TCR_Public/040220.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 20, 2004, Vol. 8, No. 36

                           Headlines

AFC ENTERPRISES: Will Present at Bear Stearns Conf. on Feb. 25
AIR CANADA: Obtains Clearance for Amended Claims Procedure Order
ANC: Demands Recovery of $2.9M Preferential Vendor Payments
ARMSTRONG HOLDINGS: Selling Pennsylvania Property to Craig Bear
ARVINMERITOR: Elects 4 New Directors & Engages Deloitte as Auditor

ARVINMERITOR: Declares Quarterly Dividend Payable on March 15
ATLANTIC COAST: Proposes $125M Convertible Senior Note Offering
ATLAS AIR: Amends Term Sheet Agreements with Class A Noteholders
AURORA: Asks Court to Stretch Lease Decision Time to April 6
BAM! ENTERTAINMENT: Posts $1.5 Million Deficit in Second Quarter

BAM! ENTERTAINMENT: Acquiring VIS Entertainment & SOE Development
CABLETEL: CommScope Alleges Default under $1.2 Million Loan
CALPINE CORP: Buying Brazos Valley Power Plant for $175MM Cash
CENDANT: Fitch Takes Various Rating Actions on 8 Securitizations
CENTURY CARE: Case Summary & 20 Largest Unsecured Creditors

CHATTEM INC: S&P Assigns B+/B- Ratings to Senior Debt Issues
CLB HOLDINGS INC: Case Summary & 20 Largest Unsecured Creditors
COLLINS & AIKMAN: S&P Rates $185M Senior Secured Term Loan at B+
CONSOL ENERGY: SEC Registration Statement Declared Effective
CORECARE BEHAVIORAL: Bankruptcy Court Confirms Chapter 11 Plan

CONVALCARE CORP: Case Summary & 18 Largest Unsecured Creditors
CORDOVA FUNDING: S&P Cuts Series A Bond Rating Down One Notch
COVANTA: Asks for March 29 Plan-Filing Exclusivity Extension
CREDIT SUISSE: S&P Assigns Prelim. Ratings to Series 2004-C1 Notes
CROWN CASTLE: December 2003 Working Capital Deficit Tops $20MM

CUMMINS INC: GE Commercial Provides $200 Million Credit Facility
DAMA INC: Case Summary & 11 Largest Unsecured Creditors
DELACO COMPANY: Gets Schedule-Filing Extension Through March 24
DINOVO INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
DLJ COMM'L: Fitch Places 1998-CF2 Classes B-5 & B-6 on Watch Neg.

EL PASO: S&P Cuts Credit Rating to B- & Keeps Negative Outlook
ELAN CORP: FY 2003 Net Loss Decreases by 78% to $529.4 Million
ENNIS CREEK DEVT: Case Summary & 20 Largest Unsecured Creditors
ENRON CORP: Court Clears Proposed Backbone Settlement Agreement
ENRON CORP: Obtains Court Nod for Northern Settlement Agreement

FEDERAL-MOGUL: Debtor Issues Fourth Quarter and FY 2003 Results
FISHER SCIENTIFIC: Gets S&P's B+ Rating for $300M Sr. Sub. Notes
FLEMING COS.: Quaker Pushes for Court Approval to Set-Off Debts
GADZOOKS: Turns to Glass and Associates for Restructuring Advice
GARDENBURGER: Annual Shareholders' Meeting Slated for March 18

GARDEN RIDGE: Signs-Up Young Conaway as Bankruptcy Co-Counsel
GMAC COMM'L: Fitch Upgrades & Affirms Series 1997-C1 Note Ratings
HOMESTEADS COMMUNITY: Asks Court to Sign-Up Boatman as Attorneys
INTEGRATED HEALTH: Court Delays Entry of Final Decree to June 8
INTERFACE INC: FY 2003 Net Loss Narrows to $33 Million

ISLE OF CAPRI: Commences $390M Offer for 8-3/4% Senior Sub. Notes
IT GROUP: Asks Court to Disallow 105 Creditor Claims
IW INDUSTRIES: US Trustee Wants to Meet with Creditors on Mar. 19
KMART CORP: Says $2 Million ES Bankest Claim Should be Expunged
KNOX COUNTY: Section 341(a) Meeting Scheduled for February 27

LABRANCHE: Agrees With NYSE & SEC to Settle Investigations
LNR CFL: S&P Assigns Preliminary Ratings to Series 2004-CFL Notes
MIRANT: CCAA Court Approves Sale of 5 Contracts to Tenaska
MULTIPLAN: S&P Assigns Positive Outlook to B+ Counterparty Rating
NATIONAL CENTURY: Asks Court to Expunge Med Diversified Claims

NOT JUST ANOTHER: Case Summary & 20 Largest Unsecured Creditors
OMEGA: Taps Cohen & Steers as Stock Offering Placement Agent
O'SULLIVAN: Lower-Than-Expected Profits Spur S&P to Cut Ratings
PARMALAT: Police Arrests 3 Members of Calisto Tanzi's Family
PG&E CORPORATION: Board Opts to End Shareholder Rights Plan

PG&E NATIONAL: Turns to Winston & Strawn for FERC Advice
RAVEN MOON: Commences 2004 Equity Compensation Plan for Employees
READER'S DIGEST: Proposes New Senior Debt Offering to Repay Debt
RJ REYNOLDS: Reiterates Commitment to Build Shareholder Value
ROPER INDUSTRIES: Sales Increased by 7% to $657 Mil. in FY 2003

ROYAL OLYMPIC: Receives Termination Notice from Insurers
SEITEL INC: Appoints Randall D. Stilley as New CEO
SPIEGEL: Court Okays Plan-Filing Exclusivity Extension to May 10
SR TELECOM: Restructures CTR Debt, Extending Maturity to 2008
SR TELECOM: Closes $40M Financing Deal & $4M Private Issue

