TCR_Public/040218.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 18, 2004, Vol. 8, No. 34

                           Headlines

ABITIBI-CONSOLIDATED: Will Present at CIBC Conference Tomorrow
ADVENTURE WORLD: Voluntary Chapter 11 Case Summary
AHOLD: Implementing Tabaksblat Corp. Governance Recommendations
AIR CANADA: Court Gives Go-Signal for Grievance Claim Procedures
AK STEEL: James W. Stanley, VP of Safety and Health, to Retire

AMERICAN ENTERPRISE.COM: Brings-In Aidman Piser as New Auditor
AMES DEP'T: Vendor Action Service Period Stretched to March 10
APARTMENT INVESTMENT: Declares Dividends on Preferred Stock
ASPECT COMMUNICATIONS: Commences Public Offering of Common Shares
ASTROCOM CORP: Perkins Capital Discloses 10.5% Equity Interest

AURORA FOODS: Modifies First Amended Reorganization Plan
AVADO BRANDS: Seeks Nod to Employ Cox & Smith as Co-Counsel
BOSTON HEART: Case Summary & 20 Largest Unsecured Creditors
BROOKFIELD GROUP: Case Summary & 113 Largest Unsecured Creditors
BUDGET GROUP: Court Gives Nod for BRAC & BRACII Settlement Pact

DYNEGY INC: Elects to Expand Business Relationship with CyrusOne
DYNTEK: Secures $3.5MM Financing from Private Placement Offering
ELAN: Executive VP Seamus Mulligan Leaving After Restructuring
EL PASO: Sells El Paso Oil & Gas Canada, Inc. for $346 Million
ENCOMPASS: Demands Recovery of $217K Cash True-Up from Oil Capital

ENRON: Obtains Clearance for Employee Claims Settlement Protocol
ENRON: Seeks Nod to Start Pension Plan Termination Proceedings
EXCALIBUR IND: Shoos Away Cross & Installs Malone as New Auditor
EXIDE TECH: Court Okays Monroe Mendelsohn's Retention as Expert
EXTENDICARE: Sells 2 Ontario Facilities to Chartwell for $19.6MM

EXTENDICARE: Will Pay Series 1 Preferreds' Dividend on Mar. 15
FACTORY 2-U: Seeks to Obtain 45 Million Postpetition Facility
FORD MOTOR: Elects Stephen G. Butler to Board of Directors
GADZOOKS INC: Asks Permission to Employ Akin Gump as Counsel
GADZOOKS INC: Great American Group Commences Store Closings

GARDEN RIDGE: Gets Okay to Appoint Altman Group as Claims Agent
GLOBAL CROSSING: Judge Gerber Disallows Three EXDS Lessor Claims
GREAT LAKES AVIATION: Reports Improved January 2004 Traffic
HASKELL LIMITED: Case Summary & 20 Largest Unsecured Creditors
HAYNES INT'L: Extends Collective Bargaining Pact Through 2007

HOT 'N NOW, LLC: Case Summary & 20 Largest Unsecured Creditors
IT GROUP: Occidental Chemical Asks Okay to File Protective Claim
IVACO INC: Canadian Court Extends CCAA Protection to April 2, 2004
JACKSON PRODUCTS: Signs-Up Houlihan Lokey as Investment Banker
KMART: Wants $4 Million Duplicate & Redundant Claims Disallowed

KPT INC: Case Summary & 20 Largest Unsecured Creditors
LENNOX INTL: Names William F. Stoll, Jr. New Chief Legal Officer
LES BOUTIQUES: Closes San Francisco Banner Sale to Marie Claire
MAGELLAN: Gets Go-Ahead to Settle Universal Health & UHS Claims
MAGELLAN HEALTH: Names William McBride to Board Of Directors

MAIN STREET BREWING: Chapter 11 Voluntary Case Summary
MBCSM CORP: Voluntary Chapter 11 Case Summary
MEDINEX SYSTEMS: Annual Shareholders' Meeting Slated for Mar. 22
MID-ATLANTIC: Case Summary & 20 Largest Unsecured Creditors
MIRANT: Woos Court to Extend McKinsey's Employment to May 31, 2004

MTS INCORPORATED: Gets Approval to Appoint Berger as Claims Agent
NASH FINCH: Patitucci Joins Company as Executive VP -- Marketing
NASH FINCH: Q4 and Fiscal 2003 Conference Call Set for Feb. 26
NATIONAL BENEVOLENT: Files for Chapter 11 Protection in W.D. Tex.
NAVISTAR INTL: Schedules Q1 Conference Call Web Cast February 23

NETDRIVEN SOLUTIONS: Dec. Net Capital Deficit Widens to $1.8MM
NEVADA STAR: Shareholders Okay New Directors & Stock Option Plan
NEXTWAVE: FCC Approves Cingular Wireless' Bid to Buy Licenses
NOVA CHEM: To Present at Morgan Stanley Conference on Feb. 24
ONE PRICE: Plans Layoffs & Asset Sales to Maximize Estate's Value

O'SULLIVAN INDUSTRIES: Revises Q2 2004 and Year To Date Results
OWENS: Receives Go-Ahead to Acquire Plant Equipment for $13.3MM
PG&E NAT'L: ET Power Obtains Stay Lift to Set Off PJM Claim
RADIO UNICA: Kellogg Capital Discloses 5.64% Equity Stake
RICHARD-JAMES INC: Voluntary Chapter 11 Case Summary

SEMCO ENERGY: Records FY 2003 Net Loss of $30 Million
SHAW: Unit Retrofits Duke Power Station for Cleaner Air Emissions
SOLUTIA INC: Nylon Fiber Price to Increase by 8% in March
STOLT OFFSHORE: Today's Q4 Conference Call Time Revised to 3 PM
STONE CREEK: Case Summary & 20 Largest Unsecured Creditors

THAXTON GROUP: Elects New Set of Board Members
TRAVEL PLAZA: Creditors to Hold First Meeting on March 10
UNITED AIRLINES: Seeks Court Nod to Assume Agreement with Pratt
US HORTICULTURAL: Case Summary & 13 Largest Unsecured Creditors
US UNWIRED: Schedules Fourth Quarter Conference Call for March 2

US UNWIRED: Cingular Acquires Customers & Cellular Operations
VASP INVESTMENTS: List of 20 Largest Unsecured Creditors
VERTICALNET: Jeffrey Thorp IRA Rollover Reports 7.8% Equity Stake
WORLDSPAN: Michael Wood Appointed Chief Financial Officer

* Upcoming Meetings, Conferences and Seminars

                          *********

ABITIBI-CONSOLIDATED: Will Present at CIBC Conference Tomorrow
--------------------------------------------------------------
Abitibi-Consolidated Inc. (NYSE: ABY,TSX: A) Senior Vice-
President, North American Newsprint Operations, Thor Thorsteinson,
will make a presentation at the Seventh Annual CIBC World Markets
Institutional Investor Conference in Whistler, British Columbia,
tomorrow, February 19, 2004, at 3:30 p.m. PST (6:30 p.m. EST).

The presentation will be webcast live and an archived copy will
remain available on Abitibi-Consolidated's web site for 90 days.
Interested parties are invited to listen by using the link
provided on the investor relations page of Abitibi-Consolidated's
web site ( http://www.abitibiconsolidated.com/).

Abitibi-Consolidated (Moody's, Ba1 Outstanding Debentures
Rating) is the world's leading producer of newsprint and
uncoated groundwood (value-added groundwood) papers as well as a
major producer of wood products, generating sales of $ 4.8 billion
in 2003. With 16,000 employees, excluding Pan Asia Paper Co. Pte
Ltd (PanAsia), the Company does business in more than 70
countries. Responsible for the forest management of 18 million
hectares, Abitibi-Consolidated is committed to the sustainability
of the natural resources in its care. The Company is also the
world's largest recycler of newspapers and magazines, serving 17
metropolitan areas with more than 11,200 Paper Retriever(R)
collection points and 14 recycling centres in Canada, the United
States and the United Kingdom.

Abitibi-Consolidated operates 27 paper mills, 21 sawmills, 4
remanufacturing facilities and 1 engineered wood facility in
Canada, the U.S., the UK, South Korea, China and Thailand.


ADVENTURE WORLD: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Adventure World, Inc.
        33 Great Road
        Shirley, Massachusetts 01464

Bankruptcy Case No.: 04-40206

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Adventure World RU, Inc.                   04-40207

Type of Business: The Debtor offers sales and repairs of
                  Recreational vehicles.

Chapter 11 Petition Date: February 16, 2004

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Steven A. Kressler, Esq.
                  Kressler & Kressler, P.C.
                  11 Pleasant Street, Suite 200
                  Worcester, Massachusetts 01609
                  Tel: 508-791-8411

                          Estimated Assets      Estimated Debts
                          ----------------      ---------------
Adventure World, Inc.     $1 M to $10 M         $1 M to $10 M
Adventure World RU, Inc.  $100,000 to $500,000  $1 M to $10 M

The Debtor did not file a list of it's 20-largest creditors


AHOLD: Implementing Tabaksblat Corp. Governance Recommendations
---------------------------------------------------------------
Ahold announced plans with regard to the recommendations of the
Dutch Tabaksblat Committee on corporate governance. The company
has developed far-reaching proposals which will be discussed in an
Extraordinary General Meeting of Shareholders on March 3, 2004.
Key among these is more say for shareholders on crucial issues
such as voting rights. The agenda for this meeting has been
published in various Dutch national newspapers and on Ahold's Web
site at http://www.ahold.com/

Remarks by Ahold President & CEO Anders Moberg:

"With these proposals we reaffirm our strong commitment to
corporate governance throughout the new Ahold," said Ahold
President & CEO Anders Moberg, referring to this new milestone in
Ahold history. "Instead of waiting until next year before
reporting on the company's 2004 corporate governance policy, we
decided to announce our position today. The proposed changes to
the Articles of Association, the rules for the Supervisory Board
and its committees (audit committee, remuneration committee and
selection and appointment committee) and the rules for the
Executive Board, as well as the proposed general remuneration
policy, substantially satisfy the requirements of the Tabaksblat
code."

Moberg emphasized that Ahold is the first company in the
Netherlands to convene a shareholders' meeting devoted to
corporate governance. "Jointly, Ahold and its shareholders can
face the future with a confidence born of transparency and
constructive cooperation," he commented.

Peter Wakkie, Corporate Executive Board member and Chief Corporate
Governance Counsel, defines Ahold's implementation of the 'comply
or explain' principle. "Before largely adopting the Tabaksblat
Committee's recommendations, we reviewed in detail all the
implications and came to the conclusion that the company's
Articles of Association had to be amended in some areas.
Shareholders will have every opportunity to express their point of
view during the March 3, 2004, meeting. In a number of cases, the
Tabaksblat code prescribes information that should be included in
the annual report. Obviously, Ahold can only comply with those
recommendations at the time of release of its 2003 annual report
and, where necessary, in 2004."

Wakkie, the architect of Ahold's new corporate governance
structure, summarized the following proposed changes:

1. Enlargement of shareholder rights

   * The authority of the general meeting of shareholders to take
     important decisions - including the appointment and removal
     of Executive Board members and Supervisory Board members and
     the amendment of the Articles of Association - has been
     enlarged substantially. This is in accordance with the
     Tabaksblat code, par. IV.1.1.

    * The new arrangement can be found in the following provisions

      of the proposed Articles of Association: art. 16.5, 16.6,
      21.3 and 42.2.

The system provides as a general rule that the general meeting of
shareholders can take the relevant decisions on its own initiative
--in other words, independent from a proposal made by the
Executive Board or the Supervisory Board.

In the first meeting, the decision is subject to the majority
representing at least 33-1/3% of the issued shares; if this
qualified majority is not achieved but there is a simple majority
of exercised votes in favor of the proposal, then a second meeting
will be held. In the second meeting, a normal majority of votes
exercised decides irrespective of the number of shares present or
represented at the meeting (unless the law provides otherwise and
deviation from the legal provision is not permitted).

  * As a general rule, shareholders are entitled to propose items
    to be put on the agenda of the general meeting of shareholders
    provided they hold at least 1% of the issued capital or the
    shares held by them represent a market value of at least EUR
    50 million.

    These criteria are derived from the legislative proposal
    presently pending before the First Chamber of Parliament,
    dealing with adjustments to the so-called structure regime and
    ancillary matters (art. 114a of this proposal and art. 28.3 of
    the Articles of Association).

  * The general meeting of shareholders will now be entitled to
    approve important decisions regarding the identity or the
    character of the company. These decisions include important
    investments and divestments (art. 18.3 of the Articles of
    Association).

    These criteria are also derived from the legislative proposal
    described above (art. 107a of this proposal).

2. Cumulative preferred financing shares
        
  * The holders of the depository receipts of cumulative
    preferred financing shares ("preferred shares") - in the
    aggregate approximately 369 million shares - have agreed as
    an integral part of the restructuring of the cumulative
    preferred financing shares, to reduce the number of votes
    that can be exercised on such shares from approximately 369
    million to approximately 100 million (or from approximately
    19% of the aggregate votes to approximately 6%).

    The number of votes has been determined on the basis of the
    nominal value increased with the additional paid in capital
    of the preferred shares and Ahold's common share price on
    January 30, 2004.

    The limitation of voting rights will become effective after
    the March 3, 2004 shareholders' meeting has approved the
    conversion right of the preferred shares into common shares.

  * With a view to allowing for one type of stock over time, Ahold
    and the holders of the preferred shares have agreed to make
    the preferred shares convertible into common shares. The
    conversion conditions have been set so as to avoid any
    transfer of value from the common shares to the preferred
    shares. The maximum number of common shares to be received
    upon conversion has been capped at 120 million. The preferred
    shares will be convertible as of March 2006. The dividend
    yield will be reduced by 0.2% as of March 2006.

3. Supervisory Board

  * The following changes in the composition of the Supervisory
    Board will take place; the driving principle has been a
    gradual change in the composition and attention to the
    continuity of the supervisory task and the ability to staff
    the different committees.

  * In the annual general meeting of shareholders of June 2004,
    Sir Michael Perry (age limit), Bob Tobin and Roland Fahlin
    Will retire from the Supervisory Board. Neither Bob Tobin nor
    Roland Fahlin would meet the independence criteria of the
    Tabaksblat code because of their previous employment with
    affiliates of Ahold.

  * The selection and appointment committee of the Supervisory
    Board is in the process of finding suitable candidates to fill
    these vacancies.

  * In the annual general meeting of 2005, Lodewijk de Vink and
    Cynthia Schneider will retire from the Supervisory Board.

  * New supervisory board members will be appointed for a duration
    of four years with the possibility of reappointment. A
    supervisory board member will serve no longer than twelve
    years on the board.

  * On January 26, 2004, the Supervisory Board adopted rules for
    its functioning as well as separate rules for the audit
    committee, remuneration committee and the selection and
    appointment committee.

  * These rules comply with the Tabaksblat code and can be found
    on Ahold's website.

4. The Executive Board

  * New Executive Board members will be appointed for a period of
    four years, with the possibility of reappointment (art. 16.4
    of the Articles of Association).

  * The present Executive Board members will relinquish their
    positions during a staggered period in view of the continuity
    of the management. A rotation scheme for this purpose will be
    determined shortly.

  * The rules for the Executive Board have been adopted on
    January 26, 2004 and comply with the Tabaksblat code; the
    rules can be found on Ahold's website.

5. General remuneration policy

   * The general remuneration policy of the Executive Board
     members will be determined by the general meeting of
     shareholders; share plans and option plans for the Executive
     Board members will be approved by the general meeting of
     shareholders (Articles of Association, art. 20).

   * As far as the present general remuneration policy is
     concerned, reference is made to the explanatory notes to
     agenda item 5.

6. Tabaksblat code general

   * The proposed changes of the Articles of Association, the
     rules for the Supervisory Board and its committees (audit
     committee, remuneration committee and selection and
     appointment committee) and the rules for the Executive Board
     as well as the proposed general remuneration policy, satisfy
     to a substantial extent the requirements of the Tabaksblat
     code.

   * In a number of cases, the Tabaksblat code prescribes
     information to be included in the annual report. Obviously,
     Ahold can only comply with those recommendations at the time
     of release of its 2003 annual report and - in so far as is
     necessary - 2004 annual report.

   * Ahold will be able to follow the Tabaksblat code in all
     respects but the following:

- The number of supervisory board memberships of supervisory
  board members at Dutch stock exchange listed companies cannot
  be limited in all cases to five, at least not in the case of
  the present chairman of the Supervisory Board; the chairman
  currently holds more supervisory board memberships than the
  recommended maximum as required by the code, but will
  relinquish a number of these memberships.

- Existing employment agreements will be honored except in so far
  as the person concerned voluntarily relinquishes certain rights
  (in fact, this is not a deviation from the Tabaksblat code as
  the code expressly leaves open the possibility of continuation
  of existing obligations).

- Shares obtained under a long-term incentive plan do not have to
  be kept for five years after vesting but for three years.

7. Protection device

  * The possibility to issue cumulative preferred shares -- to be
    distinguished from the cumulative preferred financing
    shares -- is maintained for the time being because of a number
    of reasons.

  * In the first place, pursuant to Dutch law, the owner of a
    substantial block of shares is not obliged to make a fair
    bid for the remaining shares. As long as the obligation to
    make a fair bid is not codified, the party with a substantial
    interest -- who may be a competitor of Ahold - can acquire
    control over Ahold without paying full value for the company.
    The cumulative preferred shares can prevent such a creeping
    acquisition or at the minimum delay such an attempt. Moreover,
    these cumulative preferred shares may also protect the
    interests of other stakeholders, such as those of the
    employees, in the event their interests are seriously
    affected.

8. Web site

Ahold has added a special section to its Web site at
http://www.ahold.com/on corporate governance. All relevant  
documents are posted on this site.

New changes on corporate governance will be published on the
website at http://hugin.info/130711/R/934417/128849.pdf

                         *    *    *

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

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


AIR CANADA: Court Gives Go-Signal for Grievance Claim Procedures
----------------------------------------------------------------
On May 9, 2003, the Air Canada Applicants and their constituent
unions met with the Honorable Mr. Justice Winkler to settle
outstanding issues with respect to the restructuring of their
existing collective labor agreements.  In June 2003, the parties
executed agreements amending the collective agreements.  However,
the new agreements did not resolve all of the unions' grievance
claims arising before June 1, 2003.

Consequently, the Applicants and the unions agreed to establish
procedures to identify and quantify pre-April 1, 2003 grievance
claims for the purposes of voting and receiving a distribution
under any plan of arrangement or compromise.  The Grievance
Claims Procedure provides that all post-April 1, 2003 grievances,
with the exception of Restructuring Claims, will be dealt with in
the ordinary course.  The Restructuring Claims will be governed
by and subject to the Claims Procedure Order.

The Grievances referenced on the lists exchanged between the
Applicants and the Unions -- Schedule "B" Grievances --will not
be governed by or subject to the Grievance Claims Procedure and
will be resolved according to the arbitration process contained
in the applicable Collective Agreement under which the Schedule
"B" Grievance arose.

The Applicants and certain of the unions have already commenced
proceedings on the basis of the Grievance Claims Procedure.  At
the Applicants' behest, Mr. Justice Farley approves the Grievance
Claims Procedure.

The CCAA Court also appoints Martin Teplitsky, Q.C., as Grievance
Claims Officer.  The Unions and the Applicants may designate, by
agreement, other persons as Grievance Claims Officers.

                  Grievance Claims Procedure

The Grievance Claims Procedure provides that:

   (a) Each Union who has filed Pre-April 1 Grievances will
       prepare a list of those Pre-April 1 Grievances including:

          (i) the identity of the grievor;

         (ii) the Union's position with respect to the substance
              of the Pre-April 1 Grievance; and

        (iii) the remedy sought, including the amount of any
              monetary claim.

   (b) The Applicants party to the Collective Agreement under
       which a Pre-April 1 Grievance arose, will prepare a
       response to the Pre-April 1 Grievances specified in the
       lists stating:

          (i) the relevant Applicant's position with respect to
              the substance of the Pre-April 1 Grievance; and

         (ii) the relief or remedy, if any, acknowledged by the
              Applicant to be appropriate, including any monetary
              amount.

   (c) The lists of Pre-April 1 Grievances and the Applicants'
       responses will be served upon counsel for the Applicants,
       Ernst & Young, Inc., the Court-appointed Monitor, and the
       concerned Union, and filed with the Grievance Claims
       Officer.

Any Grievance arising out of events, actions or circumstances
that occurred before April 1, 2003 which is not included on the
Lists or on Schedule "B" will, subject to the consent of the
Applicants, the Monitor and the concerned Union or further Court
order, be deemed to be withdrawn by the concerned Union and the
grievor.  The Grievance will be forever barred and extinguished.

A Union and the Applicants may, at any time before the
commencement of the arbitration of a Grievance, agree that a
Grievance will be added to or deleted from the lists of Schedule
"B" Grievances.

                         Mediation

After the service and filing of the Lists and the Applicants'
responses, the Grievance Claims Officer will mediate the
resolution of the Grievances according to a timetable to be
agreed among the Applicants, the Monitor, the Unions and the
Grievance Claims Officer.  Mediations will be scheduled on a
Union-by-Union basis, commencing with mediations of the
Grievances advanced by CUPE.

                 Schedule "B" Voting Claims

Each Union asserting a Schedule "B" Grievance will file a
Grievance Proof of Claim with the Monitor by February 13, 2004.  
The Proof of Claim must set forth the Grievance Claim for voting
purposes under the Plan asserted by the concerned Union with
respect to each Schedule "B" Grievance.  The Monitor is
authorized and directed to use reasonable discretion as to the
adequacy of compliance of the manner in which the Grievance
Proofs of Claim are completed and executed.

The Applicants, in conjunction with the Monitor, may either:

   -- accept the amount of the Grievance Claim asserted for
      voting purposes under the Plan;

   -- attempt to consensually resolve the amount of the Grievance
      Claim for voting purposes with the Union; or

   -- deliver a Grievance Notice of Revision, setting forth the
      acceptable amount of the Grievance Claim for voting
      purposes, to the Union and the office of the Grievance
      Claim Officer by no later than four weeks after receipt of
      the Grievance Proof of Claim.

                        Arbitration

Upon receipt of written confirmation from the Grievance Claims
Officer that mediation has failed to resolve any Grievance,
excluding Schedule "B" Grievances, the Grievance Claims Officer
will schedule a hearing before one of the Grievance Arbitrators
-- according to a timetable to be set in consultation with the
Applicants, the Monitor, the Unions, the Grievance Arbitrator and
the Grievance Claims Officer -- to hear, determine and adjudicate
the Grievance, including determining the Grievance Claim for
voting and distribution purposes under the Plan.  Failing
agreement of the affected parties to the scheduling of the
Grievance, the Grievance Claims Officer will set the hearing
schedule.

Upon receipt of a Grievance Notice of Revision, the Grievance
Claims Officer will also schedule a hearing to determine and
adjudicate the Grievance Claim for voting purposes only.

The Grievance Arbitrators are:

   * Stanley Beck,
   * Robert Herman,
   * William Kaplan,
   * Brian Keller,
   * Donald Monroe,
   * Bruce Outhouse, and
   * Michel Picher

The Grievance Arbitrators will also include any other arbitrator
agreed to by the affected parties and approved by the Grievance
Claims Officer with respect to availability and willingness to
schedule multiple Grievances per day of arbitration.  The
Grievance Arbitrators and the Grievance Claims Officer will have
all the powers of an arbitrator appointed pursuant to the Canada
Labour Code, R.S.C. 1985, c. L-2 and under the Collective
Agreement under which the Grievance arose.

The Grievance Claims Officers and Grievance Arbitrators will
determine the manner, if any, in which evidence may be brought
before them by the parties as well as any other procedural
matters which may arise in respect of the determination of any
Grievance or Grievance Claim, by mediation or arbitration, other
than the Schedule "B" Grievances.  The Grievance Arbitrator or
the Grievance Claims Officer hearing the dispute will notify the
Applicants, the Monitor and the affected Union of his or her
determination of the Grievance or Grievance Claim as soon as
practicable, and in no event later than 10 Business Days after
the conclusion of the hearing or any other time as may be agreed
by the parties to the arbitration and the Grievance Arbitrator or
the Grievance Claims Officer -- in the case of the determination
of a Schedule "B" Grievance for voting purposes -- and in any
event, no later than 10 Business Days before any meeting of
creditors ordered by the CCAA Court.

                       Appeal Rights

The decisions of the Grievance Arbitrators are final and binding
in accordance with Section 58 of the Canada Labour Code.  The
decisions of the Grievance Claims Officer with respect to the
determination of the Grievance Claims of Schedule "B" Grievances
for voting purposes are not subject to appeal and are final and
binding for voting purposes only.

                       Miscellaneous

Any mediated settlement, award rendered or Grievance Claim
determined in relation to any Grievance, other than any award
issued in respect of a Schedule "B" Grievance by an arbitrator
appointed under the normal arbitration process of the applicable
Collective Agreement, will not constitute a precedent and will
not be referred to or relied upon in any subsequent proceeding,
including any arbitration.  Any submission made or position taken
by a party in a mediation or arbitration is without prejudice to
any normal arbitration conducted under the applicable Collective
Agreement.

The solicitation by the Monitor or the Applicants of any
Grievance and the filing by any party of any Grievance will not,
for that reason only, grant any person any standing or rights
under the Plan.  The filing of any Grievance or Schedule "B"
Grievance Claim will be entirely without prejudice to the
position of any Person as to the existence, validity or
characterization, of any particular Grievance -- including a
Schedule "B" Grievance -- or Grievance Claim, including as to
whether the Grievance, including a Schedule "B" Grievance, or the
Grievance Claim is subject to compromise under the CCAA or to be
affected or unaffected under the Plan. (Air Canada Bankruptcy
News, Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


AK STEEL: James W. Stanley, VP of Safety and Health, to Retire
--------------------------------------------------------------
AK Steel Corporation (NYSE: AKS) said James W. Stanley, 59, will
retire from AK Steel effective March 1, 2004.  Jim Stanley joined
AK Steel in the new executive post of vice president, safety and
health in January of 1996.  He had previously worked for the U.S.
Department of Labor's Occupational Safety and Health
Administration (OSHA) where he was that agency's second-ranking
official.

"Jim Stanley has devoted his entire public and private career to a
single purpose -- to eliminate workplace injuries," said James L.
Wainscott, president and CEO of AK Steel.  "As a result of Jim's
dedication and leadership, I believe that employees throughout the
entire steel industry, and even all of manufacturing, enjoy a
safer workplace today."

During Mr. Stanley's tenure at AK Steel, the company's total OSHA
injury rate declined by 88%, from 4.39 in 1996 to 0.51 in 2003.  
By comparison, the average total OSHA injury rate for integrated
steel companies was 7.3 in 2002, the most recent data available
from the Bureau of Labor Statistics of the U.S. Department of
Labor.

