TCR_Public/040217.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 17, 2004, Vol. 8, No. 33

                          Headlines

ACTIVISION: S&P Assigns Preliminary Debt Ratings at Low-B Levels
AIR CANADA: Longacre Funds Offer 20% for CCAA Claims
AIR CANADA: Lauds Alberta's Move to Eliminate Aviation Fuel Tax
AK STEEL: Signs Sale Agreement for Greens Port Industrial Park
ALLEGIANCE TELECOM: XO Communications Wins Bid to Acquire Assets

AMERICAN HOMEPATIENT: Mellon Entities Disclose 6.46% Equity Stake
AMES DEPT: Seeks Court Nod for Aug. 27 Plan-Filing Exclusivity
ASSET SECURITIZATION: S&P Takes Rating Actions on 1996-D2 Notes
AVADO BRANDS: Asks Court to File Schedules Up Until April 4
BLOUNT INTL: Will Webcast Q4 2003 Conference Call on February 20

BOISE CASCADE: Declares Dividends & Sets Annual Meeting in April
BRIAZZ INC: Wells Fargo Reports 8.2% Equity Stake
BUDGET GROUP: Airs Objections to Various Creditor Claims
BUILDERS FIRSTSOURCE: S&P Cuts Rating over Plan to Increase Debt
BUTLER MFG: Continues To Work With Lenders To Cure Debt Defaults

CENTERPOINT ENERGY: Unit Issues Two Series Of Refunding Bonds
CKE RSTAURANTS: Reports Preliminary Fourth Quarter Charges
COMDISCO: Paying Contingent Distribution Rights Holders on Mar 4
COMSTOCK: S&P Ups Corporate Credit Rating to BB- over Refinancing
CONSOL ENERGY: Ex-Majority Shareholder Sells Remaining Shares

CONTINENTAL AIRLINES: Fitch Affirms Junk Ratings & Revises Outlook
CONTINENTAL AIRLINES: Fitch Affirms EETC Ratings on 3 Note Series
CREDIT SUISSE: Fitch Takes Rating Actions on 4 Securitizations
DETROIT MEDICAL: Fitch Maintains Negative Watch on B Rating
DIRECTV: Delaware Court Confirms First Amended Reorganization Plan

D.R. HORTON: S&P Ups Credit & Senior Debt Ratings a Notch to BB+
ENCOMPASS: Todd Matherne Wants 25 Claims Disallowed & Expunged
ENRON: Obtains Nod to Expand Stephen Cooper's Engagement Scope
EREWHON MOUNTAIN: Hilco Merchant To Conduct Store Closing Sales
ESSELTE: S&P Assigns Low-B Level Credit & Euro Sub. Note Ratings

EXIDE: Obtains Clearance for Heller Stipulation Re Equipment Lease
EXIDE TECH: Obtains Court Nod for $375 Million Financing Package
FIRST PAGE ASSOCIATES: Case Summary & Largest Unsecured Creditors
FP BROWN & SONS: Case Summary & 11 Largest Unsecured Creditors
GENTEK INC: Gets Approval for Majestic Settlement Agreement

GLIMCHER REALTY: Schedules Q4 2003 Conference Call on Feb. 19
GLOBAL CROSSING: Court Disallows $4.2 Million Paid Tax Claims
GOODYEAR: Fitch Hatchets Debt Ratings over Accounting Concerns
GOODYEAR: S&P Lowers Rating on Series 2001-34 Class A-1 Notes to B
GSI GROUP: S&P Withdraws B- Credit Rating at Company's Request

GUESS? INC: Will Webcast Q4 Conference Call on February 19
HANOVER DIRECT: Director Martin L. Edelman Resigns From Board
HANOVER: Eliminates Executive Position for Strategic Realignment
HAWK CORP: Hosting Q4 2003 Conference Call on the Web Today
INSCI CORP: Stockholders' Deficit Tops $1,165,000 as of Dec 2003

ITC DELTACOM: 2004 Annual Shareholders' Meeting Slated for Apr. 27
JO-ANN STORES: S&P Assigns B- Rating to $100MM Senior Sub. Notes
KMART HOLDING: Files Suit Against Martha Stewart Over Contract
LEGEND INT'L: Brings-In Clyde Bailey as New Independent Auditor
LTV: Gets Permission to Settle Allocation Appeals and Disputes

LTX CORP: S&P Revises Outlook to Stable Following Equity Pricing
MEDISOLUTION LTD: December Working Capital Deficit Tops $12 Mill.
MERITAGE: S&P Raises Corporate & Sr. Unsecured Note Ratings to BB-
MILLBROOK PRESS: Has Until March 12 to Complete Schedules
MIRANT: Seeks Nod to Make Initial KERP Payments to Key Employees

MORGAN STANLEY: Fitch Raises & Affirms Ratings on 1997-C1 Notes
MORGAN STANLEY: Fitch Affirms Low-B Level Rating on Class F Notes
MTS INC: Asks Court to Extend Lease Decision Time through June 30
NEW JERSEY MINING: Board Installs DeCoria Maichel as New Auditor
NORAMPAC INC: Sells Corrugated Product Plant in Monterrey, Mexico

NUEVO ENERGY: Fitch Places Low-B Debt Ratings on Watch Positive
OHIO CASUALTY: Outlook on S&P's Ratings Revised to Stable
ONE PRICE: Morgan Lewis Serves as Special Bankruptcy Counsel
OWENS CORNING: Lease Decision Period Stretched to June 4, 2004
OXFORD AUTOMOTIVE: Q3 Conference Call Scheduled For February 19

PETRO STOPPING: S&P Assigns B- Rating to $225-Mil. Sr. Sec. Notes
PG&E NATIONAL: Valuation Analysis under NEG's 2nd Amended Plan
PHOENIX INT'L: Creditor Gerard Haryman Converts $1M Loan to Equity
PICCADILLY CAFETERIAS: Agrees To Sell Assets For $80 Million
PINNACLE ENT.: Gets $2M For Extending Time for Calif. Land Sale

PROLOGIC MANAGEMENT: Gets Nod to Tap Felker Altfeld as Counsel
PRUSSIA ASSOCIATES: Retains Dilworth Paxson as Attorney
RCN HOLDING: Will Not Make Interest Payment on 10-1/8% Sr. Notes
RELIANCE: Court Okays Proposed Settlement with PNC Leasing et al.
REVLON CONSUMER: S&P Places Current Ratings on Watch Positive

ROBOTIC VISION: Dec. 2003 Shareholder Deficit Narrows to $6.5M
RURAL/METRO: December 2003 Balance Sheet Upside Down By $210 Mil.
SAFFRON FUND: Board Backs Liquidation & Dissolution Proposal
SALOMON BROS: S&P Hatchets Class B-3 Notes' Rating to D from CCC
SIRIUS SATELLITE: S&P Rates New $250M Convertible Notes at CCC-

SIRIUS SATELLITE: Prices Convertible Notes Offering
SMITHFIELD FOODS: Will Host 3rd Quarter Conference Call on Feb. 24
STATION CASINOS: Sets Up Rule 105b5-1 Trading Plans for Officers
STOLT OFFSHORE:  Completes $100 Million Private Placement
SUPERIOR ESSEX: SEC Declares Registration Statement Effective

TRANSWESTERN PUBLISHING: S&P Assigns Lower-B Level Debt Ratings
UBIQUITEL INC: Unit Prices $270 Million Offering of Senior Notes
UAL CORP: Flight Attendants' Union Seeks to Appoint Examiner
UNITEDGLOBALCOM: Raises About $1 Billion From Rights Offering
WOODMERE CHINA: Case Summary & 20 Largest Unsecured Creditors

WORLDCOM/MCI: WCOEQ & MCWEQ Shares May be Cancelled by April 30
WR GRACE: Seeks to Extend Plan-Filing Exclusivity to Aug. 1, 2004

* Large Companies with Insolvent Balance Sheets

                          *********

ACTIVISION: S&P Assigns Preliminary Debt Ratings at Low-B Levels
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Activision Inc.

At the same time, Standard & Poor's assigned its preliminary 'B+'
senior unsecured and 'B-' subordinated debt ratings to the debt
components of Activision's $750 million rule 415 mixed shelf
registration.  Final ratings will be assigned if and when the
company issues debt securities under the shelf registration. Net
proceeds would be used for general corporate purposes, potentially
including acquisitions. Santa Monica, California-based Activision
had no debt outstanding at Dec. 31, 2003. The rating outlook is
positive.

"The ratings reflect Activision's earnings concentrations in
several long-running game franchises, intensely competitive
conditions in the video game industry, the hit-driven nature of
the business, and some product life cycle and seasonality risks.
These factors are partly mitigated by the company's several strong
gaming franchises, broad user base, and good cash cushion," said
Standard & Poor's credit analyst Andy Liu.

Activision publishes and distributes video games for consoles,
personal computers, and hand-held game machines.

Although operating performance between fiscal quarters can be
volatile due to differences in release schedules and seasonality,
full fiscal year operating performance has been relatively stable.
For the 12 months ended Dec. 31, 2003, the EBIT and the estimated
EBITDA margins were 10% and 11%, respectively.  The comparative
ratio for the fiscal year ended March 31, 2003, were 11% and
12.4%, respectively. Activision does not have any debt in its
capital structure. Activision has primarily been funded through
equity and, in the last three years, discretionary cash flow.
Inconsistent discretionary cash flow trends reflect the long
development and investment period in advance of a game's release,
and a very short period in which a return on investment is
realized.


AIR CANADA: Longacre Funds Offer 20% for CCAA Claims
----------------------------------------------------
The Longacre Funds are offering to purchase CCAA claims against
Air Canada at a rate of 20 cents-on-the-dollar.  All transactions
"would be structured as a simple assignment of claim," Longacre
says.  "Longacre would assume all credit risk, on a non-recourse
basis, regarding amount and timing of any distributions," Longacre
adds.

For additional information, contact Marc Wingate at (212) 259-
4315.


AIR CANADA: Lauds Alberta's Move to Eliminate Aviation Fuel Tax
---------------------------------------------------------------
Air Canada welcomed an announcement by the Alberta government
eliminating the aviation fuel tax for international flights, and
encouraged all governments and authorities to follow in Alberta's
steps in the reduction of taxes and fees imposed on the aviation
industry.

"We applaud the Alberta government for their action in eliminating
the aviation fuel tax on international air services. Their
initiative is a welcome break from the current trend of rising
fees and surcharges imposed by governments and government-created
monopolies," said Robert Milton, President and Chief Executive
Officer. "The resulting positive impact on operating costs will be
factored in our evaluation of air services in Alberta as we move
forward with our new business strategy. We encourage the Alberta
government to take the added step of completely eliminating the
fuel taxes on domestic flights. Following the example set by
Alberta, we urge all governments and authorities to work with the
industry as partners in the development of sustainable air
services."

Air Canada operates 62 weekly flights from Alberta to destinations
in the US, Caribbean and Europe, and together with its
subsidiaries Air Canada Jazz and ZIP, 100 daily flights to
destinations across Canada. ZIP is headquartered in Calgary, and
by the end of 2004, will expand to operate a fleet of 20 state-of-
the-art Airbus 319 aircraft.


AK STEEL: Signs Sale Agreement for Greens Port Industrial Park
--------------------------------------------------------------
AK Steel Corporation (NYSE: AKS) announced it has signed an
agreement for the sale of a 600-acre industrial park in Texas to
Greensport Management LLC of Houston, Texas. The industrial park
is situated adjacent to the Houston Ship Channel, one of the
busiest foreign cargo ports in the United States.  Terms of the
sale were not disclosed, and the sale is subject to completion of
due diligence and customary closing conditions.  AK Steel said it
expects to complete the sale by March 31, 2004.

AK Steel announced in October of 2003 its intention to sell the
industrial park, located in Harris County, and to use the proceeds
primarily to reduce its debt.

Headquartered in Middletown, AK Steel produces flat-rolled carbon,
stainless and electrical steel products for automotive, appliance,
construction and manufacturing markets, as well as tubular steel
products.  In addition, the company produces snow and ice control
products.

As of December 31, 2003 AK Steel records a total shareholders'
equity deficit of $52.8 million.


ALLEGIANCE TELECOM: XO Communications Wins Bid to Acquire Assets
----------------------------------------------------------------
XO Communications, Inc. (OTCBB:XOCM.OB), one of the nation's
leading providers of broadband telecommunications services,
announced that it has been selected as the winning bidder for
substantially all of the assets of Allegiance Telecom, Inc.
(OTCBB:ALGXQ.OB) and its subsidiaries except for Allegiance's
customer premise equipment sales and maintenance business, its
managed modem business and certain other Allegiance assets and
operations.

Under the terms of the transaction, XO will purchase substantially
all of Allegiance's assets for approximately $311 million in cash
and approximately 45.38 million shares of XO common stock. The
parties expect to finalize the definitive agreement within the
next several days and submit for approval by the U.S. Bankruptcy
Court for the Southern District of New York for approval on
February 19, 2004. The transaction is also subject to applicable
governmental approvals and termination of applicable waiting
periods.

With the acquisition of substantially all of Allegiance's network
assets and customer base, XO will become the nation's largest
independent provider of national local telecommunications and
broadband services with approximately 330,000 customers and more
than $1.6 billion in revenue. The company will have the largest
network of nationwide connections to regional Bell operating
companies' networks of any other CLEC, and double the Points of
Presence (PoPs) within the 36 markets where both XO and Allegiance
operate XO believes that this extensive network will help XO
improve delivery of service to customers, reduce network costs,
improve operating results and better compete head to head with
other companies in the nationwide local telecommunications
services market.

"The acquisition of Allegiance Telecom's network assets will make
XO the nation's largest national local telecommunications services
provider," said Carl Grivner, chief executive officer of XO
Communications. "The combination of XO and Allegiance is good for
both the industry and businesses. It will contribute to increased
competition for regional Bell operating companies and give
businesses more choices for their end-to-end telecommunications
needs. In addition, the acquisition increases the density of our
PoPs (Points of Presence) in local markets, which uniquely
positions XO to sell last mile and metro services to all the large
long distance companies."

"We have identified approximately $60 million in network cost
savings and $100 million in general and administrative costs that
could be realized over time as a result of this acquisition,"
added Grivner.

"The telecommunications industry is ripe for consolidation, and
this acquisition strengthens XO's platform for the future
acquisition of undervalued assets in the industry," said Carl
Icahn, chairman of XO Communications.

                  About Allegiance Telecom

Allegiance Telecom (Bankr. S.D.N.Y. Case No. 03-13057) is a
facilities-based national local exchange carrier headquartered in
Dallas, Texas. As the leader in competitive local service for
medium and small businesses, Allegiance offers "One source for
business telecomT" - a complete package of telecommunications
services, including local, long distance, international calling,
high-speed data transmission and Internet services and a full
suite of customer premise communications equipment and service
offerings. Allegiance serves 36 major metropolitan areas in the
U.S. with its single source provider approach. Allegiance's common
stock is traded on the Over the Counter Bulletin Board under the
symbol ALGXQ.OB.

                 About XO Communications

XO Communications is a leading broadband telecommunications
services provider offering a complete set of telecommunications
services, including: local and long distance voice, Internet
access, Virtual Private Networking (VPN), Ethernet, Wavelength,
Web Hosting and Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the United
States. XO currently offers facilities-based broadband
telecommunications services within and between more than 70
markets throughout the United States.


AMERICAN HOMEPATIENT: Mellon Entities Disclose 6.46% Equity Stake
-----------------------------------------------------------------
Mellon Financial Corporation and Mellon HBV Alternative Strategies
LLC, beneficially own 1,056,746 shares of the common stock of
American HomePatient, Inc., with sole voting and dispositive
powers.  The amount held represents 6.46% of the outstanding
common stock of the Company.

American HomePatient, Inc. -- whose September 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $38
million -- is one of the nation's largest home health care
providers with 288 centers in 35 states. Its product and service
offerings include respiratory services, infusion therapy,
parenteral and enteral nutrition, and medical equipment for
patients in their home. American HomePatient, Inc.'s common stock
is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM.OB.


AMES DEPT: Seeks Court Nod for Aug. 27 Plan-Filing Exclusivity
--------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates ask the
Court to extend their exclusive period to file a plan through
August 27, 2004 and their exclusive period to solicit acceptances
of that plan through October 26, 2004.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, tells the Court that ever since the Debtors decided to
wind down their business, they have been diligently laboring to
maximize values for their creditors.  Specifically, throughout
their Chapter 11 cases, the Debtors made considerable progress
towards developing a plan by, inter alia:

   (a) filing their schedules of assets and liabilities,
       schedules of executory contracts and unexpired leases, and
       statements of financial affairs;

   (b) selling all their inventory;

   (c) fully satisfying their obligations under their
       postpetition financing facilities;

   (d) analyzing the Debtors' store locations and leased
       portfolio and disposing of leased and fee-owned
       properties;

   (e) rejecting or assuming and assigning the majority of their
       unexpired non-residential real property leases in
       accordance with Section 365 of the Bankruptcy Code;

   (f) settling and reconciling creditors' claims;

   (g) analyzing and prosecuting Preference Actions to increase
       the value of the Debtors' estates; and

   (h) implementing the Claims Settlement Program, which reduced
       the amount of administrative expense claims against the
       Debtors' estates and increased the likelihood the Debtors
       will achieve administrative solvency.

At this point, however, it is not possible for the Debtors to
determine the full extent of their administrative obligations and
the resources available to satisfy these obligations.  It
follows, therefore, that the Debtors are not in a position to
determine if a recovery will be available for prepetition
creditors.  The Debtors still need to complete the process of
liquidating their real property interests, reconciling
administrative expense claims, and prosecuting avoidance actions.
The Debtors are working in tandem with the statutory creditors
committee to accurately assess their postpetition assets and
liabilities.

Mr. Bienenstock notes that this is a cooperative case with the
Committee.  Simply to avoid the possibility of an errant plan
being filed that will consume much time and expense before
the possibility of a confirmation is known, the Debtors
determined that a six-month extension of their Exclusive Periods
is necessary.  The Debtors believe that an extension will avoid
motion practice and unnecessary intrusion on their management's
time.

Mr. Bienenstock explains that while the Debtors have successfully
disposed of majority of their real property, a number of their
major real estate assets have not yet been liquidated, including
a distribution center and a home office building they own.

Moreover, although an exact number is not available at this time,
after taking into account the administrative expense claims
settled under the Claims Settlement Program, the Debtors
anticipate that they will have $100,000,000 in administrative
expense claims, many of which still need to be reconciled.

In addition to liquidating their remaining real estate interests
and reconciling claims, the Debtors also need time to prosecute
the Preference Actions.  The Debtors have commenced 2,000
Preference Actions to date.  Prosecution of these Preference
Actions will take several months to complete.  The Debtors
maintain that the successful prosecution of the Preference
Actions is critical to a determination of the ultimate recovery
available to prepetition and postpetition creditors in their
Chapter 11 cases.

According to Mr. Bienenstock, given the scope of the Debtors'
cases, litigation with third parties is minimal.  Thus, although
the Debtors are winding down their business, the Chapter 11
process has been exceedingly orderly and constructive.  The vital
components underlying a plan are being developed as rapidly as
possible.  Responding to a competing plan while simultaneously
engaging in the orderly realization from their assets would
seriously undermine the Debtors' attempt to maximize recoveries
for creditors.  In short, failure to extend the Exclusive Periods
could subvert the Debtors' overall progress to date.

Mr. Bienenstock points out that no other party currently has a
plan to propose, and no one will be precluded from asking the
Court's permission to propose a plan if exclusivity is extended.
The extension only causes a putative plan proponent to ask
permission before filing a plan.  This way, irresponsible or
destructive plans and their concomitant effects on recoveries can
be avoided.

The Debtors contend that by any reasonable measure, their Chapter
11 cases are sufficiently large and complex to warrant an
extension of the Exclusive Periods.  The Debtors' cases, with
thousands of creditors and an estimated $1,500,000,000 in assets
and liabilities, is among the larger and more complex Chapter 11
cases by nationwide standards.

Mr. Bienenstock adds that before they decided to liquidate their
assets, the Debtors' primary focus was the stabilization of their
operations.  Despite the various crises and operational problems
that accompany the commencement of large and complex Chapter 11
cases, the Debtors were able to stabilize their operations,
solidify relationships with vendors, customers, and critical
employees, and return to the foremost task of effectively
managing their business operations during the first 12 months of
their bankruptcy.

Accordingly, an extension of the Exclusive Periods will not
prejudice any party-in-interest but will further enhance the
value of the Debtors' estates.  Terminating the Exclusive Periods
at this time, with the threat of multiple plans, would likely
lead to unnecessary adversarial situations and confrontations
that will cause a deterioration in the value of the Debtors'
remaining assets.

Headquartered in Rocky Hill, Connecticut, Ames Department Stores,
Inc., is a regional discount retailer that, through its
subsidiaries, currently operates 452 stores in nineteen states and
the District of Columbia.  The Company filed for chapter 11
protection on August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).
Albert Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal
LLP and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities. (AMES Bankruptcy News, Issue No.
50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ASSET SECURITIZATION: S&P Takes Rating Actions on 1996-D2 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of Asset Securitization Corp.'s series 1996-D2, three of
which (A-3, A-4, B-1A) are concurrently removed from CreditWatch
with negative implications, where they were placed on
Nov. 3, 2003. Additionally, the rating on class A-1 is affirmed.

The lowered ratings are due to interest shortfalls, or, in the
case of the class A-2, susceptibility to interest shortfalls,
coupled with anticipated credit support erosion associated with
the specially serviced assets. The downgrades to classes A-3, A-4,
and B-1A reflect cumulative interest shortfalls on the January
2004 remittance. The interest shortfalls are primarily the result
of monthly appraisal subordinated entitlement reduction amounts
(ASERs), reported at $519,000 on the January remittance. Other
major factors include a mechanism in the transaction that prevents
advancing for the benefit of subordinate bondholders for loans
that are delinquent more than 30 days, reflected as a $225,000
shortfall for the January payment. Should the current high dollar
volume of specially serviced assets not be resolved as expected,
the classes will continue to short and/or be susceptible to
interest shortfalls, warranting further rating actions.

The affirmed rating on class A-1 reflects stressed credit
enhancement levels that adequately support a 'AAA' rating, and the
presumption that liquidity concerns in the trust will begin to
improve upon the disposition/correction of some of the specially
serviced assets over the next several distribution periods.

As of the January 2004 remittance, 12 assets (19% of the pool) are
delinquent, which is significantly higher than Standard & Poor's
1996 average conduit delinquency rate (7.4%). Nine of the assets,
(14.6% of the pool) are 90-plus days delinquent, in foreclosure,
or REO. To date, the certificates have been written down by more
than $28 million in principal losses. Over the course of the
transaction's life, the ratings on four classes have been set to
'D' due to interest shortfalls, two of which subsequently incurred
principal losses.

All of the delinquent loans are specially serviced. There were 17
loans in specially servicing with an aggregate outstanding balance
of $164.7 as of the January remittance date. Of these, six loans,
with a balance of $82.4 million, are secured by healthcare
properties and specially serviced by GMAC Commercial Mortgage
Corp. (GMACCM), while 11 loans, with an aggregate balance of $82.2
million, are secured by non-healthcare properties specially
serviced by CRIIMI MAE Services L.P.

The healthcare assets have appraisal reduction amounts (ARAs) of
$25.1 million, which resulted in $263,158 of ASERs for the January
2004 remittance date. Three loans, totaling $52.6 million, are 90-
plus days delinquent. One of the 90-plus delinquent loans is the
third-largest loan in the pool, with an aggregate outstanding
balance of $29.9 million. The loan, which is secured by two
healthcare facilities in New Jersey, has not made full debt
service payments since July 2003. The default occurred because the
borrower over billed Medicare, and has been in the process of
repaying the government. The borrower should be able to resume
timely debt service payments in February or March, at which time
there will be a significant amount of advances outstanding on the
loan, which currently total $1.6 million. Should the borrower be
unable to repay the advances in a timely fashion, it could present
additional liquidity issues for the trust. Of the remaining loans,
two totaling $25.4 are current and should eventually be returned
to the master servicer. Another loan, totaling $4.5 million, is 60
days delinquent. GMACCM is working with the borrower to return it
to current status.

The non-healthcare specially serviced assets contributed to
$255,881 of ASER interest shortfalls as of the most recent
remittance. The related ARAs total $24.9 million. In addition to
the ASERs, future advances on one REO, the Ramada Inn Mobile, were
declared non-recoverable, contributing to $71,000 of interest
shortfalls on the January remittance. The asset was recently
liquidated at or near a 100% principal loss (approximately $6
million), and will not contribute to interest shortfalls going
forward. The remaining specially serviced assets are all secured
by lodging assets. Three loans, totaling $14.8 million, are
current and will be returned to the master servicer. The remaining
five are 90-plus days delinquent or REO and are more problematic.
Standard & Poor's expects significant losses upon disposition of
most of these assets. One REO, Westar, has a current outstanding
balance of $16.5 million. The related loan was originally secured
by five Homegate properties, three of which have been sold. Upon
liquidation of the remaining loans, the realization of a 100%
principal loss is anticipated. The loan has an ARA outstanding of
$15.4 million. Transaction liquidity should improve upon final
liquidation as the ARA generates an ASER of $158,000 each month.

The pool consists of 107 loans with an outstanding principal
balance of $659.5 million, down from 124 loans with a balance of
$879.5 million at issuance. Net cashflow financial data at
December 2002 was provided for 92.4% of the pool. The majority of
information was for year-end 2002, although more recent
information was provided for 6% of the pool. Based on this data,
Standard & Poor's calculated the weighted average debt service
coverage for the outstanding loans at 1.27x, down from 1.62x at
issuance. The current figure excludes defeased collateral, which
makes up 7.7% of the pool.

Standard & Poor's revised and affirmed its ratings to reflect
current and projected interest shortfalls and its loss analysis,
which focused primarily on the specially serviced and other
underperforming assets in the pool.

        RATINGS LOWERED

        Asset Securitization Corp.
        Commercial mortgage pass-through certs series 1996-D2

                   Rating
        Class     To     From       Credit Support
        A-2       A      AA+                 26.4%

        RATINGS LOWERED; REMOVED FROM CREDITWATCH

        Asset Securitization Corp.
        Commercial mortgage pass-through certs series 1996-D2

                   Rating
        Class     To     From            Credit Support
        A-3       BB+    A-/Watch Neg             18.4%
        A-4       CCC    BB/Watch Neg             13.0%
        B-1A      D      B/Watch Neg               4.2%

        RATING AFFIRMED

        Asset Securitization Corp.
        Commercial mortgage pass-through certs series 1996-D2

        Class      Rating     Credit Support
        A-1        AAA                 34.4%


AVADO BRANDS: Asks Court to File Schedules Up Until April 4
-----------------------------------------------------------
Avado Brands, Inc., together with its debtor-affiliates, is asking
for an extension of time from the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, 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 seek to file
their Schedules of Assets and Liabilities and Statement of
Financial Affairs up until April 4, 2004.

