TCR_Public/040219.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 19, 2004, Vol. 8, No. 35

                            Headlines

ACCLAIM ENTERTAINMENT: Shareholders' Deficit Widens to $64 Mil.
ACCLAIM ENTERTAINMENT: Raises $15M in Sale of 9% Sr. Sub. Notes
AGILENT TECHNOLOGIES: Reports Improved First Quarter 2004 Results
AIR CANADA: Three Travel Agencies Want to Pursue Fed. Court Action
AIRGATE: December 2003 Stockholders' Deficit Narrows to $204MM

AINSWORTH LUMBER: S&P Ups Rating to B+ on Strong Fin'l Performance
AINSWORTH LUMBER: Launches Tender Offers for Senior Secured Notes
ALLEGHENY ENERGY: S&P Revises Ratings' Outlook to Stable
AMERCO: Reports Improved Financial Results for Third Quarter
APPLICA INC: Launches Two Product Programs to Drive Revenues

ARCH CAPITAL: Reports Better 2003 Fourth Quarter Results
ARMSTRONG: Wants to Assume WAVE Agreements for AWI Grid Products
ASTROPOWER: Evergreen Solar Objects to Pending Asset Sales
AUBURN FOUNDRY: US Trustee Will Meet With Creditors on March 19
AURORA FOODS: Court Confirms First Amended Chapter 11 Plan

BANC OF AMERICA: Fitch Affirms Two Note Ratings at Lower-B Level
BEATON HOLDING: Brings-In Belin Lamson as Bankruptcy Counsel
BROADBAND WIRELESS: Settles Last Pending Bankruptcy Claim
CABLE & WIRELESS: SAVVIS Closes on Funding for Asset Acquisition
CARMIKE CINEMAS: Successful Refinancing Prompts S&P's B Rating

CB RICHARD ELLIS: S&P Revises Low-B Rating's Outlook to Positive
CB RICHARD: Files SEC Statement for IPO of Common Shares
CHIQUITA BRANDS: Fourth Quarter 2003 Results Enter Positive Zone
CITATION CORP: S&P Raises Default-Level Corp. Credit Rating to B-
CME TELEMETRIX: Furloughing Employees over Looming Collapse

COMDISCO: Reorganized Debtor Releases Q1 Financial Results
CORRPRO COMPANIES: Sets Special Shareholders Meeting on March 16
CUMULUS MEDIA: Posts Increased Revenues & Income for Q4 2003
DELPHAX TECHNOLOGIES: Reports Profitable First Quarter Results
DOBSON COMMS: Reports $68.4 Million Net Loss in Fourth Quarter

DOBSON COMMS: Brings-In Two New Members to Board of Directors
DOBSON COMMS: Completes Exchange of Markets with Cingular Wireless
DRESSER INC: Plans to Refinance Existing Senior Credit Facility
ENCORE HEALTHCARE: UST Fixes Section 341(a) Meeting for March 3
ENRON CORP: Settles Claims Dispute with U.S. Bank National

ENRON CORP: Court Gives Clearance for Equistar Settlement Pact
EXIDE: Ex-Employees Ask Court to Compel Payment of Severance Wages
FACTORY 2-U: Great American Commences Inventory Clearance Sales
FLEMING: US Trustee Names Members to Reclamation Creditors' Panel
GREAT ATLANTIC: S&P Rates $400M Revolving Credit Facility at B+

GCI INC: Closes $250M Private Offering of 7.25% Senior Notes
GENESCO INC: Acquiring Hat World Corporation for $165 Million
GLIMCHER REALTY: Closes $1.9 Million Sale of Community Center
HAYNES: Reports Q1 Losses & Continues Debt Restructuring Efforts
HOLLINGER: Begins Tender Offers for Outstanding 11.875% Sr. Notes

INDOSUEZ CAPITAL: Fitch Affirms Low-B Ratings on 2 Note Classes
INSTEEL INDUSTRIES: Shares to be Traded on Pink Sheets
IT GROUP: Committee Gets Okay for Proposed Solicitation Protocol
KMART CORP: Wants Overstated Castrol & Tecmo Claims Reduced
MAGELLAN HEALTH: Court Clears Humana Claims Settlement Agreement

MALAN REALTY: Raises $2.9 Million From Sale of Two Properties
MARSH SUPERMARKETS: Amends SEC Forms 10-K & 10-Q for 2003
MARSH SUPERMARKETS: Third Quarter Net Income Up by 89%
MEDMIRA: Seeks to Raise Funds Through Convertible Debenture Issue
METALS USA: Reports Profitable Fourth Quarter and 2003 Year End

MIRANT CORP: Taps Osler Hoskin as Special Canadian Counsel
MORGAN STANLEY: Fitch Takes Rating Actions on Series 1997-RR Notes
NATIONAL BENEVOLENT: Case Summary & Largest Unsecured Creditors
NAT'L BENEVOLENT: Fitch Maintains DD Rating After Ch. 11 Filing
NATIONAL CENTURY: Asks Judge Calhoun to Disallow BRMC's Claim

NET PERCEPTIONS: Obsidian Enterprises Opposes Liquidation Plan
OM GROUP: Will Not Be Able to Make Q4 Earnings Release On Time
ONE PRICE CLOTHING: Turns to Clear Thinking for Financial Advice
OVERSEAS SHIPHOLDING: S&P Assigns BB+ Rating to $150M Unsec. Notes
PG&E NATIONAL: ET Gas Gets Okay for iQ2 Settlement Agreement

PNC MORTGAGE: Fitch Takes Rating Actions on 4 Securitizations
PROTECTION ONE: Westar Sells Majority Stake to Quadrangle Group
PROVIDENT FIN'L: S&P Puts Ratings on Watch Pos. After Merger News
PROVIDENT FINL: National City Expects to Close Acquisition in Q2
RELIANT RESOURCES: Outlines Plan to Improve Financial Strength

ROGERS WIRELESS: S&P Rates $750-Mil. Senior Secured Notes at BB+
ROGERS WIRELESS: Caps Price on 6-3/8% Senior Secured Note Offering
ROGERS WIRELESS: Completes & Files 2003 Annual Fin'l Statements
SMITHWAY MOTOR: December Working Capital Deficit Tops $3.8 Mil.
SMTC MFG.: Secures CDN$40 Million Financing from Private Placement

SPATIALIGHT INC: Board Appoints Robert Munro as New Director
SPEIZMAN INDUSTRIES: Receives Notice of Loan Default From Lender
SRI INC: Case Summary & 21 Largest Unsecured Creditors
STAR GAS: Fitch Affirms $325 Million Senior Notes' Rating at BB
STARWOOD: Responds to Kalmia's Statements Re Expired Tender Offer

ST. JOHN KNITS: S&P's Outlook on Low-B Ratings Revised to Negative
STRUCTURED ASSET: Fitch Takes Rating Actions on Five Note Series
TENNECO AUTOMOTIVE: Appoints Perkins & Kunz to Executive Posts
TRAVEL PLAZA: Asks to Stretch Schedule-Filing through March 4
TRITON NETWORK: Board OKs Initial Distribution to Stockholders

TXU GAS: Fitch Downgrades Preferred Shares' Rating to BB+
UBIQUITEL: Will Hold Q4 and FY 2003 Conference Call on Feb. 26
UNITED AIRLINES: US Bank, et al., Demand Aircraft Lease Payments
US AIRWAYS: Inks Stipulation Settling Wilmington Trust Claim
WATERMAN INDUSTRIES: Case Summary & Largest Unsecured Creditors

XTO: Board Declares 5-for-4 Stock Split with Dividend Increase
ZOLTEK COMPANIES: Records $3.7 Million Net Loss in First Quarter

                            *********

ACCLAIM ENTERTAINMENT: Shareholders' Deficit Widens to $64 Mil.
---------------------------------------------------------------
Acclaim Entertainment, Inc. (Nasdaq: AKLM) announced its financial
results for the third quarter of fiscal year 2004 ended December
28, 2003. During the third quarter of fiscal year 2004, the
Company reported net revenue of $39.3 million and a net loss of
$9.0 million or $0.08 per diluted share for the three months ended
December 28, 2003, compared to net revenue of $63.1 million and a
net loss of $13.9 million or $0.15 per diluted share for the three
months ended December 1, 2002.

For the nine months of fiscal 2004, Acclaim reported a net loss of
$31.0 million or $0.30 per diluted share on net revenue of $113.7
million compared to a net loss of $39.6 million or $0.43 per
diluted share on net revenue of $180.1 million during the
comparable period of the prior year.

Acclaim Entertainment's December 28, 2003 balance sheet records a
total stockholders' deficit of $63,892,000 compared to a deficit
of $46,158,000 on March 31, 2003. Total current debts also exceed
total current assets by $68,903,000.

                          Gross Profit

The Company's gross profit for the three months was 49% of net
revenue ($19.3 million) compared to 48% of net revenue ($30.4
million) for the comparable period of the prior year. The gross
profit percentage increase in the third quarter was primarily the
result of lower per unit costs of catalogue products sales in the
current year and a $5.2 million decrease in the amortization of
capitalized software development costs. Gross profit for the nine
months of fiscal 2004 was $53.4 million (47% of net revenue)
compared to $87.4 million (49% of net revenue) for the comparable
period of the prior year. The gross profit percentage decrease for
the nine months of fiscal 2004 was primarily due to a lower number
of units sold at lower average selling prices per unit as compared
to the comparable period of the prior year.

              Operating Expenses and Other Expenses

As part of the Company's operating plan, operating expenses for
the three months ended December 28, 2003, decreased by 37% ($15.8
million) to $26.7 million from $42.5 million for the comparable
period of the prior year. Operating expenses for the nine months
of fiscal 2004 decreased by 37% ($44.2 million) to $77.1 million
from $121.3 million for the comparable period of the prior year.
These decreases resulted primarily from management's planned
reductions in the Company's marketing and selling expenses, its
general and administrative expenses, and its research and
development costs.

                Organizational/Management Changes

On January 12, 2004, the Company appointed Mike Sherlock as
President, International Publishing. A highly respected executive
within the interactive entertainment industry, Sherlock rejoined
the Company from Sega, where he was Executive Vice President of
Sales and Marketing for their European division. In his new role
with Acclaim, Sherlock is responsible for the management of the
Company's European publishing units and reports directly to Rod
Cousens, Chief Executive Officer of Acclaim.

                         NASDAQ Compliance

On January 23, 2004, the Company announced that it had received
notice from The Nasdaq Stock Market, Inc. indicating that, in
accordance with Marketplace Rule 4310c, it had been granted an
extension, until January 24, 2005, within which to regain
compliance with the minimum $1.00 bid price per share requirement
of The Nasdaq SmallCap Market.

In the notice, the Nasdaq staff indicated that since the Company
had met the initial inclusion criteria for The Nasdaq SmallCap
Market under Marketplace Rule 4310c, it was eligible for this
additional compliance period. The compliance period has been
extended until January 24, 2005, provided that, if, prior to
January 24, 2005, the bid price of the Company's common stock does
not close at $1.00 per share or more for a minimum of 10
consecutive trading days, then the Company would be required to
(1) seek shareholder approval for a reverse stock split at or
before its next shareholder meeting and (2) promptly thereafter
effectuate the reverse stock split. The Company has committed in
writing to Nasdaq to effectuate those measures in the event
compliance is not achieved prior to January 24, 2005.

If at any time before January 24, 2005, the bid price of the
Company's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive trading days, the Nasdaq staff will
provide notification that the Company complies with Marketplace
Rule 4310c(8)(D). The Company cannot provide any assurance that it
will receive an affirmative vote of its stockholders authorizing a
reverse stock split, if required, nor that the Company will regain
compliance with the minimum bid price requirement.

                Fourth Quarter Fiscal Year 2004
                 and Fiscal Year 2005 Guidance

The Company currently expects to incur an approximate net loss in
the fourth quarter of between $20.0 and $25.0 million or between
$0.18 and $0.23 per diluted share, respectively. Included in the
projected net loss is an approximate $3.3 million or $0.03 per
diluted share non-cash charge associated with the expected
conversion of the Company's 16% convertible subordinated notes to
common stock as a result of obtaining an effective registration
statement for the underlying securities with the Securities and
Exchange Commission. If, in the fourth quarter, the 16%
convertible subordinated notes do not convert to common stock as
anticipated, the Company expects that its net loss in the fourth
quarter would be less than $25.0 million or $0.23 per diluted
share and the $3.3 million non-cash charge would be incurred in a
later quarter once the registration statement does becomes
effective.

In addition, the Company expects to be profitable and cash flow
positive for fiscal year 2005.

                 Company Raised $15 Million from
                  Private Placement of 9% Notes

On February 17, 2004, the Company announced that it had raised
gross proceeds of $15.0 million in connection with the private
placement of its 9% Senior Subordinated Convertible Notes, due in
2007, to an investor. The 9% Notes are convertible into shares of
the Company's common stock, at a conversion price equal to $0.65.
Additionally, the investor shall receive warrants to purchase a
number of shares of Acclaim's common stock equal to 20% of the
number of shares underlying the 9% Notes, with an exercise price
equal to the Initial Conversion Price. The warrants will be
exercisable for five years from February 17, 2004.

Interest due on the 9% Notes is payable semi-annually commencing
October 1, 2004. The 9% Notes will be collateralized by a second
mortgage on Acclaim's headquarters building in Glen Cove, New
York, and other assets, subject to the Company's primary lender's
(GMAC Commercial Credit LLP) consent and an inter-creditor
agreement to be entered into post-closing. The 9% Notes contain
certain restrictive covenants, including restrictions on Acclaim's
incurrence of additional indebtedness.

The securities offered have not been registered under the
Securities Act of 1933, as amended or state securities laws, and
may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission ("SEC")
under the Securities Act of 1933, or an applicable exception there
from. Acclaim has agreed to file a registration statement for the
Notes and register the shares of its common stock underlying the
9% Notes and the warrants within 45 days following the Initial
Closing Date.

Acclaim has a first option, for a nine month period following the
Initial Closing Date, to require the investor to purchase $5
million of additional 9% Notes at the Initial Conversion Price, if
during that period the closing bid price of its common stock
exceeds 125% of the Initial Conversion Price for twenty
consecutive trading days, the registration statement covering the
shares underlying the 9% Notes is effective and its common stock
continues to be listed on a qualified securities exchange. The
investor likewise has the option, during the First Option Period,
to purchase the First Additional Notes from the Company at the
Initial Conversion Price.

Acclaim has a second option, for a six month period commencing one
year following the Initial Closing Date, to purchase $5 million of
additional 9% Notes at the Initial Conversion Price, if during the
three month period commencing one year from the Initial Closing
Date, the closing bid price of its common stock exceeds 200% of
the Initial Conversion Price for twenty consecutive trading days
or, if during the three month period commencing one year and three
months from the Initial Closing Date, the closing bid price of its
common stock exceeds 150% of the Initial Conversion Price for
twenty consecutive trading days. The investor likewise has the
option, during the Second Option Period, to purchase the Second
Additional Notes from the Company at the Initial Conversion Price.

In connection with any purchase of First Additional Notes or
Second Additional Notes, the investor would receive additional
warrants to purchase a number of shares of Acclaim's common stock
equal to 20% of the number of shares underlying those additional
notes, with an exercise price equal to the Initial Conversion
Price.

The Company's future liquidity will significantly depend in whole
or in part on its ability to (1) timely develop and market new
software products that meet or exceed its operating plans, (2)
realize long-term benefits from its implemented expense
reductions, (3) continue to enjoy the support of GMAC and its
vendors, and (4) register with the SEC the shares underlying the
September/October 2003 and February 2004 convertible notes
financings. If the Company does not substantially achieve its
overall projected revenue levels as reflected in its business
operating plan, and continue to realize additional benefits from
the expense reductions it has implemented, the Company will either
need to make further significant expense reductions, including,
without limitation, the sale of certain assets or the
consolidation or closing of certain operations, additional staff
reductions, and/or the delay, cancellation or reduction of certain
product development and marketing programs. Additionally, some of
these measures may require third party consents or approvals from
GMAC and others, and there can be no assurance those consents or
approvals will be obtained.

In the event that the Company does not achieve its business
operating plan, continue to derive significant expense savings
from its implemented expense reductions and register with the SEC
the shares underlying the September/October 2003 and February 2004
convertible notes financings, the Company cannot assure its
stockholders that its future operating cash flows will be
sufficient to meet its operating requirements and its debt service
requirements. If any of the preceding events were to occur, the
Company's operations and liquidity would be materially and
adversely affected and the Company could be forced to cease
operations.

Based in Glen Cove, New York, Acclaim Entertainment, Inc. -- whose
December 28, 2003 balance sheet records a total stockholders'
deficit of $63,892,000 -- is a worldwide developer, publisher and
mass marketer of software for use with interactive entertainment
game consoles including those manufactured by Nintendo, Sony
Computer Entertainment and Microsoft Corporation as well as
personal computer hardware systems. Acclaim owns and operates five
studios located in the United States and the United Kingdom, and
publishes and distributes its software through its subsidiaries in
North America, the United Kingdom, Australia, Germany, France and
Spain. The Company uses regional distributors worldwide. Acclaim
also distributes entertainment software for other publishers
worldwide, publishes software gaming strategy guides and issues
"special edition" comic magazines periodically. Acclaim's
corporate headquarters are in Glen Cove, New York and Acclaim's
common stock is publicly traded on NASDAQ.SC under the symbol
AKLM. For more information, visit http://www.acclaim.com/


ACCLAIM ENTERTAINMENT: Raises $15M in Sale of 9% Sr. Sub. Notes
---------------------------------------------------------------
Acclaim Entertainment, Inc. (Nasdaq: AKLM), a global video
entertainment software developer and publisher, announced that it
had raised gross proceeds of $15 million in connection with the
private placement of its 9% Senior Subordinated Convertible Notes,
due in 2007, to an investor.  The 9% Notes are convertible into
shares of the Company's common stock, at a conversion price equal
to $0.65.  

Additionally, the investor shall receive warrants to purchase a
number of shares of Acclaim's common stock equal to 20% of the
number of shares underlying the 9% Notes, with an exercise price
equal to the Initial Conversion Price.  The warrants will be
exercisable for five years from February 17, 2004.

Interest due on the 9% Notes is payable semi-annually commencing
October 1, 2004.  The 9% Notes will be collateralized by a second
mortgage on Acclaim's headquarters building in Glen Cove, New
York, and other assets, subject to the Company's primary lender's
(GMAC Commercial Credit LLP) consent and an inter-creditor
agreement to be entered into post-closing.  The 9% Notes contain
certain restrictive covenants, including restrictions on Acclaim's
incurrence of additional indebtedness.

The securities offered have not been registered under the
Securities Act of 1933, as amended or state securities laws, and
may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission ("SEC")
under the Securities Act of 1933, or an applicable exception there
from.  Acclaim has agreed to file a registration statement for
the Notes and register the shares of its common stock underlying
the 9% Notes and the warrants within 45 days following the Initial
Closing Date.

Acclaim has a first option, for a nine month period following the
Initial Closing Date, to require the investor to purchase $5.0
million of additional 9% Notes at the Initial Conversion Price, if
during that period the closing bid price of its common stock
exceeds 125% of the Initial Conversion Price for twenty
consecutive trading days, the registration statement covering the
shares underlying the 9% Notes is effective and its common stock
continues to be listed on a qualified securities exchange.  The
investor likewise has the option, during the First Option Period,
to purchase the First Additional Notes from the Company at the
Initial Conversion Price.

Acclaim has a second option, for a six month period commencing one
year following the Initial Closing Date, to purchase $5.0 million
of additional 9% Notes at the Initial Conversion Price, if during
the three month period commencing one year from the Initial
Closing Date, the closing bid price of its common stock exceeds
200% of the Initial Conversion Price for twenty consecutive
trading days or, if during the three month period commencing one
year and three months from the Initial Closing Date, the closing
bid price of its common stock exceeds 150% of the Initial
Conversion Price for twenty consecutive trading days.  The
investor likewise has the option, during the Second Option Period,
to purchase the Second Additional Notes from the Company at the
Initial Conversion Price.
    
In connection with any purchase of First Additional Notes or
Second Additional Notes, the investor would receive additional
warrants to purchase a number of shares of Acclaim's common stock
equal to 20% of the number of shares underlying those additional
notes, with an exercise price equal to the Initial Conversion
Price.

Based in Glen Cove, New York, Acclaim Entertainment, Inc., is a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems. Acclaim owns and operates five studios located in the
United States and the United Kingdom, and publishes and
distributes its software through its subsidiaries in North
America, the United Kingdom, Australia, Germany, France and Spain.
The Company uses regional distributors worldwide. Acclaim also
distributes entertainment software for other publishers worldwide,
publishes software gaming strategy guides and issues "special
edition" comic magazines periodically. Acclaim's corporate
headquarters are in Glen Cove, New York and Acclaim's common stock
is publicly traded on NASDAQ.SC under the symbol AKLM. For more
information, visit http://www.acclaim.com/

Acclaim Entertainment's December 28, 2003 balance sheet records a
total stockholders' deficit of $63,892,000 compared to a deficit
of $46,158,000 on March 31, 2003.  Total current debts also exceed
total current assets by $68,903,000.


AGILENT TECHNOLOGIES: Reports Improved First Quarter 2004 Results
-----------------------------------------------------------------
Agilent Technologies Inc. (NYSE: A) reported orders of $1.73
billion for the first fiscal quarter ended Jan. 31, 2004, 27
percent above one year ago. Revenues during the quarter were $1.64
billion, 16 percent ahead of last year. First quarter GAAP net
earnings of $71 million, or $0.14 per diluted share, compared to a
loss of $369 million, or $0.78 per share, in last year's first
quarter.

Excluding $32 million of net restructuring and amortization
charges, Agilent reported first quarter operating net income of
$103 million, or $0.21 per share, versus a loss on a comparable
basis of $109 million, or $0.23 per share, one year ago.

"We are pleased with our performance in the first quarter of this
year," said Ned Barnholt, Agilent chairman, president and chief
executive officer. "Stronger economic activity in most of our
markets drove these results, coupled with our ability to achieve
lower structural costs sooner than anticipated."

"During the quarter, we achieved a $1.40 billion operating
breakeven cost structure, three quarters earlier than planned(1).
For the second consecutive quarter, Agilent generated positive
free cash flow from operations,(2)" said Barnholt. The company
ended the quarter with $1.7 billion of cash and equivalents, up
$71 million from the prior quarter. Inventory days-on-hand
improved by 15 from one year ago to 107. Capital spending of $29
million was $40 million below the level of depreciation.

During the first quarter, Semiconductor Products orders were up 53
percent from last year to the highest levels since the year 2000.
Automated Test segment orders, while down from the seasonally
strong fourth quarter, were up 74 percent from last year. Life
Sciences and Chemical Analysis orders were 15 percent above one
year ago, while Test and Measurement segment orders were up 8
percent. Overall, the company's book-to-bill ratio was 1.05 in the
first quarter, compared to 1.03 in the fourth quarter of last year
and 0.96 one year ago.

Looking ahead, Barnholt said, "The markets we serve are clearly
gaining some traction, and Agilent has both the cost structure and
the innovative new products to take full advantage of the
recovery. Without the normal first quarter drop, we are somewhat
cautious about assuming the usual seasonal rise in second quarter
activity."

"We are maintaining our prior second quarter guidance of earnings
before restructuring and amortization charges in the range of
$0.20 to $0.25 per share(3) on revenues of $1.65 billion to $1.70
billion. For the year 2004, we are comfortable with the current
range of analyst expectations for both revenues and operating
EPS," said Barnholt.

                           Segment Results

Test and Measurement
(in millions)
                            Q1:F04   Q1:F03   Q4:F03
                            -------  -------  -------
Orders                        642      594      645
Revenues                      642      633      631
Operating Profit(4)             4     (132)     (11)


Test and Measurement returned to profitability in the first
quarter as a result of aggressive restructuring. Orders during the
quarter of $642 million were 8 percent above one year ago and flat
versus the seasonally strong fourth quarter of fiscal 2003.
Compared to last year, orders were stronger in both
communications, driven by demand for wireless handset testers, and
in general purpose test, where orders were up 13 percent. Revenues
of $642 million were 1 percent above last year and 2 percent ahead
of three months earlier.

First quarter operating profits of $4 million were improved by
$136 million compared to one year ago, despite only $9 million
higher revenues. Profits were up $15 million versus the fourth
quarter on a revenue gain of $11 million.

Automated Test
(in millions)

                            Q1:F04   Q1:F03   Q4:F03
                            -------  -------  -------
Orders                        200      115      260
Revenues                      219      136      260
Operating Profit(4)            20      (48)      45


First quarter Automated Test orders of $200 million were 74
percent above one year ago, with significant year-to-year growth
in all product lines. Sequentially, orders were down 23 percent
from the seasonally strong fourth quarter, largely because of
seasonal weakness in consumer-driven flash memory test. Revenues
of $219 million were 61 percent above last year and down 16
percent from a strong Q4.

Segment profits were positive for the third consecutive quarter.
First quarter profits of $20 million were up $68 million from one
year ago on an $83 million increase in revenues. Compared to the
fourth quarter, profits were down $25 million on a revenue decline
of $41 million. Return on invested capital (ROIC) during the
quarter was about 9 percent(5).

Semiconductor Products
(in millions)

                            Q1:F04   Q1:F03   Q4:F03
                            -------  -------  -------
Orders                        582      381      493
Revenues                      469      367      463
Operating Profit(4)            60      (48)      40


Semiconductor Products had a very strong first quarter, with
orders of $582 million, up 53 percent from last year and 18
percent ahead of the seasonally strong fourth quarter. Compared to
last year, personal systems products orders were up 73 percent,
with strength across the board but particularly notable in mobile
phone components. Networking orders were also up, 14 percent ahead
of last year. Revenues of $469 million were 28 percent above one
year ago and 1 percent ahead of the fourth quarter. Semiconductor
Products' book-to-bill ratio of 1.24 compares to 1.04 last year
and 1.06 three months ago.

Segment profits reflected the benefits of higher volumes, better
yields and cumulative restructuring, generating a segment ROIC of
28 percent(5) . Profits of $60 million were $108 million higher
than last year on $102 million higher volume. Compared to the
fourth quarter, profits were up $20 million on only $6 million
higher volume.

Life Sciences and Chemical Analysis
(in millions)

                            Q1:F04   Q1:F03   Q4:F03
                            -------  -------  -------
Orders                        307      268      333
Revenues                      313      276      321
Operating Profit(4)            49       34       53


Life Sciences and Chemical Analysis showed signs of improving
momentum during the first quarter, with orders of $307 million up
15 percent from last year and down only 8 percent from the
seasonally strong fourth quarter. Life Sciences orders were up 10
percent year-to-year, while Chemical Analysis orders were up 18
percent due to particular strength in Asia. Revenues of $313
million were 13 percent above last year and down only 2 percent
from the fourth quarter's record level.

Segment profits reached $49 million in the quarter, up $15 million
from one year ago on a $37 million increase in revenues. Profits
were down $4 million from the fourth quarter's record result on an
$8 million drop in volume. During the quarter, the segment
achieved an ROIC of 32 percent(5).

Agilent Technologies Inc. (NYSE:A) (S&P, BB Corporate Credit and
Senior Note Ratings) is a global technology leader in
communications, electronics, life sciences and chemical analysis.
The company's 28,000 employees serve customers in more than 110
countries. Agilent had net revenue of $6.1 billion in fiscal year
2003. Information about Agilent is available on the Web at
http://www.agilent.com/


AIR CANADA: Three Travel Agencies Want to Pursue Fed. Court Action
------------------------------------------------------------------
As previously reported, Mr. Justice Farley modified the CCAA stay
for the limited purpose of requiring Air Canada to file its
certification materials with the Federal Court of Canada with
respect to a pending lawsuit brought on behalf of Canadian travel
agents.  The Federal Court Action alleges that Air Canada
together with six co-defendants breached the Competition Act.

Air Canada delivered its response materials to the Federal Court.  
In December 2003, an extensive case conference was held in the
Federal Court Action before the Honorable Mr. Justice Hugessen of
the Federal Court.

In the Federal Court Action, William Sharpe, Esq., at Legge &
Legge, in Toronto Ontario, relates that Always Travel Inc.,
Highbourne Enterprises Inc. and Canadian Standard Travel Agent
Registry seek varied and substantial post-CCAA commencement and
continuing relief under the Competition Act.  The Federal Court
Action Plaintiffs assert damages accrued after the Petition Date
and seek interim and final injunctive relief, prospective relief
and other non-monetary relief in the Federal Court Action.  The
Federal Court Action Plaintiffs seek relief outside the ambit of
operation of the Companies' Creditors Arrangement Act.  Their
full claims in the Federal Court Action are neither provable nor
dischargeable in the CCAA proceedings.

In this regard, the Federal Court Action Plaintiffs ask Mr.
Justice Farley to modify the CCAA stay so they may assert their
claim against Air Canada and pursue judgment of that claim in the
Federal Court Action.

The Federal Court Action Plaintiffs have filed a proof of claim
for CN$1,700,000,000 in estimated damages accrued as of April 1,
2003.  As of January 16, 2004, no response has been received from
or on behalf of any claims officer.

Mr. Sharpe tells Mr. Justice Farley that to force the Federal
Court Action Plaintiffs to prove their claim as against Air
Canada in a claims process separate from the Federal Court
Proposed Class Action would increase delay and expense and expose
all parties to the risk and injustice of inconsistent
determinations.  Mr. Sharpe contends that the interests of
justice do not indicate or encompass the CCAA Court purporting to
manage or restrict proceedings in the Federal Court within its
jurisdiction.  The Federal Court alone has jurisdiction to
determine whether the damages, if any, recoverable in that Action
are jointly and severally payable by some or all Defendants.  Mr.
Sharpe also notes that the other six Defendants cannot reasonably
establish any rights as against Air Canada except as in the
Federal Court Action.

                       Applicants Object

Air Canada Assistant General Counsel, Louise-Helene Senecal,
tells Mr. Justice Farley that the Applicants and Ernst & Young,
Inc., are presently dealing with over 8,500 claims.  The
Applicants anticipate that recognized creditors will ultimately
have the opportunity to participate in the approval or rejection
of a plan of arrangement or compromise that will, subsequently,
be filed.

According to Ms. Senecal, having to deal with the litigation on
the part of all of Air Canada's creditors, including the Federal
Court Action, in proceedings outside of the Claims Procedure
established by the CCAA Court would require substantial resources
and effort of the Applicants' executive and management.  The
Applicants cannot afford this distraction at this time as they
are presently focused on the ongoing operations of the airline
and on the implementation and finalization of the restructuring.  
Now that the equity process and the Global Restructuring
Agreement with GE Capital -- two key building blocks in the
restructuring process -- have been finalized and approved by the
CCAA Court, the Applicants are working towards the goal of
presenting a plan to their creditors in the shortest possible
time frame.  For the Applicants to expend significant resources
to defend the Federal Court Action Plaintiffs' claim in the
Federal Court would work a serious prejudice to them.

"From Air Canada's point of view, the Federal Court Plaintiffs
are in essentially the same situation as the 8,500 other
creditors of Air Canada who have filed Claims in the Claims
Procedure," Ms. Senecal says.

For this reason, the Applicants ask the CCAA Court to deny the
Federal Action Plaintiffs' request. (Air Canada Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIRGATE: December 2003 Stockholders' Deficit Narrows to $204MM
--------------------------------------------------------------
AirGate PCS, Inc. (OTCBB: PCSA), a PCS Affiliate of Sprint,
announced financial and operating results for its first fiscal
quarter ended December 31, 2003.

Consistent with its guidance announced earlier this month, recent
highlights and operating highlights of the quarter include the
following:

-- Financial recapitalization to be completed on February 20,
   2004.

-- Loss from continuing operations improved to ($11.1) million
   from ($19.4) million in the first fiscal quarter of 2003. Net
   income improved to $173.0 million from a net loss of ($47.7)
   million in the first fiscal quarter of 2003.

-- EBITDA, earnings before interest, taxes, depreciation and
   amortization, was $11.8 million, an increase of $9.4 million
   from $2.4 million in the first fiscal quarter of 2003. Debt
   restructuring expenses of $2.3 million were included in
   operating expenses for the first fiscal quarter of 2004.

-- Cash and cash equivalents increased to $60.0 million from $54.1
   million at the end of fiscal year 2003 and from $0.9 million a
   year ago.

AirGate PCS, Inc.'s condensed balance sheet at December 31, 2003
shows a total stockholders' deficit of $203,886,000 compared to
$376,997,000 at September 30, 2003

                First Quarter Financial Overview
                    and Key Operating Metrics

Notable financial effects during the first fiscal quarter of 2004
include:

-- A reduction to roaming revenues of approximately $0.9 million
   resulting from a correction in Sprint's billing system with
   respect to data-related inbound roaming revenues, which the
   Company continues to examine.

-- A reduction of cost of service and roaming of $3.8 million
   related to a year-end settlement of 2003 Sprint service bureau
   fees and Sprint's decision to discontinue their billing system
   conversion, $3.1 million of which was a non-cash item that was
   previously disputed and not paid.

-- An increase of general and administrative expenses related to
   debt restructuring costs of $2.3 million.

-- Net income was positively affected by a $184.1 million non-
   monetary gain from disposition of discontinued operations
   resulting from the elimination of the investment in iPCS.

Notable financial effects during the first fiscal quarter of 2003
include:

-- A reduction of cost of service and roaming of $1.3 million
   related to a year-end settlement of 2002 Sprint service bureau
   fees.

-- Net income was negatively affected by losses of ($28.2) million
   from the discontinued operations of iPCS.

                Discontinued Operations of iPCS

On October 17, 2003, AirGate irrevocably transferred all of its
shares of iPCS common stock to a trust for the benefit of AirGate
shareholders. As of the date of the transfer to the trust, the
iPCS investment ($184.1 million credit balance carrying amount)
was eliminated and recorded as a non-monetary gain on disposal of
discontinuing operations. The results of iPCS for all periods
presented are reported as discontinued operations. Therefore, the
results of continuing operations reflect the operations of AirGate
and its restricted subsidiaries only.

                    Management Commentary

"Our efforts on the recapitalization plan were successful with the
tender of more than 99% of the 13.5% notes and the required
approvals from our shareholders," said Thomas M. Dougherty,
president and chief executive officer of AirGate PCS. "I want to
thank our shareholders, bondholders and secured lenders for their
support during this process as well as all those who contributed
to making this a successful transaction. I look forward to the
continued support of all our stakeholders as we move on to the
next stage of our growth. With our newly restructured balance
sheet providing us additional flexibility, we look forward to
being able to increase our focus on our operations and improve our
results further."

"We are pleased with the results of the first fiscal quarter of
2004," Dougherty continued. "We have continued to produce solid
operating results and to strengthen our financial position. Over
the last year, we increased our cash and cash equivalents to $60.0
million from $0.9 million. While we expect cash and cash
equivalents to be reduced by approximately $14 million due to cash
payments related to the recapitalization, we believe we will
remain in a strong financial position."

                      Future Guidance

Consistent with competitive industry practices, Sprint is
continually assessing its current product and service offerings
and considering changes that may enhance those offerings.
Potential changes being considered are designed to, among other
things, increase subscriber satisfaction and reduce churn. Such
changes could entail risks to AirGate, including the risk that
potential losses in revenue and ARPU may not be offset by any
improvements in market share, customer satisfaction, churn or cost
structure over the short or long term.

AirGate also continually assesses marketing opportunities and its
growth strategy. AirGate may consider marketing opportunities to
address specific customer segments, which may change the overall
mix of prime and sub-prime credit subscribers in its subscriber
base, and may include adjustments to its deposit policy.

During the second fiscal quarter of 2004, the Company anticipates
net cash outflows related to the prepayment of a portion of the
credit facility and expenses in connection with the
recapitalization to total approximately $14 million.

                    Reverse Stock Split

On February 12, 2004, the Company announced that its shareholders
had approved a 1-for-5 reverse stock-split of its capital stock
effective February 13, 2004. As a result of the reverse stock
split, shareholders will receive one share of common stock, and
cash resulting from the elimination of any fractional shares, in
exchange for each five shares of common stock currently
outstanding.

                     About AirGate PCS

AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to
sell wireless mobility communications network products and
services under the Sprint brand in its territory within three
states located in the Southeastern United States. The territory
includes over 7.4 million residents in key markets such as
Charleston, Columbia, and Greenville-Spartanburg, South Carolina;
Augusta and Savannah, Georgia; and Asheville, Wilmington and the
Outer Banks of North Carolina.


AINSWORTH LUMBER: S&P Ups Rating to B+ on Strong Fin'l Performance
------------------------------------------------------------------  
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on wood products producer Ainsworth Lumber Co. Ltd.
to 'B+' from 'B-' due to a strong financial performance and a
strengthened balance sheet following completion of the company's
proposed refinancing. At the same time, Standard & Poor's assigned
its 'B+' senior unsecured debt rating to Ainsworth's proposed
US$200 million notes maturing in 2014. The outlook is stable.

"The upgrade stems from Ainsworth's strengthened balance sheet
following strong profitability and cash generation in a year of
record demand and pricing for oriented strandboard (OSB)," said
Standard & Poor's credit analyst Clement Ma. Using a combination
of approximately C$194 million cash and the new senior unsecured
notes, Ainsworth is expected to retire its US$281.5 million in
existing secured debt through a public tender offer. Following the
refinancing, the company's total debt to capitalization should
eventually decrease to less than 45% from approximately 67% at
Dec. 31, 2003.

The ratings on Ainsworth reflect the company's narrow product
concentration in the production of OSB, and its mid-size market
position. These risks are partially offset by the company's strong
cost position stemming from its modern asset base, and its high
fiber integration.