During his career at AK Steel, Jim Stanley helped design and
implement numerous employee safety enhancements, including a
comprehensive training program for contractor employees, the
establishment of dedicated, full-time hourly safety coordinators
and the implementation of safety rules that far exceed OSHA
requirements. The company's Butler (PA) Works was the first U.S.
steel plant to earn OSHA's "Star" designation under its Voluntary
Protection Programs (VPP) in 2001, and the company's Rockport (IN)
Works earned the VPP Star designation in 2002. Virtually every one
of AK Steel's operating facilities has been recognized by state
and federal agencies for outstanding safety performances.

Most recently, the Construction Users Roundtable (CURT) presented
AK Steel with its safety excellence award for "Best Company-Wide
Safety Program." Mr. Stanley has routinely facilitated
benchmarking of AK Steel's safety program and philosophy by other
steel companies and other industries in this country and around
the world.

"While I will truly miss my colleagues, I am confident that the
safety philosophy that has guided AK Steel company will continue
uninterrupted," Mr. Stanley said.  "I salute the employees and
contractors at AK Steel for their incredible dedication to
continually improving safety."

Mr. Stanley joined OSHA at its inception in 1971 as a maritime
safety officer in the Philadelphia area office, and was later
named compliance safety and health officer in the same office.  In
1973 he was named supervisory safety and health specialist for the
Pittsburgh office.  He was appointed to increasingly responsible
positions, and in 1987 was named regional administrator for the
New York office, one of the most heavily-industrialized regions in
the country.  In January of 1994, Mr. Stanley was appointed deputy
assistant secretary for OSHA in Washington, D.C., a career senior
executive service (SES) appointment.
    
In 2002, U.S. Secretary of Labor Elaine L. Chao appointed Mr.
Stanley to the National Advisory Committee on Occupational Safety
and Health (NACOSH). The 12-person committee, which was
established under the Occupational Safety and Health Act of 1970,
advises the Secretaries of Labor and Health and Human Services, on
occupational safety and health programs.  Representatives are
chosen on the basis of their knowledge and experience in
occupational safety and health.  Mr. Stanley is also a member of
the board of directors of the National Safety Council, and is a
member of its executive committee.

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.


AMERICAN ENTERPRISE.COM: Brings-In Aidman Piser as New Auditor
--------------------------------------------------------------
On January 30, 2004, the Board of Directors of American
Enterprise.com Corporation approved the decision to change
independent accountants for Nanobac Pharmaceuticals, Inc. from
Baumann, Raymondo & Company P.A. to Aidman Piser & Company.

In a series of discussions in December 2003, American
Enterprise.com advised Baumann that the Company had determined
that its prior period financial statements might not correctly
reflect the total number of shares of common stock available to be
issued in accordance with the confirmed bankruptcy plan. Based in
part on such information, Baumann informed the Company that they
felt further investigation into the matter was necessary. Because
of the change in accountants, Baumann was not able to conduct such
further investigation. The Company has disclosed in its most
recent filing (10QSB for the period ended September 30, 2003) all
available shares of common stock available to be issued in
accordance with the bankruptcy plan. The Company has discussed
with Baumann the potential need for the Company to restate
financial statements for the periods ended March 31 and June 30,
2003. Such restatements will be reflected in amendments to the
Company's quarterly reports on form 10QSB, to be filed after
review of the Company's new certifying accountant. American
Enterprise.com is providing all relevant information to the
Company's new certifying accountants, Aidman in connection with
its fiscal year end 2003 audit.

On January 30, 2004, the Company engaged Aidman as its new
independent accountant. The engagement was approved by the Board
of Directors on January 30, 2004.

The company's September 30, 2003, balance sheet reflects a working
capital deficit of about $1.9 million.     

As previously reported in the Troubled Company Reporter, American
Enterprise.Com Corporation emerged from chapter 11 virtually debt
free under a plan of reorganization based on a transaction with
HealthCentrics, Inc., where HealthCentrics' shareholders received
one share of AMER for each share of HealthCentrics.  The Plan was
confirmed in November 2002.  


AMES DEP'T: Vendor Action Service Period Stretched to March 10
--------------------------------------------------------------
Ames Department Stores Debtors filed a subset of 265 complaints
seeking $50,000,000 in recoveries, which, deliberately, have not
yet been served.  In those Factored Vendor Preference Actions, the
defendant was a vendor or provider of services to the Debtors but
the alleged preferential payments were made to a commercial factor
and not directly to the defendant.  The Factored Vendor Preference
Action complaints were filed between August 7 and August 20, 2001
and the 120-day service period set forth in Rule 7004(m) of the
Federal Rules of Bankruptcy Procedure expires with respect to
those complaints between December 5 and December 18, 2003.

The payments specified and sought to be recovered in the Factored
Vendor Preference Actions are also the subject of separate
adversary proceedings the Debtors timely commenced against the
commercial factors.  The Debtors are aware that they cannot
collect twice with respect to the same payment and, have no
intention of doing so.  However, because they have not yet
concluded whether a cause of action also exists and should be
prosecuted against the Factored Vendor, the Debtors filed
complaints against both the factors and the Factored Vendors.

The Debtors are still not in a position to say with certainty
whether causes of action exist and should be prosecuted against
the Factored Vendors.  Certain factors did not fully comply with
the Rule 2004 Order and documents are now being sought as part of
the discovery process in the adversary proceedings pending against
the factors, Barry S. Gold, Esq., at Weil, Gotshal & Manges LLP,
in New York, said.

Thus, the Debtors sought and obtained the Court's permission to
extend the 120-day service period under Bankruptcy Rule 7004(m) to
and including March 10, 2004 with respect to the Factored Vendor
Preference Actions.

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)


APARTMENT INVESTMENT: Declares Dividends on Preferred Stock
-----------------------------------------------------------
Apartment Investment and Management Company (Aimco) (NYSE: AIV)
announced that its Board of Directors declared a dividend of
$0.63125 per share on its 10.1% Class Q Cumulative Preferred Stock
and a dividend of $0.625 per share on its 10.0% Class R Cumulative
Preferred Stock.  Dividends for both classes of preferred stock
are payable on March 15, 2004 to shareholders of record on March
1, 2004.

Aimco (Fitch, BB+ Preferred Share Rating, Negative) is a real
estate investment trust headquartered in Denver, Colorado owning
and operating a geographically diversified portfolio of apartment
communities through 19 regional operating centers.  Aimco, through
its subsidiaries, operates approximately 1,629 properties,
including approximately 288,000 apartment units, and serves
approximately one million residents each year.  Aimco's properties
are located in 47 states, the District of Columbia and Puerto
Rico.  Aimco common shares are included in the S&P 500.


ASPECT COMMUNICATIONS: Commences Public Offering of Common Shares
-----------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), a leading
provider of enterprise customer contact solutions, announced that
it has filed a registration statement with the Securities and
Exchange Commission for a public offering of 2,700,000 shares
of newly issued shares of its common stock and 9,300,000 shares of
its common stock offered by selling stockholders. In addition, one
of the selling stockholders has granted the underwriters an option
to purchase an additional 1,800,000 shares of Aspect common stock
held by such stockholder to cover over-allotments, if any.

The managing underwriters of the offering are Credit Suisse First
Boston, UBS Investment Bank, Banc of America Securities LLC,
Thomas Weisel Partners LLC and Kaufman Bros., L.P. When available,
a copy of the preliminary prospectus relating to the offering can
be obtained from Credit Suisse First Boston, Corporation
Prospectus Department, 11 Madison Avenue, New York, NY 10010; UBS
Securities LLC, ECMG Syndicate, 299 Park Avenue, New York, NY
10171; Banc of America Securities LLC, 100 West 33rd Street, New
York, NY 10001; Thomas Weisel Partners LLC, One Montgomery Street,
San Francisco, CA 94104; and Kaufman Bros, L.P., 800 Third Avenue,
25th Floor, New York, NY 10022.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective.

Aspect Communications Corporation (S&P, B Corporate Credit Rating,
Positive) is a leading provider of contact center software and
services that enable businesses to manage and optimize customer
communications.  Aspect's global customer base includes more than
two-thirds of the Fortune 50 and leading corporations in a range
of industries including transportation, financial services,
insurance, telecommunications, retail and outsourcing, as well as
large government agencies. The company's leadership is based on 19
years of expertise. Aspect is headquartered in San Jose, Calif.,
with 24 offices in 11 countries around the world. For more
information, visit Aspect's Web site at http://www.aspect.com/


ASTROCOM CORP: Perkins Capital Discloses 10.5% Equity Interest
--------------------------------------------------------------
Perkins Capital Management, Inc., beneficially owns 2,899,300
shares of the common stock of Astrocom Corporation.  With sole
power to vote or direct the vote of 1,650,000 such shares, Perkins
Capital Management has dispositive powers over the entire
2,899,300 (includes 1,650,000 common equivalents, 1,199,300
warrants exercisable within 60 days and 50,000 shares in the form
of a convertible note).  The amount held represents 10.5% of the
outstanding common stock of Astrocom.

Astrocom Corporation, a designer and manufacturer of internet
hardware, filed for Chapter 11 relief on August 7, 2003 (Bankr.
Minn. Case No. 03-35458).  Thomas F. Miller, Esq. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of $513,130
and total debts of $2,847,120.


AURORA FOODS: Modifies First Amended Reorganization Plan
--------------------------------------------------------
On January 30, 2004 and February 11, 2004, the Aurora Foods
Debtors made non-material modifications to their first amended
Reorganization Plan.  The modifications will not adversely impact
the rights of any parties-in-interest.

The definition of Prepetition Senior Unsecured Note Claims is
modified to mean as "Claims arising from or related to the
Prepetition Senior Unsecured Notes, which Claims shall be deemed
Allowed under th[e] Plan for $27,696,500."

This language was included in the definition of Class 4
Prepetition Lender Claims:

     ". . . in no event shall any Claim in respect of the
     'Excess Leverage and Asset Sale Fee' [as defined in
     the Amendment and Forbearance, dated as of October 13,
     2003, to the Prepetition Credit Agreement] . . . or
     in respect of any 'Asset Sale Fee' or 'Excess Leverage
     Fee' under section 2.3 of the Prepetition Credit
     Agreement in effect immediately prior to the Amendment
     and Forbearance, be Allowed either under this Plan
     (as a Class 4 Claim or otherwise) or as a Claim against
     any of the Reorganized Debtors in an amount that exceeds
     the amount of the Excess Leverage and Asset Sale Fee
     set forth in, and calculated in accordance with, the
     Amendment and Forbearance."

The treatment of Indenture Trustee Claims is modified:

     "The Indenture Trustee shall be paid promptly on account
     of any claims for its rights to indemnity and compensation
     under section 7.7 of the indentures relating to the Sub
     Debt for reasonable fees, costs and expenses as Indenture
     Trustee including, but not limited to, the reasonable
     fees, costs and expenses of the Indenture Trustee and its
     professionals incurred prior to, on or after the Petition
     Date . . . to the extent that the Indenture Trustee Claims
     are either (i) not in dispute by the Debtors, the
     Reorganized Debtors or Mergco or (ii) in the event of any
     such dispute, determined by a Final Order of the Bankruptcy
     Court or other court having jurisdiction.  Without limiting
     the foregoing, the Debtors, the Reorganized Debtors and
     Mergco, jointly and severally, shall pay, indemnify and
     compensate the Indenture Trustee pursuant to section 7.7
     of the indentures relating to the Sub Debt.  This Section
     3.1 (c) shall constitute a 'separate fee agreement' between
     the Indenture Trustee and the Debtors, the Reorganized
     Debtors and Mergco for purposes of section 7.7 of the
     indentures relating to the Sub Debt.  All Indenture Trustee
     Claims shall be paid within ten (10) days after the
     Debtors', the Reorganized Debtors', or Mergco's receipt of
     an invoice for such Indenture Trustee Claims (or any portion
     thereof); provided, however, that any disputed Indenture
     Trustee Claims shall be paid within ten (10) days after
     entry of a Final Order requiring the payment of such Allowed
     Indenture Trustee Claims.  Notwithstanding any other
     provision of the Plan, the Confirmation Order, or the
     passage of the Effective Date, the Indenture Trustee's
     rights to indemnity and compensation (including without
     limitation, the Indenture Trustee's charging lien) pursuant
     to section 7.7 of the indentures relating to the Sub Debt
     shall be enforceable and shall survive the entry of a
     Confirmation Order and the Effective Date.  The Indenture
     Trustee's professionals shall not be required to file a
     motion or application under Section 3.1 (a)(i) hereof.

     Except as otherwise ordered by the Bankruptcy Court, on
     notice to the Indenture Trustee, no entity may replace
     the Indenture Trustee as the Exchange Agent with respect
     to the Sub Debt so long as any Indenture Trustee Claims
     remain unpaid.  The original Indenture Trustee's charging
     lien shall survive such replacement until the original
     Indenture Trustee is paid in full.  The Indenture Trustee's
     rights under this Section 3.1(c) are in addition to any
     other rights of the Indenture Trustee as an Exchange Agent
     under the Plan and the Merger Agreement."

The Debtors also modified the provisions on the cancellation of
Notes, Instruments, Debentures and Old Equity to include that:

     " * * * [T]he indentures for the Sub Debt shall be
     deemed to survive the Effective Date solely to
     effectuate distributions to be made to Holders of Sub
     Debt as provided in the Plan, and to enforce the rights
     (including without limitation, rights under sections 7.2,
     7.4, 7.7, and 10.13 of the indentures relating to the
     Sub Debt), and administrative functions of the Indenture
     Trustees as provided in the indentures for the Sub Debt
     and in the Plan * * * * "

The provisions on Corporate Actions were also modified to include
that on the Effective Date, all actions contemplated by the Plan
will be deemed authorized and approved in all respects,
including, without limitation the adoption of the Amended
Certificate of Incorporation and Bylaws and the Amendment to the
Certificate of Incorporation of Sea Coast Foods, Inc., each of
which (i) will be amended as necessary to satisfy the provisions
of the Plan and the Bankruptcy Code and (ii) will include, among
other things, pursuant to Section 1123(a)(6) of the Bankruptcy
Code, a provision prohibiting the issuance of non-voting equity
securities, but only to the extent required by Section
1123(a)(6).

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Sally McDonald Henry, Esq., and
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP provide Aurora with legal counsel, and David Y. Ying at Miller
Buckfire Lewis Ying & Co., LLP provides financial advisory
services. (Aurora Foods Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


AVADO BRANDS: Seeks Nod to Employ Cox & Smith as Co-Counsel
-----------------------------------------------------------
Avado Brands, Inc., and its debtor-affiliates are asking the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, for approval to employ Cox & Smith Incorporated as
attorneys.

The Debtors have selected Cox & Smith as co-counsel because of the
firm's extensive experience in bankruptcy and reorganization
matters. The Debtors believe that Cox & Smith and its attorneys
are fully qualified to work with Skadden, Arps, Slate, Meagher &
Flom LLP to deal effectively and efficiently with many potential
legal issues and problems that may arise in the context of the
chapter 11 cases.

Cox & Smith be employed to work as co-counsel with Skadden to:

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

     b. prepare on behalf of the Debtors all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration and prosecution of
        the Debtors' chapter 11 cases;

     c. assist the Debtors in connection with any proposed sale
        of assets pursuant to Bankruptcy Code Section 363;

     d. advise the Debtors in respect of bankruptcy, real
        estate, regulatory, securities, labor law, intellectual
        property, licensing and tax matters or other such
        services as requested; and

     e. perform all other legal services in connection with the
        chapter 11 cases.

The primary attorneys and paralegal within Cox & Smith who will
represent the Debtors and their current standard hourly rates are:

     Professional               Position     Billing Rate
     ------------               --------     ------------
     Deborah D. Williamson      Shareholder  $450 per hour
     Patrick L. Huffstickler    Shareholder  $315 per hour
     Carol E. Jendrzey          Shareholder  $275 per hour
     Thomas Rice                Associate    $240 per hour
     Michelle T. Latham         Paralegal    $90 per hour

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.


BOSTON HEART: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Boston Heart Foundation, Inc.
        139 Main Street
        Cambridge, Massachusetts 02142

Bankruptcy Case No.: 04-10647

Type of Business: The Debtor is an independent, non-profit
                  organization dedicated to the prevention,
                  diagnosis, and treatment of cardiovascular
                  disease through research, teaching, and
                  patient care.  The Debtor employs doctors who
                  are specialists in lipid disorders,
                  cardiology, cardiac radiology, pediatrics,
                  medical engineering, clinical and basic
                  research.  See http://www.bostonheart.org/

Chapter 11 Petition Date: January 28, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: Janet E. Bostwick, Esq.
                  Janet E. Bostwick, P.C.
                  295 Devonshire Street
                  Boston, MA 02110
                  Tel: 617-956-2670

Estimated Assets: $1 Million to $10 Million

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

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Linden Ltd. Partnership       Lease                      $89,775

Mass. Inst. of Technology     Trade                      $65,422

B. Braun Medical, Inc.        Trade                      $18,621

Promutual Group               Trade                       $7,389

Quest Diagnostics             Trade                       $7,161

Blue Cross/Blue Shield of     Trade                       $5,188
Mass.

Atherex, LLC                  Erroneous transfer          $5,000

Commonwealth of MA            Trade                       $4,595

Doctors' Billing Inc.         Trade                       $3,699

Teachers Ins. & Annuity       Trade                       $3,103
Assoc.

Marlborough Street            Trade                       $2,000
Associates

Verizon                       Trade                       $1,500

Nstar Electric                Trade                         $972

Landauer, Inc.                Trade                         $902

The Hartford                  Trade                         $719

F.D.I. Medical Fitness        Trade                         $574
Distributors, Inc.

IOS Capital                   Trade                         $568

Stericycle Inc.               Trade                         $468

Cambridge Trust Co.           Trade                         $396

American Aqua Systems Inc.    Trade                         $350


BROOKFIELD GROUP: Case Summary & 113 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Brookfield Group, L.L.C.
             dba SciTech Rapid Solutions
             dba SciTech Machine Precision Solutions
             dba Brookfield Machine
             dba Brookfield Rapid Solutions
             dba Brookfield Innovations
             dba Pronto Plus
             62 Central Street
             West Brookfield, Massachusetts 01585

Bankruptcy Case No.: 04-40413

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Mill Valley Molding, L.L.C.                04-40417
Wilderness Mold, L.L.C.                    04-40418
Day's Properties, L.L.C.                   04-40419
Day's Molding & Machinery, L.L.C.          04-40420
Accutech Plastics, Inc.                    04-40421
Golston Company                            04-40422

Type of Business: SciTech is a custom injection molder
                  providing creative solutions with services
                  like prototype metal casting, production
                  tooling and machining.  See
                  http://www.scitechplastics.com/

Chapter 11 Petition Date: January 28, 2004

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtors' Counsel: J. Robert Seder, Esq.
                  Philip F. Coppinger, Esq.
                  Seder & Chandler
                  339 Main Street
                  Worcester, MA 01608
                  Tel: 508-757-7721

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

A. Brookfield Group's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Texaco Refining & Mark                     $129,844

3D Systems, Inc.                           $102,070

DSM Desotech, Inc.                          $55,805

Atlantic Industrial Models                  $41,775

MSC Industrial Supply                       $25,795

Mikron Bostomatic                           $21,830

Advantage Mold Inc.                         $18,571

Central MA Machine Inc.                     $18,540

Warner Specialty Products                   $18,100

Plastic Express Corporation                 $17,763

Blue Cross Blue Shield                      $15,556

GE Polymerland                              $15,444

Howell MacDuff, Co. Inc.                    $14,809

MSC Industrial Supply Co.                   $13,992

Business Credit Card Services               $11,811

Nessteal Inc.                               $11,036

MFS Retirement Serv. Inc.                   $10,660

Advanced Prototype Specialists              $10,303

Southbridge Sheet Metal                      $9,339

Fallon Community Health Plan                 $9,226

B. Mill Valley Molding's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Daiichi Jitsugyo America, Inc.             $200,854

Dynaroll Corp.                              $62,910

V.J. Technologies, Inc.                     $57,564

National Plastics Network                   $50,428

Star Automation Inc.                        $41,078

Tricona                                     $38,794

Valentine Tool & Stampling                  $21,560

Dependable Business Alt., Inc.              $21,256

Blue Cross & Blue Shield                    $19,842

Swanson Tool & Die, Inc.                    $19,107

DB Roberts Company                          $18,682

Ashland Chemical                            $13,431

Stik-II Products                            $12,622

GE Polymerland                              $11,676

Agentry Staffing Services, Inc.             $11,590

United Personnel Services, Inc.             $11,036

FJO, Inc.                                    $9,940

Clean Room Engineering                       $9,919

CIT Group/Equipment Financing                $9,039

University of Massachusetts                  $8,375

C. Wilderness Mold's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Sonnenchein Nath & Rosental                 $59,090

McGladrey & Pullen, LLP                     $52,000

GE Capital                                  $40,667

Metro Mold & Design                         $31,685

Weldon Machine Tool Inc.                    $29,842

A.I. Credit Corp.                           $28,942

Blue Cross Blue Shield of MA                $26,084

GI Plastek                                  $25,970

Unigraphics Solutions, Inc.                 $21,514

Edro Engineering                            $20,358

SSG Capital Advisors, LP                    $20,000

Newman & Company                            $17,600

Town of Hatfield                            $16,288

Husky Injection Molding System              $16,032

MSC Industrial Supply Co.                   $15,608

Nutmeg Chrome Corporation                   $15,434

MN Associates                               $14,891

Penro                                       $13,660

Ten Adams Mktg. & Adv.                      $13,619

Pleasant Precision, Inc.                    $13,479

D. Day's Properties' 1 Largest Unsecured Creditor:

Entity                                 Claim Amount
------                                 ------------
Sturgis Bank                               $514,117
125 E. Chicago Road
P.O. Box 600
Sturgis, MI 49091

E. Day's Molding & Machinery's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
DM & M Holding, Inc.                     $1,180,002
c/o Gary A. Day
20938 Watson Road
White Pigeon, MI 49099

National Plastics Network                   $79,453

The Machinery Center                        $70,000

Ashland Chemical Company                    $65,289

U.S. Bankcorp.                              $46,252

Retro-Enterprises, Inc.                     $44,682

Perry Personnel Plus, Inc.                  $43,299

Cyro Industries                             $43,065

Warsaw Supply                               $33,187

Journeyman Tool & Mold                      $25,250

Yushin America, Inc.                        $21,786

Optical Gaging Products                     $20,982

National Tool & Mfg. Co.                    $20,330

Images of Lenawee County                    $19,275

Milacron Marketing Co.                      $18,950

Noveon, Inc.                                $15,160

Sturgis Bank & Trust Company                $13,995

Valu Tec, Inc.                              $13,100

Refrigerated Services, Corp.                $11,741

Windward Trading Company                    $11,193

F. Accutech Plastics' 12 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Alan S. Adams                              $400,000
27 Jefferson Road
Franklin, MA 02038

Edward J. Penders                          $400,000
25 Browning Road
Shrewsbury, MA 01545-1405

Minalex Corporation                         $56,143

Abacus Automation Inc.                      $54,439

Mar Lee Mold Company                        $17,244

Masstechmold                                $13,130

Constellation New Energy                    $11,299

M. Holland Company                          $10,055

Massachusetts Electric                       $9,899

Clariant (Molden)                            $9,558

The Lappin Company, Inc.                     $9,152

MFS Retirement Services, Inc.                $8,867

G. Golston Company's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Texco Resin Distribution                    $20,485

Provident Financial                         $11,440

Velcro USA Inc.                             $11,289

Bank One                                    $10,632

Flambeau Products Corp.                      $9,540

Triangle Temporaries Inc.                    $8,336

United Healthcare                            $7,357

Ammersal Beltech, Inc.                       $6,945

Mir Inc.                                     $4,565

Boston Felt Inc.                             $4,403

DB Roberts Co. Inc.                          $3,762

United Parcel Service Inc.                   $3,461

Thompson & Gustavson LLP                     $2,913

Harris Packaging Corp.                       $2,761

Economy Spring Co. Inc.                      $2,380

E.N. Murray Company, Inc.                    $2,186

RTP Company                                  $2,185

Humphrey & Associates Inc.                   $2,020

Tax Resource Network                         $1,744

Carrier Repair Parts Company                 $1,451


BUDGET GROUP: Court Gives Nod for BRAC & BRACII Settlement Pact
---------------------------------------------------------------
On February 24, 2003, the Court approved the sale of the Budget
Group Debtors' remaining car and truck rental assets in Europe,
the Middle East and Africa to Avis Europe plc and Zodiac Europe
Ltd, pursuant to that January 21, 2003 Asset Purchase Agreement by
and among BRAC Rent a Car Corporation, BRACII Rent-A-Car
International Inc., the U.K. Administrators in their capacity as
administrators in the U.K, Administration Proceedings, Budget
France S.A., Budget Rent-A-Car Espana S.A., and Budget Rent a Car
GmbH and Avis Europe. The February 24 Order also authorized the
Debtors to hold the proceeds received from the EMEA Sale in a bank
account in the United States with the consent of the U.K.
Administrators.  The transactions contemplated by the Avis Europe
APA were consummated on March 11, 2003.

Following consummation of the transactions contemplated by the
Cendant ASPA and the Avis Europe APA, disputes arose between BRAC,
on the one hand, and BRACII, on the other hand, regarding the
appropriate allocation to the various Debtors' estates of the
Cendant Sale Proceeds and the Avis Europe Sale Proceeds.  In
addition, certain intercompany claims were asserted by and between
the U.S. Estates, on the one hand, and BRACII, on the other hand.

Upon the Creditors Committee's request and pursuant to an
August 15, 2003 Order, the Court appointed the Committee as
representative of the U.S. Estates for purposes of litigating the
disputes between the U.S. Estates and BRACII.  Similarly, the
Court recognized the U.K. Administrators as representative of
BRACII.  In addition, the Court, pursuant to an August 21, 2003
Order, established procedures for resolving, inter alia, the
Allocation Issues and the U.S.-U.K. Intercompany Claims.

                         The Settlement

After substantial negotiations, the Creditors Committee, on
behalf of the U.S. Estates, and the U.K. Administrators, on
behalf of BRACII, agreed to resolve fully and finally all issues.

In settlement of their disputes, the parties agreed to execute a
settlement agreement, the salient terms of which are:

   (1) Allocation of the Cendant Sale Proceeds.  One Hundred
       Percent of the Cendant Sale Proceeds will be allocated to
       the U.S. Estates.  None of the Cendant Sale Proceeds will
       be allocated to BRACII;

   (2) Allocation of the Avis Europe Sale Proceeds.  One Hundred
       Percent of the Avis Europe Sale Proceeds, less the U.S.
       Estates' Allocation Amount and the Claims Reserve Amount,
       will be allocated to BRACII.  The U.S. Estates'
       Allocation Amount will be allocated to the U.S. Estates.
       The U.S. Estates' Intercompany Claims will be deemed
       disallowed in their entirety for purposes of receiving
       distributions of the Avis Europe Sale Proceeds;

   (3) U.S. Estates' Administrative Claims.  Any and all of the
       U.S. Estates' Administrative Claims will, as of the
       Effective Date, be released, remised and forever
       discharged;

   (4) BRACII Claims Reserve.  On the Effective Date, a
       segregated fund not to exceed $3,050,000 will be
       established from the Avis Europe Sale Proceeds, which fund
       will be used towards satisfying allowed and unpaid Chapter
       11 Administrative Expense and Priority Claims and the fees
       and expenses of the BRACII Nominee and any professionals
       retained by the person or entity.  Any funds remaining in
       the BRACII Claims Reserve following satisfaction of the
       Chapter 11 Administrative Expense and Priority Claims and
       the fees and expenses of the BRACII Nominee and its
       professionals will be returned to BRACII.