The Debtors have approximately 40,000 creditors and parties-in-
interest and operate their business from various locations. Given
the size and complexity of their business and the fact that
certain prepetition invoices have not yet been received
or entered into the Debtors' financial systems, the Debtors have
not had the opportunity to gather the necessary information to
prepare and file their respective Schedules and Statements.

While the Debtors have commenced the task of gathering the
necessary information to prepare and finalize what will be
voluminous Schedules and Statements. The Debtors believe that the
sought extension will afford them sufficient time to complete
their Schedules and Statements.

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


BLOUNT INTL: Will Webcast Q4 2003 Conference Call on February 20
----------------------------------------------------------------
Blount International, Inc. (NYSE: BLT) announces the following
webcast:

    What:     Blount's Q4 2003 Financial Release Conference Call
              Webcast

    When:     02/20/04 @ 1:00 p.m. Eastern

    Where:
    http://www.firstcallevents.com/service/ajwz399156931gf12.html

    How:      Live over the Internet -- Simply log on to the web
              at the address above.

    Contact:  Calvin Jenness
              Sr. Vice President & Chief Financial Officer
              503-653-4573
              cej@blount.com
              Fax: 503-653-4612

Blount International, Inc. is a diversified international company
operating in three principal business segments: Outdoor Products,
Lawnmower and Industrial and Power Equipment. Blount
International, Inc. sells its products in more than 100 countries
around the world. For more information about Blount International,
Inc., visit its website at http://www.blount.com/.

At September 30, 2003, Blount's balance sheet shows a total
shareholders' equity deficit of about $405 million.


BOISE CASCADE: Declares Dividends & Sets Annual Meeting in April
----------------------------------------------------------------
Boise Cascade Corporation (NYSE: BCC) announced a regular
quarterly dividend of 15 cents per common share, payable on April
15, 2004, to shareholders of record on April 1, 2004.

In addition, a regular semiannual dividend of $1.659375 on the
company's convertible preferred stock, Series D, was declared.
The dividend is payable on June 28, 2004, to shareholders of
record on June 14, 2004.

Boise's annual meeting of shareholders will be held at 12 noon
(Mountain daylight time) on April 15, 2004, in Boise, Idaho.  The
record date to determine shareholders eligible to vote at the
meeting is February 23, 2004.

Boise (S&P, BB+ Corporate Credit Rating, Stable Outlook),
headquartered in Boise, Idaho, provides solutions to help
customers work more efficiently, build more effectively, and
create new ways to meet business challenges.  Boise is a major
distributor of office products and building materials and an
integrated manufacturer and distributor of paper, packaging, and
wood products.  Boise owns or controls more than 2 million acres
of timberland, primarily in the United States, to support our
manufacturing operations.  Visit the Boise Web site at
http://www.bc.com/


BRIAZZ INC: Wells Fargo Reports 8.2% Equity Stake
-------------------------------------------------
Wells Fargo & Company beneficially owns 492,961 shares of the
common stock of Briazz, Inc., representing 8.2% of the outstanding
common stock of Briazz.  Wells Fargo holds shared dispositive
power, and no voting power over the stock.

Briazz is dedicated to feeding the teeming white-collar masses.
The company operates about 45 cafes in Chicago, Los Angeles, San
Francisco, and Seattle offering on-the-go office workers a variety
of breakfast and lunch items. Its menu features sandwiches, soups,
and salads, as well as bagels, fruit, and coffee. The company also
offers box lunch delivery and catering services. Briazz contracts
with third parties, including in-flight catering company Flying
Food Group, to supply its menu items. Chairman Victor Alhadeff,
who opened the first Briazz cafe in Seattle in 1995, owns about
20% of the company

                        *   *   *

As previously reported, Briazz, Inc. dismissed
PricewaterhouseCoopers LLP as the independent accountants for the
Company, advising PwC that the Audit Committee of the Company's
Board of Directors approved the selection of Grant Thornton LLC as
the independent accountants of the Company on December 17, 2003.

The reports of PwC on the Company's financial statements for the
years ended December 29, 2002, and December 30, 2001 contained a
report issued by PwC which included an explanatory paragraph
containing a reference to the substantial doubt that existed
regarding the Company's ability to continue as a going concern.


BUDGET GROUP: Airs Objections to Various Creditor Claims
--------------------------------------------------------
The Budget Group Debtors ask the Court to disallow and expunge 106
Claims aggregating $53,929,067, which were filed after the Bar
Date.  The Late-Filed Claims include:

   Claimant                  Claim No.         Claim Amount
   --------                  ---------         ------------
   Eliazer, Garcia                4711           $2,000,000
   Mendez, Jose                   4723           10,500,000
   New York City                  4851              161,548
   Ortiz, Noel                    4720           10,000,000
   Phillips, Carolyn              4828              300,000
   Puerto Rico Ports Authority    4818            3,322,503
   Smith, Raymond                 4901              100,000
   St. John, Natalie              4694            1,000,000
   Torres, Margarita              4721           10,000,000
   Walls, Pamela                  5089            1,010,000

Pursuant to the Bar Date Order, all holders of claims and
interests were required to file a proof of claim with supporting
documentation on or before April 30, 2003.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, asserts that failure to disallow the Late-
Filed Claims will result in the applicable claimants receiving an
unwarranted recovery against the Debtors' estates, to the
detriment of other unsecured creditors in these cases.

                   Incorrect Debtor Claims

Mr. Brady further informs the Court that 609 claims aggregating
$108,852,786 do not comport with the obligation owed by the
applicable Debtor as set forth in the Debtors' Schedules filed
with the Court on September 27, 2002.

The Debtors believe that these claims were mistakenly filed
against the incorrect Debtor estate due to the large number of
Debtor entities and confusion over which Debtor estate was
responsible for the asserted obligation.  After a review of their
Schedules, the Debtors have determined the proper Debtor entity
against which each of the Disputed Claims should have been
asserted.

These claims include:
                                       Modified
Claimant                  Claim No.    Case No.     Claim Amount
--------                  ---------    --------     ------------
Anderson Motors Inc.           3822    02-12162         $371,291
Bernstein & Bernstein          3457    02-12167        1,700,000
Brown, George                    89    02-12152      100,000,000
Denver City                     215    02-12152        1,480,149
Hudson United Bank             1005    02-12152          321,694
IBM Credit Corporation          435    02-12152          404,880
Lopez, Ronny                   2968    02-12166          200,000
PricewaterhouseCoopers, LLP     155    02-12152          468,988
United California Factors      1196    02-12152          178,482
Washington, Lance              3862    02-12167        1,000,000

Failure to reclassify the Disputed Claims could result in the
claimant receiving multiple distributions, or in the event that
substantive consolidation is not granted in a timely fashion,
result in the claimant receiving a distribution from the
incorrect Debtor estate, Mr. Brady says.

Accordingly, the Debtors object to the Incorrect Debtor Claims
and ask the Court to reclassify each of them accordingly.

                       Non-Supported Claims

Pursuant to the Bar Date Order, all holders of claims and
interests were required to file a proof of claim with all
supporting documentation on or before the Bar Date.  Mr. Brady
reports that 505 Claims aggregating $1,267,880,950 were filed
without any supporting documentation.

As a result, the Debtors ask the Court to expunge and disallow
the Non-Supported Claims, which includes:

   Claimant                    Claim No.       Claim Amount
   --------                    ---------       ------------
   Dibono, Danielle               2510          $10,000,000
   Diesel Injection of Cary       1769            1,020,000
   Dragonetti, Douglas, Jr.       1296            3,000,000
   Farhadue Siddique              1876            5,000,000
   Fray, Donald Royston           1768            1,020,000
   Glaspie, Raquel                4354            2,000,000
   Glogoff, Sally                 2514            1,000,000
   Yulfo, David                   1753            1,000,000
   Zheng, Mei Guan                1680            1,000,000
   Zillas, Arthur S.              4357            2,000,000

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


BUILDERS FIRSTSOURCE: S&P Cuts Rating over Plan to Increase Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based building products distributor and
manufacturer Builders FirstSource Inc. to 'B+/Stable/--' from 'BB-
/Stable/--', and its senior secured bank loan rating to 'B+' from
'BB-' following news that the company plans to increase debt
significantly in connection with a recapitalization transaction.
The additional debt leverage increases the company's vulnerability
to economic cycles. In addition, Standard & Poor's views the
transaction as a shift to a more aggressive financial policy
than was previously expected.

"For confidentiality reasons, BFS has requested and Standard &
Poor's has agreed to withdraw its public ratings on the company
shortly," said Standard & Poor's credit analyst Dominick D'Ascoli.

The ratings on BFS Inc. reflect the cyclicality of new residential
construction, volatile lumber and other material costs, narrow
product and geographic diversity, and a very aggressive financial
profile. These negatives overshadow a good market position with
key homebuilding customers, favorable end market conditions, and
improved operating efficiencies.

BFS is a leading distributor of lumber and millwork to
professional homebuilders and contractors for the new home
construction industry. The privately held company operates 62
distribution and 40 manufacturing facilities in 11 states. In
addition, the company manufactures certain products internally.
Primary products and services provided to builders include
trusses, wall panels, custom millwork, pre-hung doors and windows,
product installations, customized billing, and project management.


BUTLER MFG: Continues To Work With Lenders To Cure Debt Defaults
----------------------------------------------------------------
Butler Manufacturing Company (NYSE:BBR) reported substantially
improved results in sales and operating earnings in the fourth
quarter ended December 31, 2003. Butler's fourth quarter sales
were $232 million compared with $193 million a year ago, an
increase of approximately 20%. Stronger results in China and the
North American Building Systems businesses led the growth in
sales. Pretax income was $2.2 million in the fourth quarter of
2003 compared with a pretax loss of $0.6 million in the fourth
quarter of 2002. The fourth-quarter net loss was $19.1 million, or
$3.01 per share, and includes a $24.7 million, or $3.89 per share,
non-cash income tax valuation allowance expense within income tax
expense, compared with net income of $1.5 million, or $0.24 per
share in the prior year.

The income tax valuation allowance expense is related to the
establishment of a valuation allowance as a result of uncertainty
as to the realization of deferred tax assets of the company,
required under generally accepted accounting principles.

Butler has not extended its senior debt agreements and remains in
default of certain covenants under those debt agreements. As a
result, they expect their auditors will include a going concern
qualification in their audit opinion of the 2003 financial
statements upon completion of the audit. The company continues to
work with their lenders and announced on December 30, 2003 an
agreement with their senior note holders deferring principal
payments. In exchange, Butler agreed to satisfy certain milestones
including the consummation of a transaction that provides for
repayment in full of the outstanding senior notes by April 30,
2004. The lenders have not waived any rights and are free to
require payment of $90 million of debt recorded on the company's
balance sheet as well as require funding of approximately $23
million of stand-by letters of credit.

For 2003, annual sales were $796 million compared with $828
million a year ago, or 4% lower. The net loss was $32.1 million,
including the $24.7 million non-cash income tax valuation
allowance expense, compared with the net loss of $1.8 million in
2002.

Commenting on the results, John Holland, chairman and chief
executive officer, said, "In 2003, the domestic construction
markets recorded the fourth consecutive annual decline, as F. W.
Dodge reported a 3% decline in nonresidential construction orders,
with the commercial segment off 6% and the manufacturing segment
up 8%, a positive development, albeit increasing from a very low
base. We have had an extremely challenging year but nonetheless
have taken actions to reduce costs and invest in new products and
markets during this very tough period. With the economy showing
signs of improvement coupled with the aggressive cost reductions
and new products and capabilities developed during 2003, we
believe the company is on a path toward profitability in 2004.

"We view the deferral agreement with our senior note holders as a
positive step in the right direction of pursuing the previously
announced strategic options initiative. We have made substantial
progress in pursuing the strategic initiatives and our business is
beginning to show signs of improvement as well, recording an
operating profit in the fourth quarter of 2003. While we cannot
guarantee that we will conclude a transaction by the April 30,
2004 deadline it remains our highest priority to do so.

"We ended 2003 with a backlog of $319 million, 21% higher compared
with the backlog at the end of 2002. Each of our businesses posted
higher backlogs except the Vistawall Architectural Products Group
where the backlog was down a slight 1%. Our higher margin product
backlog was up 17% and the construction backlog was 33% higher
than at the end of 2002.

"Sales in the North American Building Systems segment were $375
million in 2003, 5% lower when compared with the prior year. The
pretax loss was approximately $19.8 million, compared with a
pretax loss of $7.6 million in 2002. The 2003 loss includes a $4.8
million asset impairment expense related to the Lester wood
building business. We believe that 2003 was the bottom of the
cycle as this segment posted stronger sales in the fourth quarter
2003 compared with 2002 and a stronger backlog as we enter 2004.

"Actions taken in the North American Building Systems segment in
2003 to lower costs and add new capabilities are expected to
benefit 2004. Several major initiatives that added expense in 2003
will benefit 2004. Our new R-SteelT panel system plant opened late
last year and the product has been well received in the market.
Our Mexican pre-engineered metal building plant opened on schedule
in December 2003. This lower cost facility will enhance our
competitive position in Latin America and domestically. Finally,
the major enterprise resource planning system implemented in May
2003, has begun to deliver benefits and will position our pre-
engineered metal buildings business to operate more effectively as
we master its capabilities to better serve customers.

"The International Building Systems sales were $138 million
compared with $108 million in 2002. The 2002 sales included $10
million from our European operation prior to its divestiture in
July of that year. The market in China remains robust and we have
done an excellent job of expanding our brand and market position
as the leading pre-engineered metal building supplier in China. In
addition, we opened a manufacturing facility in China in the
latter half of 2003 to support our Vistawall product line. The
seamless introduction of the Vistawall product line will leverage
our market leading position to add a new growth opportunity for
Butler in China. Pretax income for this segment increased to $11.3
million compared with approximately $8 million in 2002, a 41%
increase. The economy in China remains strong and Butler is well
positioned to continue to capitalize on this growth opportunity.

"The Vistawall Architectural Products Group sales were $217
million for all of 2003 compared with $220 million in 2002. The 1%
decline in sales was much better than the overall 6% drop in
commercial construction awards. Pretax earnings were $11.2 million
compared with $8.9 million in 2002. This outstanding performance
in 2003 was against challenging market conditions as we
outperformed the domestic market and supported the start-up in
China and the United Arab Emirates. Vistawall is poised for growth
offering customers a single source array of architectural products
to further consolidate the construction supply chain.

"Butler Construction sales were approximately $81 million in 2003
compared with $111 million last year, a 28% decrease. The entire
decline in sales occurred in the first half of 2003, reflecting
the uncertain economy. The pretax loss was $3.4 million compared
with pretax earnings of $2.0 million in 2002. The 2003 loss
includes a $2.4 million asset impairment charge related to the
planned closure of leased office space. We reduced expenses in
this business but were unable to offset the decline in volume
experienced in the first half of 2003. Construction backlog is up
33% and we expect a strong first half of 2004. As previously
announced, we are in the process of combining the Construction
business with our North American Buildings business, forming the
Buildings Group. This combination improves the alignment,
capabilities and talents of our associates in these two operations
to better serve customers and enhance our ability to consolidate
the construction supply chain. The Real Estate segment sales of
completed projects were approximately $5 million for the year
compared with about $16 million last year, with the drop in sales
related to fewer opportunities in this business throughout 2003.
With the lower sales volume and a smaller rent-flowing development
portfolio, pretax earnings were $0.2 million compared with $3.3
million a year ago.

"We believe the domestic nonresidential construction market is in
the early stages of improvement after three difficult and
challenging years. Our China business continues to provide
significant growth potential and Vistawall is well positioned to
continue its successful track record. The general US economy
continues to show signs of a turnaround with the price of many
commodities increasing significantly. Steel and aluminum costs are
increasing, posing a challenge to improve operating margins.
However, we are taking aggressive action to manage our pricing to
capture these higher costs.

"We have introduced a great deal of change over the past couple of
years, dramatically restructuring costs and operations and have
invested prudently in new products and capabilities that will
expand future market opportunities for the company. We will
endeavor to work through the challenges posed by our financial
situation and are doing so as we pursue our strategic options. We
remain totally committed to delivering value to our owners,
associates and the customers whom we serve," Mr. Holland
concluded.

Butler Manufacturing Company is the world's leading producer of
pre-engineered building systems, a leading supplier of
architectural aluminum systems and components, and provides
construction and real estate services for the nonresidential
construction market.

An analyst conference call to review the fourth-quarter and year-
end results will be held Tuesday, February 17th at 9:00 AM EST. A
live audio webcast of the call will be available to the public on
a listen-only basis. To listen to the webcast go to
www.butlermfg.com and click on the webcast icon.

An audiotape playback of the conference call will begin at 11:30
AM EST Tuesday February 17th and run through March 1st. To access
the playback dial toll free 800-428-6051, or 973-709-2089, and
enter reservation #336999.


CENTERPOINT ENERGY: Unit Issues Two Series Of Refunding Bonds
-------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) announced the issuance of two
series of collateralized revenue refunding bonds by two
governmental authorities on behalf of CenterPoint Energy Houston
Electric, LLC, CenterPoint Energy's electric transmission and
distribution subsidiary.

The first series of refunding bonds, with an aggregate principal
amount of approximately $56.1 million, bears a long-term interest
rate of 5.6 percent and was issued on Feb. 6, 2004.

The second series of refunding bonds, with an aggregate principal
amount of $43.8 million, bears a long-term interest rate of 4.25
percent and was issued on Feb. 11, 2004.

CenterPoint Energy Houston Electric, LLC's installment payment
obligations for each series of refunding bonds are collateralized
by separate series of its general mortgage bonds.  Payment of the
principal at maturity and interest when due on the second series
of refunding bonds is guaranteed by a municipal bond insurance
policy issued by Financial Guaranty Insurance Company.

The proceeds of the refunding bonds will be used to redeem two
series of currently outstanding collateralized revenue refunding
bonds previously issued by the same governmental authorities on
behalf of CenterPoint Energy Houston Electric, LLC's predecessor,
Houston Lighting & Power Company.

The bonds to be redeemed have an aggregate principal amount of
approximately $99.9 million, bear a long-term interest rate of
6.70 percent and were originally issued in April 1992.
CenterPoint Energy's installment payment obligations for each
series of the bonds to be redeemed are collateralized by separate
series of CenterPoint Energy Houston Electric, LLC's first
mortgage bonds.

The offering of the refunding bonds is not required to be
registered under the Securities Act of 1933.

CenterPoint Energy, Inc. (Fitch, BB+ Preferred Securities and
Zero-Premium Exchange Notes' Ratings, Negative), headquartered in
Houston, Texas, is a domestic energy delivery company that
includes electric transmission and distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation in
Texas.  The company serves nearly five million customers primarily
in Arkansas, Louisiana, Minnesota, Mississippi, Missouri,
Oklahoma, and Texas.  Assets total approximately $20 billion.
CenterPoint Energy became the new holding company for the
regulated operations of the former Reliant Energy, Incorporated in
August 2002.  With more than 11,000 employees, CenterPoint Energy
and its predecessor companies have been in business for more than
130 years.  For more information, visit the Web site at
http://www.CenterPointEnergy.com/


CKE RSTAURANTS: Reports Preliminary Fourth Quarter Charges
----------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR)announced certain decisions it
has made in the fourth quarter of fiscal 2004, ended January 26,
2004, to improve the Company's overall operating performance. Such
decisions include the plan to close 28 Hardee's restaurants and a
third-party valuation of the La Salsa brand, both of which will
result in non-cash charges in the fourth quarter.

    A summary of preliminary fourth quarter charges follows:

     -- A non-cash goodwill impairment charge between $30 and $34
        million to reflect the current carrying value of the La
        Salsa brand

     -- Total facility action charges for the fourth quarter
        between $14 and $16 million -- approximately $10 million
        of which are non-cash items -- as detailed below:

        * A non-cash asset impairment charge between $5 and $6
          million related to the anticipated closure of 28
          Hardee's restaurants

        * Approximately $4 million of non-cash asset impairment
          charges to reduce the carrying value of certain
          restaurants the company continues to operate

        * Approximately $2 million in lease reserves related to
          five facilities subleased to a Hardee's franchisee
          currently in bankruptcy proceedings (as previously
          disclosed in the Company's third quarter Form 10-Q)

        * Approximately $2 million in additional lease reserves to
          reflect the current level of subsidies CKE provides on
          sub-leases to franchisees

        * Between $1 and $1.5 million in charges for other
          facility actions


Andrew F. Puzder, president and chief executive officer, said,
"While no one likes to take charges, we believe these actions are
in the best interest of our company and our shareholders. We
remain very confident in our overall operating model and our core
business performance. We look forward to reporting final results
for the fourth quarter and fiscal year in late March."

     Charges Related to Closure of 28 Hardee's Restaurants

Puzder continued, "The closure of 28 Hardee's restaurants is
another step in our ongoing efforts to improve Hardee's operations
and we anticipate our actions will have a positive impact on
consolidated income and cash flow in fiscal 2005. After more than
nine months since the roll-out of the Hardee's Thickburger menu,
we determined that certain restaurants with a track record of poor
performance did not fit within our new menu strategy and simply
could not respond to the changes we've made. These restaurants are
generally older units in poor locations that would require
significant capital expenditures to upgrade the facilities. In
short, they suffer from problems the Hardee's Revolution cannot
cure."

"As our recent period 13 same-store sales report shows, the
Hardee's Revolution has shown continued system-wide momentum.
Assuming continued success, we do not anticipate further closings
of this magnitude. We remain committed to our strategy for
Hardee's and believe the actions we are taking now will enhance
both profitability and the ultimate success of the brand."

During the fourth quarter, the Company made the decision to close
28 Hardee's restaurants; actual restaurant closures are scheduled
to take place during the Company's first fiscal quarter of 2005.
Of the 28 restaurants to be closed, nine are restaurants that have
upcoming lease expirations within the next six months, nine are
restaurants for which the Company will have ongoing lease
obligations, and 10 are restaurants for which the Company owns the
land and building and that will be marketed for sale. In the first
fiscal quarter of 2005, when the 28 Hardee's restaurants slated
for closure are actually closed, the Company expects to take
charges of approximately $2.5 million related to lease reserves.

               Impairment of Goodwill - La Salsa

Commenting on the fourth quarter impairment of goodwill for La
Salsa, Puzder stated, "Since our acquisition of the La Salsa brand
in March 2002, we've been working on developing a new strategy for
the brand that elevates it beyond current notions of fast-casual
Mexican. We are committed to taking the necessary time to ensure
the right strategy for the brand. However, for now, we've reduced
our expectations for unit growth and operating performance. The
impairment of goodwill reflects an adjustment in these
expectations."

In January, CKE retained a third-party firm to perform a valuation
of the La Salsa brand. Based on CKE's reduced expectations for the
brand, the carrying value of La Salsa was determined to exceed the
fair value. As such, CKE expects to take a goodwill impairment
charge between $30 and $34 million.

Continued Puzder, "I've asked Mike Liby, La Salsa's chief
operating officer, to set certain specific and achievable goals
for La Salsa's future. This includes an analysis of La Salsa's
potential impact on the Company's cash flow and profits and when
La Salsa's reasonably anticipated unit economics would support
substantial and long-term franchise growth. We continue to believe
in the emerging fast-casual dining opportunity and that La Salsa
presents a potential new avenue of growth for CKE."

                 About CKE Restaurants, Inc.

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


COMDISCO: Paying Contingent Distribution Rights Holders on Mar 4
----------------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) announced that it will
make a cash payment of $.0187 per right on the contingent
distribution rights (OTC:CDCOR), payable on March 4, 2004 to
contingent distribution rights holders of record on February 23,
2004.

The aggregate payment of approximately $2.8 million is primarily
an incremental payment related to the amended present value of
distributions to the initially allowed general unsecured creditors
in the bankruptcy estate of Comdisco, Inc. disclosed in a Form 8-
K/A filed with the SEC on December 16, 2003. Comdisco Holding
Company has approximately 152.3 million contingent distribution
rights outstanding.

Comdisco Holding Company, Inc. also announced that $482 thousand
of disputed claims in the bankruptcy estate of Comdisco, Inc. were
allowed, and that the appropriate distribution from the disputed
claims reserve has been made to such newly allowed general
unsecured creditors. No supplemental distribution from the
disputed claims reserve was made to previously allowed general
unsecured creditors. Therefore, the present value of distributions
to the initially allowed general unsecured creditors in the
bankruptcy estate of Comdisco, Inc. remains at approximately
$3.461 billion and the percentage recovery to such creditors
remains at approximately 95 percent.

    Contingent Distribution Rights - Effect on Common Stock

The plan of reorganization of the company's predecessor, Comdisco,
Inc., entitles holders of Comdisco Holding Company Inc.'s
contingent distribution rights to share at increasing percentages
in proceeds realized from Comdisco Holding Company Inc.'s assets
after the minimum percentage recovery threshold was achieved in
May, 2003. The amount due contingent distribution rights holders
is based on the amount and timing of distributions made to former
creditors of the company's predecessor, Comdisco, Inc., and is
impacted by both the value received from the orderly sale or run-
off of Comdisco Holding Company Inc.'s assets and on the
resolution of disputed claims still pending in the bankruptcy
estate of Comdisco, Inc.

As the disputed claims are allowed or otherwise resolved, payments
are made from funds held in a disputed claims reserve established
in the bankruptcy estate for the benefit of former creditors of
Comdisco, Inc. Since the minimum percentage recovery threshold has
been exceeded, any further payments from the disputed claims
reserve to former creditors of Comdisco, Inc. entitle holders of
contingent distribution rights to receive payments from Comdisco
Holding Company, Inc. The amounts due to contingent distribution
rights holders will be greater to the extent that disputed claims
are disallowed. The disallowance of a disputed claim results in a
distribution from the disputed claims reserve to previously
allowed creditors that is entirely in excess of the minimum
percentage recovery threshold. In contrast, the allowance of a
disputed claim results in a distribution to a newly allowed
creditor that is only partially in excess of the minimum
percentage recovery threshold. Therefore, any disallowance of the
remaining disputed claims would require Comdisco Holding Company,
Inc. to pay larger cash amounts to the contingent distribution
rights holders that would otherwise be distributed to common
shareholders. After the quarterly distribution on February 13,
2004, the remaining disputed claims in the bankruptcy estate of
Comdisco, Inc. were approximately $289 million.