The company operates very modern assets with none of its three OSB
mills more than eight years old. The High Level and Grande Prairie
mills are currently the two largest mills in the world, with High
Level operating a 12-foot wide continuous flow press that allows
for high speeds and changing product ranges on a cost efficient
basis. The 100 Mile House mill is also an above-average-sized
plant that produces higher margin OSB including export and
industrial grades. Both the 100 Mile House and Grande Prairie
mills have benefited from minor capital investments and are
operating well above initial design capacity levels. The 50%-owned
High Level mill has experienced operating challenges through its
start-up that has limited production to about 75% of capacity at
the end of 2003.

Furthermore, its initial design capacity has been revised to 860
million square feet from 900 million square feet. Nevertheless,
management has taken measures to improve performance and the mill
is still expected to surpass Grande Prairie and become one of the
lowest cost mills in the world, as production moves closer to
designed capacity levels. All three mills are near fully
integrated through long-term government allocations in Alberta's
low-cost fiber basket.

With a favorable environment for OSB expected in the near term,
Ainsworth should generate robust credit measures that are very
healthy for the ratings. The ability to maintain profitability,
cash flow protection and liquidity that are strong for the
ratings, through a downturn, are key to ratings stability.


AINSWORTH LUMBER: Launches Tender Offers for Senior Secured Notes
-----------------------------------------------------------------
Ainsworth Lumber Co. Ltd. commenced offers to purchase for cash
all of its outstanding 13.875% Senior Secured Notes due July 15,
2007 and all of its outstanding 12-1/2% Senior Secured Notes due
July 15, 2007. The aggregate principal amount of 13.875% Notes
outstanding is US$89,085,000 and the aggregate principal amount of
12-1/2% Notes outstanding is US$184,600,000. Ainsworth is also
soliciting consents from the holders of the Notes to approve
certain amendments to the indentures under which the Notes were
issued, which amendments will eliminate substantially all of the
covenants and certain events of default, and discharge and release
the related security documents.

The tender offers will expire at 12:00 a.m., New York City time,
on March 16, 2004, unless extended or earlier terminated by
Ainsworth. The total consideration to be paid to holders that
tender their Notes and deliver their consents prior to 12:00
a.m., New York City time, on February 27, 2004, will be equal to
US$1,168.75 per US$1,000 principal amount of 13.875% Notes, which
includes a consent payment of US$20.00 per US$1,000 principal
amount of 13.875% Notes, and US$1,275.00 per US$1,000 principal
amount of 12 1/2% Notes, which includes a consent payment of
US$20.00 per US$1,000 principal amount of 12 1/2% Notes. Holders
that tender their Notes after 12:00 a.m. on February 27, 2004,
and prior to the expiration of the tender offer will receive
US$1,148.75 per US$1,000 principal amount of 13.875% Notes and
US$1,255.00 per US$1,000 principal amount of 12 1/2% Notes.

Information regarding the pricing, tender and delivery procedures
and conditions of the tender offers and consent solicitations is
contained in the Offer to Purchase and Consent Solicitation
Statement dated February 17, 2004, and related documents. Copies
of these documents can be obtained by contacting Global
Bondholder Services Corporation, the information agent, at (866)
389-1500 (toll free) or (212) 430-3774 (collect). Goldman, Sachs
& Co. is the exclusive dealer manager and solicitation agent.
Additional information concerning the terms and conditions of the
tender offers and consent solicitations may be obtained by
contacting Goldman, Sachs & Co. at 1-800-828-3182 (toll free) or
212-357-3019 (collect).

Ainsworth also announced that it intends to sell, on a private
placement basis, in the United States pursuant to Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act") and
in certain Canadian provinces, up to US$200 million aggregate
principal amount of senior notes. Ainsworth intends to use the
net proceeds of the offering of the new senior notes, together
with the excess cash on its balance sheet, to pay the
consideration under the tender offers and consent solicitations.
The tender offers are conditional on the completion of the
offering of the new senior notes.

The new senior notes have not been, and will not be registered
under the Securities Act or any state securities laws, and may
not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.

Ainsworth Lumber Co. Ltd. (S&P, B+ L-T Corp. Credit Rating, Stable
Outlook) has operated as a forest products company in Western
Canada for over 50 years. The company's operations have a total
annual capacity of approximately 1.5 billion square feet - 3/8" of
oriented strand board (OSB), 155 million square feet - 3/8" of
specialty overlaid plywood, and 55 million board feet of lumber.
In Alberta, the company's operations include an OSB plant at
Grande Prairie and a one-half interest in an OSB plant at High
Level. In B.C., the company's operations include an OSB plant at
100 Mile House, a veneer plant at Lillooet, a plywood plant at
Savona and finger-joined lumber plant at Abbotsford.


ALLEGHENY ENERGY: S&P Revises Ratings' Outlook to Stable
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Allegheny Energy Inc. and its subsidiaries to stable from negative
with the pending refinancing of its bank loans, which alleviates
concerns associated with near-term refinancing risk.

At the same time, Standard & Poor's assigned its 'B' rating and a
recovery rating of '2' to the $1.3 billion secured credit facility
at Allegheny's generation subsidiary, Allegheny Energy Supply. The
'2' recovery rating indicates Standard & Poor's expectation that
holders of the bank loan can expect substantial (80% to 100%)
recovery of principal in the event of a default.

Allegheny, headquartered in Hagerstown, Maryland, owns about
11,500 MW of generation capacity and serves about 1.5 million
customers in West Virginia, Virginia, Ohio, Pennsylvania, and
Maryland.

"In the past eight months, Allegheny's new management has made
significant progress in stabilizing its financial profile," said
credit analyst Tobias Hsieh. "Refinancing its bank loans was one
of the last challenges that the company had to overcome in
stabilizing its credit profile."

The refinanced bank loan relaxed some of the restrictive financial
covenants and removed the aggressive amortization schedule, which
were major credit concerns. The company also stabilized its cash
flow by selling the contract it had with the California Department
of Water Resources for approximately $354 million and bolstered
its liquidity by issuing $300 million of convertible debt in the
private placement market. And as of January 2004, Allegheny is up
to date with all of its required financial filings.

Even though Allegheny has made significant progress in reducing
its business risk and stabilizing its financial risk profile,
Allegheny's corporate credit profile remains weak because the
company remains heavily burdened with debt and non-performing
assets. Its current debt-to-capitalization is about 78% and its
funds from operations-to-interest coverage will probably hover in
the low 2x range in the intermediate term. The current rate freeze
in both Pennsylvania and Maryland may also limit Allegheny's
ability to recover unexpected cost increases in a timely manner.

Still, the company owns three regulated utilities that generate
stable cash flow and 4,000 MW of large, low-cost, coal-fired
generation assets that should prove to be significantly more
valuable when the Maryland and Pennsylvania rate-freeze periods
expire in coming years. The company is also actively implementing
cost-cutting measures and reliability enhancement programs that
could accelerate the recovery process.

Despite its secured status, the rating on the $1.3 billion credit
facility bank loan was not enhanced above AE Supply's corporate
credit rating of 'B', because according to Standard & Poor's
stressed scenarios, the collateral value to loan coverage was
close to 1x or slightly below. Standard & Poor's believes that the
prospect for recovery for the $1.3 billion facility is diluted by
the need to share its collateral on a pari passu basis with the
existing $344 million AE Supply Statutory Trust 2001 notes and, to
some extent, the $270 million of pollution control bonds.


AMERCO: Reports Improved Financial Results for Third Quarter
------------------------------------------------------------
AMERCO (Nasdaq: UHALQ), with the inclusion of SAC Holding
Corporations and its wholly owned subsidiaries reported total
revenues of $502.6 million for the quarter ended December
31, 2003, an increase of 7.6 percent over the comparable quarter
of 2002.  The Company reported a loss of $21.7 million for the
quarter, compared with a loss of $45.8 million for the same
quarter last year.

The Company reported a loss per share of $1.24 for the quarter
ended December 31, 2003 compared with a loss per share of $2.45
for the quarter ended December 31, 2002.
    
Total revenues for the nine-month period ended December 31, 2003
were $1,710.2 million, up $26.8 million over the comparable period
last year. Earnings for the nine-month period ended December 31,
2003 were $50.1 million, compared to earnings of $124,000 for the
same period last year.

"U-Haul moving and storage operations continue to show very
positive revenue and operating profit gains.  These positive
results for the quarter and the last nine months of our fiscal
year 2004 reflect the solid foundation of our core U-Haul moving
and self-storage business," stated Joe Shoen, chairman of AMERCO.

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities.


APPLICA INC: Launches Two Product Programs to Drive Revenues
------------------------------------------------------------
Applica Incorporated (NYSE: APN) announced that executives from
Applica and The Procter & Gamble Company (NYSE: PG) will visit the
New York Stock Exchange on Thursday, February 19th to celebrate
their strategic development relationship. Applica will ring the
closing bell to announce the launch of the Home Cafe system and
the Tide Buzz Ultrasonic Stain Remover powered by Black & Decker
-- two exciting new home-based consumer products resulting from
its relationship with P&G. Applica expects both new product
initiatives to drive revenue and afford new streams of long-term
growth.

The first new product program introduces the Home Cafe(TM) system
as a revolutionary single-cup brewing system that offers
coffeehouse-style coffee in the home. The Home Cafe(TM) system was
co-developed by P&G and Applica and is scheduled for a retail
launch in May and a grocery rollout for the summer. The Home
Cafe(TM) system features a Black & Decker(R) branded appliance
that incorporates Folgers -- America's No.1 selling coffee brand
-- and Millstone coffees.

Applica and P&G will be marketing the Home Cafe(TM) system as a
broad- based platform that allows for the licensing of the
technology to competitors in the household appliance industry.
These competitors will also be distributing under the Home
Cafe(TM) system and will have the ability to use Folgers or
Millstone coffee pods in their branded appliance. Led by the
marketing power of the Black & Decker(R) brand and the renowned
marketing prowess of P&G and its leading consumer brands, the Home
Cafe(TM) system will provide maximum brand presence and wide-based
distribution utilizing multiple appliance brands and Folgers and
Millstone coffee pods.

As a program co-developer with P&G, Applica has an incentive-based
relationship with P&G that is designed to capitalize on the
manufacturing technology of the appliance, as well as to provide
an opportunity for Applica to share in coffee-pod revenue in the
future, provided certain targets are met for the establishment of
the Home Cafe(TM) platform and household penetration.

Not only will this product revolutionize current consumer
behaviors by providing unique and advanced consumer benefits, but
it will be supported by a comprehensive Applica launch strategy
supported by our development collaborator, P&G.

It is with equal excitement that Applica announces the second new
product program, which features a ground-breaking combination of
specially formulated Tide(TM) Ultrasonic Cleaning Fluid and a
Black & Decker(R) branded stain removal appliance. This initiative
marks the first time P&G has licensed the Tide(TM) brand for a
cleaning product.

The Tide(TM) Buzz(TM) Ultrasonic Stain Remover powered by Black &
Decker(R) incorporates ultrasonic technology to erase stains on
the spot prior to washing. Applica will exclusively market and
distribute the Tide(TM) Buzz(TM) Ultrasonic Stain Remover
appliance powered by Black & Decker(R), as well as the specially
formulated TideT Ultrasonic Cleaning Fluid in the Americas. This
product is scheduled for a retail launch in May 2004.

Harry D. Schulman, Chief Executive Officer and President of
Applica, commented, "Our goals at Applica have been clear:
reinforce our leadership position within the small appliance
industry, while simultaneously driving new business growth through
innovative, non-traditional marketing, development and
distribution strategies. [Tues]day, I am extremely pleased to
report we have successfully taken the first major step in
accomplishing both goals. Clearly, the power of such institutional
brands as Black & Decker(R), Folgers and Tide(TM) will redefine
consumer behaviors, cultivate new revenue growth and bolster
Applica's position as an innovative leader pioneering the small
appliance industry."

Michael J. Michienzi, Senior Vice President of Global Business
Development of Applica, continued, "This is truly an exciting and
defining moment for Applica as we embark on a much anticipated
journey together with the leader in consumer packaged goods. Much
to our delight, and with a formula that attempts to overwhelm
consumer purchase decisions with such trusted and recognizable
brands, we are introducing two consumer products that we
anticipate will redefine consumer behaviors and their current
respective categories, while pioneering and simultaneously forging
new ones."

Applica Incorporated and its subsidiaries (S&P, B Corporate Credit
Rating, Negative Outlook) are manufacturers, marketers and
distributors of a broad range of branded and private-label small
electric consumer goods. The Company manufactures and distributes
small household appliances, pest control products, home
environment products, pet care products and professional personal
care products.  Applica markets products under licensed brand
names, such as Black & Decker(R), its own brand names, such as
Windmere(R), LitterMaid(R) and Applica(R), and other private-label
brand names.  Applica's customers include mass merchandisers,
specialty retailers and appliance distributors primarily in North
America, Latin America and the Caribbean.  The Company operates
manufacturing facilities in China and Mexico. Applica also
manufactures products for other consumer products companies.  
Additional information regarding the Company is available at
http://www.applicainc.com/


ARCH CAPITAL: Reports Better 2003 Fourth Quarter Results
--------------------------------------------------------
Arch Capital Group Ltd. (NASDAQ: ACGL) reports that net income for
the 2003 fourth quarter was $83.7 million, or $1.22 per share,
compared to $43.5 million, or $0.65 per share, for the 2002 fourth
quarter. Net income for the year ended December 31, 2003 was
$280.6 million, or $4.14 per share, compared to $59.0 million, or
$0.99 per share, for the year ended December 31, 2002. The
Company's diluted book value per share increased by 20.4% to
$25.52 at December 31, 2003 from $21.20 at December 31, 2002. Net
premiums written for the 2003 fourth quarter increased to $627.4
million from $439.2 million for the 2002 fourth quarter, and net
premiums written for the year ended December 31, 2003 increased to
$2.74 billion from $1.26 billion for the year ended December 31,
2002. The growth in net premiums written was due to substantial
increases in business written by both the Company's reinsurance
and insurance segments. All per share amounts discussed in this
release are on a fully diluted basis.

The Company also reported after-tax operating income for the 2003
fourth quarter of $87.9 million, or $1.29 per share, compared to
$48.6 million, or $0.72 per share for the 2002 fourth quarter.
After-tax operating income for the year ended December 31, 2003
was $266.5 million, or $3.93 per share, compared to $95.0 million,
or $1.59 per share, for the year ended December 31, 2002. The
Company's after-tax operating income represented a 21.5% return on
beginning equity for the 2003 fourth quarter, on an annualized
basis, and a 18.9% return on beginning equity for the year ended
December 31, 2003. Operating income, a non-GAAP measure, is
defined as net income or loss before extraordinary items,
excluding net realized investment gains or losses, net foreign
exchange gains or losses, other income, reversal of deferred tax
asset valuation allowances and non-cash compensation, net of tax.
See page 6 for a further discussion of operating income and
Regulation G.

The underwriting income of the Company's insurance and reinsurance
subsidiaries increased to $75.8 million for the 2003 fourth
quarter from $36.0 million for the 2002 fourth quarter. For the
year ended December 31, 2003, underwriting income was $228.7
million, compared to $59.2 million for the year ended December 31,
2002. The increase in underwriting income in the 2003 periods was
primarily due to a significantly higher level of net premiums
earned. In addition, underwriting results in the 2003 periods also
benefited from increased profits recorded in property and other
short-tail lines of business due, in part, to a low level of
catastrophic activity.

The combined ratio of the Company's insurance and reinsurance
subsidiaries was 89.3% for the 2003 fourth quarter, compared to
87.6% for the 2002 fourth quarter, and 90.0% for the year ended
December 31, 2003, compared to 90.9% for the year ended December
31, 2002. The loss ratio of the Company's insurance and
reinsurance subsidiaries was 61.9% for the 2003 fourth quarter,
compared to 59.9% for the 2002 fourth quarter. The loss ratio was
63.9% for the year ended December 31, 2003, compared to 64.8% for
the year ended December 31, 2002. The loss ratio of 63.9% for the
year ended December 31, 2003 was comprised of 12.0 points of paid
losses, 7.4 points related to reserves for reported losses and
44.5 points related to incurred but not reported reserves.

In establishing the reserves for losses and loss adjustment
expenses, the Company has made various assumptions relating to the
pricing of its reinsurance contracts and insurance policies and
also has considered available historical industry experience and
current industry conditions. The Company's reserving method is
primarily the expected loss method, which is commonly applied when
limited loss experience exists. Any estimates and assumptions made
as part of the reserving process could prove to be inaccurate due
to several factors, including the fact that very limited
historical information has been reported to the Company through
December 31, 2003.

The total expense ratio of the Company's insurance and reinsurance
subsidiaries, which includes acquisition expenses and other
operating expenses, was 27.4% for the 2003 fourth quarter,
compared to 27.7% for the 2002 fourth quarter. The total expense
ratio for the years ended December 31, 2003 and 2002 was 26.1%.

The acquisition expense ratio of the Company's insurance and
reinsurance subsidiaries, which is reflected net of certain
policy-related fee income, was 18.9% for the 2003 fourth quarter,
compared to 17.9% for the 2002 fourth quarter, and was 18.5% for
the year ended December 31, 2003, compared to 16.7% for the year
ended December 31, 2002. The acquisition expense ratio fluctuates
based on changes in the mix of business, as well as the amount of
ceding commissions received from unaffiliated reinsurers and
changes in the percentage of net premiums earned by the
reinsurance segment relating to pro rata contracts. Pro rata
contracts are typically written at a lower loss ratio and higher
expense ratio than excess of loss business.

The other operating expense ratio of the Company's insurance and
reinsurance subsidiaries was 8.5% for the 2003 fourth quarter,
compared to 9.8% for the 2002 fourth quarter, and 7.6% for the
year ended December 31, 2003, compared to 9.4% for the year ended
December 31, 2002. While aggregate other operating expenses were
higher for the 2003 periods compared to the 2002 periods, the
other operating expense ratio decreased primarily due to the
significant growth in net premiums earned during the 2003 periods.

Net investment income for the 2003 fourth quarter was $22.2
million, compared to $15.6 million for the 2002 fourth quarter.
Net investment income for the year ended December 31, 2003 was
$81.0 million, compared to $51.2 million for the year ended
December 31, 2002. The growth in net investment income in each of
the 2003 periods was due to a significant increase in the
Company's invested assets primarily resulting from cash flow
provided by operating activities during 2003 and 2002, which more
than offset the effect of lower yields available in the financial
markets in 2003 in comparison with 2002. The Company's investment
portfolio mainly consists of high quality fixed income securities,
which had an average Standard & Poor's quality rating of "AA+" and
an average duration of 2.0 years at December 31, 2003.

The Company's effective tax rate may fluctuate from period to
period based on the relative mix of income reported by
jurisdiction primarily due to the varying tax rates in each
jurisdiction. The Company's quarterly tax provision is adjusted to
reflect changes in its expected annual effective tax rates, if
any. For the year ended December 31, 2003, the Company's effective
tax rates on (i) pre-tax operating income and (ii) income before
extraordinary items, excluding the reversal of a $773,000 deferred
tax asset valuation allowance, were 8.7 % and 9.0% respectively.
The reduction in the effective tax rate from the rate used at
September 30, 2003 lowered the 2003 fourth quarter tax provision
by $5.6 million, or $0.08 per share. The reduction in the
effective tax rate in the 2003 fourth quarter resulted from a
change in the relative mix of income reported by jurisdiction. The
Company currently estimates that its effective tax rate for 2004
will approximate 11.0% on pre-tax income and pre-tax operating
income, but recognizes that as noted above, the rate may fluctuate
based on the relative mix of income reported by jurisdiction.

Consolidated cash flow provided by operating activities for the
2003 fourth quarter was $466.5 million, compared to $326.8 million
for the 2002 fourth quarter. Operating cash flow for the year
ended December 31, 2003 was approximately $1.61 billion, compared
to $669.1 million for the year ended December 31, 2002. The
significant increase in cash flow in the 2003 periods compared to
the 2002 periods was primarily due to the substantial growth in
premium volume and a low level of claim payments.

Non-cash compensation primarily results from restricted shares
granted in connection with the Company's November 2001 capital
infusion and underwriting initiative. After-tax non-cash
compensation expense for the 2003 fourth quarter was $2.9 million,
compared to $8.2 million for the 2002 fourth quarter. After-tax
non-cash compensation expense for the year ended December 31, 2003
was $13.8 million, compared to $48.9 million for the year ended
December 31, 2002. Non-cash compensation for the year ended
December 31, 2002 reflected the accelerated vesting of certain
restricted common shares granted to the chairman of the Company's
board of directors. The accelerated recognition for the year ended
December 31, 2002 had no effect on the Company's shareholders'
equity and had the effect of reducing non-cash compensation
expense in subsequent periods.

The United States dollar is the functional currency for all of the
Company's business. Net foreign exchange losses for the 2003
fourth quarter of $5,522,000 consisted of net unrealized losses of
$7,012,000 and net realized gains of $1,490,000. Net foreign
exchange losses for the 2002 fourth quarter of $69,000 consisted
of net unrealized losses of $947,000 and net realized gains of
$878,000. Net foreign exchange gains for the year ended December
31, 2003 of $997,000 consisted of net unrealized losses of
$2,153,000 and net realized gains of $3,150,000. Net foreign
exchange gains for the year ended December 31, 2002 of $2,449,000
consisted of net unrealized losses of $36,000 and net realized
gains of $2,485,000.

The Company's shareholders' equity increased to $1.71 billion at
December 31, 2003, compared to $1.41 billion at December 31, 2002.
The increase in the Company's shareholders' equity and diluted per
share book value was primarily attributable to the Company's
operating income for the year ended December 31, 2003. The
calculation of the Company's book value per share amounts is
included in the accompanying supplemental financial information.
At December 31, 2003, the Company had total capital of $1.91
billion.

Pursuant to the subscription agreement entered into in connection
with the November 2001 capital infusion, an adjustment basket
relating to certain non-core operations was calculated during the
2003 fourth quarter for purposes of determining whether the
Company would be required to issue additional preference shares to
the investors as a purchase price adjustment. In February 2004,
the Company and the investors agreed that no purchase price
adjustment would be required pursuant to the calculation and,
accordingly, no additional preference shares will be issued to the
investors. In connection with the resolution of the adjustment
basket, the Company recorded expenses of $3.1 million in the 2003
fourth quarter.

In January 2004, the Securities and Exchange Commission declared
effective the Company's universal shelf registration. This
registration statement, which replaces the Company's previous
shelf registration statement with an unused portion of
approximately $309 million, will allow for the possible future
offer and sale by the Company of up to $500 million of various
types of securities, including unsecured debt securities,
preference shares, common shares, warrants, share purchase
contracts and units and depositary shares. In addition, the
registration statement will allow selling shareholders to resell
up to an aggregate of 9,892,594 common shares that they own (or
may acquire upon the conversion of outstanding preference shares
or warrants) in one or more offerings from time to time pursuant
to existing registration rights principally granted in connection
with the 2001 capital infusion. The Company will not receive any
proceeds from the shares offered by the selling shareholders.
Securities described in the registration statement may not be sold
nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This release is not an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

Arch Capital Group Ltd., a Bermuda-based company with over $1.9
billion in capital, provides insurance and reinsurance on a
worldwide basis through its wholly owned subsidiaries.

                      *    *    *

As reported in the Troubled Company Reporter's November 13, 2003
edition,  A.M. Best Co. has assigned indicative ratings of "bbb-"
to unsecured senior debt, "bb+" to subordinated debt, and "bb" to
preferred stock to Arch Capital Group Ltd.'s (Bermuda)
(NASDAQ:ACGL) recently filed $500 million universal shelf
offering. In addition, A.M. Best has assigned an indicative "bbb-"
unsecured senior debt rating to Arch Capital Group (U.S.) Inc.
(Delaware) which will be fully guaranteed by Arch. The outlook for
the ratings is stable.

The shelf offering allows Arch to periodically sell debt
securities, common stock, preferred stock and other securities,
with net proceeds to be used for general corporate purposes. A.M.
Best anticipates that proceeds from the offering will be used to
support additional growth and to reduce bank debt.

A.M. Best views favorably Arch's debt servicing capabilities with
cash flows supported by solid operations in the United States and
Bermuda. Operating results for the nine months ended September 30,
2003, have produced a combined ratio well below 100. Furthermore,
the group has maintained strong liquidity, enhanced by a high
quality investment portfolio, and excellent risk-adjusted
capitalization.

These strengths are partially offset by the aggressive
underwriting leverage position of Arch relative to other start-up
operations, rapid expansion into primary insurance business and
the overall long-tail casualty orientation of the group's book of
business relative to its short operating history.


ARMSTRONG: Wants to Assume WAVE Agreements for AWI Grid Products
----------------------------------------------------------------
Armstrong World Industries, Inc., seeks the Court's authority to
assume:

       (a) a support agreement between Worthington Armstrong
           Venture and AWI;

       (b) a supplemental agreement among Armstrong Ventures,
           Inc., Worthington Ventures, Inc., and AWI;

       (c) a trademark license agreement between AWI and WAVE;
           and

       (d) a sales representation agreement between AWI and
           WAVE.

AWI included the Trademark and License Agreement and the
Supplemental Agreement with WAVE as executory contracts to be
assumed pursuant to the Plan.  However, AWI inadvertently
neglected to list the Sales Representation Agreement and the
Support Agreement in the Plan exhibit.

                       The WAVE Agreements

On March 23, 1992, Armstrong Ventures, a wholly owned subsidiary
of AWI, and Worthington Ventures, a wholly owned subsidiary of
National Rolling Mills, signed an agreement to form WAVE as a
joint venture.  WAVE was formed to construct, equip and sell grid
and related items for suspended ceiling systems.

Concurrently with Armstrong Ventures' entry into the Joint Venture
Agreement, AWI signed the WAVE Agreements and a guarantee
agreement whereby AWI unconditionally guaranteed to National
Rolling Mills and Worthington Ventures the full and prompt payment
and performance of all financial obligations of Armstrong Ventures
arising under the Joint Venture Agreement and related agreements.

                 The Supplemental Agreement

Pursuant to the Supplemental Agreement, AWI and National Rolling
Mills agreed to make available to WAVE their current grid business
systems subject to certain terms and conditions.  The principal
terms of the Supplemental Agreement as it relates to AWI are:

       * Contribution of Current Grid Business: AWI and National
         Rolling Mills will contribute their current grid
         business systems to WAVE.

       * Cash Contribution: AWI will make available to Armstrong
         Ventures, and National Rolling Mills will make available
         to Worthington Ventures, funds that are required in
         connection with the capital contributions of Armstrong
         Ventures and Worthington Ventures pursuant to the Joint
         Venture Agreement.  AWI and National Rolling Mills have
         the option of making additional capital contributions
         to Armstrong Ventures and Worthington Ventures.

       * Retention of Certain Items: National Rolling Mills and
         AWI will retain certain items, which are not
         contributed to WAVE:

              (i) cash;

             (ii) accounts receivable;

            (iii) land and buildings, although WAVE may lease
                  properties from National Rolling Mills or AWI;
                  and

             (iv) existing liabilities, with the exception of
                  those relating to compliance with purchase
                  orders and sale orders that were contributed
                  to, and accepted by, WAVE.

       * Warranty: National Rolling Mills and AWI will retain
         the responsibility for any warranty claims made with
         respect to grid products sold by it before the
         effective date of the Joint Venture Agreement.  WAVE,
         however, is responsible for handling warranty claims
         provided that the party responsible for those claims
         reimburses WAVE for its out-of-pocket costs -- with
         the exception of employee salaries.

       * Environmental Liabilities: WAVE will assume
         responsibility for certain environmental liabilities
         caused by the operation of WAVE on or after the
         effective date of the Joint Venture Agreement and is
         obligated to indemnify, defend and hold harmless AWI
         and National Rolling Mills from all costs resulting
         from those liabilities.  National Rolling Mills and
         AWI, however, will retain the liability for any
         environmental impairment that may have existed before
         the Joint Venture Effective Date, as well as any
         environmental impairment that does not arise from the
         operation of WAVE.

       * Employees: The Supplemental Agreement contains the
         terms and treatment of AWI and National Rolling Mills
         employees that are selected to work for WAVE.

       * Sales: AWI's sales force will be responsible for the
         sale of the Grid Products, although WAVE may employ
         additional sales representatives as needed.

       * Agreement to Enter into Support Agreements: AWI and
         National Rolling Mills may enter into support
         Agreements pursuant to which each company will provide
         administrative, advertising and product development
         assistance to WAVE.

       * Armstrong Trademark: The Supplemental Agreement
         entitles WAVE to use the "Armstrong" name and trademark
         and provides that AWI will enter into a separate
         Trademark License Agreement that will govern the terms
         of that use.

       * Non-Competition: The parties agree that neither will
         compete with the other in respect of any grid business
         sales and that each will bring to the attention of WAVE
         any business opportunities specifically relating to
         grid systems.  Nothing in the Supplemental Agreement
         otherwise obligates the parties to bring any other
         business opportunities to the attention of WAVE.

                 The Trademark License Agreement

The Trademark License Agreement allows WAVE to use the "Armstrong"
trademark only in connection with the Grid Products.  The
principal
terms of the Trademark License Agreement are:

       * License: WAVE is granted a non-exclusive license to
         use the "Armstrong" trademark so long as the Grid
         Products are manufactured in accordance with the
         directions and specifications provided by AWI at
         certain specific times.

       * Inspection Duties: WAVE is obligated to provide AWI
         on a periodic basis:

              (i) copies of advertising materials in which the
                  "Armstrong" trademark is used by WAVE; and

             (ii) samples of products to be sold under the
                  "Armstrong" trademark.

       * Termination: The Trademark License Agreement will
         terminate in the event of the dissolution of WAVE or
         in the event that the interest of Armstrong Ventures
         in WAVE is transferred to a third party that is not
         affiliated with AWI.  Within six months after
         termination, WAVE is obligated to remove the
         "Armstrong" trademark from any and all WAVE products.  
         However, WAVE is entitled to finish selling any
         products that already bear the "Armstrong" trademark.

       * Ownership by AWI: AWI will retain all ownership
         interests in the "Armstrong" trademark.

                       The Guaranty

In accordance with the Plan, the Armstrong Guarantee will be
reinstated and otherwise treated as an Allowed Class 10 Subsidiary
Debt Guarantee Claim upon Plan confirmation.

                    The Support Agreement

AWI agrees to provide administrative, management and other support
to WAVE.  The principal terms of the Support Agreement are:

       * Services to be Provided: If requested by WAVE, AWI will
         assist in:

              (i) hiring and providing benefits to WAVE
                  personnel;

             (ii) arranging for desirable insurance coverage.
                  However, premiums and deductibles will be
                  paid by WAVE or will be prorated between the
                  parties if the insurance obtained also covers
                  AWI;

            (iii) providing cash management services; and

             (iv) providing administrative, advertising,
                  research and development and credit and
                  collection services.

       * Provision of Employees: The parties may agree to have
         AWI "lease" AWI employees to WAVE.  In the event AWI
         provides benefits services to WAVE, the parties will
         agree on a reasonable cost for AWI to be paid and
         reimbursed.  The employment and management of the
         employees are AWI's responsibility.  WAVE, however,
         has the entire proprietary right to the work performed
         by any personnel "leased" by AWI.  The Support
         Agreement distinguishes between "direct employees"
         -- those who are assigned on a full-time basis to
         WAVE -- and "indirect employees" -- those who work
         primarily for AWI, but who work for WAVE when the
         need arises.

       * Expenses: Subject to certain provisions in the Support
         Agreement, all expenses incurred by AWI in the
         performance of its obligations under the Support
         Agreement will be paid or reimbursed by WAVE.  Debts to
         third parties are the obligations of WAVE.  AWI is
         reimbursed for expenses associated with the direct
         employees, not for wages or benefits provided to
         indirect employees.  The Support Agreement also
         delineates a means of apportioning out-of-pocket
         expenses and other costs and allows the parties to
         renegotiate a different method of apportionment.

       * Indemnification: WAVE agrees to indemnify AWI for any
         act or omission of a direct employee arising in
         connection with WAVE's obligation.

       * Termination: The Support Agreement will terminate:

              (i) upon the dissolution of WAVE;

             (ii) in the event that neither AWI nor an
                  affiliate of AWI is a member of WAVE; or

            (iii) by mutual agreement of the parties.

         To the extent the parties terminate the agreement
         upon dissolution of WAVE or in the event that neither
         AWI nor its affiliate is a member of WAVE, AWI is
         obligated to provide services for a reasonable period
         not to exceed six months.

                  Sales Representation Agreement

AWI agrees to be WAVE's agent in connection with WAVE's sale of
the Grid Products.  The principal terms of the Sales
Representation Agreement are:

       * Duties: AWI will attempt to sell the Grid Products,
         employ salespersons as may be appropriate, and service
         the sales made on behalf of WAVE in the same manner
         that it services sales made on its behalf.  AWI
         agrees to make all reasonable efforts to obtain
         business for WAVE to the same extent it does for AWI
         exclusively.

       * Pricing: All pricing and terms of any agreement between
         WAVE and its customers will be under the exclusive
         control of WAVE.

       * Sales Fee: AWI will receive a fee for its services.  
         The fee is based on a fair and reasonable allocation of
         costs and expenses of the sales staff between AWI's
         business and WAVE's business.

       * Claims: AWI will report to WAVE any claims that it
         receives on account of its sale of the Grid Products.
         WAVE is responsible for handling the claims.

                     The WAVE Credit Facility

On October 13, 1999, WAVE entered into a Credit Agreement with
Bank One, NA, pursuant to which Bank One agreed to provide WAVE
with a term loan for $50 million.  The extension of credit by Bank
One to WAVE under the Credit Facility was subject to the existence
and continued effectiveness of the Joint Venture Agreement and
"other operative documents or Material Contracts" related to the
joint venture, including the WAVE Agreements.

Because the continued effectiveness of the WAVE Agreements is a
condition to the continued financing under the Credit Facility,
AWI's failure to assume each of the WAVE Agreements potentially
may create an event of default under the Credit Facility.  That
default, in turn, will likely trigger AWI's funding obligations
under the Armstrong Guarantee.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


ASTROPOWER: Evergreen Solar Objects to Pending Asset Sales
----------------------------------------------------------
Evergreen Solar, Inc. (Nasdaq: ESLR), a developer, marketer, and
manufacturer of photovoltaic (solar power) products for the
worldwide market, filed objections with the United States
Bankruptcy Court in Delaware regarding the pending sale of the
assets of AstroPower, Inc. Richard M. Feldt, President and Chief
Executive Officer of Evergreen Solar, said, "We have a potential
interest in acquiring selected assets of AstroPower that will
complement our String Ribbon technology. Although no decision has
been made whether to bid for any assets, we want to ensure that,
if we submit a bid, we will do so on a level playing field."

                  About Evergreen Solar, Inc.

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--  
develops, manufactures, and markets solar power products utilizing
the Company's patented solar power technologies. The products
provide reliable and environmentally clean electric power in
global markets. Solar power applications include wireless power
for remote homes, water pumping, lighting, and rural
electrification, as well as complete power systems for electric
utility customers choosing to generate their own environmentally
benign power.

Newark, Delaware-based AstroPower, Inc. -- http://astropower.com/
-- which produces the world's largest solar electric
(photovoltaic) cells and a full line of solar modules, filed for
Chapter 11 protection (Bankr. Del. Case No. 04-10322) on
February 1, 2004. Derek C. Abbott, Esq. of Morris, Nichols,
Arsht & Tunnell represents the Debtor in its restructuring
efforts. When it filed for bankruptcy protection, assets and debts
were estimated at more than $100 million.


AUBURN FOUNDRY: US Trustee Will Meet With Creditors on March 19
---------------------------------------------------------------
The United States Trustee will convene a meeting of Auburn
Foundry, Inc.'s creditors at 10:30 a.m. on March 19, 2004, in Room
1194 at 1300 South Harrison Street, Fort Wayne, Indiana 46802.
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 Auburn, Indiana, Auburn Foundry, Inc. --
http://www.auburnfoundry.com/-- produces iron castings for the  
automotive industry and automotive aftermarket industry.  The
Company filed for chapter 11 protection on February 8, 2004
(Bankr. N.D. Ind. Case No. 04-10427).  John R. Burns (DM), Esq.,
and Mark A. Werling (TW), Esq., at Baker & Daniels represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


AURORA FOODS: Court Confirms First Amended Chapter 11 Plan
----------------------------------------------------------
Aurora Foods, Inc., and its subsidiary, Sea Coast Foods, Inc.,
step Judge Walrath through the 13 statutory requirements under
Section 1129(a) of the Bankruptcy Code necessary to confirm their
First Amended Plan of Reorganization:

A. Section 1129(a)(1) of the Bankruptcy Code requires that a plan
   comply with the "applicable provisions" of the Bankruptcy
   Code.  The legislative history of Section 1129(a)(1) of the
   Bankruptcy Code indicates that a principal objective of this
   provision is to assure compliance with the sections of the
   Bankruptcy Code governing the classification of claims and
   interests and the contents of the plan.  This section is
   satisfied because the Debtors' Plan complies with all the
   applicable Bankruptcy Code provisions:

   (1) The Plan properly designates eight classes of Claims and
       Interests as required by Sections 1123(a)(1) and 1122;

   (2) The Plan identifies the Unimpaired Classes as required by
       Section 1123(a)(2) and sets forth the treatment of each
       Impaired Class as required by Section 1123(a)(3);

   (3) The Plan provides equal treatment within the Classes
       pursuant to Section 1123(a)(4);

   (4) The Plan satisfies Section 1123(a)(5) by setting forth the
       primary provisions necessary to implement the Plan;

   (5) The Plan includes Charter Provisions as required by
       Section 1123(a)(6); and

   (6) The Plan's provisions with respect to the manner of
       selection of any director, officer, or trustee, or any
       successor of the Debtors is "consistent with the interests
       of creditors and equity security holders and with public
       policy" as required by Section 1123(a)(7).