       The Net Cash Proceeds of the Sixt Litigation will be
       allocated among the Debtors:

       (a) 100% of BRACII's Allocation Amount to BRACII, and,
           thereafter;

       (b) 50% of the balance of the Net Cash Proceeds of the
           Sixt Litigation to BRACII and 50% of the balance of
           the Net Cash Proceeds of the Sixt Litigation to the
           U.S. Estates;

   (5) Conduct of the Sixt Litigation.  The U.K. Administrators
       will have sole authority to prosecute, defend, settle or
       otherwise compromise the Sixt Litigation and will have
       sole responsibility and obligation for the payment of all
       Costs and Expenses incurred in connection with the
       prosecution or administration of the Sixt Litigation.
       Moreover, the U.K. Administrators, in their discretion,
       will have the sole authority to voluntarily dismiss,
       discontinue, settle or otherwise compromise the Sixt
       Litigation without obtaining the consent of the U.S.
       Estates, the Committee, or any other party-in-interest, or
       the approval of the Bankruptcy Court;

   (6) Administration of the Avis Europe Escrow Accounts.
       The U.K. Administrators will have sole responsibility
       for the administration of the Avis Europe Escrow Accounts
       and may settle or otherwise compromise any claims
       relating to the Avis Europe Escrow Accounts without
       obtaining the consent of the U.S. Estates, the Creditors
       Committee or any other party-in-interest.  The U.K.
       Administrators will also have sole responsibility and
       obligation for the payment of all Costs and Expenses
       incurred in connection with or relating to the
       administration of the Avis Europe Escrow Accounts or the
       resolution of any claims.  The U.K. Administrators will
       have the sole authority to prosecute, defend, settle,
       dismiss or otherwise compromise the Jaeban Proceedings.
       Any voluntary dismissal, settlement or other compromise of
       the Jaeban Proceedings will be subject to Bankruptcy
       Court approval and any objection that the Committee may
       assert in the Bankruptcy Court to the proposed voluntary
       dismissal, settlement or other compromise;

   (7) Professional Fees.  BRACII will pay EUR40,828 of the
       Eversheds Fees plus 100% of any VAT payable thereon will
       be paid by the U.S. Estates.  That portion of the Sidley
       Fees that were incurred by attorneys located in Sidley's
       London office will be paid by BRACII and the remainder of
       the Sidley Fees will be paid by the U.S. Estates.  Except
       as otherwise set forth in the Settlement Agreement, the
       Unpaid BRACII Professional Fees will be paid by the U.S.
       Estates; and

   (8) Release.  The U.S. Estates and the Committee, on the one
       hand, and BRACII and the U.K. Administrators, on the other
       hand, agree to the mutual release of any and all claims
       and causes of action that arose at any time prior to, or
       that may arise on, the Effective Date of the Settlement
       Agreement.

Accordingly The U.K. Administrators and the Creditors Committee,
on behalf of the U.S. Estates and BRACII, sought and obtained the
Court's authority, pursuant to Section 105 of the Bankruptcy Code
and Rule 9019(a) of the Federal Rules of Bankruptcy Procedure, to
enter into the Settlement Agreement and thereby settle and resolve
all issues between the U.S. Estates and BRACII.

The Settlement Agreement provided for the mutual release of all
intercompany claims between the U.S. Estates and BRACII.  

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)   


DYNEGY INC: Elects to Expand Business Relationship with CyrusOne
----------------------------------------------------------------
CyrusOne announced that Dynegy, Inc. (NYSE:DYN) has elected to
expand and extend their contract with CyrusOne for the next five
years. Under their contract, CyrusOne provides a variety of
technology services to Dynegy including production hosting and
business continuity solutions. With corporate headquarters in
downtown Houston and energy assets and operations throughout the
United States, Dynegy provides electricity, natural gas and
natural gas liquids to wholesale customers in the United States
and to retail customers in the state of Illinois.

CyrusOne's team of engineers will continue working with Dynegy to
manage their systems, as well as identify opportunities that could
save the energy company future capital and monthly expenses. "It's
incredibly satisfying to our team to know that a company like
Dynegy values our work and chooses to continue this relationship.
We are committed to providing each of our clients the highest
quality and flexibility of service to augment their in-house staff
and let them focus on their business objectives. I believe that
Dynegy's decision to extend this relationship is a vote of
confidence that we are accomplishing these goals," commented David
Ferdman, CEO of CyrusOne.

The CyrusOne and Dynegy business relationship originated more than
two years ago when Dynegy was looking for a local solution for
their hosting and business continuity needs. Dynegy required a
partner that could provide more than a secure and redundant
facility, and in the end it was the expertise of CyrusOne's
technical staff and the creativity of their solution that served
as the critical factors in their decision.

With customers across the United States depending on Dynegy for
their energy needs, the company recognized the importance of
integrating a comprehensive business continuity strategy as part
of their overall operating plan. "Our original decision to select
CyrusOne as a hot site was a tactical business decision that has
enabled us to quickly and proactively deploy critical personnel
without incurring additional costs," stated Blake Young, executive
vice president and chief administrative officer of Dynegy. "The
additional services that CyrusOne will provide will ensure that we
continue to meet internal technology services commitments and
business obligations."

The first company in their industry to offer their clients a 100%
availability guarantee, CyrusOne has seen considerable growth
since first opening its doors in Houston several years ago to
provide hosting, remote monitoring, application management and
business continuity solutions.

                        About CyrusOne

CyrusOne is a leading full service IT firm providing managed
hosting, remote monitoring, colocation and managed services to
companies to enhance the performance and efficiency of their
critical business applications. With a customer-centric focus,
CyrusOne was the first within the industry to offer a 100%
availability guarantee and remains committed to delivering
solutions and services that ensure application availability, data
security, and superior network performance. Many clients,
including emerging service providers and Fortune 500 companies,
leverage the redundancy and security of CyrusOne's next generation
facility to host and manage their critical applications, servers,
and network infrastructure. For additional information on the
company, visit http://www.cyrusone.com/

                        About Dynegy

Dynegy Inc. (S&P, B Corporate Credit Rating, Negative) provides
electricity, natural gas and natural gas liquids to wholesale
customers in the United States and to retail customers in the
state of Illinois.  The company owns and operates a diverse
portfolio of energy assets, including power plants totaling
approximately 13,00 megawatts of net generating capacity, gas
processing plants that process more than 2 billion cubic feet of
natural gas per day and approximately 40,000 miles of electric
transmission and distribution lines.


DYNTEK: Secures $3.5MM Financing from Private Placement Offering
----------------------------------------------------------------
On January 30, 2004, DynTek Inc. closed the private placement of a
$3,500,000 principal secured convertible three-year term note with
the Laurus Master Fund, Ltd. in an offering exempt from the
registration requirements of the Securities Act of 1933, as
amended, pursuant to Rule 506 of Regulation D promulgated under
the Act.  

This note bears interest at the Prime Rate (which under no
circumstances will be considered to fall below 4%) plus 1%
(currently 5%), with interest payable monthly on a current basis
commencing in March 2004 and level payments of principal
commencing August 1, 2004. The note is convertible to DynTek
common stock at the option of the investor.  

DynTek's monthly payments of principal and accrued interest under
the note may be made by delivering common stock shares instead, if
at the time such stock payment is delivered (i) there exists an
effective registration statement covering the distribution of such
shares by the investor and (ii) the market price for such shares
is greater than 115% of $.90 per share, the price fixed for
conversion to common stock of  amounts outstanding under the note.  
Subject to the same restrictions on stock payments of monthly
accrued interest and principal, the entire principal and accrued
interest of the note may be prepaid in common stock. Any amounts
of note principal paid in cash, including  prepayments of the
entire note principal, shall be subject to a 2% premium payment
(which is increased to a 4% premium payment in the event that an
effective registration statement  covering the conversion shares
is not in place).  As part of the transaction, Laurus Funds also
received a five-year warrant to purchase 425,000 shares of DynTek
common stock, exercisable as follows: 125,000 shares at $1.1225
per share; 175,000 shares at $1.347 per share; and 125,000 shares
at $1.5715 per share.

Distribution by Laurus Funds of all of the common stock shares
subject to note conversion and issuable upon exercise of the
warrant will be registered under the terms of a Registration
Rights Agreement, which registration statement must be declared
effective by the Securities  and Exchange Commission no later than
August 29, 2004.

Payment of all principal and interest under the note, as well as
performance of the  obligations of DynTek and its wholly-owned
subsidiary, DynTek Services, Inc., under all of the ancillary
agreements entered into by DynTek and DynTek Services in
connection with the sale of the note and warrant, are secured by a
perfected security interest in favor of Laurus Funds in all of the
assets of both DynTek and DynTek Services.

DynTek paid a closing fee equal to $122,500 to the manager of
Laurus Funds, agreed to make renewal payments to such affiliate
equal to .5% of outstanding note principal on each  anniversary of
the closing and paid $29,500 as reimbursement for the investor's
legal and due diligence expenses.

As of September 30, 2003, the company had a working capital
deficiency of approximately $10 million.  For the quarter ending
Dec. 31, 2003, the company reports a $5.4 million loss.  For the
six months ending Dec. 31, 2003, the company reports a $7.2
million net loss.


ELAN: Executive VP Seamus Mulligan Leaving After Restructuring
--------------------------------------------------------------
Elan Corporation, plc announced that Seamus C. Mulligan, executive
vice president, business and corporate development, is leaving the
company upon the successful completion of its recovery plan. Mr.
Mulligan is leaving to actively pursue other opportunities within
the pharmaceutical industry.

Mr. Mulligan, who joined Elan in 1984, managed the Elan
Enterprises business unit since July 2002, when the company
announced a recovery plan to restructure its businesses, assets
and balance sheet. Mr. Mulligan played a pivotal leadership role
in executing this plan, with responsibility for the company's
asset divestitures and joint venture restructurings. The recovery
plan resulted in divestiture proceeds of more than $2 billion,
$500 million ahead of the announced target of $1.5 billion. Elan
announced the successful conclusion of the plan and the end of
operations for its Elan Enterprises business unit last week.

Kelly Martin, Elan president and CEO, commented, "We appreciate
Seamus's many contributions and devotion to Elan, especially in
the last 20 months, and wish him well in his future endeavours."

                        About Elan

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

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


EL PASO: Sells El Paso Oil & Gas Canada, Inc. for $346 Million
--------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that it has agreed to
sell El Paso Oil and Gas Canada, Inc. to BG Group for
approximately US$346 million.  The sale encompasses approximately
690,000 net acres of leasehold, including properties that had an
average production rate of 57 MMcfe/d, net to El Paso's interest,
as of December 31, 2003.  This transaction, which is expected to
close in March 2004, covers all of El Paso's Canadian assets with
the exception of the Caribou natural gas processing plant, firm
capacity on the Alliance pipeline system, and interests in Nova
Scotia.  El Paso will use the proceeds from this transaction to
repay debt and for other corporate purposes.
    
"We are making excellent progress on the asset-sales goal in our
long-range plan," said Doug Foshee, president and chief executive
officer of El Paso.  "In roughly two month's time, we have
contracted for every major asset sale that was assumed in our
December plan."

This sale supports El Paso's recently announced long-range plan to
reduce the company's debt, net of cash, to approximately $15
billion by year-end 2005.  To date, the company has announced or
closed approximately $2.9 billion of the $3.3 to $3.9 billion of
assets sales targeted under the plan.

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


ENCOMPASS: Demands Recovery of $217K Cash True-Up from Oil Capital   
------------------------------------------------------------------
On December 30, 2002, Encompass Services Holding Corporation and
Oil Capital Electric, LLC, an Oklahoma domestic limited liability
company that conducts business in the State of Texas, entered
into a Purchase and Sale Agreement.  Under the Agreement,
Encompass Electrical Technologies, Inc., and Encompass Central
Plains, Inc., sold all of their assets to Oil Capital for
$3,300,000, plus certain adjustments.

According to Courtney Tippy, Esq., at Bracewell & Patterson, LLP,
in Houston, Texas, the Agreement provides that:

   "Within 30 days following the Closing Date, the Seller shall    
   prepare and deliver to the Buyer a schedule setting forth, for
   the period commencing on November 30, 2002, and ending as of
   the Closing, the cash disbursements funded by the Seller,
   Encompass or any of their affiliates for the benefit of the
   Seller (the "Disbursements"), and cash deposits made by the
   Seller (the "Deposits").  Within three business days following
   the Buyer's receipt of such schedule, (i) the Buyer shall
   remit to the Seller in immediately available funds, the amount
   by which the Disbursements exceed the Deposits, if any; or
   (ii) the Seller shall remit to the Buyer, in like manner and
   within such period, the amount by which the Deposits exceed
   the Disbursements, if any.  Disbursements shall include, but
   not be limited to, actual cash amounts paid by the Seller or
   Encompass on behalf of the Buyer, including checks issued by
   the Buyer subsequent to November 30, 2002, but before the
   Closing that have not cleared the banks as of the Closing, and
   Deposits shall include, but not be limited to, actual cash
   amounts received by the Seller or Encompass on behalf of the
   Buyer subsequent to November 30, 2002, but before the Closing
   that have not been reflected in the Seller's accounts as of
   the Closing."

Ms. Tippy tells the Court that the "Closing" is defined as
occurring on or before 1l: a.m. on December 31, 2002.  Moreover,
Ms. Tippy notes that the receipts and disbursements during the
relevant period are:

  Receipts And Disbursements                   Amount
  --------------------------                   ------
  Intercompany disbursements
  through December 31, 2002                $1,959,107

  Intercompany receipts
  through December 31, 2002               ($1,202,863)

  Intercompany disbursements
  through January 23, 2003                    $71,225

  Corporate insurance
  paid by Encompass                           $60,013

  401(k) expense
  paid by Encompass - December                $30,417

  Health Insurance
  paid by Encompass - December               $108,426

  Wright Expense
  paid by Encompass - December                 $3,627
                                          -----------
  Total Cash True Up                       $1,029,982
                                          ===========

Oil Capital, however, paid only $812,317 to the Debtors on
June 20, 2003, claiming entitlement to certain impermissible
adjustments.  The current outstanding balance owed by Oil Capital
totals at least $217,665.

Ms. Tippy contends that the debt is property of the estate and is
subject to turnover pursuant to Section 542(b) of the Bankruptcy
Code.  The Debtors are entitled to immediate payment under the
terms of the Agreement.  The Debtors have made a demand for the
amount owed, but Oil Capital refused to comply with the demand.

The Agreement between the parties, Ms. Tippy maintains, is a
valid and enforceable contract.  Pursuant to the Agreement, the
Debtors are entitled to a cash true-up of $217,665.  By its
refusal to pay the amount owed to the Debtors, Oil Capital has
breached the Agreement and damaged the Debtors.

Accordingly, the Debtors ask the Court to:

   (a) direct Oil Capital to immediately turn over all property
       of their Chapter 11 estate;

   (b) award them damages for Oil Capital's breach of contract       
       not less than $217,665; and

   (c) award them their lawful interest, court costs and
       attorneys' fees as allowed by law. (Encompass Bankruptcy
       News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


ENRON: Obtains Clearance for Employee Claims Settlement Protocol
----------------------------------------------------------------
Enron Corporation and its debtor-affiliates sought and obtained
Court approval for the proposed procedures to settle certain de
minimis employment-related claims, pursuant to Sections 105(a) and
363(b) of the Bankruptcy Code and Rule 9019 of the Federal Rules
of Bankruptcy Procedure.

The Debtors will settle employee-related claims where the
settlement amount does not exceed $20,000 per individual employee
and $2,000,000 in the aggregate for all de minimis employee
settlements under these procedures:

   (a) The Debtors will provide the Creditors Committee a
       summary of the terms of each proposed settlement;

   (b) If the Creditors Committee objects within 10 days after
       the date of transmittal of the Settlement Summary, the
       Debtors, in their sole and absolute discretion, may:

        (i) seek to renegotiate the proposed settlement and
            submit a revised Settlement Summary to the Creditors
            Committee in connection therewith; or

       (ii) file a motion pursuant to Bankruptcy Rule 9019 with
            the Court seeking approval of the proposed
            settlement;

   (c) In the absence of an objection to a proposed settlement
       by the Creditors' Committee, the Debtors will be deemed
       authorized, without further order of the Court, to
       consummate the settlement described in the Settlement
       Summary;

   (d) The Debtors will file with the Court reports of all
       settlements entered into by the Debtors during the
       quarter.  The reports will set forth the name of the party
       with whom the Debtors have settled, the general nature of
       claims asserted by the party, the amounts, if any,
       asserted to be due and owing, and the amounts
       individually, and in the aggregate for which all claims
       have been settled; and

   (e) The Debtors will serve copies of the reports on (i) the
       U.S. Trustee, (ii) the attorneys for the Debtors'
       postpetition lenders, (iii) the attorneys for the
       Creditors' Committee; and (iv) the attorneys for the
       Employment Committee. (Enron Bankruptcy News, Issue No. 97;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON: Seeks Nod to Start Pension Plan Termination Proceedings
--------------------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code, Enron
Corporation, Garden State Paper LLC, Enron Facility Services,
Inc. and San Juan Gas Company, Inc. seek the Court's authority
to:

   (a) commence the "standard termination" proceedings for the
       Debtors' defined benefit pension plans;

   (b) execute plan amendments in connection with the standard
       termination proceedings; and

   (c) fund the plans and annuitization of benefits thereunder,
       for an aggregate amount of $200,000,000 and purchase
       commercial annuities to provide for the future payment of
       benefits under the Pension Plans.

               The Enron Corp. Cash Balance Plan

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that in general, employees of Enron and certain of its
affiliates were eligible to participate in the Enron Plan upon
reaching age 21.  Effective December 31, 2002, participation in
the Enron Plan was frozen and no additional employees may become
eligible to participate in the Enron Plan.  As of that date,
there are 15,760 participants with accrued benefits pursuant tot
the Enron Plan.

According to Mr. Rosen, originally, benefits under the Enron Plan
were determined according to a "final average pay" formula
through which participants earned a benefit equal to a percentage
of their average pay during their final five years of employment.  
Effective January 1, 1987, Enron adopted the Enron Corp. Employee
Stock Ownership Plan.  Thus, from January 1, 1987 through
December 31, 1994, the Enron Plan and the ESOP were
interconnected and formed part of what is called a "floor offset
arrangement."  Under this arrangement, the benefit earned under
the Enron Plan was "offset" by amounts credited to a participant
under the ESOP.  

In 1995, Enron amended the Enron Plan, freezing the offset and
converting to a "cash balance" benefit formula.  Pursuant to the
cash balance formula, each participant had a hypothetical account
in the plan, which accrued annual "cash balance" credits of 5% of
pay and interest credits based on the average yield of 10-year
U.S. Treasury bonds.  

At the time of the conversion to the cash balance formula, Enron
determined that a relatively small percentage of employees, who
tended to be older and closer to retirement, would potentially
receive a greater benefit if the pre-1995 benefit formula
remained in effect.  To protect this group, all employees who
were at least 50 years old with five or more years of service on
January 1, 1995, were made eligible to receive a benefit
calculated as the greater of what was earned under the old plan
formula through December 31, 1994 or the benefit earned under the
cash balance formula.  Enron Plan Participants continue to earn
interest credits on their plan accounts, and will continue to do
so until the Enron Plan is terminated.

Mr. Rosen notes that the funding of defined benefit pension plans
is governed by the Tax Code and the ERISA.  Although Section
412(a) of the Tax Code and Section 302 of the ERISA prescribe
minimum funding rules for pension plans, there are limits on how
much a plan sponsor can contribute to a pension plan, including
limits on deductibility under Section 404 of the Tax Code, and
the full funding limitation under Section 412(c)(7) of the Tax
Code.  Because of the interplay among the statutory provisions
and the performance of plan-related investments, in addition to
many other factors, pension plans are not always fully funded.  
The Debtors estimate that, as of December 31, 2002, the Enron
Plan had total assets of $172,000,000 and total benefit
liabilities of $354,000,000.  Consequently, subject to the
resolution of the tax-related matters, the Debtors estimate that
$182,000,000 must be contributed to the Enron Plan to fully fund
the benefits thereunder, to annuitize benefits afforded pursuant
to the Plan and to permit the Debtors to complete the "standard
termination" of the Enron Plan.

At the time Enron froze Enron Plan's "floor offset arrangement,"
Mr. Rosen reports that it filed a "determination letter" request
with the Internal Revenue Service.  Through the determination
letter process, a tax-qualified retirement plan sponsor can seek
the IRS's determination that a plan is tax-qualified under
Section 401(a) of the Tax Code.  Both Enron's amendment of the
Enron Plan and conversion to a cash balance benefit formula were
predicated on the IRS's favorable ruling as to the Enron Plan's
tax-qualified status, as modified, which were received on
January 22, 1997 and December 20, 1995.  In addition, the U.S.
Department of Labor provided an advisory opinion regarding the
freeze/conversion process on December 9, 1994.

Since Enron's Petition Date, Mr. Rosen tells the Court, the IRS
has raised certain issues concerning the manner in which the
Debtors eliminated the "floor offset arrangement" and Enron's
compliance with the Tax Code in that regard.  The Debtors
disagree with the IRS's position regarding this matter.  In the
event of an adverse determination regarding the tax-qualified
status of the Enron Plan, the Debtors reserve the right to
request further relief.

Because of the relatively brief period for which the cash balance
benefit formula has been in effect, the bulk of the benefit
liability under the Enron Plan was earned under the "final
average pay" formula and ultimately would be paid to participants
in the form of annuities.  The Debtors propose that, pursuant to
the Enron Plan's "standard termination," the annuity obligations
be secured through the purchase of annuity contracts from
commercial insurance carriers with payments commencing at
retirement, or earlier under certain circumstances.  Upon the
successful completion of a "standard termination," the Debtors
believe that the balance of benefits will most likely be paid in
lump sum cash payments that participants will have the option to
roll over to plans of a new employer or individual retirement
arrangements to avoid immediate taxation.  However, participants
will have the option to elect annuity forms of benefit payment.  
Notwithstanding, Mr. Rosen clarifies that it is possible that the
participants may lose the ability to receive tax-free rollover
payments of their benefits if the IRS reverse its prior position
and issues an adverse determination as to the tax-qualified
status of the Enron Plan.

                    The Garden State Plan

The Garden State Plan was originally adopted effective August 28,
2000, when certain assets were spun out of the pension plan
maintained by Media General, Inc. -- the entity that sold the
mill business and recycling businesses to Garden State.  
Substantially all of the assets of Garden State were sold
pursuant to Court orders.  Garden State's remaining officers and
directors continue to act on behalf of Garden State in its
capacity as administrator of the Garden State Plan.

Mr. Rosen informs the Court that as of December 31, 2001, there
are 134 participants with accrued benefits under the Garden State
Plan.

Benefits under the Garden State Plan accrued under a "final
average pay" formula, whereby participants earned a monthly
benefit that is a percentage of their final average compensation.

The Debtors estimate that, as of August 31, 2003, the Garden
State Plan had $656,606 total assets and $1,065,721 in benefit
liabilities.  Thus, the Debtors estimate that $409,115 must be
contributed to the Garden State Plan to fully fund the plan, to
permit them to annuitize benefits under the plan in accordance
with applicable law and complete the "standard termination" of
the Garden State Plan.

Upon the successful completion of the standard termination, the
benefit liabilities under the Garden State Plan will be satisfied
through the purchase of commercial annuities, which will commence
payments to the participants at retirement age, or earlier in
certain circumstances.

                       The EFS Plan

The EFS Plan was adopted effective January 1, 1981.  The EFS Plan
is administered by Enron Energy Services Operations, Inc.  
Pursuant to Court orders, substantially all of the EESO assets
were sold.  EESO's remaining officers and directors continue to
act on behalf of EESO in its capacity as administrator of the EFS
Plan.  Enron anticipates that, once the remaining EESO assets are
sold, either the EFS Plan will be transferred to the buyer of the
assets, EESO's remaining officers and directors will continue to
act on behalf of EESO as EFS Plan administrator, or Enron will
assume the sponsorship and administration of the EFS Plan.  In
this event, the EFS Plan will remain within the Enron-controlled
group of corporations.

According to Mr. Rosen, as of December 31, 2002, there are 2,180
participants with accrued benefits under the EFS Plan.

Benefits under the EFS Plan are accrued under a "final average
pay" formula, whereby participants earn a monthly benefit that is
a percentage of their final average compensation.  For certain
participants, benefits are determined under a "floor offset
arrangement" between the EFS Plan and the Limbach Holdings, Inc.
Profit Sharing Retirement Plan that was frozen in 1989.

The Debtors estimate that the total assets under the EFS Plan is
$39,822,000 and benefit liabilities reach $48,132,000.  
Accordingly, $8,310,000 must be contributed to the EFS Plan to
fully fund it, to permit the Debtors to annuitize the benefits
under the plan in accordance with applicable law, and to permit
the completion of a "standard termination" of the EFS Plan.

Upon the successful completion of a "standard termination" of the
EFS Plan, the benefit liabilities under it will be satisfied
through the purchase of commercial annuities, which will commence
payments to the participants at retirement age or earlier in
certain circumstances.

                       The San Juan Plan

San Juan Gas LLC administers the San Juan Plan, which was
originally adopted effective January 1, 1979.  Pursuant to a
Court order dated July 10, 2003, the liquefied petroleum gas and
fiber assets of San Juan's business were sold.  San Juan's
remaining officers and directors continue to act as the San Juan
Plan administrator.

As of December 31, 2002, there are 93 participants with accrued
benefits under the San Juan Plan.  Benefits under the San Juan
Plan are accrued under a "final average pay" formula, whereby
participants earn a monthly benefit that is a percentage of their
final average compensation.

The Debtors estimate that, as of December 31, 2002, the San Juan
Plan had total assets amounting to $627,151 and benefit
liabilities of $597,257.  Thus, the San Juan Plan is overfunded
and nothing further must be contributed to the San Juan Plan to
permit the Debtors to annuitize benefits under it in accordance
with the applicable law, and to permit the completion of
commencement of a "standard termination" of the San Juan Plan.

Upon the successful completion of a "standard termination" of the
San Juan Plan, the benefit liabilities under the San Juan Plan
will be satisfied through the purchase of commercial annuities,
which will commence payments to participants at retirement age or
earlier in certain circumstances.

