremental voice-over-cable telephony
service subscriber, including switching and gateway capacity,
incremental network capacity and customer premise equipment with
uninterruptible backup powering at the home or office are expected
to approximate $300 to $340 per subscriber. It is expected that
Rogers Cable will initially utilize certain network elements of
one or more third party CLECs to facilitate interconnection with
the public switched telephone network. A subsidiary of Rogers
Communications Inc. filed an application for CLEC status with the
CRTC in 2003 and has begun negotiations with other carriers.

Rogers Cable Inc. is a wholly owned subsidiary of Rogers
Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG). Rogers Cable
passes 3.2 million homes in Ontario, New Brunswick, Newfoundland
and Labrador, and at 71% has the highest basic penetration of any
cable operator in North America. The Company pioneered high-speed
Internet access with the first commercial launch in North America
in 1995 and now approximately 25% of homes passed are Internet
customers. With 99% of its network digital ready, Rogers leads the
Canadian market in offering High Definition TV, a suite of Rogers
On Demand services (including Video On Demand, Personal Video
Recorders and Timeshifting channels), as well as the largest line-
up of digital, ethnic and sports programming. Approximately one
quarter of Rogers basic subscribers are also digital customers and
over 35% are Rogers Hi-Speed residential and business customers.
Rogers Cable also owns and operates 279 Rogers Video stores.

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is
Canada's national communications company, which is engaged in
cable television, Internet access and video retailing through
Rogers Cable Inc.; digital PCS, cellular, data communications and
paging through Rogers Wireless Communications Inc. and radio,
television broadcasting, televised shopping, and publishing
businesses through Rogers Media Inc.


SHAW COMMUNICATIONS: Will Take Steps to Defend Customer Privacy
---------------------------------------------------------------
Shaw Communications Inc. (Shaw) announced that it would oppose an
application begun Wednesday in Federal Court to require it to
disclose personal information about its Internet subscribers.

The company was responding to a demand by a number of music
companies who have launched a court action involving Canada's
major Internet service providers, including Shaw.

"We intend to ask the Court to preserve the privacy of our
customers," said Jim Shaw, Chief Executive Officer of Shaw. "We
are committed to protecting our customers' privacy."

"Over and above that, we and all other companies operating in
Canada are required, under the Federal privacy statute and other
laws, to protect the privacy of our respective customers," he
noted.

The action has been brought by the music companies to stop the
transmission of MP3 and other music formats through peer to peer
exchanges over the Internet and with the stated intention of
allowing the music companies to bring legal action against the
individual subscribers. There is no allegation that the music is
stored on Shaw's Internet servers or that Shaw is to be made a
defendant in any action.

"We believe this application amounts to a civil search warrant and
we do not think that the music companies' application should
override our responsibility in law to protect the rights of our
customers to maintain their privacy," said Peter Bissonnette,
President of Shaw.

Shaw Communications Inc. (S&P, BB+ Corporate Credit Rating,
Stable} is a diversified Canadian communications company whose
core business is providing broadband cable television, Internet
and satellite direct-to-home services to approximately 2.9 million
customers. Shaw is traded on the Toronto and New York stock
exchanges and is included in the S&P/TSX 60 index. (Symbol: TSX -
SJR.B, NYSE - SJR).


SIRIUS SATELLITE: Commences $200 Mill. Convertible Debt Offering
----------------------------------------------------------------
SIRIUS Satellite Radio (Nasdaq: SIRI) announced the offering of
$200 million principal amount of Convertible Notes due 2009, to a
qualified institutional buyer pursuant to Rule 144A under the
Securities Act of 1933, as amended.  

In addition, Sirius has granted the initial purchaser a 30-day
option to purchase up to an additional $40 million principal
amount of the notes.

Sirius plans to use the net proceeds from the offering for general
corporate purposes.

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

SIRIUS (S&P, CCC Corporate Credit Rating, Stable) is the only
satellite radio service bringing listeners more than 100 streams
of the best music and entertainment coast-to-coast.  SIRIUS offers
60 music streams with no commercials, along with over 40 world-
class sports, news and entertainment streams for a monthly
subscription fee of only $12.95, with greater savings for upfront
payments of multiple months or a year or more.  Stream Jockeys
create and deliver uncompromised music in virtually every genre to
our listeners 24 hours a day.  Satellite radio products bringing
SIRIUS to listeners in the car, truck, home, RV and boat are
manufactured by Kenwood, Panasonic, Clarion and Audiovox, and are
available at major retailers including Circuit City, Best Buy, Car
Toys, Good Guys, Tweeter, Ultimate Electronics, Sears and
Crutchfield.  SIRIUS is the leading OEM satellite radio provider,
with exclusive partnerships with DaimlerChrysler, Ford and BMW.  
Automotive brands currently offering SIRIUS radios in select new
car models include BMW, MINI, Chrysler, Dodge, Jeep(R), Nissan,
Infiniti, Mazda and Audi.  Automotive brands that have announced
plans to offer SIRIUS in select models include Ford, Lincoln,
Mercury, Mercedes-Benz, Jaguar, Volvo, Volkswagen, Land Rover and
Aston Martin.


SLATER: Universal Stainless Walks from Fort Wayne Plant Auction
---------------------------------------------------------------
Universal Stainless & Alloy Products, Inc. (Nasdaq:USAP) exited
last week's auction for the assets of the idled Fort Wayne,
Indiana specialty steel bar facility of Slater Steels Corporation,
after the bid exceeded the Company's estimated value of the
assets.

Slater Steels Corporation and its parent company Slater Steel Inc.
(TSX:SSI.TO), of Mississsauga, Ontario, Canada both filed for
bankruptcy protection in 2003.

Universal Stainless & Alloy Products, Inc., headquartered in
Bridgeville, Pa., manufactures and markets a broad line of semi-
finished and finished specialty steels, including stainless steel,
tool steel and certain other alloyed steels. The Company's
products are sold to original equipment manufacturers, service
centers, forgers, rerollers and wire redrawers.


SOLECTRON: Inks Pact to Sell SMART Modular Units to Texas Pacific
-----------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and integrated supply chain management
services, signed a definitive agreement to sell SMART Modular
Technologies, Inc., and its other affiliated SMART Modular
Technologies companies to Texas Pacific Group, Francisco Partners
and Shah Management.

SMART Modular, based in Fremont, California, is a leading
manufacturer of memory and communications products for the
computing, networking and telecommunications industries.

Under the terms of the agreement, Texas Pacific Group, Francisco
Partners and Shah Management will acquire SMART Modular for
approximately $100 million in cash. Solectron will retain SMART
Modular's Aguadilla and Mayaguez, Puerto Rico, sites that perform
electronics assembly services.