                        About Comdisco

Comdisco emerged from chapter 11 bankruptcy proceedings on August
12, 2002. The purpose of reorganized Comdisco is to sell, collect
or otherwise reduce to money in an orderly manner the remaining
assets of the corporation. Pursuant to Comdisco's plan of
reorganization and restrictions contained in its certificate of
incorporation, Comdisco is specifically prohibited from engaging
in any business activities inconsistent with its limited business
purpose. Accordingly, within the next few years, it is anticipated
that Comdisco will have reduced all of its assets to cash and made
distributions of all available cash to holders of its common stock
and contingent distribution rights in the manner and priorities
set forth in the Plan. At that point, the company will cease
operations and no further distributions will be made.


COMSTOCK: S&P Ups Corporate Credit Rating to BB- over Refinancing
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Comstock Resources Inc. to 'BB-'from 'B+' following a
review of current and expected credit quality, in light of the
recently announced refinancing of its unsecured debt. The outlook
is stable.

Frisco, Texas-based Comstock has about $300 million of debt.

"The rating upgrade reflects the expected costs savings from
refinancing the 11.25% senior notes due 2007, which could save
Comstock up to 27 cents per thousand cubic feet equivalent (mcfe)
in the near term, depending on the cost of any new debt used in
the tender offer and Comstock's ability to further repay debt
during 2004," said Standard & Poor's credit analyst Paul B.
Harvey. "The transaction should lower Comstock's all-in costs
structure to near $3.00 per mcfe, resulting in increased cash
flows to fund its exploration and development program and
lessening its potential cash burn rate in a severe industry
downturn," he continued.

In addition, Comstock is expected to maintain its improved capital
structure, working toward a goal of 45% debt leverage. Although
there are no acquisitions expected in the near term, any
significant acquisition is expected to be funded with an equity
component that would maintain debt leverage of 50% or less, which
is a much more moderate leverage target than the company has
expressed in the past.

Standard & Poor's expects that natural gas prices and the
company's EBITDAX interest coverage will moderate in 2004, with
Comstock's EBITDAX interest coverage averaging about 8x on
Standard & Poor's base case. However, if natural gas prices remain
at current levels for the remainder of the year, EBITDAX interest
coverage could approach 12x. Standard & Poor's believes that
Comstock's EBITDAX interest coverage would drop to about 4x in a
cyclical trough, which would likely leave the company with
either accessing external capital to fund sustaining capital
expenditures or shrinking.

The stable outlook reflects the likelihood of further improvement
in Comstock's capital structure as excess cash flows are used to
continue reduction of outstanding bank debt. The outlook assumes
any acquisitions will be financed in a balanced manner so as to
not weaken progress that has been made in Comstock's capital
structure and liquidity.


CONSOL ENERGY: Ex-Majority Shareholder Sells Remaining Shares
-------------------------------------------------------------
CONSOL Energy Inc.'s (NYSE: CNX) former majority shareholder, RWE
of Essen, Germany, has agreed to sell its remaining 16.6 million
shares of CONSOL Energy common stock in a private placement sale.

On September 23 and 24, 2003, RWE closed on a previously announced
sale of 14.1 million shares of CONSOL Energy common stock,
reducing its initial majority interest from 73.6% to 48.9%. On the
same dates, CONSOL Energy closed on a previously announced sale of
11.0 million primary shares of its common stock, increasing the
total shares of common stock outstanding to 89.8 million.

On October 2, RWE closed on the sale of an additional 27.3 million
shares of CONSOL Energy common stock. That sale reduced RWE's
ownership to 16.6 million shares, or 18.5 percent.

The shares of common stock offered have not been registered under
the Securities Act of 1933 and may not be offered in the United
States absent registration or an applicable exemption from
registration requirements.

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

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


CONTINENTAL AIRLINES: Fitch Affirms Junk Ratings & Revises Outlook
------------------------------------------------------------------
Fitch Ratings has affirmed the senior unsecured debt rating of
Continental Airlines, Inc. at 'CCC+'. In addition, the rating for
Continental's TIDES preferred equity securities has been affirmed
at 'CCC-'. The Rating Outlook for Continental has been revised to
Stable from Negative.

Ratings for Continental reflect ongoing concerns regarding the
company's ability to deliver substantial improvements in its
credit profile in the face of a heavy debt and lease burden,
significant cash obligations related to upcoming debt maturities,
and a relatively constrained liquidity position. Senior management
remains focused on a goal of delivering break-even profitability
results in 2004, but persistently high jet fuel costs and a weak
pricing environment will limit the airline's capacity to show
significant gains in operating cash flow generation this year.
With a need to maintain cash balances at or above current levels
to safeguard against the risk of external shocks, Continental will
likely make only limited progress toward debt reduction and
balance sheet repair over the next year.

Modest recovery in air travel demand patterns and improving unit
revenue results, however, support the revision of Continental's
Rating Outlook. Mainline passenger revenue per available seat mile
grew by 4% year-over-year in the fourth quarter. This was driven
by a 4 percentage point increase in load factor. At the same time,
yields fell by 2% as Continental's business fare mix weakened. The
broadening impact of low-cost carrier competition in key markets
such as Newark-San Francisco contributed to a 5 percentage point
drop in Continental's business fare revenue mix (31% in Q4 2003
versus 36% in the year-earlier period). Clearly, intensifying
yield pressure will make it difficult for Continental to show
meaningful improvement in domestic unit revenue during 2004. In
international markets, prospects for better load factors and
yields are good, reflecting a solid recovery from depressed
bookings tied to the Iraq War and SARS in the first half of 2003.

Any unit revenue recovery seen in 2004 may well be offset by high
fuel costs. Fourth quarter jet fuel prices averaged 85 cents per
gallon (excluding taxes), and management expects average prices in
2004 to remain above 90 cents per gallon. Continental has no fuel
hedging in place for 2004 jet fuel purchases. Unit cost pressures
related to aircraft maintenance, landing fees and terminal rents
(following recently completed expansion projects at Newark-Liberty
and Houston Bush Intercontinental Airports) will likely prevent
Continental from driving mainline cost per available seat mile
down in 2004-in spite of a projected mainline capacity growth rate
of 6.5% this year.

Continental's lower labor cost structure has, over the last
several years, allowed it to maintain a unit cost advantage over
its major network carrier competitors. Still, labor cost reduction
programs completed by the restructured carriers (American and
United) have virtually eliminated Continental's former cost
advantage. Contracts with pilots and mechanics are amendable and
under negotiation now. It remains to be seen, however, if
Continental can again drive unit labor costs below those of the
restructured carriers. Under any contract scenario, moreover,
Continental's unit pay and benefit rates will remain well above
those of the growing low-cost carrier group.

Liquidity remains a source of concern for Continental in light of
the carrier's exposure to external demand and fuel shocks. While
total cash balances increased during 2003 primarily as a result of
debt issuance and limited asset sales, Continental's unrestricted
cash balance is still weak by industry standards. A year-end
unrestricted cash balance of $1.4 billion (after deducting $170 in
restricted cash from the total reported cash balance of $1.6
billion) represents approximately 16% of total 2003 revenues.
Northwest, by comparison, had unrestricted cash balances
representing approximately 28% of total annual revenues at the end
of 2003. While Continental's unit costs are significantly lower
than those of Northwest and Delta, the smaller liquidity buffer
exposes Continental to greater event risk. Continental's liquidity
situation is complicated by the fact that it retains few
unencumbered assets that could be used to collateralize future
secured borrowings. The company does retain equity stakes in
online travel company Orbitz and Express Jet Holdings (the
operator of Continental Express). Management has stated repeatedly
that it does not intend to hold its investment in Express Jet for
an extended period. The estimated market values of Continental's
Orbitz and Express Jet stakes were approximately $83 million and
$251 million, respectively, at the end of 2003.

Cash obligations tied to debt maturities and pension plan funding
are expected to be large in 2004 and 2005. Current maturities of
debt and capital leases total $422 million for 2004, and will rise
to approximately $670 million in 2005. Cash contributions to
defined benefit pension plans should total approximately $300
million this year. Compared to the other network airlines,
Continental's underfunded pension liability is manageable
(approximately $1.0 billion underfunded on a projected benefit
obligation basis as of December 31, 2003). Management has taken a
proactive approach to funding its plans to levels that represent
approximately 90% of the current liability (the relevant measure
of pension funding as set by the Federal Government).
Continental's relatively strong pension funding status provides it
with an element of financial flexibility that the other major
carriers clearly do not possess.


CONTINENTAL AIRLINES: Fitch Affirms EETC Ratings on 3 Note Series
-----------------------------------------------------------------
Fitch Ratings affirms the ratings of the following three enhanced
equipment trust certificate transactions backed by payments from
Continental Airlines Inc.: Continental Airlines FEATS, series
2000; and Aircraft Indebtedness Repackaging Trust series 1998-1
and series 1998-2. The affirmed ratings as shown below are also
removed from Rating Watch.

The rating actions reflect prospects for reduced volatility of
aircraft values/lease rates as well as Fitch's affirmation of
Continental Airlines, Inc.'s unsecured debt rating 'CCC+' and
revision of the Rating Outlook to Stable from Negative (see press
release dated February 13, 2004).

While it is always possible that further value impairment for many
aircraft types could occur, including the aircraft that back these
transactions, aircraft sector fundamentals that contribute to the
volatility of aircraft values are beginning to show some signs of
stability. Fitch remains concerned that these fundamentals, like
supply and demand, remain very weak by historical measures and
that another 'event shock' could drive the sector into another
downturn. Event shocks include things like additional terrorist
acts, or anything that might restrict global air traffic. These
Continental transactions are structured as enhanced equipment
trust certificates. EETC's function as hybrid corporate /
structured bonds, with ratings tied to the unsecured corporate
rating of the underlying airline. The ratings on EETC's can be
significantly higher than those of the airlines' unsecured
corporate obligations because of legal and structural features as
well as overcollateralization.

Continental Airlines is the fifth largest U.S. passenger air
carrier, serving 122 domestic and 90 international destinations.
As of December 31, 2003, Continental operated a mainline fleet of
355 aircraft (127 owned and 228 leased).

                      Affirmed Ratings:

Continental Airlines FEATS, series 2000

        -- Class A rated 'A-';

        -- Class B rated 'B+';

        -- All Classes are removed from Rating Watch Negative.

Aircraft Indebtedness Repackaging Trust, series 1998-1

        -- Class A rated 'BB';

        -- Class B rated 'B';

        -- Class C is 'Paid in Full';

        -- All Classes are removed from Rating Watch Negative.

Aircraft Indebtedness Repackaging Trust, series 1998-2

        -- Class A rated 'BB';

        -- Class B rated 'B';

        -- Class C is 'Paid in Full';

        -- All Classes are removed from Rating Watch Negative.


CREDIT SUISSE: Fitch Takes Rating Actions on 4 Securitizations
--------------------------------------------------------------
Fitch has taken rating actions on the following Credit Suisse
First Boston (CSFB) mortgage pass-through certificates:

Credit Suisse First Boston, mortgage pass-through certificates,
series 2002-26 Group 1

        -- Class IA affirmed at 'AAA';

        -- Class IB1 upgraded to 'AAA' from 'AA';

        -- Class IB3 upgraded to 'A' from 'BBB-';

        -- Class IB4 upgraded to 'BBB' from 'BB';

        -- Class IB5 upgraded to 'BB' from 'B'.

Credit Suisse First Boston, mortgage pass-through certificates,
series 2002-26 Group 2

        -- Class IIA affirmed at 'AAA';

        -- Class IIB1 upgraded to 'AA+' from 'AA';

        -- Class IIB2 upgraded to 'A+' from 'A';

        -- Class IIB3 upgraded to 'BBB+' from 'BBB';

        -- Class IIB5 upgraded to 'BB' from 'B'.

Washington Mutual Mortgage Securities, mortgage pass-through
certificates, series 2002-AR1

        -- Classes IA, IIA, and IIIA affirmed at 'AAA';

        -- Class CB1 upgraded to 'AAA' from 'AA';

        -- Class CB2 upgraded to 'AA' from 'A';

        -- Class CB3 upgraded to 'A' from 'BBB';

        -- Class CB4 affirmed at 'BB';

        -- Class CB5 affirmed at 'B'.

Washington Mutual Mortgage Securities, mortgage pass-through
certificates, series 2002-S4

        -- Classes A affirmed at 'AAA';

        -- Class B1 upgraded to 'AAA' from 'AA';

        -- Class B2 upgraded to 'AA' from 'A-';

        -- Class B3 upgraded to 'BBB+' from 'BBB-';

        -- Class B4 affirmed at 'BB-';

        -- Class B5 affirmed at 'B'.

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support levels. The
affirmations are due to credit enhancement consistent with future
loss expectations.


DETROIT MEDICAL: Fitch Maintains Negative Watch on B Rating
-----------------------------------------------------------
Fitch Ratings continues to monitor Detroit Medical Center and its
expected improvement plan and 2004 budget. Fitch placed DMC's
approximately $569 million of bonds on Rating Watch Negative on
Dec. 22, 2003, due to the lack of significant improvement in DMC's
overall financial performance, and little expectation of
significant improvement in the near future. The bonds are rated
'B'. Fitch noted in its last press release that DMC's improvement
plan and 2004 budget would be available in late January and that
the rating would be reevaluated at that time.

However, the improvement plan and 2004 budget have been delayed as
management is currently making revisions to include initiatives
recommended by Huron Consulting Group. Fitch does not expect the
improvement plan by itself will be sufficient to completely stem
DMC's losses, given the level of indigent care DMC provides. In
the month of November 2003, DMC had an operating loss of $17.5
million resulting in a year-to-date loss (eleven months) of $123
million. With receipt of $21 million in public subsidies, the
bottom line loss is $102 million through the eleven months ended
Nov. 30, 2003.

Fitch will evaluate the improvement plan and 2004 budget, which
are now expected to be released late February, and determine if a
rating change is warranted. In addition, the fiscal 2003 audit
will most likely be completed in March and management has
indicated that an investor conference call may be scheduled around
that time.

DMC operates nine hospitals, seven of which serve the metropolitan
Detroit area. DMC is the largest health care provider in the
Detroit market, with 11,954 full-time equivalent employees and
about $1.6 billion in annual revenues. DMC does not covenant to
provide quarterly disclosure to bondholders, as was standard
during DMC's last bond offering in 1998. However, DMC proactively
provides monthly financial statements to bondholders and other
interested parties requesting to be on its distribution list, a
practice which Fitch views favorably.

Outstanding debt:

-- $108,650,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1998A;

-- $174,460,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1997A*;

-- $42,615,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Sinai Hospital of Greater Detroit), series
   1995;

-- $131,445,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1993B*;

-- $109,320,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1993A;

-- $2,575,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1988A and 1988B.

*This is an underlying rating. The bonds are insured by Ambac
Assurance Corporation, whose insurer financial strength is rated
'AAA' by Fitch.


DIRECTV: Delaware Court Confirms First Amended Reorganization Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Delaware confirmed
DirecTV Latin America, LLC's Plan of Reorganization, setting the
stage for the Company to emerge from Chapter 11.  The Company
expects that the Plan of Reorganization will become effective by
the end of February 2004.

As previously announced, the Company filed for relief under
Chapter 11 of the U.S. Bankruptcy Code in March 2003 in order to
aggressively address its financial and operational challenges.
The filing applied only to the U.S. entity and did not include
any of the operating companies in Latin America and the
Caribbean, which have continued regular operations.

"This is an important development for the Company and our
employees, with the conclusion of the Chapter 11 process now
clearly in sight," said Larry N. Chapman, President and Chief
Operating Officer of DIRECTV Latin America, LLC.  "Through the
Chapter 11 process we have successfully accomplished what we set
out to do, namely taking the actions we believed were necessary
to strengthen our company and ensure our continued ability to
offer our customers outstanding programming and entertainment."

DIRECTV is a leading direct-to-home satellite television
service in Latin America and the Caribbean.  Currently, the
service reaches approximately 1.5 million customers in the
region, in a total of 28 markets. DIRECTV is currently available
in: Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, El
Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, Puerto
Rico, Trinidad & Tobago, Uruguay, Venezuela and several Caribbean
island nations.

DIRECTV Latin America, LLC is a multinational company owned
by DIRECTV Latin America Holdings, a subsidiary of Hughes
Electronics Corporation, and Darlene Investments, LLC, an
affiliate of the Cisneros Group of Companies.  DIRECTV Latin
America and its principal operating companies have offices in
Buenos Aires, Argentina; Sao Paulo, Brazil; Cali, Colombia;
Mexico City, Mexico; Carolina, Puerto Rico; Fort Lauderdale, USA;
and Caracas, Venezuela.  For more information on DIRECTV Latin
America please visit http://www.directvla.com

Hughes Electronics Corporation is a world-leading provider
of digital multichannel television entertainment, broadband
satellite networks and services, and global video and data
broadcasting.

                  Section 1129(a) Requirements

Judge Walsh finds that the 1st Amended Plan satisfies the 13
statutory requirements under Section 1129(a) of the Bankruptcy
Code necessary to confirm the Plan:

(A) Section 1129(a)(1) provides that a reorganization plan must
    comply with the applicable provisions of the Bankruptcy
    Code.  The legislative history and subsequent case law
    indicate that this provision requires that a plan satisfy
    Sections 1122 and 1123 of the Bankruptcy Code, which govern
    the classification of claims and the contents of the plan.
    Specifically:

    1. Pursuant to Sections 1122(a) and 1123(a)(1), the Plan
       designates Classes of Claims and Old DTVLA Membership
       Interests, other than Administrative Expense Claims,
       Priority Tax Claims and DIP Facility Claims, which are not
       required to be classified.  Moreover, the Classification
       of the Put Agreement Claims and Interests is proper and
       consistent with Sections 1122(a) and 1123(a)(1).

    2. The Plan satisfies requirements of Section 1123(a)(2).
       The Plan specifies all Claims and Old DTVLA Membership
       Interests that are not impaired and specifies the
       treatment of all Claims and Old DTVLA Membership Interests
       that are impaired.  In accordance with Section 1123(a)(4),
       the Plan also provides the same treatment for each Claim
       or Old DTVLA Membership Interests within each particular
       Class.

    3. The Plan provides adequate means for its implementation,
       satisfying Section 1123(a)(5).  In particular, the Plan
       provides for the provision of Exit Funding on terms which
       are reasonable, appropriate and that will provide
       sufficient liquidity to the Debtor to satisfy all
       obligations under the Plan and to fund business operations
       on a going forward basis.

(B) Section 1129(a)(2) requires that the plan proponent comply
    with the applicable provisions of the Bankruptcy Code.  The
    solicitation of acceptances and rejections of the Plan was:

    1. in compliance with the procedures set forth in the
       Approval Order and applicable law; and

    2. solicited after the distribution to Claimholders or Old
       DTVLA Membership Interests of the Disclosure Statement
       containing adequate information.

    Moreover, the releases and injunction provisions in the Plan
    are appropriate under the legal standard governing approval
    of the provisions in the Third Circuit Court of Appeal.
    Specifically, the Court finds that:

    1. The Debtor and the Releases share an identity of
       interest;

    2. The Releases have made a substantial contribution to the
       Debtor's reorganization including the provision by Hughes
       of the Exit Funding, the agreement by Hughes to the
       conversion of its DIP Facility Claim into equity in the
       Reorganized Debtor in exchange for the $2,000,000,000 of
       claims against the Debtor held by Hughes and its
       affiliates, and the contribution of assets by Hughes and
       Darlene pursuant to the Roll-Up Transaction;

    3. The releases are essential to the success of the Debtor's
       reorganization because Hughes would not fund the Plan
       absent the releases provision;

    4. The holders of General Unsecured Claims have
       overwhelmingly accepted the Plan; and

    5. The Plan, which depends on receipt of funding by Hughes --
       and which funding is predicated on the releases --
       provides for the distribution to the General Unsecured
       Creditors, who would not receive any distribution in a
       liquidation of the Debtor.

(C) As Section 1129(a)(3) requires, the Plan has been proposed in
    good faith and not by any means forbidden by law.  The Plan
    is designed to allow the Debtor to reorganize by providing it
    with the means to substantially de-leverage its balance sheet
    and restructure its Programming Agreements, and thus realize
    the benefits of a financial reorganization that enables the
    Debtor to satisfy obligations with sufficient liquidity and
    capital resources to conduct its business in a going forward
    basis.  Moreover, the Plan and the process leading to its
    formulation, including involvement and negotiation by the
    Creditors Committee, provides independent evidence of the
    Debtor's good faith.

(D) The Plan satisfies the requirement of Section 1129(a)(4) that
    certain professional fees and expenses paid by the plan
    proponent, by a debtor, or by a person receiving
    distributions of property, be subjected to Court approval.

(E) As required by Section 1129(a)(5), the Plan Proponents
    have disclosed the identity and other relevant information
    with respect to all individuals of the Reorganized Debtor.
    The Court finds and concludes that the appointment or
    continuation of the individuals is consistent with the
    interests of the Claimholders and with public policy.

(F) The Plan does not contain any rate changes subject to the
    jurisdiction of any governmental regulatory commission.
    Section 1129(a)(6) is inapplicable to the confirmation of the
    Plan.

(G) The Plan is in the best interests of creditors and equity
    interest holders pursuant to Section 1129(a)(7).  The Debtor
    demonstrated that the range of recoveries in a Chapter 7
    liquidation is insufficient to fully satisfy the DIP Facility
    Claim and other administration claims and, therefore, there
    would be no value available for distribution to General
    Unsecured Claimholders.  The Court finds that Claimholders
    would not recover under a Chapter 7 liquidation even if the
    Chapter 7 Trustee were successful in pursuing claims against
    Hughes and its affiliates.

(H) Section 1129(a)(8) requires that each class of claims or
    interests that is impaired under the plan accept the plan.
    Class 3 and 4 have voted to accept the Plan.  Claimholders
    and Old DTVLA Membership Interests in Classes 5, 6 and 7 are
    not receiving any distribution from the Debtor on account of
    their claims and are, thus, deemed to have rejected the
    Plan.  As a result, with respect to Class 5, 6 and 7, the
    Plan does not comply with Section 1129(a)(8), but instead,
    satisfy the "cramdown" requirement set forth in Section
    1129(b).   Therefore, the Plan is fair and equitable with
    respect to each of the rejecting Classes.  The Plan does not
    discriminate unfairly with respect to Classes 5, 6 and 7.

(I) Except to the extent that the Claimholders agrees to a
    different treatment of their claims, the Plan provides that
    Administrative Expense Claims, Non-Tax Priority Claims and
    Priority Tax Claims will be paid in full accordance with
    Section 1129(a)(9).  Moreover, Hughes has agreed to accept a
    portion of the Class 3 Share on account of its DIP Facility
    Claims.

(J) Section 1129(a)(10) requires the affirmative acceptance of
    the Plan by at least one Class of impaired Claims,
    "determined without including any acceptance of the plan by
    any insider."  Class 4 is impaired and have voted to accept
    the Plan.

(K) Section 1129(a)(11) of the Bankruptcy Code requires the
    Bankruptcy Court to find that the plan is feasible as a
    condition precedent to confirmation.  The Debtor has provided
    detailed financial projections to creditors in the Disclosure
    Statement.  Those projections demonstrate that, reorganized
    and deleveraged, DirecTV will be on solid financial ground
    and there will be no need for further financial
    restructuring.

(L) Section 1129(a)(12) requires the payment of all fees payable
    under 28 U.S.C. Section 1930.  The Debtor has paid, or will
    pay on or before the Effective Date, all amounts due under
    28 U.S.C. Section 1930 regardless of whether the fees accrued
    prior to entry of the Confirmation Order or until such time
    as the Court closes the case by final decree.  The Debtor
    will also comply with any postconfirmation reporting
    requirements, inclusive of disbursement information.

(M) Section 1129(a)(13), which requires the continuation of
    Retiree Benefits, does not apply to the Debtor's Plan.

Accordingly, Judge Walsh confirms the Debtor's Plan.  The United
States Trustee and Televisa SA de CV filed objections to the
confirmation of the Plan.  To the extent not withdrawn or
resolved, Judge Walsh overrules the objection. (DirecTV Latin
America Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


D.R. HORTON: S&P Ups Credit & Senior Debt Ratings a Notch to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior debt ratings on D.R. Horton Inc. to 'BB+' from 'BB'. At the
same time, the outlook is revised to stable from positive. The
rating actions impact approximately $2.75 billion in outstanding
debt.

"The upgrade acknowledges Horton's commitment to an organic growth
strategy and lower leverage levels over the past year, which has
materially improved the company's financial profile. This well-
diversified national homebuilder's above-average margins improved
over the past year as well, and efforts to strengthen inventory
turns continue," said Standard & Poor's credit analyst Elizabeth
Campbell.

Arlington, Texas-based Horton ranks as one of the largest builders
in the nation, based on home closings (37,662 for the 12-months
ended Dec. 31, 2003), and has among the largest sales backlogs in
the industry at more than $3.5 billion.


ENCOMPASS: Todd Matherne Wants 25 Claims Disallowed & Expunged
--------------------------------------------------------------
The Encompass Debtors' Disbursing Agent, Todd A. Matherne, asks
the Court to expunge 25 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: Obtains Nod to Expand Stephen Cooper's Engagement Scope
--------------------------------------------------------------
The Enron Corporation Debtors sought and obtained U.S. Bankruptcy
Judge Gonzalez's approval to expand the retention of Stephan
Forbes Cooper LLC, nunc pro tunc to October 21, 2003, to provide
four additional Associate Directors of Restructuring to work for
the Debtors.  The four Additional Employees are:

   (1) John C. Auerbach,
   (2) Daniel E. Karson,
   (3) Andres Antonius, and
   (4) Thomas J. Sterner.

In accordance with the Agreement, the Debtors will pay Cooper
$549,600 annually, calculated as the average for three Additional
Employees on the basis of 160 hours per month as a full equivalent
and one Additional Employee on the basis of 80 hours per month as
a part-time equivalent.

The Additional Employees are employees of Kroll, Inc., an
internationally recognized independent risk consulting company.

Kroll is the entity that is the beneficial recipient of proceeds
paid to Stephen Forbes Cooper, LLC, pursuant to a management
agreement, under which Cooper provides management services to the
Debtor, including the Acting Chief Executive Officer, Chief
Restructuring Officer and Associate Directors of Restructuring.