                     Participant Benefits

According to Mr. Rosen, the funding and annuitization of benefit
liabilities under the Pension Plans, in accordance with
applicable law, can only have a positive effect on the benefits
to be received by participants.  If the Court grants their
request, the Debtors believe that the participants will receive
the full value of their benefits, determined in accordance with
the terms and conditions of the Pension Plans either through the
purchase of commercial annuities or through lump sum cash
payments, which the participants can receive directly or roll
over to other retirement plans or individual retirement accounts.  
However, it should be noted that it is possible that participants
in the Enron Plan may be impacted if the IRS reverses the
position taken in the IRS Letters and there is a resultant
adverse determination as to the tax-qualified status of the Enron
Plan.  Nevertheless, if the Court grants the Debtors' request, it
will provide all Pension Plan participants with a substantial
improvement in benefit security, even if the IRS were to issue an
adverse determination as to the tax-qualified status of the Enron
Plan, as the majority of the benefits were accrued under the
Enron Plan's pre-amendment formula.

            Commencement of Termination Proceedings

The Debtors intend to commence proceedings for the "standard
termination" of the Pension Plans in accordance with Section 1341
of the Labor Code.  The requirements for a "standard termination"
include, among others, that:

   -- all accrued benefits are fully funded;

   -- certain notices and information are provided to plan
      participants;

   -- certain notices and forms are provided to the PBGC and the
      IRS; and

   -- certain approvals are received from the PBGC and the IRS.

Assuming there is no adverse determination regarding the tax-
qualified status of the Enron Plan, and following the Court's
approval to fund the Pension Plans, each of the Debtors would
adopt a proposed termination date for the Pension Plans, provide
notices to participants, and make certain initial filings with
the PBGC and the IRS.  After the initial filings, the PBGC and
the IRS would continue to review, among other things, the Pension
Plans, their terms, the methodologies used to calculate
liabilities and funding, and the proposed method of distribution
of benefits to, or for the benefit of, plan participants.  If the
PBGC and the IRS do not disapprove the proposed termination, the
Pension Plans and their trusts would be fully terminated.  
Thereafter, the Debtors believe that there would be no further
liability for the Debtors and their non-debtor affiliates with
respect to benefits accrued under the Pension Plans.

To reduce or eliminate the PBGC's concerns regarding the Debtors'
intent to fund and terminate the Pension Plans, Mr. Rosen informs
Judge Gonzalez that the Debtors engaged in a series of meetings
and information productions for the PBGC beginning in August
2003.  During this time, the Debtors provided PBGC with
documentation of assets and liabilities under the Pension Plans,
participant forfeitures, the ESOP, estimates of cost to annuitize
benefits under the Pension Plans, annual reports under the
Pension Plans, several reconciliation of the data, meetings in
person and by telephone and access to all of the Debtors' service
providers under the Pension Plans.  The Debtors believe that they
have complied with all reasonable requests of the PBGC, and will
continue to use their reasonable best efforts to do so, in
addition to providing all Pension Plan information required by
statute or regulation.

                 Acceleration of Benefit Vesting

Mr. Rosen relates that benefits accruing under defined benefit
retirement plans are generally subject to vesting over time.  In
general, once a plan participant separates from service with the
employer or plan sponsor, continued vesting ceases.  Any portion
of the benefit not vested at the time of termination of
employment is subject to forfeiture.  Due to the continuing
decline in the Debtors' workforce and future plan reductions, the
Debtors believe that it is reasonable and appropriate to amend
the Pension Plans to provide immediate vesting of benefits for
plan participants so that the reduction do not create the
perverse incentive of reducing the Debtors' costs solely at the
expense of its remaining workforce.  

Section 204(i)(B) of the ERISA prohibits an amendment to the plan
while the employer is in bankruptcy where the amendment changes
benefit accruals under the plan.  If the Court grants their
request, the Debtors would be able to amend the Pension Plans
without running afoul of ERISA.  However, because of the time it
will take to have their request heard and to secure the funding,
the Debtors are concerned that planned reductions in force will
take place before amendments to the Pension Plan may be
implemented, thus increasing the number of Pension Plan
participants whose benefits are subject to forfeiture due to
termination of employment.  To ensure that the fewest
participants possible are adversely affected, the Debtors propose
to amend the Pension Plans, in their discretion, after the Court
approves their request.

Taking all these information in, Mr. Rosen argues that the
Debtors' request should be granted because:

   * If the Pension Plans are terminated during these Chapter
     11 cases while underfunded, the PBGC's contingent claims
     may mature and become liquidated;

   * The calculation of liability for underfunded Pension Plans,
     based on PBGC regulations, could be higher than if the
     Debtors were to fully fund the benefit liabilities as part
     of a "standard termination" of the Pension Plans;

   * The PBGC may be entitled to perfect a statutory tax lien
     against a plan sponsor's non-debtor ERISA controlled group
     members for unfunded benefits in an amount that can be no
     more than 30% of the collective net worth of the controlled
     group;

   * The PBGC's ability to assert claims and liens against non-
     debtor members of the Debtors' controlled group may allow
     it access to value in non-debtor interests that could
     result in the PBGC priming the Debtors' other creditors and
     at a far greater ultimate cost to the Debtors and their
     non-debtor affiliates than if the Debtors were to fund and
     terminate the Pension Plans voluntarily pursuant to a
     "standard termination";

   * The proposed process by which the Debtors will fund,
     terminate and annuitize benefits under the Pension Plans is
     subject to the regulations of the PBGC, the IRS and the
     Labor Department and will, therefore, be done in a manner
     that ensures compliance with applicable law;

   * The funding of the Pension Plans will not adversely affect
     the plan participants and is consistent with the interests
     of the Debtors' creditors;

   * Funding the Pension Plans for "standard termination" and
     annuitizing benefits will provide the Debtors with the most
     cost-effective method of funding the Pension Plans and
     minimizing or eliminating the PBGC's interest in the
     Debtors' Chapter 11 cases; and

   * Upon successful completion of a "standard termination" of
     each of the Pension Plans, the PBGC's contingent claims,
     aggregating $424,100,000, against the Debtors will be
     eliminated, which will enhance the value of the Debtors'
     assets. (Enron Bankruptcy News, Issue No. 98; Bankruptcy
     Creditors' Service, Inc., 215/945-7000)


EXCALIBUR IND: Shoos Away Cross & Installs Malone as New Auditor
----------------------------------------------------------------
On January 19, 2004, Excalibur Industries, Inc., dismissed Cross
and Robinson as its independent accountants, and the Company has
engaged Malone & Bailey, PLLC as independent accountants.

The accountant's reports of Cross and Robinson on the Company's
financial statements as of, and for, the year ended
December 31, 2002 stated that Excalibur's recurring losses from
operations, its significant acquisition and operating debt, some
of which is in default, and its net capital deficiency all raise
substantial doubt about Excalibur's ability to continue as a going
concern.

The decision to change accountants from Cross and Robinson to
Malone & Bailey, PLLC was approved by the Company Board of
Directors.  The engagement of Malone & Bailey, PLLC was made on
January 26, 2004.

  
EXIDE TECH: Court Okays Monroe Mendelsohn's Retention as Expert
---------------------------------------------------------------
The Exide Technologies Debtors sought and obtained the Court's
authority to employ Walter McCullough, Chief Executive Officer of
Monroe Mendelsohn Research, Inc., as an expert witness in
connection with a lawsuit concerning EnerSys' objection to their
rejection of certain executory contracts, nunc pro tunc to
November 7, 2003.

Mr. McCullough, and other professionals at Mendelsohn will:

   (a) render any requested advice or expert opinion that may be
       required to assist in the Lawsuit;

   (b) provide information relevant to the Survey Issue;

   (c) possibly testify before the Court as witness for the
       Debtors; and

   (d) perform all other services for the Debtors, which may be
       necessary and proper in furtherance of the matters for
       which Mr. McCullough is being employed.

The Debtors will compensate Mendelsohn on behalf of Mr.
McCullough's services on an hourly basis.  The Debtors will also
reimburse the firm for actual, necessary expenses and other
charges incurred.  The firm's current standard hourly rates are:

     Walter McCullough                 $500
     Senior Project Managers            200
     Clerical Staff                      25 - 100

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)


EXTENDICARE: Sells 2 Ontario Facilities to Chartwell for $19.6MM
----------------------------------------------------------------
Extendicare Inc. closed the sale of Extendicare North York and The
Gibson, a nursing and a retirement home in Ontario, to Chartwell
REIT.

The two facilities comprising 275 beds were sold for gross
proceeds of $19.6 million, of which $6.7 million will be used to
retire long-term debt associated with the homes. The pre-tax gain
on disposal is approximately $13.0 million. For the nine months
ended September 30, 2003, these facilities contributed $10.0
million to revenue, $1.7 million to EBITDA and approximately $0.9
million to net earnings.

Extendicare will continue to monitor the performance of its
various operations and rationalize its portfolio as required.

The September 30, 2004, balance sheet discloses a working capital
deficit of about CDN$2.4 million.  


EXTENDICARE: Will Pay Series 1 Preferreds' Dividend on Mar. 15
--------------------------------------------------------------
Extendicare Inc. (TSX: EXE and EXE.A; NYSE: EXE.A) reports a
monthly dividend of $0.071 per share, on the Company's Class II
Preferred Shares, Series 1 (EXE.PR.E) has been declared payable on
March 15, 2004, to shareholders of record on February 27, 2004.
The floating rate monthly dividend on the Class II Preferred
Shares, Series 1 is based on the prime interest rate on
January 31, 2004.


FACTORY 2-U: Seeks to Obtain 45 Million Postpetition Facility
-------------------------------------------------------------
Factory 2-U Stores, Inc., is seeking authority from the U.S.
Bankruptcy Court for the District of Delaware to obtain
postpetition financing from CIT Group/Business Credit, Inc., and
GB Retail Funding, LLC.

Prior to filing its chapter 11 petition, the Debtor entered into
Financing Agreements with the CIT Group, as Tranche A lender, and
GB Retail Funding, LLC, as Tranche B lender.  As of the petition
Date, the Debtor owed the Lenders $5,400,000 on account of
outstanding revolving loans and $10,500,000 on account of issued
and undrawn CIT letters of credit.

The Prepetition Obligations are secured by liens on all of the
Debtor's cash, inventory, accounts, general intangibles,
investment property, and equipment.  Currently, the value of the
inventory and accounts receivable securing the Prepetition
Obligations is $51,690,000 on a cost basis.

The Debtor tells the Court that it has access to limited cash.
Additionally, its cash is currently encumbered by liens securing
the Prepetition Obligations under the Prepetition Financing
Facility.  Even if it gets the consent to use its lenders' cash
collateral, it would exhaust that cash collateral in the near
term.  Over the next three weeks, the Debtor projects that it may
be required to borrow up to $3 million under the Postpetition
Financing pact.  

After extensive arms-length and good faith negotiations with the
Lenders, and the lack of any more favorable alternatives, the
Debtor has determined to enter into a debtor-in-possession
financing facility with the Lenders.

The New DIP Facility provides the Debtor with access of up to
$45,000,000 of new credit for up to one year.  

The Debtor will pay the Lenders four fees:

     a) Early Termination Fee -- in the event of early
        termination -- of the greater of $250,000 or 1.0% of the
        Tranche A Loan Ceiling;

     b) Letter of Credit Fee of 2.50% per annum of the
        outstanding Letters of Credit balance;

     c) Line of Credit Fee of $0.375% of sum of the Line of
        Credit minus the outstanding Tranche A Obligations,
        minus $5,000,000; and

     d) Closing Fee of 1% of the Line of Credit.

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


FORD MOTOR: Elects Stephen G. Butler to Board of Directors
----------------------------------------------------------
Ford Motor Company (NYSE: F) announced the election of Stephen G.
Butler, the retired chairman and chief executive officer of KPMG,
LLP, to the company's Board of Directors.

Butler, 56, retired from KPMG in 2002 following a 33-year career
with the international accounting, tax and consulting firm.  At
the time of his retirement, KPMG's operations included more than
100,000 employees servicing clients in 150 countries.

"Our board welcomes Steve's strong accounting and financial
background and his overall business acumen," said Chairman and
Chief Executive Officer Bill Ford.  "With Steve's election, Ford
has gained the talents and wisdom of an individual who understands
and appreciates the challenges of operating and growing a global
business."

Butler added: "As a Ford Motor Company director I will have an
opportunity to apply my years of experience in international
accounting and finance to a strong global company.  I'm enthused
about Ford's future and look forward to contributing to its
success."

Butler's appointment, which is effective immediately, increases
the number of company directors to 16.  He will be a member of the
audit, finance and nominating and governance committees.  In
addition, Butler will continue to serve as a director on the board
of Cooper Industries, Ltd., where he serves on the audit and
nominating and corporate governance committees; and as a director
on the board of ConAgra Foods, where he serves on the audit
committee.

A native of Kansas City, Mo., Butler graduated cum laude with a
degree in business from the University of Missouri, Columbia, in
1969, the year he began his KPMG career.

Ford Motor Company, a global automotive industry leader based in
Dearborn, Mich., manufactures and distributes automobiles in 200
markets across six continents.  With more than 318,000 employees
worldwide, the company's automotive brands include Aston Martin,
Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo.  Its
automotive-related services include Ford Credit, Quality Care and
Hertz.   Ford Motor Company celebrated its 100th anniversary on
June 16, 2003.

                        *    *    *

As reported in the Troubled Company Reporter's December 5, 2003
edition, Standard & Poor's Ratings Services lowered its rating on
STEERS  Credit-Backed Trust Series 2002-3F and removed it from
CreditWatch  with negative implications, where it was placed Nov
6, 2003.

The lowered rating and CreditWatch removal reflects the lowered
rating and CreditWatch removal of Ford Motor Co.'s long-term
corporate credit, senior unsecured debt, and preferred stock
ratings, and those of its related entities on Nov. 12, 2003.

The transaction is a swap-dependent synthetic transaction that is
weak-linked to the referenced obligation, Ford Motor Co. Capital
Trust II's preferred stock. The lowered rating and CreditWatch
removal reflects the credit quality of the underlying securities
issued by Ford Motor Co.


GADZOOKS INC: Asks Permission to Employ Akin Gump as Counsel
------------------------------------------------------------
Gadzooks, Inc., is seeking permission from the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division, to
employ Akin Gump Strauss Hauer & Feld LLP as its bankruptcy
counsel.

The Debtor seeks to retain Akin Gump because of the Firm's
extensive knowledge of the company's operations and vast
experience in the area of bankruptcy law.

Akin Gump will:

     a. render legal advice with respect to the powers and
        duties of the Debtor that continues to operate its
        business and manage its properties as debtor in
        possession;

     b. negotiate, prepare and file a plan or plans of
        reorganization and disclosure statements in connection
        with such plans, and otherwise promote the financial
        rehabilitation of the Debtor;

     c. take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        the Debtor's behalf, the defense of any actions
        commenced against the Debtor, negotiations concerning
        all litigation in which the Debtor is or becomes
        involved, and the evaluation and objection to claims
        filed against the estate;

     d. prepare, on behalf of the Debtor, all necessary
        applications, motions, answers, orders, reports and
        papers in connection with the administration of the
        Debtor's estates, and appear on behalf of the Debtor at
        all Court hearings in connection with the Debtor's case;

     e. render legal advice and perform general legal services
        in connection with the foregoing; and

     f. perform all other necessary legal services in connection
        with this chapter 11 case.

The Debtor reports that on the Petition Date Akin Gump was holding
a $100,00 retainer to secure payment of the law firm's
postpetition fees.  Akin Gump will bill the Debtor at these rates:

          partners and counsel      $285 to $775 per hour
          associates                $160 to $450 per hour
          paralegals                $95 to $195 per hour

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


GADZOOKS INC: Great American Group Commences Store Closings
-----------------------------------------------------------
Great American Group, one of the nations leading asset management
firms, has commenced the orderly liquidation of 127 under-
performing stores for Gadzooks, Inc. Gadzooks is a mall-based
specialty retailer, carrying casual wear, accessories, footwear,
swimwear, and cosmetics for fashion-forward teens across the
country. The sale began Thursday, February 12, 2004 and is
expected to run approximately 8 weeks. Gadzooks' 252 remaining
stores, spanning 41 states, will continue as a leading provider of
trendy apparel and accessories for juniors.

"Gadzooks has always had a keen ability to interpret teen trends
and express them through their private label and up-and-coming
brands. This is a great opportunity for teens to buy the latest
fashions and receive great savings," stated Harvey M. Yellen,
Chief Executive Officer of Great American Group. For a complete
list of store-closings, please visit http://www.greatamerican.com/

Great American Group provides financial services to North
America's most successful retailers, distributors, and
manufacturers. Their well-established services center on turning
excess assets into immediate cash through strategic store closings
and wholesale and industrial liquidations and auctions. In the
past several years, they have converted over $16 billion of
problem inventory into cash. With over 30 years of liquidation
experience, Great American Group has successfully completed over
1,000 transactions. Their Appraisal Group provides the highest
quality appraisals and valuations; with a firm commitment to
excellence, responsiveness, and confidentiality. Headquartered in
Los Angeles, Great American Group also has offices in Chicago,
Boston, New York, and Atlanta. For more information, please visit
the Great American Group website at http://www.greatamerican.com
or call Sandy Feldman at 1-800-85-GREAT.

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


GARDEN RIDGE: Gets Okay to Appoint Altman Group as Claims Agent
---------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to employ and retain The Altman Group, Inc., as
Notice, Claims, Solicitation and Balloting Agent.

The Debtors report they have numerous creditors, potential
creditors and parties in interest to which certain notices must be
sent and who will file claims in these cases.  The Debtors submit
that the most effective and efficient manner by which to
accomplish the process of receiving, docketing, maintaining,
photocopying and transmitting proofs of claim and other documents
in these cases is to engage an independent third party to act as
an agent of the Court.

In its capacity as the appointed agent of the Court, Altman Group
will:

     a. mail a notice of commencement of cases to all creditors,
        security holders and other required parties;

     b. once the bar date has been set, mail proof of claim
        forms to all creditors with the scheduled amount noted,
        as well as to other identified parties;

     c. if requested, handle the docketing of any claims filed
        with the Court, or coordinating the receipt of filed
        claims;

     d. prepare the register of claims;

     e. prepare periodic updates of the register of claims to
        reflect claim amendments, stipulations, and rulings;

     f. prepare any exhibits for objections, as requested;

     g. testify at hearings on claims objections;

     h. respond to creditors who may have questions about their
        claim or the claims process;

     i. mail notices to claimants;

     j. mail voting documents to claimants and tabulating
        returned ballots;

     k. prepare a certified report of the voting results for
        delivery to the Bankruptcy Court; and

     l. provide such other services as may be requested by the
        Debtors, counsel to the Debtors or the Bankruptcy Court.

Kenneth L. Altman, President of The Altman Group, Inc., tells the
Court that his firm will bill the Debtors at its current rates of:

      Database                        $125 to $150 per hour
      Claims Docketing                $100 to $150 per hour
      Document Management             $100 to $150 per hour
      Software/Hardware               $125 to $175 per hour
      Voting and Tabulation           $100 per hour
      Consulting Charges:
        Senior Managing Director      $300 per hour
        Managing Director             $250 to $275 per hour
        Senior Bankruptcy Consultant  $225 to $250 per hour
        Bankruptcy Consultant         $175 to $225 per hour
        Senior Account Executive      $150 to $175 per hour
        Account Executive             $125 to $150 per hour
        Telephone Service Rep         $100 per hour

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


GLOBAL CROSSING: Judge Gerber Disallows Three EXDS Lessor Claims
----------------------------------------------------------------
GlobalCenter, Inc. entered into certain non-residential property
leases with third party lessors for use as Internet data centers
and office space.  Certain Global Crossing Debtors, including
Global Crossing North America, Inc. and Global Crossing Holdings
Ltd., guaranteed GlobalCenter's obligations under certain
GlobalCenter Leases.

In January 2001, Exodus Communications, Inc. -- now known as
EXDS, Inc. -- acquired GlobalCenter in a stock transaction with
Global Crossing Ltd. and its affiliates.  Notwithstanding the
acquisition, certain of the GX Lease Guarantees remained in
effect as of the Petition Date.

On September 26, 2001, EXDS and certain of its subsidiaries and
affiliates each filed a voluntary petition under Chapter 11 of
the Bankruptcy Code with the U.S. Bankruptcy Court for the
District of Delaware.  In connection with its Chapter 11 cases,
EXDS rejected the GlobalCenter Leases covered by the GX Lease
Guarantees.  Certain of the lessors under the GlobalCenter Leases
have filed proofs of claim against the GX Debtors asserting
claims under the GX Lease Guarantees.

The Debtors and the Creditors Committee object to 12 EXDS Lessor
Claims based on any of these reasons:

   (A) The Debtors and the Committee have been unable to evaluate
       certain of the EXDS Lessor Claims because the claimholders
       have not provided adequate information regarding how they
       calculated Section 502(b)(6) of the Bankruptcy Code's cap
       amounts with regard to their claims and what amounts they
       included as rent reserved for purposes of the calculation;

   (B) It appears that several EXDS Lessor Claims reflect claim
       amounts that were calculated without applying Section
       502(b)(6) of the Bankruptcy Code to limit such claims.
       Not surprisingly, the amounts of these Claims are
       significantly overstated;

   (C) The GlobalCenter Leases generally employ a damages
       calculation methodology on lease termination that is
       similar to the "actual damages" calculation methodology.
       Thus, it is necessary to determine whether to apply the
       methodology required under the GlobalCenter Leases or to
       apply the "actual damages" calculation methodology, as
       either one will yield the same result.  Where a lessor has
       in fact relet the real property covered by a rejected
       lease, the amount of the lessor's claim on account of the
       rejection is reduced before the application of Section
       502(b)(6).  A lessor is entitled to no rejection damages
       under a rejected real property lease if the lessor has in
       fact relet the property formerly covered under the
       rejected lease at the same or at a higher rental rate.
       Pursuant to the terms of the GX Lease Guarantees
       themselves, claims against the guarantor Debtors also
       should be reduced to account for mitigation.

       The Debtors and the Committee object to certain EXDS
       Lessor Claim because the claimholder has failed to provide
       any documentation or other evidence showing that the
       holder:

       * has mitigated or has attempted to mitigate damages; or

       * has not already relet or sold the premises covered by
         the rejected lease that is the subject of its claim.

   (D) Certain EXDS Lessor Claims are duplicative of another
       claim filed against one or more of the Debtors;

   (E) The amount of security deposit held by a lessor must be
       deducted from the lessor's claim after application of the
       Section 502(b)(6) cap.

       The Debtors and the Committee object to certain EXDS
       Lessor Claims to the extent that the claimholder has
       failed to reduce the amount of such claim, after
       application of Section 502(b)(6), by the amount of any
       related security deposits;

   (F) The Debtors and the Committee object to certain EXDS
       Lessor Claims to the extent that the holder of such claim
       has failed to provide sufficient documentation supporting
       such claim, including any expenses, costs, taxes and
       additional rent items included in the amount of such
       claim;

   (G) The Debtors and the Committee object to certain EXDS
       Lessor Claim to the extent that any amount of such claim
       is sought to be allowed as an administrative expense or as
       a priority claim.  The claimholders have failed to
       demonstrate that any of their claims are for actual and
       necessary costs and expenses of preserving the Debtors'
       estates.  These claimholders have also failed to show that
       any of their claims should otherwise be allowed on a
       priority basis.

The EXDS Lessor Claims are:

Lessor              Claim No.      Amount   Disposition
------              ---------      ------   -----------
Infomart New York     1211    $64,624,075   Disallow in its
                                            entirety, or allow
                                            for $47,505,300

Infomart              4100      3,617,498   Disallow in its
                                            entirety, or allow
                                            for $3,617,498

Grove Willow, LLC     1278     40,301,810   Disallow in its
                                            entirety, or allow
                                            for $19,621,462

KFPLB Michelson       1279     19,797,026   Disallow in its
Jamboree, LLP                               entirety, or allow
                                            for $16,598,549

Mission West          4033     16,710,605   Disallow in its
Properties LP                               entirety, or allow
                                            for $10,936,726

Lakeside Real         7495      4,884,561   Expunge and disallow
Estate Trust                                in its entirety

Lakeside Purchaser,   7496     30,459,647   Disallow in its
LLC                                         entirety, or allow
                                            for $17,465,250

Site One LLC           319      5,288,074   Disallow in its
                                            entirety, or allow
                                            for $4,765,671

The Bowling           4052      3,173,492   Disallow in its
Revocable Trust                             entirety, or allow
                                            for $1,022,594

National Office        358        316,736   Disallow in its
Partners, LP                                entirety, or allow
                                            for $183,212

MOM Mall of           5063     42,676,158   Disallow in its
Munich                                      entirety, or allow
                                            for $6,954,941

Mallia Properties     8181     26,498,055   Disallow in its
Ltd.                                        entirety, or allow
                                            for $6,705,073

The Debtors and the Committee jointly ask the Court to disallow
each EXDS Lessor Claim in its entirety.  However, if the
claimholder has attempted to mitigate such claim to the Debtors
and the Committee's satisfaction, and this mitigation has not
reduced the amount of the claim as "capped" pursuant to Section
502(b)(6), the Debtors and the Committee ask the Court to allow
the Claim for no more than the proposed allowed amount.

                        *    *    *

Judge Gerber disallows and expunges in their entirety the EXDS
Lessor Claims filed by Site One LLC, MOM Mall of Munich, and
Mallia Properties Ltd.  The remaining nine claims will be subject
to further hearing. (Global Crossing Bankruptcy News, Issue No.
55; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GREAT LAKES AVIATION: Reports Improved January 2004 Traffic
-----------------------------------------------------------
Great Lakes Aviation, Ltd. (OTC Bulletin Board: GLUX) announced
preliminary passenger traffic results for the month of January.

Scheduled service generated 10,626,000 revenue passenger miles
(RPM's), a 20.4 percent increase from the same month last year.  
Available seat miles (ASM's) decreased 0.02 percent to 28,949,000.  
As a result, load factor increased 6.2 points to 36.7 percent.  
Passengers carried increased 15.5 percent to 37,922 when compared
with January 2003.

Great Lakes is providing scheduled passenger service at 41
airports in eleven states with a fleet of Embraer EMB-120
Brasilias and Raytheon/Beech 1900D Regional Airliners.  A total of
194 weekday flights are scheduled at three hubs, with 184 flights
at Denver, 4 flights at Minneapolis/St. Paul, and 6 flights at
Phoenix.  All scheduled flights are operated under the Great Lakes
Airlines marketing identity in conjunction with code-share
agreements with United Airlines and Frontier Airlines at their
Denver hub.