The transaction is part of Solectron's previously announced plan
to sell certain assets that are not central to the company's
future strategy. Earlier this month, Solectron announced the
close of an agreement to divest its DY 4 Systems business.

Solectron -- http://www.solectron.com/-- (S&P, B+ Corporate  
Credit Rating Stable Outlook) provides a full range of global
manufacturing and integrated supply chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new product design and introduction services,
materials management, product manufacturing, and product warranty
and end-of-life support. The company is based in Milpitas,
Calif., and had sales of $11 billion in fiscal 2003.

Texas Pacific Group, founded in 1993 and based in San Francisco,
Calif., London and Fort Worth, Texas, is a private investment
partnership managing over $13 billion in assets. TPG seeks to
invest in world-class franchises across a range of industries,
including significant investments in technology, leading
retailers, branded consumer franchises, airlines and healthcare.

With $2.5 billion of committed capital, Francisco Partners is one
of the world's largest technology-focused private equity funds.
The principals of Francisco Partners have invested in excess of
$2.4 billion of equity capital in over 50 technology companies
during the past decade, including several of the most successful
buyouts effected to date. For additional information, visit
http://www.franciscopartners.com/


STELCO INC: Ernst & Young Reports CCAA Restructuring Updates
------------------------------------------------------------
Stelco provides the following update on the Corporation's
restructuring under the Companies Creditors Arrangement Act:

                    First Report of the Monitor

The First Report of the Monitor, an update on the Corporation's
restructuring under the CCAA, has been completed by Ernst & Young
Inc., and is now available at http://www.mccarthy.ca/en/ccaa/  

The Report provides information on the following matters:

                 Initiation of Foreign Proceedings

The Monitor, as authorized pursuant to the court order that
established the initial stay of proceedings, has sought and
received a preliminary injunction order from the U.S. Bankruptcy
Court, which preliminary injunction order provides for, among
other things, a stay of proceedings against the Corporation and
the other Stelco companies covered by the CCAA proceedings.

                  Preliminary Operational Update

Various documents have been posted by the Applicants on their
counsel's web site -- http://www.mccarthy.ca/en/ccaa/ These  
documents include the materials filed with the court by the
Applicants under the CCAA proceedings, a list for service of legal
notices, and court orders obtained from the U.S. Bankruptcy Court.

Utilization under the existing senior credit facility was $277.4
million as at February 10, 2004. The total credit available under
the existing senior credit facility is $350 million, and a further
$75 million will be available under a DIP Facility once it is
executed.

             Requested Amendments to the Initial Order

The Applicants intend to bring a motion seeking certain amendments
to the Initial Order as a result of requests from and negotiations
with various stakeholders including the Corporation's lenders,
construction lien claimants, counsel to retired salaried
beneficiaries of the Applicants and bondholders.

The Monitor is of the view that the requested amendments to the
Initial Order are reasonable and recommends that amendments should
be made.

                Requested Representational Order
                 for Retired Salaried Employees

The Applicants intend to bring a motion seeking a representation
order for retired salaried beneficiaries of the Applicants. The
Monitor is of the view that the requested representation order is
reasonable and recommends that this order should be made.

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.

This news release may contain forward-looking information with
respect to the Corporation's business operations, financial
performance and conditions. Actual results may differ from
expected results for a variety of reasons including factors
discussed in the Corporation's Management's Discussion and
Analysis section of the Corporation's 2002 Annual Report.

To learn more about Stelco and its businesses, visit
http://www.stelco.ca/


STONERIDGE INC: S&P Revises Outlook on Low-B Ratings to Positive
----------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on Warren,
OH-based Stoneridge Inc. to positive from negative, reflecting the
potential for an upgrade within the next one to two years if the
company strengthens its financial profile through continued free
cash flow generation and a disciplined approach to acquisitions.
Standard & Poor's also affirmed its 'BB-' corporate credit rating
on Stoneridge.

In addition, Standard & Poor's affirmed its 'BB' senior secured
debt rating on Stoneridge and assigned a recovery rating of 1,
reflecting a high expectation for the full recovery of principal
in the event of default. Standard & Poor's also raised its senior
unsecured debt rating on Stoneridge's $200 million senior notes to
'B+' from 'B', reflecting the enhanced position of these creditors
due to the company's recent pay down of senior secured debt.
   
According to credit analyst Nancy Messer, the positive outlook
reflects Stoneridge's improved financial profile, resulting from
consistent free cash flow in recent years, and significant debt
reduction since the end of 2001. "Free cash flow during 2002 and
2003, which totaled more than $100 million, was largely used for
debt pay down, as no acquisitions have been undertaken since
1999," said Ms. Messer. "During this hiatus in acquisition
activity, Stoneridge improved operating performance and capital
deployment efficiency," she added.

Ms. Messer said that the ratings on Stoneridge reflect the
company's below-average financial profile and exposure to the
highly competitive automotive and commercial vehicle industries,
mitigated by the company's diversified revenue base, growing
demand for the type of products it produces, and free cash flow
generation. The company had balance sheet debt of about $200
million at Dec. 31, 2003.

"Stoneridge benefits from a fairly diverse customer base, relative
to the industry," Ms. Messer noted. "If the company is able to
exceed credit measures of total debt to EBITDA of about 3.5x and
EBITDA interest coverage of near 3x despite possible acquisition
activity, the ratings could be raised within the next one to two
years," she concluded."


SUNLINK HEALTH: Red Ink Continues to Flow in December 2003 Quarter
------------------------------------------------------------------
SunLink Health Systems, Inc. (AMEX:SSY) announced a net loss of
$118,000 or $0.02 per share for the quarter ended December 31,
2003, compared to a net loss of $986,000 or $0.20 per share for
the quarter ended December 31, 2002.

For the six months ended December 31, 2003, SunLink reported a net
loss of $1,208,000 or $0.21 per share compared to a net loss of
$551,000 or $0.11 per share for the six months ended December 31,
2002.

SunLink reported a loss from continuing operations for its second
fiscal quarter ended December 31, 2003 of $126,000 or $0.02 per
share compared to a loss of $1,302,000 or $0.26 per diluted share
for the quarter ended December 31, 2002. For the six months ended
December 31, 2003, SunLink reported a loss from continuing
operations of $1,201,000 or $0.21 per share compared to a loss
from continuing operations of $852,000 or $0.17 per share for the
six months ended December 31, 2002. Included in the loss for the
prior year was $411,000 of merger expenses related to the then-
pending acquisition of HealthMont, Inc.

Included for the quarter ended December 31, 2003 are the results,
for the period from October 3, 2003 through December 31, 2003, of
the two community hospitals acquired by SunLink from HealthMont,
Inc. on October 3, 2003. On that date, SunLink completed the
previously announced merger with HealthMont in which SunLink
acquired Memorial Hospital of Adel, a 60-bed acute-care facility
in Adel, Georgia, which includes a 95-bed nursing home, and
Callaway Community Hospital, a 49-bed acute-care hospital in
Fulton, Missouri.