B. Section 1129(a)(2) of the Bankruptcy Code requires that the
   plan proponents comply with the applicable Bankruptcy Code
   provisions.  The legislative history and cases discussing
   Section 1129(a)(2) indicate that the purpose of the provision
   is to ensure that the plan proponents comply with the
   disclosure and solicitation requirements of Sections 1125 and
   1126.  The Debtors comply with the applicable provisions of
   the Bankruptcy Code, the Bankruptcy Rules, and the
   Solicitation Procedures Order, thereby satisfying Section
   1129(a)(2).

C. The Debtors proposed the Plan in good faith and not by any
   means forbidden by law, thereby satisfying Section 1129(a)(3).  
   The Court examined the totality of the circumstances
   surrounding the formulation of the Plan.  The Debtors filed
   the Chapter 11 Cases and proposed the Plan with legitimate and
   honest purposes, including:

   (1) the reorganization of the Debtors' businesses;

   (2) the preservation and maximization of the Debtors'
       business enterprise value through a rapid, efficient
       reorganization under Chapter 11;

   (3) the restructuring of the Debtors' capital structure;

   (4) the maximization of the recovery to Holders of Claims
       under the circumstances of the Chapter 11 Cases; and

   (5) preserving jobs of the Debtors' employees in connection
       with the Debtors' continuing operations.

   The Plan is the culmination of the Debtors' reorganization
   efforts.  It provides a mechanism for preserving the going
   concern value of the Debtors' business enterprise through
   prompt emergence from Chapter 11, through preserving creditor
   and customer relationships by not impairing ongoing trade
   creditors, and through distributions to bondholders well in
   excess of likely liquidation values.  The Plan resulted from
   extensive arm's-length negotiations among the Debtors, the
   Prepetition Lenders, the New Equity Investors, and the
   Noteholders' Committee.  

D. Section 1129(a)(4) requires that the Debtors will not make any
   payments "for services or for costs and expenses in or in
   connection with the case, or in connection with the plan and    
   incident to the case," unless the payments either have been
   approved by the Bankruptcy Court as reasonable or are subject
   to approval of the Bankruptcy Court as reasonable.  The Plan
   provides that all payments made or to be made by the
   Debtors or by a person issuing securities or acquiring
   property under the Plan, for services or for costs and
   expenses in or in connection with the Chapter 11 Cases, or
   with the Plan and incident to the Chapter 11 Cases, has been
   approved by, or is subject to the approval of the Bankruptcy
   Court, as reasonable.

E. The Debtors comply with Section 1129(a)(5) which requires
   the plan proponents to disclose the identity of certain
   individuals who will hold positions with the debtor or its
   successor after plan confirmation.  The identity and
   affiliations of the individuals nominated by JPMorgan
   Partners LLC, J.W. Childs Equity Partners LP, and the
   Bondholder Trust to serve as the initial managers of Crunch
   Equity Holding LLC after the Effective Date, which individuals
   will also serve as the initial directors of each Reorganized
   Debtor and Holding, were disclosed before or at the
   Confirmation Hearing.  The officers of Pinnacle Foods
   Corporation as of the Effective Date will serve as the initial
   officers of Reorganized Aurora and the identity of the
   officers was disclosed, as well as the identity and
   affiliations of the persons proposed to serve as the
   Bondholder Trust Trustees.  The appointment of the Persons to
   the offices is consistent with the interests of Claim and
   Interest Holders and with public policy.

F. Section 1129(a)(6) permits confirmation only if any regulatory
   commission that will have jurisdiction over the debtor after
   confirmation has approved any rate change provided for in the
   plan.  The Plan does not provide for any rate change that
   requires regulatory approval.  Section 1129(a)(6) is,
   therefore, not applicable.

G. The "best interests" test of Section 1129(a)(7) requires that
   holders of impaired claims or interests who do not vote to
   accept the plan "receive or retain under the plan on account
   of such claim or interest property of a value, as of the
   effective date of the plan, that is not less than the amount
   that such holder would so receive or retain if the debtor were
   liquidated under Chapter 7 [of the Bankruptcy Code] on such
   date."  If the Bankruptcy Court finds that each non-consenting
   member of an impaired class would receive at least as much
   under the Plan as it would receive in a Chapter 7 liquidation,
   the Plan satisfies the best interests test.

   The Debtors' liquidation analysis provides that the members of
   all Impaired classes will receive at least as much under the
   Plan as they would in a Chapter 7 liquidation.  The
   Liquidation Analysis estimates that the Holders of Class 6 Sub
   Debt Claims would receive a recovery estimated at a high of
   8.7% or a low of 0% in a liquidation.

   Under the Plan, the Holders of Class 6 Sub Debt Claims are
   estimated to receive 46.2% recovery if they elect to receive
   Cash, and 45.4% recovery if they make the Equity Election
   without participating in the subscription offerings, subject
   to adjustments as described in the Disclosure Statement.  The
   other two Impaired classes under the Plan -- Class 7
   Subordinated Claims and Class 8 Old Equity Interests -- have
   no recovery either under the Plan or in a liquidation.
   In this light, the Plan satisfies the "best interests" test
   because no impaired, non-consenting class member will receive
   less under the Plan than it would in a Chapter 7 liquidation.

H. Section 1129(a)(8) requires that each class of claims or
   interests must either accept a plan or be unimpaired under a
   plan.  Pursuant to Section 1126(c), a class of impaired claims
   accepts a plan if the holders of at least two-thirds in dollar
   amount and more than one-half in number of the claims in that
   class actually vote to accept the plan.  Pursuant to Section
   1126(d), a class of interests accepts a plan if holders of at
   least two-thirds in amount of the allowed interests in that
   class that actually vote to accept the plan.  The only class
   entitled to vote on the Debtors' Plan -- Class 6 Sub Debt
   Claims -- voted overwhelmingly to accept the Plan.  Over 99.1%
   of Sub Debt Holders, which is 95.66% in amount, who voted,
   have agreed to accept the Plan.  Only two votes rejected the
   Plan.

I. The treatment of Administrative Claims and Priority Tax Claims
   under Section 3.1 of the Debtors' Plan satisfies the
   requirements of Section 1129(a)(9).

J. If a plan has one or more impaired classes of claims, Section
   1129(a)(10) requires at least one class vote to accept the
   plan, determined without including any acceptance of the plan
   by any insider.  Class 6 is the Impaired class that voted to
   accept the Plan, and no votes cast by any "insiders" is
   included in the vote tabulation of that class.  Thus, Section
   1129(a)(10) has been satisfied.

K. Section 1129(a)(11) provides that a plan may be confirmed only
   if "[c]onfirmation of the plan is not likely to be followed by
   the liquidation, or the need for further financial
   reorganization, of the debtor or any successor to the debtor
   under the plan, unless such liquidation or reorganization is
   proposed in the plan."

   To satisfy Section 1129(a)(11), the Debtors need not warrant,
   or prove to a mathematical certainty, the future success of
   the Plan.  Rather, a plan is feasible and should be confirmed
   if it "offers a reasonably workable prospect of success and is
   not a visionary scheme."

   The Debtors' Financial Projections and other evidences
   proffered or adduced at the Confirmation Hearing in support of
   the Plan confirmation with respect to feasibility:

      (1) are persuasive and credible;
      
      (2) are not controverted by other evidence; and

      (3) establish that the Plan confirmation is not likely
          to be followed by the liquidation, or the need for
          further financial reorganization, of the Reorganized
          Debtors.

   The Plan is feasible since the Reorganized Debtors will have
   adequate capital to meet their ongoing obligations and will be
   under the control of competent management.  There is a
   reasonable probability that the provisions of the Plan will be
   performed.  The Debtors believe that, with a significantly
   deleveraged capital structure, their businesses will be able
   to return to viability.  The decrease in the amount of debt
   on the Debtors' balance sheet will substantially improve the
   Debtors' cash flow and reduce their interest expense.  The
   Plan presents a workable scheme for reorganization and
   operation, and there is a reasonable probability that the
   provisions of the Plan will be performed.  

   Pinnacle has entered into a new term loan facility for
   $425,000,000 and will complete an offering of securities in
   the gross principal amount of $194,000,000.  The proceeds of
   the loan facility and offering, pending completion of its
   merger with the Debtors, will be used to satisfy the cash
   obligations under the Plan.  Based on these factors, the Plan
   is feasible, and satisfies Section 1129(a)(11).

L. All fees payable under 28 U.S.C. Section 1930 are paid or will
   be paid on or before the Plan Effective Date, thus, complying
   with Section 1129(a)(12).

M. Section 1129(a)(13) requires the continuation of retiree
   benefits for the duration of the period that the debtor has
   obligated itself to provide the benefits.  The Plan provides,
   in accordance with Section 1129(a)(13), that to the extent
   that the Debtors are obligated to pay any "retiree benefits"
   as defined in Section 1114(a), the obligations will be deemed
   executory and will be assumed by the Debtors.

Finding that it complies with the statutory requirements, Judge
Walrath confirmed the Debtors' Plan on February 17, 2004.  Judge
Walrath authorized the Debtors to merge with Pinnacle.  To the
extent not resolved or withdrawn, Judge Walrath overrules all
objections to the confirmation of the Plan.

Aurora's Chief Restructuring Officer Ronald B. Hutchinson
believes that Aurora will complete the merger transaction by
March 12, 2004, Bloomberg News reports.  Pinnacle Chief Executive
Officer C. Dean Metropoulos vows to boost sales of the combined
company by increasing spending on marketing. (Aurora Foods
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)   


BANC OF AMERICA: Fitch Affirms Two Note Ratings at Lower-B Level
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Banc of
America Funding Corporation, Mortgage Pass-Through Certificates:
Banc of America Funding Corporation, Mortgage Pass-Through
Certificates, Series 2002-1

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

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


BEATON HOLDING: Brings-In Belin Lamson as Bankruptcy Counsel
------------------------------------------------------------
Beaton Holding Company, LC, along with its debtor-affiliates,
seeks approval from the U.S. Bankruptcy Court for the Northern
District of Iowa to employ Belin Lamson McCormick Zumbach Flynn,
PC as their bankruptcy counsel.

The Debtors desire to retain Belin Lamson because of the Firm's
extensive experience and knowledge in matters of this nature and
business reorganizations under chapter 11 of the Bankruptcy Code.

Belin Lamson will:

     a. provide legal advice with respect to their powers and
        duties as debtors in possession in the continued
        operation of their businesses and management of their
        properties;

     b. prepare and pursue confirmation of a plan and approval
        of a disclosure statement;

     c. prepare on behalf of the Debtors necessary
        applications, motions, answers, orders, reports and
        other legal papers;

     d. appear in Court and to protect the interests of the
        Debtors before this Court;

     e. perform all other legal services for the Debtors which
        may be necessary and proper in these proceedings;

     f. advise the Debtors concerning and assisting in the      
        negotiation and documentation of financing agreements,
        cash collateral orders and related transactions;

     g. investigate into the nature and validity of liens
        asserted against the property of the Debtors, and
        advising the Debtors concerning the enforceability of
        said liens;

     h. investigate and advising the Debtors concerning and
        taking such action as may be necessary to collect income
        and assets in accordance with applicable law, and
        recover property for the benefit of the Debtors' estate;
        and

     i. advise the Debtors concerning and preparing responses to
        applications, motions, pleadings, notices and other
        documents which may be filed and served herein.

Belin Lamson will bill the Debtors on an hourly basis:

          attorneys            $175 to $275 per hour
          paralegals           $90 per hour

The professionals who will be primarily responsible in this
engagement are:
          
          Professional          Billing Rate
          ------------          ------------
          Thomas L. Flynn       $275 per hour
          Matthew T. Cronin     $175 per hour
          Cathy Lewis           $90 per hour

Headquartered in Cedar Rapids, Iowa, Beaton Holding Company, L.C.,
a restaurant owner, filed for chapter 11 protection on
February 10, 2004 (Bankr. N.D. Iowa Case No. 04-00387).  Thomas
Flynn, Esq., at Belin Lamson McCormick Zumbach Flynn represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


BROADBAND WIRELESS: Settles Last Pending Bankruptcy Claim
---------------------------------------------------------
Broadband Wireless International Corporation (OTC Bulletin Board:
BBAN) announced that a definitive settlement agreement has been
reached on the last pending claim before the United States
Bankruptcy Court for the Western District of Oklahoma in the
Chapter 11 styled case, Broadband Wireless International
Corporation, Case Number BK-01-23160-BH: (Broadband Wireless
International Corporation vs. William R. Miertschin, Adv. No.02-
1204-BH, filed August 30, 2002, by Broadband).

Mr. Paul R. Harris CEO stated, "The only process left is the final
document completion and signatures, I would again like to thank
the firm of Kline, Kline, Elliott, Castleberry and Bryant P.C. for
carrying BBAN thru troubled times."

Broadband Wireless International Corporation is becoming a
diversified holdings company and is moving into a wide variety of
investments that are intended to generate positive cash flow for
the corporation and dividends for the shareholders. The company
currently holds interests in the timber and music industries.


CABLE & WIRELESS: SAVVIS Closes on Funding for Asset Acquisition
----------------------------------------------------------------
SAVVIS Communications Corporation (NASDAQ: SVVS), a leading global
managed IP and hosting services provider, closed on subordinated
debt financing of $200 million, and a sale lease-back of
properties with DuPont Fabros for an additional $52 million, which
it will use to acquire and operate the assets of Cable & Wireless
USA, Inc. and Cable & Wireless Internet Services, Inc. (together
with certain of their subsidiaries, "Cable & Wireless America" or
"CWA").

SAVVIS stated that it has placed $150 million of the proceeds from
these financings, representing the purchase price less the
previously delivered deposit, into escrow and undertaken
management of CWA assets pending final regulatory approvals.
SAVVIS expects to obtain these approvals and complete the asset
purchase transaction in early March.

"The $252 million in funding we have arranged provides SAVVIS with
approximately $100 million in working capital to successfully
integrate the companies and continue to provide outstanding
service to the CWA customer base," said Rob McCormick, Chairman
and Chief Executive Officer of SAVVIS. "SAVVIS is also very
excited about adding Oak Hill Special Opportunities Fund and
DuPont Fabros to our financing group, further demonstrating
continued support of SAVVIS' virtualized utility platform, which
is delivering high value managed services with industry leading
reliability."

As previously announced, SAVVIS submitted the winning bid on
January 22, 2004 at an auction for the assets of CWA, wholly-owned
subsidiaries of Cable and Wireless plc (NYSE: CWP; LSE: CW), after
CWA filed for protection under Chapter 11 of the U.S. Bankruptcy
Code in December of 2003.

                   Terms of Financing

The funding consists of a $200 million debt financing from
existing shareholders Welsh, Carson, Anderson & Stowe and
Constellation Ventures, a Bear Stearns asset management fund, now
joined by a group led by Oak Hill Special Opportunities Fund, and
the sale-leaseback of five CWA properties for $52 million. The
Financing Parties provided subordinated debt, which mature five
years from the date of initial funding and are subject to
redemption by SAVVIS during the first 360 days after the initial
funding in an amount equal to the Notes' accreted value. During
this 360 day period, the Notes will bear interest at 12.5%,
payable semi-annually in kind. After this period, interest will
increase to 15%, payable semi-annually in kind. The Notes are
redeemable at 101% after the fourth anniversary of the initial
funding. In conjunction with this financing, SAVVIS has issued
warrants to the Financing Parties to purchase participating
preferred shares that will be automatically converted to
approximately 129.4 million shares of SAVVIS common stock, at
$1.63 per-common share, upon receipt of SAVVIS shareholder
approval. The Financing Parties have exercised the warrants.

Pursuant to the sale-leaseback transaction with DuPont Fabros,
SAVVIS has sold its rights to acquire four of the CWA data centers
and one office facility for $52 million, and will leaseback those
facilities for 15 years. With the consummation of the issuance of
the Notes and the sale-leaseback transaction, SAVVIS has secured
over $252 million in new cash to finance CWA related acquisition
activities, including funding ongoing capital expenditures and
working capital needs associated with the newly acquired assets. .

"We believe SAVVIS' business model and value added services will
enable it to continue to excel in the evolving telecommunications
industry," said Glenn R. August, Managing Partner of Oak Hill
Special Opportunities Fund. "The addition of the Cable & Wireless
network and hosting assets drives SAVVIS to an even larger scale
and establishes it as a leading provider of managed IP
communications and computing services. We are pleased to enter
into this transaction with SAVVIS."

The Cable & Wireless America assets SAVVIS is acquiring feature a
Tier 1 IP network, 15 data centers, comprehensive consulting
services, and a substantial Fortune 500 customer base. The
acquired assets will add over 3,000 customers and the combined
entity is currently projected to have annualized revenues of
approximately $700 million by year-end 2004. The company currently
projects that substantial infrastructure and operating synergies
could be generated by this acquisition through the optimization of
the combined network and hosting operations and the elimination of
duplicate staff functions.

SAVVIS Communications (NASDAQ: SVVS) is a leading Managed Services
Provider that delivers private IP VPNs (virtual private networks),
hosting, IP voice and application services to businesses. SAVVIS
solutions are designed for industries with demanding IP
requirements, including legal, media, retail, professional
services, healthcare, manufacturing, and financial services. With
its recent acquisition of the commercial business of WAM!NET, the
company now delivers fully managed media services that enable
organizations to share, collaborate, store and manage content with
their partners and clients, and accelerate their workflows in the
process.

Cable & Wireless USA, Inc., along with its debtor-affiliates, is a
provider of Internet access services, Internet backbone services,
domain name registration services, web page design services,
Internet hosting services, and telecommunications-related
services. The company filed for Chapter 11 relief on
December 8, 2003, (Bankr. Del. Case No. 03-13711). Curtis A. Hehn,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub, and Jonathan P. Friedland, Esq., and Bennett L.
Spiegel, Esq., at Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they disclosed estimated assets and debts
of:

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Cable & Wireless USA, Inc.   $50M to $100M       more than $100M
Cable & Wireless USA of      $0 to $50,000       $0 to $50,000
Virginia, Inc.
Cable & Wireless Internet    more than $100M     more than $100M
Services, Inc.
Exodus Communications Real   $0 to $50,000       $50M to $100M
Property I, LLC
Exodus Communications Real   $10M to $50M        $50M to $100M
Property Managers I, LLC
Exodus Communications Real   $0 to $50,000       $50M to $100M
Property I, LP.
                   
On December 22, 2003, Cable & Wireless USA, Inc., and its debtor-
affiliates filed a Disclosure Statement explaining its Chapter 11
Plan of Reorganization with the U.S. Bankruptcy Court for the
District of Delaware.  The Honorable Charles G. Case II will
convene a hearing to consider approval of the Disclosure Statement
today, February 19, 2004, at 9:30 a.m. Eastern Standard Time.


CARMIKE CINEMAS: Successful Refinancing Prompts S&P's B Rating
--------------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit
rating on Carmike Cinemas Inc. to 'B' from 'CCC+'. At the same
time, Standard & Poor's removed its ratings on the company from
CreditWatch. The outlook is stable. Pro forma for these
transactions, the Columbus, Georgia-based movie exhibitor has
about $300 million in debt.

The rating actions follow the company's successful common stock
offering and debt refinancing. Carmike's new debt structure
(following the full redemption of the old subordinated notes)
lowers debt and debt-like payables about 28% and improves its
leverage and coverage ratios somewhat, although lease-adjusted
credit measures reflect less progress. "The recapitalization also
alleviates financial pressure by deferring debt maturities that
were somewhat high relative to the company's cash flow and were
gradually increasing," said Standard & Poor's credit analyst Steve
Wilkinson. "In addition, the new loan gives Carmike a little more
flexibility to upgrade and expand its circuit, which remains
somewhat less modern than other large exhibitors," Mr. Wilkinson
added.

The ratings reflect Carmike's still aggressive, albeit improved,
financial profile, the need for additional theater upgrades to
maintain its solid competitive position, and the mature and highly
competitive nature of the industry. The ratings also consider
Carmike's good positions in its small markets and decent margins.


CB RICHARD ELLIS: S&P Revises Low-B Rating's Outlook to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on CB
Richard Ellis Services Inc. (B+/--) to positive from stable. This
action was taken in response to the company's announcement of
plans to raise capital in an initial public common stock
offering. The company plans to use a portion of the proceeds to
redeem debt.

"While this is a positive move for the company's credit, the
details of the final transaction remain to be determined," said
Standard & Poor's credit analyst Robert B. Hoban, Jr. Standard &
Poor's will review the final specifics of the transaction when
they become available.

Current ratings reflect CB Richard Ellis Services Inc.'s
profitability and debt service coverage being dependent on
cyclical sales and leasing transaction volume. CB Richard Ellis'
businesses are not capital intensive, but substantial acquisition
and transaction-related goodwill had left it with a considerable
debt burden and negative tangible equity.

Los Angeles, California-based CB Richard Ellis is a recognized
leader in the commercial real estate sales and services industry,
with 2003 revenue of approximately $1.3 billion. The company is
the largest commercial real estate services company in the U.S.
and has a strong business position in U.S. and European sales and
leasing, property management, loan brokerage, and investment
advising.


CB RICHARD: Files SEC Statement for IPO of Common Shares
--------------------------------------------------------
CB Richard Ellis Group, Inc. filed a registration statement with
the Securities and Exchange Commission for an initial public
offering of its common stock.

CB Richard Ellis Group, Inc. is the parent company of CB Richard
Ellis Services, Inc., the world's largest commercial real estate
services firm in terms of 2002 revenue, with 220 offices in 48
countries worldwide.

The IPO is expected to consist of newly issued shares being
offered by the Company and secondary shares offered by affiliates
of Blum Capital Partners, L.P. and other selling stockholders. In
addition, the Company expects that the selling stockholders will
grant the underwriters an option to purchase from them additional
common stock to cover over-allotments, if any.

The offering is being made through an underwriting syndicate led
by Credit Suisse First Boston LLC and Citigroup Global Markets
Inc., which will act as joint book-running managers. When
available, a copy of the prospectus relating to the offering may
be obtained by contacting:

                      Credit Suisse First Boston
                         Eleven Madison Avenue
                        New York, NY 10010-3629
                      Attn: Prospectus Department

                       Citigroup Global Markets
                        Brooklyn Army Terminal
                            140 58th Street
                          Brooklyn, NY 11220
                      Attn: Prospectus Department

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold, nor may
offers to buy be accepted, prior to the time the registration
statement becomes effective. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.

Headquartered in Los Angeles, CB Richard Ellis (S&P, B+ Rating,
Positive Outlook) is the world's largest commercial real estate
services firm in terms of 2002 revenues. With approximately 13,500
employees, the company serves real estate owners, investors and
occupiers through 220 principal offices worldwide.  


CHIQUITA BRANDS: Fourth Quarter 2003 Results Enter Positive Zone
----------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) reported fourth-
quarter net income of $8 million, or $0.19 per share. The company
had a net loss of $26 million, or $0.66 per share, in the year-ago
quarter.

    QUARTERLY FINANCIAL HIGHLIGHTS

     * Net sales for the quarter were $686 million, up $323
       million from the fourth quarter of 2002.  Atlanta AG, a
       German fresh produce distributor acquired in March 2003,
       accounted for $260 million of the increase.  The remainder
       resulted from increased sales volume of bananas,
       pineapples, avocados and melons, and favorable European
       exchange rates.

     * Operating income from continuing operations in the fourth
       quarter of 2003 was $19 million, compared to an operating
       loss in the year-ago period of $13 million pro forma,
       adjusted for the change in cost accounting made at the
       beginning of 2003.

     * Operating income in the fourth quarter of 2003 includes the
       following items:

       - $11 million of gains, primarily from the sale of a Miami
         facility ($3 million), and the previously announced sale
         of an investment in Mundimar Ltd., a Honduran palm-oil
         joint venture ($7 million).
       - $6 million of charges, primarily related to Atlanta's
         restructuring costs. The 2002 fourth-quarter operating
         loss included $21 million of charges from: restructuring
         at Atlanta ($12 million); flooding in Costa Rica and
         Panama ($5 million); and severance associated with
         company cost- reduction programs ($4 million).

     * Net income in the 2003 fourth quarter includes a $2 million
       loss, or $0.06 per share, from discontinued operations,
       primarily from the sale of several Atlanta subsidiaries.  
       The 2002 fourth-quarter net loss included income of $14
       million, or $0.34 per share, from discontinued operations,
       primarily a $10 million gain on the sale of Castellini, a
       U.S. wholesale produce distribution business.

"Chiquita had its best fourth quarter in five years as the company
continued to cut costs and benefit from a strong euro," said
Fernando Aguirre, president and chief executive of the company.
"We also progressed against our goals, reducing debt by $42
million during the quarter, and divesting additional non-core
assets."

"We are continuing the execution of a successful turnaround plan,
and I am excited by the opportunity to lead the next phase of the
transformation of Chiquita into a much more consumer- and
marketing-centric organization," said Aguirre, who joined the
company Jan. 12, 2004.

                     QUARTERLY SEGMENT RESULTS

(All comparisons below are to the fourth quarter of 2002, unless
otherwise specified.)

Bananas

Fourth-quarter 2003 net sales for the company's banana segment,
which includes bananas marketed by Atlanta, rose 25 percent to
$399 million. Approximately half of the increase resulted from the
acquisition of Atlanta.

Fourth-quarter operating income for the company's banana segment
was $22 million, compared to an operating loss of $2 million last
year on a pro forma basis after adjusting for the accounting
change. (The historical operating loss for the segment in the 2002
fourth quarter, not adjusted for the accounting change, was $19
million.)

    The improvements in 2003 banana operating results were
primarily due to:

     * $10 million net European pricing and currency benefit,
       comprised of a $16 million net increase from currency,
       partially offset by $6 million in lower local European
       pricing. (The $16 million net increase from currency
       consists of a $30 million increase in revenue from the
       stronger euro, less $6 million in increased local costs, $6
       million of increased hedging costs, and $2 million from
       lower balance sheet translation gains.);
     * $3 million of lower operating costs, which consists of $14
       million of lower production and logistics costs, mostly
       offset by higher personnel costs related to incentive
       compensation;
     * $3 million improvement in the Asian operations;
     * $3 million gain on the sale of a Miami facility in the 2003
       fourth quarter; and
     * $10 million less in charges versus the 2002 fourth quarter,
       when the company incurred charges related to flooding in
       Costa Rica and Panama ($5 million in 2002 fourth quarter),
       had higher Atlanta restructuring costs ($4 million in the
       2002 fourth quarter vs. $2 million in 2003 fourth quarter),
       and higher severance costs. The favorable items above were
       partially offset by:
     * $2 million of higher costs associated with purchased fruit,
       fuel and paper; and
     * $2 million adverse effect of North American banana pricing.

Other Fresh Produce

The company's other fresh produce segment includes the marketing
and distribution of fresh fruits and vegetables other than
bananas. Chiquita generally sources these products from
independent growers. The segment also includes Chiquita's new
fresh cut fruit business.

Fourth-quarter 2003 net sales for other fresh produce were $274
million, compared to $32 million in the 2002 fourth quarter.
Approximately 90 percent of the increase was due to the
acquisition of Atlanta.

The fourth-quarter 2003 operating loss for the other fresh produce
segment was $9 million, compared to an $11 million operating loss
in the fourth quarter of 2002.

The 2003 fourth-quarter operating loss includes: $3 million of
charges related to restructuring at Atlanta and $3 million of
losses associated with the start-up of the company's fresh cut
fruit business and its first plant near Chicago.

The 2002 fourth-quarter operating loss included $8 million of
charges, primarily related to severance and asset write-downs at
Atlanta.

                        FULL YEAR 2003

Net sales for 2003 were $2.6 billion, compared to $1.6 billion in
2002. Approximately 80% of the increase is due to the acquisition
of Atlanta, which was completed in late March. Atlanta was fully
consolidated for only three quarters in 2003.

Net income for the full year 2003 was $99 million, or $2.46 per
share. The company's 2002 results consisted of: (1) a first-
quarter net loss of $398 million, which included $286 million of
charges related to the company's emergence from bankruptcy and
implementation of fresh start accounting, and a charge of $145
million for a change in the method of accounting for goodwill; and
(2) net income of $13 million, or $0.33 per share, for the nine
months ended Dec. 31, 2002.

Operating income for 2003 was $140 million, compared to $41
million in the first quarter of 2002, prior to the company's
emergence from bankruptcy, and $26 million for the nine months
ended Dec. 31, 2002.

Operating income for 2003 includes $41 million of net gains on
asset sales, primarily from the Armuelles, Panama banana division
and several equity method investment joint-ventures, and $25
million of charges related to severance, asset write-downs,
closure of branches at Atlanta and closure of banana farms.

Operating income in 2002 included $21 million of charges, which
resulted from restructuring at Atlanta ($12 million); flooding in
Costa Rica and Panama ($5 million); and severance associated with
company cost-reduction programs ($4 million).

Net income for the full year of 2003 includes $3 million, $0.08
per share, from discontinued operations, which includes a $9
million gain on the sale of CPF, the company's vegetable canning
business. The 2002 results include the following from discontinued
operations: a $64 million charge related to the financial
restructuring in the first quarter; and $20 million of income, or
$0.50 per share, in the nine months ended Dec. 31, 2002, including
a $10 million gain on the sale of Castellini.

                   FULL YEAR SEGMENT RESULTS

(All comparisons below are to the full year 2002, unless otherwise
specified.)

Bananas

Full year 2003 net sales for the company's banana segment were
$1.6 billion, up from $1.3 billion in 2002.

Full year 2003 operating income for the company's banana segment
was $133 million. Banana segment 2002 operating income consisted
of the following: $38 million in the first quarter, prior to
Chiquita's emergence from bankruptcy, and $43 million for the nine
months ended Dec. 31, 2002.

The $52 million improvement in 2003 operating income compared to
2002 was primarily due to the following favorable items:

     * $51 million from lower production, logistics and
       advertising costs;
     * $21 million gain on the sale of the Armuelles banana
       production division;
     * $6 million net European pricing and currency benefit,
       comprised of a $77 million net benefit from currency,
       offset by $71 million in lower local pricing in core
       Europe, Eastern Europe, and the Mediterranean. (The $77
       million net increase from currency consists of a $136
       million increase in revenue from the stronger euro, less
       $19 million in increased local costs, $30 million of
       increased hedging costs, and $10 million from lower balance
       sheet translation gains.);
     * $6 million from increased banana volume in Europe and North
       America;
     * $8 million in lower depreciation expense, primarily related
       to reductions in asset values recorded in conjunction with
       the company's emergence from bankruptcy in March 2002; and
     * $5 million of charges incurred in 2002 related to flooding
       in Costa Rica and Panama. These favorable items were
       partially offset by:
     * $25 million of higher costs associated with purchased
       fruit, fuel and paper;
     * $11 million of higher personnel costs related to incentive
       compensation;
     * $4 million increase in costs, primarily severance,
       associated with the company's cost-reduction programs; and
     * $5 million adverse effect of North American banana pricing.

                      Other Fresh Produce

Full year 2003 net sales for the company's other fresh produce
segment were $979 million, compared to $206 million in 2002. The
acquisition of Atlanta accounted for approximately 90 percent of
the increase.

The full year 2003 operating loss for the company's other fresh
produce segment was $4 million. The other fresh produce segment
operating loss for 2002 consisted of $2 million of operating
income in the first quarter, and a $21 million operating loss for
the nine months ended Dec. 31, 2002.

The $15 million increase in 2003 operating results compared to
2002 was primarily due to the following favorable items:

     * $11 million from improvements and consolidation of Atlanta
       and increased pineapple and grape sales; and

     * $8 million of gains associated with the sale of shares of
       Chiquita Brands South Pacific and other equity method
       investments. These favorable items were partially offset
       by:

     * $4 million increase in Atlanta restructuring charges.

                         ASSET SALES

In 2003, Chiquita sold assets for proceeds totaling approximately
$270 million, including cash, stock and debt assumed by buyers.
The assets sold in 2003 include: Chiquita Processed Foods for over
$200 million in cash, stock and debt assumed by the buyer;
Progressive Produce; and several equity method investment joint
ventures and port operations.

                       COST REDUCTIONS

In late 2002, Chiquita initiated a series of global performance-
improvement programs to reduce costs over three years. The company
anticipated that its gross cost reductions would be partially
offset by implementation expenses, such as severance, and possible
cost increases affecting the industry.

For 2003, the company realized gross cost reductions of $51
million.

The 2003 gross cost reductions were largely offset by: $25 million
of increased purchased fruit, fuel and paper costs; $8 million of
implementation expenses associated with cost reduction programs,
excluding restructuring at Atlanta; and $11 million of increased
personnel costs from higher incentive compensation.

                           DEBT

In September 2002, the company set a goal of reducing total debt
to $400 million by the end of 2005, and achieved it in 2003, two
years ahead of schedule. As of Dec. 31, 2003, the company had $395
million of total debt and $134 million of cash on its balance
sheet. Details on debt reduction for the fourth quarter and the
year can be found in Exhibit D.

Chiquita Brands International (S&P, B Corporate Credit Rating,
Positive) is a leading international marketer, producer and
distributor of high-quality fresh and processed foods. The
company's Chiquita Fresh division is one of the largest banana
producers in the world and a major supplier of bananas in North
America and Europe. Sold primarily under the premium Chiquita(R)
brand, the company also distributes and markets a variety of other
fresh fruits and vegetables.  Additional information is available
at http://www.chiquita.com/


CITATION CORP: S&P Raises Default-Level Corp. Credit Rating to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Citation Corp. to 'B-' from 'SD' and removed its senior
secured bank loan rating from CreditWatch, where it was placed on
Jan. 13, 2004. At the same time, Standard & Poor's affirmed its
'B-' bank loan rating and assigned its recovery rating of '3' to
the bank facility, indicating the likelihood of meaningful
(50%-80%) recovery of principal by senior lenders in the event of
a default.

As of Dec. 15, 2003, the Birmingham, Alabama-based casting company
had total debt (including the present value of operating leases)
of about $302 million. The rating outlook is negative.

"Citation's debt leverage is still high, despite a financial
restructuring that effectively reduced the company's debt burden
by $136 million," said Standard & Poor's credit analyst Heather
Henyon. "We considered the restructuring tantamount to a default.

Citation is a leading supplier of automaker and industrial parts
and components. The casting industry is fragmented, highly
capital-intensive, and subject to volatile demand, customer
pricing pressures, and fluctuations in raw material prices. Excess
capacity in the casting industry currently averages about 30%.
Citation generated negative free cash flow in 2003 because of weak
end-markets and operational challenges that should improve in
2004.

Pricing pressure has been intense as automakers struggle to
improve their own profitability. Standard & Poor's expects end-
markets to begin to recover over the next year, allowing Citation
to improve profitability. In addition, general operational
problems associated with business relocations should be
nonrecurring in 2004. Nevertheless, high raw material pricing and
competitive industry dynamics will result in continued weak cash
flow generation.

Citation is a leading North American manufacturer and marketer of
cast, forged, and machined components for the capital goods
industry, including automotive and industrial markets. The company
produces aluminum, steel and iron castings; steel forgings; and
machined and assembled components for automobiles, trucks,
construction equipment, agricultural equipment and industrial
equipment.


CME TELEMETRIX: Furloughing Employees over Looming Collapse
-----------------------------------------------------------
CME Telemetrix Inc. (TSX Venture: CEM), a leading-edge developer
of near-infrared instruments, has not yet found a suitable
financing solution to address the Company's short-term and long-
term cash requirements. The Company is continuing to pursue
strategic initiatives, which include ongoing discussions with
potential partners and the exploration of merger and acquisition
opportunities. However, management and the Board of Directors
believe that in light of the Company's current fiscal situation
the Company must continue to take proactive steps to manage its
cash position, and gave working notice to substantially all of its
employees of their termination to be effective as of various dates
within the next two months. This action will ensure that should
the Company not be able to secure adequate short-term and long-
term financing it will not be liable for statutory termination
payments.

"We regret having to take this action in light of the tremendous
dedication and loyalty our employees have demonstrated," said
Duncan MacIntyre, President and Chief Executive Officer. "We
remain committed to our goal of developing non-invasive blood
monitoring devices that will improve the quality of life of
millions of people, but in order for our scientists to continue
this vital work we must secure additional capital resources."

In the event that a financing solution is not found in the coming
weeks, the Company will take further steps to wind down
operations.

CME Telemetrix is a leading developer of near infrared,
spectroscopy based, medical diagnostic technology. The Company has
an extensive portfolio of optical, electronic and algorithm
related patents in the field of blood analysis. Currently, the
Company's primary focus is the development of in vivo and in vitro
devices that utilize near infrared light for measuring blood
glucose levels for people with diabetes.

Additional information is available on the Company's website at
http://www.cmetele.com/


COMDISCO: Reorganized Debtor Releases Q1 Financial Results
----------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) reported financial
results for its fiscal first quarter ended December 31, 2003.
Comdisco emerged from Chapter 11 on August 12, 2002. Under its
Plan of Reorganization, Comdisco's business purpose is limited to
the orderly runoff or sale of its remaining assets.

Comdisco Holding Company, Inc. also announced that it filed with
the bankruptcy court a motion for an order in furtherance of the
Plan seeking authority to appoint a disbursing agent, prior to
August 12, 2004, to fulfill the roles of the Board of Directors
and executive officers of the company, to file a certificate of
dissolution and to take such other measures as are necessary to
complete the administration of the reorganized debtors' Plan and
chapter 11 cases. The motion contains estimated ranges of future
amounts to be distributed to holders of the company's common stock
and contingent distribution rights. The company will furnish the
motion to the SEC with a Current Report on Form 8-K pursuant to
Item 9.