Additional information is available on the company web site that
may be accessed at http://www.greatlakesav.com

                        *    *    *

                  Going Concern Uncertainty

On February 28, 2003, the Company discontinued all operations at
its Chicago O'Hare hub along with corresponding service to the
subsidized communities of Manistee, Ironwood and Iron Mountain,
Michigan and Oshkosh, Wisconsin after the United States Department
of Transportation elected to select a carrier to provide EAS to a
different hub for all points except Oshkosh. At Oshkosh the
community's eligibility for subsidy was terminated.

In April 2003, the Company began negotiations with United to
modify and extend the existing code share agreement beyond its
current expiration date of April 30, 2004. During the negotiation
process, United filed a preemptive motion in the bankruptcy court
to reject the code share agreement. On July 11, 2003 the Company
and United signed a Memorandum of Understanding outlining the
terms of the proposed amendment to the code share agreement. On
July 18, 2003, United withdrew its bankruptcy court motion to
reject the code share agreement. Also effective on that date, the
Company and United amended their code share agreement, formalizing
the terms under which the two companies will operate in the
future.

Pursuant to the amendment to the code share agreement, the Company
granted United rights to enter five Denver hub markets for which
the Company previously had exclusivity rights. In exchange for
releasing exclusivity with respect to those markets, previous
restrictions placed on the Company regarding code sharing and
frequent flier program participation at the Denver hub with other
major carriers was removed. The Company and United also agreed on
a payment structure for amounts the Company owes United.

Subject to the Company's compliance with the code share agreement,
as amended, as of December 31, 2005, United has agreed to extend
the term of the code share agreement through April 30, 2007.
United may elect to assume or reject the amended code share
agreement in connection with its ongoing bankruptcy proceedings.

Due to significant losses in 2001 and 2002, at December 31, 2002,
the Company had exhausted its outside sources of working capital
and funds and was in arrears in payments to all the institutions
providing leases or debt financing for the Company's aircraft. On
December 31, 2002 and during the first four months of 2003, the
Company restructured its financing agreements with Raytheon
Aircraft Credit Corporation and certain other institutions
providing financing for the Company's aircraft. The effect of
these restructurings was to reduce the Company's total debt and
lease obligations owing to these creditors and to reduce the
amount of the Company's scheduled monthly debt and lease payments.
The restructuring with Raytheon also provided for the return of
seven surplus aircraft not used in current operations to Raytheon
during the course of 2003.

During 2003, the Company, due to the effects of reduced traffic
and correspondingly reduced revenue during the Iraq War, has been
unable to generate sufficient cash flow to service the Company's
restructured debt and lease payment obligations as required by the
Raytheon and other restructuring agreements. As of June 30, 2003
the Company was approximately $4.9 million, or 75%, in arrears in
respect of such rescheduled payments for the six months ending
June 30, 2003 and in default on substantially all of the Company's
agreements with the institutions providing financing for the
Company's aircraft.

There are significant uncertainties regarding the Company's
ability to achieve the necessary cash flow to meet the payments
required under the Raytheon and other restructuring agreements due
to a variety of factors beyond the Company's control, including
the outcome of United's reorganization in bankruptcy, the
evolution of United's continuing code share relationship with the
Company; reduced passenger demand as a result of general economic
conditions, public health concerns, security concerns and foreign
conflicts; volatility of fuel prices; and the amount of Essential
Air Service funding and financial support available from the U.S.
government.

Ultimately, the Company must generate sufficient revenue and cash
flow to meet the Company's obligations as currently structured,
obtain additional outside financing or renegotiate the Company's
restructured agreements with its creditors in order to set a level
of payments that can be reasonably serviced with the cash flows
generated by the Company under current market conditions. The
Company is engaged in on-going negotiations with Raytheon and its
other creditors with respect to its default under the terms of its
debt and lease agreements with these institutions.

The Company's auditors have included in their report dated
March 17, 2003 on the Company's financial statements for the year
ended December 31, 2002 an explanatory paragraph to the effect
that substantial doubt exists regarding the Company's ability to
continue as a going concern due to the Company's recurring losses
from operations and the fact that the Company has liabilities in
excess of assets at December 31, 2002.


HASKELL LIMITED: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Haskell Limited Partnership
             220 Fisher Avenue
             63-69 Park Hill Avenue
             Boston, Massachusetts 02120

Bankruptcy Case No.: 04-10876

Type of Business: The Debtor owns a residence for seniors and
                  their families providing assisted living,
                  special care and other services with complete
                  facilities.

Chapter 11 Petition Date: February 5, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: Craig Nathan Dee, Esq.
                  Hanify & King
                  One Beacon Street
                  Boston, Massachusetts 02108
                  Tel: 617-424-0400  

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
NSTAR                                      $100,000

Hermes Netburn O'Connor & Spearing          $65,747

InteCap Inc.                                $56,844

Reznick Fedder & Silverman CPA PC           $28,850

Keyspan Energy Delivery                     $23,740

Keyspan Energy Delivery                     $18,737

New England Baptist Hospital                $15,000

Hallsmith-Sysco Food Service                $13,197

COMCAST                                     $13,073

American Service Company                    $12,968

Nurse Finders                               $11,000

Community Newspaper Company                  $9,409

Community Pharmacy                           $8,225

Monitor Staffing                             $7,275

T.G. O'Connor Contracting Corp.              $6,481

Mass Development                             $5,000

Uniscribe                                    $4,506

EGA                                          $4,320

Hospital News                                $3,875

Ecolab Institutional                         $3,838


HAYNES INT'L: Extends Collective Bargaining Pact Through 2007
-------------------------------------------------------------
Haynes International, Inc. the inventor, developer, producer and
solution provider in the supply of quality high performance
nickel- and cobalt-based alloys announced that it has reached a
tentative agreement with the membership of United Steelworkers of
America Local 2958 to extend its collective bargaining agreement
through 2007. The extension agreement also provides for various
amendments to the current collective bargaining agreement
including annual wage increases and modifications to plant work
schedules. Also, the Company agreed to pay a ratification bonus to
each union member upon implementation of the collective bargaining
agreement as extended. The tentative agreement will become
effective upon the completion of other aspects of the Company's
financial restructuring.

"We are pleased with the outcome which required the hard work and
dedication of many individuals both among management and the
union," said Francis Petro, President and Chief Executive Officer
of Haynes International, Inc. "The agreement, while providing rate
increases for our union employees should also provide the Company
with savings through improved manufacturing schedules over the
next three years. These cost savings are critical to the Company's
ongoing efforts to improve its cost structure and liquidity."

Greg Goodnight, President of the United Steelworkers of America
Local 2958 said, "We too are pleased with the outcome of the
negotiations on this agreement. It will allow the Company's
manufacturing facilities to continue to operate without
interruption, our members to maintain fair wages, benefits and
good working conditions."

Commenting on the Company previously announced intention to
restructure its debt and capital structure, Mr. Petro said, "We
are currently faced with our long-term debt maturing this year and
we are diligently pursuing various restructuring alternatives. We
have begun to see our business stabilize from an operational
standpoint and we are cautiously optimistic that, given the
improving economy, our business prospects will improve."

Mr. Petro continued, "In order to prevent interruption or
distractions from our business during the financial restructuring
process, Management and the Union agreed that it would be in the
best interest of all involved to agree to several modifications to
and an extension of the Collective Bargaining Agreement that will
become effective when we finalize other aspects of our
restructuring. Reaching agreement with our union employees
represents an important accomplishment in the Company's overall
restructuring plans."

                        *    *    *

As reported in the Troubled Company Reporter's January 8, 2004
edition,  Standard & Poor's Ratings Services lowered its ratings
on Kokomo, Indiana-based Haynes International Inc. to CC from CCC.
The downgrade follows the company's announcement that it retained
an outside entity to assist it in the restructuring of its balance
sheet.

"Demand for the company's high performance alloy products has been
significantly depressed during fiscal 2003 (ended Sept. 30, 2003),
primarily because of weakness in the aerospace and land based gas
turbine markets," said Standard & Poor's credit analyst Dominick
D'Ascoli. With lower capacity utilization from decreased volumes
and relatively high fixed costs, performance has suffered.
Exacerbating the situation are higher raw material and energy
costs.

Standard & Poor's believes it unlikely that conditions will
improve fast enough to enable Haynes to avoid liquidity problems
or be able to successfully refinance approximately $140 million of
11.625% notes maturing in September 2004. Financial performance is
extremely poor. For the 12-month period ending Sept. 30, 2003,
debt to EBITDA and EBITDA to interest were 16x and 0.6x,
respectively.


HOT 'N NOW, LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hot 'n Now, LLC
        4205 Charlar, Suite 3
        Holt, Michigan 48842

Bankruptcy Case No.: 04-00505

Type of Business: The Debtor owns a fast food restaurant.

Chapter 11 Petition Date: January 16, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Daniel J. Weiner, Esq.
                  Schafer and Weiner PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: 248-540-3340

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
America Express Corp. Card                 $132,579

Sheppard Mullin Richter & Hampton, LLP     $121,000

William VanDomeien                         $115,500

Special Marketing Strategies               $113,255

Fraser Trebilbock Davis & Dunlap, PC        $60,626

Van Eerden's                                $52,032

Grigg Media, LLC                            $51,547

Saralee Bakery Group                        $50,008

Clear Channel Radio Group                   $38,642

Citadel Broadcasting Company                $37,790

Fox, Hefter, Swibel, Levin, & Carrol        $37,345

Cintas Corporation-Main                     $33,022

Valassis Communications, Inc.               $30,000

Stafford-Smith Inc.                         $28,993

Wood TV 8                                   $28,749

Nickles Bakery of Ohio, Inc.                $28,642

Alliance Construction Group                 $26,827

Printwell                                   $25,371

Lockton Risk Services, Inc.                 $25,000

Combined Comm. Corp., Inc.                  $22,322


IT GROUP: Occidental Chemical Asks Okay to File Protective Claim
----------------------------------------------------------------
On January 28, 1997, Occidental Chemical Corporation initiated a
civil action against International Technology Corporation in the
United States District Court for the Western District of New
York.  

According to Christopher M. Winter, Esq., at Duane Morris LLP, in
Wilmington, Delaware, the District Court Action arose out of a
certain remediation project on a parcel of privately owned land,
known as the "S-Area," located at Buffalo Avenue, in the City of
Niagara Falls, Niagara County, New York.  The Project was
undertaken by OxyChem as part of the remediation of the S-Area
Landfill RRT Remedial Program.

In the District Court Action, OxyChem alleged that it formally
executed a written project contract with ITC on August 15, 1994,
regarding the installation of a certain drain collection system.
OxyChem further alleged that ITC breached the Contract by failing
to adequately perform and complete the work as required.  OxyChem
sought damages for:

   -- delayed performance and additional costs in excess of
      $350,000;

   -- damages for backcharges regarding payments made to
      replacement contractors for $43,069 plus interest;

   -- damages for additional delay costs paid to a certain
      subcontractor for $40,907 plus interest; and

   -- damages for defective work, breach of contract and breach
      of warranty in excess of $500,000.

In an amended complaint, the estimated damages was expanded to
$5,600,000 which is the actual amount OxyChem spent to remove the
drain collection that ITC improperly installed, and replaced it
with a properly functioning system.

ITC responded by asserting counterclaims in the District Court
Action seeking payment of $1,636,178, plus interest, for work
performed outside the scope of the contract, which OxyChem
allegedly authorized.

Discovery in the District Court Action is substantially complete,
but has not been concluded because of the automatic stay imposed
by ITC's bankruptcy filing.  All document discovery is likewise
complete.  OxyChem has noticed the depositions of two witnesses.
ITC, on the other hand, has noticed the deposition of four
witnesses.  Disclosure of expert reports is also outstanding, Mr.
Winter says.

                        OxyChem's Claim

OxyChem filed a timely proof of claim for $5,677,4493.  OxyChem
sought to liquidate its claim against the Debtors' estates by
effecting a set-off.  Given the nature of the proceedings and the
parties' mutual claims, Mr. Winter explains that OxyChem's claims
cannot be liquidated without implicating set-off.

Both the Debtors and the Official Committee of Unsecured
Creditors opposed OxyChem's set-off request.  In their objection,
the Debtors stated that:

   "Because of OxyChem's breaches of the Contract, the Debtors
   believe that ITC has a strong likelihood of success on the
   merits of the [District Court Action].  Rather than incur the
   administrative expense of vindicating its claims [in] the
   Civil Action in New York, however, the Debtors believe that
   the Claims Administration process in this Court is the proper    
   forum for the dispute among ITC and OxyChem. . . ."

In their Disclosure Statement, the Debtors also identified the
mutual claims arising in the District Court Action.  Thus, the
Debtors were aware of the mutual claims arising in the District
Court Action.

Having filed a timely proof of claim, OxyChem is entitled, under
applicable law, to recoup the amount of its claim against any
claims, which the Debtors have against OxyChem.  However, out of
an abundance of caution, OxyChem preserves its right of set-off
to the extent that it has not already done so.

OxyChem's proof of claim recited the claims set forth in the
District Court Action, which are the same facts that underlie the
claim as asserted in the Amended Claim.  The facts alleged in the
Amended Complaint give rise to claims for affirmative relief and
also provide a defense, by set-off or recoupment, against the
alleged counterclaims.  At most, OxyChem is pleading "new
theories of recovery on the same facts presented in the initial
claim," and the Court should grant OxyChem leave to file this
protective amendment, Mr. Winter contends.

In the alternative, OxyChem asks the Court to accept its lift
stay request as an informal proof of claim, which gave notice of
its claim for set-off.  Mr. Winter maintains that OxyChem's lift
stay request gives notice that OxyChem intends to determine its
claim in the context of the District Court Action.  Such a
determination necessarily involves litigating both the OxyChem
Complaint and the Debtors' Counterclaim.  Ultimately, each
party's right to set-off, if any, would have to be determined to
liquidate OxyChem's claims.  

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com-- together with its 92 direct and  
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


IVACO INC: Canadian Court Extends CCAA Protection to April 2, 2004
------------------------------------------------------------------
The Ontario Superior Court of Justice extended the period of Court
protection under the Companies' Creditors Arrangement Act
for Ivaco Inc. until April 2, 2004.  Also, the Company has been
relieved of its obligation to call or hold an annual general
meeting of shareholders until further order of the Court.

Ivaco filed for protection under the CCAA on September 16, 2003,
citing difficult market conditions for the entire North American
steel industry, which included the high Canadian dollar, U.S.
anti-dumping duty deposits and higher input, energy and
transportation costs.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components.  Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum.  In addition, its
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products.  Shares of Ivaco are traded on The Toronto
Stock Exchange (IVA).


JACKSON PRODUCTS: Signs-Up Houlihan Lokey as Investment Banker
--------------------------------------------------------------
Jackson Products, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Missouri, Eastern Division, to employ Houlihan Lokey
Howard & Zukin Capital as their Investment Bankers.

The Debtors selected Houlihan Lokey as investment bankers because
the Debtors believe that the firm is well qualified to advise them
as debtors-in-possession in these cases. Houlihan Lokey has
extensive experience and knowledge advising companies seeking to
restructure through bankruptcy proceedings and is a nationally
recognized investment banking/financial advisory firm with 9
offices worldwide with more than 300 professionals.

Prior to the Petition Date, Houlihan Lokey provided advisory
services to the Debtors, and it is already familiar with the
Debtors' business operations and financial affairs. Houlihan Lokey
has been instrumental in assisting the Debtors, and their
management and board, in assessing and fully exploring the
Debtors' restructuring alternatives. The Firm led the process of
exploring the capital markets for new sources of debt and equity
capital and have been a key player in the Debtors' negotiations
with their lenders and other constituents resulting in the
proposed DIP financing and Plan that will be contemporaneously
filed.

In this engagement, Houlihan Lokey will:

     a) advise the Debtors generally of available capital
        restructuring and financing alternatives, including
        recommendations of specific courses of action, and
        assist the Debtors with the design of alternative
        transaction structures and any debt and equity
        securities to be issued in connection with a
        transaction;

     b) assist the Debtors in their discussions with lenders,
        bondholders and other interested parties regarding the
        Debtors' operations and prospects and any potential
        transaction;

     c) assist the Debtors with the development, negotiation and
        implementation of a transaction(s), including
        participation as a representative of the Debtors in
        negotiations with creditors and other parties involved
        in a transaction;

     d) assist the Debtors in valuing their businesses and/or,
        as appropriate, valuing the Debtors' assets or
        operations; provided that any real estate or fixed asset
        appraisals needed would be executed by outside
        appraisers;

     e) provide expert advice and testimony relating to
        financial matters related to a transaction(s), including
        the feasibility of any transaction and the valuation of
        any securities issued in connection with a transaction;

     f) to the extent requested by the Debtors, advise the
        Debtors as to potential mergers or acquisitions, and the
        sale or other disposition of any of the Debtors' assets
        or businesses;

     g) to the extent requested by the Debtors, advise the
        Debtors and act as placement agent, as to any potential
        financings, either debt or equity, including debtor-in-          
        possession financing;

     h) assist the Debtors in preparing proposals to creditors,
        employees, shareholders and other parties-in-interest in
        connection with any transaction;

     i) assist the Debtors' management with presentations made
        to the Debtors' Board of Directors regarding potential
        transactions and/or other issues related thereto; and

     j) render such other financial advisory and investment
        banking services as may be mutually agreed upon by HLHZ
        and the Debtors.

Adam L. Dunayer, Director of Houlihan Lokey reports that the
Debtors will pay the firm with:

     i) Monthly Cash Fees of $150,000;
     
    ii) Transaction Fee upon the closing or consummation of a
        transaction, equal to $1,075,000; and

   iii) Financing Fee of up to $500,000.

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


KMART: Wants $4 Million Duplicate & Redundant Claims Disallowed
---------------------------------------------------------------
The Kmart Corp. Debtors ask the Court to disallow and expunge 24
duplicate and redundant claims aggregating $4,119,783:
  
    Claimant                           Claim No.    Claim Amount
    --------                           ---------    ------------
    2055 Walden Avenue, Inc.             39655          $191,505
    Benderson 1985-1 Trust               39624           156,596
    Benderson-Hertel, Associates         39623           114,666
    Benderson-Lemoore, Associates LP     39657            12,429
    Benderson-McAllen, Associates LP     39656           285,132
    BFW Associates                       39663           209,077
    First Berkshire Business Trust       39630           379,112
    First Berkshire Business Trust       39632            57,685
    First Berkshire Business Trust       39635            13,965
    First Berkshire Business Trust       39636            43,991
    First Berkshire Business Trust       39637           214,966
    First Berkshire Business Trust       39640            99,249
    First Berkshire Business Trust       39641            12,543
    First Berkshire Business Trust       39645            19,602
    First Berkshire Business Trust       39646           138,435
    First Berkshire Business Trust       39649                 0
    First Berkshire Business Trust       39650           110,578
    First Berkshire Business Trust       39653           213,708
    First Berkshire Business Trust       39660                 0
    First Berkshire Business Trust       39664                 0
    First Berkshire Business Trust       39666           136,224
    First Berkshire Business Trust       56864         1,611,762
    Portsmouth Associates, LLC           40409            38,857
    Winona Associates, LLC               39665            59,701
(Kmart Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KPT INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: KPT, Inc.
        700 South Freeport Parkway Suite 100
        Coppell, Texas 75019

Bankruptcy Case No.: 04-31884

Type of Business: Data Processing and Billing Fulfillment
                  services.

Chapter 11 Petition Date: February 13, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Arthur Skibell, Esq.
                  Bird, Skibell, P.C.
                  16812 Dallas Parkway
                  Dallas, TX 75248
                  Tel: 214-750-6300
                  Fax: 214-363-0719

Total Assets: $382,236

Total Debts:  $3,019,498

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
GE Capital                    Deficiency Balance      $1,720,000
f/k/a/ Heller Financial
500 W. Monroe
Chicago, IL 60661

Xerox Corporation             Vendor                    $119,627

Koll Center                   Rent                       $96,217

Pitney Bowes                  Services                   $70,202

Xerox Corporation             Maintenance                $60,970

Fort Worth Laser, Inc.        Vendor                     $60,673

Scitex                        Vendor                     $49,107

Xerox Corporation             Vendor                     $41,324

The Mail Box                  Vendor                     $34,152

TXU Electric                  Utility Bills              $30,387

IBM Corp.                     Vendor                     $29,643

Xerox Corporation             Vendor                     $23,877

Nicholas & Montgomery LLP     Services                   $21,305

Mail-Well Envelope            Vendor                     $17,887

Multi Forms                   Vendor                     $16,916

Williamhouse                  Vendor                     $14,672

Printsoft Americas Inc.       Vendor                     $12,364

City of Coppell                                          $12,342

Love Envelope                 Vendor                     $12,312

Reliable Computer Sales LLC   Lease                     $11,000


LENNOX INTL: Names William F. Stoll, Jr. New Chief Legal Officer
----------------------------------------------------------------
Lennox International Inc. (NYSE: LII) announced the appointment of
William F. Stoll, Jr. as executive vice president and chief legal
officer, effective March 1, 2004, following the retirement of Carl
E. Edwards, Jr., current chief legal officer.

Most recently executive vice president and chief legal officer for
Borden, Inc., Mr. Stoll was responsible for all legal activities
of Borden and its subsidiaries.  Prior to joining Borden as
executive vice president and general counsel in 1996, he worked
for 21 years with Westinghouse Electric Corporation, becoming vice
president and deputy general counsel in 1993.  A graduate of
Georgetown University with a J.D. from Case Western Reserve
University, Mr. Stoll is a member of the Board of Directors of AEP
Industries, Inc.  He also currently serves on the Georgetown
University Alumni Association Board of Governors.

Joining LII in 1992 as vice president and general counsel Carl
Edwards was named executive vice president, chief legal officer
and secretary in 2000.
    
"Carl was instrumental in helping guide LII through a remarkable
period of almost continuous change for our company, including the
announcement of our first public stock offering in 1999," said Bob
Schjerven, chief executive officer.  "We are fortunate to have
found a fitting successor in Bill Stoll, who has considerable
experience and in-depth knowledge of all aspects of corporate
legal activities."

A Fortune 500 company operating in over 100 countries, Lennox
International Inc. (S&P, BB- Corporate Credit Rating, Stable) is a
global leader in the heating, ventilation, air conditioning, and
refrigeration markets.  Lennox International stock is traded on
the New York Stock Exchange under the symbol "LII".  Additional
information is available at http://www.lennoxinternational.com/


LES BOUTIQUES: Closes San Francisco Banner Sale to Marie Claire
---------------------------------------------------------------
Les Boutiques San Francisco Incorporees announces the closing of
the sale of the San Francisco banner to the groupe Marie Claire of
Montreal. Conditions of the agreement announced January 26, 2004,
have all been met. The transaction is for an amount of
approximately $3.2 million and covers 33 of the 36 stores
operating under this banner, including a portion of their
inventory.

The groupe Marie Claire already operates clothing shops in Quebec
under the Marie Claire, Terra Nostra, Claire France, Emotions and
M.C. Collection banners.

Les Boutiques San Francisco Incorporees obtained a court order in
December under the Companies' Creditors Arrangement Act. The
restructuring plan approved at that time by the Court calls for
the Corporation to concentrate its ongoing activities on the Les
Ailes de la Mode banner and on its swimsuit division, including
Bikini Village.


MAGELLAN: Gets Go-Ahead to Settle Universal Health & UHS Claims
---------------------------------------------------------------
The Magellan Health Debtors, Universal Health Services, Inc., and
UHS of Delaware, Inc., ask the Court to approve their stipulation
resolving Universal Health's and UHS' Claims against the Debtors'
estates.

On October 31, 2000, Debtor Westwood/Pembroke Health System
Limited Partnership and Universal Health entered into an Asset
Purchase Agreement, pursuant to which Westwood agreed to sell,
convey, transfer, assign and deliver to Universal Health certain
purchased assets.  The Purchase Agreement provided that certain
funds be held in escrow to satisfy future claims arising from the
Purchase Agreement.  The balance of the Escrow Funds as of the
Petition Date was $1,098,689.

On October 1, 1997, Debtor Magellan HRSC, Inc., and UHS entered
into a Retained Health Facility Participation Agreement, pursuant
to which UHS and certain of its facilities agreed to provide
behavioral health services on behalf of Magellan HRSC and its
affiliates in exchange for fee-for-service reimbursement with
certain referral volume guaranties.

Before the Petition Date, Universal Health and Magellan resolved
certain claims against Magellan amounting to $328,331 and
$1,438,034.  Universal Health and Magellan acknowledge that the
Resolved Claims were paid before the Petition Date.

On June 26, 2003, Universal Health timely filed Claim No. 2285
against Westwood for $68,936, in connection with the Purchase
Agreement.  Universal Health asserts that the Claim is fully
secured by the Escrow Funds.

UHS also timely filed Claim No. 2286 against Magellan for
$368,804, in connection with the Participation Agreement.  The
UHS Claim was filed as a non-priority unsecured claim.

On August 18, 2003, the Debtors objected and sought to disallow
and expunge the Universal Health Claim in its entirety on the
grounds that the Debtors have no liability to Universal Health
under the Claim.

Subsequent to the filing of the Universal Health Claim, Universal
Health advised the Debtors that it discovered additional claims
against Westwood amounting to $57,234, which also arises under
the Purchase Agreement.  Universal Health proposed to amend its
Claim to assert a $126,170 secured claim against Westwood's
estate.

To resolve amicably the Universal Health Claim, the UHS Claim,
and the Debtors' objection, the parties engaged in arm's-length
discussions, which culminated in a compromise and settlement of
the Universal Health Claim and the UHS Claim.

The salient terms of the Stipulation are:

   (1) The Universal Health Claim will be allowed for $126,170,
       which will be paid out of the Escrow Funds pursuant to the
       terms of the Escrow Agreement by and among Westwood,
       Universal Health, and SunTrust Bank, as Escrow Agent,
       dated as of January 22, 2001, and the Purchase Agreement;

   (2) The Parties agree to execute and deliver joint
       instructions to the Escrow Agent regarding disbursement of
       the Escrow Funds; and

   (3) The Debtors will pay to UHS $125,000 in cash, in full
       payment and settlement of the UHS Claim.

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt will drop from the Company's balance
sheet and Onex Corporation will invest more than $100 million in
new equity. (Magellan Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


MAGELLAN HEALTH: Names William McBride to Board Of Directors
------------------------------------------------------------
Magellan Health Services, Inc. (Nasdaq:MGLN) announced that it has
named former health care executive William J. McBride to the
Company's board of directors.

Steven J. Shulman, chairman and chief executive office of
Magellan, said, "We are fortunate to have an executive of Bill
McBride's caliber join Magellan's new board of directors. Bill's
experience leading large health care companies and his
understanding of the specialty health care marketplace will be
invaluable to the board as we work to position Magellan for
further growth and success in the future."

Prior to his retirement in 1995, McBride had been a director of
Value Health, Inc. a NYSE specialty managed care company which
included one of the largest behavioral health managed care
companies at the time - Value Behavioral Health. From 1987 to
1995, McBride served as president and chief operating officer of
Value Health, Inc., overseeing all operational activities of the
company and its subsidiaries. Prior to his tenure at Value Health,
McBride spent 15 years in a variety of positions with INA
Corporation and its successor, CIGNA Corporation, including
serving as president and chief executive officer of CIGNA
Healthplan, Inc., vice president and controller of INA's Life and
Healthcare Group and vice president of finance for CIGNA's
Affiliated Business Group.