The Additional Employees will provide services to the Debtors as
employees of Cooper.  They will provide asset location and
investigation services in connection with ongoing settlement and
litigation efforts.  However, the Additional Employees will not
investigate any individuals or entities with a relationship to
themselves, Kroll Zolfo Cooper LLC, Cooper or Kroll, Inc. (Enron
Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


EREWHON MOUNTAIN: Hilco Merchant To Conduct Store Closing Sales
---------------------------------------------------------------
Hilco Merchant Resources has been selected to manage the going out
of business sale at all six Erewhon Mountain Outfitter stores in
the Chicagoland and Madison, Wisconsin areas. Erewhon Mountain
Outfitter is known for its outstanding selection of equipment used
in mountain climbing, hiking, backpacking, canoeing, skiing and
other outdoor activities.

Store closing sales began Thursday, February 12, 2004. Over $6
million of inventory is being liquidated, including top-of-the-
line, high quality outdoor apparel and outdoor gear for men, women
and children involved in camping, hiking, climbing, snow sports
and much more.

Significant discounts are now being offered on all merchandise in
all stores. Consumers will be able to take advantage of
significant savings on every item in every department.

Michael Keefe, President of Hilco Merchant Resources stated, "This
is an outstanding opportunity for every outdoor enthusiast to
realize unprecedented savings on a remarkable selection of the
best brand names in outdoor apparel and gear for every season.
This is sure to be a great sale because there's still plenty of
time for winter activities, yet spring is right around the corner.
With brands like North Face, Patagonia, Columbia Sportswear,
Merrell, Salomon, Marmot, Arc'Teryx, Oakley and Yakima, the
selection won't last long."

Based in Northbrook, Illinois, Hilco Merchant Resources --
http://www.hilcomerchantresources.com/-- provides high-yield
strategic retail inventory liquidation and store closing services.
Over the years, Hilco principals have disposed of assets valued in
excess of $30 billion. Hilco Merchant Resources is part of the
Hilco Organization, a provider of asset valuation, acquisition,
disposition and financing to an international marketplace through
nine specialized business units.

The Store Closing Sale Is Being Conducted at These Locations:

Street                     City and State      Phone Number

2585 Waukegan Road         Bannockburn, IL     847-948-7250
1800 North Clybourn        Chicago, IL         312-337-6400
20505 North Hwy 12         Kildeer, IL         847-726-1301
201 Orland Park Place      Orland Park, IL     708-364-1100
9705 Skokie Blvd.          Skokie, IL          847-933-1200
7948 Tree Lane             Madison, WI         608-833-9191


ESSELTE: S&P Assigns Low-B Level Credit & Euro Sub. Note Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to office supplies manufacturer Esselte Group
Holdings AB.

At the same time, Standard & Poor's assigned its 'B' rating to the
company's ?130 million senior subordinated notes due 2011.
Proceeds of the notes will be used to make an intercompany loan to
Esselte Sverige AB to fully repay existing mezzanine debt. They
will also be used for a follow-on loan to Esselte AB (the
operating company) to repay a portion of the term loans on its
existing senior credit facilities, plus associated transaction
fees and expenses.

The outlook on Esselte Group Holdings is stable.

Total debt outstanding at Dec. 31, 2003, pro forma for the
refinancing, was $420 million.

Stamford, Connecticut-based Esselte is a leading office supplies
manufacturer and marketer, providing filing products (file
folders/systems and index cards); labeling products (label writers
and tape) and workspace products (staples, letter trays, binding,
and lamination) to the global market.

Standard & Poor's analyzes Esselte Group Holdings AB, its
subsidiary Esselte Sverige, and Esselte AB on a consolidated
basis.

"The newly assigned ratings reflect Esselte's constrained
discretionary cash flow, its highly competitive operating
environment, and the low-growth niche market in which it
operates," said Standard & Poor's credit analyst Martin S.
Kounitz. "These factors are mitigated by Esselte's leading market
positions in each of its core product lines, its diversified
revenue base and distribution channels, its high operating
efficiency, and stable cash flows."

Esselte faces several challenges in its markets. The company has a
somewhat narrow product scope in a mature industry with
competitive pricing. However, it participates in the high-end and
middle-end of the market and has strong established brands, and
these factors somewhat alleviate pricing pressure. Nonetheless,
Standard & Poor's expects that the company will be challenged to
achieve sustainable top-line revenue growth in this low-growth,
niche area.

Sales growth and profitability for the company's DYMO labeling
product lines are strong, and will allow Esselte to expand into
markets such as PC/desktop label writers that make use of current
technologies. However, revenue and profitability growth in other
business lines such as filing (which contributes two-thirds of
Esselte's total revenues), has been driven by favorable foreign
exchange rates rather than organic sales growth. The largest
portion of the company's revenues are in euros (approximately 57%
in 2003) while its revenues are reported in U.S. dollars, allowing
the company to benefit from the appreciation of the European
currency. Standard & Poor's expects that the company, to increase
revenues, will continue to focus efforts on markets such as the
Asia Pacific region, where it has expanded its sales and marketing
teams.


EXIDE: Obtains Clearance for Heller Stipulation Re Equipment Lease
------------------------------------------------------------------
On May 19, 2000, the Exide Tech. Debtors entered into an agreement
with Heller Financial Leasing, Inc., pursuant to which Heller
committed to purchase up to $4,000,000 of computer, office and
forklift equipment along with all additions, replacements,
substitutions, modifications, attachments and proceeds.  The
Debtors extended the Agreement for a lease facility to purchase
an additional $1,900,000 worth of similar equipment.  The Debtors
leased the equipment for use in various facilities.  On
August 25, 2000, the Debtors and Heller entered into a Master
Lease Agreement, wherein the Debtors leased various equipment.

The Debtors sought to reject the Leases on October 27, 2003.  To
avoid a dispute subsequent to the rejection, the parties held
discussions, and have, therefore, stipulated and agreed that:

   (a) The Debtors will withdraw their request to reject the
       Leases;

   (b) The Debtors will purchase the equipment subject to the
       Leases for $1,080,575, which will be paid in two parts:

       -- Heller will be permitted to retain $650,575, which it
          drew down from three separate letters of credit
          securing the Leases; and

       -- $430,000 plus interest to be paid in accordance with
          the Bill of Sale, Promissory Note and Secur1ity
          Agreement;

   (c) The Debtors will be authorized and empowered to execute
       and deliver all documents, and to do any and all acts, as
       required under the Sale Documents and that may reasonably
       be necessary to implement the terms of the Stipulation and
       Agreed Order;

   (d) The Leases will be terminated; and

   (e) The Parties waive and release any and all claims that they
       have or may have against each other relating to the
       Leases.

                       *    *    *

Accordingly, the Court approves the stipulation.

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)


EXIDE TECH: Obtains Court Nod for $375 Million Financing Package
----------------------------------------------------------------
Exide Technologies (OTCBB: EXDTQ), a global leader in stored
electrical energy solutions, announced that it has received
interim approval from the U.S. Bankruptcy Court for the District
of Delaware for $375 million in debtor-in-possession financing to
replace its current DIP financing, which is set to mature on
February 15, 2004.

The replacement DIP facility will be provided by a group of
lenders for which Deutsche Bank AG New York Branch is acting as
Administrative Agent. In addition to immediately replacing the
prior DIP financing, the replacement DIP refinances the Company's
European accounts receivable securitization facility and provides
additional working capital borrowing availability of up to $40
million.

The replacement DIP facility includes an aggregate financing
commitment of $500 million and includes a standby commitment to
refinance the Company's 9.125% Senior Notes, which are due April
15, 2004, conditioned on the Bankruptcy Court's issuance of a
final order approving the replacement DIP, the Company's filing of
a plan of reorganization and the Bankruptcy Court's approval of a
disclosure statement related thereto reasonably satisfactory to
the lending group and Deutsche Bank. Finally, the lending group
has extended its commitment to May 15, 2004, to provide financing
upon Exide's emergence from Chapter 11. The replacement DIP and
financing commitments are subject to customary financial and legal
conditions, and the Company will seek final approval of the
replacement DIP facility on March 15, 2004.

Craig H. Muhlhauser, Chairman, Chief Executive Officer and
President of Exide Technologies, said, "Approval of the
replacement financing gives Exide the necessary resources and
flexibility to ensure normal business operations now, as we
continue to work on finalizing the terms of a plan of
reorganization with our creditors, and after emergence from
Chapter 11."

               About Exide Technologies

Exide Technologies, with operations in 89 countries and fiscal
2003 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The Company's three global business groups - transportation,
motive power and network power - provide a comprehensive range of
stored electrical energy products and services for industrial and
transportation applications.

Transportation markets include original-equipment and aftermarket
automotive, heavy-duty truck, agricultural and marine
applications, and new technologies for hybrid vehicles and 42-volt
automotive applications. Industrial markets include network power
applications such as telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-power
related) and uninterruptible power supply (UPS), and motive-power
applications including lift trucks, mining and other commercial
vehicles.

Further information about Exide and its financial results are
available at http://www.exide.com/.


FIRST PAGE ASSOCIATES: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: First Page Associates, Inc.
        dba Windovations
        dba Megawood Industries
        2400 Vauxhall Road
        Union, New Jersey 07083

Bankruptcy Case No.: 04-14796

Type of Business: The Debtor promotes, designs, sells, and
                  projects manage architecturally significant
                  window, door and skylight projects in the
                  Northern Atlantic States area utilizing the
                  unique manufacturing expertise of Megawood
                  Industries and Infinity Bronze.
                  See http://www.windovations.com/

Chapter 11 Petition Date: February 13, 2004

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsels: Michael P. Pompeo, Esq.
                   Michael Joseph Reynolds, Esq.
                   Robert Malone, Esq.
                   Drinker, Biddle & Reath
                   500 Campus Drive
                   Florham Park, NJ 07932
                   Tel: 973-360-1100
                   Fax: 973-360-9831

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Window Gold LLC               Loan                    $2,790,000
8 Woodland Road
Maplewood, NJ 07040

Hopes Windows                 Trade Debt                $683,793
84 Hopkins Avenue
P.O. Box 580
Jamestown, NY 14702

Relsen-Siedel Hardwood        Trade Debt                $130,149

First Union Bank              Loan                      $125,000

American Express              Trade Debt                 $66,759

Roger K. Braman               Trade Debt                 $60,165

Sienna Custom Window & Door   Trade Debt                 $49,622

Sax Macy Fromm & Company, PC  Trade Debt                 $26,380

Weather-Eye Insulation Glass  Trade Debt                 $24,555
Inc.

Newark Industrial Spraying,   Trade Debt                 $24,545
Inc.

H & S Graphics, Inc.          Trade Debt                 $24,491

Consolidated Extrusions       Trade Debt                 $23,831

Chemical Building Supplies    Trade Debt                 $22,724
Inc.

J. Gibson Mcllvain Company    Trade Debt                 $17,151

Glass Pro                     Trade Debt                 $17,014

Penta Glass Industries, Inc.  Trade Debt                 $16,754

Functional Fenestration Inc.  Trade Debt                 $15,659

Bronze Craft                  Trade Debt                 $15,417

Julius Blum & Company, Inc.   Trade Debt                 $13,845

Mac Metals, Inc.              Trade Debt                 $13,796


FP BROWN & SONS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: F.P. Brown & Sons, A Partnership
        P.O. Box 85
        Maringouin, Louisiana 70757

Bankruptcy Case No.: 04-10348

Chapter 11 Petition Date: February 6, 2004

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Pamela G. Magee, Esq.
                  7922 Wrenwood Boulevard, Suite B
                  Baton Rouge, LA 70809
                  Tel: 225-925-8770
                  Fax: 225-924-2469

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
UAP Data                                   $144,268

Cane Equipment Cooperative                  $82,947

Cameco Industries                           $14,551

Certis USA                                  $12,880

A and C Flying Service                      $10,000

Agco Finance                                 $9,281

Maringouin Car Care Center                   $6,855

Louisiana Auto & Truck Repair                $5,496

Feed Service & Hardware Supply               $4,941

Case Credit Vantage                          $3,500

G&K Services                                   $317


GENTEK INC: Gets Approval for Majestic Settlement Agreement
-----------------------------------------------------------
On August 1, 2001, GenTek Debtor Krone Digital Communications,
Inc. filed a complaint against Majestic Management, Inc., Larry D.
Large, and Optical Datacom, LLC, in the District Court, Arapahoe
County, of the State of Colorado.  Krone alleged that the three
defendants purchased certain communications inventory but failed
to pay for it. On April 4, 2002, Krone filed a complaint against
Majestic, Larry Large, Optical Datacom Inc., Bradley Large, Bryon
Large, Matthew T. Gehrke, Patrick F. Gartland, Terry McDonald,
Curtis T. Erwin, and Michael Carpinelli, in the District Court,
Arapahoe County, of the State of Colorado.  Krone alleged that the
defendant corporations and directors fraudulently transferred
corporate assets to Majestic's and ODI's shareholders.

To resolve their disputes, Krone and the Defendants agreed
to settle the Lawsuits on these terms:

(A) Amount of Payment

    Larry Large will pay Krone $2,225,000 in settlement of all
    claims made in the Lawsuits.  Larry Large has wired
    $1,800,000 of the settlement amount.  Larry Large will also
    either wire the additional $425,000 on November 17, 2003, or
    provide an irrevocable Letter of Credit from Wells Fargo in
    Krone's favor.  If Larry Large does not pay the $425,000 by
    December 31, 2003, Krone may present the LOC for payment.

(B) Dismissal of Lawsuits

    Krone will file a dismissal with prejudice of the Lawsuits,
    except as to the claims asserted against ODC.

    ODC filed for Chapter 11 protection on November 16, 2001,
    and with all actions against it having been stayed, it was
    not able to participate in the negotiations for the
    settlement agreement.

(C) Assignment

    Krone will assign to Larry Large any claims that it may have
    against Orlando Carter, ODC, Carter Acquisition II, L.L.C.,
    and Carter Holdings, L.L.C. that were asserted or could have
    been asserted in the Lawsuits, or that arise out of or relate
    in any way to the claims made in the Lawsuits.  If Larry
    Large, Majestic or ODI files or commences a claim based on
    the assigned claims against Orlando Carter or any of his
    entities, and in response to those claims, a cross claim
    against any of the Krone-released parties is filed, Larry
    Large will indemnify and hold Krone harmless against any
    claims  made by Orlando Carter, ODC, Carter Acquisition, and
    Carter Holdings against Krone that were asserted or could
    have been asserted in the Lawsuits, or that arise out of or
    relate in any way to the claims made in the Lawsuits.

(D) Release

    The Settlement Agreement provides that each Defendant
    releases and discharges Krone from all claims, demands,
    suits, liabilities, debt and obligations of any kind or
    nature that were asserted or could have been asserted in the
    Lawsuits.  Krone also releases and discharges each Defendant.

Accordingly, the Debtors sought and obtained Court approval for
the Majestic Settlement Agreement resolving various claims and
settling pending litigation between Krone Digital Communications,
Inc., and the Defendants pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure. (GenTek Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GLIMCHER REALTY: Schedules Q4 2003 Conference Call on Feb. 19
-------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT) announces the following Webcast:

    What:     Glimcher Realty Trust Fourth Quarter 2003 Earnings
              Conference Call

    When:     Thursday, Feb. 19, 2004 at 11:00 a.m. ET

    Where:    http://www.glimcher.com/or

http://www.firstcallevents.com/service/ajwz396268128gf12.html

    How:      Live over the Internet -- Simply log on to the web
              at the address above.

    Contact:  Carolee J. Oertel, Executive Projects Manager
              614-621-9000, x119, or coertel@glimcher.com


If you are unable to participate during the live webcast, the call
will be archived on the Web site http://www.glimcher.com/

Glimcher Realty Trust, a real estate investment trust, is a
recognized leader in the ownership, management, acquisition and
development of enclosed regional and super-regional malls and
community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT". Glimcher Realty Trust is a
component of both Russell 2000r Index, representing small cap
stocks, and the Russell 3000r Index, representing the broader
market.

                      *    *    *

As reported in the January 27, 2004 edition of The Troubled
Company Reporter, Standard & Poor's Ratings Services assigned its
'B' rating to Glimcher Realty Trust's $150 million 8.125% series G
preferred stock issuance. At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating on Glimcher and its 'B'
preferred stock rating. The affirmation impacts $188 million of
preferred stock outstanding. The outlook is stable.

"The assigned rating acknowledges Glimcher 's below-average
business position and its relatively aggressive financial
profile," said credit analyst Elizabeth Campbell. "The ratings are
supported by a relatively well-occupied and profitable (but
comparatively smaller) portfolio, which generates stable,
predictable cash flow from a diverse and moderately creditworthy
tenant base. Glimcher management has been successful in buying out
its joint venture partners' interests in seven mall properties,
which helps leverage the company's existing operating platform and
reduce complexity. The company now wholly-owns all of its 25 mall
properties. However, these strengths are offset by generally
higher leverage and historically high bank line usage, a mostly
encumbered portfolio and weak coverage of total obligations
(including the common dividend), and vacancy issues in its non-
core community center portfolio."


GLOBAL CROSSING: Court Disallows $4.2 Million Paid Tax Claims
-------------------------------------------------------------
On the Petition Date, the Court:

   (a) authorized the Global Crossing Debtors to pay Prepetition
       Sales and Use Taxes and Regulatory Fees; and

   (b) directed Financial Institutions to honor and process
       checks and transfers related to Prepetition Sales and Use
       Taxes and Regulatory Fees.

Michael F. Walsh, Esq., at Weil, Gotshal & Manges LLP, in New
York, states that the Debtors have reviewed each of the proofs of
claim filed in their cases and have concluded that the
obligations represented by 117 tax claims, totaling $7,952,230,
have been paid in full after the Petition Date, pursuant to the
Sales and Use Tax Order and various settlements entered into by
the Debtors.

At the Debtors' request, the Court disallows and expunges 113 of
the Paid Tax Claims in their entirety.  The 113 disallowed and
expunged Tax Claims, aggregating $4,261,284, include:

   Claimant                          Claim No.       Amount
   --------                          ---------       ------
   Fairfax County, Virginia             9877       $118,044
   Fulton County Tax Commissioner       1153        952,732
   Indiana Department of Revenue       10966        297,735
   King County Treasury Operations     10846        165,320
   New York State Department of
      Taxation & Finance                 688        318,713
                                          23        107,356
                                         852        212,068
   State of Ohio, Dept of Taxation      1397        267,634
                                        1398        221,352
   Pennsylvania Dept of Revenue          975        175,509
   Commonwealth of Pennsylvania
      Department of Revenue             9857        175,509
   City of Phoenix                      8291        104,035

The Pennsylvania Department of Revenue withdrew its claim, Claim
No. 8345, for $3,684,215.

The hearing on the Debtors' objection to these claims is
continued:

   Claimant                          Claim No.       Amount
   --------                          ---------       ------
   State of Iowa                         378         $5,372
   City of Pasadena                     6153          1,358
   City of Portland                    10079              0
(Global Crossing Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GOODYEAR: Fitch Hatchets Debt Ratings over Accounting Concerns
--------------------------------------------------------------
Fitch Ratings downgraded the Goodyear Tire & Rubber Company's
senior unsecured rating to 'CCC+' from 'B' and the senior secured
bank facilities to 'B' from 'B+' The Rating Outlook remains
Negative. Approximately $5 billion of debt(as of Sept. 30, 2003)
is affected.

The rating action is based on lack of resolution in the
investigation and review of the company's accounting practices and
certain reported financial statements. An informal inquiry by the
Securities and Exchange Commission prompted by two previous
company announcements (December and October 2003) of accounting
problems has now escalated into a formal SEC investigation. These
latest issues have further delayed the filing of timely financial
statements and could hinder Goodyear's access to credit facilities
and external capital markets. Access to significant external
capital is required in order to meet heavy debt maturities,
pension funding requirements, and other cash needs over the next
few years. The delays and questions surrounding the company's
financial statements have precluded the ability to track the
progress of the company's critical cost restructuring program.
Furthermore, Goodyear appears not to have met the terms of its
latest union contract which required the company to raise external
financing prior to yearend 2003.

The downgrade also reflects the deterioration in the relative
position of the unsecured creditors versus senior creditors due to
the layering on of additional secured bank facility and the likely
granting of additional security in pending and future
transactions.

Even as Goodyear is currently in negotiations with its banks to
amend and expand its existing $1.3 billion senior secured asset-
backed credit facilities (due March 2006) by $650 million of
additional term loans, a material charge in its equity account
resulting from the accounting problems could breach existing loan
covenants. Goodyear had to meet a minimum consolidated net worth
requirement of $2.8 billion for quarters ending in 2003. At Sept.
30, 2003, Goodyear's consolidated net worth amounted to $3.1
billion. A consolidated net loss in the fourth quarter plus a
charge to equity accounts to reconcile accounts could potentially
breach the minimum net worth threshold.

The $650 million addition to the existing $1.3 billion senior
secured asset-backed credit facilities currently in the works and
the recently announced $650 million private financing are intended
for refinancing of some earlier maturing debt as well other
purposes. While these transactions may relieve some pressure on
the very heavy amount of debt coming due in the next fifteen
months, Goodyear still faces the challenge of refinancing the $750
million senior secured U.S. revolver, $645 million senior secured
U.S. term, and the $650 million senior secured European facilities
which all mature in April 2005. In June 2005, approximately $467
million will come due with the maturity of a Euro note issue.

Liquidity at Sept. 30, 2003 was provided by $1 billion of cash and
equivalents and $254 million of availability under committed bank
lines. While the nominal cash balance shown on the period end
consolidated balance sheet are significant, nearly half of the
amount was held in foreign operations which may impact the amount
available for repatriation due to local operating needs, local
laws, tax implications, and applicable credit facility agreements.

In the near term, Goodyear will need substantial liquidity in its
North American tire operations. Goodyear will have to make
contributions of around $250-270 million for ERISA pension funding
requirements. Another large cash consumption item will be working
capital outlays in the first half of the year. Typically, Goodyear
sees a significant rush of accounts receivable paydown before
year-end closing which then builds up again through the first two
calendar quarters. The working capital swing can be in the
hundreds of millions. Also, the Entran II legal situation will
require a cash contribution of $40 million in 2004 if the current
settlement proposals hold. Cash usage associated with
restructuring and/or rationalization charges should amount to more
than $50 million.

Operationally, concerns remain whether problems with North
American Tire operations have yet been resolved. Market share for
the flagship Goodyear brand continues to slip in the critical U.S.
light vehicle replacement market, dropping a half a percentage
point for both passenger cars and light trucks in 2003. Overall
for Goodyear, share losses amounted to about 0.3% in 2003.
Competitive pressures from Bridgestone and Michelin, both of whom
gained market share during 2003 in the U.S. replacement market,
are not expected to relent.

In addition, cost pressures continue to mount in the area of raw
materials. On-going healthcare cost and pension expense increases
will also burden the cost structure. While the Huntsville plant
closure and other productivity measures which resulted from the
USWA union talks will help in improving asset utilization in North
American tire operations, the overall picture is unclear if the
productivity gains will be enough to allow North American tire
operation to be profitable in the near future.


GOODYEAR: S&P Lowers Rating on Series 2001-34 Class A-1 Notes to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-1 certificates issued by the Corporate Backed Trust
Certificates, Goodyear Tire & Rubber Co. Note-Backed Series 2001-
34 Trust to 'B' from 'B+'. The rating remains on CreditWatch with
negative implications.

The lowered rating follows the Feb. 11, 2004 lowering of the
senior unsecured debt rating on Goodyear Tire & Rubber Co.

CBTC 2001-34 is a swap-independent synthetic transaction that is
weak-linked to the underlying securities, Goodyear Tire & Rubber
Co.'s 7% notes due March 15 2028. The lowered rating reflects the
current credit quality of the underlying securities.

                    RATING LOWERED

Corporate Backed Trust Certificates, Goodyear Tire & Rubber Co.
Note-Backed Series 2001-34 Trust
$46 million corporate backed trust certs series 2001-34

                     Rating
        Class   To             From
        A-1     B/Watch Neg    B+/Watch Neg


GSI GROUP: S&P Withdraws B- Credit Rating at Company's Request
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B-' corporate credit rating, on GSI Group Inc. at the
company's request. Assumption, Illinois-based GSI Group is a
manufacturer and supplier of agricultural equipment.

GSI is a manufacturer in niche agricultural equipment markets.
Products include grain-handling and storage equipment, and swine-
and poultry-raising equipment.


GUESS? INC: Will Webcast Q4 Conference Call on February 19
----------------------------------------------------------
Guess?, Inc. (NYSE: GES) will hold a webcast of its conference
call on Thursday, February 19, 2004 at 4:30 pm (ET) to discuss the
Company's financial results for the fourth quarter of 2003.

A live webcast will be accessible at http://www.guess.com, via
the "Investor's Info" link from the "Guess, Inc." section of the
website.  A replay of the conference will be archived on the
website.

Guess?, Inc. (S&P, BB- Corporate Credit Rating, Negative) designs,
markets, distributes and licenses one of the world's leading
lifestyle collections of contemporary apparel, accessories and
related consumer products.


HANOVER DIRECT: Director Martin L. Edelman Resigns From Board
-------------------------------------------------------------
Hanover Direct, Inc. (Amex: HNV) announced the resignation of
Martin L. Edelman from the Company's Board of Directors, effective
February 15, 2004.

"The Company and the Board express their deep appreciation and
gratitude for Marty Edelman's service to the Company and its
shareholders through the recent recapitalization," stated Tom
Shull, Chairman, President and CEO of Hanover Direct, Inc.

Hanover Direct, Inc. (Amex: HNV) and its business units provide
quality, branded merchandise through a portfolio of catalogs and
e-commerce platforms to consumers, as well as a comprehensive
range of Internet, e-commerce, and fulfillment services to
businesses.  The Company's catalog and Internet portfolio of home
fashions, apparel and gift brands include Domestications, The
Company Store, Company Kids, Silhouettes, International Male,
Scandia Down, and Gump's By Mail.  The Company owns Gump's, a
retail store based in San Francisco.  Each brand can be accessed
on the Internet individually by name.  Keystone Internet Services,
LLC -- http://www.keystoneinternet.com-- the Company's third
party fulfillment operation, also provides the logistical, IT
and fulfillment needs of the Company's catalogs and web sites.
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com

At September 27, 2003, Hanover Direct's balance sheet shows a
total shareholders' equity deficit of about $79 million.


HANOVER: Eliminates Executive Position for Strategic Realignment
----------------------------------------------------------------
Hanover Direct, Inc. announced that the Company eliminated the
position of Executive Vice President, Finance & Administration,
held by Brian C. Harriss on Friday, February 13, 2004. In
conjunction with this downsizing, Charles Blue, Senior Vice
President & Chief Financial Officer, will assume the additional
role of Company Secretary.