Operating Results: For the three months ended December 31, 2003,
Comdisco Holding Company, Inc. reported net earnings of
approximately $14 million, or $3.29 per common share (basic and
diluted). The company's total assets decreased by 20 percent to
$297 million as of December 31, 2003 from $373 million as of
September 30, 2003. The $297 million of total assets as of
December 31, 2003 includes $131 million of cash. Total revenue
decreased by 52 percent to $46 million and net cash flow from
operations decreased by 89 percent to $48 million, in the quarter
ended December 31, 2003 compared to the quarter ended December 31,
2002. The company expects its total assets, total revenue and net
cash flow from operations to continue to decrease until the wind-
down of its operations is complete. The per share results for
Comdisco Holding Company, Inc. are based on approximately 4.2
million shares of common stock outstanding as of December 31,
2003.

As a result of bankruptcy restructuring transactions, adoption of
fresh-start reporting and multiple asset sales, Comdisco Holding
Company, Inc.'s financial results are not comparable to those of
its predecessor company, Comdisco, Inc. Please refer to the
company's quarterly report on Form 10-Q filed on February 17, 2004
for complete financial statements.

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


CORRPRO COMPANIES: Sets Special Shareholders Meeting on March 16
----------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO) announced that it has called a
special meeting of shareholders to be held for the purpose of
voting on a proposed refinancing and recapitalization plan. The
meeting will be held on Tuesday, March 16, 2004 at 10:00 a.m.
local time at the Cleveland-Strongsville Holiday Inn Select,
Strongsville, Ohio 44136. Shareholders of record as of February 5,
2004 will be entitled to notice of and to vote at the meeting.

The refinancing and recapitalization plan submitted for
shareholder approval includes a $13 million cash investment by
CorrPro Investments, LLC, an entity controlled by Wingate Partners
III, L.P., in exchange for the issuance of $13 million of a new
issue of preferred stock together with warrants to acquire 40% of
the fully-diluted common stock of the Company at a nominal
exercise price. The refinancing plan also includes a $40 million
senior secured credit facility and $14 million of secured
subordinated debt. The subordinated debt lender will receive
warrants to acquire 13% of the fully diluted common stock of the
Company at a nominal exercise price. The proceeds of the
refinancing will be used to repay the debt owed by the Company to
its current lenders.

As previously reported, the Company has extended the maturity of
its revolving credit facility with its bank group led by Bank One,
NA and deferred a significant scheduled principal amortization
under its senior notes held by The Prudential Insurance Company of
America. The extensions are conditioned on the completion of the
Company's refinancing and recapitalization plan on or before March
31, 2004.

The Company has filed with the Securities and Exchange Commission
and mailed to its shareholders a definitive proxy statement in
connection with the proposals to be considered and voted upon at
the special meeting.

"It is essential that our shareholders recognize that this
refinancing plan, which is the culmination of a rigorous process
under which hundreds of potential sources of capital were
contacted represents the best alternative available for both the
Company's shareholders and the Company," commented Joseph W. Rog,
Chairman, CEO and President. "Our lenders have granted us
forbearance extensions requiring completion of this transaction by
March 31, 2004. Having already granted several extensions to allow
us to complete this process, our bank lenders have at this point
in time indicated they are not willing to extend the due date of
the bank facility any further. Failure to complete the refinancing
transaction on a timely basis would likely result in the issuance
of default notices and the commencement of foreclosure proceedings
by the Company's current lenders. In such case, there is no
currently foreseeable alternative available to the Company other
than filing for protection under applicable bankruptcy laws."

The Company urges its shareholders to read the proxy statement
carefully, as the proxy statement contains important information
regarding the proposals to be considered and voted upon at the
special meeting. If the refinancing and recapitalization plan is
not approved by the requisite majority of shareholders, the
Company will be obligated to pay substantial breakup fees as
described in the proxy statement.

The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies with respect to the
proposals to be considered and voted upon at the special meeting.
Information regarding the ownership interests of the Company's
directors and executive officers is contained in the Company's
special meeting proxy statement and its Annual Report on Form 10-K
for the fiscal year ended March 31, 2003.

The Company's shareholders and other investors may obtain a free
copy of the Company's proxy statement, and other documents filed
by the Company with the SEC by visiting the SEC's website at
www.sec.gov . Free copies of the Company's proxy statement, and
other documents filed with the SEC may also be obtained by sending
a written request to the Company at 1090 Enterprise Drive, Medina,
Ohio 44256, Attention: Investor Relations, by telephone at (330)
723-5082, or by email at InvestorRelations@corrpro.com .

Corrpro, headquartered in Medina, Ohio is the leading provider of
corrosion control engineering services, systems and equipment to
the infrastructure, environmental and energy markets around the
world. Corrpro is the leading provider of cathodic protection
systems and engineering services, as well as the leading supplier
of corrosion protection services relating to coatings, pipeline
integrity and reinforced concrete structures.


CUMULUS MEDIA: Posts Increased Revenues & Income for Q4 2003
------------------------------------------------------------
Cumulus Media Inc. (NASDAQ: CMLS) reported financial results for
the three and twelve months ended December 31, 2003.

Lew Dickey, Chairman, President and Chief Executive Officer,
commented, "Our investment in our local sales effort continued to
pay off for us in the fourth quarter. We captured revenue share
and performed well in a difficult revenue environment."

                    Results of Operations

            Three Months Ended December 31, 2003
      Compared to Three Months Ended December 31, 2002

Net revenues for the fourth quarter of 2003 increased $4.2 million
to $74.9 million, a 5.9% increase from the fourth quarter of 2002,
primarily as a result of revenues associated with station
acquisitions completed subsequent to December 31, 2002 and
stations operated under the terms of local marketing agreements
during periods subsequent to December 31, 2002. Station operating
expenses increased $3.7 million to $47.6 million, an increase of
8.5% over the fourth quarter of 2002, primarily as a result of
expenses associated with station acquisitions completed subsequent
to December 31, 2002 and stations operated under the terms of
local marketing agreements during periods subsequent to December
31, 2002. Station Operating Income (defined as operating income
before depreciation and amortization, LMA fees, corporate general
and administrative expenses, non-cash stock compensation and
restructuring charges) increased $0.4 million to $27.3 million, an
increase of 1.6% from the fourth quarter of 2002, for the reasons
discussed above.

On a pro forma basis, which includes the results of all stations
operated during the period under the terms of local marketing
agreements and station acquisitions and dispositions completed
during the period as if each were operated from or consummated at
the beginning of the periods presented, excluding the results of
operations of two stations serving Kansas City, MO acquired on
December 18, 2003, and excluding the results of Broadcast Software
International, net revenues for the fourth quarter of 2003
increased marginally to $74.3 million from the fourth quarter of
2002. Pro forma Station Operating Income (defined as operating
income (loss) before depreciation, amortization, LMA fees,
corporate general and administrative expenses, non-cash stock
compensation and restructuring charges; and with the same
exclusions) decreased $0.8 million to $27.1 million, a decrease of
2.9% from the fourth quarter of 2002.

Interest expense decreased by $3.0 million or 36.9% to $5.1
million for the three months ended December 31, 2003 as compared
with $8.1 million in the prior period. The higher levels of
interest expense in the prior year were primarily due to the
Company's then outstanding 10 3/8% Senior Subordinated Notes due
2008 (the "Notes"). As of July 2003 the Company had redeemed all
of the Notes, which contributed to lower interest expense during
the current quarter.

Income tax expense totaled $7.6 million for the three months ended
December 31, 2003 as compared with $3.7 million in the prior
period. Income tax expense during the current year is comprised of
$6.1 million recorded to establish valuation allowances against
net operating loss carry-forwards generated during the period and
$1.5 million recorded to reserve for potential state income tax
liabilities as a result of changes in certain state tax laws.

Excluding the $1.5 million charge recorded to reserve for
potential state income tax liabilities, as discussed above,
diluted income per common share would have been $0.09 for the
current period. On an as-reported basis, diluted income per common
share for the three months ended December 31, 2003 was $0.07 per
common share versus a loss per common share of $(0.03) in the
prior year.

           Twelve Months Ended December 31, 2003
      Compared to Twelve Months Ended December 31, 2002

Net revenues for the twelve months ended December 31, 2003
increased $29.4 million to $282.0 million, an 11.6% increase from
2002, primarily as a result of revenues associated with 1) station
acquisitions completed at the end of Q1 2002, 2) station
acquisitions completed subsequent to December 31, 2002, and 3)
stations operated under the terms of local marketing agreements
during periods subsequent to December 31, 2002. Station operating
expenses increased $19.8 million to $179.5 million, an increase of
12.4% over 2002, primarily as a result of expenses associated with
1) station acquisitions completed at the end of Q1 2002, 2)
station acquisitions completed subsequent to December 31, 2002,
and 3) stations operated under the terms of local marketing
agreements during periods subsequent to December 31, 2002. Station
Operating Income (defined as operating income before depreciation
and amortization, LMA fees, corporate general and administrative
expenses, non-cash stock compensation and restructuring charges)
increased $9.6 million to $102.4 million, an increase of 10.3%
from 2002, for the reasons discussed above.

On a pro forma basis, which includes the results of all stations
operated during the period under the terms of local marketing
agreements and station acquisitions completed during the year as
if each were operated from or consummated at the beginning of the
periods presented, excluding the results of operations of two
stations serving Kansas City, Missouri acquired on December 18,
2003, and excluding the results of Broadcast Software
International, net revenues for the twelve months ended December
31, 2003 increased $0.5 million to $284.5 million, an increase of
0.2% from 2002. Pro forma Station Operating Income (defined as
operating income (loss) before depreciation, amortization, LMA
fees, corporate general and administrative expenses, non-cash
stock compensation and restructuring charges; and with the same
exclusions) increased $0.5 million to $103.3 million, an increase
of 0.5% from 2002.

Interest expense decreased by $9.1 million or 28.8% to $22.6
million for the twelve months ended December 31, 2003 as compared
with $31.7 million in the prior year. This decrease was primarily
due to lower interest expense associated with lower outstanding
levels of the Notes during the current year, as well as the
redemption of all outstanding Notes as of July 2003.

The Company recognized losses on the early extinguishment of debt
of $15.2 million for the twelve months ended December 31, 2003.
Losses in the current year relate to 1) the redemption of $13.7
million of the Notes in July 2003, 2) the repurchase of $30.1
million of the Notes, 3) the redemption of $88.8 million of the
Notes as part of a tender offer and consent solicitation completed
in April 2003 and 4) the retirement of the Company's existing
$175.0 million eight-year term loan facility in connection with
refinancing activities also completed in April 2003. Related to
the July 2003 redemption of $13.7 million of the Notes, the
Company paid $0.7 million in redemption premiums and wrote-off
$0.3 million of debt issuance costs. Related to the open market
repurchases of $30.1 million of the Notes, the Company paid $2.4
million in redemption premiums and wrote-off $0.7 million of debt
issuance costs. In connection with the tender offer and the
redemption of the Notes, the Company paid $6.0 million in
redemption premiums, $0.2 million in professional fees and wrote-
off $2.0 million of previously capitalized debt issuance costs.
Related to the extinguishment of the Company's $175.0 million
eight-year term loan, the Company paid $1.5 million in
professional fees and wrote-off $1.4 million of previously
capitalized debt issuance costs. Losses on the early
extinguishment of debt in the prior year were comprised of a $6.3
million loss as a result of the syndication and arrangement of a
new credit facility and related retirement and write-off of debt
issuance costs related to the pre-existing credit facility and a
$2.8 million extinguishment loss recorded in connection with the
repurchase of $27.4 million in aggregate principal of the Notes.

Income tax expense decreased $51.7 million to $24.7 million during
the twelve months ended December 31, 2003, as compared with $76.4
million during the prior year. Tax expense incurred in the current
year, comprised entirely of deferred tax expense, was recorded to
establish valuation allowances against net operating loss carry-
forwards generated during the period. Tax expense in the prior
year was comprised primarily of a non-cash charge recognized to
establish a valuation allowance against the Company's deferred tax
assets upon the adoption of SFAS No. 142, "Goodwill and Other
Intangible Assets."

Net income for the twelve months ended December 31, 2003 totaled
$5.0 million for the reasons discussed. The reported net loss in
the prior year totaled $(92.8) million for the reasons discussed
above and due to a $41.7 million after-tax loss incurred in the
prior year related to the cumulative effect of a change in
accounting principle as a result of adopting SFAS No. 142.

Preferred stock dividends and accretion of discount decreased
$25.4 million to $1.9 million for the twelve months ended December
31, 2003 as compared with $27.3 million during the prior year.
This decrease was attributable to lower accrued dividends for the
period as compared with the prior year due to fewer outstanding
shares of the issue and redemption premiums paid during the prior
year in connection with certain repurchases of the issue. In July
2003 the Company redeemed all outstanding shares of the issue.

                  Leverage and Financial Position

Capital expenditures for the three months ended December 31, 2003
totaled $2.9 million.

Including the results of all pending acquisitions operated as of
December 31, 2003, the ratio of net long-term debt to trailing 12-
month pro forma Adjusted EBITDA as of December 31, 2003 is
approximately 5.3x.

                  Acquisitions and Dispositions

On December 18, 2003, the Company completed the acquisition of two
radio stations in Kansas City, Missouri from Syncom Radio
Corporation and Allur-Kansas City, Inc. for 483,671 shares of the
Company's Class A Common Stock, $5.0 million in cash and a $10.0
million promissory note. The Company has the option and intends to
repay the promissory note with shares of Company's Class A Common
Stock.

                   Non-GAAP Financial Measures

Cumulus Media Inc. utilizes certain financial measures that are
not calculated in accordance with GAAP to assess financial
performance and profitability. The non-GAAP financial measures
used in this release are Station Operating Income, Adjusted EBITDA
and Free Cash Flow. Station Operating Income is defined as
operating income before depreciation and amortization, LMA fees,
corporate general and administrative expenses, non-cash stock
compensation and restructuring charges. Adjusted EBITDA is defined
as operating income before depreciation and amortization, LMA
fees, non-cash stock compensation and restructuring charges. Free
Cash Flow is defined as Adjusted EBITDA less LMA fee expense, net
interest expense, dividends on the Series A Preferred Stock,
income taxes paid and maintenance/investment capital expenditures.

Although Station Operating Income, Adjusted EBITDA and Free Cash
Flow are not measures calculated in accordance with GAAP,
management believes that they are useful to an investor in
evaluating the Company because they are measures that are widely
used in the broadcasting industry to evaluate a radio company's
operating performance. Further, we use these measures as the key
measurements of operating efficiency, overall financial
performance and profitability. More specifically, Station
Operating Income measures the amount of income generated each
period solely from the operations of the Company's stations that
is available to be used to service debt, pay taxes, fund capital
expenditures and fund acquisitions. Adjusted EBITDA measures the
amount of income generated each period that could be used to
service debt, pay taxes, fund capital expenditures and fund
acquisitions after the incurrence of corporate general and
administrative expenses. Free Cash Flow measures the amount of
income generated each period that is available and could be used
to make future payments of contractual obligations, fund
acquisitions or make discretionary repayments of debt, after the
incurrence of station and corporate expenses, funding of capital
expenditures, payment of LMA fees and debt service. Nevertheless,
these measures should not be considered in isolation or as
substitutes for net income (loss), operating income, cash flows
from operating activities or any other measure for determining the
Company's operating performance or liquidity that is calculated in
accordance with GAAP. As these measures are not calculated in
accordance with GAAP, they may not be comparable to similarly
titled measures employed by other companies.

Cumulus Media Inc. (S&P, B+ Corporate Credit Rating, Stable
Outlook) is the second largest radio company in the United States
based on station count. Giving effect to the completion of all
announced pending acquisitions and divestitures, Cumulus Media
Inc. will own and operate 272 radio stations in 56 mid-size and
smaller U.S. media markets. The Company's headquarters are in
Atlanta, Georgia, and its Web site is http://www.cumulus.com/

Cumulus Media Inc. shares are traded on the NASDAQ National Market
under the symbol: CMLS.


DELPHAX TECHNOLOGIES: Reports Profitable First Quarter Results
--------------------------------------------------------------
Delphax Technologies Inc. (Nasdaq: DLPX) reported sales of $14.2
million for its first fiscal quarter ended December 31, 2003, a
decrease of 8 percent from $15.5 million for the same period a
year ago. However, improved gross margins based on the sales mix,
lower selling, general and administrative expenses this year, and
the absence of the $1.2 million restructuring charge taken last
year, resulted in first-quarter operating income of $707,000 this
year compared to an operating loss of $861,000 for last year's
first quarter.

First-quarter net income this year was $360,000, or $0.06 per
share, in contrast to a net loss of $1.1 million, or $0.18 per
share, for the first quarter last year. The quarter's net income
was reduced by an income tax expense of $75,000 on profitable
European operations.

"We are pleased with our achievement of positive earnings despite
the difficult market environment that continues to plague the
global printing equipment industry," said Jay Herman, chairman and
chief executive officer. "Delphax has established a base of
service-related revenue that offsets much of the current weakness
in equipment sales, and our margin improvement and expense
reduction reflect the consolidation and streamlining of our
operations implemented over the past year."

Rising service-related revenues -- revenues from maintenance,
spares and supplies -- generated by increased usage of the new CR
Series and by the company's OEM business partially offset a
decline in usage of the company's installed base of check-printing
equipment, with total service-related revenues decreasing slightly
to $12.1 million in this year's first quarter from last year's
$12.3 million. First quarter sales of printing equipment were $2.1
million, versus $3.2 million for the same period a year ago.

Equipment sales were up sequentially from the fourth quarter of
fiscal 2003 and included additional sales of the company's new
ultra-high-speed CR1300, the world's fastest commercial roll-fed
digital press.

"We're pleased to report the sale of two CR1300 presses to Graphic
Inline, a leader in the direct mail industry based in the United
Kingdom," Herman said. "We now have three CR Series presses
installed in the United Kingdom, raising our total in Europe to
six. On the check-printing side of our business, we sold a second
high-speed Imaggia system to Liberty Enterprises."

First-quarter R&D expenditures rose 12 percent from a year earlier
as the company prepared for the previously announced introduction
of the next generation in the CR Series this spring.

Delphax Technologies Inc. is a global leader in the design,
manufacture and delivery of advanced digital print production
systems based on its patented electron-beam imaging (EBI)
technology. Delphax digital presses deliver industry-leading
throughput for both roll-fed and cut-sheet printing environments.
These flagship products are extremely versatile, providing
unparalleled capabilities in handling a wide range of substrates
from ultra lightweight paper to heavy stock. Delphax provides
digital printing solutions to publishers, direct mailers and other
printers that require systems capable of supporting a wide range
of commercial printing applications. The company also licenses and
manufactures EBI technology for OEM partners that create
differentiated product solutions for additional markets. There are
currently over 4,000 installations using Delphax EBI technology in
more than 60 countries worldwide. Headquartered in Minneapolis,
with subsidiary offices in Canada, the United Kingdom and France,
the company's common stock is publicly traded on the National
Market tier of the Nasdaq Stock Market under the symbol: DLPX.
Additional information is available at http://www.delphax.com/

                      *    *    *

On November 14, 2003, the Company's independent auditors, Ernst &
Young LLP, issued, from its Minneapolis, Minnesota office, its
Auditors Report on the Company's financial condition.  The last
paragraph of the Report states:  

"The accompanying financial statements have been prepared assuming
that Delphax Technologies Inc. will continue as a going concern.
The Company has incurred operating losses in four of the last five
fiscal years. In addition, as more fully described in Note K, the
Company was not in compliance with certain financial covenants of
its credit agreement. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are described in
Note K. The financial statements do not include any adjustments to
reflectthe possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty."


DOBSON COMMS: Reports $68.4 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) reported operating
income of $48.6 million for the fourth quarter ended December 31,
2003, an increase of 33 percent over operating income of $36.6
million for the same quarter last year.

The Company reported a net loss of $68.4 million for the period,
compared with net income of $8.3 million for the fourth quarter of
2002.

Dobson reported a net loss applicable to common shareholders of
$70.3 million, or $0.53 per share, for the fourth quarter of 2003.
The average of total shares outstanding for the fourth quarter of
2003 was approximately 133.7 million. For the fourth quarter of
2002, Dobson recorded net income applicable to common shareholders
of $25.6 million, or $0.28 per share, based on approximately 90.1
million average shares outstanding.

In accordance with GAAP, these totals reflect Dobson's 100 percent
ownership in American Cellular from August 19, 2003. Results for
prior periods reflect Dobson's 50 percent ownership of American
Cellular, showing the subsidiary's results as "Loss from
investment in joint venture."

Dobson's 2003 results include the operations of the Anchorage
Metropolitan Service Area (MSA) and Alaska Rural Service Area
(RSA) 2 from their date of acquisition on June 17, 2003, and not
for the fourth quarter of 2002. Dobson acquired them in exchange
for its Santa Cruz MSA and California RSA 4 properties.

Dobson's fourth quarter net loss applicable to common shareholders
included:

-- A $24.2 million loss from the extinguishment of debt, related
    to the redemption in the fourth quarter of Dobson/Sygnet
    Communications Corporation notes and the termination of the
    Dobson/Sygnet credit facility, which was replaced by a new
    credit facility;

-- A $26.8 million loss related to the repurchase of preferred
    stock in the quarter;

-- $12.7 million in cash and non-cash dividends on mandatorily
    redeemable preferred stock; and

-- A $596,100 loss from discontinued operations, net of taxes,
    and a $12.7 million loss on disposal of discontinued
    operations, net of taxes, both related to the Company's
    pending swap of its Maryland RSA 2 property for the Michigan
    RSA 5 property owned  by Cingular Wireless. Beginning with the
    fourth quarter of 2003, the results of the Maryland RSA 2
    property are listed as discontinued operations for the quarter
    and prior periods. Results of operations for Michigan RSA 5
    will be included in Dobson's operating results in the quarter
    when the swap transaction is completed, which the Company
    expects in the first quarter of 2004. And

-- $1.9 million in dividends on preferred stock, related to
    Dobson's newly issued Series F convertible preferred stock.

                   Discontinued Operations

Operating results from discontinued operations for the full year
2003 include the results of the two California properties from
January 1 until they were disposed June 17, 2003, and results for
Maryland RSA 2 for the 12 months. The total of $33.8 million in
EBITDA includes approximately $18.0 million in EBITDA from the
California properties and approximately $15.8 million from
Maryland RSA 2.

                 Fourth Quarter 2002 Results

Dobson reported net income applicable to common shareholders of
$25.6 million for the fourth quarter of 2002, which included $4.9
million in other expense, net of taxes, primarily related to the
write-off of the remaining costs related to Dobson's participation
in FCC Auction 35; and $5.9 million in income from discontinued
operations, relating to the California and Maryland properties
mentioned above.

Also included were $22.8 million in dividends on preferred stock
and a $40.1 million gain that represented the excess of
liquidation preference amount over the repurchase price of
preferred stock in the fourth quarter last year.

                    Revenue and EBITDA

Dobson reported total revenue for the fourth quarter of 2003 of
$250.3 million, of which $185.7 million, or 74.2 percent, was
service revenue generated by Dobson's subscribers. Roaming revenue
in the fourth quarter was $56.1 million, or 22.4 percent of total
revenue.

As noted above, Dobson acquired 100 percent ownership in American
Cellular in August 2003. For more detail on revenue and expenses
at the Dobson Cellular and American Cellular subsidiaries, please
see Tables 4 and 5.

Dobson reported $94.2 million in EBITDA for the fourth quarter of
2003, compared with $55.7 million for the fourth quarter of 2002.

EBITDA was lower than expected in the fourth quarter of 2003. The
Company attributed this decline to:

-- The decline in roaming revenue in Dobson's total revenue mix,
    due to slower growth in roaming MOUs overall, particularly
    with AT&T Wireless (NYSE:AWE), which is Dobson's largest
    roaming customer.

-- General and administrative expenses in the fourth quarter of
    2003 were increased by approximately $4 million, which the
    Company related to higher bad debt expense, higher billing
    costs during the transition to a new billing system, the
    incremental costs of a transition services agreement with AT&T
    Wireless for Dobson's new Alaska properties in October and
    November, and an increased property tax assessment in
    Kentucky, due to changes in the manner in which valuations are
    determined.

Dobson's two subsidiaries, Dobson Cellular Systems and American
Cellular, reported a combined gain of only 3 percent in roaming
MOUs for the fourth quarter, to a combined total of approximately
327 million MOUs, compared with a combined total of in the fourth
quarter of 2002 of approximately 316 million MOUs.

The subsidiaries' combined roaming yield per MOU for the most
recent quarter declined 32 percent to approximately $0.17,
compared with $0.25 per minute for the same quarter last year.

Under Dobson's current roaming agreements with Cingular Wireless
and AT&T Wireless, the roaming rates that Dobson receives have
been reduced in 2002 and 2003, as have been the off-network
roaming rates that Dobson pays to its roaming partners. The
reduction in Dobson's off-network roaming rates has enabled the
Company to significantly reduce cash cost per user over the past
two years.

Dobson Communications generated approximately 89,100 gross
subscriber additions (postpaid) for the fourth quarter of 2003.
Total net subscriber additions for the quarter were 14,400,
reflecting postpaid customer churn of 1.9 percent.

As previously announced, Dobson adjusted its subscriber base by a
negative 4,900 subscribers at the end of the quarter, increasing
its postpaid subscribers in Alaska by approximately 1,700, and
reducing the number of prepaid subscribers by approximately 6,600.
Dobson's year-end 2003 total of 1,552,100 subscribers also
reflected the removal of 36,300 subscribers in MD RSA 2
(discontinued) from the Company's base.

                   Results for Fiscal 2003

For the year ended December 31, 2003, Dobson reported service
revenue of $505.9 million, roaming revenue of $201.2 million, and
total revenue of $735.8 million. As noted above, prior to August
19, 2003, Dobson was a 50-percent owner of American Cellular.

For the year, the Company reported a net loss of approximately
$24.0 million, and net income applicable to common shareholders of
$151.0 million, or $1.38 per share on a fully diluted basis. Net
income applicable to common shareholders included:

-- A $52.3 million loss from extinguishments of debt;

-- A $218.3 million gain on the repurchases of preferred stock
    before July 1, when the Company adopted SFAS 150, and a $26.8
    million loss from redemption of preferred stock, related to
    stock redeemed after July 1;

-- $43.3 million in dividends on preferred stock, paid on
    mandatorily redeemable preferred stock before July 1 and paid
    on the Series F preferred stock since inception, and $30.6
    million in dividends on mandatorily redeemable preferred
    stock, paid after July 1; and

-- $11.9 million in income from discontinued operations and a
    $14.8 million gain from disposal of discontinued operations,
    both net of taxes.

For 2002, Dobson reported a net loss of $166.5 million and a net
loss applicable to common shareholders of $190.6 million, or $2.10
per share.

            Capital Expenditures and Balance Sheet

Capital expenditures were approximately $45.4 million in the
Dobson Cellular markets and $12.6 million in the American Cellular
markets in the fourth quarter, bringing full-year capital
expenditures to approximately $199.9 million for the two entities
combined. Capital expenditures of $4.7 million in MD RSA 2 in 2003
are not included in these totals.

As of January 31, 2004, the Company had overlaid approximately 786
of its 1,727 total cell sites with GSM/GPRS/EDGE hardware,
compared with approximately 625 at year-end 2003. The Company is
on schedule and budget to have overlaid all of its cell sites in
the Continental United States with the new technology by the end
of March 2004; to overlay its Alaska properties in the second
quarter of 2004; and to upgrade its data service capabilities with
EDGE software in the second quarter of 2004.

The Company ended the year with approximately $208 million in cash
and cash equivalents, approximately $2.4 billion in total debt,
and approximately $376 million in preferred stock obligations
(Table 2).

Dobson Communications (S&P, CCC+ Senior Debt and B- Corporate
Credit Rating, Stable Outlook) is a leading provider of wireless
phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states, with markets covering a population of
10.6 million. The Company serves 1.6 million customers. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net/


DOBSON COMMS: Brings-In Two New Members to Board of Directors
-------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) appoints Mark S.
Feighner and Robert A. Schriesheim to serve on its board of
directors. With their appointments, chairman emeritus and director
Russell L. Dobson will be stepping down from the board. The
Company's board now consists of seven members, five of whom are
independent directors.

Mr. Feighner is a well-known veteran of the wireless industry,
having capped a 28-year career at GTE by serving as that company's
wireless president prior to its acquisition in 2000 by Bell
Atlantic. Since that time, he has served as a venture partner and
advisor for Austin Ventures, an early-stage investment and
advisory firm to telecommunications companies.

He is a past board member of CTIA, the primary trade group for the
U.S. telecommunications industry, and a past board member of Z-Tel
Communications, for whom he also served as chairman of the Audit
Committee.

Mr. Feighner earned a B.S. in Business and Marketing from Indiana
University.

Mr. Schriesheim has since 2002 served as managing general partner
and venture manager for ARCH Development Partners LLC, a
technology seed-stage venture fund. His experience includes 17
years as strategist, senior financial officer and a private equity
investor in the communications and information services
industries, as well has having served on public communications
company boards.

Prior to ARCH Development, Mr. Schriesheim was executive vice
president, corporate development, and chief financial officer for
Global Telesystems, Inc., headquartered in London, England. Global
Telesystems was a publicly traded provider of telecommunications,
data and related services to businesses throughout Western and
Central Europe and Russia, prior to its sale to KPNQwest in 2002.

He currently sits on the boards of three ARCH Development
portfolio companies and, until its sale in 2003, sat on the board
of NCH NuWorld Marketing, a privately held international marketing
information services company. Additionally, he previously was on
the boards of both Global TeleSystems as well as its public
subsidiary, Global Telecom.

He earned an A.B. in Chemistry from Princeton University and an
M.B.A. in Finance and Business Economics from the Graduate School
of Business, University of Chicago.

"We're very pleased with the strengths and depth of experience
that Rob and Mark bring to the Dobson Communications board of
directors," said Everett Dobson, chairman, chief executive officer
and president of Dobson Communications. "I expect their
contributions to be significant as we continue to capitalize on
our opportunities to grow and create shareholder value in the
wireless industry."

Dobson Communications (S&P, CCC+ Senior Debt and B- Corporate
Credit Rating, Stable Outlook) is a leading provider of wireless
phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states, with markets covering a population of
10.6 million. The Company serves 1.6 million customers. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net/


DOBSON COMMS: Completes Exchange of Markets with Cingular Wireless
------------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) and Cingular
Wireless, a joint venture of SBC Communications (NYSE:SBC) and
BellSouth (NYSE:BLS), completed their exchange of Dobson's
ownership in its Maryland Rural Service Area 2 for Cingular's
ownership in Michigan RSA 5.

As part of the transaction, Cingular paid Dobson $22 million and
transferred to Dobson its one-percent ownership interests in Texas
RSA 2 and Oklahoma RSAs 5 and 7. Dobson is the majority owner of
these three markets.

Maryland RSA 2 covers a population of approximately 471,700,
including the cities of Ocean City, Salisbury, Easton and
Cambridge.

Michigan RSA 5 property covers a population of 169,400, including
the cities of Cadillac, Manistee, and Ludington, and is contiguous
to Dobson's MI RSA 3 property. Dobson has also announced its
intention to acquire the assets of NPI-Omnipoint Wireless, LLC,
which provides 1900 MHz GSM wireless service to other markets in
northern Michigan.

As a result of the exchange with Cingular, Dobson will report
approximately 20,800 acquired subscribers in the first quarter
ending March 31, 2004, representing MI RSA 5's subscriber base.
Dobson has for several years managed the Michigan property for
Cingular and said that the exchange of properties will not have a
material impact on its capital expenditure expectations for 2004.

Dobson Communications (S&P, CCC+ Senior Debt and B- Corporate
Credit Rating, Stable Outlook) is a leading provider of wireless
phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states, with markets covering a population of
10.6 million. The Company serves 1.6 million customers. For
additional information on the Company and its operations, please
visit its Web site at http://www.dobson.net/


DRESSER INC: Plans to Refinance Existing Senior Credit Facility
---------------------------------------------------------------
Dresser, Inc. announced its intention to refinance approximately
$382 million outstanding of its existing Term Loan B Senior Credit
Facility with a combination of an issuance of a new $100 million
six-year Senior Unsecured Term Loan and a new $260 million Senior
Secured Term Loan C. The Company's $100 million Revolving Credit
Facility will remain in place.

In conjunction with the new financing, Dresser will make an
optional prepayment of $25 million from existing cash, to be
applied to Term Loan B upon closing. As a result of the prepayment
and refinancing, Term Loan B will be paid in full.

The new Unsecured Term Loan will rank equal in right of payment to
all of the Company's senior unsecured debt. The Unsecured Term
Loan will be junior to the Company's secured debt to the extent of
the assets securing such debt and to all existing and future
liabilities of its subsidiaries that do not guarantee the
Unsecured Term Loan. Each of Dresser's direct and indirect wholly-
owned domestic subsidiaries will guarantee the Unsecured Term
Loan.

The New Term Loan C will have the same maturity as the existing
Term Loan B. In conjunction with the issuance of the New Term Loan
C, the Company expects to modify certain of its covenants and
related definitions.

"We are refinancing the Senior Credit Facility to take advantage
of favorable conditions in debt markets," stated James A. Nattier,
Executive VP and CFO of Dresser, "as well as position ourselves to
take advantage of growth opportunities, particularly in
international markets."

Dresser reaffirmed its previous fourth quarter 2003 guidance, with
adjusted EBITDA, as defined in the Company's existing credit
agreement, expected to be down slightly from the third quarter of
2003 and up significantly from the fourth quarter of 2002 (see
"Notice relating to use of non-GAAP measures below). The Company
also reported certain draft, unaudited balance sheet items. At the
end of the fourth quarter of 2003, the Company's cash and cash
equivalents totaled approximately $149 million and total debt was
approximately $947 million, including senior debt of approximately
$382 million. The Company will issue its audited year end 2003
financial results before the end of March.

Headquartered in Dallas, Texas, Dresser, Inc. (S&P, BB- Corporate
Credit Rating) is a worldwide leader in the design, manufacture
and marketing of highly engineered equipment and services sold
primarily to customers in the flow control, measurement systems,
and compression and power systems segments of the energy industry.
Dresser has a widely distributed global presence, with over 7,500
employees and a sales presence in over 100 countries worldwide.
The Company's website can be accessed at http://www.dresser.com/


ENCORE HEALTHCARE: UST Fixes Section 341(a) Meeting for March 3
---------------------------------------------------------------
The United States Trustee will convene a meeting of Encore
Healthcare Associates' creditors at 2:00 p.m. on March 3, 2004, at
The Curtis Center West, 9th Floor, Seventh and Sansom Streets,
Philadelphia, Pennsylvania 19106. 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 Roslyn, Pennsylvania, Encore Healthcare
Associates is a healthcare provider with nursing facilities and
services. The Company filed for chapter 11 protection on January
23, 2004 (Bankr. E.D. Pa. Case No. 04-11025). Peter E. Meltzer,
Esq., at Meltzer and Associates, P.C., represents the Debtor in
its restructuring efforts. When the Company filed for protection
from its creditors, it listed $2,500,000 in total assets and
$8,401,259 in total debts.


ENRON CORP: Settles Claims Dispute with U.S. Bank National
----------------------------------------------------------
The Enron Corp. Debtors and the U.S. Bank National Association are
in dispute as to the validity of the Objected Claims.  However,
after discussions, the parties agree on certain issues.  
Accordingly, the Debtors and U.S. Bank stipulate that:

A. Equity Contribution Obligations

   All obligations of the Shareholders under the Equity
   Contribution Agreement have been satisfied.  Accordingly, all
   Claims relating to Debtor Enron Mauritius Company will be
   amended to exclude any amounts due and owing by Enron
   Mauritius under the Equity Contribution Agreement.

B. Completion Support Obligations

   Enron Mauritius' obligation under the Completion Agreement,
   to the extent it has any obligation under the Completion
   Agreement, is limited to no more than $186,681,853.
   Accordingly, all Claims relating to Enron Mauritius will be
   amended to reduce the total amount of the claim under the
   Completion Agreement to be no more than $186,681,853.

C. Guaranty Obligations

   Enron Corporation's guaranty under the Guaranty Agreement is
   limited to the Maximum Completion Support Amount.  
   Accordingly, Claim Number 14303 will be amended to reduce the
   total amount of the claim to no more than $186,681,853.

D. Phase I Outstanding Indebtedness

   The Secured Parties hold an alleged claim against the
   Debtors' estates arising in connection with Phase I of the
   Dabhol Power Project totaling no more than $648,863,000, the
   amount of the Phase I Loans actually disbursed, less any
   payments thereon, plus all unpaid interest, fees, costs and
   expenses associated thereto.  Accordingly, all Claims
   purporting to arise under the Pledge Agreements related to
   the Phase I Outstanding Indebtedness will be amended to
   reduce the total claim to this amount.

E. Phase I Claims Not Cumulative

   Claim Nos. 14305, 14321 and 14306 all arise out of Phase I
   of the Dabhol Power Project; and accordingly, are not
   cumulative.  The maximum claim, if any, against the Debtors
   in respect of Phase I collectively is limited to the Phase I
   Outstanding Indebtedness.  Any distribution in respect of the
   Phase I Outstanding Indebtedness from one Debtor will reduce
   the claims for Phase I Outstanding Indebtedness against all
   Debtors obligated on this indebtedness.

F. Phase II Outstanding Indebtedness

   The Secured Parties hold an alleged claim against the
   Debtors' estates arising in connection with Phase II of the
   Dabhol Power Project totaling no more than $1,414,267,810,
   less any amounts not actually disbursed by the Secured
   Parties, plus all unpaid interest, fees, costs and expenses
   associated thereto.  Accordingly, all Claims purporting to
   arise under the Pledge Agreement related to the Phase II
   Outstanding Indebtedness will be further amended to reduce
   the total claim to this amount.

G. Phase II Claims Not Cumulative

   Claim Nos. 14304, 14320 and 14322 all arise out of Phase
   II of the Dabhol Power Project; and accordingly, are not
   cumulative.  The maximum claim, if any, against the Debtors
   collectively is limited to the Phase II Outstanding
   Indebtedness.  Any distribution in respect of the Phase II
   Outstanding Indebtedness from one Debtor will reduce the
   claims for Phase II Outstanding Indebtedness against all
   Debtors obligated on such indebtedness.