McBride currently serves on the board of directors of AMERIGROUP
Corporation, a managed health care company focused on providing
services to Medicaid recipients. He also serves on the boards of
Vista HealthCare Group, Inc., and Internet HealthCare Group.

McBride was nominated by Onex Corporation to replace Christopher
Govan, a managing director of Onex Corporation, on the Magellan
board of directors.

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt will drop from the Company's balance
sheet and Onex Corporation will invest more than $100 million in
new equity.


MAIN STREET BREWING: Chapter 11 Voluntary Case Summary
------------------------------------------------------
Debtor: Main Street Brewing Co., Inc.
        dba Irish Times
        dba Attic
        244 Main Street
        Worcester, Massachusetts 01608

Bankruptcy Case No.: 04-40427

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Marba Corporation                          04-40428

Type of Business: The Debtor owns a brewery bar.

Chapter 11 Petition Date: January 28, 2004

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Frank D. Kirby, Esq.
                  314 West 2nd Street
                  South Boston, MA 02127
                  Tel: 617-269-0011

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20-largest unsecured
creditors.


MBCSM CORP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: M B C S M Corp.
        4864 Arthur Kill Road
        Staten Island, New York 10309

Bankruptcy Case No.: 04-12039

Type of Business: The Debtor owns a Restaurant and catering
                  services.

Chapter 11 Petition Date: February 13, 2004

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Jay A. Meyers, Esq.
                  1688 Victory Boulevard, Suite 201
                  Staten Island, NY 10314
                  Tel: 718-273-2525
                  Fax: 718-981-0433

Total Assets: $130,000

Total Debts:  $3,026,243

The Debtor did not file a list of it's 20-largest creditors.


MEDINEX SYSTEMS: Annual Shareholders' Meeting Slated for Mar. 22
----------------------------------------------------------------
The Annual Meeting of the Stockholders of Medinex Systems, Inc., a
Delaware corporation, will be held on Monday, March 22, 2004, at
2:00 p.m., Pacific Standard Time, at the Company's corporate
offices, 18300 Sutter Boulevard, Morgan Hill, California 95037,
for the following purposes:

         (1)      To elect five (5) members to the Company's Board
                  of Directors to hold office until the next
                  Annual Meeting of Stockholders or until their
                  respective successors are duly elected and
                  qualified;

         (2)      To change the Company's name to Maxus Technology
                  Corporation;

         (3)      To approve a new stock option plan for the
                  benefit of the Company's employees, officers,
                  directors and advisors;                   

         (4)      To ratify the appointment of Schwartz Levitsky
                  Feldman llp as independent public accountants
                  for the Company; and

         (5)      To transact such other business as may properly
                  come before the meeting or any adjournment
                  thereof.

The holders of record of common stock of the Company at the close
of business on January 23, 2004, will be entitled to vote at the
meeting.

Medinex Systems Inc., a health care technology solutions provider,
filed for Chapter 11 bankruptcy protection on November 27, 2002,
(Bankr. D. Id. Case No. 02-21797).  On March 26 and 27, 2003,  the
Company sold all of its operating assets and the public shell.  
The transfer of the public shell has been consummated by the U.S.
Bankruptcy Court.  


MID-ATLANTIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mid-Atlantic Building Systems Inc.
        967 North Carolina Highway 211 East
        P.O. Box 699
        Candor, North Carolina 27229

Bankruptcy Case No.: 04-10332

Type of Business: The Debtor, using a state of the art building
                  facility, provides quality built residential,
                  commercial and multi-family structures and
                  innovative designs and floor plans.
                  See http://www.midatlanticbuilding.com/

Chapter 11 Petition Date: February 6, 2004

Court: Middle District of North Carolina (Greensboro)

Judge: Catharine R. Carruthers

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  121-B South Elm Street
                  P.O. Box 3324
                  Greensboro, NC 27402
                  Tel: 336-274-4658

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Banks Lumber                                $57,697

Bennett Truck Transport, Inc.               $54,704

Richmond Millwork                           $49,276

MW Manufacturers, Inc.                      $49,106

WESCO                                       $44,371

Weyerhaeuser                                $37,517

Sears Commercial One                        $35,519

TriState Transporters                       $30,467

Montgomery Co. Tax Collector                $26,754

Aristokraft                                 $25,280

Guardian Building Products                  $24,346

Morgan Drive Away, Inc.                     $23,000

Georgia Pacific                             $21,971

Southeastern Millwork Co., Inc.             $21,311

MAAX                                        $20,366

Best Distributing Co.                       $19,573

Merillat                                    $17,766

Billy's Home Service, Inc.                  $17,719

Jones Doors & Windows, Inc.                 $15,986

Builders Mutual Insurance                   $15,256


MIRANT: Woos Court to Extend McKinsey's Employment to May 31, 2004
------------------------------------------------------------------
Mirant Corp., and its debtor-affiliates employed McKinsey &
Company, Inc. United States to provide expertise in connection
with improving efficiencies within certain of the Debtors' plants.  
McKinsey proposed to complete this process in two Phases.  During
Phase I, McKinsey would focus on identifying and prioritizing
opportunities at the plant level while building a fact-base and
project infrastructure.

During Phase II -- the rollout -- McKinsey would focus on
conducting "deep dives" at each plant to implement the proposed
improved efficiencies.  During the deep dive, McKinsey would
assemble data with respect to spending activity, develop cash
flow and EBIT improvement proposals, evaluate and prioritize
selected ideas and create action plans to capture identified
opportunities.

According to Michelle C. Campbell, Esq., at White & Case LLP, in
Miami, Florida, McKinsey divided Phase II into a series of
"waves" to ensure organizational focus and appropriate resource
commitment.  During Wave I, McKinsey would focus on implementing
improvements to three plants -- Mirant Chalk Point LLC, Mirant
Lovett LLC and Mirant Canal LLC.  The team would also focus on
improving the effectiveness of the capital budgeting and
management process.

In Wave II, McKinsey would conduct "deep dives" on two of three
additional plants.  Those plants would likely include Morgantown,
Dickerson and Potomac River.  In addition, the team would address
two to three high potential procurement spend categories across
the portfolio.  The Debtors expect that the economic impact of
Wave II would be significant, reaching $25,000,000 to $35,000,000
based on McKinsey's initial Phase I diagnostic.

Ms. Campbell notes that McKinsey completed Phase I on November 7,
2003 -- before the Court approved McKinsey's employment on
December 3, 2003.  Pursuant to the Employment Order, McKinsey was
authorized to complete only Phase I and Wave I of Phase II.  The
Debtors are then required to obtain further Court approval to
extend McKinsey's engagement beyond February 28, 2004 or the
initial wave of Phase II.

Ms. Campbell tells the Court that McKinsey is still progressing
with Wave I of Phase II with an expected on-time completion date
of February 20, 2004.  Shortly thereafter, McKinsey will present
to the Debtors' management and the official committees a report
of the results of Wave I.

Based on the preliminary reports of the results being achieved in
Wave I, the Debtors believe that McKinsey should immediately
begin Wave II and complete the rollout.  McKinsey projects that
it could begin Wave II of Phase II during the week of
February 29, 2004.  

Given the need to obtain a hearing on regular notice before the
February 28, 2004 expiration of McKinsey's employment, the
Debtors seek to extend McKinsey's engagement through the rollout,
subject to review and analysis of the Wave I report.  The Debtors
intend to supplement its request with more detailed discussions
of the result of Wave I before the February 25, 2004 hearing
date.

Ms. Campbell reports that during the Wave I of Phase II, McKinsey
generated over 2,000 improvement ideas at the Wave I Plants and
will likely implement over 200 ideas.  The portion of the
original OPI opportunity estimate for Wave I Plants was
$25,000,000 to $45,000,000 of full run-rate cash flow
improvement.  The Debtors are confident that benefits from
Wave I will exceed the original estimate, approaching
$50,000,000.  In addition, the McKinsey proposals have resulted
in significant improvement in capital with a 10-year average
decrease of $42,000,000 per year.

Ms. Campbell relates that Wave II of Phase II is expected to last
three months -- from March to May 2004.  McKinsey's requested
flat fee for Wave II, inclusive of expenses, is $2,925,000.  Fees
incurred to date for Phase I and Wave I of Phase II total
$3,425,000, inclusive of expenses.

McKinsey previously represented to the Debtors that it is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.  To be best of the Debtors' knowledge,
McKinsey remains to be a disinterested person to date.

Accordingly, the Debtors ask the Court to:

   (a) extend McKinsey's engagement from March 1, 2004 through
       May 31, 2004;

   (b) authorize the Debtors to direct McKinsey to complete the
       rollout; and

   (c) approve McKinsey's fee request for Wave II and related
       services, subject to the same requirements set forth in
       the Employment Agreement. (Mirant Bankruptcy News, Issue
       No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MTS INCORPORATED: Gets Approval to Appoint Berger as Claims Agent
-----------------------------------------------------------------
MTS Incorporated and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to appoint Robert L. Berger & Associates, LLC as
Noticing, Claims and Balloting Agent.  

Berger is expected to:

     a) prepare and serve certain required notices in these
        chapter 11 cases, including:

          i) notice of the commencement of these chapter 11
             cases and the initial meeting of creditors under
             section 341(a) of the Bankruptcy Code;

         ii) notice of the claims bar date;

        iii) notice of objections to claims;

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

          v) other miscellaneous notices to any entities as the
             Debtors or the Court may deem necessary or
             appropriate for an orderly administration of these
             chapter 11 cases;

     b) within 5 days after the mailing of a particular notice,
        file with the Clerk's Office a certificate or affidavit
        of service that includes a copy of the notice involved,
        an alphabetical list of persons to whom the notice was
        mailed and the date of the mailing;

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

     d) maintain official claims registers by docketing all
        proofs of claim and proofs of interest on claims
        registers, including the following information:

          i) the name and address of the claimant and any agent
             thereof if the proof of claim or proof of interest
             was filed by an agent;

         ii) the date received;

        iii) the claim number assigned; and

         iv) the asserted amount and classification of the
             claim;

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

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

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

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

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

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

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

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

Berger's hourly rates are:

     Claims Processing             $35 to  $70 per hour
     Specialized Services  
       Technical                   $95 to $285 per hour
       Programming                $100 to $185 per hour
       Clerical Support            $35 to  $85 per hour
     Balloting Services            $35 to  $65 per hour
     Necessary Date Accumulation   $65 to $285 per hour  
     
Headquartered in West Sacramento, California, MTS, Incorporated --
http://www.towerrecords.com/-- is the owner of Tower Records and  
is one of the largest specialty retailers of music in the US, with
nearly 100 company-owned music, book, and video stores. The
Company, together with its debtor-affiliates, filed for chapter 11
protection on February 9, 2004 (Bankr. Del. Case No. 04-10394).  
Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards Layton & Finger represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed its estimated debts of over $10 million
and estimated debts of over $50 million.            


NASH FINCH: Patitucci Joins Company as Executive VP -- Marketing
---------------------------------------------------------------
Nash Finch Company (Nasdaq:NAFC), a leading national food retailer
and distributor, named James Patitucci as Executive Vice
President, Merchandising and Marketing.

"James' three decades of industry experience is highlighted by a
solid track record of success," Ron Marshall, CEO of Nash Finch
stated. "His reputation for attention to detail and an ability to
execute fits right in with our Performance Driven culture. We are
pleased to welcome James to our team," Marshall concluded.

"I am very happy to join an organization that places so much
emphasis on the combination of strategy and execution," Patitucci
said. "I look forward to contributing to the continued growth and
success of Nash Finch."

Patitucci most recently served as the President of Grocery Outlet,
a privately held extreme value discount grocery retailer based in
Oakland, California. He began his career with Alpha Beta
supermarkets, holding a variety of operational and corporate
positions, including responsibility for buying/merchandising in
numerous grocery, frozen food and management categories. As Alpha
Beta merged with Food 4 Less and later Ralph's grocery, James
served in a variety of capacities including Senior Vice President,
Sales and Marketing for Ralph's Supermarkets, which at the time
was a $6.5 billion division of Kroger.

Nash Finch Company is a Fortune 500 company and one of the leading
food retail and distribution companies in the United States with
approximately $4 billion in annual revenues. Nash Finch currently
owns and operates more than 100 stores in the Upper Midwest,
principally supermarkets under the AVANZA(R), Buy n Save(R),
Econofoods(R), Sun Mart(R) and Family Thrift Center(TM) trade
names. In addition to its retail operations, Nash Finch's food
distribution business serves independent retailers and military
commissaries in 28 states, the District of Columbia and Europe.
Further information is available on the company's Web site at
http://www.nashfinch.com/

                       *    *    *

As reported in the Troubled Company Reporter's January 30, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Nash  Finch Co. to negative from stable.

Ratings, including the 'B+' corporate credit rating, were
affirmed. The outlook revision reflects continued competitive
pressures from traditional supermarket operators and supercenters,
which are expected to restrain recovery in same-store sales from
very weak levels.

"The ratings on Minneapolis, Minnesota-based Nash Finch reflect
its relatively small scale in the highly competitive food
wholesaling and supermarket industries," said Standard & Poor's
credit analyst Mary Lou Burde. Given the difficulty of competing
on price with larger companies, Nash Finch must continue to
improve operating efficiencies and service levels. These risks are
mitigated by the company's stabilized food distribution business
over the past three years and leading market positions in many
upper-Midwest markets. The company has annual sales of about $3.9
billion.


NASH FINCH: Q4 and Fiscal 2003 Conference Call Set for Feb. 26
--------------------------------------------------------------
Nash Finch Company (Nasdaq:NAFC), a Minneapolis-based food
retailer and distributor, announced that it will host a
teleconference to discuss its fourth quarter and fiscal 2003
financial results on Thursday, February 26, 2004 at 10 a.m. CT (11
a.m. ET).

Investors can access an Internet broadcast of this teleconference
at the Nash Finch Web site, http://www.nashfinch.com/.Internet  
broadcast participants will be able to listen to the call live,
but will be unable to ask questions.

The replay of the Internet broadcast will be available on the Nash
Finch website starting at 1 p.m. CT (2 p.m. ET) on February 26,
2004. An audio replay of the teleconference will be available via
telephone at 1-800-428-6051 with the passcode of 335078. The audio
replay will be available starting at 1 p.m. CT (2 p.m. ET) on
February 26 through March 4, 2004.

                       *    *    *

As reported in the Troubled Company Reporter's January 30, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Nash  Finch Co. to negative from stable.

Ratings, including the 'B+' corporate credit rating, were
affirmed. The outlook revision reflects continued competitive
pressures from traditional supermarket operators and supercenters,
which are expected to restrain recovery in same-store sales from
very weak levels.

"The ratings on Minneapolis, Minnesota-based Nash Finch reflect
its relatively small scale in the highly competitive food
wholesaling and supermarket industries," said Standard & Poor's
credit analyst Mary Lou Burde. Given the difficulty of competing
on price with larger companies, Nash Finch must continue to
improve operating efficiencies and service levels. These risks are
mitigated by the company's stabilized food distribution business
over the past three years and leading market positions in many
upper-Midwest markets. The company has annual sales of about $3.9
billion.


NATIONAL BENEVOLENT: Files for Chapter 11 Protection in W.D. Tex.
-----------------------------------------------------------------
National Benevolent Association, which manages more than 70
facilities financed by the Department of Housing and Urban
Development and owns and operates 18 other facilities, including
11 multi-level older adult communities, four children's facilities
and three special-care facilities for people with disabilities,
said that, in order to facilitate the completion of its
restructuring plan and assure the continuation of its mission, it
and 25 of its affiliates have filed petitions under Chapter 11 of
the Bankruptcy Code. The filings, which occurred upon the approval
of the NBA's National Board of Trustees, took place in the U.S.
Bankruptcy Court for the Western District of Texas at San Antonio,
where NBA operates NBA Patriot Heights, a 230-resident, multilevel
senior community. The HUD facilities were not included in the
filing.

At the same time, NBA requested that the Court allow it to
segregate resident entrance fees and annuities from its general
funds so that they are not subject to attachment by creditors, and
maintain trust accounts for certain residents and patients, as has
been its pre-petition practice.

"This is an extremely difficult step, but the Board felt it had no
choice but to move forward to complete the debt restructuring and
minimize the uncertainty for the residents of NBA's senior living
communities, people with disabilities and at-risk children and
families," said Rev. David Mindel, chair of the NBA Board of
Trustees.

"Management and the Board have worked diligently with our banks
and bondholders over the past eight months in pursuit of an out-
of-court restructuring. Sadly, however, it became clear to all of
us that the best interests of NBA and the people it serves
differed dramatically from those of our creditors. Our aim
throughout the process was to find a productive middle ground from
which to resolve our differences. Having been unsuccessful in
bringing our creditors to the table, we must do what we feel is
prudent to protect our residents and the integrity of our
endowment from creditors who have shown themselves to be
remarkably unsympathetic to NBA, its mission and the people it
serves."

                 Creditors Demand Increased Fees,
                  Reduced Services for Residents

According to Cindy Dougherty, NBA president, in the course of
discussions with creditors, it was suggested to NBA that one-time
entrance and monthly maintenance and rental fees be increased, in
some instances, in excess of 100 percent over a four-year period;
that NBA dramatically reduce resident services; and effectively
freeze or reduce wages across the board at its service units. Ms.
Dougherty said that the wage cuts suggested by the creditors would
be on top of NBA's recent reductions in personnel throughout the
organization and the extremely competitive labor market for many
of the organizations employment classes, including nurses, which
comprise more than one-third of all NBA employees and salaries.

"Clearly," Ms. Dougherty said, "these short-term and short-sighted
'fixes' do not provide practical business solutions. They are
inconsistent with the mission of NBA and are not something our
residents can live with. The financial dilemma in which NBA finds
itself is not a question of fixing operations. We're already doing
that. We need to restructure the debt."

Ms. Dougherty said that NBA proposals to restructure the
organization by streamlining operations, while maintaining high-
quality care at equitable costs, were repeatedly rejected by the
banks and bondholders. "We always believed, and until this week
continued to believe, that the most effective resolution for NBA
and its creditors lay in an out-of-court restructuring."

The December 2, 2003, report from Moody's agreed, stating that "a
bankruptcy filing will ultimately result in a smaller recovery to
bondholders than if the parties had been able to negotiate a
settlement outside of bankruptcy."

According to Ms. Dougherty, however, "The message we got was that
they wanted to recoup their investment in full, and that they were
not above putting the welfare of existing residents or the NBA
endowment fund at risk.

"All along, we have been fighting for our residents, doing
everything within our power to provide them with the same sense of
comfort and well-being they have always enjoyed as members of the
NBA family," Ms. Dougherty said. She added that NBA and its
clients are "in the fight of their life" as are many non-profit
organizations and those they serve.

She said that, as a result of unprecedented downturns in
investment income, declines in government reimbursements and
charitable giving on the one hand, and the skyrocketing cost of
insurance, healthcare and related services on the other, the
financial model on which the NBA and many similar non-profits are
built no longer works.

"It worked in the late '80s and early '90s when they lent us the
money and NBA's investment income averaged double-digits. But it
doesn't work today when NBA's investment income has averaged in
the low single digits -- or even negative returns -- since 1999,"
she said.

The banks' and bondholders' refusal to engage in productive
discussions, she said, have negatively impacted our donations and
our sales and rentals. They have also negatively impacted the
value of the bonds, tarnished NBA's credit and contributed to
widespread tension and uncertainty, particularly among the elderly
populations NBA serves.

             Operations Continue to be Streamlined

According to Ms. Dougherty, when the financial markets collapsed
in 1999, NBA moved to shore up operations, rationalizing costs in
line with revenue. In the past three years, she said, NBA has:

    *  Closed or sold nine underperforming facilities, including
       five senior living units and one children's care unit.

    *  Consolidated operations at its regional business and
       development offices and centralized its children's care and
       special care facilities.

    *  Reduced local unit staff by approximately 9 percent,
       resulting in an estimated savings of $1.8 million in salary
       and benefits.

    *  Reduced headquarters staff by 27 percent and reduced
       pension plan contributions for central office employees for
       an additional savings of $1.9 million.

    *  Sold approximately $3.2 million in real estate assets.

    *  Reduced service-unit staff costs by $2.7 million.

    *  Eliminated $1.5 million of non-salary costs.

    *  Centralized cash management, accounting and payroll for an
       annual savings of $750,000.

    *  Streamlined HUD operations resulting in annual savings of
       $300,000.

"There is no more we can do without compromising the mission we
serve and the services we provide," Ms. Dougherty said, adding
that on average NBA senior-living facilities are approximately 92
percent occupied and that increases in resident fees average
approximately 6 percent per year -- in line with the national
average as reported by the American Association of Homes and
Services for the Aging (AASHA).

"Since the 1880s," Ms. Dougherty said, "NBA has been dedicated to
serving at-risk children and families, abused and abandoned
children, people with disabilities and senior citizens, many of
whom are at or below the poverty level. Looking back over the last
117 years, it is hard to identify a time when nonprofit groups
have faced financial pressures as severe as those we face today,
yet as many of our residents will tell you, their NBA home is the
nicest home they've ever had."

The NBA has approximately $214 million of outstanding bond debt,
for which UMB Bank serves as trustee, including approximately $63
million of variable-rate bonds backed by letters of credit
provided by a bank group led by KBC Bank, N.V., as agent, and $151
million of fixed-rate bonds. The bank group includes: First Bank,
N.A.; First National Bank of St. Louis, an affiliate of Central
Bancompany; U.S. Bank, a subsidiary of U.S. Bancorp; and National
Cooperative Bank. In December, the banks intentionally caused the
acceleration of the debt by refusing to extend the letters of
credit. NBA, in turn, failed to make scheduled payments of
approximately $2.5 million of principal and interest on some
fixed-rate debt and approximately $7.8 million of variable-rate
debt, which was the first scheduled installment of eight equal
payments over 24 months due to KBC.

As of December 31, 2003, NBA reported assets of approximately
$368.7 million, including $215.2 million in plant, property and
equipment and liabilities of $293.4 million. It currently has an
endowment and investment fund of more than $89 million, the
unrestricted balance of which has been used for capital
expenditures and debt service as well as for other mission-related
support.

NBA has received commitments for approximately $50 million in
debtor-in-possession (DIP) financing from LaSalle Bank of Chicago.
According to papers filed with the Court today, the funds will be
used to finance operations during the restructuring process.

             Day-to-Day Operations Continue as Usual

Ms. Dougherty said that the security and welfare of its residents
remain the organization's first concern. "We do not expect the
filing to impact the day-to-day care and services we provide
residents." NBA has requested the Court's immediate permission to
pay employees and continue their benefits with no interruption,
and vendors will be paid timely for all goods and services
provided after the date of the filing.

Ms. Dougherty said marketing efforts would continue as usual, with
sales of new and vacant units to be pursued aggressively. Earlier
this month, NBA announced a plan to speed the return of entrance
fee refunds to former residents of NBA Cypress Village in
Jacksonville, Fla., and to improve contract provisions on entrance
fee refunds for current and future residents there. Through these
actions, NBA hopes to boost sales and rentals and recoup revenue
streams that were negatively impacted as a result of the publicity
surrounding the bank/bondholder crisis.

Headquartered in St. Louis, NBA is the social and health services
division of the Christian Church (Disciples of Christ). NBA
operates more than 90 facilities in 20 states and provides
healthcare and community services and/or housing for more than
20,000 older adults, at-risk children and families and people with
disabilities, the vast majority of whom are at or below the
poverty level. NBA has approximately 3,000 employees.

For further information, please contact: Bob McCarty of National
Benevolent Association, +1-314-812-1712.


NAVISTAR INTL: Schedules Q1 Conference Call Web Cast February 23
----------------------------------------------------------------
Navistar International Corporation (NYSE:NAV), the nation's
largest combined commercial truck, school bus and mid-range diesel
engine producer, announced that it will hold a live audio web cast
Monday, February 23, 2004, at 10 a.m. Central Daylight Time, to
discuss financial results and business highlights for the first
fiscal quarter ended January 31, 2004, and the outlook for the
remainder of the year.

The company's earnings news release will be distributed on
Business Wire approximately three hours in advance of the call.

Speakers on the call will be Daniel C. Ustian, president and chief
executive officer and Robert C. Lannert, vice chairman and chief
financial officer.

The web cast can be accessed through a conference call link on the
investor relations page of Navistar's web site at http://www.nav-
international.com/. Investors are advised to log on to the web
site at least 15 minutes prior to the call to allow sufficient
time for downloading any necessary software. The financial and
statistical information provided as part of the call will be
available to investors on the investor relations page of the
company's web site prior to the start of the call. The web cast
will be available for replay at the same address approximately
three hours following its conclusion through 5 p.m. on March 4,
2004.

                         *    *    *

As reported in the Troubled Company Reporter's February 4, 2004
edition, Fitch Ratings affirmed Navistar International Corp., and
Navistar  Financial Corp.'s senior unsecured debt and subordinated
debt ratings at 'BB' and 'B+', respectively. The Rating Outlook is
revised to Stable from Negative. Approximately $2.6 billion of
debt are covered by Fitch's actions.


NETDRIVEN SOLUTIONS: Dec. Net Capital Deficit Widens to $1.8MM
--------------------------------------------------------------
NetDriven Solutions Inc. (NDS: TSE) announced unaudited financial
results for the first quarter ended December 31, 2003.

During the 3rd and 4th quarters, the Company took necessary action
to improve the financial position of the Company. NetDriven sold
or discontinued the operations of its subsidiaries and made
reductions in staffing and management. The Company also negotiated
an informal arrangement with its creditors to settle the majority
of its outstanding indebtedness. These restructuring efforts
continued during the first quarter of fiscal 2004. Shareholder
approval for the restructuring was obtained at the Annual and
Special General Meeting held on January 19, 2004. The
restructuring efforts remain subject to regulatory approval.

With restructuring now substantially completed, NDS is considering
potential acquisition or merger opportunities with the view to
reestablishing value for the shareholders of the Company.

Netdriven Solutions' December 31, 2003 balance sheet shows a total
stockholders' equity deficit of $1,803,539

Overview

During the first quarter, NDS continued to pursue potential
acquisition or merger opportunities with the view to
reestablishing value for the shareholders of the Company.

Results of Operations

Continuing operations in the first quarter of fiscal 2004 reflect
the efforts of NetDriven to finalize restructuring activities and
to locate new business ventures and opportunities for the Company.

In the first quarter of fiscal 2004, NetDriven had a net loss of
$133,635.

It should be noted that results from operations in the prior
fiscal 2003 comparative period ended December 31, 2002 includes
operations which were discontinued in fiscal 2003.

                              Revenue

NetDriven had no revenue in the three month period ended December
31, 2003. The sole focus of activities in the period was to
complete restructuring and to identify merger, acquisition or
other new business opportunities for NDS.