"I want to thank Brian," said Tom Shull, Hanover Direct's
Chairman, President and Chief Executive Officer, "for his many
contributions to the Company's strategic business realignment
program over the past three years in a variety of executive roles
and wish him well in his future endeavors."

Hanover Direct, Inc. (Amex: HNV) and its business units provide
quality, branded merchandise through a portfolio of catalogs and
e-commerce platforms to consumers, as well as a comprehensive
range of Internet, e-commerce, and fulfillment services to
businesses.  The Company's catalog and Internet portfolio of home
fashions, apparel and gift brands include Domestications, The
Company Store, Company Kids, Silhouettes, International Male,
Scandia Down, and Gump's By Mail.  The Company owns Gump's, a
retail store based in San Francisco.  Each brand can be accessed
on the Internet individually by name.  Keystone Internet Services,
LLC -- http://www.keystoneinternet.com-- the Company's third
party fulfillment operation, also provides the logistical, IT
and fulfillment needs of the Company's catalogs and web sites.
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com

At September 27, 2003, Hanover Direct's balance sheet shows a
total shareholders' equity deficit of about $79 million.


HAWK CORP: Hosting Q4 2003 Conference Call on the Web Today
-----------------------------------------------------------
In conjunction with Hawk Corporation's (NYSE: HWK) fourth quarter
and full year 2003 earnings release, you are invited to listen to
its conference call that will be broadcast live over the Internet
on Tuesday, February 17, 2004 at 10:00 a.m. Eastern with the
management of Hawk Corporation.

    What:    Hawk Corporation Fourth Quarter and Full Year 2003
             Earnings Release

    When:    Tuesday, February 17, 2004 @ 10:00 a.m. Eastern

    Where:
    http://www.firstcallevents.com/service/ajwz399874241gf12.html

    How:     Live over the Internet - Simply log on to the web at
             the address above

    Contact: Thomas A. Gilbride, Vice President - Finance,
             216.861.3559.

If you are unable to participate during the live webcast, the call
will be archived later in the afternoon on the Company's site
http://www.Hawkcorp.com.  To access the call, click on News &
Reports-News-Conference Calls & Presentations.

Hawk Corporation -- whose Corporate Credit Rating has been
upgraded by Standard & Poor's to 'single-B' -- is a leading
worldwide supplier of highly engineered products. Its friction
products group is a leading supplier of friction materials for
brakes, clutches and transmissions used in airplanes, trucks,
construction equipment, farm equipment and recreational vehicles.
Through its precision components group, the Company is a leading
supplier of powder metal and metal injected molded components for
industrial applications, including pump, motor and transmission
elements, gears, pistons and anti-lock sensor rings.  The
Company's performance automotive group manufactures clutches and
gearboxes for motorsport applications and performance automotive
markets. The Company's motor group designs and manufactures die-
cast aluminum rotors for fractional and subfractional electric
motors used in appliances, business equipment and HVAC systems.
Headquartered in Cleveland, Ohio, Hawk has approximately 1,700
employees and 16 manufacturing sites in five countries.

Hawk Corporation is online at http://www.hawkcorp.com/


INSCI CORP: Stockholders' Deficit Tops $1,165,000 as of Dec 2003
----------------------------------------------------------------
INSCI Corp. (OTC Bulletin Board: INCC), a leading provider of
enterprise content management (ECM) solutions, announced financial
results for its fiscal 2004 third quarter and nine months ended
December 31, 2003. Results for the fiscal 2004 third quarter
reflected the impact of the strategic acquisition of the assets of
WebWare, a Sausalito, CA-based provider of award-winning digital
asset management (DAM) solutions.

"WebWare has provided INSCI with a platform for expansion in the
enterprise content management (ECM) market," said President and
CEO Henry F. Nelson. "With this acquisition, INSCI has gained a
broader suite of technology, premier customers and new market
opportunities, a move we believe will prove to be an important
investment in our future growth."

Total revenues for the third quarter of fiscal 2004 were $2.2
million, compared to total revenues of $2.5 million for the third
quarter of fiscal 2003. Product revenues for the third quarter of
fiscal 2004 were $603,000 compared to $1.2 million for the prior
year period, and service revenues were at $1.6 million, up from
$1.3 million in the year earlier period. Operating loss for the
third quarter of fiscal 2004 was $1.1 million, compared to
operating income in the prior fiscal year quarter of $601,000. The
net loss for the third quarter of fiscal 2004 was $1.3 million, or
a loss per share of $0.23, compared to net income of $446,000, or
$0.09 per basic share and $0.05 per diluted share in the third
quarter of last fiscal year.

Also, INSCI Corp.'s December 31, 2003 balance sheet shows a
working capital deficit of $2,285,000 and a total stockholders'
deficit of $1,165,000.

"While we are disappointed with our financial performance for the
fiscal year 2004 third quarter, we have undertaken a number of
initiatives toward future growth. In addition to revitalizing our
core business, our strategy includes capitalizing on our quality
base of customers and leveraging the many new market and product
opportunities brought to us by the acquisition," said Nelson.
"Within the third quarter of fiscal 2004, we also made substantial
progress in integrating WebWare, which should allow us to generate
a number of cost efficiencies within the Company."

For the first nine months of fiscal 2004, revenues were $6.1
million, compared to total revenues of $7.1 million for the same
period last fiscal year. Product revenues for the fiscal 2004 nine
months were $2.2 million, compared to $3.0 million for the first
nine months of 2003, and service revenues were $3.9 million,
compared to $4.1 for the first nine months of fiscal 2003.
Operating loss for the first nine months of fiscal 2004 was $1.9
million, compared to operating income in the prior fiscal year
period of $1.4 million. The net loss for this fiscal year's first
nine months was $2.2 million, or a loss per share of $0.43,
compared to net income of $1.2 million, or $0.22 per basic share
and $0.13 per diluted share in the same period last fiscal year.

Results for the first nine months of 2004 included non-recurring
restructuring expenses of $380,000, incurred as part of a plan to
realign operations of the Company's acquisition of the assets of
WebWare in September 2003. Results for the first nine months of
2003 included the effects of a $192,000 extraordinary gain from
the extinguishment of debt recorded in the second quarter of that
fiscal year.

The number of basic and diluted shares outstanding and the per
share amounts for all periods have been adjusted to reflect the
effect of the 1 for 10 reverse split of the Company's outstanding
shares of common stock that was effective on January 2 of this
year.

Given the market acceptance of the hosted model for the
ActiveMedia product, INSCI intends to leverage this hosting
infrastructure with a similar solution offering for its ESP+
product suite. Through this subscription-based model, INSCI
expects to gain an expanded and predictable platform for recurring
revenues.

During the third quarter, the Company announced major new
initiatives to support its growing presence in Europe, including
the naming of Bob Harte, a long-term INSCI sales contributor and
industry veteran, to the newly created position of Vice President,
International Sales, additional VAR support and expanded product
lines.

INSCI also announced during the quarter that its WebWare Product
Group received the 2003 Frost & Sullivan Customer Value
Enhancement Award; the signing of a strategic partnership with
Biscom, Inc., a major supplier of network FAX systems; and the
release of ActiveMediaTM 5.0, the newest addition of the Company's
DAM solution.

Subsequent to the quarter end, INSCI completed a private placement
of Series C Preferred Stock raising $500,000 in gross proceeds;
ActiveMedia 5.0 was honored with the 2004 Frost & Sullivan Product
of the Year award for Digital Asset Management; and TranTech, a
leading systems integration and IT services provider to the
federal government, selected ActiveMedia as its key software
application platform for rich media solutions.

INSCI Corp. (OTC Bulletin Board: INCC) is a leading provider of
solutions for the enterprise content management (ECM) market.
INSCI's technology provides a strong foundation for managing the
full spectrum of enterprise content, from documents to e-mail, and
graphics to video. INSCI's fixed content and digital asset
management (DAM) systems are empowering world- leading companies
to enhance their bottom line, meet regulatory compliance
requirements, improve customer service, global marketing, media
syndication, and cross-media publishing. For more information
about INSCI, visit www.insci.com


ITC DELTACOM: 2004 Annual Shareholders' Meeting Slated for Apr. 27
------------------------------------------------------------------
On January 27, 2004, the Board of Directors of ITC DeltaCom, Inc.
approved April 27, 2004, as the date of the 2004 annual meeting of
the Company's stockholders. The Company must receive any
stockholder proposals intended for inclusion in the Company's
proxy statement and form of proxy relating to the 2004 annual
meeting of stockholders by 5:00 p.m. (EST) on March 1, 2004.

ITC Delatacom, Inc., an exempt telecommunications company and a
holding company, filed for chapter 11 protection on June 25, 2002.
Rebecca L. Booth, Esq., Mark D. Collins, Esq. at Richards, Layton
& Finger, P.A. and Martin N. Flics, Esq., Roland Young, Esq. at
Latham & Watkins represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $444,891,574 in total assets and $532,381,977
in total debts.


JO-ANN STORES: S&P Assigns B- Rating to $100MM Senior Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to Jo-
Ann Stores Inc.'s proposed $100 million senior subordinated note
offering due 2012. The notes will be issued under Rule 144A with
registration rights. The proceeds will be used to repurchase $64
million of 10.375% senior subordinated notes due 2007, as well as
for general corporate purposes.

At the same time, Standard & Poor's revised its ratings outlook on
Jo-Ann to positive from stable due to the company's stabilized
operating performance and declining leverage. Outstanding ratings
on the company, including the 'B+' corporate credit rating, were
affirmed.

"The ratings on Jo-Ann Stores reflect the risks associated with
the company's participation in the competitive and fragmented
craft and hobby industry, its store conversion strategy, and its
growth strategy," said Standard & Poor's credit analyst Robert
Lichtenstein. "These risks are somewhat mitigated by the company's
established national brand, leading market position in fabrics,
and solid credit measures for the rating."

The company maintains a leading market position in the fabric
segment of the hobby industry, but trails Michaels Stores Inc. in
the crafts segment. Management's strategy is to reposition the
company into a fabric and craft retailer from a predominantly
fabric retailer through the expansion of its Jo-Ann etc superstore
format, because of better growth prospects for the crafts
industry. However, it faces the challenges of competing with
crafts industry leader Michaels and managing a higher degree of
seasonal inventory.

Operating performance has stabilized because of better inventory
management, benefits from the company's turn-around plan, and a
trend toward home-based activities. Same-store sales increased
3.6% in 2003, following a 8.4% rise in all of 2002; however,
operating margins for the 12 months ended Nov. 1, 2003, declined
to 14.5%, from 15.2% the year before. The decrease is attributable
to more clearance sales in the first half of the year and higher
advertising, distribution, and pre-opening costs.


KMART HOLDING: Files Suit Against Martha Stewart Over Contract
--------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) confirmed that it filed
an action against Martha Stewart Living Omnimedia ("MSO") with the
United States Bankruptcy Court for the Northern District of
Illinois, Eastern Division on February 11, 2004. Kmart is seeking
declaratory and other relief under the June 2001 contract, as
assumed, between Kmart and MSO IP Holdings, Inc. ("MSO IP"), a
wholly owned subsidiary of MSO.

According to Martha Stewart's news release, this contract provides
for two types of guaranteed royalty payment:  the first based upon
aggregate sales of all licensed products; and the second based
upon sales by individual product categories.  Kmart now seeks to
interpret the agreement in a manner that would require them to
make minimum royalty payments for the remaining life of the
contract based solely upon aggregate sales of licensed products.
As a result, Kmart specifically seeks to reduce the total
guarantees due to MSO IP for the 12 months ended January 31, 2004,
from approximately $52.0 million to $47.5 million, or
approximately $4.5 million.  In addition, Kmart seeks to reduce by
approximately $1 to $2 million annually the amount it is obligated
under the contract to spend with MSO on advertising in MSO media
properties. MSO believes that Kmart's interpretation is
inconsistent with the terms of its long-standing contract, and
therefore intends to defend this action and enforce the terms of
the contract.

Kmart believes that MSO's news release does not accurately reflect
Kmart's position as set forth in the complaint. In particular,
Kmart is not, at this time, seeking to reduce the total guarantees
or the required advertising levels, but rather it is MSO which is
seeking to force Kmart to make payments in excess of the
contractual requirement, which payments would represent an
impermissible double-counting. MSO's interpretation is
inconsistent with the basis on which the contract was assumed in
bankruptcy. Further, Kmart is seeking to clarify the amount that
Kmart is required to spend on MSO media properties consistent with
the plain language of the document and the referenced actual spend
in 2001.

Kmart has repeatedly but unsuccessfully attempted to resolve this
issue through negotiation since last fall. Kmart was left with no
choice, in light of its need to plan its business and the fact
that the next royalty payment under the contract is due on
February 28, but to commence the action. Kmart continues to value
its relationship with MSO and sincerely hopes for a prompt
conclusion to this matter.

Kmart Holding Corporation (Nasdaq: KMRT) and its subsidiaries is a
mass merchandising company that offers customers quality products
through a portfolio of exclusive brands that include THALIA SODI,
DISNEY, JACLYN SMITH, JOE BOXER, KATHY IRELAND, MARTHA STEWART
EVERYDAY, ROUTE 66 and SESAME STREET. Kmart operates more than
1,500 stores in 49 states and is one of the 10 largest employers
in the country with approximately 158,000 associates. For more
information visit the Company's website at http://www.kmart.com/

Martha Stewart Living Omnimedia, Inc. (MSO) is a leading provider
of original how-to information that turns dreamers into doers,
inspiring and engaging consumers with unique content and high-
quality products for the home. MSO's creative experts develop
content within eight core areas -- Home, Cooking and Entertaining,
Gardening, Crafts, Holiday, Keeping, Weddings, and Baby and Kids -
- that provide consumers with ideas and products to celebrate
their homes and the domestic arts. MSO is organized into four
business segments -- Publishing, Television, Merchandising and
Internet/Direct Commerce.


LEGEND INT'L: Brings-In Clyde Bailey as New Independent Auditor
---------------------------------------------------------------
On January 26, 2004, Legend International Holdings, Inc. was
informed by its certifying accountant, Stan J.H. Lee, C.P.A., that
the certifying accountant had not registered with the Public
Company Accounting Oversight Board (PCAOB) and was discontinuing
its SEC practice. Effective February 3, 2004, the Company
dismissed Stan Lee as its independent certified public accountants
as a result of Stan Lee's decision not to register with the PCAOB
as required.

For each of the past two years the certifying accountant's report
on Legend's financial statements was modified as to an
uncertainty. The uncertainty in each of the two years was a
substantial doubt about the Company's ability to continue as a
going concern.

Legend's Board of Directors has approved the change in certifying
accountants.

On February 3, 2004, Clyde Bailey P.C., Certified Public
Accountants, of San Antonio, Texas was appointed as Legend's new
certifying accountant.


LTV: Gets Permission to Settle Allocation Appeals and Disputes
--------------------------------------------------------------
The Official Committee of Administrative Claimants and LTV Steel
Company, Inc., sought and obtained Judge Bodoh's permission to
enter into a multiparty settlement agreement that resolves:

       (i) appeals related to the wind down of the LTV
           Steel bankruptcy case;

      (ii) all of the appeals of the Order allocating the
           proceeds of the sale of LTV Steel to ISG related
           to LTV Steel's former Indiana Harbor facilities;
           and

     (iii) prospective litigation over the Lake County,
           Indiana Administrative Tax Claim.

                 The Prospective Lake County Dispute

Lake County asserts $23,750,000 in administrative claims against
the Debtors' estates.  The Debtors dispute the validity and amount
of the claims.  The Settlement Agreement reduces, fixes and allows
Lake County's administrative tax claim, without the need for the
commencement of litigation, and permits settlement of the appeals.

                         The Settlement

Pursuant to the Settlement Agreement, Lake County, Appellants
JWP/Hyre, Hunter, Calumet, Didier, Hasse, and Foster, the ACC and
LTV Steel agree that:

       (1) The Settling Appellants will dismiss, with prejudice
           their appeals.

       (2) In exchange for the Settling Appellants' dismissals,
           Lake County's administrative claim for taxes will be
           fixed and allowed for $8,100,000 against the LTV
           Steel estate.  Lake County's allowed administrative
           claim will be paid or otherwise satisfied in
           accordance with the treatment accorded to other
           allowed administrative claims in the LTV Steel case.
           Lake County will have no other administrative or
           priority claim of any kind in any of the Debtors'
           bankruptcy cases.

       (3) Lake County will receive $250,000 cash on account of
           its first-priority lien on real property at Debtors'
           former Indiana Harbor facility.  The $250,000
           represents the settlement amount of Lake County's
           lien on the Indiana Harbor real property.  The
           $250,000 allocation will reduce the amount allocable
           to the Hennepin Works under the Allocation Order.
           The allocation will not otherwise modify in any manner
           the allocation set forth in the Allocation Order for
           any of the other property sold in the ISG Sale.

       (4) The Settling Appellants will enter into a separate
           agreement -- to which neither the Debtors nor the ACC
           are parties -- that:

              (i) allocates the initial $250,000 payment on
                  account of Lake County's first priority lien
                  on the Debtors' former Indiana Harbor
                  facility's real property among themselves,
                  as the Settling Appellants see fit;

             (ii) provides that Lake County will receive and
                  retain the first $2,500,000 in cash that is
                  to be distributed on account of its allowed
                  administrative claim [Lake County's portion
                  of the $250,000 initial payment will be
                  included in the $2,500,000 for purposes of
                  determining the overall amounts to be retained
                  by Lake County]; and

            (iii) Lake County's retained portion of the
                  distributions on account of its allowed
                  administrative claim and the Allocation Payment
                  will be capped at $2,500,000, and it will
                  retain no further portion of the distributions
                  on account of its allowed administrative claim
                  and the Allocation Payment.  The remaining
                  amounts to be distributed on account of Lake
                  County's allowed administrative claim and the
                  Allocation Payment will be redistributed by
                  Lake County to the other Settling Appellants
                  pursuant to the terms of their independent
                  Inter-Appellant Agreement.

       (5) All amounts to be distributed to the Settling
           Appellants pursuant to the Settlement Agreement and
           Inter-Appellant Agreement will be in addition to the
           amounts to be distributed on account of the Settling
           Appellants' allowed administrative claims in
           LTV Steel's Chapter 11 case pursuant to any separate
           plan or motion to distribute estate assets that is
           approved by the Court.  However, the total amount
           to be distributed to the Settling Appellants on
           account of Lake County's allowed administrative claim
           and the $250,000 Allocation Payment on account of
           Lake County's first-priority lien will not exceed
           a combined total of $4,300,000.  Any amounts that
           would otherwise be distributable to the Settling
           Appellants on account of Lake County's allowed
           administrative claim and its first priority lien
           claim -- that is, the Allocation Payment -- pursuant
           to the Term Sheet and which would exceed the
           $4,300,000 maximum distribution amount on such claims
           will not be distributed to the Settling Appellants by
           the LTV Steel Estate.  Those excess amounts will,
           instead, remain in the LTV Steel Estate and will
           be distributed to administrative claimants other than
           the Settling Appellants.

       (6) The Settling Appellants will release all claims
           against all of the Debtors, other than:

              (a) the previously allowed administrative claims
                  and the payments to be made with respect to
                  the administrative claims;

              (b) the Lake County administrative claim; and

              (c) the Allocation Payment to be made pursuant to
                  the Settlement.

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


LTX CORP: S&P Revises Outlook to Stable Following Equity Pricing
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and its 'CCC+' subordinated debt rating on LTX Corp.
At the same time, Standard & Poor's revised the company's outlook
to stable from negative following LTX' announcement it has priced
a public offering of 7 million common shares that will generate
about $115 million in proceeds. Cash balances, pro forma for the
equity issuance, are expected to increase to about $245 million as
of January 2004.

"Furthermore, in the January 2004 quarter, sales increased
materially over the previous year's period and LTX produced
positive cash flow for the first time since 2000. Recovery in the
company's markets is expected to continue over the near to
intermediate term," said Standard & Poor's credit analyst Emile
Courtney.

The ratings on Westwood, Massachusetts-based LTX Corp. reflect
very volatile sales levels, high debt levels, substantial customer
concentration and a narrow product line. These are only partially
offset by the company's adequate cash balances and good
technology. LTX supplies semiconductor automated test equipment to
semiconductor manufacturers. The company's Fusion tester, its key
product platform, incorporates leading-edge capabilities, testing
multiple signal types for system-on-a-chip designs. Historically,
the ATE market represents only a fraction of overall semiconductor
spending and remains a highly volatile segment of the
semiconductor capital equipment market. LTX's top five customers
represented 85% of its sales in the October 2003 quarter.


MEDISOLUTION LTD: December Working Capital Deficit Tops $12 Mill.
----------------------------------------------------------------
MediSolution Ltd. (TSX: MSH), a leading Canadian healthcare
information technology company, announced its third quarter
results for the three-month period ended December 31, 2003.

Performance Highlights

During the third quarter of 2003, MediSolution improved its
performance across its key financial measures, including Revenue,
EBITDA(i) and Net Income. In particular, MediSolution achieved
its first quarterly profit since 2001.

Outlined below are the third quarter highlights for 2003.

Revenue

Revenue for the quarter ended December 31, 2003 increased 20%
over the same period last year to $14.4 million.

On a segmented basis, revenues from:

  - Healthcare Information Systems increased by $3.6 million to
    $8.5 million principally from the completed implementations
    under the contract for the company's blood transfusion and
    traceability software, Trace Line. Revenues were also stronger
    due to implementations of radiology software systems

  - Healthcare Resource Management decreased by $0.9 million to
    $5.9 million due to fewer implementations of financial
    applications systems compared to the prior year.

"We are pleased about the return to profitability of the
Company," said Allan D. Lin, President and Chief Executive
Officer, MediSolution. "MediSolution is performing well and our
customers are responding to the value that our solutions deliver.
The strong revenue growth during this quarter keeps us on track
to achieve our target of 10% revenue growth for the year."

EBITDA

The Company achieved EBITDA of $1.8 million during the quarter
compared to EBITDA of $0.5 million reported in the prior year.
This improvement is due to the increase in revenue and
improvement in margins on operations. Gross margins increased to
42% in the current quarter compared to 38% last year, as the
Company operates with a leaner operations team with lower direct
labour costs. However, these improved margins were somewhat
offset by higher selling and marketing expenses that reflect an
expanded U.S. sales team and additional marketing resources to
develop new sales opportunities.

Net Income

Through revenue improvements and cost reductions, MediSolution
achieved a profit of $0.4 million in the third quarter ended
December 31, 2003 compared to a loss of $1.2 million reported in
the prior year.

Third Quarter Initiatives and Highlights

During the quarter, MediSolution undertook a number of
initiatives to create value for shareholders, strengthen its
balance sheet and position the Company for further growth.

New Contracts

MediSolution signed a total of $4.2 million in new business,
including contracts with the following customers:

  - University of Louisiana (USA) for MediLab(R), an automated
    laboratory information system;
  - Centre hospitalier regional de Trois-Rivieres, Trois-Rivieres
    (Quebec) for MediFinance(R), a financial and materials
    management information system;
  - Hopital Ste-Croix, Drummondville (Quebec) for MediFinance(R);
  - Quebec Region (Quebec) for MediLab(R) ;
  - Regie regionale Mauricie (Quebec) for MediResult(R),
    integrated clinical information management software package.

The revenue on these contracts is expected to be recognized over
the next twelve to eighteen months.

Strengthened Financial Position

On October 10, 2003 the company issued 54,309,344 common shares
to Brascan Financial Corporation pursuant to the early conversion
of Brascan's $14.5 million long term debt. Consequently,
MediSolution is in a stronger financial position with increased
permanent equity and total debt of only $4.5 million at
December 31, 2003.

Year to Date Results

Year to date, MediSolution increased its revenue by 10% to $36.2
million from $32.8 million in the prior year. EBITDA increased
over 200% to $2.7 million this year from $0.8 million in the nine
months ending December 31, 2002. In addition, MediSolution
reduced its net loss from $5.0 million last year to $1.8 million
in the nine months ending December 31, 2003.

Outlook

We continue to believe that we are on target to achieve our
financial goals and business objectives for the year.

MediSolution Ltd.'s December 31, 2003, balance sheet reports a
working capital deficit of about $12 million.

MediSolution is a leading healthcare information technology
company, providing software, solutions and services to healthcare
customers across North America.  More than 500 hospitals, home
care facilities and other healthcare providers rely on
MediSolution's systems to maximize their operational
efficiencies, lower their costs, and improve the delivery of
healthcare services.  MediSolution has two operating segments.
The Healthcare Resource Management segment is comprised of
administrative solutions such as human resource, staff
scheduling, payroll processing and financial software. The
Healthcare Information Systems segment is comprised of clinical
solutions such as patient tracking, electronic patient health
records, radiology, pharmacy and laboratory software for
hospitals.

MediSolution is publicly traded (TSX: MSH), and has a staff of
approximately 335 who operate from the Company's Montreal, Quebec
headquarters and offices throughout Canada and the United States.
For more information, visit http://www.medisolution.com/.


MERITAGE: S&P Raises Corporate & Sr. Unsecured Note Ratings to BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Meritage Corp., as well as the ratings on $288 million
of senior unsecured notes, to 'BB-' from 'B+'. The outlook has
been revised to stable.

"The upgrades acknowledge the successful integration of a series
of relatively modest acquisitions that have materially broadened
this mid-sized homebuilder's operating platform. Meritage has
grown homebuilding revenues nearly threefold since fiscal year
2000, while maintaining solid inventory turns, profit margins, and
return measures. Importantly, Meritage has profitably executed its
growth strategy while preserving a conservative financial profile
as evidenced by moderate debt levels and strong coverage
measures," said Standard & Poor's credit analyst Jim Fielding.

The company's solid profit margins and higher inventory turns
should ensure solid cash flow over the longer-term. Additionally,
the company's willingness to invest in the corporate-level
infrastructure and division-level talent necessary to manage a
rapidly growing and increasingly diverse business should enable
Meritage to adapt quickly to changing market conditions and allow
senior management to continue allocating capital efficiently.

Scottsdale, Arizona-based Meritage has been one of the nation's
fastest growing homebuilders with both homebuilding revenues and
net earnings rising at a compound annual rate of approximately
40.0% since 2000.


MILLBROOK PRESS: Has Until March 12 to Complete Schedules
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut,
Bridgeport Division, gave The Millbrook Press, Inc. an extension
to file its schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtor has until
March 12, 2004 to file their Schedules of Assets and Liabilities
and Statement of Financial Affairs.

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.