The Company had an operating profit for the quarter ended
December 31, 2003 of $1,312,000 compared to an operating loss for
the quarter ended December 31, 2002 of $256,000. The operating
loss for the prior year resulted from an asset impairment charge
of $1,562,000 for the write down in carrying value of the former
Mountainside Medical Center in Jasper, Georgia. For the six months
ended December 31, 2003, SunLink reported an operating profit of
$1,278,000 compared to an operating profit of $1,019,000 for the
six months ended December 31, 2002 (which included the $1,562,000
asset impairment charge).

Consolidated net revenues for the three months ended December 31,
2003 and 2002 were $35,813,000 and $23,675,000, respectively,
representing an increase of 51.3% for the three months ended
December 31, 2003 from the comparable period in 2002. The
increased net revenues resulted from the two acquired HealthMont
hospitals, a 25.2% increase in same-store admissions, and an 18.3%
increase in same-store equivalent admissions. Surgeries also
increased 11.6% on a same-store basis. The Company has added 37
net additional physicians to the medical staffs of its facilities
over the past 24 months (including 5 additional physicians in the
quarter ended December 31, 2003). The new physicians have
contributed much of the increased volume.

Consolidated net revenues for the six months ended December 31,
2003 and 2002 were $62,330,000 and $47,476,000, respectively,
representing an increase of 31.3% for the six months ended
December 31, 2003 from comparable period in 2002. The increase in
net revenues resulted from the two acquired HealthMont hospitals,
a 22.4% increase in same-store admissions, a 14.8% increase in
same-store equivalent admissions and a 6.8% increase in same store
surgeries.

At December 31, 2003, SunLink was in violation of one financial
covenant under each of two debt agreements. Waivers of compliance
with these financial covenants have been received from the two
lenders. However, in accordance with Emerging Issues Task Force
abstract No. 86-30, SunLink has classified the corresponding long-
term debt of $6,400,000 under the two debt agreements as current
liabilities as of December 31, 2003 because the lenders did not
waive compliance with the financial covenants for more than one
year.

SunLink Health Systems, Inc. currently operates eight community
hospitals and related businesses in the Southeast and Midwest.
Each SunLink facility is the only hospital in its community.
SunLink's operating strategy is to link patients' needs with
dedicated physicians and health professionals to deliver quality,
efficient medical care in each community it serves.


TANGRAM ENTERPRISE: Dec. 31 Working Capital Deficit Tops $1.7 Mil.
------------------------------------------------------------------
Tangram Enterprise Solutions, Inc. (OTC Bulletin Board: TESI), a
leading provider of IT asset management software and services,
announced operating results for the fourth quarter and the year
ended December 31, 2003.

For the year ended December 31, 2003, total revenues fell 8% to
$10.6 million, down from $11.6 million in 2002.  Net loss for the
year ended December 31, 2003 was $1.8 million, or ($0.09) per
share.  This compares to a net loss of $3.0 million, or ($0.15)
per share, in 2002.  Excluding the software impairment charge, as
discussed below, the company's net loss in 2003 was $112,000, or
($0.01) per share, compared to a net loss of $2.2 million, or
($0.11) per share in 2002.  For the year ended December 31, 2003,
net cash provided by operating activities improved significantly
to $2.7 million, up from $290,000 for the year ended December 31,
2002.

For the quarter ended December 31, 2003, the company reported
total revenues of $3.0 million, compared with $2.8 million in the
fourth quarter of 2002, an increase of 7%.  Net loss for the
fourth quarter of 2003 was $1.7 million, or ($0.08) per share,
which includes a charge to operations of $1.7 million related to
an impairment charge for the Enterprise Insight product (due to
limited sales and strong competition).  This compares with a net
loss of $1.3 million, or ($0.06) per share, in the fourth quarter
2002.  In 2002, the Company recognized a $760,000 impairment
charge for its investment in Enterprise Insight product as such
investment was judged to have experienced an other than temporary
decline in value.  The software impairment charges are included in
cost of revenue in the accompanying statements of operations.
Excluding the software impairment charge in 2003 and 2002, the
company's net earnings in the fourth quarter of 2003 were $68,000,
or $0.00 per share, compared to a net loss of $491,000, or ($0.02)
per share in the fourth quarter of 2002.

At December 31, 2003, the company's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $1.7 million, while total shareholders' equity is further
whittled down to about $800,000 from about $2.6 million a year
ago.

On December 4, 2003 Tangram announced that it had entered into an
Agreement and Plan of Reorganization with Opsware Inc., and TES
Acquisition Corp., a wholly-owned subsidiary of Opsware. Pursuant
to this merger agreement, TES Acquisition Corp. will be merged
with and into Tangram, with Tangram continuing as a wholly-owned
subsidiary of Opsware. In the merger, all of Tangram's outstanding
debt will be satisfied through the issuance of Opsware common
stock to the debt holders, and all outstanding shares of Tangram's
convertible preferred stock and common stock will be exchanged for
shares of Opsware common stock at an exchange ratio set forth in
the merger agreement. The value of the transaction is $10 million,
subject to certain adjustments and conditions contained in the
merger agreement. The merger with Opsware is expected to be
completed on February 20, 2004, subject to receiving the required
shareholder approval.

Tangram Enterprise Solutions, Inc., is a leading provider of
cohesive, automated IT asset management software solutions and
services for large and midsize organizations across all
industries, in both domestic and international markets. Tangram's
core business strategy and operating philosophy center on
delivering world-class customer care, creating a more personal and
productive IT asset management experience through a phased
solution implementation, tailored solutions that support evolving
customer needs, and leading-edge technical position. Today,
Tangram's solutions manage more than two million workstations,
servers, and other related assets. Tangram is a majority owned
subsidiary of Safeguard Scientifics, Inc. --
http://www.safeguard.com/-- (NYSE: SFE), an operating company  
that creates long-term value by taking controlling interest in and
developing its companies through superior operations and
management. Safeguard operates businesses that provide business
decision and life science software-based product and service
solutions.

Opsware Inc., formerly Loudcloud, is the leading provider of data
center automation software, offering a complete solution for
enterprises, government agencies, and service providers looking to
reduce costs and increase IT efficiencies. The Opsware System
uniquely combines process automation with built-in operations
knowledge on numerous technologies. Opsware was the foundation of
Loudcloud's software-powered managed services business and has
been proven to lower costs, accelerate change, and increase
service quality. For more information on Opsware Inc., please
visit http://www.opsware.com/


TENFOLD CORP: December 31 Net Capital Deficit Narrows to $1.4 Mil.
------------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, announced its financial results for the
fourth quarter and year ended December 31, 2003.