                         Operating Expenses

The Company had no selling, operations, product development or
production costs in the first quarter of fiscal 2004. General and
administrative expenses of $133,635 consist primarily of severance
payments to former employees, contracts with individuals and
organizations aiding in the restructuring of the business, office
occupancy costs, and professional services fees . The Company
continues to control these expenses to minimize costs incurred
during restructuring as it seeks new business opportunities.

                    Liquidity and Capital Resources

As at December 31, 2003, the Company had cash on hand of $83,066
and, as the result of restructuring efforts in the first quarter
and in fiscal 2003, no long term debt.

                            Restructuring

Restructured accounts payable of $1,159,901 and restructured
promissory notes of $291,569, together totaling $1,451,470,
reflect pending issuance of shares, subject to TSX regulatory
approval, resulting from successful informal negotiations during
fiscal 2003 and in the first quarter of fiscal 2004 with various
creditors to settle outstanding debts and liabilities.

                          Private Placement

The Company raised further capital during the first quarter of
fiscal 2004 through a private placement of 14,000,000 common
shares priced at $0.02 per share, realizing proceeds of $280,000
from the offering. Use of proceeds is for working capital to
enable the Company to continue to locate potential new business
opportunities for NetDriven.

                                Outlook

NetDriven has been working to restructure its operations to
extract the most value for all stakeholders and to obtain new
financing to sustain the Company as it seeks an acquisition,
merger partner or acquirer. NetDriven is seeking to arrange an
acquisition or merger with another corporation. The Company has
been in discussion with a number of parties who have expressed an
interest in either being acquired by or merging with NetDriven,
however, as yet there are no firm offers.

Upon completing a merger or acquisition transaction, NDS will seek
to reestablish trading on the TSX.


NEVADA STAR: Shareholders Okay New Directors & Stock Option Plan
----------------------------------------------------------------
The shareholders of Nevada Star Resource Corp. (OTC-BB: NVSRF and
TSX-V: NEV) voted overwhelmingly in favor of electing management's
Board nominees at the Annual General Meeting held in Vancouver, BC
at the end of January.

Monty Moore, Robert Angrisano, Gerald Carlson, Stuart Havenstrite
and Richard W. Graeme were re-elected while Edward H. Waale and
Michael W. Sharon were newly elected. Subsequent to the AGM, Monty
Moore was reappointed Chairman and CEO while Robert Angrisano was
reappointed President. "The directors are committed to creating
long term value for our shareholders and maximizing shareholder
value by discovering large quantities of high quality metals that
can be economically mined, have shown strong price performance
and that are likely to have continuing demand worldwide" stated
Robert Angrisano, President of Nevada Star. "I'm proud to say
that we have added two excellent members to our Board who are
committed in helping us achieve our goals."

Edward H. Waale graduated from Central Washington University with
degrees in Geography and Business Administration/Accounting. He
has been employed by The Museum of Flight in Seattle Washington
as their Chief Financial Officer since 1995. Prior employment was
with Northern Life Insurance Company, where he spent twenty years
in various capacities, the last being it's Vice President -
Controller/Treasurer. Mr. Waale has been responsible for the
coordination of the annual audits of the above entities for over
30 years. He is a Certified Public Accountant in the State of
Washington and is a member of the American Institute of Certified
Public Accountants and the Washington Society of Certified Public
Accountants.

Michael Sharon has a BA from the University of California and a
JD from the University of Arizona. He is a past member of the
California and Alaska Bar Associations, was formerly the managing
partner of a law firm in Anchorage, Alaska and has owned and
operated several new car dealerships, both in Montana and
Washington, and a safety and rescue business in Alaska.
Currently, he manages his own stock and real estate investments.

The shareholders also approved the adoption of a Stock Option
Plan to provide an incentive to its directors, officers,
employees and consultants. The Stock Option Plan is structured so
that both Incentive Stock Options qualified plan under the U.S.
Internal Revenue Code and non qualified stock options may be
issued. The maximum number of shares which may be issued under
this Stock Option Plan shall not exceed in the aggregate of
7,000,000 common shares. The Stock Option Plan is subject to
regulatory approval.

Nevada Star Resource Corp. is a mineral exploration company that
uses the most advanced technology to search for metals that are
in high demand, such as platinum. Platinum is key to building
hydrogen fuel cell technologies that will help significantly
reduce air pollution and American dependency on foreign oil.
Nevada Star Resource Corp. currently has projects in Alaska,
Nevada and Utah. For more information, including maps, photos and
project descriptions, visit: http://www.nevadastar.com/.  

                       *    *    *

As previously reported in the Troubled Company Reporter, the
Company has a history of losses and no revenues from operations
but is making preparations for a significant exploration campaign
on its MAN Ni-Cu-PGE property in Alaska. This program will include
geological, geochemical and geophysical surveys, followed by
diamond drilling. Final budgeting for this proposed program has
not yet been completed.

The Company does not currently have sufficient funds to satisfy
cash demands for operations for the next 12 months, including
general and administrative costs and the proposed exploration
program. The Company is examining two options. One would be to
option all or a part of the MAN project to a major mining company
who would then finance the required exploration. To that end, the
Company is in discussion with a number of companies.
Alternatively, the Company is examining the feasibility of making
an offshore private placement of its common stock to certain
Canadian investors under a Regulation S exemption from
registration under the Securities Act or to certain accredited
investors in the United States pursuant to Rule 506 of Regulation
D of the Securities Act. There can be no assurance that the
Company will successfully complete this offering.

Smythe Ratcliffe, Chartered Accountants of Vancouver, British
Columbia added "COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-
US REPORTING DIFFERENCES" to it auditors report concerning
Nevada Star Resource Corporation, dated December 5, 2002.  "In the
United States, reporting standards for auditors require the
addition of an explanatory paragraph, following the opinion
paragraph, when the financial statements are affected by
conditions and events that cast substantial doubt on the Company's
ability to continue as a going concern, such as those described in
note 2 to the consolidated financial statements. Our report to the
shareholders dated December 5, 2002 is expressed in accordance
with Canadian reporting standards which do not permit a reference
to such events and conditions in the auditors' report when these
are adequately disclosed in the financial statements."


NEXTWAVE: FCC Approves Cingular Wireless' Bid to Buy Licenses
-------------------------------------------------------------
U.S. regulators have approved a $1.4 billion bid by Cingular
Wireless to buy wireless licenses covering 34 markets from
NextWave Telecom Inc., Reuters reported. The Federal
Communications Commission said late on Thursday it had approved
the transfer of the licenses, which cover about 83 million
potential customers. The purchase will boost the wireless holdings
of Cingular, a joint venture of BellSouth Corp. and SBC
Communications Inc., in markets such as San Francisco, Los
Angeles, Boston and Chicago.

Hawthorne, New York-based NextWave filed for bankruptcy on
December 23, 1998, (Bankr. S.D.N.Y. Case No. 98-23303), after
paying only $500 million out of the $4.7 billion it owed for
scores of licenses it won at auctions held by the FCC. The sale
got approval from bankruptcy court in September. "The proceeds of
the deal will enable us to satisfy a significant portion of our
obligations to the government and to other creditors," Allen
Salmasi, NextWave's chairman and CEO, said in a statement,
reported the newswire. (ABI World, Feb. 16)


NOVA CHEM: To Present at Morgan Stanley Conference on Feb. 24
-------------------------------------------------------------
Analyst Conference:       Morgan Stanley Basic Materials
                          Conference (New York)
                          Tuesday, February 24, 2004
                          10:00 a.m. EST (9:00 a.m. CST;
                          8:00 a.m. MST; 7:00 a.m. PST)

                          Speaker: Jeff M. Lipton, President and
                                   CEO

Live Webcast Access:      Option 1 - The webcast link will be
                          available at
                          http://www.novachemicals.com/-
                          Investor Relations -
                          Events/Presentations -
                          Morgan Stanley Basic Materials
                          Conference on Tuesday, Feb. 24, 2004,
                          at 9:45 a.m. EST.
             
                                      or

                          Option 2 - The webcast link also will be
                          available at http://www.vcall.com/.

Webcast Replay:           A replay of the webcast will be
                          available at
                          http://www.novachemicals.com/-  
                          Investor Relations -
                          Events/Presentations after the
                          presentation.

Presentation Slides:      The slides will be available on Tuesday,
                          February 24, 2004, at 9:45 a.m. EST at
                          http://www.novachemicals.com/- Investor  
                          Relations - Events/Presentations.

NOVA Chemicals (S&P, BB+ Long-Term Corporate Credit Rating,
Positive) is a focused, commodity chemical company that
produces ethylene, polyethylene, styrene monomer and styrenic
polymers, which are used in a wide range of consumer and
industrial goods. NOVA Chemicals manufactures its products at 18
operating facilities located in the United States, Canada,
France, the Netherlands and the United Kingdom. The company also
has five technology centers that support research and development
initiatives. NOVA Chemicals Corporation shares trade on the
Toronto and New York stock exchanges under the trading symbol
NCX.

Visit NOVA Chemicals on the Internet at:

              http://www.novachemicals.com/


ONE PRICE: Plans Layoffs & Asset Sales to Maximize Estate's Value
-----------------------------------------------------------------
One Price Clothing Stores, Inc. (OTC Bulletin Board: ONPR),
announced that, subject to final approval of the Bankruptcy Court,
it will be proceeding to sell assets in order to maximize the
return to its stakeholders and that, as part of the bankruptcy, it
had been forced to lay off approximately 200 people at its Home
Office and Distribution Center in Duncan, South Carolina last
Friday.

John Disa, the Company's President and Chief Executive Officer,
stated: "Although, as previously reported, the Company has been
faced with liquidity issues, the unfortunate collapse in
negotiations Sunday, February 8, with our various stakeholders for
an out of court settlement required an emergency filing for
protection from creditors the following day. We immediately
notified all our employees. While we are in active negotiations
with interested parties with regard to our subsidiaries in Puerto
Rico and the Virgin Islands, once final approval from the
Bankruptcy Court is received we plan to proceed promptly with the
sale of store leases and "Going out of Business" sales, initially
in our stores in the United States, followed by our stores in
Puerto Rico and the Virgin Islands . This process is expected to
be completed within six to eight weeks."

Mr. Disa added: "We are greatly saddened that despite all our
efforts and the support of our majority shareholder, we were
required to lay off approximately 200 people in our Home Office
and Distribution Center located in Duncan, South Carolina last
Friday due to the liquidating nature of this Chapter 11 and the
absence of financial resources to sustain the business going
forward. Obviously, further layoffs will follow as the Company
proceeds to liquidate. Fortunately, the associates 401-K plans are
fully protected as separate trust assets and all associates will
be able to continue their health benefits by paying in to COBRA
while the plan continues. We wish to thank our approximately 3,000
associates, who have served loyally and with dedication over the
years. We will do all we can to assist associates being laid off
subject to the constraints of our severely limited resources and
the guidelines of the Bankruptcy Court and Creditors Committee."

One Price Clothing Stores, Inc. currently operates stores in 30
states, the District of Columbia, Puerto Rico and the U.S. Virgin
Islands under the One Price & More!, BestPrice! Fashions and
BestPrice! Kids brands. For more information on One Price, visit
www.oneprice.com . For information on the Bankruptcy, call: (877)
877-5121.


O'SULLIVAN INDUSTRIES: Revises Q2 2004 and Year To Date Results
---------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (Pink Sheets: OSULP), a
leading manufacturer of ready-to-assemble furniture, announced a
change to its previously released financial results for the three
and six month periods ended December 31, 2003. The company
announced these results February 12, 2004, in an earnings release
that was also furnished to the SEC on a Form 8-K.

Subsequent to that filing, the company revised its financial
information for the three and six month periods ended
December 31, 2003 to defer recognition of an insurance recovery
until the insurance proceeds have been received. As a result, the
net loss for the three and six month periods ended December 31,
2003 increased $542,000. We will recognize the gain from the
insurance recovery, which we currently expect to be approximately
$550,000, during the period that the insurance proceeds are
received. This insurance recovery is expected to occur during the
second half of fiscal 2004. The revision to the statement of
operations did not affect our cash flows from operations.

The Company expects to file its Form 10-Q on February 17, 2004.

In its February 12, 2004, results filing, the company reported a  
total shareholders' equity deficit of about $150 million at
December 31, 2003.


OWENS: Receives Go-Ahead to Acquire Plant Equipment for $13.3MM
---------------------------------------------------------------
The Owens Corning Debtors sought and obtained the Court's
authority pursuant to Section 363 of the Bankruptcy Code to
exercise a purchase option with respect to an equipment lease
agreement with DrKW Finance, Inc., formerly known as Dresdner
Kleinwort Benson North America Leasing, Inc.

As previously reported, Owens Corning, as lessee, and Dresdner, as
lessor, are parties to a Master Equipment Lease Agreement, dated
as of December 29, 1998, for certain equipment and related
personal property.  The Equipment is used in Owens Corning's
insulation, composites and roofing businesses.

In an effort to resolve certain issues with respect to the
Debtors' use of the Equipment postpetition, Owens Corning and
Dresdner agreed on an interim business solution and entered into
an interim letter agreement dated September 27, 2001.  

However, to ratify the payments that Owens Corning previously made
to Dresdner pursuant to the Letter Agreement and the parties'
continued course of dealings subsequent to the termination by its
terms of the Letter Agreement, and otherwise to modify the
economic terms of the Letter Agreement on a going-forward basis,
Owens Corning and Dresdner entered into a Stipulation dated as of
April 23, 2002, which the Court approved on June 5, 2002.
      
                      The Purchase Option

Section 17 of the Schedule provides that Owens Corning has the
right, on March 30, 2004, to purchase all of the Equipment at the
pre-determined price of 40% of the cost of the Equipment.  The
Purchase Option is predicated upon full quarterly payments up to
that date.

The parties agreed that, notwithstanding any provision to the
contrary in Section 17 of the Schedule, Owens Corning may
immediately exercise the Purchase Option, pursuant to these
terms:

   (1) Owens Corning will pay to Dresdner:

       (a) $13,353,792; plus

       (b) continuing per diem interest calculated pursuant to
           the terms of the Equipment Agreement until the date on
           which Owens Corning pays to Dresdner $13,353,792;

   (2) Upon payment of the Purchase Price, Dresdner will sell,
       transfer, assign and convey to Owens Corning title to the
       Equipment, free and clear of all liens, encumbrances,
       charges and other exceptions to title, except liens
       created by or on behalf of Owens Corning, and will deliver
       to Owens Corning a bill of sale;

   (3) Upon payment of the Purchase Price to Dresdner, Dresdner
       will release all liens and security interests granted to
       it or its affiliates, successors, predecessors, assigns,
       parents or subsidiaries in the Equipment and will deliver
       to Owens Corning all of the U.C.C. financing statements
       filed against the Equipment and termination statements or
       other appropriate documentation in form and substance
       reasonably satisfactory to Owens Corning, as may be
       reasonably necessary or appropriate to evidence the
       termination of liens and security interests in the
       Equipment;

   (4) Upon payment of the Purchase Price to Dresdner and
       delivery of the Bill of Sale and the Release Documents to
       Owens Corning, the Equipment Agreement will be deemed
       terminated, and the parties will have no additional
       obligations under the Equipment Agreement;

   (5) Upon payment of the Purchase Price to Dresdner, Dresdner
       forever releases and discharges the Debtors from any and
       all debts, claims, demands, liabilities, responsibilities,
       disputes, causes, damages, actions and causes of action
       and obligations of every nature whatsoever, whether
       liquidated or unliquidated, known or unknown, matured or
       unmatured, fixed or contingent, that the Dresdner
       Releasors may have against the Owens Releasees in
       connection with or relating to the Equipment Agreement or
       the Equipment which arose or occurred prior to the payment
       of the Purchase Price, except as set forth in the Bill of
       Sale;

   (6) Upon delivery of the Bill of Sale and the Release
       Documents to Owens Corning, the Debtors, forever release
       and discharge Dresdner from any and all debts, claims,
       demands, liabilities, responsibilities, disputes, causes,
       damages, actions and causes of action and obligations of
       every nature whatsoever, whether liquidated or
       unliquidated, known or unknown, matured or unmatured,
       fixed or contingent, in connection with or relating to
       the Equipment Agreement or the Equipment which arose or
       occurred prior to the delivery of the Bill of Sale and
       the Release Documents, except as set forth in the Bill of
       Sale;

   (7) The payment of the Purchase Price by Owens Corning to
       Dresdner is in full and complete satisfaction of any and
       all claims that Dresdner may have against the Debtors with
       respect to the Equipment Agreement or the Equipment,
       except as set forth in the Bill of Sale; and

   (8) Upon payment of the Purchase Price by Owens Corning to
       Dresdner, Dresdner will amend any and all proofs of claims
       filed against the Debtors to $0. (Owens Corning Bankruptcy
       News, Issue No. 67; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)   


PG&E NAT'L: ET Power Obtains Stay Lift to Set Off PJM Claim
-----------------------------------------------------------
At NEGT Energy Trading Power, LP's behest, the Court modifies the
automatic stay to allow PJM Interconnection, LLC, to set off a
prepetition claim for amounts owed by ET Power against certain
cash collateral held by PJM.  PJM will return the remaining cash
collateral to ET Power.

PJM is a Delaware limited liability company serving as a regional
transmission organization, regulated by the Federal Energy
Regulatory Commission.

                      The Cash Collateral

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, says
that, as part of its energy trading activity, ET Power is a party
to standard tariff-based trading agreements with PJM.  Pursuant
to the Agreements, ET Power is permitted to participate in a
regional competitive market administered by PJM for the purchase
and sale of electric energy, and other related services -- the
PJM Interchange Energy Market.

To pursue the transactions with PJM, ET Power is required to
provide collateral to PJM.  As of the Petition Date, PJM held
$19,243,000 of ET Power's cash and a $2,800,000 letter of credit
issued for PJM's benefit.  On July 28, 2003, PJM drew on the full
amount of the Letter of Credit.  PJM, therefore, holds
$22,043,000 of ET Power's cash as collateral.

According to Mr. Nussbaum, as of the Petition Date, ET Power owed
PJM $436,270 in prepetition amounts under the Trading Agreements
and interest on the amount from the date it was originally due
and unpaid plus ordinary retroactive "true-ups" relating to the
energy markets.  The $436,270 is the difference between a
$7,236,325 prepetition payable by ET Power to PJM and a
$6,800,054 prepetition receivable owed by PJM to ET Power.  Mr.
Nussbaum reports that PJM is, thus, over-collateralized in an
amount exceeding $21,500,000.

                           The Set-off

Because the amount of the Cash Collateral provided to PJM greatly
exceeds the amount of prepetition debt owed by ET Power, the
parties agree that PJM will foreclose on the Cash Collateral and
set off the Claim Amount against the Cash Collateral.  ET Power
will withdraw from the PJM Interchange Energy Market.  In
exchange, PJM will return to ET Power the Cash Collateral less
the Claim Amount, along with an accounting of funds.

The Setoff resolves a dispute over PJM's secured claim and will
result in a cash payment to ET Power in excess of $21,000,000.
(PG&E National Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


RADIO UNICA: Kellogg Capital Discloses 5.64% Equity Stake
---------------------------------------------------------
Kellogg Capital Group, LLC, beneficially owns 1,182,000 shares of
the common stock of Radio Unica Communications Corporation, with
sole voting and dispositive powers.  The amount represents 5.64%
of the outstanding common stock of Radio Unica.

Headquartered in Miami, Florida, Radio Unica Communications Corp.,
the only national Spanish-language AM radio network in the U.S.,
broadcasting 24-hours a day, 7-days a week, filed for chapter 11
protection on October 31, 2003 (Bankr. S.D. N.Y. Case No.
03-16837).

Radio Unica Communications Corp (OTCBB : UNCAQ) obtained
confirmation of its First Amended Joint Prepackaged Plan of
Liquidation on December 23, 2003, from the United States
Bankruptcy Court for the Southern District of New York.

Bennett Scott Silverberg, Esq., and J. Gregory Milmoe,
Esq., at Skadden Arps Slate Meagher & Flom, LLP, represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $152,731,759 in total
assets and $183,254,159 in total debts.


RICHARD-JAMES INC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: Richard-James, Inc.
             Centennial Park
             2 Centennial Drive
             Peabody, Massachusetts 01960

Bankruptcy Case No.: 04-10524

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
R.J./O.F. LLC                              04-10523
R.J. Development Corporation               04-10525

Type of Business: The Debtor is a retailer of optical goods like
                  Eyewear, lenses and others

Chapter 11 Petition Date: January 22, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtors' Counsel: Michael J. Goldberg, Esq.
                  Sherin & Logden, LLP
                  100 Summer Street
                  Boston, MA 02110
                  Tel: 617-646-2000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20-largest creditors.


SEMCO ENERGY: Records FY 2003 Net Loss of $30 Million
-----------------------------------------------------
SEMCO ENERGY, Inc. (NYSE: SEN) reported net income of $4.8
million, or $0.17 per share, for the fourth quarter of 2003
compared to net income of $4.6 million, or $0.25 per share, for
the fourth quarter of 2002. The increase in net income, when
compared to the fourth quarter of 2002, was primarily due to
improved operating results from the Company's Gas Distribution
Business, a lower operating loss at the Construction Services
Business and lower dividends on trust preferred securities,
partially offset by an increase in interest expense. The decrease
in earnings per share was due to an increase in average
outstanding common shares during the fourth quarter of 2003, when
compared to the fourth quarter of 2002, as a result of the
issuance of 8.7 million shares in August 2003.

Eugene Dubay, Interim President and Chief Executive Officer, said,
"Our Gas Distribution Business continues to perform well.
Operating income for the fourth quarter of 2003 from this business
was up slightly from the fourth quarter of 2002. Meanwhile, our
Construction Services Business reported a smaller operating loss
in the fourth quarter of 2003, compared to the fourth quarter of
2002, primarily due to cost cutting measures and other earnings
improvement initiatives."

YEAR-TO-DATE RESULTS

For the year ended December 31, 2003, the Company had a net loss
of $30 million, or $1.34 per share, compared to net income of $8.9
million, or $0.48 per share, for the year ended December 31, 2002.
The decrease in earnings was due in part to non-cash charges
totaling approximately $20.5 million for impairment of goodwill
and equipment at the Company's Construction Services Business
which, after adjusting for income taxes, increased the Company's
net loss for 2003 by approximately $17.4 million, or $0.78 per
share. The Company also incurred debt exchange and extinguishment
costs during 2003, which increased the net loss by $15.6 million,
or $0.70 per share. Other factors contributing to the decrease in
earnings were an increase in overall interest expense, which
includes dividends on trust preferred securities recorded after
June 30, 2003, and a significant decrease in earnings from the
Company's Construction Services Business, which is discussed in
more detail in the Business Segment Results section below.

IMPACT OF WEATHER

Temperatures during the quarter and year ended December 31, 2003
were warmer than normal in Alaska. During the fourth quarter of
2003, temperatures in Michigan were warmer than normal, while
during the year ended December 31, 2003, temperatures in Michigan
were colder than normal. The Company has estimated that the
combined variations from normal temperatures in Alaska and
Michigan decreased net income by approximately $1.3 million during
the fourth quarter of 2003 and by approximately $1.5 million
during the year 2003. By comparison, temperatures in Alaska were
warmer than normal during both the quarter and year ended December
31, 2002, and temperatures in Michigan were colder than normal for
the fourth quarter of 2002 and warmer than normal for the year
2002. The Company has estimated that variations from normal
temperatures in Alaska and Michigan combined decreased net income
for the three months and year ended December 31, 2002 by
approximately $1.4 million and $3.6 million, respectively.

2004 EARNINGS AND CAPITAL EXPENDITURES GUIDANCE

The Company expects earnings of $0.28 to $0.32 per share for 2004.
This estimate assumes normal temperatures in the Company's gas
distribution service areas. The EPS estimate also includes
earnings from the discontinued construction operations of $0.06
per share, assuming the sale occurs in the fourth quarter of 2004.
The Company began marketing the Construction Services Business for
sale recently and expects to complete the sale during 2004. It is
too early in the selling process to determine the actual amount of
proceeds and, therefore, no gain or loss from the sale is included
in the EPS estimate. The EPS estimate also includes non-cash
charges of $0.05 per share related to the early retirement of
debt. The Company expects capital expenditures for property
additions to be approximately $35 million in 2004.

                 BUSINESS SEGMENT RESULTS

GAS DISTRIBUTION

The Gas Distribution Business reported operating income of $21.6
million during the fourth quarter of 2003 compared to $21.1
million during the fourth quarter of 2002. Operating income for
the year 2003 was $59.2 million, which was essentially unchanged
from 2002. However, the 2003 results include a number of
offsetting items, when compared to 2002. Gas sales margin
increased by $3.8 million while gas transportation and other
operating revenues increased by approximately $5.3 million. These
increases were offset almost entirely by a $9.1 million increase
in operating expenses primarily caused by increases of
approximately $3.5 million for employee benefit costs, including
pension expense, health care costs and retiree medical costs, $1.5
million for commercial insurance costs, $1.5 million for
uncollectible customer accounts and $2.1 million for expenses at
Norstar, the company's pipeline management subsidiary.

The primary items contributing to the increase in gas sales margin
were the addition of new customers, an increase in gas consumption
per customer and a decrease in unaccounted-for gas. The increase
in gas transportation revenue was primarily due to an increase in
gas deliveries at ENSTAR, partially offset by a decrease in
customer rates at ENSTAR. The increase in other operating revenue
is primarily due to a $2.5 million increase in revenues from
Norstar and an increase in miscellaneous customer fees.

The $0.5 million increase in operating income for the fourth
quarter of 2003, compared to the fourth quarter of 2002, was due
primarily to the same offsetting items that caused the variance in
annual results, as discussed above.

The Gas Distribution Business had 390,677 customers at December
31, 2003 compared to 383,298 at December 31, 2002. The volume of
gas sold and transported during the three months ended December
31, 2003 and 2002 was 34.3 billion cubic feet (Bcf) and 33.2 Bcf,
respectively. During the year 2003 and the year 2002, the volume
of gas sold and transported was 118.6 Bcf and 110.0 Bcf,
respectively.

CONSTRUCTION SERVICES

The Construction Services Business reported an operating loss of
$1.8 million for the fourth quarter of 2003 compared to an
operating loss of $3.6 million for the fourth quarter of 2002. The
$1.8 million improvement in operating results was due primarily to
cost cutting measures and other earnings improvement initiatives
undertaken since last year and a decrease in depreciation expense.
For the year 2003, the Construction Services Business reported an
operating loss of $28.5 million compared to an operating loss of
$2.4 million for the year 2002. The operating loss for year 2003
includes $20.5 million in non-cash charges for the impairment of
goodwill and equipment. In addition, customers have delayed or
cancelled projects, which has lead to a significant reduction in
work levels and contributed to the increase in operating loss
during 2003. This decrease in market demand increased competition
for the supply of available work, which also caused a decrease in
margins during 2003. In addition, weather conditions hindered
productivity at various times during the first half of 2003.