H. Consolidation of Claims

   As the Phase I Indebtedness and Phase II Indebtedness arise
   out of the same Financing and Security Documents, U.S. Bank
   will amend the Proofs of Claim to consolidate the alleged
   claims related to the Phase I Indebtedness and the alleged
   claims related to the Phase II Indebtedness.

I. Amendment of Claims

   To avoid duplication of the claims asserted by the Proofs of
   Claim and to reflect the parties' agreement, U.S. Bank will
   amend the Claims:

   (a) Claim No. 14303 filed against Enron will be amended to
       clarify that it was filed in respect of the obligations
       of Enron arising under the Guaranty Agreement, and will
       be further amended to reflect that the maximum claim
       asserted thereby is the Maximum Completion Support
       Amount;

   (b) Claim No. 14304 filed against Enron Mauritius will be
       amended to clarify that it was filed in respect of the
       obligations of Enron Mauritius arising under the Pledge
       Agreement (Enron Mauritius) and to reflect that the
       maximum claim asserted thereby is the Phase I Outstanding
       Indebtedness and the Phase II Outstanding Indebtedness;

   (c) Claim No. 14305 filed against Enron Mauritius will be
       amended to clarify that it was filed in respect of the
       alleged obligations of Enron Mauritius arising under the
       Completion Agreement and to reflect that the maximum
       claim asserted thereby is the Maximum Completion Support
       Amount;

   (d) Claim No. 14320 filed against Offshore Power Production
       CV will be withdrawn as any claims asserted thereby will
       be included in Claim No. 14321;

   (e) Claim No. 14321 filed against Offshore Power will be
       amended to clarify that it was filed in respect of the
       obligations of Offshore Power arising under the Pledge
       Agreement (India Holdings and Offshore Power) and to
       reflect that the maximum claim asserted thereby is the
       Phase I Outstanding Indebtedness and the Phase II
       Outstanding Indebtedness;

   (f) Claim No. 14322 filed against Enron India Holdings Ltd.
       will be withdrawn as any claims asserted thereby will be
       included in Claim No. 14306; and

   (g) Claim No. 14306 filed against India Holdings will be
       amended to clarify that it was filed in respect of the
       obligations of India Holdings arising under the Pledge
       Agreement (India Holdings and Offshore Power) and to
       reflect that the maximum claim asserted thereby is the
       Phase I Outstanding Indebtedness and the Phase II
       Outstanding Indebtedness.

J. No Determination as to Claims

   Except as expressly modified or amended, the Stipulation
   does not determine the validity of the U.S. Bank Claims and
   is without prejudice to any objection of the Debtors or any
   other party-in-interest to the Claims.  The Debtors
   specifically reserve the right to challenge, without
   limitation, the validity or the amount of the Claims and the
   Claims remain subject to the Objection.  With respect to
   Claim Nos. 14304, 14321 and 14306, it is expressly understood
   that unless the pledged collateral securing the claims is
   retained by the applicable Debtors after the effective date
   of the Debtors' Chapter 11 Plan, the claims asserted by the
   Proofs of Claim will be limited to the value of the pledged
   collateral.

K. Supporting Documentation

   U.S. Bank agrees to send notice of the Stipulation to the
   Secured Parties.  Pursuant to the notice, U.S. Bank will
   request these information from each of the Secured Parties:

   (a) the outstanding principal balance of the Phase I
       Outstanding Indebtedness and Phase II Outstanding
       Indebtedness;

   (b) the date on which the Phase I Loans and Phase II Loans
       were funded;

   (c) the calculation of interest thereon;

   (d) the amount of principal repaid;

   (e) the amount of interest paid; and

   (f) the costs, fees and expenses claimed by each of the
       Secured Parties.

   U.S. Bank agrees to provide to the Debtors a statement as to
   the requested information, but only to the extent U.S. Bank
   has received them from the Secured Parties.

L. Discovery by the Debtors and Secured Parties

   The Debtors and U.S. Bank agree that it may be necessary or
   appropriate for the parties to conduct discovery to carry out
   or give full force and effect to the terms of the
   Stipulation.  

The Court approves the Stipulation in its entirety. (Enron
Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ENRON CORP: Court Gives Clearance for Equistar Settlement Pact
--------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, Enron Corporation and
Enron Gas Liquids, Inc., sought and got the Court to:

   (i) approve their Settlement Agreement and Mutual Release with
       Equistar Chemicals LP;

  (ii) authorize EGLI to terminate certain contracts;

(iii) authorize EGLI to sell 1,584,744 gallons of natural
       gasoline inventory to Equistar free and clear of all
       liens, claims and encumbrances;

  (iv) authorize the termination of a guarantee from Enron in
       favor of Equistar; and

   (v) authorize EGLI to enter into a mutual release of all
       claims, obligations and liabilities under a stipulation.

Prior to the Petition Date, EGLI and Equistar were parties to
various contracts, including:

   * Purity Propane Sale/Purchase Agreement dated April 9, 1990
     between Enron Gas Liquids, Inc. and Equistar Chemical, LP,
     assignee of Quantum Chemical Corporation, USI Division;

   * Second Amended Exchange Agreement dated February 1, 2000
     between Enron Gas Liquids, Inc. and Equistar Chemicals, LP
     incorporating Enron Clean Fuels Company's General Terms and
     Conditions;

   * Confirmation dated August 15, 2001 between Enron Gas
     Liquids, Inc. and Equistar Chemicals, LP.;

   * Service Agreement No. 153295-L dated September 5, 1995
     between Enron Gas Liquids, Inc. and Equistar Chemicals, LP,
     successor-in-interest to Lyondell Petrochemical Co.;

   * Equistar Demurrage Invoice No. 9057326 dated August 20,
     2001 in the amount of $495;

   * Equistar Demurrage Invoice No. 9050840 dated August 22,
     2001 in the amount of $1,472; and

   * Equistar Demurrage Invoice No. 90050842 dated August 22,
     2001 in the amount of $1,609.

In addition, Enron executed a Guaranty for the benefit of
Equistar dated April 10, 2001, limited to $7,000,000.

Pursuant to Service Agreement No. 153295-L, Equistar leased
storage capacity at EGLI's storage facility in Mont Belview,
Texas to store natural gasoline.  On November 29, 2001, Equistar
withdrew all of its inventory of natural gasoline held at the
Facility plus overdraw an additional 1,584,744 gallons of natural
gasoline that belonged to EGLI.

On October 10, 2002, Equistar filed Claim No. 8018 for $258,925
for unpaid amounts under certain of the Contracts.

EGLI and Equistar agreed to enter into the Settlement Agreement
to:

   -- terminate the Contracts;

   -- revoke the Guaranty;

   -- settle the claims arising from the overdraw of the
      Inventory and the Contracts;

   -- transfer the Inventory to Equistar free and clear of all
      liens; and

   -- enter into a mutual release of claims relating to the
      Contracts.

In return, Equistar will:

   (i) pay EGLI $990,588; and

  (ii) withdraw all of its claims filed in the Debtors' cases.
(Enron Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EXIDE: Ex-Employees Ask Court to Compel Payment of Severance Wages
------------------------------------------------------------------
Dozens of the Exide Tech. Debtors' former employees ask the Court
to compel the Debtors to pay severance wages totaling $2,101,669.  
L. Jason Cornell, Esq., at Fox Rothschild LLP, Wilmington,
Delaware, relates that as of the Petition Date, the Former
Employees have earned or accrued certain severance benefits.  
Most, if not all of these Employees, continued working subsequent
to the Debtors' commencement of their Chapter 11 proceedings.

To the extent that the Court does not allow the Severance Claims
as Administrative Claims, the Employees seek the allowance of
each of these claims as a priority claim up to $4,650 pursuant to
Sections 507(a)(3) and 507(a)(4) of the Bankruptcy Code.

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)


FACTORY 2-U: Great American Commences Inventory Clearance Sales
---------------------------------------------------------------
Great American Group, one of the nations leading asset management
firms, has commenced inventory clearance sales for 44 Factory 2-U
stores. Factory 2-U is a leading off-price retailer providing
quality brand name merchandise for the entire family at a great
value. The sale began February 12, 2004, and is expected to run
approximately 8 weeks.

Approximately $12 million of inventory, including apparel and
accessories for men, women, children, and infants, and
electronics, appliances, and accessories for the home, will be
liquidated during the sale period. "This is a once-in-a-lifetime
opportunity to receive great discounts off already discounted
brand name merchandise for the whole family," stated Andy Gumaer,
President of Great American Group.

Factory 2-U stores are located in: California, Nevada, Oregon,
Washington, New Mexico, Arizona, Oklahoma, Texas, Arkansas, and
Idaho. Factory 2-U will continue to provide their customers with
first-quality clothing and housewares in 195 core locations.

For a complete list of clearance stores, visit:

   http://www.greatamerican.com/APCM/Articlefiles/130-factory%202u%20stores.pdf

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 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.


FLEMING: US Trustee Names Members to Reclamation Creditors' Panel
-----------------------------------------------------------------
Pursuant to Section 1102(a)(2) of the Bankruptcy Code, Roberta A.
DeAngelis, Acting United States Trustee for Region 3, appoints
seven trade claimants to serve on an Official Committee of
Reclamation Creditors in the Fleming Debtors' cases:

     1. The Procter & Gamble Distributing Company
        Attn: G.M. (Jay) Jones
        8500 Governors Hill Drive
        Cincinnati, OH 45249
        Phone: 513-774-1782, Fax: 513-774-1618;

     2. Mead Johnson Nutritionals
        Attn: Carmine LaSasso
        2400 West Lloyd Expwy
        Evansville, IN 47721
        Phone: 812-429-5120, Fax: 812-429-5588;

     3. Quaker Sales & Distribution Inc.
        Attn: David Edward Pilat
        555 W. Monroe, 03-03
        Chicago, IL 60661
        Phone: 312-821-2997, Fax: 312-821-1772;

     4. Swift & Company
        Attn: Clayton Edmonds
        1770 Promontory Circle
        Greeley, CO 80634-9038
        Phone: 970-506-7599, Fax: 970-336-6652;

     5. Del Monte Corporation
        Attn: Patrick E. Murtha
        1075 Progress Street
        Pittsburgh, PA 15212-5922
        Phone: 412-222-8031, Fax: 412-222-1531;

     6. Sara Lee Corporation
        Attn: S. Curtis Marshall
        10151 Carver Rd.
        Cincinnati, OH 45242
        Phone: 513-936-2417, Fax: 513-936-2480; and

     7. The Clorox Sales Company
        Attn: Sybil Shaw
        3655 Brookside Parkway, Suite 300
        Alpharetta, GA 30022
        Phone: 678-893-8805, Fax: 678-893-8824.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


GREAT ATLANTIC: S&P Rates $400M Revolving Credit Facility at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to The
Great Atlantic & Pacific Tea Co. Inc.'s $400 million amended and
restated revolving credit facility due December 2007. A recovery
rating of '1' was also assigned to the facility. The 'B+' rating
is one notch higher than the corporate credit rating on A&P; this
and the '1' recovery rating indicate a high expectation of full
recovery of principal in the event of a default.

Outstanding ratings on the company, including the 'B' corporate
credit rating, were affirmed. The outlook is negative. Total debt
is about $785 million.

"The rating on A&P reflects the company's poor profitability and
high debt leverage, mitigated somewhat by its important market
positions in Canada and the New York metropolitan area," said
Standard & Poor's credit analyst Mary Lou Burde. Although Canada
is performing well, difficulties in U.S. markets have caused
overall profitability to fall. Soft consumer spending and
increasing competition from both conventional and nontraditional
food retailers are pressuring the gross margin. Combined
with rising costs, this has resulted in significant drops in
operating profit over the past year.

In fiscal 2003, management has been focused on maximizing cash
flow while trying to stem operating declines in the U.S. and
maintain profitability in Canada. Steps included curtailing
capital spending, reducing debt, and exiting certain markets and
businesses. Capital spending for fiscal 2003 is expected to be
$150 million, less than 2002's $242 million and below depreciation
levels. Although this conserves cash in the short term, the
decreased investment places the company at a disadvantage relative
to its competitors. Now that the liquidity cushion has grown,
management plans to step up capital investment for fiscal 2004 and
2005, assuming operations are on track.

A&P operates 645 retail stores, conventional supermarkets,
combination food and drug stores, and limited assortment food
stores in 10 U.S. states and Canada under the banners of A&P,
Waldbaum's, Super Foodmart, The Food Emporium, Super Fresh, Farmer
Jack, Save-A-Center, Dominion, Ultra Food & Drug, Food Basics, and
The Barn Markets. The company also has about 65 franchised stores
in Canada.


GCI INC: Closes $250M Private Offering of 7.25% Senior Notes
------------------------------------------------------------
General Communication, Inc. (Nasdaq: GNCMA) announced the closing
of the private offering of $250 million principal amount of 7.25
percent Senior Notes due February 15, 2014, by GCI, Inc., its
wholly owned subsidiary. The net proceeds of the offering will be
used to repay GCI, Inc.'s existing $180 million 9.75 percent
Senior Notes due August 1, 2007 and to repay senior bank debt. The
private offering increased to $250 million in principal amount
from the previously announced $230 million.
    
The notes were offered only to qualified institutional buyers and
non-U.S. persons, pursuant to Rule 144A and Regulation S,
respectively, of the Securities Act of 1933, as amended. The notes
are senior unsecured and unsubordinated obligations of GCI, Inc.,
and will pay interest semi-annually.

In connection with this private offering, the notes have not been
registered under the Securities Act and, unless so registered, may
not be offered or sold except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

The company also announced that, in connection with the previously
announced cash tender offer and consent solicitation by GCI, Inc.
(the "Offer") for any and all of its $180 million outstanding
principal amount of 9.75 percent Senior Notes due 2007, GCI, Inc.
has accepted for payment $114,591,500 principal amount of notes
validly tendered on or prior to 5:00 p.m. New York City time on
February 13, 2004. Such notes accepted for payment will receive
total consideration of $1,035.00 per $1,000 principal amount,
consisting of the purchase price of $1,025.00 per $1,000 principal
amount, the consent payment of $10.00 per $1,000 principal amount,
plus accrued and on unpaid interest up to, but not including,
February 17, 2004. The Offer remains open until March 2, 2004;
however, the consent payment of $10.00 per $1,000 principal amount
has expired. Therefore, any holders who tender notes pursuant to
the Offer would now receive less consideration than if they were
to instead surrender such notes pursuant to the redemption
described below.

Certain proposed amendments to the indenture governing the 9.75
percent Senior Notes due 2007 became operative on February 17. The
proposed amendments eliminate substantially all of the restrictive
covenants and make other revisions to the indenture. Adoption of
the proposed amendments required the consent of holders of at
least a majority of the principal amount of the outstanding notes,
which was obtained in connection with the Offer.

The company also announced that GCI, Inc. issued a notice of
redemption to all the holders of its 9.75 percent Senior Notes due
2007. The notice calls for redemption of the remaining $65,408,500
principal amount of such notes on March 18, 2004 at a redemption
price of $1,032.50 per $1,000 principal amount, plus accrued and
unpaid interest up to, but not including, March 18, 2004.

GCI is the largest Alaska-based and operated integrated
communications provider. A pioneer in bundled services, GCI
provides local, wireless, and long distance telephone, cable
television, Internet and data communication services. More
information about the company can be found at http://www.gci.com/

As reported in the Troubled Company Reporter's February 4, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to the  proposed $200 million senior notes due 2014 to be
issued by Anchorage, Alaska-based telecommunications and cable
television service provider GCI Inc. These unsecured notes, to be
issued under Rule 144A with registration rights, will refinance
the $180 million 9.75% senior notes due 2007.

Simultaneously, Standard & Poor's affirmed its outstanding ratings
on GCI, including the 'BB' corporate credit rating. The outlook
remains negative.


GENESCO INC: Acquiring Hat World Corporation for $165 Million
-------------------------------------------------------------
SKM Growth Investors (SKMGI), a leading private equity firm that
invests in privately-held, middle-market growth companies, has
entered into a definitive agreement to sell Hat World Corporation
to Genesco Inc. Upon the successful closing, the transaction will
return SKMGI's investors approximately 4.5 times its invested
capital in just over 2 1/2 years.

"Our Hat World experience is a great example of our ability to
execute on our mission at Saunders Karp & Megrue and SKMGI. We
work hard to find opportunities to bring our capital, experience,
relationships, and operating capabilities to private middle-market
growth companies and achieve superior returns in support of their
growth plans," said Barron Fletcher, Managing Director of SKMGI.
"CEO Bob Dennis, Hat World's founders, and their management team
deserve the lion's share of the credit for building the Hat World
platform and executing on their growth strategy."

Under the agreement, Genesco, a leading retailer of footwear and
accessories in more than 1,000 retail locations, would acquire Hat
World for a total purchase price of $165 million, subject to
adjustments for net debt, working capital and certain tax
benefits. The transaction has been approved by the boards of
directors of Genesco and Hat World. Closing, which is subject to
customary conditions including regulatory approvals, is expected
by April 30, 2004.

"We are very pleased with the potential outcome of this
transaction with Genesco," Fletcher said. "Hat World has earned
its position as a category-dominant, high-growth, specialty
retailer. The strategic fit with Genesco's existing specialty
retail platform is exciting."

Founded in 1995 by entrepreneurs Glenn Campbell and Scott
Molander, Hat World has grown rapidly by micro-merchandising its
stores to appeal to regional demand. In 2001, Hat World hired
current CEO Bob Dennis, previously head of the North American
Retail Practice of management consulting firm McKinsey & Co., to
help manage the company's rise from a regional retailer to one
with national prominence. The company has grown significantly,
aided in part by the acquisition of its largest competitor, Lids,
Inc., which at the time was going through Chapter 11 bankruptcy
proceedings.

"Hat World has benefited tremendously by having SKMGI as both an
investor and as a business partner," Dennis said. "Their deep
knowledge of specialty retail operations, and the considerable
experience they bring through relationships with other successful
operators was a material force behind our success at Hat World. We
are excited about what Hat World has achieved to date, and we
believe that the expected combination with Genesco will further
enhance our ability to execute our growth plans in the future."

For the past two years Hat World has been named one of the
fastest-growing private companies in America by Inc Magazine.

                        *    *    *

As reported in the Troubled Company Reporter's February 10, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Genesco Inc. to negative from stable. At the same time, Standard &
Poor's affirmed its outstanding ratings on the company, including
the 'BB-' corporate credit rating.

The outlook revision follows Genesco's announcement that it has
signed a definitive agreement to acquire privately owned Hat
World, a specialty retailer of branded and licensed headwear, for
about $165 million. The acquisition will be largely debt funded,
with about $115 million in borrowings from a new credit facility
and about $50 million of cash on hand. The outlook change reflects
a material increase in debt leverage and the higher debt service
burden related to this acquisition. Pro forma for the transaction,
total debt to EBITDA is expected to increase to the mid 4x level,
which is weak for the current rating, from about 3.8x for the 12
months ended Nov. 1, 2003. In addition, increased capital spending
and working capital requirements are expected to diminish free
cash flow generation.

"The speculative-grade ratings on Genesco Inc. continue to reflect
high business risk stemming from the company's participation in
the competitive footwear retailing industry, its aggressive growth
strategy, and high debt leverage," said Standard & Poor's credit
analyst Ana Lai. "These risks are partially offset by Genesco's
good operating and financial performance in recent years."


GLIMCHER REALTY: Closes $1.9 Million Sale of Community Center
-------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), one of the country's premier
retail REITs, announced the sale of a community center asset in
keeping with its strategy to focus on its regional mall portfolio.   
On February 17, 2004, the Company sold Morgantown Plaza, a 103,364
square foot community center in Star City, WV, for $1.9 million.  
The center includes a 74,540 square foot vacant anchor location
that was formerly occupied by Ames.  The cash proceeds were used
to pay down the Company's outstanding variable rate debt.
    
The Company continues to execute its strategy of selling non-core
community centers and utilizing the proceeds to increase its
investment in regional mall properties. As of February 17, 2004,
the portfolio includes 27 million square feet of gross leasable
area (GLA).  The Company's 25 regional malls represent 21.8
million square feet of gross leasable area and the community
center portfolio includes 44 properties and 5.2 million square
feet of GLA.

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

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

                        *    *    *

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

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


HAYNES: Reports Q1 Losses & Continues Debt Restructuring Efforts
----------------------------------------------------------------
Haynes International, Inc. reported unaudited financial results
for its first quarter ended December 31, 2003. Net revenue
increased approximately $3.7 million to approximately $46.6
million in the first quarter of 2004, compared to approximately
$42.9 million in the first quarter of fiscal 2003. The Company
reported a net loss of approximately $4.3 million for the first
quarter of 2004, compared to net loss of approximately $2.9
million for the first fiscal quarter of 2003.

As Haynes announced in December, it has been working with Conway,
Del Genio, Gries & Co., LLC, a New York-based advisory firm
specializing in corporate restructurings and mergers and
acquisitions, to assist in undertaking a financial restructuring
designed to strengthen the Company's balance sheet and improve its
liquidity. Haynes also previously announced that if it is unable
to reach an agreement with its bank lenders and bondholders to
restructure its debt, it is likely that the Company will not have
sufficient liquidity to meet its debt obligations and other
business obligations as they become due, and that continues to be
the case.

"Although we still have a great deal of work ahead of us, we
continue to make progress in a number of areas in our business,"
said Francis Petro, Chief Executive Officer of Haynes. "On the
financial side, we are continuing to work with our bank lenders
and bondholders on refinancing and restructuring options. We
remain hopeful that we will be able to reach an agreement that
will allow us to restructure our balance sheet in a timely and
orderly manner."

Haynes International, Inc. is a leading developer, manufacturer
and marketer of technologically advanced, high performance alloys,
primarily for use in the aerospace and chemical processing
industries.

                        *    *    *

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.

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.


HOLLINGER: Begins Tender Offers for Outstanding 11.875% Sr. Notes
-----------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) commenced two
simultaneous but independent offers to purchase for cash any and
all of its outstanding 11.875% Senior Secured Notes due 2011. As
of the date hereof, there is outstanding US$120,000,000 in
aggregate principal amount of Notes.

In one of the offers, Hollinger is voluntarily offering to
purchase any and all Notes for US$1,250 per US$1,000 principal
amount of Notes plus accrued and unpaid interest to, but not
including, the settlement date, and is also soliciting consents to
certain proposed amendments to the indenture pursuant to which the
Notes were issued. The amendments would, among other things,
eliminate substantially all of the restrictive covenants contained
in the Indenture. Each holder who validly tenders Notes pursuant
to the Debt Tender Offer on or prior to 5 p.m. (Eastern Standard
Time) on March 3, 2004, unless extended or earlier terminated,
shall also be entitled to receive a consent payment in the amount
of US$30 per US$1,000 principal amount of such Notes. The Debt
Tender Offer expires at 5 p.m. (Eastern Standard Time), on March
18, 2004, unless extended or earlier terminated.

In the other offer, Hollinger is offering to purchase any and all
Notes for US$1,010 per US$1,000 principal amount of Notes plus
accrued and unpaid interest to, but not including, the settlement
date. The Change of Control Offer is being made pursuant to the
Indenture with respect to a change of control which may have
occurred in connection with the execution of the Tender and
Shareholder Support and Acquisition Agreement dated as of January
18, 2004 among Press Holdings International Limited, The Ravelston
Corporation Limited and Lord Black of Crossharbour, PC (Can), OC,
KCSG. The Change of Control Offer expires at 5 p.m.
(Eastern Standard Time) on April 13, 2004.

Completion of the Debt Tender Offer is conditional upon: (i)
receipt of consents and waivers from the holders of not less than
a majority of the principal amount of the Notes outstanding, (ii)
the take-up and payment by Press Acquisition Inc., a
wholly-owned subsidiary of PHIL, of all of the shares of
Hollinger owned or controlled, directly or indirectly, by
Ravelston and Lord Black pursuant to the outstanding offers by
PHIL, through PAI, to purchase any and all outstanding shares of
all classes of Hollinger, and (iii) certain customary conditions
relating to, among other things, the absence of legal restrictions
on completion of the Debt Tender Offer. The Change of Control
Offer is unconditional, subject to the proper tender of the Notes.

As previously publicly disclosed by PHIL, it intends to acquire
the entire equity interest of Hollinger by way of the Equity
Tender Offer. Through the Debt Tender Offer and/or the Change of
Control Offer, Hollinger intends to acquire 100% of the
outstanding principal amount of the Notes. In order to facilitate
the Debt Tender Offer, Hollinger and PHIL have entered into an
agreement pursuant to which PHIL has agreed, subject to the
satisfaction of certain conditions, including those conditions
applicable to the Debt Tender Offer described above, to loan,
advance or otherwise make available to Hollinger funds in an
amount sufficient to pay the total consideration due in respect
of all Notes that have been accepted for purchase by Hollinger
pursuant to the Debt Tender Offer, together with accrued and
unpaid interest to, but not including, the settlement date and
any related consent fee payments. In addition, PHIL has agreed to
reimburse Hollinger and/or pay all fees and expenses incurred by
Hollinger in connection with the making and consummation of the
Debt Tender Offer. Any such loan or advance by PHIL will be on
terms no less favourable to Hollinger than if the funds were
obtained from a person dealing at arm's length with Hollinger.
The agreement with PHIL was unanimously approved by the board of
directors of Hollinger on February 16, 2004.

UBS Investment Bank is acting as dealer manager and solicitation
agent for the Debt Tender Offer and the related consent
solicitation.

The tender offers and consent solicitation will be made solely by,
and subject to terms and conditions set forth in, Hollinger's
offering circular in respect of the Debt Tender Offer and the
Change of Control Offer.

Hollinger's principal asset is its approximately 72.4% voting and
30.0% equity interest in Hollinger International Inc. Hollinger
International is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great
Britain, the Chicago Sun-Times and a large number of community
newspapers in the Chicago area, The Jerusalem Post and The
International Jerusalem Post in Israel, a portfolio of new media
investments and a variety of other assets.
   
On September 30, 2003, the company's net capital deficit tops $460
million.


INDOSUEZ CAPITAL: Fitch Affirms Low-B Ratings on 2 Note Classes
---------------------------------------------------------------
Fitch Ratings affirms seven classes of notes issued by Indosuez
Capital Funding VI, Ltd.

The following classes of Indosuez Capital Funding VI, Ltd. have
been affirmed:

        -- $75,000,000 Class A-Ia Notes affirm at 'AAA';
        -- $273,000,000 Class A-Ib Notes affirm at 'AAA';
        -- $18,000,000 Class A-II Notes affirm at 'AA';
        -- $33,000,000 Class B Notes affirm at 'A';
        -- $30,000,000 Class C Notes affirm at 'BBB+';
        -- $10,000,000 Class D-1 Notes affirm at 'BB';
        -- $4,000,000 Class D-2 Notes affirm at 'BB'.

The transaction, a collateralized debt obligation, is supported by
a diversified portfolio of leveraged loans and high-yield bonds.
Indosuez Capital Funding VI, Ltd., managed by Indosuez Capital,
was established in September 2000 to issue $481.5 million in
notes, of which Fitch rates $443.0 million.

Although the portfolio has experienced some ratings migration due
to downgrades of individual securities and adverse selection
created by loan amortization, the senior overcollateralization
levels are stable. As of December 31, 2003 the class A and class B
overcollateralization levels remain at least 200 basis points
above their respective test levels. However, the class C and class
D overcollateralization levels, which are approximately 100 basis
points above their respective test levels are closer to breaching
the triggers. Any additional collateral deterioration is likely to
erode the cushions of the subordinated tranches quickly. All
interest coverage ratios are well above their respective test
levels.

During the course of 2003 the manager sold $251 million of par
value and purchased $426.5 million of par value (the difference
mainly consisting of loan prepayments). During that period the
weighted average purchase price of all securities was in the mid-
nineties (with the majority of lower priced securities
representing bonds).

Fitch will continue to monitor and review this transaction for
future ratings adjustments.


INSTEEL INDUSTRIES: Shares to be Traded on Pink Sheets
------------------------------------------------------
Insteel Industries, Inc. (OTC Bulletin Board: IIINE) announced
that trading in its common stock on the OTC bulletin board would
be terminated beginning on February 18, 2004. OTCBB regulations
require the removal of securities of issuers that are not in
compliance with the OTCBB's filing requirements. Under OTCBB
regulations, issuers must be current (subject to a 30-day grace
period) in their periodic filings with the Securities and Exchange
Commission.

                     Lender Talks Continue

As previously reported in its Form 12b-25 filing with the SEC
dated December 29, 2003, the Company is currently engaged in
negotiations with its existing lenders regarding a restructuring
of its credit facility as well as with prospective providers of
capital regarding a partial or complete refinancing. The Company
believes that the outcome of such negotiations must be finalized
prior to filing its Form 10-K because the terms and structure of
such a restructuring or refinancing are expected to materially
impact certain disclosures in its Form 10-K, as well as the
audited financial statements contained therein. During the interim
period, the Company expects that its common stock will trade on
the Pink Sheets -- http://www.pinksheets.com/-- as soon as  
practicable. Shortly after the filing of its Form 10-K, the
Company expects that its common stock would resume trading on the
OTCBB.

Insteel Industries is one of the nation's leading manufacturers of
wire products. The Company manufactures and markets concrete
reinforcing products, tire bead wire and industrial wire for a
broad range of construction and industrial applications.


IT GROUP: Committee Gets Okay for Proposed Solicitation Protocol
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the IT Group
Debtors sought and obtained Court approval to establish procedures
and relevant deadlines in connection with the solicitation and
tabulation of votes to accept or reject the Joint Reorganization
Plan it filed with the Debtors.

Judge Walrath approves the Committee's solicitation procedures
with these modifications:

   (a) The Plan Confirmation Hearing will be held on March 29,
       2004 at 4:00 p.m.;

   (b) The deadline for creditors to vote on the acceptance or
       rejection of the Plan is March 22, 2004 at 4:00 p.m.;

   (c) The deadline to file objections to the confirmation of the
       Plan is March 22, 2004 at 4:00 p.m.;

   (d) Disputed Claim Holders have until March 12, 2004 at 4:00
       p.m., to file a Rule 3018 Motion for the temporary
       allowance of their claims for voting purposes; and

   (e) Logan & Company will serve as both Solicitation and
       Tabulation Agent.

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)  


KMART CORP: Wants Overstated Castrol & Tecmo Claims Reduced
-----------------------------------------------------------
Kmart Corporation and its debtor-affiliates object to Castrol,
Inc.'s $3,486,233 claim, and ask the Court to reduce it to
$2,765,922.  The Debtors also ask Judge Sonderby to reduce Tecmo,
Inc.'s $545,256 claim to $457,843.

The Debtors determined that each of these unsecured claims seeks
an amount greater than that reflected as owing on Kmart's books
and records. (Kmart Bankruptcy News, Issue No. 69; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MAGELLAN HEALTH: Court Clears Humana Claims Settlement Agreement
----------------------------------------------------------------
As previously reported, Humana Insurance Company, Humana Health
Insurance Company of Florida, Inc., Humana Health Plan of
Florida, Inc. and Humana Medical Plan, Inc. timely filed an
unsecured claim -- Claim No. 2639 -- in the Magellan Health
Services Debtors' Chapter 11 cases for $9,120,780.  The Claim is
based on contractual obligations under various contracts between
one of the Debtors and one or more of the Humana Entities for
services in the Florida markets.

Pursuant to the Contracts, the Debtors provided managed
behavioral health care services to the Humana Entities.  The
Contracts terminated by their own terms between December 2002 and
March 2003.  

On August 18, 2003, the Debtors sought to reduce the Claim to
$3,638,968.  On September 22, 2003, the Humana Entities objected
to the proposed reduction of their claim.

the Debtors and the Humana Entities resolved the dispute amicably
and engaged in arm's-length discussions, which culminated in the
compromise and settlement of the Claim.

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

   (1) The Humana Entities will have an Allowed General Unsecured
       Claim for $4,250,000 in full settlement of the Claim.  The
       Humana Entities will receive a distribution on the Allowed
       Claim in accordance with the Plan; and

   (2) The Humana Entities will be deemed to not elect to
       participate in the Partial Cash-Out Election pursuant to
       Section 4.9(b) the Plan.

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)  


MALAN REALTY: Raises $2.9 Million From Sale of Two Properties
-------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered real
estate investment trust (REIT), announced that it has completed
the sale of a shopping center and a parcel of vacant land.

The 96,268 square-foot shopping center is located in Fairview
Heights, Illinois, east of St. Louis. The vacant land parcel is
located in Lawrence, Kansas. Net cash proceeds to Malan from the
two transactions were approximately $2.9 million.

Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In
August 2002, the company's shareholders approved a plan of
complete liquidation.  The company owns a portfolio of 26
properties located in eight states that contains an aggregate of
approximately 2.1 million square feet of gross leasable area.


MARSH SUPERMARKETS: Amends SEC Forms 10-K & 10-Q for 2003
---------------------------------------------------------
Marsh Supermarkets (Nasdaq:MARSA) (Nasdaq:MARSB) amended its Form
10-K for the year ended March 29, 2003, and the Forms 10-Q for the
quarters ended June 21, 2003, and October 11, 2003, related to an
evolving interpretation of the application of Emerging Issues Task
Force Issue No. 02-16, Accounting by a Customer (Including a
Reseller) for Certain Consideration Received from a Vendor ("EITF
02-16"). EITF 02-16 became effective for vendor contracts entered
into or modified on or after January 1, 2003.

Don E. Marsh, Chairman and Chief Executive Officer, stated, "Prior
to the adoption date of EITF Issue No. 02-16, and with its outside
advisors, the Company reviewed its accounting policies with
respect to the EITF, and believed that it was in compliance with
the new pronouncement. However, in connection with a routine
periodic review of our filings, we engaged in discussions with the
Corporate Finance staff of the U.S. Securities and Exchange
Commission and our independent auditors regarding our policy of
recognizing slotting allowances and similar vendor consideration
when the Company had fulfilled its contractual obligations and
collection was probable. As a result of those discussions, we
changed our policy to include these allowances as a reduction of
inventory value. We are therefore amending the Form 10-K for the
year ended March 29, 2003 and the Forms 10-Q for the quarters
ended June 21, 2003, and October 11, 2003, to account for the
change in methodology on a prospective basis, effective January 1,
2003. I want to emphasize that this represents a non-cash charge
that does not affect the economics of the business, and we do not
expect any material impact from the change in future quarters."

The amendments resulted in a non-cash charge of $5.6 million ($3.6
million net of income taxes) for the year ended March 29, 2003,
and additional income of $0.7 million ($0.4 million after tax) and
$0.5 million ($0.3 million after tax) for the quarters ended June
21, 2003 and October 11, 2003, respectively. There was no material
impact from this accounting change for the quarter ended January
3, 2004.

In a separate press release, the Company also announced the
results of operations for the quarter ended January 3, 2004. Net
income for the quarter was $2,324,000 compared to $1,229,000 last
year -- an 89% improvement. Diluted earnings per common share were
$0.29 compared to $0.15 last year. Marsh stock has a dividend
yield of approximately 3.9%. Please refer to the separate press
release discussing those results.

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

                            *   *   *

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

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


MARSH SUPERMARKETS: Third Quarter Net Income Up by 89%
------------------------------------------------------
Marsh Supermarkets, Inc. (Nasdaq:MARSA) (Nasdaq:MARSB) reports
results of operations for the 12 weeks ended January 3, 2004.

Net income for the quarter was $2,324,000 compared to $1,229,000
last year -- an 89% improvement. Diluted earnings per common share
were $0.29 compared to $0.15 last year.

Total revenues for the third quarter were $388,771,000 compared to
$382,711,000 last year -- a 1.6% increase. Total sales in
comparable supermarkets and convenience stores were slightly
better than last year, up 0.04%. Comparable store merchandise
sales which exclude gasoline decreased 0.8%. The comparable store
merchandise sales decline is believed to be attributable to a weak
economy, high unemployment, and competitive new supermarket square
footage. The Company excludes gasoline sales from its analysis of
comparable store merchandise sales because retail gasoline prices
fluctuate widely and frequently.

During the third quarter, the Company opened one new Marsh
supermarket and acquired one supermarket that is being operated
under the LoBill Foods banner. One Village Pantry convenience
store was closed.

Subsequent to quarter end, another new Marsh supermarket opened,
and two Village Pantry convenience stores were closed.

"The new Marsh stores are Lifestyle stores and have a new
innovative design and layout based on our customers' lifestyles
and shopping behavior. Our vision for the future is reflected in
these stores," said Don E. Marsh, Chairman and Chief Executive
Officer. "Currently, Marsh stock has a strong dividend yield of
approximately 3.9%."

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

                       *   *   *

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

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


MEDMIRA: Seeks to Raise Funds Through Convertible Debenture Issue
-----------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR) reached agreement with Channel
Financial Group Ltd of Montreal to act as an advisor for the
company to raise capital of up to $3 million through the issuance
of convertible debentures, in a transaction that will close on or
about March 31, 2004.

The debentures feature a 15% interest rate with a royalty on sales
capping the return at 25%. The debentures have a 1-year term and
are convertible into common shares of MedMira at $0.85 per share.

Channel Financial Group Ltd. -- http://www.channelfg.com/-- is a  
financial services company specializing in assisting life science
and technology companies to attract investment capital and to
identify, plan and execute business development opportunities. CFG
deals with both public and private companies, focusing primarily
on North American firms in need of expansion capital.

George Ecker, President and CEO of Channel Financial Group stated,
"CFG understands the Canadian biotech landscape and strives to
direct sophisticated international investors to investment
opportunities." Ecker continued, "We know MedMira well, through
our investigations of business opportunities in the biotech
sector, both in Canada and abroad, and we are very positive about
the range of MedMira products, their world-wide approvals, and
their sales opportunities. Channel is pleased to assist by raising
the resources to allow MedMira to fully take advantage of their
strong market position."