For the fourth quarter, TenFold reported revenues of $4.2 million,
operating profit of $861,000, net income of $922,000, and diluted
earnings per share of $0.02.  TenFold had cash balances of $12.2
million at December 31, 2003.

For calendar year 2003, revenues were $27.7 million, operating
profit was $11.3 million, net income was $13.7 million, and
diluted earnings per share were $0.29.

At December 31, 2003, TenFold's balance sheet shows a working
capital deficit of about $3 million, and a total shareholders'
equity deficit of about $1.4 million.

"2003 was an exceptionally important year for TenFold.  We
delivered our first profitable year in four years with four
quarters of profitability.  We released the next generation of our
EnterpriseTenFold technology.  We introduced Tsunami, an
innovative technology that lets an interested applications
developer discover via the Internet the power of TenFold
technology.  We continued to serve our customers well and
introduced new customers to TenFold with small, proof-of-concept
projects called VersionOnes. We capped the year bringing into
TenFold an enthusiastic group of new shareholders who participated
in a private placement that strengthened our balance sheet and
improved liquidity," said Dr. Nancy Harvey, TenFold's President
and CEO.  "I'm enormously proud of our team and thankful to the
customers and shareholders whose support and confidence in TenFold
has made a difference for us."

Q4 of 2003 was notable for a number of additional reasons:

     *  TenFold strengthened its balance sheet by raising $10M in
        gross proceeds from a private placement of its common
        stock.

     *  TenFold strengthened its management team with Linda
        Valentine, who joined as a Senior Vice President of
        Operations after an impressive background with Motorola
        and other companies and Robert Kier as Vice President of
        Marketing.

     *  TenFold announced a short video at drilldown.10fold.com
        presenting the application built in a VersionOne project
        at Chugach Electric.

     *  TenFold announced that it resolved issues related to its
        remaining, legacy real estate obligations and the
        completion of its financial turnaround.

     *  TenFold announced a new service offering called
        RequirementsNow! for the rapid completion of important
        customer applications.

     *  TenFold announced and began shipping several exciting,
        important features in its EnterpriseTenFold product such
        as AutoDocument that automates the production of
        applications documentation and ShowMe which provides a
        WYSIWYG view of an under-development transaction.

     *  TenFold announced its presence at various public forums in
        successful speaking, publicity, and product
        demonstrations.  

     *  TenFold announced the expansion of its VAR distribution
        channel via an agreement with Protech Computer Services.  

     *  TenFold announced the first production application
        developed using its Tsunami technology.  

     *  TenFold announced the availability of a White Paper
        describing its EnterpriseTenFold platform and the TenFold
        patents underlying that platform.   

TenFold (OTC Bulletin Board: TENF) licenses its patented
technology for applications development, EnterpriseTenFold(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems.  Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, EnterpriseTenFold technology lets
a small team of business people and IT professionals design,
build, deploy, maintain, and upgrade new or replacement
applications with extraordinary Speed, unparalleled applications
Quality, and never-before-seen Power features.  For more
information, visit http://www.10fold.com/


TRICO MARINE: Completes New Senior Secured Credit Facility
----------------------------------------------------------
Trico Marine Services, Inc. (Nasdaq: TMAR) closed its previously
announced refinancing of its existing U.S. revolving credit
facility.  

The Company refinanced the U.S. Dollar Facility to relieve the
Company of the maintenance debt covenants under that existing
facility and to add operating flexibility.  The Company's new $55
million senior secured credit facility is secured by 43 supply
vessels.  The New Credit Facility is a floating rate facility, was
priced at a 600 basis point spread over LIBOR with base rate of
LIBOR not less than 2.0%, has an original issue discount of 2.0%
and is subject to incurrence-based covenants.

The net proceeds from the New Credit Facility are approximately
$51.4 million after deducting the original issue discount and
estimated offering expenses.  Net proceeds from the New Credit
Facility will be used to retire and repay indebtedness of $31.0
million aggregate principal under the U.S. Dollar Facility,
collateralize a letter of credit facility and for general
corporate purposes.  The New Credit Facility has a maturity of
February 2009 and will have two years of call protection.  In
addition to extending the maturity for the Company's credit
facility, the refinancing will also provide incremental available
liquidity.

Trico Marine (S&P, B Corporate Credit Rating, Negative) provides a
broad range of marine support services to the oil and gas
industry, primarily in the Gulf of Mexico, the North Sea, Latin
America, and West Africa.  The services provided by the Company's
diversified fleet of vessels include the marine transportation of
drilling materials, supplies and crews, and support for the
construction, installation, maintenance and removal of offshore
facilities.  Trico has principal offices in Houma, Louisiana, and
Houston, Texas.  Visit http://www.tricomarine.com/for more
information on the Company.


TRUMP ATLANTIC: S&P Hacks Corporate Credit Rating to CCC-
---------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
and first-mortgage note debt ratings for Trump Casino Holdings LLC
to 'CCC+' from 'B-', and its second-mortgage note rating to 'CCC-'
from 'CCC' and simultaneously placed the ratings on CreditWatch
with negative implications.

At the same time, Standard & Poor's placed its 'CCC+' corporate
credit and senior secured debt ratings of Trump Atlantic City
Associates on CreditWatch with negative implications.

The rating actions follow the announcement by Atlantic City, New
Jersey-based Trump Hotels & Casino Resorts Inc., the holding
company parent of TAC & TCH, that it had entered into an
exclusivity agreement with DLJ Merchant Banking Partners III, L.P.
(DLJMB), an affiliate of Credit Suisse First Boston, in connection
with DLJMB's proposed $400 million investment, in the form of
common equity, to sponsor a comprehensive recapitalization of
THCR. "This proposed recapitalization could include the
restructuring of the outstanding bond issues at both TAC and TCH
at a discount to face value, which Standard & Poor's would
consider to be tantamount to a default," said Standard & Poor's
credit analyst Michael Scerbo.

The equalization of the ratings between TAC and TCH reflects the
announcement that a potential restructuring would likely affect
the bonds of both TAC & TCH, despite firewalls that exist in the
financing arrangements of each entity. Therefore, a ratings
distinction between TAC & TCH is no longer warranted.

The CreditWatch listing will be resolved as additional details of
a potential restructuring become clear.