MIRANT: Seeks Nod to Make Initial KERP Payments to Key Employees
----------------------------------------------------------------
Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
recalls that on January 14, 2004, the Court held a hearing to
consider the Mirant Corp. Debtors' proposed Key Employee Retention
Program.  The Court ruled that while the first payment of Stay
Bonuses will vest on June 30, 2004, the Debtors may not actually
pay these bonuses until October 1, 2004.  The Court also
instructed the Debtors to deposit $8,000,000 into a segregated,
interest-bearing account, which will serve as a holding account
for the payment of bonuses pursuant to the KERP.  The Court
reserved judgment on additional payment dates, which will not be
established until after May 1, 2004.  In addition, the Court asked
the Debtors to wait until after May 1, 2004 to seek the authority
to implement Phase II of the KERP to allow sufficient time for the
development and implementation of the new business plan.

On January 21, 2004, the Court held a status conference.  During
the status conference, the Debtors informed the Court of their
concerns that approval of the KERP with the Delayed Payments
would not have the same retentive effect that implementation of
the KERP was designed to achieve.  The Debtors asked the Court to
consider authorizing them to make the first KERP payment in June.
The Court instructed the Debtors to make a formal request.

Mr. Peck explains that when designing the KERP, the Debtors
considered that payment of retention bonuses at strategic times
would achieve an overall retention effect.  The Debtors believe
that the June payment has particular strategic importance because
it coincides approximately with a date that is one year after the
Petition Date.  Payment of a modest bonus upon completion of one
full year of operating in Chapter 11 will demonstrate to key
employees that the Debtors recognize the hard work and dedication
displayed by these employees over an extended time and through a
difficult process.  Delaying actual receipt of the initial KERP
payment means practically that the Debtors will not have paid any
special incentive compensation relating to this reorganization to
key employees through the entire first full year of these Chapter
11 cases.  The Debtors are concerned that the failure to make
actual payment of any incentive compensation through the first
full year in Chapter 11 will have a dilutive, retentive and
potentially demoralizing effect.

Furthermore, Mr. Peck points out that notwithstanding the vesting
of the initial KERP payments in June, by delaying actual payment
until October, key employees will consider the likelihood of
receiving the initial payments to be highly uncertain.  Perhaps
more importantly, employees do not possess the same understanding
and appreciation of the bankruptcy process that bankruptcy
practitioners often take for granted and, through further
perceived uncertainty caused by delaying the initial KERP
payment, employees will view the likelihood of receiving any
future KERP payments not yet approved by the Court with a great
deal of skepticism.  The Debtors believe that, if permitted to
make the initial KERP payments in June, the certainty of
receiving payments at this time will not only increase morale
over the short term but will also remove substantial doubts that
key employees may have with respect to future KERP payments not
yet approved by the Court.  The Debtors believe that increasing
the certainty of receiving the near term payments as well as
decreasing skepticism with respect to receiving future payments
collectively will have a much greater retentive effect than
delaying receipt of the initial June payments until October.

Accordingly, the Debtors ask the Court to permit them to make
actual payments as early as June 30, 2004, of the initial KERP
payments to key employees. (Mirant Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MORGAN STANLEY: Fitch Raises & Affirms Ratings on 1997-C1 Notes
---------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital's commercial
mortgage pass-through certificates, series 1997-C1 as follows:

        -- $38.4 million class C to 'AAA' from 'AA+';

        -- $35.2 million class D to 'AA' from 'A';

        -- $19.2 million class F to 'BBB+' from 'BB+';

        -- $11.2 million class G to 'BBB' from 'BB';

        -- $20.8 million class H to 'B+' from 'B'.

In addition, Fitch affirms the following certificates:

        -- $138.3 million class A-1C 'AAA';

        -- Interest only class IO-1 'AAA';

        -- $51.3 million class B 'AAA'.

Fitch does not rate classes E or J and classes A-1A and A-1B have
paid in full.

The upgrades are primarily the result of increased subordination
levels due to loan payoffs and amortization. As of the January
2004 distribution date, the pool's collateral balance has been
reduced by 47%, to $341.4 million from $640.7 million at issuance.

One loan (1.9%) is currently being specially serviced. The loan is
real estate owned and secured by an office property located in
Dallas, Texas. The property is currently listed for sale.

Fitch is also concerned with the increasing concentrations of
healthcare, hotel and self storage (23.5%, 5.0%, and 11.2%
respectively). However, these loans continue to perform and Fitch
analyzed the concentrations in the context of the entire pool.
Given the increased credit enhancement and the lack of significant
expected losses or loans of concern, the upgrades are warranted.


MORGAN STANLEY: Fitch Affirms Low-B Level Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital Inc.'s commercial
mortgage pass-through certificates, series 1996-C1, as follows:

        -- $17.0 million class D-1 to 'AAA' from 'AA';

        -- $5.1 million class D-2 to 'AA' from 'AA-';

        -- $18.7 million class E to 'BBB' from 'BB+'.

The following classes are affirmed:

        -- $59.4 million class A 'AAA';

        -- $20.4 million class B 'AAA';

        -- $18.7 million class C 'AAA';

        -- Interest only class X 'AAA';

        -- $13.6 million class F to 'B';

Fitch does not rate the $5.4 million class G.

The rating upgrades are a result of increased subordination levels
and the low number of loans of concern since issuance. As of the
January 2004 distribution date, the pool's certificate balance has
paid down 53.5% to $158.5 million from $340.5 million at issuance.

Currently there are two loans, representing 3.4% of the pool, in
special servicing. The larger loan (2.6%) is secured by a 383 pad
manufactured housing community located in Stillwater, New York.
The loan transferred to the special servicer in May 2002 due to
delinquency. The special servicer is currently working with the
borrower to determine a workout plan. The second loan (0.8%)
transferred due to a non-monetary default.


MTS INC: Asks Court to Extend Lease Decision Time through June 30
-----------------------------------------------------------------
MTS Incorporated and its debtor-affiliates want the U.S.
Bankruptcy Court for the District of Delaware to give them more
time to assume, assume and assign, or reject their unexpired
nonresidential real property leases.  Currently, the Debtors
report to have over 100 Real Property Leases.

The Debtors point out that the sole purpose behind the
commencement of these bankruptcy proceeding is to allow the
Debtors to confirm and effect their Prepackaged Plan of
Reorganization -- a plan that has been overwhelmingly accepted by
the impaired creditor class. In these cases, the lease decision
period expires on March 22, 2004, or approximately the same week
the Debtors requested the Court to hold the hearing approving the
Plan.

The creditors accepted of the Plan, nonetheless, they are asking
for more time in their lease related decisions out of an abundance
of caution to ensure that no Real Property Leases that would be
assumed under the Plan are inadvertently deemed rejected prior to
its effectiveness.

Additionally, given the compressed time frame apparent in these
bankruptcy cases, the Debtors submit that it would be imprudent to
require the Debtors to elect whether to assume or reject the Real
Property Leases within the original 60-day specified period.
Consequently, the Debtors ask the Court to give them until June
30, 2004 to decide whether to assume, assume and assign, or reject
their unexpired nonresidential real property leases.

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


NEW JERSEY MINING: Board Installs DeCoria Maichel as New Auditor
----------------------------------------------------------------
Effective December 10, 2003, the Board of Directors of New Jersey
Mining Company, recommended  and  directed:

(a)  The dismissal of Nathan Wendt, CPA as the Company's
     independent accountant and the engagement of DeCoria, Maichel
     & Teague P.S. as the Company's independent accountants to
     audit the Company's financial statements for the year ending
     December 31, 2003.

The report of Wendt on the Company's financial statements for the
past two years were modified as to the uncertainty of the
Company's ability to continue as a going concern.


NORAMPAC INC: Sells Corrugated Product Plant in Monterrey, Mexico
-----------------------------------------------------------------
Norampac Inc. announces the sale of its corrugated product plant
in Monterrey, Mexico, known under the name of Norampac Monterrey
Division S.A. de C.V.

The plant, which started up in 2001, was sold to its current
management team.

In 2003, the plant's total net sales represented only 0.5% of
Norampac's total net sales of corrugated products.

Norampac (S&P, BB+ Long-Term Corporate Credit Rating, Stable
Outlook) owns eight containerboard mills and twenty-four
corrugated products plants in the United States, Canada and
France. With an annual production capacity of more than 1.6
million short tons, Norampac is the largest containerboard
producer in Canada and the seventh largest in North America.
Norampac, which is also a major Canadian manufacturer of
corrugated products, is a joint venture company owned by Domtar
Inc. (symbol: DTC-TSE) and Cascades Inc. (symbol: CAS-TSE).


NUEVO ENERGY: Fitch Places Low-B Debt Ratings on Watch Positive
---------------------------------------------------------------
Fitch Ratings has placed the debt ratings of Nuevo Energy on Watch
Positive following the announcement that Plains Exploration &
Production Company will acquire Nuevo. Currently, Fitch rates
Nuevo's senior subordinated debt 'B' and its trust convertible
securities 'B-'.

Plains anticipates issuing 37.4 million shares to Nuevo
shareholders and assuming $234 million of net debt and $115
million of Trust Convertible Securities. The transaction is
expected to close in the second quarter of 2004. The rationale for
the Watch Positive includes the size of the new entity, which will
approach 489 million barrels of oil equivalent from Nuevo's
current size of just over 200 million barrels. Proved developed
reserves will represent more than 70% of the total and 83% of the
total will be oil. Additionally, the new entity will have more
exploitation opportunities than existed for Nuevo on a stand-alone
basis. As a result, organic growth should be higher for the new
entity. Furthermore, Plains management has stated that costs per
unit of production should decline. Free cash flow will likely be
applied towards reducing debt thereby lowering interest costs and
personnel reductions should decrease general and administrative
expenses per unit.

Fitch Ratings expects to resolve the Watch Positive following
further analysis of Plains' credit profile and operations and upon
completion of the transaction.

Nuevo Energy, a Houston, Texas based company is primarily engaged
in the exploration and production of oil and natural gas.
Subsequent to the sale of its Brea Olinda properties in March
2003, its reserves were 217 million barrels of oil equivalent, 88%
oil, 90% proved developed, had a reserve life of over 11 years and
were based primarily in California (87%).


OHIO CASUALTY: Outlook on S&P's Ratings Revised to Stable
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on American
Fire & Casualty Co., Ohio Casualty Insurance Co., Ohio Security
Insurance Co., and West American Insurance Co., which make up the
Ohio Casualty Insurance Co. Intercompany Pool, to stable from
negative.

Standard & Poor's also said that it revised its outlook on Ohio
Casualty Corp. (NASDAQ:OCAS), OCIP's parent holding company, to
stable from negative.

At the same time, Standard & Poor's affirmed its 'BBB'
counterparty credit and financial strength ratings on OCIP and its
'BB' counterparty credit rating on Ohio Casualty.

"The revised outlook reflects Ohio Casualty's improving
capitalization, decreasing expense ratio, and improving operating
performance," said Standard & Poor's credit analyst Donovan
Fraser. Standard & Poor's expects that management will continue to
make steady progress toward underwriting profitability.

Under the leadership of a new management team in 2001, OCIP
initiated a new strategic plan to address unprofitable segments--
particularly in personal lines--and re-underwrite the group's book
of business. Though execution risk accompanies any significant
paradigm shift within a large organization, Standard & Poor's
considers the company's approach to be a measured, conservative,
long-term road map to underwriting profitability. The company has
also benefited from industry-wide increased rate levels over the
same time period. However, Standard & Poor's believes that the
company has taken prudent steps to address operating
inefficiencies along with the underwriting actions necessary to
lay the structural foundation to achieve long-term underwriting
profitability.


ONE PRICE: Morgan Lewis Serves as Special Bankruptcy Counsel
------------------------------------------------------------
One Price Clothing Stores, Inc., and its debtor-affiliates are
asking permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain and employ Morgan, Lewis & Bockius
LLP as special bankruptcy counsel.

To facilitate the successful completion of these cases, the
Debtors require the services of attorneys with knowledge and
experience in the areas of bankruptcy law, restructuring and
litigation.

Consequently, in its capacity, Morgan Lewis will:

     i) provide legal advice with respect to the Debtors' powers
        and duties as debtors-in-possession in the continued
        operation of their business and management of their
        properties;

    ii) take necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on behalf of the Debtors, the defense of any action
        commenced against the Debtors, negotiations concerning
        all litigation in which the Debtors are involved, and
        objecting to claims filed against the Debtors' estates;

   iii) prepare, on the Debtors' behalf, all necessary
        schedules, statements, applications, motions, responses,
        objections, orders, reports, and other legal papers;

    iv) provide legal advice and representing the Debtors with
        respect to the assumption or rejection of executory
        contracts and unexpired leases, and numerous other
        bankruptcy related matters arising from these cases;

     v) coordinate the services to be provided by special
        counsel and ordinary course professionals so as to avoid
        duplication;

    vi) negotiate and draft agreements for any sale or purchase
        of assets of the Debtors;

   vii) represent the Debtors at hearings on matters pertaining
        to their affairs as debtors-in-possession;

  viii) negotiate and draft a plan or plans of reorganization
        and all documents related thereto, including, but not
        limited to, the disclosure statements and ballots for
        voting thereon;

    ix) take the steps necessary to confirm and implement the
        Plans, including, if needed, modifications thereof and
        negotiating financing for the Plans; and

     x) render such other legal services for the Debtors as may
        be necessary and appropriate in these proceedings.

The current hourly rates that Morgan Lewis intends to charge the
Debtors for the legal services of its professionals are:

     Partners and Counsel       $385 to $645 per hour
     Associates                 $180 to $420 per hour
     Paralegals                 $105 to $150 per hour

Neil E. Herman, Esq., a member of Morgan Lewis will lead the team
in its engagement.

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.


OWENS CORNING: Lease Decision Period Stretched to June 4, 2004
--------------------------------------------------------------
Owens Corning and its debtor-affiliates sought and obtained Judge
Fitzgerald's approval to extend the time within which they must
move to assume or reject their unexpired non-residential real
property leases, through and including June 4, 2004, subject to
the rights of each lessor under an Unexpired Lease to request,
upon appropriate notice and motion, that the Court shorten the
Extension Period and specify a period of time in which the Debtors
must determine whether to assume or reject an Unexpired Lease.
(Owens Corning Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


OXFORD AUTOMOTIVE: Q3 Conference Call Scheduled For February 19
---------------------------------------------------------------
A telephone conference call to discuss results for the third
quarter ended December 31, 2003 of Oxford Automotive, Inc. and
other matters will be held on:

    Date:        Thursday, February 19, 2004

    Time:        11:00 a.m. Eastern

    Toll-free call in number:   (877) 347-5103

    Participant pass code:      19770829

Participants are asked to begin dialing in to the conference call
a few minutes before the scheduled start time.

Participating in the call on behalf of Oxford will be John W.
Potter, Chief Executive Officer, Jeffrey W. Wilson, President, and
Patrick T. Flynn, Chief Financial Officer.

There will be no replay of the conference call available following
the call.

Oxford Automotive, Inc., with headquarters in Troy, Mich., is a
leading Tier 1 supplier of specialized welded metal assemblies and
related services. The company, which is privately held, currently
has approximately 7,200 employees at 33 locations in nine
countries, with technology centers in the United States, France,
Germany and Italy.  Annual revenues for the fiscal year ended
March 31, 2003 were approximately $1 billion.

                         *   *   *

In October, Standard & Poor's Ratings Services withdrew its 'B+'
corporate credit rating on Troy, Michigan-based Oxford Automotive
Inc. and removed the rating from CreditWatch where it was placed
Sept. 12, 2003.

"Oxford previously postponed a debt offering and is currently in
the process of evaluating alternative financing options," said
Standard & Poor's credit analyst Eric Ballantine.


PETRO STOPPING: S&P Assigns B- Rating to $225-Mil. Sr. Sec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating and
'3' recovery rating to Petro Stopping Centers L.P.'s $225 million
senior secured notes due 2012. These notes were issued pursuant to
Rule 144A with registration rights. The notes are rated one notch
below the corporate credit rating; this and the '3' recovery
rating indicate the expectation of meaningful recovery of
principal (50%-80%) in the event of a default.

In addition, Standard & Poor's raised the rating on the company's
senior secured bank loan to 'BB-' from 'B+' and assigned a '1'
recovery rating to the loan. The bank loan is rated two notches
higher than the corporate credit rating; this and the '1' recovery
rating indicate a high expectation of full recovery of principal
in the event of a default.

The 'B' corporate credit rating for Petro was affirmed and removed
from CreditWatch, where it was placed Aug. 28, 2003. The outlook
is negative.

The affirmation is based on Petro's stable operating performance
over the past two years, as well as its enhanced liquidity as a
result of extended maturities and lower cash interest payments
under the refinancing. Proceeds from these issues, along with
cash, were used to repay the company's existing $135 million
senior unsecured notes and Petro Stopping Centers Holdings L.P.'s
existing $113.7 million face value of senior discount notes due
2008. The new term loan is $25 million, $20 million less than the
previous term loan.

"The ratings reflect the company's participation in the highly
competitive and fragmented truck stop industry, its high debt
levels, and the volatility of diesel fuel prices," said Standard &
Poor's credit analyst Patrick Jeffrey. These factors are somewhat
mitigated by Petro's maintenance of a leading position in the
industry.

The negative outlook reflects the company's continued high
leverage and thin cash flow coverage ratios. A further
deterioration in these credit measures or reduced liquidity could
result in a ratings downgrade in the near term.

El Paso, Texas-based Petro is one of the leading operators in the
truck stop industry, with the top five chains selling about 83% of
all over-the-road diesel fuel. Although Petro differentiates
itself through quality of service, Standard & Poor's believes that
the company's smaller size and lack of national scope relative to
other competitors make it more difficult to attract truck fleet
business. Because of this, the company has been more affected by
the economic slowdown in the U.S. than some of its competitors.


PG&E NATIONAL: Valuation Analysis under NEG's 2nd Amended Plan
--------------------------------------------------------------
In conjunction with formulating the Plan, National Energy & Gas
Transmission Inc. has determined that it was necessary to estimate
the post-confirmation going concern value of Reorganized NEG.
Accordingly, in calculating the value of Reorganized NEG, Lazard
Freres & Co. LLC, among other things:

   (a) reviewed publicly available financial statements of NEG,
       and its direct and indirect subsidiaries;

   (b) reviewed certain internal financial and operating data,
       including the forecasts prepared and provided by NEG's
       management relating to its business and its prospects;

   (c) met with certain members of NEG's senior management to
       discuss the operations and future prospects;

   (d) considered certain other financial projections prepared by
       NEG;

   (e) discussed historic, current and prospective operations of
       the operating business with NEG;

   (f) considered certain information of publicly traded
       companies believed to be reasonably comparable to NEG's
       operating business; and

   (g) reviewed other information and conducted other studies,
       analyses, inquiries, and investigations as deemed
       appropriate.

The estimated calculation of going concern value is highly
dependent on achieving the future financial results set forth in
Reorganized NEG's business plan as well as the realization of
certain other assumptions, none of which are guaranteed and many
of which are outside of NEG's control.

The estimates of value represent estimated reorganization values
and do not necessarily reflect values that could be attainable in
public or private markets.  The values do not purport to be an
estimate of post-reorganization market value or a value that
might be realized in a private market sale transaction.  The
calculations of value do not conform to the uniform standards of
professional appraisal practice of the appraisal foundation.  The
calculations of value set forth in the NEG valuation supersede in
their entirety the calculations contained in prior versions of
the disclosure statement.

                       Valuation Methodology

A sum-of-the-parts valuation was employed to estimate the going
concern value of Reorganized NEG.  Reorganized NEG includes the
operations of Gas Transmission Northwest Corporation, equity
interests in a variety of generation and gas transmission assets
-- the IPPs -- various Operations & Maintenance and Management
Services Agreement contracts under which NEG provides operations
and maintenance and management services at many of the IPP
assets, various real estate properties and all related corporate
overhead.

The sum-of-the-parts valuation for Reorganized NEG combines the
theoretical equity valuations of GTNC and NEG's ownership
interests in the IPPs as well as the equity value of other
miscellaneous assets.  GTNC's equity value is estimated by
calculating the total enterprise value and subsequently
subtracting the net debt.  The equity value of the IPPs was
estimated using a discounted cash flow analysis in which levered
free cash flows were discounted at an estimated cost of equity.
The equity values of both GTNC and the IPPs were combined with
the estimated value of other miscellaneous NEG assets to
determine a going concern enterprise valuation of Reorganized
NEG.  The equity value of Reorganized NEG can be estimated by
subtracting the assumed amount of new debt issued by NEG at
emergence.

              Gas Transmission Northwest Corporation

In valuing GTNC, both public company multiples-based and
discounted cash flow valuation techniques were employed.  The
public company multiple methodology values a company based on a
relative comparison with other publicly traded companies with
similar operating and financial characteristics.  Equity and
total enterprise value multiples are derived for each of the
comparable companies based on various operating statistics.  The
implied enterprise and equity values of the company being valued
are then calculated by multiplying relevant operating statistics
of the business by the public comparable company multiples.  Due
to the lack of public companies directly comparable to GTNC,
valuation estimates incorporate multiples from recent comparable
acquisitions.  These acquisition multiples were discounted to
adjust for observed private market control premiums and, thereby,
more closely approximate public trading multiples.  After
calculating estimated GTNC enterprise value under this
methodology, GTNC's debt was subtracted to determine NEG's
hypothetical value.

An unlevered discounted cash flow valuation analysis was also
employed to value to GTNC.  This Discounted Cash Flow valuation
methodology equates the value of an asset or business to the
present value of expected future economic benefits to be
generated by the asset or business, as reflected in its unlevered
free cash flows.  The Discounted Cash Flow methodology is a
"forward-looking" approach that discounts all expected future
economic benefits by a theoretical or observed discount rate
determined by calculating the Weighted Average Cost of Capital of
Reorganized NEG.  After calculating the estimated GTNC enterprise
value under this methodology, the GTNC debt was subtracted to
determine NEG's hypothetical value.

The WACC employed in the unlevered DCF valuation analysis was
calculated by weighting the required returns on interest-bearing
debt and common equity capital in proportion to their estimated
percentages in an expected capital structure.  The cost of equity
for Reorganized NEG was estimated using the Capital Asset Pricing
Model -- CAPM -- based on the risk-free rate of return on United
States treasury bonds, plus a market risk premium expected over
the risk-free rate of return, multiplied by a market-derived
"beta".  An after-tax cost of debt was calculated based on a
theoretical expected market cost of debt and GTNC's expected
corporate tax rate.

                             The IPP

A DCF approach was used to calculate the value of NEG's IPP
ownership interests.  NEG's interests in individual contracted
plants were valued using a discounted cash flow analysis treating
cash distributions to NEG as levered free cash flows.  Contracted
cash flows are discounted for the full life of the contract using
a cost of equity that was derived using the CAPM.  Estimated
post-contract cash flows were also forecasted and discounted at a
cost of equity derived using the CAPM.

               Other Assets and Certain Tax Matters

NEG owns various real estate properties, which are valued on a
DCF basis.  In addition, NEG may emerge from Chapter 11 with NOLs
that could be available to offset taxable income.  Due to the
uncertainty surrounding the amount and availability of NOLs that
Reorganized NEG might retain or realize and be able to use
without restriction, the value of the NOLs to Reorganized NEG was
not included in the calculation of the firm's total enterprise
value.

               $1.4 to $1.6 Billion Estimated Value

Using the different valuation techniques, the hypothetical equity
valuation range of the reorganized going concern enterprise is
between $1,410,000,000 and $1,660,000,000.  The Plan contemplates
$1,000,000,000 in holding company debt, netting equity value
between $410,000,000 and $660,000,000.  These values exclude any
funds to be distributed pursuant to the Plan and any value
related to NOLs, which may be available to Reorganized NEG.

This range of values for Reorganized NEG was prepared based on
information available as of January 2004.  This estimate was
developed solely for purposes of formulation and negotiation of a
Plan and analysis of implied relative recoveries to creditors.
The calculation of value does not address any other aspect of the
proposed restructuring or any related transactions and does not
constitute a recommendation to any holder of outstanding NEG
securities as to how the security holder should vote or act on
any matter relating to the restructuring or any related
transaction.

Lazard's calculation of value does not constitute an opinion as
to the fairness to holders of outstanding NEG securities from any
point of view, including a financial point of view of the
consideration to be received by the security holders pursuant to
the plan.  Estimates of reorganization going concern value do not
purport to reflect or constitute appraisals, liquidation values
or estimates of the actual market value that may be realized
through the sale of any securities to be issued pursuant to the
Plan, which may be significantly different from the amounts set
forth in the valuation. (PG&E National Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PHOENIX INT'L: Creditor Gerard Haryman Converts $1M Loan to Equity
------------------------------------------------------------------
The following action has been approved by the Board of Directors
of Phoenix International Industries, Inc.:

On January 21, 2004, Gerard Haryman, Chairman, President and CEO,
of Epicus Communications Group, Inc. (formerly, Phoenix
International Industries, Inc.), converted to equity, $1,000,000
of the monies owed to him, consisting of loans made by Mr. Haryman
to the Company.  Said equity will be in the form of the Company's
common stock Restricted per "Rule 144" of the Securities Exchange
Act of 1933.  To convert the face dollar amount of $1,000,000 into
the Company's Rule 144 restricted shares of common stock, a
conversion price was determined by using the average closing price
for the 20 trading days prior to January 21, 2004, with an applied
holding discount of 50%.

Phoenix International Industries, Inc., is a Florida holding
company, whose primary focus is the telecommunications and
internet industries. Phoenix focuses on identifying and investing
in growth stage technology issues.

The company's November 30, 2003, balance sheet reports a net
capital deficit of about $9 million.


PICCADILLY CAFETERIAS: Agrees To Sell Assets For $80 Million
------------------------------------------------------------
Piccadilly Cafeterias, Inc. announced that it has agreed to sell
its assets and ongoing business operations to Piccadilly
Investments LLC, for a cash sale price of nearly $80 million.

The agreement is the culmination of a Section 363 bankruptcy sale
process that concluded with an auction on Wednesday, February 11.
The transaction, approved by Piccadilly's Board of Directors and
the presiding bankruptcy judge, Raymond B. Ray, is expected to
close by mid-March.

Vince Colistra, Piccadilly's Chief Restructuring Advisor and the
Managing Director from Phoenix Management Services, said, "We are
very pleased with the outcome of the bankruptcy auction, because
it resulted in a significant increase from the $54 million initial
offer we announced when the company filed for bankruptcy last
year."

In addition to a voluntary chapter 11 filing, the 2003 agreement
also called for Piccadilly to continue soliciting proposals from
other interested parties. It was during this time that the newly
formed Piccadilly Investments LLC submitted a qualifying offer of
$55.8 million, resulting in a very competitive bankruptcy auction,
bumping the price up to $80 million, which was $1 million higher
than the preceding competing bid of $79 million.