Stephen Sham, Chairman and CEO of MedMira observed, "we are
pleased to have as active a partner as Channel, as this financing
will allow MedMira to move quickly to further enhance production
efficiencies and to continue with several important regulatory
initiatives, enhancing products for the USA and introducing
products to other markets."

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

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

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


METALS USA: Reports Profitable Fourth Quarter and 2003 Year End
---------------------------------------------------------------
Metals USA, Inc. (Amex: MLT), a leader in the metals processing
and distribution industry, announced results for the three months
and full year ended December 31, 2003. Net income for the fourth
quarter of 2003 was $2.6 million, or $0.13 per share. For the full
2003 year, net income was $7.5 million, or $0.37 per share. Net
income and earnings per share comparisons for the same periods
last year have not been presented due to the significance of that
year's adjustments, primarily fresh-start accounting,
reorganization expenses and the reorganization gain aggregating
$52.6 million (pre-tax), which were recognized upon the successor
entity's emergence from chapter 11 proceedings on October 31,
2002.

Sales for the fourth quarter of 2003 were $249.5 million, compared
to a combined amount for the successor and predecessor company of
$229.2 million for the fourth quarter of 2002. Operating income
for the fourth quarter of 2003 was $4.0 million, compared to a
combined operating loss for the successor and predecessor company
of ($11.5) million for the fourth quarter of 2002.

Sales for the year ended December 31, 2003 were $963.2 million,
compared to a combined amount for the successor and predecessor
company of $962.0 million for 2002. Operating income for the full
year of 2003 was $16.4 million, compared to a combined operating
loss for the successor and predecessor company of ($3.5) million
last year.

C. Lourenco Goncalves, President and CEO stated, "I want to thank
all Metals USA employees who have supported and adopted our new
ways to manage relationships and resources. Despite challenging
market conditions, our fourth quarter results represent our third
consecutive profitable quarter. At this point, I am completely
confident that the stage is set for continuing improved
performance going forward."

Mr. Goncalves continued, "Metal prices have been increasing
dramatically over the last several months and supplies are tight.
In such circumstances our primary objective is to keep our
customers supplied with competitively priced material. The
relationships we have forged with our suppliers have been the key
to accomplishing just that. As far as our service center business
is concerned, we expect the recent growth in metal consumption to
continue its present pace. We are prepared to meet the increased
demand." On a final note, Mr. Goncalves stated, "The Metals USA
Building Products Group continues to distinguish itself as a
premier, value-added business. We have aggressive plans for 2004,
with new product offerings as well as geographic expansion. We
look forward to growing this segment of our business."

"Metals USA, Inc. is a leading metals processor and distributor in
North America. Metals USA provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, specialty
metals, and building products markets. For more information, visit
the company's website at http://www.metalsusa.com/  


MIRANT CORP: Taps Osler Hoskin as Special Canadian Counsel
----------------------------------------------------------
The Mirant Corp. Debtors seek the Court's authority to
employ Osler, Hoskin & Harcourt LLP as their special Canadian
counsel as of September 1, 2003, pursuant to Section 327(e) of
the Bankruptcy Code.

The Debtors engaged Osler in connection with the Canadian
Proceedings to represent Mirant and those of its United States
and Canadian affiliates that are not debtors in such proceedings
and of which Mirant is the largest unsecured creditor.

Since early September 2003, Michelle C. Campbell, Esq., at White
& Case LLP, in Miami, Florida, informs Judge Lynn that Osler has
advised the Debtors with respect to their interest in the
Canadian CCAA proceedings.  Specifically, Osler represented, and
will continue to represent the Debtors in connection with:

   (a) the filing of claims for Mirant Corporation, Mirant
       Services LLC, Mirant American Energy Marketing
       Investments, Inc., and Mirant Americas Energy Marketing
       LP in relation to actual and contingent claims against
       the Canadian Debtors for sums in excess of
       CN$1,000,000,000;

   (b) the filing of Disputed Notices in respect of the Canadian
       Debtors' disallowance of significant portions of the
       Debtors' claims;

   (c) participation in the ongoing process to resolve the
       Claims and additional issues between the related parties;

   (d) involvement in the exit strategy of Mirant Corporation,
       being the sale of the Canadian business;

   (e) the application by Paramount Resources Ltd. to be paid
       out for prepetition debts;

   (f) claims filed by Enron Canada Corporation against the
       Debtors and Canadian Debtors;

   (g) dealings with TransCanada Pipelines Ltd. in relation to
       certain letters of credit guaranteed by Mirant
       Corporation and for which it is liable; and

   (h) representation of the Debtors' interest in the ongoing
       Canadian CCAA proceedings.

Tristram J. Mallett, Esq., Managing Partner at Osler, assures the
Court that the members, counsels and associates of Osler do not
have any connection with or any interest adverse to the Debtors,
their creditors or any other party-in-interest on the matters for
which the Debtors seek to retain Osler.

Mr. Mallett tells the Court that Osler received a CN$75,000
retainer and executed an engagement letter on the understanding
that the engagement would be subject to the Court's approval.  
Osler continues to hold the retainer in an interest bearing
account, and will seek the Court's approval before drawing down
on that retainer.

The Debtors agreed to compensate Osler based on the firm's
regular hourly rates and reimburse all reasonable expenses.  
Osler's current hourly rates for attorneys and paraprofessionals
range from $100 to $550.  These rates are subject to periodic
change in the ordinary course of business to reflect economic and
other conditions.

                          *     *     *

In the interim, Judge Lynn authorizes the Debtors to employ Osler
effective as of September 1, 2003.  If no objection is filed with
the Court by March 1, 2004, the Order will become final on
March 2, 2004. (Mirant Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MORGAN STANLEY: Fitch Takes Rating Actions on Series 1997-RR Notes
------------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I Inc. commercial
mortgage-backed securities pass-through certificates, series 1997-
RR, as follows:

        -- $45.9 million class B to 'AAA' from 'A';
        -- $35.3 million class C to 'AAA' from 'BBB';
        -- $85.6 million class D to 'AA' from 'BB';
        -- $30.2 million class E to 'A' from 'BB-';
        -- $98.2 million class F to 'BB-' from 'B'.

The following classes are affirmed:

        -- $22.1 million class G-1 at 'B-';
        -- $18.2 million class G-2 at 'B-'.

Fitch does not rate classes H-1 and H-2 and class A has been paid
in full. The rating actions follow Fitch's review of the
transaction, which closed in November 1997.

The certificates are secured by 42 subordinate commercial mortgage
pass-through certificates from 23 separate commercial mortgage
securitizations. The underlying transactions were securitized from
1994 to 1997 by various issuers and are secured by a variety of
property types. The aggregate pool certificate balance of the
underlying transactions as of the January 2004 distribution date
was $7.5 billion, down 51% from $15.4 billion at issuance. The re-
remic's overall certificate balance has decreased by approximately
27% to $371.1 million, from $503.7 million at issuance.

As of the January 2004 distribution date, total delinquencies
calculated as a percentage of the underlying transactions'
aggregate certificate balance were as follows: 0.8% --30 days
delinquent; 0.4% --60 days delinquent; and 3.3% --90 days
delinquent. Delinquency levels remained unchanged since last
review for the 30- and 60-day delinquencies; however, 90-day
delinquencies have increased 120% from the prior review of 1.5%.
The re-remic has experienced approximately $48.5 million in losses
affecting the unrated class H-2 and H-1 certificates from the
resolution of 40 specially serviced loans in the underlying
transactions since issuance. Factors responsible for the upgrades
to investment-grade classes are the improvement of the re-remic
subordination levels as a result of the amortization and paydown.

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


NATIONAL BENEVOLENT: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: The National Benevolent Association of the
             Christian Church (Disciples of Christ)
             aka NBA
             aka National Benevolent Association
             11780 Borman Drive
             Saint Louis, Missouri 63146-4157
             
Bankruptcy Case No.: 04-50948

Debtor affiliates filing separate chapter 11 petitions:

Entity                                         Case No.
------                                         --------
Patriot Heights, Inc.                          04-50945
Barton W. Stone Christian Home                 04-50950
California Christian Home                      04-50951
CHANCE, Inc.                                   04-50952
The Christian Retirement Center of Longview,   04-50953
   Texas
Christian Services for Children in Alabama,    04-50954
   Inc.
Colorado Christian Home                        04-50955
Cypress Village, Inc.                          04-50956
Emily E. Flinn Community, Inc.                 04-50957
Florida Christian Center, Inc.                 04-50958
Foxwood Springs Living Center                  04-50960
Gateway Homes, Inc.                            04-50961
Greater Indianapolis Disciples Housing Inc.    04-50962
Kansas Christian Home, Inc.                    04-50963
Kennedy Memorial Christian Home, Inc.          04-50964
Lenoir, Inc.                                   04-50965
National Benevolent Foundation                 04-50966
Oklahoma Christian Home, Inc.                  04-50967
Ramsey Home                                    04-50968
Serra Residential Center, Inc.                 04-50969
Southern Christian Home, Inc.                  04-50970
St. Louis Christian Home                       04-50971
The Olive Branch                               04-50972
Village at Skyline                             04-50973
Woodhaven Learning Center                      04-50970

Type of Business: The Debtor manages more than 70 facilities
                  financed by the Department of Housing and
                  Urban Development (HUD) 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.
                  See http://www.nbacares.org/

Chapter 11 Petition Date: February 16, 2004

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtors' Counsel: Alfredo R. Perez, Esq.
                  Weil, Gotshal & Manges, LLP
                  700 Louisiana Street, Suite 1600
                  Houston, TX 77002
                  Tel: 713-546-5040
                  Fax: 713-224-9511

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 40 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
UMB Bank                      Bond Debt             $150,865,000
Trustee for Bondholders
2401 Grand Blvd., Suite 200
Kansas City, MO 64108-2551

KBC Bank                      Letter of Credit       $63,294,223
125 West 55th Street          Reimbursement
New York, NY 10019            Obligation

US Bank
1 Firstar Plaza Mail Code
SL-MO-T7CP, 7th Floor
St. Louis, MO 63101

First Bank
11901 Olive Boulevard
Creve Coeur, MO 63141

National Cooperative Bank
1725 Eye NW, Suite 600
Washington, D.C. 20006

First Bank                    Bank Debt               $7,000,000
11901 Olive Boulevard
Creve Coeur, MO 63141

First National Bank of
St. Louis
7707 Forsyth Boulevard
St. Louis, MO 63105

Sysco Corporation             Trade Debt                $299,674
1390 Enclave Parkway
Houston, TX 77077

Rehabilitation Works          Trade Debt                $229,625

Aramark Corporation           Trade Debt                $106,522

Ben Cole Painting             Trade Debt                 $58,250

Skyline Construction          Trade Debt                 $46,158

U.S. Foodservice, Inc.        Trade Debt                 $32,542

Morrison Management           Trade Debt                 $25,463
Specialist

Ammon Painting                Trade Debt                 $23,200

Boone Electric Cooperative    Trade Debt                 $16,600

Atkinson's Healthcare         Trade Debt                 $15,286
Provider

Holt Construction Services,   Trade Debt                 $14,978
Inc.

Martin Bros Distributing Co.  Trade Debt                 $13,521

American Pharmaceutical Svcs  Trade Debt                 $10,577

Gordon Food Service           Trade Debt                 $10,281

Gulf South Medical Supply,    Trade Debt                 $10,075
TDR

Winter Maintenance &          Trade Debt                  $9,371
Landscaping Inc.

Comcast Corporation           Trade Debt                  $8,222

Westar Energy                 Trade Debt                  $8,198

Hawkeye Food Service          Trade Debt                  $7,384
Distribution

Medline Industries, Inc.      Trade Debt                  $7,264

Roberts Plumbing Service      Trade Debt                  $6,870

AmerenUE                      Trade Debt                  $6,767

McKesson Medical-Surgical     Trade Debt                  $6,285

Advanced Imagining Services   Trade Debt                  $6,058

San Antonio Water System      Trade Debt                  $6,000

Dulaney Exterior Solutions,   Trade Debt                  $5,769
Inc.

Floor Covering Unlimited      Trade Debt                  $5,563

Oak Farms Dairy               Trade Debt                  $5,448

MFA Oil Company               Trade Debt                  $5,197

Unisource                     Trade Debt                  $4,626

Aegis Therapies               Trade Debt                  $4,612

Bill Lee's Heating & Air      Trade Debt                  $4,538
Conditioning

Full Circle Landscaping       Trade Debt                  $4,458

Graphic Links                 Trade Debt                  $4,446

Kilgores Medical Pharmacy     Trade Debt                  $4,196

Worldwide Pest Control        Trade Debt                  $3,982

W.W. Gay Fire & Integrated    Trade Debt                  $3,970


NAT'L BENEVOLENT: Fitch Maintains DD Rating After Ch. 11 Filing
---------------------------------------------------------------
Fitch Ratings learned that the National Benevolent Association
filed for Chapter 11 bankruptcy in San Antonio, Texas. In prior
press releases, Fitch continuously stated that bankruptcy was a
likely option for NBA absent any debt restructuring with
creditors. Substantial differences between the involved parties
were irreconcilable and ultimately resulted in this decision.
NBA's filing for bankruptcy has already been incorporated in their
'DD' Rating. Entities rated in this category have defaulted on
some or all of their obligations and potential recoveries in a
liquidation range from 50%-90%. However, potential recovery values
are highly speculative and cannot be estimated with any precision.
As noted before, Fitch believes the settlement with Bank of
America (65%) was a material event regarding potential ultimate
recovery value.

Fitch will continue to monitor NBA and will comment when further
information is released.


NATIONAL CENTURY: Asks Judge Calhoun to Disallow BRMC's Claim  
-------------------------------------------------------------
According to Charles M. Oellermann, Esq., at Jones, Day, Reavis &
Pogue, in Columbus, Ohio, prior to the Petition Date, National
Century Debtors NCFE, NPF VII, NPF X, NPF LP, NPF WL, and NPF XII
were sued by their former provider client, Boston Regional Medical
Center, Inc., in an adversary proceeding in the United States
Bankruptcy Court for the District of Massachusetts, Eastern
Division.  The complaint alleged breaches of the Sales and
Subservicing Agreement between BRMC and the NCFE Defendants, as
well as breaches of alleged financing agreements in connection
with a proposed sale of the hospital.  BRMC sought to recover
$12,000,000 in purported Reserve Account overages held by the
NCFE Defendants.

NPF XII and NCFE also filed proofs of claim in BRMC's bankruptcy
case asserting unsecured claims for $8,527,722 and $489,596.  In
addition, NPF X, Inc. filed three proofs of claim asserting
secured claims for $1,225,995, $434,932 and $609,851.

The NCFE Defendants and BRMC eventually reached an agreement to
resolve all claims asserted against the NCFE Defendants.  The
proposed agreement was memorialized in a Settlement Agreement
executed on October 10, 2001.  Under the proposed settlement, the
NCFE Defendants were to wire $5,300,000 to an escrow account, of
which $3,799,652 cash was to be returned to the NCFE Defendants
if the settlement was not approved.  The Boston Bankruptcy Court
never approved the settlement, and no final order approving the
settlement was ever entered by any other court.  The Boston
Adversary Proceeding is currently stayed.

Subsequently, the Debtors made demands on BRMC for the return of
the Cash portion of the settlement.  BRMC refused to return the
Cash, and the Debtors instituted a turnover action in these
cases.  The Cash remains on deposit in a separate interest-
bearing account at the Boston Federal Savings Bank, in the name
of Hanify & King PC Escrow for BRMC.

On April 21, 2003, BRMC filed Claim No. 338, a secured claim in
an unliquidated amount for "Funds on deposit with Boston Regional
Medical Center, Inc."  BRMC asserts that it is entitled to the
Cash currently held in escrow.  BRMC further asserts that if
Judge Calhoun grants the Debtors' claim for turnover of the Cash,
the BRMC claim is premised on the various causes of action set
forth in the Boston Adversary Proceeding.  

Accordingly, the Debtors ask Judge Calhoun to disallow BRMC's
Claim No. 338, pursuant to Section 502 of the Bankruptcy Code and
Rules 3001 and 3007 of the Federal Rules of Bankruptcy Procedure.

Mr. Oellermann asserts that the BRMC Claim should be disallowed
on the basis that it is subject to valid defenses.  The BRMC
Claim is the subject of a turnover proceeding that has been fully
briefed and is pending before the Ohio Bankruptcy Court.  
Furthermore, the claims underlying the Boston Adversary
Proceeding are likewise subject to numerous defenses, including
set-off or recoupment based on the proofs of claim filed by NPF
X, NPF XII and NCFE.

Mr. Oellermann adds that the BMRC Claim is also subject to other
defenses previously asserted by NCFE:

   (a) NCFE argued and BRMC agreed that reserve overages were
       retained to offset $20,000,000 in collections that had
       been wrongfully diverted by the hospital.  The reserve
       overages were applied to reduce BRMC's obligations with
       the express consent of the hospital's senior operating
       officers, and consistent with the Sale and Subservicing
       Agreement and Client Orientation Manual;

   (b) The application of the reserve overages was clearly
       disclosed to BRMC on a weekly basis throughout 1997 and
       1998, without objection by the hospital, thus confirming
       its implied consent to the transactions; and

   (c) NCFE was entitled to apply the reserve overages under the
       doctrine of common law recoupment.

In addition, BRMC "tort" claims arose from its allegation that
NCFE had somehow promised a third party that it would provide it
with the financing necessary to acquire BRMC.  Mr. Oellermann
explains that under Massachusetts law, the so-called "guarantees"
were simply letters of interest to the potential acquirer that
lacked the terms and conditions of a firm commitment.  More
importantly, loan agreements "do not confer third party
beneficiary status on persons who simply expect to be paid from
loan proceeds."

Finally, Mr. Oellermann emphasizes, the BRMC Claims should be
disallowed to the extent that BRMC seeks to assert an ownership
interest in the purported overage amounts in the Debtors' Reserve
Accounts.  BRMC filed its bankruptcy petition on February 4, 1999
and ceased its operations at that time.  Thus, Mr. Oellermann
points out, it has been more than three years since any
collections attributable to the BRMC receivables flowed into any
NCFE collection or reserve accounts.  Any collection account into
which BRMC collections would have flowed has been swept to zero
numerous times.  Thus, BRMC cannot assert an ownership interest
in the funds. (National Century Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NET PERCEPTIONS: Obsidian Enterprises Opposes Liquidation Plan
--------------------------------------------------------------
Obsidian Enterprises, Inc. (OTC Bulletin Board: OBSD), a holding
company headquartered in Indianapolis, announced that it has filed
preliminary proxy materials with the Securities and Exchange
Commission that will permit Obsidian to solicit proxies from
shareholders of Net Perceptions, Inc. (Nasdaq: NETP) opposing the
plan of liquidation proposed by the Net Perceptions Board of
Directors.

Timothy S. Durham, Chairman and CEO of Obsidian, stated, "If the
plan of liquidation proposed by the Net Perceptions Board of
Directors is a superior alternative, it is not at all clear to us
why it is necessary for the Net Perceptions Board of Directors to
maintain anti-takeover impediments to their shareholders' ability
to evaluate and accept alternatives. We believe it is time for the
Net Perceptions Board of Directors to remove its poison pill and
other anti-takeover impediments and let the shareholders who have
the most at stake here determine their own destiny. After taking
millions of dollars off the table in the form of stock sales and
compensation, failing to find a buyer for the company and
generally being the people most responsible for Net Perceptions'
dismal performance, it is surprising that the management and Board
of Directors of Net Perceptions now believes they are the only
people qualified to determine which alternative the Net
Perceptions shareholders may evaluate and accept."

The identity of the participants in the solicitation (as defined
by Schedule 14A) and a description of their direct or indirect
interests are included under the captions "Other Information" and
"Schedule I - Information Concerning Personals Who May Solicit
Proxies" in the preliminary proxy materials filed by Obsidian with
the SEC today.

Obsidian filed a Registration Statement on Form S-4 and a Tender
Offer Statement with the Securities and Exchange Commission on
December 15, 2003 and an amendment to each on December 17, 2003.
Obsidian filed additional amendments to the Tender Offer Statement
on December 23, 2003, and January 21, 2004.

The offer is scheduled to expire at 5:00 PM, New York City time,
on February 20, 2004, unless the offer is extended. The offer is
subject to certain conditions, including that:

     * Net Perceptions take appropriate action to cause their
       poison pill to not be applicable to the offer;

     * Obsidian be satisfied that Section 203 of the Delaware
       General Corporation Law will not be applicable to the
       contemplated second-step merger; and

     * stockholders tender at least 51% of the outstanding shares
       of common stock of Net Perceptions.

The Exchange Agent for the exchange offer is StockTrans, Inc., 44
West Lancaster Avenue, Ardmore, Pennsylvania 19003. The
Information Agent for the exchange offer is Innisfree M&A
Incorporated, 501 Madison Avenue, 20th Floor, New York, New York
10022. You may contact Innisfree M&A at (888) 750-5834 if you had
additional questions about the proposed transaction.

Obsidian is a holding company headquartered in Indianapolis,
Indiana. It conducts business through its subsidiaries: Pyramid
Coach, Inc., a leading provider of corporate and celebrity
entertainer coach leases; United Trailers, Inc., and its division,
Southwest Trailers, manufacturers of steel-framed cargo, racing
ATV and specialty trailers; U.S. Rubber Reclaiming, Inc., a butyl-
rubber reclaiming operation; and Danzer Industries, Inc., a
manufacturer of service and utility truck bodies and steel-framed
cargo trailers.


OM GROUP: Will Not Be Able to Make Q4 Earnings Release On Time
--------------------------------------------------------------
OM Group, Inc. (NYSE: OMG) reported the company will delay
announcing its 2003 fourth quarter and full year results. OM Group
is in the process of responding to comments from the staff of the
Division of Corporation Finance of the Securities and Exchange
Commission (SEC) that relate to previous company filings with the
Commission.

The SEC comments include OMG's application of accounting standards
related to the company's inventory valuation, including the
calculation and timing of its lower-of-cost-or-market adjustments.
In conjunction with its response to the SEC's comments, the
company is evaluating whether the FIFO method of inventory
valuation would result in improved financial reporting. The
company's chief financial officer and the audit committee of the
board of directors, in consultation with the company's independent
auditors, are directing the evaluation to determine whether a
change to FIFO would be preferable in the company's circumstances.

James P. Mooney, chairman and chief executive officer, stated,
"Our discussions with the SEC staff are continuing. We hope to
resolve any issues promptly so that our 2003 results can be
announced and our Form 10-K for 2003 can be filed as soon as
possible. It's clear, however, that the work required will not be
completed in time to permit the previously scheduled February 19
earnings release.

"While this process continues, our operating team remains focused
on strategic business opportunities associated with current strong
market conditions. The combination of high metal prices and
strengthening demand in many of our end markets, offset to some
extent by the strong Euro, should result in the company delivering
higher sales, improved margins, and increased operating profit in
the first quarter of 2004 compared to the same period a year ago.
We will provide more details on our assumptions and expectations
for the full year 2004 when we report the financial results for
the fourth quarter and full year 2003," Mooney concluded.

OM Group, Inc. (S&P, B+ Corporate Credit Rating, Stable) is a
leading, vertically integrated international producer and marketer
of value-added, metal-based specialty chemicals and related
materials. Headquartered in Cleveland, Ohio, OM Group operates
manufacturing facilities in the Americas, Europe, Asia, Africa and
Australia. For more information on OM Group, visit the Company's
Web site at http://www.omgi.com/


ONE PRICE CLOTHING: Turns to Clear Thinking for Financial Advice
----------------------------------------------------------------
One Price Clothing Stores, Inc., and its debtor-affiliates are
asking permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain and employ Clear Thinking Group,
Inc. as Financial Advisor in their chapter 11 cases.

The Debtors have retained Clear Thinking since March 2003 to
assist in providing financial analysis of current performance,
monitoring of use of cash and assisting the company in its
recapitalization efforts.

As of the Petition Date, the Debtors have determined that the
continued retention of Clear Thinking is appropriate, as well as
appointing Lee Diercks as Chief Restructuring Officer.

Clear Thinking will provide Financial Advisory Services that
include:

     a) disposition of any or all of the assets of the Debtors;

     b) monitoring and controlling the disbursements and
        expenses of the Debtors pending disposition of any or
        all of the assets of the Debtors, consistent with the
        DIP budget approved by the Debtors and accepted by the
        Debtors' lenders;

     c) otherwise assisting in the wind down of the Debtors'
        businesses;

     d) assisting the Debtors in assuring compliance with the
        terms of any DIP loan;

     e) working with special bankruptcy counsel to the Debtors
        with respect to disputes arising from or related to any
        future filing for chapter 11 protection by the Debtors;
        and

     f) such other activities as may be approved by the Board of
        Directors of the Debtors and agreed to by CTG.

For the professional services Clear Thinking's compensation shall
consist of:

          a) a $100,000 monthly fee; and
          
          b) hourly fees of:

               Lee Diercks      $350 per hour
               Principals       $350 per hour
               Managers         $300 per hour
               Consultants      $250 per hour
               Analysts         $150 per hour
               Administrative   $75 per hour

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


OVERSEAS SHIPHOLDING: S&P Assigns BB+ Rating to $150M Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to Overseas Shipholding Group Inc.'s
proposed $150 million 7.50% senior unsecured notes, which mature
in February 2024. The debt will be issued under its $500 million
SEC Rule 415 shelf registration and used for general corporate
purposes. At the same time, Standard & Poor's affirmed all ratings
on Overseas Shipholding Group, including its 'BB+' corporate
credit rating. The rating outlook is stable. New York, N.Y.-based
Overseas Shipholding Group is engaged primarily in the ocean
transportation of crude oil and petroleum products. Pro forma for
the notes offering, the company will have approximately $900
million in lease-adjusted debt.

"Ratings on Overseas Shipholding reflect the company's
participation in the volatile, highly fragmented, capital-
intensive bulk ocean shipping industry, and historically volatile
earnings," said Standard & Poor's credit analyst Kenneth L. Farer.
"Positive rating factors include the company's business position
as a leading operator of tankers, with a diversified customer base
of oil companies and governmental agencies, and a relatively solid
balance sheet," the analyst continued.

At Dec. 31, 2003, Overseas Shipholding's fleet consisted of 52
oceangoing vessels, totaling 9 million deadweight tons (dwt). The
company's fleet size is substantial, with vessels that are
relatively modern due to an ongoing fleet renewal program, which
has been replacing older, typically single-hull vessels with new
double-hulled vessels. The company participates in commercial
pools with other owners of modern vessels to provide additional
flexibility and high levels of service to customers, while
providing scheduling efficiencies to the overall pool.

Tanker rates increased dramatically in the fourth quarter of 2002
and continued at fairly strong levels in 2003 and 2004, as a
result of the strong demand for oil and a fairly balanced level of
ship capacity. Rates are expected to remain above average in 2004,
with continued premiums paid for double-hulled tankers due to
heightened environmental concerns and the Oct. 21, 2003,
acceleration of the phase-out of single-hull vessels carrying
heavy grades of oil by the EU. In December 2003, the International
Maritime Organization, a specialized agency of the United Nations
responsible for improving international shipping safety and
prevention of marine pollution, announced phase-out plans similar
to the plan enacted by the EU. These rules will not negatively
affect Overseas Shipholding immediately as all of its non-double-
hulled tankers are allowed to continue operating through 2010.

The improved tanker market, even if it weakens somewhat, should
enable the company to maintain its credit profile. The volatile
tanker markets and periodic, significant investment requirements
of the shipping industry limits the potential for an upgrade.


PG&E NATIONAL: ET Gas Gets Okay for iQ2 Settlement Agreement
------------------------------------------------------------
On March 1, 1998, PG&E Energy Trading, Canada Corporation, a
corporation duly incorporated under the laws of the Province of
Alberta, Canada, was established as a wholly owned subsidiary
of NEGT Energy Trading - Gas Corporation.  On September 12, 2000,
ET Canada obtained an equity stake in iQ2 Power Corporation and
iQ2 Communications Corporation, pursuant to which ET Canada owned
50% of the common stock of each of these companies.  ET Canada
and ET Gas made a series of direct and indirect loans to both iQ2
Power and iQ2 Communications.

iQ2 Power is a retail provider of electricity in the Alberta,
Canada area, competing with other retail providers.  iQ2
Communications is primarily in the business of developing
electronic communication devices, designed to keep track of
people, motor vehicles and other items, utilizing iQ2 Power's
customer base and support system to promote its sales and
service.

Between September 12, 2000 and November 30, 2002, to secure the
obligations and liabilities of iQ2 Power, ET Canada posted a
CN$1,000,000 cash collateral on iQ2 Power's behalf in favor of
the Government of Alberta, and CN$3,400,000 on iQ2 Power's behalf
in favor of the Power Pool of Alberta.  iQ2 Power acknowledged
and agreed that ET Canada or its assignee was entitled to the
return of the CN$4,400,000 iQ2 Power Collateral if and when it
was released.

ET Canada also advanced additional unsecured funds aggregating
CN$1,575,000 to iQ2 Power -- the Seminole Debt.  After November
2002, ET Canada again advanced CN$2,400,000 in additional
unsecured funds to iQ2 Power, which iQ2 Power posted as cash
collateral with its counterparties to secure payment and
performance of its obligations with the counterparties -- the
Credit Support Debt.

Periodically from July 2001 through January 2003, ET Canada also
provided unsecured loans or advances aggregating CN$4,100,000 to
iQ2 Communications -- the iQ2 Communications Debt.

On February 23, 2003, ET Gas entered into a Share Purchase
Agreement with the Seminole Canada Gas Company whereby all of the
issued and outstanding shares in the capital of ET Canada was to
be sold by ET Gas to the Seminole Canada Gas Company.  
Subsequently, on March 19, 2003, ET Canada was renamed as the
Seminole Canada Gas Corporation.

On March 18, 2003, and before the closing of the Seminole
Transaction, certain agreements for the reorganization of ET
Canada and its subsidiaries, iQ2 Power and iQ2 Communications,
were reached, as a condition precedent to the Seminole
Transaction.  While ET Canada -- later Seminole -- retained
certain of its rights, such as full title and interest in the iQ2
Communications Debt, other rights of ET Canada were modified and
altered.

As a part of ET Canada's reorganization, ET Canada assigned,
transferred and conveyed to ET Gas all of its rights, title and
interest in the iQ2 Power Collateral.  ET Gas entered into an
assignment agreement confirming this transfer.  iQ2 Power and its
shareholders consented.  iQ2 Power also pledged to exercise both
its "reasonable best efforts" and "reasonable commercial efforts"
to attempt to arrange for a replacement collateral for the iQ2
Power Collateral.

In addition, as a part of the ET Canada Reorganization, ET Canada
assigned all of its shares in iQ2 Power and iQ2 Communications,
and all of its rights under the related Shareholder Agreements,
to Parkhill Energy Management Ltd., a Canadian corporation, and a
wholly owned subsidiary of ET Gas -- all with the consent of iQ2
Power, iQ2 Communications, and their shareholders.

The Seminole Transaction later closed.  As a part of that
transaction, Seminole agreed to pay to ET Gas any and all
payments that Seminole would later receive from iQ2 Power in
repayment of the Seminole Debt or the Credit Support Debt.

According to Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, LLP, in Baltimore, Maryland, although the transactions
were consummated, other anticipated future benefits described in
the Seminole Transaction and the ET Canada Reorganization did not
materialize.  Among other things, iQ2 Power was not successful in
its attempts to arrange for the replacement collateral for the
iQ2 Power Collateral, even after iQ2 Power's duties were extended
for several months.  iQ2 Power also did not make any payments
toward the Seminole Debt or the Credit Support Debt after
March 2003.

As of the Petition Date, therefore, ET Gas was the holder of all
rights, title and interest in the iQ2 Power Collateral.  ET Gas
also had the right to receive from Seminole any payments that
Seminole might receive in the future from iQ2 Power toward the
Seminole Debt or the Credit Support Debt.

Although ET Gas possesses these valuable assets, they are not
easily monetized.  The iQ2 Power Collateral was posted as basic
credit support for iQ2 Power, and could remain inaccessible to ET
Gas indefinitely, so long as iQ2 continues as an ongoing
business.  iQ2 Power continues to be an active retail provider of
electrical services in the Alberta, Canada area.  As a party to
multi-year service contracts with various customers, its
operations are not expected to wind down any time soon.

Even if iQ2 Power were to wind down its operations, or even if ET
Gas were to take action to force repayment of the iQ2 Power
Collateral, ET Gas believes that the iQ2 Power Collateral likely
would be consumed or substantially depleted, through contract
terminations or other actions by entities in the Alberta area,
such as customers with multi-year contracts or the official
Alberta entities themselves.

Mr. Fletcher relates that ET Gas has repeatedly attempted to
encourage or force iQ2 Power to provide the replacement
collateral for the iQ2 Power Collateral.  However, iQ2 Power has
been unsuccessful in securing the replacement collateral.

Similarly, although ET Gas is entitled to receive from Seminole
any payments made to Seminole by iQ2 Power on the Seminole Debt
or the Credit Support Debt, no payments have been made to date.  
The prospect that those payments will be made in the future is
uncertain.

Mr. Fletcher also notes that iQ2 Power previously reported to ET
Gas that, as of March 31, 2003, iQ2 Power only had CN$1,012,450
in retained earnings.  If iQ2 Power's retained earnings are as
reported, it is doubtful that iQ2 Power has the means to replace
the iQ2 Power Collateral without receiving a substantial outside
investment.  For the same reasons, ET Gas is concerned about iQ2
Power's ability to pay the Seminole Debt or the Credit Support
Debt.  As for iQ2 Communications, ET Gas understands that, as of
March 31, 2003, iQ2 Communications actually had a sizeable end-
of-period retained deficit.

Given the relative illiquidity of ET Gas' interest in the iQ2
Power Collateral, the Seminole Debt and the Credit Support Debt,
the ET Debtors believe that an immediate cash settlement with iQ2
Power and iQ2 Communications is in ET Gas' best interests.

                   The Settlement Agreement

Accordingly, ET Gas sought and obtained the Court's authority to
enter into a settlement agreement with iQ2 Power and iQ2
Communications, 895641 Alberta Ltd., and Parkhill.  The parties
have entered into a letter of intent to perform certain
transactions as set forth in a term sheet.  The parties will
enter into a final settlement agreement embracing those terms.

Under the Settlement Term Sheet, Seminole will assign the
Seminole Debt and the Credit Support Debt to ET Gas.  iQ2 Power
will then directly pay to ET Gas the entire Seminole Debt, plus
CN$925,000 toward the Credit Support Debt.  Thus, ET Gas will
receive an immediate payment of CN$2,500,000.

In exchange, ET Gas will assign its rights to receive the
remaining CN$1,475,000 of the Credit Support Debt to Parkhill,
which will then convert the Remaining Debt into new equity shares
of iQ2 Power.  Parkhill will then sell these new shares, along
with Parkhill's existing equity interest in both iQ2 Power and
iQ2 Communications, to 895641 Alberta for a nominal amount.

In addition, under the Settlement Agreement, ET Gas will assign
its rights in the iQ2 Power Collateral to Parkhill.  In turn,
Parkhill will then assign, to either iQ2 Power or 895641 Alberta,
all of its rights, title and interest in the iQ2 Power
Collateral.

Mutual releases will be exchanged among the parties.  ET Gas will
waive all rights in the Remaining Debt and the iQ2 Power
Collateral.  iQ2 Power and iQ2 Communications will also use
reasonable commercial efforts to secure additional releases from
their shareholders.  iQ2 Power and iQ2 Communications will each
terminate all shareholder agreements, replace certain directors,
and emerge under the leadership of 895641 Alberta.

The Court also authorizes ET Gas to release to Seminole $220,530
from an existing escrow account, to satisfy a withholding tax
obligation imposed by the Canadian Customs and Revenue Agency on
Seminole.  Seminole will continue to hold the iQ2 Communications
Debt since ET Gas has not had any interest in the iQ2
Communications Debt since the ET Canada Reorganization. (PG&E
National Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


PNC MORTGAGE: Fitch Takes Rating Actions on 4 Securitizations
-------------------------------------------------------------
Fitch Ratings has taken rating actions on the following PNC
Mortgage Securities Corporation, mortgage pass-through
certificates:

PNC Mortgage Securities Corporation, Mortgage Pass-Through
Certificates, Series 2000-8 Group 1&2

        -- Classes IP, IIA affirmed at 'AAA';
        -- Class CB1 affirmed at 'AAA';
        -- Class CB2 upgraded to 'AAA' from 'AA';
        -- Class CB3 upgraded to 'A+' from 'A';
        -- Class CB4 affirmed at 'BB';
        -- Class CB5 affirmed at 'B-'.

PNC Mortgage Securities Corporation, Mortgage Pass-Through
Certificates, Series 2000-8 Group 3&4

        -- Classes IIIA, IVP affirmed at 'AAA';
        -- Class DB1 affirmed at 'AAA';
        -- Class DB2 affirmed at 'AAA';
        -- Class DB3 affirmed at 'A+';
        -- Class DB4 affirmed at 'BB';
        -- Class DB5 downgraded to 'CC' from 'B,' and Removed from
              Rating Watch Negative.

PNC Mortgage Securities Corporation, Mortgage Pass-Through
Certificates, Series 1998-5 Group 1

        -- Class IA affirmed at 'AAA';
        -- Class IB1 affirmed at 'AAA';
        -- Class IB2 affirmed at 'AAA';
        -- Class IB3 affirmed at 'AA';
        -- Class IB4 affirmed at 'BB+';
        -- Class IB5 downgraded to 'CCC' from 'B,' and Removed
              from Rating Watch Negative.