UNITED AIRLINES: Wants to Stretch Plan-Filing Time to June 30
-------------------------------------------------------------
United Airlines Inc., and its debtor-affiliates ask Judge Wedoff
to extend their exclusive periods to file a Chapter 11 Plan of
Reorganization through June 30, 2004 and to solicit acceptances of
that plan through August 30, 2004.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that,
during the course of these Chapter 11 proceedings, the Debtors
have transformed their cost structure while "delivering
operational excellence."  The Debtors are on track to emerge from
Chapter 11 during the first half of this year.  However, certain
key issues remain unresolved.  The Debtors could file a Plan
before the current March 8 deadline, but their stakeholders could
reap significant benefits if the Debtors are afforded more time.

According to Mr. Sprayregen, the major unresolved issues are:

  -- the federal loan guarantee application pending with ATSB;

  -- the Section 1110 restructuring process;

  -- resolution of the Debtors' retiree obligations;

  -- the Debtors' United Express strategy; and

  -- the claims resolution process.

Any Plan produced prematurely will force the Debtors to make
predictions on the outcomes of these initiatives.  This would
likely result in complicated amendments to the Plan and
Disclosure Statement.  Mr. Sprayregen assures the Court that the
initiatives are expected to be resolved in short order.  

Mr. Sprayregen points out that cause exists to extend the
Exclusive Periods because all necessary legal components for an
extension are present:

   -- the Debtors' cases are large and complex;

   -- the Debtors have made significant progress in their
      restructuring efforts;

   -- the Debtors need the additional time to negotiate their
      Plan and prepare adequate information to their
      stakeholders; and

   -- an extension of the Exclusivity Periods will cause little
      if any harm to creditors, but denial of the Debtors'
      request would be detrimental to the Debtors' reorganization
      efforts. (United Airlines Bankruptcy News, Issue No. 39;
      Bankruptcy Creditors' Service, Inc., 215/945-7000)   


UNITED AIRLINES: Flight Attendants Picket at Denver Airport Thurs.
------------------------------------------------------------------
United Airlines flight attendants and retirees, represented by the
Association of Flight Attendants-CWA, AFL-CIO, picketed, leafleted
passengers and held a rally at Denver Airport on Thursday -- the
same day United Airlines launches its new Ted service -- to
protest United's plan to renege on its agreement to provide lower
cost retiree health benefits to those who retired before July 1,
2003.

"If you look beyond Ted's hip logo and progressive, fresh
attitude, you'll see the same bad management decisions for which
United is infamous," said United AFA Master Executive Council
President Greg Davidowitch. "The new United is no more than a
slick marketing campaign being funded on the backs of retirees who
gave decades of service to United Airlines."

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

"Why is medical insurance so important to me? I was severely
injured on a UAL airplane and struggled through several surgeries
and intense physical rehabilitation, to return to work as a flight
attendant," stated Gail Rodosevich, retired Denver flight
attendant. "After 31 years plus with United Airlines, and fighting
my way back to work from a serious injury, it was with great
trepidation that I allowed myself to consider an early retirement.
Without the offer to assure my medical benefits, I would not have
retired."

Flight attendants have asked the bankruptcy court to appoint an
examiner to investigate United Airlines' scheme to intentionally
mislead thousands of flight attendants into ending their careers
and retiring early, defrauding them out of their retirement
benefits. The court will hear the motion on Feb. 20.

Flight attendants will also be picketing and leafleting at Ft.
Lauderdale Airport when Ted's first flight lands on Thursday
afternoon. More passenger outreach events are taking place in Las
Vegas and Seattle where retirees will be on hand to tell their
stories about how United's proposed changes will impact their
lives, and current United employees will join in the fight to
inform the public of United's bait and switch tactics.

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


UNOVA INC: 4th-Quarter & Full-Year 2003 Results Sink into Red Ink
-----------------------------------------------------------------
UNOVA Inc. (NYSE:UNA) announced financial results for the fourth
quarter and fiscal year 2003 that indicate continued growth at its
Intermec division, positive cash flow from operations, successful
settlements of intellectual property disputes and significant
progress restructuring its industrial businesses.

UNOVA reported 2003 revenues from continuing operations of $1.12
billion and a net loss of $19.3 million, or $0.33 per share,
compared to 2002 revenues of $1.27 billion and net earnings of
$2.4 million, or $0.04 per share.

Segment operating profits from continuing operations were $43.7
million for 2003, compared to a profit of $95.4 million for 2002.
The results include operating profit from intellectual property
settlements of $12.5 million and $90.2 million of settlements and
sales of certain intellectual property in 2003 and 2002,
respectively. Segment operating profits from products and service
increased $25.9 million in 2003 compared to 2002.

"Unova's excellent fourth quarter operating performance completed
a year in which we delivered on our commitments. We executed our
IAS integration and cost savings goals on schedule and have
positioned the Company to grow and succeed as its markets
recover," said Larry Brady, Chairman and CEO. "Intermec's business
model and operating leverage has enabled the Company to generate
attractive operating margins and simultaneously provide resources
to invest in future growth."

Fiscal year 2003 and 2002 results included special charges of $9.9
million and $34.6 million, respectively. The special charges
primarily relate to the consolidation and merger of the Company's
Cincinnati Machine and Lamb Technicon industrial automation
businesses and the relocation of corporate headquarters to
Everett, Wash.

For the quarter ended Dec. 31, 2003, the Company reported revenues
of $300.9 million and a net loss of $2.2 million, or $0.04 per
share, compared to revenues of $326.7 million and a net loss of
$16.0 million, or $0.27 per share for the prior period. The loss
from continuing operations during the fourth quarter of 2003 of
$3.4 million includes $7.0 million of special charges and a tax
provision of $6.2 million. The loss from continuing operations
during the comparable quarter in the prior year of $15.0 million
includes $24.7 million of special charges, which were almost
entirely offset by $23.7 million in operating profits from two
intellectual property transactions.

During the third quarter, the Company sold principally all the
assets and existing backlog of its Lamb Body & Assembly Systems
division. The Company's revenues, costs and expenses from
continuing operations exclude the results of Lamb Body & Assembly
for 2003 and 2002.

After tax profit from discontinued operations of $1.1 million in
the fourth quarter of 2003, is net of a $4.4 million tax benefit
related to full year losses. This compares to a loss of $1.0
million in the comparable prior year quarter. After tax losses
from discontinued operations for the year, including a loss on
disposal of the assets of $2.0 million, were $8.2 million compared
to $5.2 million in the prior year.

The Company's net cash (defined as cash and cash equivalents less
total debt) improved $76.3 million during fiscal year 2003 through
a combination of cash flow from operations, proceeds from
intellectual property settlements and asset sales. At year end,
the Company's net cash was a positive $29.9 million. The Company's
cash and cash equivalent position of $238.4 million as of Dec. 31,
2003 is the highest level in UNOVA's six-year history.

                   Automated Data Systems

In the fourth quarter of 2003, revenues at the Company's ADS
segment, comprising Intermec Technologies, were $185.9 million.
ADS revenues for the comparable fourth quarter of 2002 were $207.6
million.