Piccadilly Investments LLC is an acquisition company jointly owned
by The Yucaipa Companies and Diversified Investment Management
Group, two Los Angeles-based private equity firms. "We are excited
to be acquiring Piccadilly with its long and proud tradition. It
has a tremendous brand name with significant growth potential,"
said Ron Burkle, Managing Partner of The Yucaipa Companies.

According to its own press release, Yucaipa brings its strategic,
financial and operational expertise to the companies it owns.
Yucaipa has stated that its investment will provide Piccadilly
with the resources to remodel, replace and revitalize existing
cafeterias and expand into new locations. Yucaipa also looks
forward to working with local communities and redevelopment
agencies across the geographic area in which Piccadilly operates,
according to the company's statement.

Jack McGregor, the acting Chief Executive Officer of Piccadilly,
said the purchase "is excellent news for our loyal team members
and guests," and noted that the buyer has "indicated its intention
to retain Piccadilly's corporate headquarters in Baton Rouge."

Even after paying the customary break-up fee to Piccadilly's
initial prospective buyer, the enhanced purchase price will allow
Piccadilly to fully retire its outstanding bank debt and senior
notes, and leave a substantial amount for pro rata distribution to
its unsecured creditors. Unfortunately, no monies will be
available for distribution to common stockholders, according to
McGregor.

"Going forward, Piccadilly will have standing behind it the
substantial financial resources of a highly sophisticated private
equity group. We are very grateful to our guests, our team members
and our board," said McGregor, "for their loyalty during these
past several months."


PINNACLE ENT.: Gets $2M For Extending Time for Calif. Land Sale
---------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) announced that it has
amended and reinstated its agreement with the Rothbart Development
Corporation for the sale of 60 acres of land in Inglewood,
California.  Among other things, the amendment extends the time
for closing the transaction until April 30, 2004 in consideration
of a non-refundable payment of $2 million. The payment shall be
credited against the purchase price of $36 million at the
transaction's closing.  The amendment also grants the buyer the
option to further extend the closing until May 31, 2004 by written
notice on or before April 30, 2004 in consideration of an
additional non-refundable payment of $1 million which also would
be credited against the purchase price at closing.  The original
agreement had been terminated by its terms in December 2003.

The Company has also received an additional payment of $1,100,000
from a regional homebuilder for an extension of time to close the
transaction for the sale of a different 37 acres in Inglewood,
California until March 31, 2004. The Company has now received a
total of $2,150,000 in extension payments from the buyer which
will be credited against the purchase price of $22,200,000 at the
closing.

Pinnacle Entertainment (S&P, B Corporate Credit Rating, Stable)
owns and operates eight casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana.


PROLOGIC MANAGEMENT: Gets Nod to Tap Felker Altfeld as Counsel
--------------------------------------------------------------
Prologic Management Systems, Inc., sought and obtained approval
from the U.S. Bankruptcy Court for the District of Arizona to
employ the firm of Leonard Felker Altfeld Greenberg & Battaile,
P.C., as counsel in this chapter 11 proceeding.

The Debtor has selected Leonard Felker because of the Firm's
experience in matters of this character, and believes that it is
well qualified to represent it as debtor-in-possession in this
case.

The Debtor expects Leonard Felker to:

     a) give the Debtor legal advice with respect to its powers
        and duties as debtor-in-possession in the operation of
        its business and management of its property;

     b) prepare on behalf of the Applicant as debtor-in-
        possession necessary applications, answers, orders,
        reports and other legal papers;

     c) apply for a cash collateral order;

     d) prepare and file a Disclosure Statement and Plan of
        Reorganization; and

     e) perform all other legal services for the debtor-in-
        possession which may be necessary herein.

The professionals who will have primary duties in this engagement
and their current hourly rates are:

          Clifford B. Altfeld      $250 per hour
          Edith I. Rudder          $200 per hour
          R. David Sobel           $200 per hour

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


PRUSSIA ASSOCIATES: Retains Dilworth Paxson as Attorney
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
gave its nod of approval to Prussia Associates, a Pennsylvania
Limited Partnership in its application to employ Dilworth Paxson
LLP as Attorney.

The professional services that Dilworth Paxson shall render are
necessary to enable the Debtor to execute its duties. It is
expected that Dilworth Paxson will:

     a. provide Debtor with legal services with respect to its
        powers and duties as debtor-in-possession;

     b. prepare on behalf of Debtor or assisting Debtor in
        preparing all necessary pleadings, motions,
        applications, complaints, answers, responses, orders,
        United States Trustee reports, and other legal papers;

     c. represent the Debtor in any matter involving contests
        with secured or unsecured creditors, including the
        claims reconciliation process;

     d. assist the Debtor in providing legal services required
        to prepare, negotiate and implement a plan of
        reorganization; and

     e. perform all other legal services for the Debtor which
        may be necessary herein, other than those requiring
        specialized expertise for which special counsel, if
        necessary, may be employed.

Lawrence G. McMichael, Esq., a partner in Dilworth Paxson will
lead the team in this engagement and will bill the Debtors with
$500 per hour in exchange for its services. The other member of
the team and their current hourly rates are:

          Martin J. Weiss       $330 per hour
          Mary T. Tomich        $320 per hour
          D. Sam Anderson       $175 per hour
          Michelle Petroni      $100 per hour

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


RCN HOLDING: Will Not Make Interest Payment on 10-1/8% Sr. Notes
----------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) announced that the Company is
continuing negotiations on a collaborative basis with its senior
secured lenders, an ad hoc committee of holders of its Senior
Notes and others regarding a consensual financial restructuring of
its balance sheet. RCN said that it is hopeful that these
negotiations will lead to agreement on a successful consensual
financial restructuring plan in the near term, although there is
no assurance this will occur. In connection with these
negotiations, RCN will not make the approximately $10.3 million
interest payment due January 15, 2004 on its 10 1/8% Senior Notes
due 2010 within the 30-day grace period provided under the
indenture governing the 10 1/8% Senior Notes. RCN previously
announced on January 15, 2004, that as part of its ongoing
financial restructuring negotiations, it had chosen to defer the
decision to make the interest payment on its 10 1/8% Senior Notes.

In view of the continuing financial restructuring negotiations,
RCN, the Lenders and members of the Noteholders Committee have
entered into forbearance agreements under which the Lenders and
members of the Noteholders' Committee have agreed not to declare
any Events of Default, which they would be entitled but not
required to do, under RCN's senior credit facilities or RCN's
senior notes, respectively, as a result of RCN not making the
interest payment on the 10 1/8% Senior Notes prior to the end of
the grace period. If such declarations were made, the indebtedness
would become immediately due and payable. These forbearance
agreements will expire on March 1, 2004, unless extended.

RCN Corporation, the parent holding company, said that it expects
any financial restructuring to be implemented through
reorganization under chapter 11. RCN believes that a consensual
financial restructuring pursuant to a chapter 11 reorganization
would achieve the most successful financial outcome for the
holding company and its constituents. RCN does not intend that its
market operating subsidiaries be included in such a chapter 11
filing. Additionally, it is anticipated that a filing at the
holding company level would not have any adverse effect on
customers and vendors.

"We will continue to negotiate the terms of a financial
restructuring with our senior lenders, noteholders and others
during the time afforded us by the forbearance arrangements, and
we expect to maintain normal operations throughout the financial
restructuring process," said David C. McCourt, Chairman and Chief
Executive Officer of RCN. "We will continue to provide our
customers with the same high-quality bundled services and superior
customer service without any interruption, and will continue to
act responsibly towards our employees and vendors.

"This has been and will be a difficult process, but we believe it
will positively impact our operating companies, vendors,
customers, and employees and in an effort to communicate directly
with these important constituents, we are launching
http://www.rcntomorrow.com/which will provide updates on where we
are in the restructuring process," said Mr. McCourt. "We expect to
emerge from any consensual restructuring as a stronger, more
viable and more competitive company, positioned for long-term
success."

RCN's objective is to reach agreement on a consensual financial
restructuring plan during the current forbearance period. RCN is
encouraged as to the prospect of doing so. If however, discussions
were to proceed beyond that period or were to end, additional
forbearance, waiver and/or amendment agreements would be needed to
support continuing operations. In addition, in the absence of an
agreement on a consensual financial restructuring upon expiration
of the forbearance agreements, the Lenders and members of the
Noteholders' Committee who hold 10 1/8% Senior Notes would be
entitled, but not required, to declare RCN's senior credit
facilities and the outstanding 10 1/8% Senior Notes, respectively,
immediately due and payable. Any acceleration of amounts due under
RCN's senior credit facilities or the 10 1/8% Senior Notes would,
due to cross default provisions in the Company's indentures
governing its other senior notes, entitle, but not require, the
holders of other senior notes to declare the Company's other
senior notes immediately due and payable if they so choose.
Holders of 10 1/8% Senior Notes that are not members of the
Noteholders' Committee are not subject to the terms of the
forbearance agreements. If acceleration of the Company's senior
credit facilities and 10 1/8% Senior Notes were to occur, RCN
would not, based on current and expected liquidity, have
sufficient cash to pay the amounts that would be payable.

Although RCN is actively pursuing discussions towards a final
agreement on a consensual financial restructuring, there can be no
assurance that such an agreement will ultimately be reached, that
RCN would be able to obtain further extensions of its forbearance
agreements with the Lenders and members of the Noteholders'
Committee, or that a holders of 10 1/8% Senior Notes that are not
members of the Noteholders' Committee will not declare an Event of
Default under the 10 1/8% Senior Notes (which would terminate the
forbearance agreement with Lenders), or seek other remedies
available under applicable law or the terms of the 10 1/8% Senior
Notes, prior to such time. RCN will continue to apply substantial
effort and resources to reaching a formal agreement on a
consensual financial restructuring while also continuing to
evaluate the best alternatives for RCN under current circumstances
and as discussions and events unfold.

Since financial restructuring negotiations are ongoing, the
treatment of existing creditor and stockholder interests in the
company is uncertain at this time. However, RCN has said that the
restructuring will likely result in a conversion of a substantial
portion of its outstanding Senior Notes into equity and an
extremely significant, if not complete, dilution of current
equity.

RCN also said that it has chosen to defer the decision to make an
interest payment scheduled to be made on February 15, 2004, of
approximately $14.2 million with respect to its 9.80% Senior
Discount Notes Due 2008. In the event that RCN does not make this
interest payment within 30 days beginning February 15, 2004, an
Event of Default would arise with respect to the 9.80% Senior
Notes and entitle, but not require, holders thereof to declare the
outstanding 9.80% Senior Notes immediately due and payable.

For additional information about the restructuring process, visit
http://www.rcntomorrow.com.

RCN Corporation (Nasdaq: RCNC) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and
high speed internet services delivered over its own fiber-optic
local network to consumers in the most densely populated markets
in the U.S. RCN has more than one million customer connections and
provides service in Boston, New York, Philadelphia/Lehigh Valley,
Chicago, San Francisco, Los Angeles and Washington, D.C.
metropolitan markets.


RELIANCE: Court Okays Proposed Settlement with PNC Leasing et al.
-----------------------------------------------------------------
Reliance Insurance Company sought and obtained the Court's
permission to enter into a settlement with:

  -- Hartford Fire Insurance Company;
  -- Hartford Specialty Company;
  -- Hartford Financial Services Group;
  -- PNC Vehicle Leasing;
  -- PNC Leasing;
  -- PNC Financial Services Group;
  -- Magellan Insurance Company; and
  -- Swiss Reinsurance America Corporation.

PNC purchased two policies of vehicle residual value insurance,
Nos. NZB 100-4007 and NZB 100-4012 from RIC.  Hartford purchased
assets and acquired from RIC future renewal rights on RIC
policies for vehicle residual value insurance.  Hartford agreed
to reinsure RIC's retained net liability on the PNC Policies.

Swiss Reinsurance and RIC entered into a reinsurance contract
pursuant to which Swiss Reinsurance agreed to reinsure a portion
of RIC's liability under the PNC Policies on a quota share basis.

Pursuant to a "Tri-Arc Residual Value Quota Share Reinsurance
Treaty," Magellan agreed to reinsure a portion of RIC's liability
under the PNC Policies.

PNC has made claims directly against Hartford for payments it
alleges are due for losses arising after November 3, 2001, and
that are not included in the settled claims.  This includes
claims PNC has asserted in a civil action captioned "PNC Vehicle
Leasing LLC and PNC Leasing LLC v. The Hartford Financial
Services Group, Inc., and Hartford Specialty Company," before the
Court of Common Pleas of Allegheny County, Pennsylvania.  The
Claims are separate from all settled claims, as they are based on
allegations Hartford made or actions Hartford took before RIC was
placed in rehabilitation.  The claims resulted in Hartford having
direct liability to PNC for alleged losses on vehicles enrolled
under the PNC Policies that came off lease after November 3,
2001.

Hartford argued that its liability is reinsured by Magellan or
Swiss Reinsurance, but on which RIC has no liability to PNC, due
to the Liquidation Order, which terminated RIC's liability.  PNC,
Hartford, Swiss Reinsurance and Magellan do not dispute the
termination of RIC's liability.

Magellan contended it owed nothing to either RIC or Hartford.  PNC
contended that it has incurred losses arising out of its vehicle
leasing business that are compensable under the PNC Policies.

                        The Settlement

RIC and PNC agreed on a total adjusted pre-November 3, 2001,
loss on the PNC Policies of $21,990,000, before applying the
relevant deductible.  PNC and RIC agreed -- and Hartford, Swiss
Reinsurance and Magellan did not contest -- that the portion of
the deductible under the program applicable to this loss is
$13,450,000, leaving an $8,540,000 net allowed claim.  PNC
acknowledged that before November 3, 2001, it was paid by RIC
$5,782,000 for losses PNC claimed relating to the PNC Policies.

PNC will file a proof of claim in RIC's proceedings for
$21,990,000, subject to the $13,450,000 deductible, which will be
reduced by the $5,782,000 payments already made to PNC, yielding
a $2,758,000 allowed claim against the RIC Estate.

RIC and Hartford's reinsurance obligation to RIC is $2,870,000.

Magellan's responsibility to PNC is $2,135,000.  RIC had drawn
down $1,380,000 on a letter of credit, leaving $755,000 in
remaining obligation to RIC.

Swiss Reinsurance's obligation to PNC is $2,135,000.  Swiss
Reinsurance paid $204,000 toward the reinsurance obligation,
leaving $1,931,000 in remaining obligation to RIC.

Upon consummation of the Settlement, all Parties agreed to release
each other from any and all liability. (Reliance Bankruptcy News,
Issue No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)


REVLON CONSUMER: S&P Places Current Ratings on Watch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on Revlon
Consumer Products Corp. on CreditWatch with positive implications,
following the company's announcement that it had reached an
agreement with MacAndrews & Forbes and Fidelity Investments, two
of its largest creditors, to reduce $930 million of its $1.9
billion in total debt. This reduction will be primarily through a
debt-for-equity exchange. Of the total $930 million, approximately
$780 million will be exchanged by March 31, 2004, and the
remainder will be completed by March 2006.

Public debtholders have also been given the option to exchange
their holdings for equity.

"After the planned transaction, Standard & Poor's believes the
company's credit profile will be stronger, and that the corporate
credit rating will rise into the 'B' category," said credit
analyst Patrick Jeffrey. Standard & Poor's views the privately
negotiated agreements with Fidelity and MacAndrews & Forbes
(Revlon's principal shareholder) as completing the bulk of
Revlon's capital restructuring. The planned transaction will
stabilize the company's credit profile, significantly reducing
leverage and improving liquidity. The exchange offer for various
publicly held debt issues would further improve the credit
profile. The value of these offers either exceeds or approaches
par based on Revlon's current stock price. These factors are
reflected in Revlon's bonds, which are no longer trading at
distressed levels.

Standard & Poor's will meet with management once the extent of
bondholder acceptance of the exchange offer is determined. The
ratings impact will then be evaluated.


ROBOTIC VISION: Dec. 2003 Shareholder Deficit Narrows to $6.5M
--------------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (RVSI.PK) reported results for
its fiscal year 2004 first quarter ended December 31, 2003.

First quarter revenues were $10,337,000 compared to $10,388,000 in
fiscal 2003's first quarter and $13,500,000 in fiscal 2003's
fourth quarter.  RVSI's net loss in fiscal 2004's first quarter
was $4,637,000, or $0.31 net loss per share; compared to a net
loss of $8,534,000 or $0.70 net loss per share in fiscal 2003's
first quarter; and $3,486,000, or $0.27 net loss per share in
fiscal 2003's fourth quarter.

Orders for the quarter ended December 31, 2003 were $12,533,000,
yielding a book-to-bill ratio of 1.20 to 1.

The above results incorporate consolidated revenues for both the
Semiconductor Equipment Group and Acuity CiMatrix.  All results
are inclusive of unusual gains and losses, and reflect the one-
for-five reverse stock split effected in November 2003.

Robotic Vision Systems' December 31, 2003 balance sheet shows a
working capital deficit $24,420,000. Total stockholders' equity
deficit narrowed to $6,466,000 as compared to $10,450,000 in
September 2003

"We believe the first quarter was the final page of an old story,"
said Pat V. Costa, Chairman and CEO of RVSI.  "Part of our
attention during the quarter was diverted by the need to complete
our line of credit, which we did at the beginning of December.
Moreover, we were not able to convert all of our shippable backlog
into revenue, and we faced long vendor lead times on certain
parts."

"This current quarter is a very different story," Mr. Costa said.
"Through yesterday, incoming orders are more than double the level
of the same time last quarter and, in the current quarter, we know
of few impediments to shipping against backlog.  What's especially
encouraging is that, on the order front at our Semiconductor
Equipment Group, the very strong improvement in the current
quarter comes in spite of the typical two-week shutdown most Asian
test, assembly, and packaging houses take for the lunar new year
in late January or early February."

                     Second Quarter Outlook

"We entered the quarter with backlog of $10.1 million, we believe
we can see bookings in a range of $16 million to $19 million," Mr.
Costa said. "Based on those figures, we believe we can see
recognizable revenue in the March quarter from $15 million to $17
million.  It is clear that this is going to be a quarter of
dramatically improved P&L performance.  We do not promise
operating profitability in this quarter, but neither do we rule it
out."

"Beyond the current quarter, I am extremely encouraged by the
positive direction the business is taking as indicated by the
rising rate of bookings and shipments, and I believe that the
balance of FY04 should show sequential, sustained improvement."

Robotic Vision Systems, Inc. (RVSI) (RVSI.PK) has the most
comprehensive line of machine vision systems available today.
Headquartered in Nashua, New Hampshire, with offices worldwide,
RVSI is the world leader in vision-based semiconductor inspection
and Data Matrix-based unit-level traceability.  Using leading-edge
technology, RVSI joins vision-enabled process equipment, high-
performance optics, lighting, and advanced hardware and software
to assure product quality, identify and track parts, control
manufacturing processes, and ultimately enhance profits for
companies worldwide.  Serving the semiconductor, electronics,
aerospace, automotive, pharmaceutical and packaging industries,
RVSI holds more than 100 patents in a broad range of technologies.
For more information visit http://www.rvsi.comor call (800) 669-
5234.


RURAL/METRO: December 2003 Balance Sheet Upside Down By $210 Mil.
-----------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RURL), a leading national provider
of medical transportation and fire protection services, announced
results for the quarter ended December 31, 2003, the second
quarter of its fiscal 2004.

Net revenue for the second quarter of fiscal 2004 totaled $134.1
million, a 9.3% increase over net revenue of $122.7 million for
the second quarter of fiscal 2003. For the first six months of
fiscal 2004, the company reported $265.9 million in net revenue, a
7.9% increase over the $246.4 million reported for the same period
in fiscal 2003.

For the three months ended December 31, 2003, medical
transportation and related services revenue increased to $114.6
million, or 11.2%, from $103.1 million for the comparable period
ended December 31, 2002. The company attributed the gain primarily
to increases in same-service-area transport volume, new contract
revenue and rate increases. On a same-service-area basis, medical
transportation and related service revenue increased 9.5% over the
previous quarter and 8.6% over the first six months of fiscal
2003.

Income from continuing operations for the fiscal 2004 second
quarter was $2.3 million compared to a loss from continuing
operations of $1.0 million in the same period of fiscal 2003. For
the first six months of fiscal 2004, the company generated income
from continuing operations of $3.4 million, compared with a loss
from continuing operations of $1.4 million for the same period in
fiscal 2003. After considering losses from discontinued operations
of $0.2 million, net income for the period ended December 31, 2003
totaled $2.2 million compared to a net loss of $0.3 million for
the same period in fiscal 2003.

Rural/Metro Corp.'s December 31, 2003 balance sheet shows a total
stockholders' equity deficit of $210,080,000

Jack Brucker, President and Chief Executive Officer, said,
"Throughout the second quarter, we continued to meet our financial
objectives while achieving revenue growth within our core medical
transportation segment. We are pleased with the results and look
forward to building on this level of performance in the future."

Daily cash deposits for the second quarter of fiscal 2004 were
consistent with first quarter results, averaging $1.8 million per
day. Cash collections during the first six months of fiscal 2004
totaled $224.6 million, compared to $220.8 million for the same
period of the prior year.

For the three months ended December 31, 2003, the company
generated $12.3 million in earnings before interest, taxes,
depreciation and amortization (EBITDA), compared to $10.4 million
for the same period of the prior year, an 18.3% improvement. For
the first six months of fiscal 2004, the company reported EBITDA
of $24.4 million, compared with $32.6 million for the same period
of the prior year. The six-month comparison for fiscal 2003
includes a $12.5 million, non-cash gain from the disposal of the
company's Latin American operations. Excluding the Latin American
gain, the company reported year-to-date EBITDA in fiscal 2003 of
$20.1 million.

The company regards EBITDA, which is widely used by analysts,
investors, creditors, and other interested parties, as relevant
and useful information. The company provides this information to
permit a more comprehensive analysis of its ability to meet future
debt service, capital expenditure, and working capital
requirements. Additionally, the company's management uses this
information to evaluate the performance of its operating units.
EBITDA is not intended to represent cash provided by operating
activities as defined by generally accepted accounting principles
and it should not be considered as an indicator of operating
performance or an alternative to cash provided by operating
activities as a measure of liquidity.

Throughout the second quarter and in recent weeks, the company
secured new and renewal contracts among key customers in a variety
of regional service areas. Renewal contracts included exclusive
agreements to provide emergency ambulance transportation in Mesa
and Gilbert, Arizona, as well as Loudon and Franklin counties in
Tennessee. Additionally, the company was awarded a new contract to
provide non-emergency ambulance transportation services to
Marymount Hospital in Cleveland, Ohio.

Brucker continued, "While we continue to execute our hub-and-spoke
strategy to increase top-line growth within established service
areas, we also remain very focused on the profitability of our
existing operations to ensure they are aligned with our business
strategy and can produce long-term growth."

During the second quarter, the company announced that it would
exit from its fire protection services contract in Scottsdale,
Arizona, in 2005. Additionally, during the period, the company
exited from ambulance operations in Galveston County and Borger,
Texas. In addition, the company entered into an agreement to sell
a non-core service area in the Southeast. First-quarter
discontinued operations included Baltimore, Maryland, and Waco,
Texas.

Brucker continued, "Our business activities are in line with our
strategic objectives as we seek to expand our market share in
existing service areas and concentrate on further strengthening
our core business. We look forward to continuing these efforts in
the future as we strive to increase our return on invested capital
by maximizing our presence in growing regional markets, among
other strategies."

The company sustained trends in several of its key operating
statistics in the second quarter, reporting an average EMS patient
charge of $308, compared to $289 in the same period of the prior
year, or an increase of 6.6%. Days' sales outstanding (DSO)
averaged 43 days for the second quarter of fiscal 2004 compared to
42 days in the first quarter of fiscal 2004 and 47 days for the
second quarter of fiscal 2003. The company attributed the slight
increase in DSO to the previously mentioned increase in transport
volume.

Rural/Metro Corporation provides emergency and non-emergency
medical transportation, fire protection, and other safety services
in 24 states and more than 400 communities throughout the United
States. For more information, visit the company's web site at
http://www.ruralmetro.com/.


SAFFRON FUND: Board Backs Liquidation & Dissolution Proposal
------------------------------------------------------------
The Board of Directors of Saffron Fund, Inc. has decided to
recommend the liquidation and dissolution of the Fund at the
upcoming annual general meeting of the Fund. The directors voted
unanimously in favor of the recommendation. The annual general
meeting is currently scheduled for May 13, 2004, with the record
date for that meeting being currently set for April 12, 2004. The
Fund will distribute a proxy statement to stockholders discussing,
among other things, the proposal to liquidate the Fund, which
stockholders should carefully review.

Saffron Fund, Inc. is a closed-end, non-diversified management
investment company.


SALOMON BROS: S&P Hatchets Class B-3 Notes' Rating to D from CCC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-3
from Salomon Brothers Mortgage Securities VII Inc.'s mortgage
pass-through certificates series 1998-AQ1 to 'D' from 'CCC'.
Concurrently ratings are affirmed on seven other classes from the
same series.

The rating on class B-3 is lowered to 'D' due to the $64,620.53
write-down of the class' principal balance and the complete
erosion of the class' credit support (provided by subordination)
as a result of the collateral incurring losses monthly. The
transaction has been realizing net losses averaging approximately
$246,000 per month during the most recent 12 months, with
approximately 3.24% in cumulative realized losses. Total
delinquencies have increased to approximately 17% from
approximately 14.88%, with serious delinquencies (90-plus days,
foreclosure, and REO) increasing to 13.26% from 11.99% during the
same period. The mortgage pool has paid down to approximately
11.97% of its original balance, with approximately 7.02% of the
senior certificates outstanding. Standard & Poor's expects
continued poor performance of the collateral based on the
delinquency profile and will continue to monitor the performance
closely. However, class B-2 has adequate credit support at this
time to maintain its 'A' rating.

The affirmed ratings reflect adequate actual and projected credit
support percentages, despite moderate delinquencies and net
losses.

The collateral consists of 30-year, fixed-rate subprime mortgage
loans secured by first liens on residential properties.

                RATING LOWERED

        Salomon Brothers Mortgage Securities VII Inc.
        Mortgage pass-through certs

                               Rating
        Series     Class   To          From
        1998-AQ1   B-3     D           CCC

                RATINGS AFFIRMED

        Salomon Brothers Mortgage Securities VII Inc.
        Mortgage pass-through certs

        Series     Class                       Rating
        1998-AQ1   A-5, A-6, A-7 XS-N, XS-T    AAA
        1998-AQ1   B-1                         AA
        1998-AQ1   B-2                         A


SIRIUS SATELLITE: S&P Rates New $250M Convertible Notes at CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
Sirius Satellite Radio Inc.'s new $250 million convertible notes
due 2009.