PNC Mortgage Securities Corporation, Mortgage Pass-Through
Certificates, Series 1998-5 Group 2&3

        -- Classes IIA, IIIA affirmed at 'AAA';
        -- Class CB1 affirmed at 'AAA';
        -- Class CB2 affirmed at 'AAA';
        -- Class CB3 affirmed at 'AAA';
        -- Class CB4 affirmed at 'AA+';
        -- Class CB5 affirmed at 'AA'.

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


PROTECTION ONE: Westar Sells Majority Stake to Quadrangle Group
---------------------------------------------------------------  
Protection One, Inc. (OTC Bulletin Board: POIX) announced that its
former parent, Westar Energy, Inc. (NYSE: WR), transferred all of
its rights and obligations as the lender under Protection One's
credit facility and sold its approximately 87% equity interest in
Protection One to affiliates of Quadrangle Group LLC.  On
February 13, 2004, the Kansas Corporation Commission issued an
order approving the sale transactions.  A special committee
comprised of independent directors of Protection One also approved
the transfer of Protection One's credit facility.

In accordance with the terms of the purchase agreement governing
the sale transactions, each of Westar Energy's designees on
Protection One's Board of Directors, Bruce A. Akin, James T.
Clark, Greg Greenwood, Larry D. Irick and William B. Moore,
resigned from the Board, effective immediately.  Donald A.
Johnston also resigned from the Board, effective immediately.  
Quadrangle Group has not appointed any directors to the Protection
One Board.

Protection One is currently evaluating the potential effects of
the sale transactions, including the requirement for a "change of
control" repurchase offer pursuant to the indenture for its 13-
5/8% senior subordinated discount notes due 2005.  Protection One
has retained Houlihan Lokey Howard & Zukin Capital to assist it
with its evaluation.  The Company also announced that:

     -- Protection One has entered into two standstill agreements
        with affiliates of Quadrangle Group that require the
        applicable affiliate, under certain conditions, to forbear
        for 90 days from (i) taking any enforcement action as a
        result of the occurrence of specified defaults under the
        credit facility and (ii) exercising any rights to which
        such affiliate is entitled as a result of its equity
        ownership in the Company; and

     -- Protection One intends to defer payment of the semi-annual
        interest payment on the outstanding $190.9 million
        aggregate principal amount of its 7-3/8% senior notes due
        2005 to afford it the opportunity to evaluate the
        potential effects of the sale transactions.  Under the
        terms of the indenture governing the 7-3/8% senior notes,
        the Company has a 60-day grace period from the date such
        payment is initially due for payment to be made.

"We look forward to working with Protection One's strong
management team as well as its other creditors to strengthen the
company's balance sheet," stated Quadrangle Group.

Richard Ginsburg, President and Chief Executive Officer of
Protection One, said, "Almost three years ago, a new management
team set out to transform the operations of Protection One from a
dealer-funding operation into a full- service security services
business.  Today, our operations are sound and we remain focused
on attrition reduction, increasing margins, and quality customer
growth at a reasonable cost.  I believe our technical
infrastructure and the quality of our employees in all areas of
our operations are second to none in our industry.  Our more than
2,300 employees remain committed to serving our customers, and we
look forward to working with Quadrangle and our other constituents
to create a solid foundation for growth."

Protection One, one of the leading commercial and residential
security service providers in the United States, provides
monitoring and related security services to more than one million
residential and commercial customers in North America and is a
leading security provider to the multifamily housing market
through Network Multifamily.  For more information about
Protection One, visit http://www.ProtectionOne.com/

                       *    *    *

As reported in the Troubled Company Reporter's November 25, 2003
edition, Fitch Ratings has downgraded Protection One, Inc.'s
senior unsecured notes to 'CC' from 'CCC+' and the senior
subordinated notes to 'C' from 'CCC-'.

These notes were issued by Protection One Alarm Monitoring, Inc.,
the company's wholly owned subsidiary. The 'CC' rating indicates
that some kind of default is probable.

The downgrade reflects Fitch's belief that the probability of
default has increased due to Westar Energy's (BB-/Negative)
disclosure that it will receive lower proceeds from the pending
sale of Protection One than originally anticipated. Westar is an
approximate 88% equity owner of Protection One, provides a $228.4
million credit facility to Protection One, and holds additional
senior unsecured notes of Protection One. As part of Westar's
regulatory mandated reorganization, it has been in the process of
selling various assets, including Protection One.


PROVIDENT FIN'L: S&P Puts Ratings on Watch Pos. After Merger News
-----------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its ratings on
National City Corp. (NYSE: NCC; A/Stable/--) and its subsidiaries.
At the same time, Standard & Poor's placed its ratings on
Provident Financial Group Inc. (NASDAQ: PFGI; BB+/Negative/B) and
its subsidiaries on CreditWatch with positive implications.

The ratings actions followed the announcement that the two
companies had entered into a definitive merger agreement for
National City to acquire Provident Financial. Provident Financial,
with approximately $17 billion in assets, will allow National City
to quickly gain market presence in Cincinnati, Ohio, an area in
which National City had no presence. The all-stock transaction is
expected to close in second-quarter 2004.

In addition, National City announced a new stock buy-back program,
subject to an aggregate purchase limit of $2 billion.

"While Provident Financial's performance in some areas, namely
asset quality, has been weaker that that of National City's,
Standard & Poor's is comfortable that National City will be able
to integrate Provident Financial into its operations, given the
relatively small size of the bank, without any negative
disruptions in the combined entities' financial performance," said
Standard & Poor's credit analyst Jonathan Ukeiley. The merger will
allow Provident Financial to benefit from National City's larger,
multistate franchise and management experience.

Upon completion of the transaction, it is anticipated that the
ratings on Provident will be raised and equalized with those of
National City.


PROVIDENT FINL: National City Expects to Close Acquisition in Q2
----------------------------------------------------------------
National City Corporation (NYSE: NCC) and Provident Financial
Group, Inc. (Nasdaq: PFGI) announced that the two companies have
signed a definitive agreement for National City to acquire
Provident, a bank holding company headquartered in Cincinnati,
Ohio. Provident operates through multiple channels including 65
branches in Southwestern Ohio and Northern Kentucky, 480 ATMs,
online banking and TeleBank, a telephone customer service center.

"We see this opportunity as a logical step for National City,"
said David A. Daberko, chairman and chief executive officer of
National City. "National City has never been better positioned for
growth, and the Provident acquisition demonstrates our commitment
to growth, as do the recently announced acquisition of Allegiant
Bancorp in the St. Louis market and our expansion in the
Chicagoland region. Our focus is on doing what's right for our
customers -- and for those who invest in National City. This is a
great opportunity to establish a strong presence in Cincinnati, a
very attractive market in the middle of our footprint."

Mr. Daberko added, "National City is competitive and responsive to
customer needs, and we are committed to providing superior
products at the highest levels of service quality. Provident has
been in the banking business for more than 100 years -- our
product set matches up well and we share a similar culture. Most
notably, Provident's new focus on a customer-centric culture
aligns well with our branding initiatives, and we're looking
forward to enhancing current and prospective customer
relationships."

Robert L. Hoverson, Provident's president and chief executive
officer, commented, "We are pleased to be joining forces with
National City. We have recently announced new customer service
improvements to enhance the overall brand experience -- something
we know that National City does well. We are proud to be with a
company that shares our strong commitment to customers, employees,
shareholders and the community."

Asked to comment, Carl H. Lindner, a major holder of PFGI common
stock, said, "I am excited about the proposed combination of two
strong institutions and believe in the benefits it will provide to
Provident's shareholders, customers and the community. I have
great respect for National City and strongly support this
transaction. I intend to vote my Provident shares in favor of the
merger."

Mr. Daberko reaffirmed the company's commitment to the employees
and customers of Provident Bank as well as the communities in
which they live and work. "Like National City, we know that
Provident is dedicated to the communities it serves. Building
strong communities is an integral part of doing business
successfully. We will remain committed to working with local
community leaders, non-profit organizations and government
officials to make a lasting difference." To demonstrate that
commitment, National City will designate a charitable fund of $10
million to be used exclusively for the Greater Cincinnati area.
These funds will be administered locally.

Under the terms of the merger agreement, Provident Financial
Group, Inc. shareholders will receive 1.135 shares of National
City common stock for each share of Provident common stock in a
tax-free exchange. Based on the recent market price for National
City common stock, the transaction has a total indicated value of
approximately $2.1 billion. Subject to regulatory and stockholder
approvals, the transaction is expected to close in the second
quarter of 2004.

In addition, National City also announced that its Board of
Directors has authorized the repurchase of 50 million shares of
outstanding common stock, subject to an aggregate purchase limit
of $2 billion. As of December 31, 2003, there were approximately
606 million common shares outstanding. The new authorization will
replace all previously utilized share repurchase authorizations.
The shares will be acquired either in the open market or in
privately negotiated transactions in accordance with applicable
regulations of the Securities and Exchange Commission.

National City Corporation (NYSE: NCC), headquartered in Cleveland,
Ohio, is one of the nation's largest financial holding companies.
The company operates through an extensive banking network
primarily in Ohio, Indiana, Illinois, Kentucky, Michigan and
Pennsylvania, and also serves customers in selected markets
nationally. Its core businesses include commercial and retail
banking, consumer finance, asset management, mortgage financing
and servicing, and payment processing. For more information about
National City, visit the company's Web site at NationalCity.com.

Provident Financial Group, Inc. (Nasdaq: PFGI) (S&P, BB+/B
Counterparty Credit Ratings, Negative) is a bank holding company
located in Cincinnati whose main subsidiary is The Provident Bank.
The Provident Bank provides a diverse line of banking and
financial products, services and solutions through retail banking
offices located in Southwestern Ohio and Northern Kentucky and
through commercial lending offices located throughout Ohio and
surrounding states. Customers have access to banking services 24-
hours a day through Provident's extensive network of ATMs,
Telebank, a telephone customer service center, and the Internet at
http://www.providentbank.com/

At December 31, 2003, Provident Financial Group had $8.9 billion
in loans outstanding, $10.3 billion in deposits, and assets of
$17.0 billion. Provident has served the financial needs of its
customers for 100 years, and currently 3,200 Provident associates
serve approximately 500,000 customers.


RELIANT RESOURCES: Outlines Plan to Improve Financial Strength
--------------------------------------------------------------
Reliant Resources, Inc. (NYSE: RRI) reported a loss from
continuing operations of $29 million, or $0.10 per share, for the
fourth quarter of 2003, compared to a loss from continuing
operations of $176 million, or $0.60 per share, for the same
period of 2002. The improved fourth-quarter results were due to
higher profits from the company's retail operations and reduced
losses from its wholesale operations, partially offset by higher
interest expense.

"Our fourth-quarter results reflect a substantial improvement
compared to the same period of 2002, despite the continued
difficult market conditions," said Joel Staff, chairman and chief
executive officer. "While we are pleased with the improvement, we
are committed to position the company to create value for
shareholders in all phases of the business cycle. In order to
accomplish this goal, we are taking decisive actions to be a
highly efficient, customer-focused competitor, to achieve
financial flexibility and to capitalize on our competitive
advantages."

As part of an overall plan to improve its financial strength, the
company has set a goal of reducing its net debt-to-adjusted EBITDA
to 3.0 or lower by the end of 2006, from 5.6 currently. EBITDA is
earnings before interest, taxes, depreciation and amortization.
Included in the plan is an additional $200 million cost reduction
program to accelerate the company's return to financial strength.
These reductions are in addition to the $140 million cost
reduction plan announced in the third quarter of 2003.

For the year ended December 31, 2003, Reliant Resources reported a
loss from continuing operations of $902 million, or $3.07 per
share, compared to earnings of $123 million, or $0.42 per diluted
share, for 2002. Results for 2003 reflected weaker results from
the company's wholesale energy segment, including a goodwill
impairment of $985 million, and higher interest expense partially
offset by higher profits from its retail energy segment.

                    SEGMENT EARNINGS DETAILED

                          Retail Energy

The company's retail energy segment produced earnings before
interest and taxes (EBIT) of $143 million in the fourth quarter of
2003, compared to $31 million of EBIT in the fourth quarter of
2002. Excluding an accrual for a payment to CenterPoint Energy in
the fourth quarter of 2002 and after adjustments to report the
large contracted commercial, industrial and institutional (C&I)
business on an accrual basis as discussed below, adjusted EBIT for
the retail energy segment was $159 million in the fourth quarter
of 2003, compared to $106 million in the same period of the
previous year.

The improvement in adjusted EBIT was due to higher revenues from
electricity sales resulting primarily from an increase in the
price-to-beat rate and increased volumes due to the company's
continued success in customer acquisition and retention, partially
offset by higher supply costs. In addition, the results were
impacted by increased operation and maintenance expenses and costs
associated with receivables factoring.

For the full year 2003, the retail energy segment produced EBIT of
$621 million, compared with $520 million of EBIT for 2002.
Excluding the effects of the accrual for a payment to CenterPoint
Energy and adjustments to report the contracted C&I business on an
accrual basis, adjusted EBIT for the retail energy segment was
$734 million in 2003, compared to $657 million the previous year.

Adjusted retail energy EBIT for 2003 reflects higher revenues from
electricity sales resulting primarily from increases in the price-
to-beat rate and increased volumes, partially offset by higher
supply costs. Results were also impacted by higher operation and
maintenance expenses, increased selling, general and
administrative expenses and costs associated with an increased
level of receivables factoring.

Due to a change in accounting rules (EITF No. 02-03), the results
of operations related to the company's contracted electricity
sales to C&I customers and the related supply costs are not
comparable between 2002 and 2003. Prior to 2003, the company used
mark-to-market accounting for a substantial portion of its
contracted electricity sales. The company has discontinued the use
of mark-to-market accounting for these contracts. Earnings related
to contracted electricity sales are now recognized as the volumes
are delivered. As of December 31, 2003, the company's retail
energy segment had $27 million of unrealized gains recorded in
prior years that will be realized and collected upon the delivery
of related volumes.

                    Wholesale Energy

The wholesale energy segment experienced a loss before interest
and taxes of $44 million in the fourth quarter of 2003, compared
to a loss before interest and taxes of $188 million in the same
period of 2002. Excluding the effects of reserves related to its
California operations and charges for settlements with the CFTC
and FERC, the adjusted wholesale energy loss before interest and
taxes was $45 million for the fourth quarter of 2003, compared
with an adjusted loss before interest and taxes of $72 million for
the same period of 2002.

The reduction in the adjusted wholesale energy loss for the fourth
quarter of 2003 was primarily due to a $34 million charge related
to a change in the purchase price allocation to Orion Power
Holdings in the fourth quarter of 2002 and lower general and
administrative expenses. These were partially offset by reduced
margin associated with legacy trading positions and lower income
from equity investments.

For the full year 2003, the wholesale energy segment experienced a
loss before interest and taxes of $934 million, compared to EBIT
of $30 million for 2002. Excluding certain impairments, the
effects of reserves related to the company's California operations
and charges for settlements with the FERC and CFTC, the wholesale
energy segment produced EBIT of $11 million in 2003, compared to
$195 million of EBIT in 2002.

The decrease in adjusted wholesale energy EBIT for 2003 resulted
primarily from lower gross margins, which included a trading loss
of approximately $80 million in the first quarter of 2003,
increased operation and maintenance expenses and higher
depreciation and amortization. These factors were partially offset
by lower general, administrative and development costs.

                     Other Operations

The company's other operations segment produced a loss before
interest and taxes of $5 million in the fourth quarter of 2003,
compared with a loss before interest and taxes of $27 million in
the same period of the previous year. The reduction in the loss
was primarily due to a $27 million impairment of venture capital
investments in the fourth quarter of 2002. For the full year 2003,
the other operations segment produced a loss of $28 million,
compared to a loss of $87 million for the previous year. The
reduction in the loss was primarily due to a $32 million
impairment of venture capital investments and a $47 million non-
cash pension and post-retirement benefit accounting settlement in
2002.

                     Interest Expense

Interest expense for the fourth quarter of 2003 was $151 million,
compared to $88 million for the same period of 2002. The increase
was due to higher levels of borrowing, higher interest rates, an
increase in amortization of deferred financing costs related to
the March 2003 refinancing of the company's bank debt and the $27
million write-off of deferred financing costs related to the
December 2003 prepayment of bank debt and cancellation of a senior
priority credit facility.

For the full year 2003, interest expense was $517 million,
compared with $267 million in 2002. The increase was due to the
same factors mentioned above for the fourth quarter and to a $28
million write-off of deferred financing costs resulting from the
company's capital market transactions in June and July of 2003.

                    Discontinued Operations

Effective February 2003, Reliant Resources began reporting its
European energy segment as discontinued operations. The sale of
the segment, which was announced in February, was completed in
December. The company also reported results from the Desert Basin
plant in discontinued operations as a result of the sale of that
plant, announced in July and completed in October.

The company recorded income from discontinued operations of $61
million in the fourth quarter of 2003, compared to a loss of $473
million in the fourth quarter of 2002 when results included a $482
million goodwill impairment related to its European energy
business. For the full year 2003, the company reported a $416
million loss from discontinued operations, including a $310
million loss on disposition of its European energy business and a
$76 million loss on disposition of its Desert Basin plant. This
compares with a loss of $449 million from discontinued operations
in 2002, including the goodwill impairment mentioned above.

                      Outlook for 2004

Reliant Resources' adjusted earnings per share outlook for 2004 is
$0.25. This outlook excludes the effects of EITF No. 02-03 of
$0.04 loss per share, and potential charges and expenses
associated with: implementation of cost reductions and
restructuring, additional mothball/retirements of generating
units, assets sales, asset or goodwill impairments and legal and
regulatory settlements.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S., marketing those services under the Reliant Energy
brand name. The company provides a complete suite of energy
products and services to more than 1.8 million electricity
customers in Texas ranging from residences and small businesses to
large commercial, industrial and institutional customers. Reliant
also serves large commercial and industrial clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection. The company
has approximately 20,000 megawatts of power generation capacity in
operation, under construction or under contract. For more
information, visit http://www.reliantresources.com/

                        *    *    *

As reported in Troubled Company Reporter's January 5, 2004
edition, Fitch Ratings anticipated no immediate change in Reliant
Resources, Inc.'s credit ratings or Rating Outlook based on the
announcement that RRI has prepaid a portion of its outstanding
debt, terminated a $300 million senior priority credit facility,
and reached an agreement with its bank group to allow the
potential acquisition of select generating assets in Texas.

RRI's ratings are as follows:

        -- Senior secured debt 'B+';
        -- Senior unsecured debt 'B';
        -- Convertible senior subordinated notes 'B-';

        -- Rating Outlook Stable.


ROGERS WIRELESS: S&P Rates $750-Mil. Senior Secured Notes at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Canadian nationwide wireless operator Rogers Wireless Inc.'s
proposed new US$750 million senior secured notes due 2014.
Proceeds from the new issuance will be used to retire three debt
issues maturing in 2007 and 2008 of a relatively equivalent amount
and for general corporate purposes. The refinancing will also
result in a marginal increase in consolidated indebtedness and a
longer dated amortization profile. At the same time, the ratings
on RWI, including the 'BB+' long-term corporate credit rating,
were affirmed. The outlook is positive.

The ratings on RWI are assigned on a standalone basis, separate
from parent Rogers Communications Inc. (56% ownership), given the
material influence from AT&T Wireless' 34% indirect ownership in
RWI. As such, the rating on RWI could move higher than those on
its parent RCI. The ratings also consider the company's relatively
high leverage and other financial parameters, which are currently
weak. These weaknesses are supported by RWI's average business
risk profile as a competitive nationwide wireless operator.

"Factored into the ratings are continued improvement in the
company's operating results and financial performance, and the
stability of the Rogers AT&T franchise in the Canadian wireless
industry reflected in its large subscriber base, its national
distribution channels, and its nationwide footprint," said
Standard & Poor's credit analyst Joe Morin. The ratings also
reflect expectations for continued subscriber growth, albeit
slower than historical growth, as penetration in Canada continues
to lag other developed countries. Growth prospects for wireless
data are also encouraging. As a pure play wireless operator, RWI
continues to see strong competition from incumbents Bell Canada
and Telus Communications Inc., which remain strong and fully
integrated telecom operators. RWI's large base of existing
customers, brand identity, quality digital network, and national
distribution channels, have allowed it to compete on a relatively
equal footing with the other two large operators, Bell Canada
and Telus. Microcell Telecommunications Inc., remains a weaker
fourth operator, but has emerged from financial restructuring with
a substantially deleveraged balance sheet.

RWI's financial performance continues to improve: reported
operating income increased by 39% to C$716 million in 2003 over
2002, on a revenue increase of 16%. Operating performance for 2003
was ahead of expectations due to higher EBITDA margins, supported
by lower operating, sales, and marketing expenses, and a more
favorable mix of subscribers.

The positive outlook reflects the expectation that leverage and
other credit protection measures will improve through continued
growth and lower debt levels. The pace of improvement will be
dictated by market growth, and the ability of all operators to
maintain pricing discipline in a competitive environment.
Demonstrated progress towards improved credit ratios could result
in an upgrade in the medium term.


ROGERS WIRELESS: Caps Price on 6-3/8% Senior Secured Note Offering
------------------------------------------------------------------
Rogers Wireless Communications Inc.'s wholly-owned subsidiary
Rogers Wireless Inc. has priced a private placement in an
aggregate principal amount of US$750 million (approximately C$983
million based on the Feb. 17 noon rate of exchange as reported by
the Bank of Canada) 6-3/8% Senior (Secured) Notes due 2014. The
offering is being made pursuant to Rule 144A and Regulation S
under the Securities Act of 1933, as amended, in the United States
and pursuant to private placement exemptions in certain provinces
of Canada and is expected to close on or about tomorrow.

Rogers Wireless intends to use approximately US$734.7 million of
the net proceeds to redeem the US$196.1 million principal amount
of its 8.30% Senior Secured Notes due 2007, the US$179.1 million
principal amount of its 8.80% Senior Subordinated Notes due 2007
and the US$333.2 million principal amount of its 9.375% Senior
Secured Debentures due 2008, including related redemption
premiums, and for general corporate purposes.

The Notes have not been, and will not be, registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

Rogers Wireless Communications Inc. (S&P, BB+ Senior Unsecured
Note Rating, Outlook Positive) currently operates under the co-
brand Rogers AT&T Wireless and has offices in Canadian cities from
coast-to-coast. Rogers AT&T Wireless is a leading Canadian
wireless communications service provider, offering a complete
range of wireless solutions including digital PCS, cellular,
advanced wireless data services, and one and two-way messaging
services to a total of more than 4.0 million customers across the
country. Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE:
RCN) is 56% owned by Rogers Communications Inc. and 34% owned by
AT&T Wireless Services, Inc.


ROGERS WIRELESS: Completes & Files 2003 Annual Fin'l Statements
---------------------------------------------------------------
Rogers Wireless Communications Inc. reports that its 2003 annual
financial statements as well as the financial statements of its
wholly owned subsidiary Rogers Wireless Inc. are now available.

On February 4, 2004, RWCI publicly announced by press release that
it filed with securities regulators its consolidated financial and
operating results for the fourth quarter of 2003 and for the year
ended December 31, 2003.

The board of directors of each of RWCI and RWI have approved the
respective audited consolidated financial statements and notes
thereto for the year ended December 31, 2003 and Management's
Discussion and Analysis in respect of such annual financial
statements. RWCI and RWI filed their 2003 annual financial
statements and MD&A's with Canadian and U.S. securities
regulators.

RWCI and RWI posted their 2003 annual consolidated financial
statements for the year ended December 31, 2003, and accompanying
MD&A's, on the "Investor Relations" section of the rogers.com Web
site concurrent with filing. In addition to availability of the
report on http://www.rogers.com/, http://www.sedar.com/
and http://www.sec.gov/, requests for printed copies of RWCI's  
annual financial statements and MD&A can be made directly to the
Company by calling 416.935.3551. Shareholders of record of RWCI
will receive printed copies of the 2003 consolidated financial
statements and MD&A, amongst other materials, in advance of RWCI's
annual shareholder meetings currently scheduled for May 27, 2004.
These materials are expected to be mailed by the first week of
May, 2004 to shareholders entitled to receive them.

Rogers Wireless Communications Inc. (S&P, BB+ Senior Unsecured
Note Rating, Outlook Positive) currently operates under the co-
brand Rogers AT&T Wireless and has offices in Canadian cities from
coast to coast. Rogers AT&T Wireless is Canada's leading wireless
communications service provider, offering a complete range of
wireless solutions including Digital PCS, cellular, advanced
wireless data services, and one and two-way messaging
services to a total of more than 4.0 million customers across the
country. Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE:
RCN) is approximately 56% owned by Rogers Communications Inc., and
approximately one-third owned by AT&T Wireless Services, Inc.


SMITHWAY MOTOR: December Working Capital Deficit Tops $3.8 Mil.
---------------------------------------------------------------
Smithway Motor Xpress Corp. (Nasdaq: SMXC) announced financial and
operating results for the fourth quarter and year ended December
31, 2003.

For the quarter, operating revenue increased approximately 2.5% to
$40.7 million from $39.7 million for the corresponding quarter in
2002. The Company's net loss was $268,000, or ($0.06) per basic
and diluted share, compared with net loss of $4.7 million, or
($0.97) per basic and diluted share, for the same quarter in 2002.

For the year, operating revenue decreased approximately 2.4% to
$165.3 million from $169.5 million in 2002. The Company's net loss
in 2003 was $2.6 million, or ($0.53) per basic and diluted share,
compared with net loss of $8.7 million, or ($1.79) per basic and
diluted share, for 2002.

The main contributors to the improvement in operating results were
increased revenue production of the tractor fleet and continuous
attention to the previously discussed plan for profit improvement.
Also, the fourth quarter results in 2002 included charges totaling
$3.1 million, after tax, for impairment of goodwill and an
increase to insurance reserves.

G. Larry Owens, Executive Vice President, Chief Administrative
Officer and Chief Financial Officer, commented, "During the fourth
quarter, the Company achieved revenue growth for the first time in
12 quarters. Despite a fleet which decreased in numbers by 9%, the
Company's fourth quarter 2003 revenue exceeded the revenue from
the fourth quarter of 2002. For the quarter, average revenue per
seated tractor per week increased by approximately 11.5% versus
the fourth quarter of 2002 as new initiatives focusing on asset
productivity and lane flow were continued and freight demand
increased, allowing for a two cent increase in revenue per loaded
mile, increased revenue miles per tractor, and decreased deadhead.
Additionally, during the quarter, the Company had fewer unseated
tractors.

"The Company was in compliance with all loan covenants at December
31, 2003 and expects to remain in compliance throughout 2004.
After two years of limited capital acquisitions, the Company has
negotiated for the purchase and financing of over 200 new tractors
during 2004, allowing for replacement of older, high mileage
tractors.

"We are pleased that initiatives to reduce expenses and improve
operations, implemented in the last six months, are impacting
current results and have set the stage for a return to
profitability. Finally, we continue to be very pleased with our
safety record."

Smithway is a truckload carrier that hauls diversified freight
nationwide, concentrating primarily on the flatbed segment of the
truckload market. Its Class A Common Stock is traded on the Nasdaq
National Market under the symbol "SMXC."

Smithway Motor's December 31, 2003 balance sheet shows a working
capital deficit of $3,782,000. As the Troubled Company Reporter
previously reported, as of September 30, 2003, the Company was in
violation of one loan covenant. The Company is currently seeking a
waiver for the loan covenant violation at September 30, 2003 and
an extension of the due date of the credit agreement to October 1,
2004.


SMTC MFG.: Secures CDN$40 Million Financing from Private Placement
------------------------------------------------------------------
SMTC Manufacturing Corporation of Canada (SMX.TSX) entered into an
agreement with a syndicate of Canadian investment dealers to
underwrite on a bought deal basis a private placement of
33,350,000 Special Warrants of SMTC Canada to qualified investors
at a price of CDN$1.20 per Special Warrant, representing an
aggregate amount of issue of CDN$40,020,000 (approximately
US$30,400,000 at current exchange rates.)

Each Special Warrant is exercisable into one unit consisting of
one exchangeable share of SMTC Canada, and one half of a warrant
to purchase an exchangeable share. Each whole warrant will be
exercisable into one exchangeable share of SMTC Canada at an
exercise price of CDN$1.85 (approximately US$1.41 at current
exchange rates) per share for a period of 60 months following the
closing of the offering.

In addition, the Company will grant the underwriters an option,
exercisable until 48 hours prior to the closing date of the
offering, to purchase up to an additional 5,002,500 Special
Warrants (CDN$6,003,000) at the issue price.

Subject to satisfaction of applicable legal requirements, each
exchangeable share can be exchanged on a one-for-one basis for
one common share of SMTC Corporation (U.S. incorporated)
(SMTX:Nasdaq). SMTC Canada is an indirect, wholly-owned
subsidiary of SMTC Corporation.

The net proceeds from the Offering will be held in escrow pending
receipt of shareholder approval and, upon release from escrow,
will be used for debt reduction, as part of a concurrent
agreement with SMTC's lenders, and working capital. The offering
is scheduled to close on March 3, 2004.

The Special Warrants will be exerciseable for units on the
earlier of: (i) the sixth business day after the date on which a
receipt has been issued by applicable Canadian securities
regulatory authorities for a final prospectus qualifying the
distribution of the exchangeable shares and warrants issuable
upon exercise of the Special Warrants (the "Prospectus
Qualification Date"), and (ii) the first business day following
the date that is 12 months following the closing date. If the
Prospectus Qualification Date has not occurred on or before the
date that is 90 days following the closing date or if SMTC
Corporation has not, within 120 days of the closing date,
registered in the United States the common stock underlying the
exchangeable shares issuable in connection with the offering,
each Special Warrant shall thereafter entitle the holder to
receive upon exercise, without payment of additional
consideration, 1.1 units, in lieu of, one unit.

The transaction is subject to the receipt of all necessary
shareholder, regulatory and stock exchange approvals and other
customary conditions. Shareholder approval is intended to be
sought, on a best efforts basis, within the next 60 days, but in
any event no later than 90 days.

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. The Company's
electronics manufacturing, technology and design centers are
located in Appleton, Wisconsin, Boston, Massachusetts, San Jose,
California, Toronto, Canada, and Chihuahua, Mexico. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness interconnect,
high precision enclosures, system integration and test,
comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC supports the needs of a
growing, diversified OEM customer base primarily within the
networking, communications and computing markets. SMTC is a public
company incorporated in Delaware with its shares traded on the
Nasdaq National Market System under the symbol SMTX and on The
Toronto Stock Exchange under the symbol SMX. For more information
about the Company, visit SMTC's web site at http://www.smtc.com/  

The securities being offered have not been registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold within the United States absent U.S. registration
or an applicable exemption from U.S. registration requirements.
This release does not constitute an offer for sale of securities
in the United States.

The company's Sept. 28, 2004, balance sheet is upside-down by $19
million.


SPATIALIGHT INC: Board Appoints Robert Munro as New Director
------------------------------------------------------------
SpatiaLight, Inc. (Nasdaq: HDTV) announced that its Board of
Directors has appointed Robert Campbell Munro as a director of the
Company to replace Steven F. Tripp, whose resignation as a
director and chairman of the audit committee was accepted by the
Board.  Mr. Munro will serve as a director and chairman
of the audit committee for the current term of the Board and
intends to stand for election at the next annual meeting of
shareholders.

Lawrence J. Matteson, Chairman of the Board of SpatiaLight,
stated, "The Board is excited to welcome Robert, a highly ethical
and qualified professional with extensive business knowledge and
experience.  We are confident that Robert will add tremendous
value to our Company's continuing growth and development and look
forward to working closely with him."

Mr. Munro commented, "I am honored to join SpatiaLight's Board at
this exciting time. I look forward to working with members of
SpatiaLight management in making our LCoS microdisplay technology
the standard of excellence in the High Definition Television
industry."

Mr. Munro, 76, has served as a private business consultant in the
finance, banking and retail industries in the United States, the
United Kingdom and throughout Europe since 1985.  He currently
sits on the board of directors of UNET 2 Corporation, a privately
held electronic publishing company based in New York.  Mr. Munro
is a Fellow of the Institute of Directors in the United Kingdom.  
He has extensive global business experience in the banking, real
estate and shipping industries.  Mr. Munro received a master's
degree from Edinburgh University in Scotland.

SpatiaLight, Inc., founded in 1989, manufactures high-resolution
LCoS microdisplays for use in High Definition televisions and rear
projection monitors.  The Company's proprietary SpatiaLight
imagEngine(TM) LCoS microdisplays represent a solution for OEMs of
large-screen rear projection monitors, home theater projection
systems, video projectors, and other display applications.  
Utilizing more than 3.6 million pixels, SpatiaLight's microdisplay
sets are designed to be incorporated into High Definition
televisions and rear projection monitors.  A SpatiaLight display  
unit, another Company product, is comprised of three SpatiaLight
imagEngine(TM) microdisplays fitted onto a light engine designed
by SpatiaLight and Fuji Photo Optical Co., Ltd. and manufactured
by Fuji.  SpatiaLight is committed to developing microdisplay
technologies that will become the standard for the next generation
of rear projection display devices and to providing OEMs with
the most cost effective, high resolution microdisplays in the
industry.  For more information about SpatiaLight, please see the
Company web site: http://www.spatialight.com

                        *    *    *
    
The Troubled Company Reporter previously reported that as of
September 30, 2003 Spatialight Inc. has sustained recurring
losses and had a net capital deficiency of approximately
$1,200,000, and a net working capital deficiency of approximately
$2,000,000.  Reflected in these amounts are gross proceeds of
$5,150,000, and $2,763,500 raised in stock financings  completed
in May 2003 and August 2003, respectively.  Management believes
that these funds along with existing cash balances, anticipated
collections of stock subscriptions receivable of $1,300,000 and
the anticipated exercise of warrants held by existing investors
will fund the Company's ongoing operations through 2004.
Management anticipates that cash expenditures during 2003 will
approximate $400,000 per month, or approximately $5 million for
the year, without regard to any revenues in 2003.  The Company's
continued existence is dependent upon its ability to generate
revenue by successfully marketing and selling its products;
however, there can be no assurance that the  Company's efforts
will be successful.

The Company's financial statements have been prepared assuming
that the Company will continue as a going concern.  This
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company incurred
significant operating losses in each of the last five fiscal years
and incurred a net loss of approximately  $6,699,000 in the nine
months ended September 30, 2003. Of this amount, approximately
$2,148,030 was non-cash stock-based expenses.  Additionally, as of
September 30, 2003, the Company's accumulated deficit totaled
approximately $55,500,000. The Company has generated limited
revenues to date and the commercialization and marketing of the
Company's products will require substantial expenditures in the
foreseeable future.  The successful completion  of the Company's
development program and ultimately, the attainment of profitable
operations is dependent upon future events. These events include
successful launching of the commercial  production and
distribution of its products and achieving a level of sales
adequate to support the Company's cost structure.  These matters,
among others, may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time. The
Company's  auditors included a paragraph in their report on the
audited financial statements for the  year ended December 31,
2002, indicating that substantial doubt exists as to the Company's
ability to continue as a going concern.


SPEIZMAN INDUSTRIES: Receives Notice of Loan Default From Lender
----------------------------------------------------------------
Speizman Industries, Inc. (OTC Bulletin Board: SPZN) announced
that after the close of its business on Thursday, February 12,
2004, its lender delivered a notice of default under its secured
loan agreement, and terminated the forbearance agreement
previously agreed to, due to defaults in the financial covenants
contained in the loan agreement. The Company stated that it was in
discussion with its lender to resolve the issues that gave rise to
the notice, but could give no assurances it would be successful.

Speizman Industries is a leader in the sale and distribution of
specialized industrial machinery, parts and equipment. The Company
acts as exclusive distributor in the United States, Canada, and
Mexico for leading Italian manufacturers of textile equipment and
is a leading distributor in the United States of industrial
laundry equipment representing several United States
manufacturers.

For additional information on Speizman Industries, visit the
Company's web site at http://www.speizman.com/


SRI INC: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------
Lead Debtor: Southwest Recreational Industries, Inc.
             dba S.W. Franks Construction Co.
             dba Malott Peterson Renner, Inc.
             dba Martin Surfacing, Inc.
             dba Nexturf
             dba Surfacing Specialists
             dba SRI Sports
             701 Leander Drive
             Leander, Texas 78641

Bankruptcy Case No.: 04-40656

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
E.J. Renner & Associates, Inc.             04-40657
AWS Construction, Inc.                     04-40658

Type of Business: The Debtor designs, manufactures, builds and
                  installs stadium and arena running tracks for
                  schools, colleges, universities, and sport
                  centers. See http://www.srisports.com/

Chapter 11 Petition Date: February 13, 2004

Court: Northern District of Georgia (Rome)

Judge: Paul W. Bonapfel

Debtors' Counsels: Jennifer Meir Meyerowitz, Esq.
                   Mark I. Duedall, Esq.
                   Matthew W. Levin, Esq.
                   Alston & Bird, LLP
                   1201 West Peachtree Street
                   Atlanta, GA 30309
                   Tel: 404-881-4791
                   Fax: 404-881-7777

Total Assets: $101,919,000

Total Debts:  $88,052,000

Debtor's 21 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Blackstone Mezzanine                                 $19,637,640
Partners, L.P.
345 Park Avenue, 28th Floor
New York, NY 10154

Martin Surfacing, Inc.        Seller Notes            $6,309,755
c/o Armstrong World
Industries, Inc.
P.O. Box 3001
2500 Columbia Avenue
Lancaster, PA 17604

General Electric Capital                              $3,272,940
Corporation
J. Douglas Bacon, Esq.
Latham & Watkins LLP
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, IL 60606

Nexcel Synthetics                                       $531,810
P.O. Box 714730
Columbus, OH 43271-4730

BASF Nederland                                          $489,150
Postbus 1019
6801 MC Arnhem
Netherlands

Bank One Commercial                                     $364,506
Card Services
P.O. Box 73661
Chicago, IL 60673-7661

Specialized Construction                                $290,988
Inc.
711 Harvard Avenue
Cuyahoga Hts., OH 44105

Zurich U.S.                                             $268,958
1031 Paysphere Circle
Chicago, IL 60674-8745

Eker Brothers, Inc.                                     $222,188

Huntsman Corporation                                    $221,653

Les Installations Sportives                             $205,901
De Fargo

Whitfield County Tax                                    $203,909
Commissioner

Westar Construction, Inc.                               $192,814

ACT Technologies                                        $180,978

Dryco Construction                                      $166,219

Lano Carpets                                            $156,285

Solutia, Inc.                                           $151,616

AmSouth Bank                                            $139,804

McGraw Hill Construction                                $131,156

United Rental - National                                $131,056
Account

BayOne Urethane Systems LLC                             $125,772


STAR GAS: Fitch Affirms $325 Million Senior Notes' Rating at BB
---------------------------------------------------------------
Star Gas Partners, L.P.'s outstanding $235 million principal
amount of 10.25% senior notes due 2013, co-issued with its special
purpose financing subsidiary Star Gas Finance Company, are
affirmed by Fitch at 'BB'. In addition, the private placement
senior secured ratings of its operating subsidiaries, Petroleum
Heat and Power Co. and Star Gas Propane, L.P., are affirmed at
'BBB-'. The Rating Outlook for the above companies is Stable.