The ADS segment recorded a $13.1 million operating profit for the
fourth quarter of 2003 compared to an operating profit of $32.7
million for the fourth quarter of 2002. As stated earlier, segment
operating profit from IP settlements in the fourth quarter of 2002
were $23.7 million lower than the comparable prior-year period.
Segment operating profit in the fourth quarter of 2003 includes
$1.3 million of legal expense to further support the Company's IP
enforcement activities. Subsequent to year end, the Company
settled a patent dispute with Apple regarding patents held by both
companies. This will have a material positive impact on the first
quarter 2004 operating results.

ADS fourth quarter 2003 product and service revenues increased
$8.9 million from the prior year comparable quarter and related
segment operating profit increased $5.4 million to $14.4 million.
Systems & Solutions product revenues grew five percent, service
revenues grew eleven percent, and Printer/Media product revenues
increased three percent.

Geographically, the Europe, Middle East and Africa region
continued to show strong results. Revenues in EMEA grew 17 percent
over the comparable prior-year period. North America revenues
increased three percent. Revenues in the rest of the world
declined 8 percent versus an unusually strong prior-year quarter.
Fluctuations in foreign currency exchange rates provided a
favorable impact of nearly $9 million.

Operating margin on ADS product and service revenues of 7.7
percent in the fourth quarter 2003 resulted in a 2.6 point
increase over the comparable prior-year quarter. ADS achieved this
performance while increasing its research and development
investments by $3.5 million on a comparable prior year quarterly
basis.

                Industrial Automation Systems

The IAS segment reported fourth quarter 2003 revenues of $114.9
million and an operating profit of $0.7 million. These results
compare to fourth quarter 2002 revenues of $119.2 million and an
operating loss of ($12.3) million. IAS fourth quarter segment
results were benefited by increased shipments and strong operating
performance within its Grinding businesses.

For fiscal year 2003, IAS reported revenues of $416.0 million and
an operating loss of ($22.1) million, compared to revenues of
$521.6 million and an operating loss of ($14.8) million for the
prior year.

IAS segment operating results for 2003 do not include special
charges of $8.2 million, including $6.1 million in the fourth
quarter related to the IAS restructuring. 2002 segment operating
results do not include special charges of $28.2 million,
comprising $23.5 million in the fourth quarter related to IAS
segment restructuring and $4.7 in the first quarter related to a
loss on the sale of a non-core business. During the fourth quarter
of 2003, Cincinnati Lamb completed its move of its aerospace and
service parts businesses to its new facility in Hebron, Kentucky.
The Company has enjoyed immediate improved results from its more
streamlined and cost efficient facility.

Backlog for all IAS businesses was $266.3 million at Dec. 31,
2003, up from $214.0 million at the end of 2002. IAS backlog in
both periods is adjusted to reflect the discontinued operations of
Lamb Body and Assembly.

UNOVA (Fitch, B- Senior Unsecured Rating, Stable Outlook) is a
leading supplier of mobile computing and wireless network products
for non-office applications and of manufacturing systems
technologies primarily for the automotive and aerospace
industries.

For more information on the Company, visit http://www.unova.com/   


U.S.I. HOLDINGS: Reports Improved Q4 and Year-End 2003 Results
--------------------------------------------------------------
U.S.I. Holdings Corporation, (Nasdaq: USIH) reported financial
results for the fourth quarter ended December 31, 2003.

Revenues for the quarter increased $7.8 million, or 8.6%, to $99.0
million from $91.2 million recorded during the same period in
2002. The revenue increase was attributable to the impact of
acquisitions and to organic growth. Organic revenue growth (which
excludes the impact of businesses acquired and/or disposed) was
3.6% for the quarter.

Net income from continuing operations for the quarter increased
$7.3 million, or 68%, to $18.1 million from $10.8 million recorded
during the same period in 2002. The improvement was due to: (i)
charges in the fourth quarter of 2002 related to USI's initial
public offering, (ii) a net increase in tax benefit, as discussed
below, (iii) the reduction in interest expense principally due to
the restructuring of USI's credit facility and lower borrowings in
2003 and (iv) continued improvement in performance of the
operations.

EBITDA margin (EBITDA as a percentage of revenues) for the quarter
increased to 24.0% compared to 23.4% recorded during the same
period in 2002. In the fourth quarter of 2002, EBITDA margin was
negatively impacted by expenses for the value of stock options
exchanged for stock appreciation rights and for the grant of
restricted stock units. In the fourth quarter of 2003, EBITDA
margin was negatively impacted by expenses of $1.3 million
attributable to both the relocation of the corporate headquarters
from San Francisco to New York and expenses related to Sarbanes-
Oxley Section 404 compliance preparations.

Net income from continuing operations for the quarter was $0.39
and $0.38 per share on a basic and diluted basis, respectively.
The comparison of weighted average shares and per share data for
the fourth quarter of 2003 as compared to the same period in 2002
is not meaningful as the per share data was significantly impacted
by the consummation of USI's IPO on October 25, 2002, at which
time the outstanding preferred stock was converted into common
stock.

The income tax provision from continuing operations for the
quarter includes a current tax provision of $2.5 million related
primarily to state and local income taxes, compared to zero
recorded during the same period in 2002. In the fourth quarter,
upon determination that it is more likely than not that the
Company's deferred tax asset will be realized in future periods,
the Company reversed the valuation allowance for its net deferred
tax asset, resulting in a deferred income tax benefit of $7.0
million. The deferred tax benefit recorded in the same quarter in
2002 was $2.4 million.

Revenues for the year increased $26.6 million, or 8.1%, to $354.8
million from $328.2 million recorded during the same period in
2002. The revenue increase was primarily attributable to organic
growth and, to a lesser extent, the impact of acquisitions.
Organic revenue growth was 4.7% for the year.

Net income from continuing operations for the year increased $24.4
million, or 223%, to $35.3 million from $10.9 million recorded
during the same period in 2002. The improvement was due to: (i)
continued improvement in performance of the operations, (ii) the
reduction in interest expense, as previously discussed, (iii) the
non-recurring tax benefit, as previously discussed, (iv) the
positive impact of acquisitions in 2003, partially offset by (v)
the $4.0 million expense recorded in the third quarter of 2003
related to early repayment of debt. In addition, net income from
continuing operations for the year ended December 31, 2002
reflected a $7.1 million gain related to the pre-IPO capital
structure.

EBITDA margin for the year improved to 21.7% compared to 19.3%
recorded during the same period in 2002. In 2002, EBITDA margin
was negatively impacted by expenses principally related to
integration efforts and other charges of $12.0 million, somewhat
offset by the gain related to the pre-IPO capital structure
discussed above. In 2003, EBITDA margin was negatively impacted by
expenses of $2.9 million attributable to both the relocation of
the corporate headquarters and Sarbanes-Oxley Section 404
compliance preparation, as previously noted.