Operating revenue for the fourth quarter of 2003 and 2002 was
$22.6 million and $23.3 million, respectively. Operating revenue
for the year ended December 31, 2003 and 2002 was $83.5 million
and $119.3 million, respectively.

INFORMATION TECHNOLOGY

The operating income of the Information Technology Services
Business for the fourth quarter of 2003 and 2002 was $0.1 million
and $0.2 million, respectively. Operating income for the year 2003
was $0.5 million compared to $0.6 million for the year 2002. The
decrease in operating income during 2003 was primarily due to a
loss on the sale of equipment and an increase in depreciation
expense, offset partially by a decrease in administrative costs
and business taxes.

Operating revenue was $2.3 million during the fourth quarter of
2003 and $2.5 million during the fourth quarter of 2002. Operating
revenue for the year 2003 and 2002 was $9.0 million and $9.6
million, respectively.

PROPANE, PIPELINES AND STORAGE

The Propane, Pipelines and Storage Business reported operating
income of $0.6 million for the fourth quarter of 2003 and $0.7
million for the fourth quarter of 2002. Operating income for the
year 2003 was $2.1 million compared to $1.9 million for the year
2002. The increase was primarily due to an increase in propane
sales, due to colder temperatures, and a decrease in operating
expenses and business taxes. These items were partially offset by
an increase in depreciation expense.

Operating revenue was $2.5 million for the three months ended
December 31, 2003 and $2.3 million for the three months ended
December 31, 2002. Operating revenue during the year 2003 and 2002
was $7.9 million and $7.1 million, respectively.

SEMCO ENERGY, Inc. (S&P, BB- Corporate Credit Rating, Negative) is
a diversified energy and infrastructure company that distributes
natural gas to approximately 391,000 customers in Michigan and
Alaska. It also owns and operates businesses involved in natural
gas pipeline construction services, propane distribution and
intrastate pipelines and natural gas storage in various regions of
the United States. In addition, it provides information technology
and outsourcing services, specializing in the mid-range computer
market.


SHAW: Unit Retrofits Duke Power Station for Cleaner Air Emissions
-----------------------------------------------------------------
On Feb. 16, 2003, The Shaw Group Inc.'s (NYSE:SGR) subsidiary,
Stone & Webster, Inc., and its consortium partner, ALSTOM held a
ground breaking ceremony at Duke Power's Marshall Steam Station,
the first of four stations to be retrofitted for cleaner air
emissions under Duke Power's $1.25 billion Flue Gas
Desulphurization Retrofit Program. Stone & Webster will perform
engineering, procurement and construction services for this
project, which is expected to be completed in 2007.

"We are extremely pleased and proud to be partnered with Duke
Power on such a significant program, which will improve air
quality for the people of Catawba County," stated Michael P.
Childers, President of Shaw's Engineering Construction and
Maintenance division. "Coming off a successful 1,400-megawatt
scrubber installation in Washington State, we are confident that
our consortium has the capabilities and the proven processes to
execute seamlessly on this project and we are pleased to be
breaking ground on the Marshall Station."

Duke Power awarded the Stone & Webster/ALSTOM consortium a $350
million contract to retrofit the Marshall Station in North
Carolina, which is the first plant to be retrofitted under an
Alliance Agreement with Duke Power for its FGD Retrofit Program.
Under the terms of the Agreement, Stone & Webster and its
consortium partner ALSTOM will retrofit twelve units (6,600
megawatts) at four power stations owned by Duke Power, a
subsidiary of Duke Energy company.

Stone & Webster and ALSTOM formed a consortium in December 2002
to execute, under separate contracts, Phase I and Phase II
engineering and planning for Duke Power's FGD Retrofit Program.
Services performed under these contracts included investigative
studies to define Duke Power's air emissions issues as well as
development of the optimal plant design for the power stations to
be retrofitted. The consortium also executed conceptual design
development of the lump-sum price for the retrofit work to be
performed.

Under the terms of the Alliance Agreement, ALSTOM will design,
engineer and procure the process island (scrubber) -- the
technology used to remove sulfur dioxide from power plant
emissions -- and Stone & Webster will perform balance-of-plant
design, engineering and procurement, as well as construction
services for the scrubber installations. Other stations targeted
for retrofitting under Duke Energy's FGD Retrofit Program include
the Belews Creek, Allen and Cliffside stations in North Carolina.

Duke Power, a business unit of Duke Energy, is one of the
nation's largest electric utilities and provides safe, reliable,
competitively priced electricity and value-added products and
services to more than 2 million customers in North Carolina and
South Carolina. In 2004, Duke Power celebrates 100 years of
service. The company operates three nuclear generating stations,
eight coal-fired stations, 31 hydroelectric stations and numerous
combustion turbine units. Total system generating capability is
approximately 19,900 megawatts. More information about Duke Power
is available on the Internet at http://www.dukepower.com/

Duke Energy, headquartered in Charlotte, N.C., is a Fortune 500
company traded on the New York Stock Exchange under the symbol
DUK. More information about the company is available on the
Internet at http://www.duke-energy.com/

ALSTOM serves the energy market through its activities in power
generation and power transmission and distribution, and the
transport market through its activities in rail and marine.
Additional information about ALSTOM is available at
http://www.alstom.com/  

The Shaw Group Inc. is a leading provider of consulting,
engineering, construction, remediation and facilities management
services to government and private sector clients in the
environmental, infrastructure and homeland security markets. Shaw
is also a vertically integrated provider of comprehensive
engineering, consulting, procurement, pipe fabrication,
construction and maintenance services to the power and process
industries worldwide. The Company is headquartered in Baton
Rouge, Louisiana and employs approximately 14,800 people at its
offices and operations in North America, South America, Europe,
the Middle East and the Asia-Pacific region. Additional
information on The Shaw Group is available at
http://www.shawgrp.com/

                         *    *    *

As reported in the Feb. 10, 2004, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating and its other ratings on The Shaw Group
Inc. At the same time, Standard & Poor's revised the outlook on
the company to negative from stable.

"The outlook revision reflects the fact that profitability and
cash flow generation for fiscal 2004 ending August will be weaker
than previously anticipated, because of continuing challenges on a
few problem projects, reduced expectations of asset divestitures,
and weakness in the higher margin pipe manufacturing operation,"
said Standard & Poor's credit analyst Heather Henyon.

As a result, it is unlikely that Shaw will be able to meet
Standard & Poor's expectations of total debt to EBITDA of 2.5-3x
and EBITDA to interest coverage in the 3x area in 2004. However, a
growing backlog of more steady environmental and infrastructure
projects may enable the company to achieve an acceptable credit
profile in the intermediate term.


SOLUTIA INC: Nylon Fiber Price to Increase by 8% in March
---------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ) has announced a price
increase on nylon carpet fiber for the residential and rug carpet
market segments. An increase of eight percent will become
effective for shipments on or after March 1, 2004 on residential
and rug nylon staple and bulk continuous filament.

"Due to the continued effect of unprecedented high energy costs,
namely oil and natural gas in the United States, our costs to
produce nylon fiber have soared. While we continue to work hard to
improve productivity and reduce costs, we have not been able to
overcome the raw material and energy cost increases we have
experienced last year and the beginning of 2004. The price
increase will help alleviate some, but not all of the burden of
these higher costs," said Brad Hill, Vice President of Marketing
and Business Management for Solutia's Integrated Nylon Platform.
"This price increase is an important step as we begin restoring
profitability to this business."

Corporate Profile

On December 17, 2003, Solutia Inc., and 14 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of New York. Solutia's affiliates
outside the United States were not included in the Chapter 11
filing. Additional information on Solutia's Chapter 11
reorganization is available from the Company's web site,
http://www.Solutia.com/

Solutia -- http://www.Solutia.com/-- uses world-class skills in  
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day. Solutia
is a world leader in performance films for laminated safety glass
and after-market applications; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products
including high-performance polymers and fibers.


STOLT OFFSHORE: Today's Q4 Conference Call Time Revised to 3 PM
---------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO) will
release its fourth quarter and full year 2003 results today. A
conference call will now be held to discuss the earnings and
review business operations today at 3.00pm GMT and not 2pm GMT as
previously stated.

    Participating in the conference call will be:

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

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

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

     Conference Call Information
     Lines will open 10 minutes prior to conference call

     Date : Wednesday February 18, 2004
     Time : 3pm GMT

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

     International Dial In :  +44 1452 569 113
     Reservation No        :  986420

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

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

     International Dial In :  +44 1452 55 00 00
     Passcode              :  986420 #

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

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

                        *    *    *

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

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


STONE CREEK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Stone Creek Mechanical Inc.
        P.O. Box 2108
        4547 Wismer Road
        Doylestown, Pennsylvania 18901

Bankruptcy Case No.: 04-11255

Type of Business: The Debtor specializes in heating, ventilation
                  and air conditioning systems for commercial
                  installations.

Chapter 11 Petition Date: January 30, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Allen B. Dubroff, Esq.
                  Jaffe, Friedman, Schuman, Sciolla, Nemeroff
                  & Applebaum, P.C.
                  7848 Old York Road, Suite 200
                  Elkins Park, PA 19027
                  Tel: 215-635-7200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Carnes Company                             $740,000
P.O. Box 689861
Milwaukee, WI 53268

Invensys                                   $128,131

CM3 Building Systems                       $104,478

General Insulation                          $32,050

Tri State McQuay                            $30,152

Des Champs Laboratories                     $28,495

General Controls                            $27,000

Long Term Electrical                        $25,250

Chrystler Financial                         $25,000

Chrystler Financial                         $25,000

Melli Walker, Pease & Ruhly                 $22,130

Budget Maintenance                          $20,132

Airdale Corporation                         $18,967

HABCO                                       $11,765

E. Carol Gross                               $9,935

Kaplin, Stewart, Meloff, Reiter & Stein      $9,917

Chase & Associates                           $4,450

Capital One                                  $3,929

Rockwell Automation                          $1,614

United Rentals                                 $941


THAXTON GROUP: Elects New Set of Board Members
----------------------------------------------
On January 22, 2004, the Board of Directors of The Thaxton Group,
Inc., consisting of Allan Ross and Bob Wilson, elected new Board
members and then resigned so that the current directors of the
Company are as follows: John Haas, Arthur Kramer, Larry Singleton,
and Karen Thaxton.

Messrs. Haas, Kramer and Singleton are all outside (non-employee)
directors who had no prior relationship with the Company. All
three have experience with bankruptcy proceedings. Karen Thaxton
is the head of the Company's human resources department and is the
widow of Mr. James Thaxton.  

At the Board meeting, the senior officers of the Company were not
changed except Mr. Robert Dunn was appointed to the additional
office of President. Accordingly, the current officers of the
Company are:   

        Robert Dunn
        President and Chief Restructuring Officer

        Robert L. Wilson
        Executive Vice President and Chief Operating Officer

        Allan F. Ross
        Vice President, Secretary, Treasurer and Chief Financial
         Officer

                        *   *   *

As previously disclosed, on October 17, 2003, The Thaxton Group,
Inc. and it subsidiaries filed a voluntary petition for relief
under Chapter 11 of Title 11 of the United States Code in the
United States Bankruptcy Court for the District of Delaware. A
complete listing of all motions filed in the Bankruptcy case may
be accessed through the United States Bankruptcy Court for the
District of Delaware pacer system -- https://ecf.deb.uscourts.gov/
-- using case number 03-13183. The Group remains in possession of
its assets and properties and continues to operate its businesses
as a "debtor-in-possession" pursuant to Section 1107(a) and 1108
of the Bankruptcy Code. No trustee or examiner has been appointed.  
The Company is filing its monthly operating reports with the U.S.
Bankruptcy Court and the Securities and Exchange Commission.  The
monthly operating report for December 2003 was filed on January
30, 2004, and delivered to the SEC on February 12, 2004.


TRAVEL PLAZA: Creditors to Hold First Meeting on March 10
---------------------------------------------------------
The United States Trustee will convene a meeting of Travel Plaza
of Baltimore II, LLC's creditors on 9:00 a.m. of March 10, 2004,
at 300 W. Pratt, Number 375, Baltimore, Maryland 21201. This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Baltimore, Maryland, Travel Plaza of Baltimore
II, LLC, a hotel company, filed for chapter 11 protection on
February 2, 2004 (Bankr. Md. Case No. 04-12481).  Cameron J.
Macdonald, Esq., Karen Moore, Esq., and Kevin G. Hroblak, Esq., at
Whiteford Taylor & Preston L.L.P. represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed both estimated debts and assets of more
than $10 million.


UNITED AIRLINES: Seeks Court Nod to Assume Agreement with Pratt
---------------------------------------------------------------
The United Airlines Debtors seek the Court's permission to assume
a V2500 Engine Fleet Management Agreement with Pratt & Whitney
CES, and its parent company, United Technologies Corporation.

On October 18, 2001, the Debtors entered into a services
agreement with P&W.  P&W's obligations include repairing and
maintaining the Debtors' V2500 gas turbine aviation engines at a
Columbus, Georgia facility.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis,
the Debtors' operations require the continued and regular
maintenance of their airplane engine equipment to ensure the
safety of passengers and comply with federal regulations.  To
reduce costs, the Debtors have evaluated their existing contracts
and conducted a head-to-head competition between P&W and another
provider of V2500 engine maintenance services.  After extensive
discussions, the Debtors determined to continue to contract with
P&W under the Services Agreement on improved terms and
conditions.

Mr. Sprayregen tells the Court that P&W has agreed to amendments
that will provide the Debtors with a net present value of about
$70,000,000 of incremental price and other financial concessions.
The salient terms of the Amended Services Agreement include:

   (a) A reduction to the cost per engine flight hour;

   (b) Price protection and other concessions on spare parts for
       PW2000 and PW4000 engines for up to five and a half years;

   (c) An economic -- but not equitable interest -- in CES, based
       on a percentage of profits generated from related V2500
       engine repair and overhaul business;

   (d) An option to acquire an incremental economic interest in
       CES with a limited right to convert it to credits for P&W
       goods and services;

   (e) Greater flexibility to adjust its V2500 engine fleet size,
       without penalty; and

   (f) CES will waive its prepetition claims under the Services
       Agreement and will not seek payment under a Reorganization
       Plan.

Upon assumption, P&W will provide additional customer service
support and assistance through the issuance of credit for the
purchase of P&W parts and services, as well as the mitigation of
engine testing and inspection procedures.  

In a separate request, the Debtors sought and obtained the
Court's permission to file the Agreement and related documents
under seal. (United Airlines Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


US HORTICULTURAL: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: US Horticultural Supply, Inc.
        fka E.C. Geiger, Inc.
        1722 Sumneytown Pike
        Kulpsville, Pensylvania 19443

Bankruptcy Case No.: 04-11508

Type of Business: The Debtor is a distributor of greenhouse and
                  nursery supplies.  It offers floriculture
                  products and services.

Chapter 11 Petition Date: February 2, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Diane W. Sigmund

Debtor's Counsel: Leslie Beth Baskin, Esq.
                  1635 Market Street, 7th Floor
                  Philadelphia, PA 19103
                  Tel: 215-241-8888

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
The Scotts Company                       $1,359,432
P.O. Box 93211
Chicago, IL 60651

ITML                                       $329,475
75 Plant Farm Boulevard
P.O. Box 265
Branford, ON N3T 5M8

Pliant Corporation                         $197,687

Nursery Supplies                           $175,765

Warp Brothers                              $154,318

Monsanto                                    $44,525

Highland Supply Corp.                        $5,535

Henry Molded Products                        $2,829

Piper Rudnick                                $2,551

Bloworks                                     $2,245

Sunderman Manufacturing                      $2,200

Riverside Enterprises                        $2,100

Little Rock Crate                            $1,223


US UNWIRED: Schedules Fourth Quarter Conference Call for March 2
----------------------------------------------------------------
US Unwired Inc. (OTCBB:UNWR) announced that it will report its
fourth quarter 2003 results after 4:00 p.m. Eastern Time on
Tuesday, March 2, 2004. US Unwired will provide an online Web
simulcast of its fourth quarter of 2003 earnings conference call
on Wednesday, March 3, 2004. During this call, management will
review financial and operational results for the fourth quarter
ended December 31, 2003.

The live broadcast of US Unwired's conference call will begin at
11:00 a.m. Eastern Time on March 3, 2004. An online replay will be
available approximately one hour following the conclusion of the
live broadcast and will continue through March 17, 2004. Links to
these events can be found at the Company's web site at
http://www.usunwired.com.If Internet access is unavailable,  
investors and other interested parties may listen to the
teleconference by calling 888-694-4641. The teleconference will be
available for replay until March 10, 2004, by calling 973-341-
3080, and entering 4525932 when prompted for the pin number.

                    About US Unwired

US Unwired Inc., headquartered in Lake Charles, La., holds direct
or indirect ownership interests in five PCS affiliates of Sprint:
Louisiana Unwired, Texas Unwired, Georgia PCS, IWO Holdings and
Gulf Coast Wireless. Through Louisiana Unwired, Texas Unwired,
Georgia PCS and IWO Holdings, US Unwired is authorized to build,
operate and manage wireless mobility communications network
products and services under the Sprint brand name in 67 markets,
currently serving over 500,000 PCS customers. US Unwired's PCS
territory includes portions of Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Oklahoma, Tennessee, Texas,
Massachusetts, New Hampshire, New York, Pennsylvania, and Vermont.
In addition, US Unwired provides cellular and paging service in
southwest Louisiana. For more information on US Unwired and its
products and services, visit the company's web site at
http://www.usunwired.com.US Unwired is traded on the OTC Bulletin  
Board under the symbol "UNWR".

                       *    *    *

As reported in the Troubled Company Reporter's February 3, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
US Unwired Inc., an affiliate of Sprint PCS, to developing from
negative. Ratings on the company, including the 'CCC-' corporate
credit rating, were affirmed.

The outlook revision is based on modest improvement of US
Unwired's financial profile, stemming from the October 2003 credit
agreement amendment and the receipt of roughly $40 million gross
proceeds from noncore cellular and tower asset sales expected in
the first quarter of 2004. After transaction expenses, 60% of the
proceeds will be used to repay a portion of bank indebtedness.

Standard & Poor's previous concerns about potential near-term debt
restructuring activities in light of likely bank technical
defaults have been alleviated by the successful bank facility
renegotiation and expected asset sales. Nevertheless, considerable
uncertainty surrounds US Unwired's ability to withstand
competitive pressure after wireless number portability becomes
effective in May 2004 in the company's markets. The company could
be challenged to boost discretionary cash flow, particularly
after cash interest becomes due on its discount notes in 2005, and
could consume its modest covenant cushion.


US UNWIRED: Cingular Acquires Customers & Cellular Operations
-------------------------------------------------------------
Cingular Wireless announced the acquisition of 16,000 Louisiana
customers as part of a $27.6 million all cash deal with US Unwired
Inc.  Cingular also acquired spectrum and operations in Louisiana,
Texas and Arkansas.

Under terms of the deal, which was approved by the Federal
Communications Commission on October 30, 2003, Cingular took over
US Unwired's cellular network in Lake Charles, LA as well as 10
MHz of its PCS spectrum in Alexandria and Shreveport, LA;
Longview, and Paris, Texas; and Texarkana, Texas/Arkansas on
February 7, 2004.

    Important facts for former US Unwired Customers:

     - Cingular began providing service to former US Unwired
       customers on Feb. 7, 2004.
     - Service will not be interrupted
     - Service plans and pricing will remain the same.
     - The first Cingular bills will arrive in February in
       accordance with the customers existing bill schedule.
     - Customers can call *611 or 1-800-673-1818 for questions
       regarding their bill or service.  They can also visit their
       local Cingular retail store.
     - No customer action is required at this time.

"We want to make this process as seamless as possible for the
customer," said Joe Larussa, Vice President and General Manager
for Alabama/Mississippi/Louisiana.  "We have put a plan in place
that allows the 16,000 US Unwired customers to keep their rate
plan, phone number and handset and we've hired the necessary staff
to service these customers and the rest of our growing customer
base."

Cingular has been servicing the Louisiana area for nearly 20 years
and has invested over $620 million in the Louisiana network.  The
network covers more than 31,840 square miles across the state with
over 900 cell sites.

"Cingular has built its reputation by providing outstanding
network quality and superior customer service," said Larussa.  
"Our 2004 network budget for capital expenditures is almost two
times what we spent in 2003 and we plan on building three times
the number of cell sites we built last year. Our network
investments will expand our footprint, generate greater in-
building coverage to enhance data services and fill in coverage to
make a great network even better."
    
In addition to expanding the Cingular network, Cingular will also
expand its local workforce to accommodate the rapidly growing
customer base. Cingular currently employs more than 2,400
employees throughout the state of Louisiana and recently hired
approximately 50 former US Unwired employees.

"Thanks to our rapid growth and expansion in the Louisiana market,
Cingular was able to offer positions to the majority of US Unwired
employees who applied for current openings," said Larussa.  "We
recognize that talented people with strong wireless backgrounds
are imperative to a successful business operation.  We are looking
forward to welcoming these new employees to the Cingular Team."


VASP INVESTMENTS: List of 20 Largest Unsecured Creditors
--------------------------------------------------------
Vasp Investments, Inc. released a list of its 20 Largest Unsecured
Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
United Central Bank           1st Lien                $1,304,570
4555 W. Walnut                                   Value: $800,000
Garland, TX 75046

Travelodge Hotels, Inc.       Judgment                  $306,775
Jenkens and Gilchrist
1445 Ross Ave., Ste. 3200
Dallas, TX 75202

American Financial Group Inc  Lease                      $81,972

City of Fort Worth Revenue    Business Debt              $47,855
Dept.

Betsy Price                   2003 Property tax          $39,298

Vinodrai Patel                Shareholder                $21,000

City of Fort Worth Water      Vendor                     $20,000
Dept.

North Texas Mesbic, Inc.      3rd Lien                   $18,282

Anil B. Patel                 shareholder                $11,000

REO Tax Consultant            2001 & 2002 Property       $10,738
                              taxes

Patel Communication Services  Vendor                      $9,500

TXU Electric                  Vendor                      $9,013

Tara Energy                   Vendor                      $8,390

Internal Revenue Service      941 Taxes                   $6,500

Hotel Movie Network           Vendor                      $4,400

TXU Gas                       Vendor                      $3,000

Weaver and White, LLP         Business debt               $2,500

Property Tax Advocates        2003 Property tax           $2,500

DirecTv                       Vendor                      $2,200

Texas Workforce Commission    Business Debt               $1,600

Vasp Investments, Inc., owns a hotel with 107 guest rooms
and amenities.  Vasp filed for protection under chapter 11 on
January 28, 2004 (Bankr. N.D. Tex. Case No. 04-31042).  
Arthur I. Ungerman, Esq. represents the Company.  The Debtor
reported total assets of $1,679,625 and total liabilities of
$2,049,915 when it filed for bankruptcy protection.


VERTICALNET: Jeffrey Thorp IRA Rollover Reports 7.8% Equity Stake
-----------------------------------------------------------------
1,775,000 shares of the common stock of Verticalnet, Inc. are
owned of record by Jeffrey Thorp IRA Rollover, Bear Stearns
Securities Corp. as Custodian.  The Thorp IRA Rollover is the
beneficial owner of the stock which comprises 7.8% of the
outstanding common stock of Verticalnet. This percentage is based
upon the 22,691,835 shares of common stock issued and outstanding,
which number is calculated by adding (i) 19,367,980 (the number of
shares of common stock reported in the Form 10-Q for the period
ended September 30, 2003) and (ii) 3,323,855 (the number of shares
of common stock issuable to certain purchasers (including Jeffrey
Thorp IRA Rollover) as reported on Form 8-K dated January 23,
2004).  Jeffrey Thorpe shares voting and dispositive powers over
the 1,775,000 shares of stock.                  

Verticalnet (Nasdaq: VERT) is a leading provider of Strategic
Sourcing and Supply Management solutions that enable companies to
identify, negotiate, realize, and sustain savings and supply base
performance improvement. Supply Management is more than merely
reducing prices - requiring companies to balance price,
performance, and risk to achieve the lowest total cost of
ownership. Led by our Spend Analysis solution that quickly
provides companies with insight into enterprise-wide spending,
Verticalnet's full suite of Supply Management solutions enables
companies to achieve lower prices, improved contract compliance,
better supplier service, and shorter sourcing cycles. As a result,
our clients recognize significant and sustainable savings in
materials costs, inventory levels, and administrative costs -
resulting in improved profitability. For more information about
Verticalnet, please visit http://www.verticalnet.com/

Verticalnet, Inc.'s June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $438,000.


WORLDSPAN: Michael Wood Appointed Chief Financial Officer
---------------------------------------------------------
Worldspan announced the appointment of Michael S. Wood to the
position of senior vice president and chief financial officer.  
Wood will assume responsibility for Worldspan's worldwide
financial operations, including accounting and financial
reporting, investor relations, financial analysis, budgeting,
taxes, treasury, purchasing and all Worldspan facilities.
    
"We are delighted to have an exceptional executive like Mike join
Worldspan. He brings with him a wealth of knowledge from his
experiences in finance and information technology," said Rakesh
Gangwal, chairman, president and CEO for Worldspan. "Mike will
play a critical role in our efforts to be cost efficient and to
maximize value for our global customer and supplier base."
    
Dale Messick, who recently resigned as senior vice president and
CFO of Worldspan, will continue with the company in a consulting
role.
    
Prior to joining Worldspan, Wood served as senior vice president
and general manager - Emerging Technologies for ChoicePoint, the
nation's leading provider of identification and credential
verification services. Wood commenced his tenure at ChoicePoint as
senior vice president and CFO, responsible for finance, investor
relations, human resources and administration.
    
Previously, Wood served in various management roles including CFO
at Lane Bryant, a division of The Limited, Inc., where his
responsibilities included all areas of finance, distribution and
information technology.  In addition, Wood held corporate finance
and auditing positions with Primerica Corporation and General
Electric Company.

Wood received a MBA from Loyola College and a BS in Accounting
from Villanova University.

Worldspan (S&P, B+ Corporate Credit Rating, Stable Outlook) is a
leader in travel technology resources for travel suppliers, travel
agencies, e-commerce sites and corporations worldwide. Utilizing
fast, flexible and efficient networks and computing technologies,
Worldspan provides comprehensive electronic data services linking
approximately 800 travel suppliers around the world to a global
customer base. The company offers industry-leading Fares and
Pricing technology such as Worldspan e-Pricing(R), hosting
solutions, and customized travel products. Worldspan enables
travel suppliers, distributors and corporations to reduce costs
and increase productivity with best-in-class technology like
Worldspan Go!(R) and Worldspan Trip Manager(R). Worldspan is
headquartered in Atlanta, Georgia. Additional information is
available at http://www.worldspan.com/


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

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

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

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

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

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

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

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

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

November 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      Distressed Investing 2004
         The Plaza Hotel, New York
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

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

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

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

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

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

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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.

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