At the same time, Standard & Poor's affirmed its existing ratings,
including its 'CCC' corporate credit rating, on the satellite
radio broadcaster. The outlook is stable. The New York, New York-
based firm has approximately about $450 million in debt.

"The company is expected to use the proceeds for general corporate
purposes, including expanding distribution and product
development," according to Standard & Poor's credit analyst Steve
Wilkinson. He noted, "The added liquidity is important to ratings
stability given the considerable cash being consumed as Sirius
works to accelerate subscriber growth."

Sirius' growth has picked up but it continues to trail XM
Satellite Radio Inc. in adding new subscribers. Sirius had 261,061
subscribers as of Dec. 31, 2003. The company is taking steps to
improve the availability of its service. On February 12, Sirius
announced multi-year distribution agreements with Echostar
Communications Corp. and RadioShack Corp., each of which will
start selling co-branded boom-box and plug & play units in
mid-2004. These agreements will more than triple the distribution
outlets marketing Sirius' service. The Echostar deal will also
give Sirius' service exposure by providing it free of charge to
more than 6 million of its premium subscribers and through joint
marketing efforts. These deals should help growth and prompted
Sirius to raise its 2004 subscriber growth target by 23% and its
expected year-end subscriber count to 1 million.

The stable outlook reflects the near-term flexibility provided by
Sirius' liquid assets and some progress with key operational
issues. Rating stability hinges on maintaining sizable liquid
assets and continuing progress in building its subscriber base.


SIRIUS SATELLITE: Prices Convertible Notes Offering
---------------------------------------------------
SIRIUS Satellite Radio (Nasdaq: SIRI) announced that it priced an
offering of $250 million of 2-1/2% Convertible Notes due 2009, to
a qualified institutional buyer pursuant to Rule 144A under the
Securities Act of 1933.  In addition, Sirius has granted the
initial purchaser a 30-day option to purchase up to an additional
$50 million principal amount of the notes.

Each $1,000 in principal amount of the notes will be convertible,
at the option of the holder, into 226.7574 shares of SIRIUS'
common stock, an effective price of $4.41 per share.  SIRIUS plans
to use the net proceeds 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.


SMITHFIELD FOODS: Will Host 3rd Quarter Conference Call on Feb. 24
------------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) will announce its fiscal 2004
third quarter earnings on Tuesday, February 24, before the market
opens. The company will host a conference call at 10:00 a.m.,
Eastern Standard Time, Tuesday, February 24, to discuss third
quarter results.

The call can be accessed live on the Internet at Vcall,
http://www.vcall.com/CEPage.asp?ID=86021.The webcast will be
archived on the Smithfield Foods web site,
http://www.smithfieldfoods.com/investor/calls.

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


STATION CASINOS: Sets Up Rule 105b5-1 Trading Plans for Officers
----------------------------------------------------------------
Frank J. Fertitta III, Chief Executive Officer, Stephen L.
Cavallaro, Executive Vice President and Chief Operating Officer
and William W. Warner, Executive Vice President and Chief
Development Officer of Station Casinos Inc., have entered into
Rule 10b5-1 trading plans to sell up to 775,000, 180,000 and
115,600 shares, respectively, of the Company's common stock upon
the exercise of certain options.  Portions of the shares may be
sold any time the stock achieves certain prearranged minimum
prices and may take place beginning on January 30, 2004, and
ending on June 30, 2004, for Frank J. Fertitta III, and beginning
on January 30, 2004, and ending on July 20, 2004, for Stephen L.
Cavallaro, and beginning on January 30, 2004, and ending on
January 31, 2005, for William W. Warner, unless sooner terminated.

The Executive Officers will have no control over the timing of any
sales under the respective plans and there can be no assurance
that the shares covered by the plans actually will be sold.  The
Executive Officers entered into the plans in order to diversify
their financial holdings, although they will continue to have a
significant ownership interest in the Company.

These trading plans are intended to comply with Rule 10b5-1 of the
Securities Exchange Act of 1934, as amended, and the Company's
insider trading policy.  Rule 10b5-1 allows corporate insiders to
establish prearranged written plans to buy or sell a specified
number of shares of a company stock over a set period of time.  A
plan must be entered into in good faith at a time when the insider
is not in possession of material, nonpublic information.
Subsequent receipt by the insider of material, nonpublic
information will not prevent transactions under the plans from
being executed.

Station Casinos, Inc. (S&P, BB Corporate Credit Rating, Stable
Outlook) is the leading provider of gaming and entertainment to
the residents of Las Vegas, Nevada.  Station's properties are
regional entertainment destinations and include various amenities,
including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as
traditional casino gaming offerings such as video poker, slot
machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino and Fiesta Henderson Casino Hotel in Henderson, Nevada.
Station also owns a 50 percent interest in both Barley's Casino &
Brewing Company and Green Valley Ranch Station Casino in
Henderson, Nevada and a 6.7 percent interest in the Palms Casino
Resort in Las Vegas, Nevada.  In addition, Station manages the
Thunder Valley Casino in Sacramento, California on behalf of the
United Auburn Indian Community.


STOLT OFFSHORE:  Completes $100 Million Private Placement
---------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO)
announced that the company has closed a financing transaction with
European investors through a private placement of 45.5 million new
Common Shares at a subscription price of $2.20 per share,
resulting in gross proceeds to the Company of approximately $100
million before expenses. Further, the Company expects to raise up
to $50 million in a subsequent issue. The net proceeds from these
two issues will be used as security for the new bonding facility
referred to below, working capital, prepayment of existing debt
and/or general corporate purposes.

The new Common Shares will not be admitted for listing on the Oslo
Stock Exchange until a prospectus has been filed with and approved
by the Oslo Stock Exchange, which is expected to occur as soon as
practicable.

Stolt Offshore has also issued 17 million new Common Shares to
Stolt-Nielsen Transportation Group Ltd (SNTG), a subsidiary of
Stolt-Nielsen S.A., upon conversion of all outstanding Class B
Shares to Common Shares.

Furthermore, SNTG has irrevocably undertaken to the Company that
it will convert $50 million of subordinated debt owed to it into
22,727,272 new Common Shares at the same subscription price of
$2.20 per share.

Stolt Offshore has also secured a new bonding facility of $100
million, a condition of the closing of the equity placement, and
has reached agreement with its bank syndicate on more appropriate
covenants for the remainder of the debt term.

Tom Ehret, Chief Executive Officer said, "The receipt of $100
million of new equity and a $100 million bonding facility is an
important milestone in Stolt Offshore's financial recovery. The
support of our clients as well as our major creditors, led by
HSBC, has been an important factor over the past six months and we
are pleased to be returning to a more routine operating
environment."

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

                        *    *    *

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

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


SUPERIOR ESSEX: SEC Declares Registration Statement Effective
-------------------------------------------------------------
Superior Essex Inc. (Pink Sheets: SESX.PK) announced that the
Securities and Exchange Commission has declared effective the
Company's Registration Statement on Form 10 covering its shares of
common stock.  The Company expects its common stock to begin
trading in the near future on the Over-the-Counter Bulletin Board
under the symbol SPSX.OB.

The Company also stated that it intends to seek a listing on The
NASDAQ National Market as soon as it meets the listing
requirements for minimum round lot shareholders.

                    About Superior Essex

Superior Essex Inc. is one of the largest North American wire and
cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior Essex manufactures a broad
portfolio of wire and cable products with primary applications in
the communications, magnet wire, and related distribution markets.
The Company is a leading manufacturer and supplier of copper and
fiber optic communications wire and cable products to telephone
companies, distributors and system integrators; a leading
manufacturer and supplier of magnet wire and fabricated insulation
products to major original equipment manufacturers (OEM) for use
in motors, transformers, generators and electrical controls; and a
distributor of magnet wire, insulation, and related products to
smaller OEMs and motor repair facilities.  Additional information
can be found on the Company's web site at
http://www.superioressex.com/

                         *    *    *

As reported in the Troubled Company Reporter's January 16, 2004
edition,  Standard & Poor's Ratings Services assigned its 'B+'
corporate credit rating to Atlanta, Ga.-based Superior Essex Inc.
Standard &  Poor's also assigned its 'BB' senior secured bank loan
rating to the $120 million senior secured revolving credit
facility, maturing in 2007, and its 'B+' rating to the $145
million second-priority secured notes due 2008.

Superior Essex Communications LLC and Essex Group Inc., the
operating subsidiaries of Superior Essex Inc., are co-borrowers of
the credit facility and co-issuers of the notes. Superior Essex
Inc. is a guarantor of the notes co-issued by the two operating
subsidiaries.


TRANSWESTERN PUBLISHING: S&P Assigns Lower-B Level Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured debt ratings to TransWestern Publishing Co. LLC's planned
$65 million seven-year senior secured revolving credit and $400
million seven-year senior secured tranche B term loan facilities.
At the same time, recovery ratings of '4' were assigned to these
facilities. The 'BB-' ratings are the same as the company's
corporate credit rating; this and the '4' recovery ratings
indicate a marginal recovery (25%-50%) of principal in the event
of a default.

Standard & Poor's also assigned its 'B' senior secured debt rating
and its recovery rating of '5' to the company's planned $200
million eight-year senior second priority secured term loan
facility. The 'B' rating is two notches lower than the corporate
credit rating; this and the '5' recovery rating indicate that the
second priority debt holders can expect negligible recovery (0%-
25%) of principal in the event of a default.

Proceeds from these new credit facilities will be used to repay
TransWestern's existing indebtedness, consisting of the
outstanding credit facility and 9.625% senior subordinated notes
due 2007, and to pay a dividend of about $200 million to the
company's current equity holders.

In addition, Standard & Poor's affirmed its 'BB-' corporate credit
and senior secured debt and 'B' subordinated debt ratings on
TransWestern. The outlook is negative. Headquartered in San Diego,
California, the company will have roughly $600 million of debt
outstanding following the transaction.

"TransWestern's pro forma financial profile is not indicative of
the 'BB-' corporate credit rating. However, it is expected to get
there in coming years," said Standard & Poor's credit analyst
Donald Wong. The debt to EBITDA measure is expected to decline
sharply in 2004 as a result of the combination of lower debt and
higher EBITDA levels. In addition, the company is expected to use
most, if not all, of its free operating cash flow for debt
reduction in the intermediate term.


UBIQUITEL INC: Unit Prices $270 Million Offering of Senior Notes
----------------------------------------------------------------
UbiquiTel Inc. (Nasdaq: UPCS), a PCS Affiliate of Sprint,
announced that its wholly owned subsidiary, UbiquiTel Operating
Company, has priced an offering of $270 million of senior notes
due 2011 in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended.  The
notes will be issued at a price of 98.26% and pay interest semi-
annually at a coupon rate of 9.875%.

UbiquiTel intends to use the proceeds, net of transaction costs,
to repay and terminate the $230 million outstanding borrowings
under its senior secured credit facility, to redeem $14.5 million
principal amount of its 14% Series B senior discount notes due
2008 for $12.5 million, to purchase and retire $16 million
principal amount of its outstanding 14% senior discount notes due
2010for $15.2 million.

The transaction is expected to settle on or about February 23,
2004.

The senior notes are being offered solely to qualified
institutional buyers in reliance on Rule 144A of the Securities
Act of 1933, as amended, and to non-U.S. persons in reliance on
Regulation S under the Act.

                     About UbiquiTel Inc.

UbiquiTel is the exclusive provider of Sprint digital wireless
mobility communications network products and services under the
Sprint brand name to midsize markets in the Western and Midwestern
United States that include a population of approximately 10.0
million residents and cover portions of California, Nevada,
Washington, Idaho, Wyoming, Utah, Indiana and Kentucky.

                      *    *    *

As reported in the Troubled Company Reporter's February 10, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC'
rating to UbiquiTel Operating Co.'s $250 million senior unsecured
notes due 2011, issued under Rule 144A with registration rights.
UbiquiTel Operating Co. is a subsidiary of UbiquiTel Inc., a
Sprint PCS affiliate.

Simultaneously, Standard & Poor's revised the rating on UbiquiTel
Operating Co.'s existing senior unsecured debt to 'CCC' from 'CC'
due to the lower amount of priority obligations in the company's
capital structure as a result of this transaction. The 'CCC' bank
loan rating on UbiquiTel Operating Co. was withdrawn as a result
of this transaction.

All other outstanding ratings on UbiquiTel and the operating
company, including the 'CCC' corporate credit rating, were
affirmed. The outlook was revised to positive from developing.


UAL CORP: Flight Attendants' Union Seeks to Appoint Examiner
------------------------------------------------------------
The Association of Flight Attendants - Communications Workers of
America, AFL-CIO, representing current and retired United Flight
Attendants, asks Judge Wedoff to appoint an examiner to
investigate allegations that United Airlines Inc. has "engaged in
a scheme to intentionally mislead thousands of flight attendants
into ending their careers and retiring early, defrauding them out
of their retirement benefits."

Robert S. Clayman, Esq., at Guerrieri, Edmond & Clayman, in
Washington, D.C.,  says that, while the Debtors were encouraging
flight attendants to retire before July 1, 2003, to receive
certain health benefits, they were planning to cut those same
benefits.  This posture induced 2,100 flight attendants to retire
early.  During this "unprecedented exodus," the Debtors publicly
extolled the success of their reorganization efforts but
privately plotted to reduce retiree health benefits.

Meanwhile, the flight attendants agreed to the Debtors' drastic
cost reductions, which ultimately entailed $314,000,000 in AFA
concessions.  It was expressly agreed that any increases to
retiree health care costs would apply only to flight attendants
who retired after July 1, 2003.

According to Mr. Clayman, appointment of an examiner is warranted
because the Debtors fraudulently concealed their scheme until
after the July 1, 2003 deadline.  The Debtors had an obligation
to advise their flight attendants that the contemplated Section
1114 Motion was not just a possibility, but a likelihood.
Despite numerous opportunities, the Debtors never advised the
flight attendants that if they elected to retire before the
deadline, more comprehensive and affordable health benefits would
soon evaporate.

Mr. Clayman alleges that the Debtors abused Sections 1113 and
1114 of the Bankruptcy Code.  The Debtors used Section 1113 to
coerce employees into accepting draconian wage cuts.  Once this
process was concluded, the Debtors focused on Section 1114 to
reverse the benefit advantage that enticed thousands of flight
attendants to retire early.  As a steady stream of positive news
on the Debtors' improving financial condition came out, the
Debtors never advised the AFA that they were preparing a Section
1114 strategy.

According to Section 1104(c), where the public record
substantiates "allegations of fraud, dishonesty, incompetence,
misconduct, mismanagement or irregularity" by a debtor, the
Bankruptcy Code mandates the appointment of an examiner to
investigate the allegations.

While standing by this public fraud, the Debtors silently watched
a parade of 2,100 of their most senior, highest-paid flight
attendants walk out their door under the belief that by ending
their careers now, they would be securing less expensive and more
comprehensive health benefits in the future.

Mr. Clayman states that the Debtors and their attorneys lack the
requisite independence to impartially report to the Court on
these claims.  A neutral court-appointed examiner can fairly
investigate and assess the evidence and recommend the appropriate
relief.  Only an independent examiner is qualified to:

   (1) investigate the AFA's allegations;

   (2) determine when the Debtors had reason to believe that a
       Section 1114 Motion was more than a possibility, but a
       likelihood; and

   (3) recommend appropriate relief. (United Airlines Bankruptcy
       News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


UNITEDGLOBALCOM: Raises About $1 Billion From Rights Offering
-------------------------------------------------------------
UnitedGlobalCom, Inc. (UGC) (Nasdaq: UCOMA), announced the
preliminary results of its previously announced rights offering,
which expired in accordance with its terms at 5:00 p.m., New York
City time, February 12, 2004.  UGC will receive gross proceeds of
approximately $1 billion from the offering, which was
fully-subscribed.

The subscription agent for the Class A rights offering has
informed UGC that Class A rightsholders have subscribed for
approximately 63.7 million shares of UGC Class A common stock
pursuant to the basic subscription privilege and approximately
66.8 million shares of UGC Class A common stock pursuant to the
oversubscription privilege.  Due to the substantial
oversubscription, UGC will issue 100% of the approximately 83.0
million shares of the UGC Class A common stock offered in the
rights offering.  Class B and Class C rightsholders have
subscribed for approximately 2.3 million shares of UGC Class B
common stock and approximately 84.9 million shares of UGC Class C
common stock, which represents 100% of the UGC Class B and Class C
common stock offered in the rights offering.

Shares of UGC Class A common stock requested pursuant to the
oversubscription privilege will be allocated among the
approximately 19.3 million shares of UGC Class A common stock
available to satisfy oversubscription requests in accordance with
the proration procedures described in the prospectus for the
rights offering.  The final allocation will be publicly announced
shortly after it is determined.

UGC is the largest international broadband communications provider
of video, voice, and Internet services with operations in numerous
countries. Based on the Company's operating statistics at
September 30, 2003, UGC's networks reached approximately 12.6
million homes passed and 9 million RGUs, including approximately
7.4 million video subscribers, 717,900 voice subscribers, and
868,000 high speed Internet access subscribers. The company filed
for Chapter 11 relief on January 12, 2004, (Bankr. S.D.N.Y Case
No. 04-10156).


WOODMERE CHINA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Woodmere China, Inc.
        207 Black Angus Court
        Millersville, Maryland 21108

Bankruptcy Case No.: 04-10704

Type of Business: The Debtor is a supplier of creative tabletop,
                  giftware products and dinnerware for the
                  home. See http://www.woodmerechina.com/

Chapter 11 Petition Date: January 12, 2004

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Alan M. Grochal, Esq.
                  Tydings and Rosenberg
                  100 East Pratt Street, Fl. 26
                  Baltimore, MD 21202
                  Tel: 410-752-9700
                  Fax: 410-727-5460

Total Assets: $889,741

Total Debts:  $3,430,000

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Sterling/Carl Marks                      $1,757,265
175 Great Neck Road
Great Neck, NY 11021

MAI Trust                                  $442,794
c/o Glo Resources
20 Stamoix Street
Suite 620
Pittsburgh, PA 15222

Santa Anita                                 $39,084

Product Asia/Volume Tableware               $34,398

Revol                                       $20,558

RJ/GL Bruce Porperty                        $20,229

Ellin & Tucker, Chartered                   $18,000

Doreen Vitullo                              $17,434

Adams Burch                                 $16,103

Balph, Nicolls, Mitsos, Flannery            $10,135
& Clark

Solex Trading GMBH                           $9,944

National City Complete Lease                 $9,647

Harold Import Co.                            $5,616

R. Campbell & Associates                     $4,809

Bel-Terr Decorating                          $4,741

Gary Felasco                                 $4,634

Penna Power Company                          $4,472

Packer Thomas                                $3,650

Forlenza & Associates                        $3,638

Bruce & Merrilees                            $2,646


WORLDCOM/MCI: WCOEQ & MCWEQ Shares May be Cancelled by April 30
---------------------------------------------------------------
Parker & Waichman (http://www.worldcomstockfraud.com)announces
that shares of MCI WorldCom (WCOEQ, MCWEQ & MCIAV) trading under
the symbols (Nasdaq:WCOEQ) and (Nasdaq:MCWEQ) will likely be
cancelled before April 30, 2004.

The anticipated delay in the cancellation of these shares is a
result of MCI WorldCom filing a request with the U.S. Bankruptcy
Court for a 60 day extension. MCI WorldCom's previous deadline to
emerge from bankruptcy was February 28, 2004. When MCI WorldCom
emerges from bankruptcy it is likely that the shares of WCOEQ and
MCWEQ will be cancelled and new shares of the company will be
issued, leaving existing shareholders with stock of little or no
value. These "new" shares are currently trading on a "when issued"
basis under the symbol MCIAV. MCI WorldCom shareholders can
request a free lawsuit case evaluation at
http://www.worldcomstockfraud.com/and
http://www.worldcomemployeelawsuit.com/

Parker & Waichman is currently representing over 2,000 current and
former MCI and WorldCom shareholders. These retained clients
consist of Salomon Smith Barney clients who purchased shares of
WorldCom or MCI securities, current and former WorldCom or MCI
employees and clients of any brokerage firm that lost at least
$300,000 on WorldCom or MCI securities. Many of these clients
qualified as members of the WorldCom class action lawsuit but have
decided to opt-out of that lawsuit to pursue individual claims.
Parker & Waichman continues to offer free lawsuit case evaluations
at: http://www.worldcomstockfraud.comand
http://www.worldcomemployeelawsuit.com.

Parker & Waichman continues to believe that many current and
former WorldCom and MCI shareholders may be better served by
opting-out of the WorldCom class action lawsuit to pursue
individual claims. Current and former WorldCom and MCI
shareholders and employees can visit
http://www.worldcomstockfraud.comand
http://www.worldcomclassaction.comto view and download the
WorldCom class action opt-out form, "Notice of Class Action."
Current and former WorldCom and MCI shareholders who do not
specifically opt-out of the class action by filing the required
form or information are automatically included in the class action
lawsuit. For more information on Parker & Waichman, LLP please
visit: http://www.yourlawyer.comor call 1-800-LAW-INFO. Current
and former shareholders are also encouraged to visit:
http://www.injurytalk.com


WR GRACE: Seeks to Extend Plan-Filing Exclusivity to Aug. 1, 2004
-----------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates ask Judge Fitzgerald to
extend their exclusive periods to file a plan of reorganization
through August 1, 2004 and to solicit acceptances of that plan
through October 1, 2004.

David W. Carickhoff, Esq., at Pachulski Stang Ziehl Young &
Jones, reminds the Court that these Chapter 11 cases were filed
as a result of mounting asbestos-related litigation liabilities
rather than as a result of difficulties with the Debtors' core
businesses.  Defining these liabilities, then providing for
payment of valid claims on a basis that preserves the Debtors'
core business operations is a complex process.  Given its nature,
this process could require significant litigation, which will
take time.

Considering the strength of their core businesses, the Debtors
contend that they will be able to file a viable plan of
reorganization in due course as the procedures for addressing the
asbestos-related claims unfold.  Amid intense opposition from the
Asbestos Committees over the process to be employed, the Debtors
have put into place a case management schedule that will
establish a system to efficiently manage the adjudication of the
myriad of asbestos-related claims against their estates.

A further extension of the Debtors' exclusive periods will not
harm creditors and other parties-in-interest, Mr. Carickhoff
assures the Court.  Indeed, Mr. Carickhoff says, termination of
the exclusive periods would defeat the very purpose behind
Section 1121 of the Bankruptcy Code, which is to afford the
Debtors a meaningful and reasonable opportunity to negotiate with
their creditors and to then propose and confirm a consensual plan
of reorganization.  Mr. Carickhoff contends that termination of
the exclusive periods would signal a loss of confidence in the
Debtors and their reorganization efforts.  "The Debtors' core
businesses would deteriorate, value would evaporate, and
everybody would lose," Mr. Carickhoff says.

Mr. Carickhoff notes that extensions of the exclusive periods are
typical in multi-billion-dollar Chapter 11 cases in Delaware,
like In re Harnischfeger Industries, Inc., Bankr. Case No. 99-
2171 (PJW) (multiple extensions totaling 20 months); In re Loewen
Group Int'l, Inc., Bankr. Case. No. 99-1244 (PJW) (exclusive
periods extended for 19 months); In re Montgomery Ward Holding
Corp., Bankr. Case No. 97-1409 (PJW) (exclusive periods extended
for 21 months); and In re Trans World Airlines, Inc., Bankr. Case
No. 02-115 (HSB) (exclusivity extended for 20 months).

Mr. Carickhoff further relates that the uncertainty surrounding
the controversy over Judge Wolin's participation in these cases
have had an effect on the Debtors' ability to file a plan.  The
Debtors have worked diligently in conjunction with a number of
constituencies in these Chapter 11 cases to advance the Chapter
11 cases, and, as a result, substantial progress has been made in
establishing a framework within which to resolve the Actions and
various other claims against the Debtors.  There have been a
number of developments that have impeded the Debtors' progress
toward establishing the framework to deal with asbestos-related
Personal Injury Claims against the Debtors.

Moreover, the "Science Trial" regarding factual questions about
the scientific risks of Zonolite Attic Insulation remains to be
completed.  The "Science Trial" was scheduled to commence on
February 9, 2004, but was cancelled.  The parties continue
settlement negotiations in an effort to resolve the issues;
however, at present, the ZAI issues remain unresolved.

The Debtors and their professionals are in the process of
reviewing the filed claims and preparing claims objections.  A
Personal Injury Claims bar date, however, has yet to be set, and
other related issues raised by the Debtors' case management
motions also remain unresolved.  The Debtors and other
constituents have briefed Judge Wolin on how best to resolve the
Personal Injury Claims and the procedures for doing so.

Mr. Carickhoff also relates that the parties in the fraudulent
transfer action filed by the official asbestos committees against
Sealed Air Corporation in these Chapter 11 cases have reached a
settlement.  The Debtors are continuing to negotiate with the
other parties not included in the settlement; however, Judge
Wolin also has jurisdiction over the fraudulent transfer action.
Therefore, approval of the settlement might also be delayed until
the recusal issue is finally resolved.

                          *     *     *

Judge Fitzgerald will convene a hearing on March 22, 2004 to
consider the Debtors' request.  By application of Del.Bankr.L.R.
9006-2, the Debtors' exclusive period to file a plan of
reorganization is automatically extended through the conclusion
of that hearing. (W.R. Grace Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
AK Steel Holdings       AKS         (53)       5,025      579
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,036)       2,162      568
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Cedara Software         CDE          (2)          20      (12)
Choice Hotels           CHH        (114)         314      (37)
Compass Minerals        CMP         (90)         644      101
Columbia Laboratories   COB          (8)          13        5
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,206)       6,210    1,674
Deluxe Corp             DLX        (298)         563     (309)
D&B Corp                DNB         (19)       1,528     (104)
Education Lending Group EDLG        (26)       1,481      N.A.
Eyetech Pharma          EYET        (78)          76       62
First Potomac           FPO          (1)         126      N.A.
WR Grace & Co.          GRA        (222)       2,688      587
Graftech International  GTI        (351)         859      108
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,747    2,818
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
Nuvelo Inc.             NUVO         (4)          27       21
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (498)       1,144      201
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (2,830)      29,345     (475)
Quality Distribution    QLTY       (126)         387       19
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (619)       1,020      728
Silicon Graphics        SGI        (165)         650        1
Sigmatel Inc.           SGTL         (4)          18       (1)
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
Universal Technical     UTI         (36)          84       29
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Aileen M.
Quijano and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***