Net income from continuing operations was $0.78 and $0.77 per
share on a basic and diluted basis, respectively, for 2003. As
previously discussed, the comparison of weighted average shares
and per share data for 2003 as compared to 2002 is not meaningful.

The income tax provision from continuing operations for the year
reflects a current tax provision of $4.3 million primarily related
to state and local income taxes offset by a net deferred tax
benefit of $8.2 million, primarily related to the previously
discussed reversal of the net deferred tax asset valuation
allowance in the fourth quarter of 2003.

In December 2003, USI acquired O'Leary-Kientz, Inc. in Cincinnati,
Ohio, The Benefits Team, Inc. in Houston, Texas and Diversified
Insurance Services, Inc. in Chicago, Illinois. These acquisitions
are expected to contribute approximately $6.8 million in
annualized revenues to USI. Including the previously announced
acquisitions in 2003, the 2003 acquisitions are expected to
contribute approximately $25.6 million in annualized revenues to
USI.

"2003 was a record year in financial performance at USI," said
David L. Eslick, Chairman, President and CEO. Mr. Eslick added,
"Our focus on organic revenue growth, margin expansion, accretive
acquisitions, and efficiency of our capital structure delivered a
223% increase in net income from continuing operations. We are
most proud of our 2,100 associates who were the key contributors
to these results. The key is that we are not slowing down and look
to even greater results in 2004."

Founded in 1994, USI (S&P, BB- Counterparty Credit and Bank Loan
Ratings, Stable) is a leading distributor of insurance and
financial products and services to businesses throughout the
United States. USI is headquartered in Briarcliff Manor, NY, and
operates out of 63 offices in 19 states.


VALENCE TECHNOLOGY: Dec. 31 Net Capital Deficit Widens to $52 Mil.
------------------------------------------------------------------
Valence Technology Inc. (Nasdaq:VLNC), the leader in the
development and commercialization of Saphion(R) technology, the
only safe large format Lithium-ion rechargeable battery
technology, reported results for the three- and nine-month periods
ended Dec. 31, 2003.

Highlights for the third quarter of fiscal 2004 include the
following:

-- Total revenue increased 14 percent from the previous quarter,
   with a 22% increase in N-Charge(TM) Power System sales;

-- Saphion Lithium-ion technology was introduced in a cylindrical
   cell construction and second generation cylindrical Saphion
   cell samples were delivered for customer evaluation;

-- Manufacturing operations were transitioned from the Company's
   Northern Ireland facility to partners in Asia, a key step in
   lowering product and fixed overhead costs.

"With the successful launch of our cylindrical cell technology and
the transition of our manufacturing operations to partners in
Asia, we are in a position to introduce a broader portfolio of
Saphion-based products with much improved margins," said Stephan
Godevais, chairman and chief executive officer of Valence
Technology Inc. "We now have the ability to aggressively pursue
sales opportunities in much larger markets, and we expect this to
fuel consistent revenue growth during the next fiscal year."

                       FINANCIAL RESULTS

Revenue for third quarter of fiscal 2004 increased to $2.7 million
versus $638,000 during the same three-month period a year ago, and
was up 14 percent sequentially from the $2.3 million reported in
the second quarter of fiscal 2004. The company reported a net loss
during the third fiscal quarter of $10.9 million or $0.15 per
share, which included a restructuring charge of $926 thousand
related to the closing of the company's Northern Ireland
manufacturing facility, versus a net loss of $8.6 million or $0.14
per share during the third quarter of fiscal 2003.

For the nine months ended Dec. 31, 2003, Valence reported revenue
of $6.7 million versus $1.4 million for the nine-month period
ended Dec. 31, 2002. During the first nine months of fiscal 2004,
the company reported a net loss of $46.2 million or $0.65 per
share, which included $17.6 million of charges associated with the
closing of the Northern Ireland facility, versus a net loss of
$27.8 million or $0.50 per share for the first nine months of
fiscal 2003.

At December 31, 2003, Valence's balance sheet shows a total
shareholders' equity deficit of about $52 million.

Valence is a leader in the development and commercialization of
Saphion(R) technology, the only safe large format Lithium-ion
rechargeable battery technology. Valence holds an extensive,
worldwide portfolio of issued and pending patents relating to its
Saphion(R) technology and Lithium-ion rechargeable batteries. The
company has facilities in Austin, Texas, Henderson, Nev., and
Mallusk, Northern Ireland. Valence is traded on the NASDAQ
SmallCap Market under the symbol VLNC and can be found on the
Internet at http://www.valence.com/  


WILLIAMS SCOTSMAN: Weaker Fin'l Profile Spurs S&P's Rating Cuts
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its ratings on mobile
office unit lessor Williams Scotsman Inc., including the corporate
credit rating to 'B' from 'B+'. The outlook is negative.

"The downgrade is based on Williams Scotsman's weaker-than-
expected financial profile, caused by reduced earnings and cash
flow since 2001," said Standard & Poor's credit analyst Betsy
Snyder. "Over that period, the company's revenues have been
negatively affected by lower utilization rates and lease rates on
its rental fleet, as well as nonrecurring sales and delays of
certain projects," the analyst continued.

Ratings on Williams Scotsman Inc. reflect its weak financial
profile, substantial debt burden, and concerns regarding potential
covenant violations. Positive credit factors include the company's
large (approximately 25%) market share of the mobile office
leasing market and fairly stable cash flow despite weak earnings.
William Scotsman is a leading lessor of mobile office units in
North America. Its fleet consists of approximately 94,000 units
leased through a North American network of 86 locations. The
company's market share is comparable to that of GE Capital Modular
Space, with the third-largest competitor's market share less than
one-fourth the size of Williams Scotsman's, and the balance of the
industry highly fragmented. The company's customer base includes
construction, commercial/industrial, and education sectors.
Leasing mobile office units offers customers more flexibility and
lower costs than the construction of permanent facilities for
certain purposes. Historically, the industry has been somewhat
recession resistant, with utilization rates averaging 80%.
However, the most recent economic downturn has had a more
significant effect on the company, resulting in utilization rates
averaging 76% in the first nine months of 2003 along with pressure
on lease rates.