Star Gas' 'BB' rating reflects its subordinated position to
approximately $327 million of secured debt and $248 million of
other liabilities at Petro and Star Propane. Consolidated credit
measures generated during fiscal year 2003 remain on the low end
for Star's 'BB' rating category, but should improve in 2004 as the
result of the positive contribution from approximately $75 million
of acquisitions that were transacted following the 2003 heating
season along with expected benefits from a nearly completed
reorganization of Petro's business processes. Funds from
operations coverage of interest for the fiscal year ended
September 30, 2003 was approximately 2.6 times. With normal
weather, Fitch expects this ratio to be closer to 2.8x for fiscal
year 2004.

Petro's and Star Propane's 'BBB-' senior debt ratings are
constrained by their subsidiary affiliation with Star Gas. While
standalone credit measures should steadily improve with
anticipated debt reduction at both operating companies, default
risk remains linked to the parent company. Of particular concern
is Star Gas' 'BB' rating and the existence of a cross default
trigger between Star Gas and Petro. The two notch separation in
ratings between Star Gas and Petro and Star Propane recognizes the
standalone credit profiles at each operating company, the secured
status of their debt, and several structural considerations,
including the existence of cash distribution tests at both Petro
and Star Propane.

Star Gas through Petro and Star Propane is the largest domestic
distributor of home heating oil and the seventh largest retail
distributor of propane, respectively. Home heating oil operations
serve customers in the Northeast and Mid-Atlantic regions and
propane operations serve customers in the Northeast, Midwest, and
Southeast regions of the U.S. Primary concerns are the negative
impact of warm heating-season weather on profits and volumes sold
and the potential adverse impact of supply price volatility where
rapid increases in wholesale prices may not be immediately passed
through to customers. In addition, Star's aggressive acquisition
program increases event risk and results in a lag in reported cash
flows from acquired operations. Favorable considerations include:
A demonstrated willingness to issue equity; most recently issuing
$37 million of common units in February 2004. A history of
moderately increasing unit margins at both Petro and Star Propane
irrespective of pricing and volume conditions. Manageable
maintenance capital expenditures, totaling about $6 million per
annum. The procurement of $20 million of weather insurance for the
2003-2004 winter limits weather induced financial volatility.


STARWOOD: Responds to Kalmia's Statements Re Expired Tender Offer
-----------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) responded to
misleading statements made by Kalmia Investors, LLC, a holder of
units of limited partnership interest in the partnership that owns
the Westin Michigan Avenue Hotel in Chicago. Starwood also stated
that it questioned certain statements made last week by Kalmia
that appear inconsistent with statements made by Kalmia in
connection with its recently expired tender offer.

Starwood stated that it believes that Kalmia's statements are a
transparent attempt to disrupt Starwood's own tender offer for the
partnership's units at a purchase price of $735 per unit in cash,
which is $10 more per unit than the price in Kalmia's recently
expired tender offer. Starwood is also soliciting consents to
proposals that would expedite the transfer of units in Starwood's
offer and Starwood's ability to promptly effect a back-end merger.

Starwood encourages unitholders not to be swayed by Kalmia's
misleading statements and to tender their units and consent to the
proposals promptly. Starwood's offer and consent solicitation are
scheduled to expire at 5:00 p.m., Eastern time, on Friday,
February 20, 2004 (the "Expiration Date"), and Starwood does not
intend to further extend the offer period or increase its offer
price.

           Starwood Responds to Misleading Statements
                   By Kalmia Investors, LLC

Starwood noted that on February 13, 2004 Kalmia filed with the SEC
and apparently mailed to unitholders a letter in which Kalmia
referred to "obvious conflicts of interest" between Starwood and
the general partner of the partnership and Kalmia's "belief that
the present General Partner is breaching its fiduciary duty to the
Unitholders by failing to maximize the Unitholders' value."
Starwood stated that it believes these statements by Kalmia are
self-serving and misleading.

As Starwood and the partnership have repeatedly disclosed in SEC
filings and as Starwood has made clear in letters to unitholders,
Starwood and the partnership have taken a number of steps to
minimize or eliminate any conflict of interest between Starwood
and the partnership's general partner in connection with
Starwood's tender offer and consent solicitation and competing
transactions. Although the general partner is a wholly owned
subsidiary of Starwood, Starwood believes that the actions of the
general partner in connection with the tender offers by Starwood,
Kalmia and other parties demonstrate the independence of the
general partner in connection with these matters.

Starwood noted the following as indicative of the independence of
the partnership for purposes of its pending tender offer and
consent solicitation as well as the recent tender offers by Kalmia
and others:

-- The partnership adopted a neutral position regarding Starwood's
initial offer (the same position the partnership took with respect
to Kalmia's three tender offers and the tender offer by Windy City
Investments LLC); Houlihan Lokey Howard & Zukin Financial
Advisors, Inc., the partnership's independent financial advisor,
opined that Starwood's initial offer was not fair to unitholders
and the general partner refused to meet with Starwood to discuss
its offer;

-- The partnership has retained Houlihan Lokey as its independent
financial advisor to evaluate Starwood's offer as well as
competing offers and a leading international law firm as its legal
counsel to provide independent legal advice regarding these
matters;

-- Starwood instituted an information screen between the people at
Starwood who are involved in its offer and the directors of the
general partner to prevent the unintended exchange of information
between Starwood and the partnership regarding Starwood's offer
and competing offers;

-- Neither Starwood nor the general partner has prevented any
other party from making a competing offer for the partnership or
the Westin Michigan Avenue Hotel and there are no legal or
structural impediments to such an offer. Anyone is free to make a
competing offer at a higher price for either the partnership or
the hotel, yet no one has. While Kalmia has criticized Starwood's
offers, the only offers by Kalmia were at lower prices;

-- In its Schedule 14D-9 filed with respect to Starwood's initial
offer and amended $700 and $735 per unit offers, the general
partner disclosed its intention to implement a discretionary 40%
transfer limitation contained in the partnership agreement in
connection with Starwood's offer. In the event that units
exceeding the 40% threshold are tendered to Starwood, Starwood has
repeatedly stated that it does not intend to exercise control over
the general partner's consideration of whether to implement the
40% limitation. Instead, Starwood has structured its offer on the
assumption that the general partner will implement the 40%
limitation as it has stated; and

-- The general partner has assisted Kalmia in its most recent
offer by urging Kalmia to make changes to its offer, even though
such changes would be directly against Starwood's interest.
Specifically, on January 19, 2004, counsel to the board of
directors of the general partner sent a letter to Kalmia's counsel
urging Kalmia to commit to a back-end merger or to seek consents
to render the transfer restrictions in the partnership agreement
inapplicable to Kalmia's offer.

Starwood also questioned Kalmia's belief that an auction of the
Westin Michigan Avenue Hotel and a liquidation of the partnership
will result in a higher value for the unitholders than Starwood's
$735 per unit offer. In particular, Starwood emphasized that, as
the partnership noted in a recent SEC filing, the fact that the
partnership is essentially up for sale is well known in the real
estate investment community. Sophisticated investors know they can
submit a bid for either the units or the Westin Michigan Avenue
Hotel itself, yet no offer superior to Starwood's offer has been
made.

         Starwood Questions Kalmia's Recent Statements
            Regarding Its Plans For the Partnership

In its offer to purchase, dated January 8, 2004, as amended,
Kalmia repeatedly stated that:

-- Kalmia was making the offer "as a speculative investment based
upon (its) continued belief that the Units represent an attractive
investment at the price offered"; and

-- Kalmia had "no current plans or proposals that would result in
an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Partnership, the sale
or transfer of any material amount of assets of the Partnership,
any material change in the capitalization or dividend policy of
the Partnership or any other material change in the Partnership's
company structure or business." Kalmia indicated, however, that it
was evaluating whether to call for a vote of the limited partners
to remove the general partner and reserved its right to change its
plans and intentions.

However, on February 13, 2004, just three days after Kalmia
announced that its tender offer had expired, Kalmia apparently
mailed a letter to unitholders and issued a press release, both of
which it filed with the SEC on that date, in which it stated that
"after much consideration," Kalmia "intend(s) in the near future
to call for a vote by the Unitholders to":

-- Remove the present general partner and replace it with a new
general partner; and

-- Instruct the new general partner to auction the Westin Michigan
Avenue Hotel and to conduct an orderly liquidation of the
partnership.

Starwood stated that it is not aware of any significant external
events between the time of the expiration of Kalmia's tender offer
on February 9, 2004 and Kalmia's letter to unitholders and press
release dated February 13, 2004, that could explain Kalmia's
abrupt reversal of its plans regarding its investment in the units
and the partnership. Starwood stated that Kalmia's abrupt about
face was at best significantly misleading to unitholders and the
investing public and was at worst a potential violation of the
federal securities laws. In addition, Starwood noted that Kalmia
has not provided any support for its belief that an auction of the
Westin Michigan Avenue Hotel will result in a higher value for the
unitholders.

          Starwood Urges Unitholders to Tender Their Units
                     and Deliver Their Consents

Starwood stated its belief that if unitholders do not tender in
Starwood's offer and consent to the related proposals, they may
not have another opportunity to receive such a substantial premium
for their units. Starwood urged unitholders to tender their units
and consent to the proposals after consulting with their tax,
legal and other advisors. In considering Starwood's offer and
consent solicitation, Starwood encouraged unitholders to consider
the following:

-- Starwood's offer is at a premium over prior offers. Starwood's
$735 per unit offer represents a $10 premium over the most recent
offer by Kalmia and at least a $150 per unit premium over other
recent offers for units. Starwood's offer provides unitholders
with short-term liquidity at this substantial premium;

-- The partnership's independent financial advisor deemed
Starwood's offer to be fair. Although the general partner remained
neutral regarding Starwood's $735 per unit offer price, the
partnership's independent financial advisor rendered an opinion
included in the partnership's amended Schedule14D-9 relating to
Starwood's offer to the effect that, as of the date of the
opinion, and based upon and subject to the considerations and
limitations set forth therein, Starwood's $735 per unit offer
price was fair to a limited partner from a financial point of
view;

-- Starwood's offer provides unitholders with a prompt way to
receive cash for their units. Starwood will pay unitholders for
units tendered in its offer promptly after the expiration of the
offer except that (i) in limited circumstances described in
Starwood's press release dated February 4, 2004, Starwood may
delay payment for up to 10% of the tendered units until the
partnership recognizes the transfers of those units to Starwood
and (ii) Starwood will not accept for payment units that cannot
validly and effectively be transferred to Starwood under the
partnership agreement. In contrast, Kalmia has stated that it
expects to delay payment for all units accepted in its offer until
at least March 31, 2004;

-- The market for the units is limited. Because the units are
thinly traded, if unitholders do not tender their units in
Starwood's offer they may not otherwise be able to sell them at an
attractive price; and

-- The partnership's financial results have been uneven. Although
the partnership's financial results have generally improved during
the past year, those results have been uneven, due in large part
to weakness during the year in the overall Chicago hotel market,
and particularly the convention segment of the market, compared to
other major United States cities with comparable hotel and
convention dynamics.

                How to Accept Starwood's Offer

Unitholders who wish to tender their units to Starwood in its
offer and receive the $735 per unit offer price must complete the
Agreement of Assignment and Transfer previously sent to
unitholders and deliver it to the Depositary, American Stock
Transfer & Trust Company, by facsimile (718-234-5001) or by mail,
hand or other delivery (59 Maiden Lane, New York, NY 10038) on or
before the Expiration Date. For the Agreement of Assignment and
Transfer, both a medallion signature guarantee and the original
document are necessary. However, a tender by facsimile will be
accepted if the original is subsequently mailed to the Depositary.

            How to Consent to Starwood's Proposals

Limited partners who wish to consent to any or all of the
proposals in the related consent solicitation must deliver their
Consent Form to the Depositary at the address listed above on or
before the Expiration Date. The limited partner's signature is all
that is needed; no medallion signature guarantee is necessary on
the Consent Form.

                  Whom to Call with Questions

Unitholders who have any questions about Starwood's offer and/or
consent solicitation, need help or would like additional copies of
the Offer to Purchase and Solicitation Statement, the Supplement
thereto, the Agreement of Assignment and Transfer, the Consent
Form or the other documents disseminated to unitholders should
contact D.F. King & Co., Starwood's Information Agent, at (888)
605-1957.


Starwood Hotels & Resorts Worldwide, Inc. (Fitch BB+ Convertible
Debt Rating, Negative) is one of the leading hotel and leisure
companies in the world with more than 740 properties in more than
80 countries and 105,000 employees at its owned and managed
properties. With internationally renowned brands, Starwood is a
fully integrated owner, operator and franchiser of hotels and
resorts, including: St. Regis(R), The Luxury Collection(R),
Sheraton(R), Westin(R), Four Points(R) by Sheraton, W(R) brands,
as well as Starwood Vacation Ownership, Inc., one of the premier
developers and operators of high quality vacation interval
ownership resorts. For more information, please visit
http://www.starwood.com/


ST. JOHN KNITS: S&P's Outlook on Low-B Ratings Revised to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Irvine,
California-based apparel manufacturer St. John Knits International
Inc. to negative from stable. At the same time, Standard & Poor's
affirmed the company's 'B+' corporate credit rating, as well as
its 'B+' secured debt and 'B-' subordinated debt ratings.

The company's total debt outstanding at Nov. 2, 2003, was about
$250 million.

The outlook revision follows Standard & Poor's review of St. John
Knits' recent 10K filing for the fiscal year ended Nov. 2, 2003.
Weak operating performance in fiscal 2003 has resulted in lower-
than-expected credit protection measures. "Although revenues grew
somewhat because of new retail stores opened during fiscal 2003,
wholesale and retail revenues (on a same store basis) were lower,"
said Standard & Poor's credit analyst Susan Ding. Furthermore,
operating margins and credit protection measures were pressured as
a result of higher operating expenses, which increased to 44% from
37% the previous year. Although some of the expenses are related
to one-time events, SJKI may find it challenging to reduce its
operating costs to historical levels, and it is unclear when
credit measures will recover.

The ratings on St. John Knits International Inc. reflect the
company's weak financial profile, including its high leverage, its
narrow focus on high-end women's knitwear apparel, as well as its
channel and customer concentration. These factors are offset, to a
certain extent, by the company's established brand image.

St. John's core women's knitwear products continue to account for
most of its revenue base. The products are sold primarily under
the St. John brand through upscale department stores and St.
John's company-owned retail stores. To protect its upmarket brand
image, the company continues to focus on print advertising in
fashion magazines as well as on the growth in its existing
distribution channels and retail stores.


STRUCTURED ASSET: Fitch Takes Rating Actions on Five Note Series
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Structured
Asset Securities Corp. residential mortgage-backed certificates:

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-8A

        -- Class A affirmed at 'AAA';
        -- Class B1-I, B1-IX affirmed at 'AAA';
        -- Class B2-I upgraded to 'AAA' from 'AA+';
        -- Class B3-I affirmed at 'A+';
        -- Class B4-I affirmed at 'BB';
        -- Class B5-I affirmed at 'B'.

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-9

        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 affirmed at 'A';
        -- Class B3 rated 'BBB' is placed
              on Rating Watch Negative;
        -- Class B4 downgraded to 'CCC' from 'B';
        -- Class B5 downgraded to 'D' from 'C'.

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-16H

        -- Class A affirmed at 'AAA';
        -- Class B1, BX-1 upgraded to 'AAA' from 'AA';
        -- Class B2, BX-2 upgraded to 'AA' from 'A';
        -- Class B3 affirmed at 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2002-4H

        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AA' from 'A';
        -- Class B3 upgraded to 'BBB+' from 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.

Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2002-5A

        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'A+' from 'A';
        -- Class B3 upgraded to 'BBB+' from 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.

The upgrades are being taken as a result of increased credit
support and the low level of delinquencies.

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

The downgrade of SASCO 2001-9 classes B4 and B5 are taken due to
the level of losses incurred, future loss expectations and the
high delinquencies in relation to the applicable credit support
levels as of the January 2004 distribution date.


TENNECO AUTOMOTIVE: Appoints Perkins & Kunz to Executive Posts
--------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) announced the appointments of James
Perkins as vice president and controller and John Kunz as vice
president and treasurer.  The appointments are effective
immediately.

As controller, James Perkins will oversee corporate accounting and
reporting globally.  He will be responsible for the company's
financial plans and policies, accounting practices and financial
reporting.

As treasurer, John Kunz will be responsible for the company's
treasury, insurance and investment activities including building
and managing relationships with the banking community and rating
agencies.  He assumes the treasury duties of Paul Novas, who
recently was promoted to vice president of finance and
administration for the company's European operations.

"We have established a very effective global corporate finance
organization and are very pleased to add James Perkins and John
Kunz to this team.  They bring exceptional credentials and
experience to these key positions," said Mark P. Frissora,
chairman and CEO, Tenneco Automotive.  "I look forward to their
proven leadership skills as our finance team continues to play an
integral role in executing our strategies to improve Tenneco
Automotive's financial flexibility and generate cash to pay down
debt."

Perkins joins Tenneco Automotive from GE Medical Systems
Information Technology, where he most recently was director,
commercial operations. Previously, he served as chief financial
officer and vice president for GE - Fanuc Corporation, responsible
for finance, sales, manufacturing, and financial planning and
analysis.  He also served as the chief financial officer for GE -
Medical Systems Ultrasound.  Perkins joined GE in 1988 and has
held management positions in acquisitions, finance and corporate
audit.

Kunz joins Tenneco Automotive from Great Lakes Chemical
Corporation, where he rose through positions of increasing
responsibility to become vice president and treasurer.  In that
capacity he oversaw commercial and investment banking
relationships; global cash management; capital structure
analysis; rating agency relationships; benefit plan oversight;
foreign exchange, interest rate and commodity risk management; and
credit and collections.  Prior to joining Great Lakes in 1999,
Kunz was director - corporate development at Weirton Steel
Corporation, where he also held prior positions in capital
planning, business development and financial analysis. He joined
Weirton from KPMG Peat Marwick.

James Perkins received a BS in business administration from the
State University of New York and a MBA from Syracuse University.
    
John Kunz received a BA in accounting from the University of Notre
Dame and a MBA in finance from Northwestern University.
    
Both positions are located at the company's corporate headquarters
in Lake Forest, Illinois and will report to Ken Trammell, Tenneco
Automotive senior vice president and chief financial officer.
    
Tenneco Automotive (S&P, B Corporate Credit Rating, Stable
Outlook) is a $3.8 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,600
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are Sensa-
Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(R) mufflers and DynoMax(R)
performance exhaust products, and Monroe(R) Clevite(R) vibration
control components.


TRAVEL PLAZA: Asks to Stretch Schedule-Filing through March 4
-------------------------------------------------------------
Travel Plaza of Baltimore II, LLC and Calverton Hotel Venture
L.L.C., asks the U.S. Bankruptcy Court for the District of
Maryland to extend the time within which they must file their
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  

The Debtors were unable to complete and file the Schedules of
Assets and Liabilities and Statement of Financial Affairs on the
Petition Date.  Due to the limited staff available to perform the
required internal review of the Debtors' businesses and affairs,
and the press of numerous other matters incident to the
commencement of these cases, the Debtors submit that automatic
extension to file the Schedules and Statements will not be
sufficient.

The volume of material that must be compiled and reviewed by the
Debtors' limited staff provides ample "cause" justifying the
requested extension for filing the Schedules and Statements, the
Debtors submit.  The Debtors believe they will need until March 3,
2004 to complete their Schedules and Statements.

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.


TRITON NETWORK: Board OKs Initial Distribution to Stockholders
--------------------------------------------------------------
Triton Network Systems, Inc. (Pink Sheets:TNSIZ) announced that,
in accordance with the plan of complete liquidation and issolution
adopted by its stockholders on October 29, 2001, the Board of
Directors had approved an initial distribution of $0.77 per share
in cash to stockholders of record on January 31, 2002. The initial
distribution to stockholders is expected to be made on or about
March 9, 2004.

The Board of Directors had delayed any distributions to
stockholders due to two Class Action lawsuits that were pending
against Triton and/or certain of its current or former directors
or officers. In December 2003, one set of the Class Action
lawsuits was resolved with no cost to Triton. The remaining set of
Class Action lawsuits is part of what is referred to as the "IPO
laddering" claims. Triton is one of approximately 300 companies
that have been named as defendants in these lawsuits. These suits
have been brought on behalf of stockholders alleging, among other
things, that the prospectus for the defendants' public offerings,
including Triton's public offering, were misleading because the
prospectus did not disclose alleged improper compensation that the
plaintiffs claim the underwriters of the offerings obtained for
themselves in connection with the offerings, and that the
defendants should have disclosed alleged agreements between the
underwriters and those to whom they allocated shares that the
plaintiffs claim caused the market price of the defendants' shares
(including Triton's) to be inflated. The principal terms of a
global settlement between the plaintiffs, almost all of the
issuers (including Triton), and all individuals affiliated with
those issuers (including the individuals named in the IPO
laddering lawsuit against Triton), have been set forth in a
memorandum of understanding. Should the lawsuits be resolved under
the terms currently being discussed, there would be no cash
payments required by Triton to the plaintiffs. Any settlement with
the plaintiffs would require court approval. Concluding and
obtaining final approval could take years to resolve. When the
initial cash distribution to stockholders is made, Triton will
issue a letter to the stockholders further explaining the IPO
laddering lawsuit and potential risks to the stockholders.

The Board of Directors made the decision to make the initial cash
distribution of $0.77 per share in March 2004. Subsequent to this
distribution, Triton will have a cash Contingency Reserve of
approximately $1.3 million (or approximately $0.037 per share) to
pay for estimated ongoing expenses through Triton's date of
dissolution and remaining contingent liabilities.

The timing and amount of any additional cash distributions will be
dependent on, among other things, the amount of ongoing expenses
and the ultimate resolution of the remaining contingent
liabilities.


TXU GAS: Fitch Downgrades Preferred Shares' Rating to BB+
---------------------------------------------------------
Fitch Ratings lowered the preferred stock rating of TXU Gas
Company to 'BB+' from 'BBB-'. Fitch also affirms the senior
unsecured debt rating at 'BBB-'.

The rating action was taken in order to reflect the subordination
of the preferred stockholders position and that of the senior
unsecured debtholders and does not reflect any change in credit
quality. The ratings take into consideration the company's
business risk profile as a regulated gas distribution company and
adequate cash flow.

Credit concerns relate to the company's high albeit declining
leverage and the delays and uncertainties created by a regulatory
process that has required the company to apply for delivery rate
changes with almost each municipality in which it operates in
addition to state wide approval from the Texas Railroad Commission
for gas commodity pricing. The company's ratings are also affected
by the credit quality of the parent, TXU Corp. (senior unsecured
'BBB-') especially as Gas has no credit facilities and is reliant
upon the system money pool for short term financings.

TXU Gas Company is engaged in the purchase, transmission,
distribution and sale of natural gas in north-central, eastern and
western regions in Texas, and also the company provides energy
asset management services. TXU Gas is a wholly owned subsidiary of
TXU Corp.


UBIQUITEL: Will Hold Q4 and FY 2003 Conference Call on Feb. 26
--------------------------------------------------------------
UbiquiTel Inc. (Nasdaq: UPCS), a PCS Affiliate of Sprint,
announced that it will conduct a conference call on Thursday,
February 26, 2004, at 10:30 a.m. Eastern Time to discuss its
results for the three months and year ended December 31, 2003 and
discuss guidance for 2004.

Investors and interested parties may listen to the call via a live
webcast accessible through the Company's web site at
http://www.ubiquitelpcs.com/

To listen, please register and download audio software at the site
at least 15 minutes prior to the start of the call.  The webcast
will be archived on the site, while a telephone replay of the call
is available for 7 days beginning at 12:30 p.m. Eastern Time,
February 26, at 888-286-8010 or 617-801-6888, reservation
# 50264731.

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

                      *    *    *

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

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

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


UNITED AIRLINES: US Bank, et al., Demand Aircraft Lease Payments
----------------------------------------------------------------
U.S. Bank, the Bank of New York, and Wells Fargo are assignees to
rejected aircraft leases.  The Banks ask Judge Wedoff to compel
the United Airlines Inc. Debtors to:

   (a) perform all lease obligations, including the payment of
       rent and other charges; and

   (b) pay administrative expense claims for the Debtors' use of
       the Rejected Aircraft from the Petition Date through
       February 7, 2003.

Edward P. Zujkowski, Esq., at Emmet, Marvin & Martin, in New York
City, asserts that the Banks are entitled to administrative
expense claims because the Debtors returned the Rejected Aircraft
in "rundown condition," requiring millions of dollars in repairs
to make the Aircraft airworthy and suitable for sale.

The Banks are also entitled to administrative expense claims for
the obligations, including rent and compliance with return
conditions, due under the terms of the Aircraft Leases and under
Section 365(d)(10) of the Bankruptcy Code.  Section 365(d)(10)
governs the obligations of a debtor-lessee to perform under an
unexpired personal property lease between the date that is 60
days after the Petition Date and the date a debtor-lessee assumes
or rejects the lease.

Mr. Zujkowski contends that the Debtors are required to pay rent
for all periods after the 59th day after the Petition Date at the
contractual rate until the relevant Aircraft Lease was rejected.  
The Banks are entitled to administrative expense claims because
the Rejected Aircraft were necessary to United's continuing
operations.

The Rejected Aircraft and related payment obligations are:

          Aircraft                 Total Rent Claim
          --------                 ----------------
           N354UA                    $1,262,136
           N355UA                     1,262,136
           N356UA                     1,262,136
           N357UA                     1,262,136
           N358UA                     1,733,291
           N359UA                     1,733,291
           N360UA                     1,018,420
           N361UA                     1,018,420
           N190UA                     5,610,119
           N185UA                     3,579,581
           N186UA                     1,241,698
           N191UA                     3,850,067
           N189UA                       837,097
           N766UA                     2,041,896
           N172UA                     8,418,863
                                   ------------
                                    $36,131,287
                                   ============

                          Debtors Object

James H.M. Sprayregen, Esq., at Kirkland & Ellis, asserts that
the Banks rely "on a throw-it-against-the-wall set of arguments
that misstate the law, mischaracterize the facts and ignore their
own actions during the course of this case. . . ."

Since February 7, 2003, the Banks had unfettered rights to take
back 11 of the 15 Aircraft.  By early May 2003, the remaining
four Aircraft also became subject to these rights.  The Banks
could have resold or released the Aircraft to obtain their market
value.  The Banks had expert legal, financial and aircraft
valuation advisors to guide them in their deliberations and they
chose to not exercise these rights.

According to Mr. Sprayregen, for 14 of the 15 Aircraft, the Banks
negotiated adequate protection stipulations with catch-up
payments for the Debtors' use of the aircraft and promised a
stream of future payments until the stipulations terminated.  The
Debtors believed that these payments reflected a willing seller-
buyer rate for the aircraft.

Months after they started receiving payments and other benefits
from the stipulations and after the stay ended, the Banks now
want to extract contract rates from the Debtors that are out of
line with present economic reality.  The Banks lack the
conviction to take back their collateral and seek the desired
rates or better in the open market.  Instead, the Banks seek
judicial intervention to obtain payments at above market rates.
(United Airlines Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


US AIRWAYS: Inks Stipulation Settling Wilmington Trust Claim
------------------------------------------------------------
On November 1, 2002, Wilmington Trust Company, as Indenture/
Security Trustee, filed Claim No. 4011 which included amounts
relating to aircraft bearing Tail Nos. N523AU, N524AU, N431US,
N857US and N858US.  The Reorganized US Airways Group Debtors
object to Claim No. 4011 as it pertains to these Aircraft.

To settle the dispute, the Reorganized Debtors and Wilmington
agree to allow Claim No. 4011 as a general unsecured Class USAI-7
claim at these amounts:

         Tail No. N523AU     $14,779,179
         Tail No. N524AU      14,779,179
         Tail No. N431US      17,022,671
         Tail No. N857US       6,803,741
         Tail No. N858US       6,853,567

All other claims of Wilmington relating to the Aircraft are
disallowed. (US Airways Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


WATERMAN INDUSTRIES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Waterman Industries, Inc.
        P.O. Box 458
        Exeter, California 93221

Bankruptcy Case No.: 04-11065

Type of Business: The Debtor provides water control and
                  Irrigation control.
                  See http://www.watermanusa.com/

Chapter 11 Petition Date: February 10, 2004

Court: Eastern District Of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Riley C. Walter, Esq.
                  Walter Law Group, A Professional Corporation
                  7110 North Fresno Street #400
                  Fresno, CA 93720
                  Tel: 559-435-9800

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Wells Fargo Bank                         $8,893,765
1300 Southwest 5th Avenue
Portland, OR 97201

Rotork Controls, Inc.                      $501,863
P.O. Box 3163
Syracuse, NY 13220

Kearney's Manufacturing                    $440,092
P.O. Box 2926
Fresno, CA 93745

Lufkin Industries, Inc.                    $253,676
P.O. Box 201331
Houston, TX 77216-1331

Plasti Fab                                 $203,203

Oil City Iron Works Inc.                   $171,354

Commercial Casting Co.                     $153,482

API International, Inc.                    $130,963

Praxair                                    $129,022

B & B Surplus, Inc.                        $123,054

Mid Valley Distributors                    $115,899

Virginia Valve Automat DV                  $108,138

Alhambra Foundry                           $101,922

Gheen Irrigation Works, I                  $100,606

Waterman Industries Sales                   $94,917

Earle M. Jorgensen Co.                      $93,419

Globe Iron Foundry, Inc.                    $93,323

EIM Company, Inc.                           $91,855

John J. Kirth & Company                     $85,061

TBM Consulting Group, Inc.                  $75,704


XTO: Board Declares 5-for-4 Stock Split with Dividend Increase
--------------------------------------------------------------
XTO Energy Inc. (NYSE: XTO) announced that its Board of Directors
has declared a five- for-four stock split of its common stock and
will maintain the quarterly cash dividend of one cent per share,
effecting a 25% dividend increase.

"XTO Energy has consistently recognized its ongoing success
through stock splits.  This is our sixth split since 1997," said
Bob R. Simpson, Chairman and Chief Executive Officer.  "The
Board's decision today to split the stock and increase the cash
dividend highlights its confidence that our strong financial
performance and our visible growth will continue."
    
XTO Energy's transfer agent will deliver to each holder of record
at the close of business on March 3, 2004 one additional share for
every four shares of common stock held.  The stock split will be
effected in the form of a stock dividend, which will be mailed on
March 17, 2004.  As a result, XTO Energy's stock should begin
trading on a post-split basis March 18, 2004.  Cash will be paid
in lieu of fractional shares based on the NYSE closing price of
the Company's stock on March 3, 2004.  XTO Energy will have
approximately 234 million shares outstanding after the stock
split.

The Board of Directors declared the quarterly cash dividend of
1-cent-per-share on the Company's outstanding Common Stock will be
payable April 15, 2004 to stockholders of record at the close of
business on March 31, 2004.

XTO Energy Inc. (S&P, BB+ Corporate Credit Rating, Positive
Outlook) is a premier domestic natural gas producer engaged in the
acquisition, exploitation and development of quality, long-lived
gas and oil properties.  The Company, whose predecessor companies
were established in 1986, completed its initial public offering in
May 1993.  Its properties are concentrated in Texas, New Mexico,
Arkansas, Oklahoma, Kansas, Wyoming, Colorado, Alaska and
Louisiana.


ZOLTEK COMPANIES: Records $3.7 Million Net Loss in First Quarter
----------------------------------------------------------------
Zoltek Companies, Inc. (Nasdaq: ZOLT) reported results for the
quarter ended December 31, 2003.

For the quarter, Zoltek reported a net loss of $3.7 million on
revenues of $13.3 million, compared to a net loss of $3.2 million
on revenues of $17 million in the quarter ended December 31, 2002.

"Our financial results for the quarter were negatively affected by
two principal factors," Zsolt Rumy, Zoltek's Chairman and Chief
Executive Officer, said. "First, there were further declines in
revenues and earnings in our aircraft brake business due to the
continuing slump in commercial air travel since 9/11. Second,
there was a decrease in sales due to the temporary cessation of
most prepreg production during the quarter, as we relocated our
prepreg operations from California to Utah in late 2003. This
relocation is intended to refocus the customer base toward wind
energy, improve operations and improve the cost structure, as we
resume prepreg operations at our Salt Lake facility next month."

Rumy said that he expected carbon fiber sales to increase in the
second quarter and to gather strength throughout the rest of the
year. "We have received the necessary export licenses and we have
begun to ship significant quantities under a series of large
orders received toward the end of calendar 2003 from sporting
goods producers located in Asia," Rumy said. "In addition, we have
been awarded new contracts in the wind energy field that could
lead to very significant sales in the near term."

Zoltek's Entec Composite Machines subsidiary has been awarded
these three contracts for specialized carbon fiber reinforced
composite processing equipment that could result in significant
sales of carbon fibers for primary applications Zoltek has
targeted for commercialization or high-volume usage. "We estimate
that these contracts represent a total of approximately $5 million
in new business for this year," Zsolt Rumy, Zoltek's Chairman and
Chief Executive Officer, said. "Far more important than the
equipment revenue, however, we see the contracts as validating our
strategy of driving carbon fiber market development by offering
customers a total solution, including processing equipment and
carbon fibers. Thus, these contracts are really the preliminary to
the main event. With the purchase of the processing equipment, we
eventually will have customers lined up and ready to use our
carbon fibers in the production of next-generation windmill
blades, high- pressure pipes, and compressed natural gas (CNG)
tanks that provide new levels of performance, far beyond anything
that could be done with glass fibers or other established building
materials."

Under the first contract, with a wind energy company in Europe,
Entec will design and build automated fiber-placement equipment
designed to use Zoltek PANEX(R) carbon fibers in making super-long
and super-strong windmill blades -- the critical component in
next-generation wind turbines. Under the second contract, with a
CNG tank manufacturer in South America, Entec will convert
existing filament-winding equipment to use Zoltek's commercial
fibers in the manufacture of CNG tanks. The third contract, with a
Russian energy company, provides for Entec to design and build a
turn-key filament-winding system to manufacture high-pressure
composite pipes. Included in this project is a complete design for
a filament-wound carbon fiber composite pipe system.

"As a consequence of these market development successes, we plan
to reactivate the continuous carbon fibers production at our plant
in Abilene, Texas to meet the anticipated demand for our carbon
fibers," Rumy noted. "It has taken longer than we expected, but I
believe we are seeing tangible signs that commercialization of
carbon fibers as an affordable, mass-market building material is
finally moving from concept to reality."

Zoltek's annual meeting, open to all interested parties, will be
held at the St. Louis Science Center on February 25. The 2003
annual report -- providing an in-depth update on Zoltek's
prospects and progress -- is also available upon request.

Zoltek is an applied technology and materials company. Zoltek's
Carbon Fiber Business Unit is primarily focused on the
manufacturing and application of carbon fibers used as
reinforcement material in composites, oxidized acrylic fibers for
heat/fire barrier applications and aircraft brakes, and composite
design and engineering to support the Company's materials
business. Zoltek's Hungarian-based Specialty Products Business
Unit manufactures and markets acrylic fibers, nylon products and
industrial materials.

                         *    *    *

               Liquidity and Capital Resources

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Zoltek reported:

The Company intends for the primary source of liquidity to be cash
flow from operating activities. However, the Company has realized
a cash use from operating activities in each of the last three
fiscal years. As a result, the Company has executed refinancing
arrangements and made borrowings under credit facilities,
supplemented with long-term debt financing utilizing the
equity in the Company's real estate properties, to maintain
adequate liquidity to support the Company's operating and capital
activities.

Management will seek to fund its near-term operations from
continued sale of excess inventory and continued aggressive
management of the Company's working capital, as well as possible
additional borrowings, private equity and debt financing. However,
management can make no assurances that these objectives will be
sufficient to fund near-term liquidity needs.

As of December 31, 2003, the Company was not in compliance with
essentially all financial covenants requirements included in the
credit facility with its bank. The subordinated convertible
debentures contain certain cross-default provisions related to the
Company's other debt agreements. The covenant non-compliances
under the Company's senior U.S. credit facility at September 30,
2003 and December 31, 2003 resulted in the possibility of a
default event being declared by the subordinated convertible
debenture holders, which would result in that debt being
immediately due and payable. As a result of some 2004 refinancing
transactions, the Company obtained waivers of the covenant non-
compliance in the loan agreement as of December 31, 2003.

                            *********

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
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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.

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related conferences are encouraged. Send announcements to
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Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com. Go to
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

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

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