Williams Scotsman's credit ratios have weakened since 2001. For
the first nine months of 2003, EBITDA interest coverage declined
to 1.8x from 2.2x in 2001. However, funds from operations to debt
has been relatively stable, at around 10%, and the company's debt
to capital has continued to decline (97.7% at Sept. 30, 2003,
versus 125.8% in 1997, when the company was involved in a
recapitalization). The company's financial flexibility, adequate
for the rating, is significantly weaker than that of its major
competitor, GE Capital Modular Space, reflecting a weak balance
sheet, private ownership, and limited access to the capital
markets. Its liquidity is also substantially weaker, with minimal
cash and all assets pledged against its credit facilities and
notes. At Sept. 30, 2003, the company had $170 million of goodwill
on its balance sheet, equal to 14% of assets. The company had
$84.6 million available under its credit facilities at Sept. 30,
2003, and it is subject to maintaining certain financial and
utilization covenants. While the company was in compliance
with these covenants at Sept. 30, 2003, it has already amended
them in the past and might have to again if earnings remain weak,
potentially constraining its borrowing availability.

Ratings could be lowered if continuing earnings weakness results
in further deterioration in the company's credit ratios,
potentially affecting covenant compliance and access to liquidity.


WILLIS GROUP: Commences 20-Million Shares Secondary Offering
------------------------------------------------------------
Business Wire   Feb 12

Willis Group Holdings Limited (NYSE: WSH) announced that certain
of its shareholders commenced a secondary offering of 20 million
shares of common stock.

The offered shares are being sold by Profit Sharing (Overseas),
Limited Partnership, an affiliate of Kohlberg Kravis Roberts & Co.
L.P., and Fisher Capital Corp. L.L.C. The selling shareholders
currently hold approximately 35.8 million shares of common stock.
Concurrent with the offering, the Company plans to purchase 4
million shares directly from the selling shareholders in a private
transaction at the net price per share to be received by the
selling shareholders in the underwritten offering, and expects to
use cash on hand to fund the purchases. The selling shareholders
have granted the underwriters an option to purchase up to 3
million additional shares to cover over-allotments, if any.

Citigroup, Credit Suisse First Boston and Banc of America
Securities LLC will be acting as joint bookrunning managers for
the offering. Copies of the prospectus related to the offering,
when available, may be obtained from Citigroup, Brooklyn Army
Terminal, 140 58th Street, 5th Floor, Brooklyn, NY 11220
(telephone: 718-765-6732).

Willis Group Holdings (S&P, BB+ Counterparty Credit Ratings,
Positive) is a leading global insurance broker, developing and
delivering professional insurance, reinsurance, risk management,
financial and human resource consulting and actuarial services to
corporations, public entities and institutions around the world.
With over 300 offices in more than 100 countries, its global team
of 13,000 associates serves clients in some 180 countries. Willis
is publicly traded on the New York Stock Exchange under the symbol
WSH. Additional information on Willis may be found on its web site
http://www.willis.com/


YOUNG BROADCASTING: Will Hold Q4 2003 Conference Call Tomorrow
--------------------------------------------------------------
Young Broadcasting Inc. (NASDAQ:YBTVA) has scheduled a conference
call for tomorrow at 11:00 AM (ET) immediately following the
release of its fourth quarter earnings report. The Company's press
release will be issued through Business Wire at 7:00 AM on same
day. The full text of the release will be available on Bloomberg,
Nexus, CompuServe, Dow Jones News Retrieval and several other
services within 15 minutes of the scheduled release time.

You may participate in the conference call by dialing 1-888-552-
9135 (Passcode: YOUNG, Leader: Vincent Young). This will enable
you to listen to the presentation. At the end of the presentation
you will have the opportunity to participate in a Q&A session with
Vincent Young, CEO of Young Broadcasting Inc. and with James
Morgan, the company's CFO.

You may listen to a live webcast of the call by going to
http://youngbroadcasting.com/ The archive will be available for  
replay through March 17, 2004. The webcast is also being
distributed over CCBN's Investor Distribution Network to both
institutional and individual investors. Individual investors can
listen to the call through CCBN's individual investor center at
http://www.companyboardroom.com/or by visiting any of the  
investor sites in CCBN's Individual Investor Network.
Institutional investors can access the call via CCBN's password-
protected event management site, StreetEvents at
http://www.streetevents.com/ You may listen to a telephone replay  
of the entire call by dialing 1-800-873-1631 through February 23,
2004.

Young Broadcasting (S&P, B Long-Term Corporate Credit Rating,
Negative Outlook) owns eleven television stations and the national
television representation firm, Adam Young Inc. Six stations are
affiliated with the ABC Television Network (WKRN-TV - Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, WTVO-TV - Rockford, IL and WBAY-TV - Green Bay,
WI), three are affiliated with the CBS Television Network (WLNS-TV
- Lansing, MI, KLFY-TV - Lafayette, LA and KELO-TV - Sioux Falls,
SD) and one is affiliated with the NBC Television Network (KWQC-TV
- Davenport, IA). KRON-TV - San Francisco, CA is the largest
independent station in the U.S. and the only independent VHF
station in its market.


* BOND PRICING: For the week of February 16 - 20, 2004
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                6.000%  02/15/06    58
American & Foreign Power               5.000%  03/01/30    70
Atlas Air Inc.                        10.750%  08/01/05    41
Burlington Northern                    3.200%  01/01/45    58
Comcast Corp.                          2.000%  10/15/29    37
Cummins Engine                         5.650%  03/01/98    74
Cox Communications Inc.                2.000%  11/15/29    33
Cummins Engine                         5.650%  03/01/98    74
Delta Air Lines                        8.300%  12/15/29    63
Delta Air Lines                        9.000%  05/15/19    68
Delta Air Lines                        9.250%  03/15/22    66
Elwood Energy                          8.159%  07/05/26    70
Exide Corporation                      2.900%  12/15/05    70
Federal-Mogul                          7.500%  01/15/09    25
Fibermark Inc.                        10.750%  04/15/11    68
Finova Group                           7.500%  11/15/09    65
Foamex L.P.                            9.875%  06/15/07    74
Gulf Mobile Ohio                       5.000%  12/01/56    71
Inland Fiber                           9.625%  11/15/07    55
International Wire Group              11.750%  06/01/05    72
Level 3 Communications                 6.000%  09/15/09    71
Level 3 Communications                 6.000%  03/15/10    69
Levi Strauss                           7.000%  11/01/06    68
Levi Strauss                          11.625%  01/15/08    69
Levi Strauss                          12.250%  12/15/12    68
Liberty Media                          3.750%  02/15/30    67
Liberty Media                          4.000%  11/15/29    72
Mirant Corp.                           2.500%  06/15/21    66
Mirant Corp.                           5.750%  07/15/07    68
Northern Pacific Railway               3.000%  01/01/47    55
Polaroid Corporation                   7.250%  01/15/07    26
Polaroid Corporation                  11.500%  02/15/06    26
RCN Corporation                       10.125%  01/15/10    55
Universal Health Services              0.426%  06/23/20    67

                          *********

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
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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.

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