STELCO INC: Asking CCAA Stay Extension to May 28, 2004
STOLT-NIELSEN: Streamlines Invoicing & Accounts Payable Processes
STOLT OFFSHORE: Wins $550 Million Deepwater Angola Contract
TELETECH: Extends Relationship With Australia-Based Telstra
TEREX CORP: Full Year 2003 Net Loss Reduces to $25.5 Million

TITAN CORPORATION: Awarded $217 Million U.S. Army IT Contract
TITANIUM METALS: Royce & Assoc. Discloses 7.21% Equity Interest
TODD'S INC: Case Summary & 20 Largest Unsecured Creditors
TRADING SOLUTIONS.COM: Former Auditors Air Going Concern Doubts
TS ELECTRONICS: Kabani & Company Cuts Off Professional Ties

UBIQUITEL INC: Reports Increasing Revenues in Q4 and FY 2003
UICI: Elects Mick Thompson as New Board Member
UNITED AIRLINES: Court Approves Claims Estimation Procedures
UNITED RENTALS: Names Charles Wessendorf VP -- Investor Relations
US AIRWAYS: Inks Stipulation Settling State Street's Claim

USI HOLDINGS: Appoints Nesbit as Senior VP & Chief HR Officer
VALENTIS INC: Second Quarter Net Loss Decreases to $2.9 Million
VERITAS SOFTWARE: Will Present at Goldman Sachs' Feb. 23 Symposium
WARNACO GROUP: TCW Business Unit Reports 5.7% Equity Interest
WEIRTON STEEL: Sells Assets to International Steel for $255 Mil.

WORLD AIRWAYS: Inks New $19MM Cargo Contract With EVA Airways

* First American Corporation Acquires Baker, Brinkley & Pierce
* Mintz Levin Expands Employment, Labor & Benefits Practice
* Steven Blake Joins AmEx TBS Corp Recovery Practice in Cleveland

* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
               and Bust

                           *********

AFC ENTERPRISES: Will Present at Bear Stearns Conf. on Feb. 25
--------------------------------------------------------------
AFC Enterprises, Inc., (Ticker: AFCE) the franchisor and operator
of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R)and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced that
Frank Belatti, AFC's chairman and chief executive officer, will
address participants at the Bear Stearns Tenth Annual Retail,
Restaurants & Apparel Conference on Wednesday, February 25, 2004,
at 2:15 P.M. EST. Mr. Belatti will address AFC's plans for
expanding the reach of its brands.
    
All interested parties are invited to listen to the live
presentation, beginning at 2:15 P.M. EST on the Company's website
at http://www.afce.com/

A replay of the web cast will be available on the site beginning
at approximately one hour following the live discussion and will
be available for 90 days following the conclusion of the
conference.

AFC Enterprises, Inc. is the franchisor and operator of 4,091
restaurants, bakeries and cafes as of December 28, 2003, in the
United States, Puerto Rico and 35 foreign countries under the
brand names Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally. AFC's primary
objective is to be the world's Franchisor of Choice(R) by offering
investment opportunities in highly recognizable brands and
exceptional franchisee support systems and services. AFC
Enterprises can be found on the World Wide Web at:

                http://www.afce.com/

                
                       *    *    *

               Credit Facility and Current Ratings

The Company's outstanding debt under its credit facility
agreement, net of investments, at the end of Period 9 of 2003 was
approximately $125 million, down from approximately $218 million
at the end of 2002 as a result of cash generated from ongoing
operations and the sale of its Seattle Coffee Company subsidiary.
On August 25, 2003, Standard & Poor's Ratings Services raised the
Company's senior secured bank loan ratings to 'B' from 'CCC+' and
on August 28, 2003, Moody's Investor Service lowered the Company's
secured credit facility rating from Ba2 to B1.


AIR CANADA: Obtains Clearance for Amended Claims Procedure Order
----------------------------------------------------------------
Ernst & Young President Murray A. McDonald told Mr. Justice
Farley that a number of Air Canada stakeholders have asked for
amendments to the Claims Procedure Order to clarify the rights of
certain parties, including insurers, after the acceptance,
rejection or revision by the Monitor of claims arising from
actual or threatened actions in which one or more of the
Applicants is a party.  

Accordingly, the Applicants sought and obtained the CCAA Court's
approval for certain amendments to the Claims Procedure Order.

The amendments will ensure that:

      (i) the acceptance, rejection or revision by the Monitor of
          the uninsured or deductible portion of any litigation-
          related claim does not prejudice the rights of a party
          to an action or of any insurers to accept, defend or
          otherwise deal with the action after the stay of
          proceedings is lifted; and

     (ii) if the Monitor accepts, rejects or revises a
          litigation-related claim, any portion of the claim for
          which the Applicants are fully insured remains an
          Excluded Claim.

The Monitor finds the proposed amendments reasonable.

                 Restructuring Claims Bar Date

The Claims Procedure Order provided that a deadline for filing
Restructuring Claims would be set by further Court order on the
completion of the aircraft lease restructuring process and the
supplier repudiation/restructuring process.  The Applicants
completed the processes by January 31, 2004.  Accordingly, all
creditors with potential claims against the Applicants are in a
position to quantify their claims.

The Applicants sought and obtained permission from the CCAA Court
to set February 23, 2004, as the deadline for filing Restructuring
Claims.  The Applicants will distribute proofs of claim and
related instructions and filing information by regular mail to
all known parties with potential Restructuring Claims arising on
or after September 18, 2003, by no later than February 6, 2004.  
All other aspects of the process for filing and dealing with these
Restructuring Claims, including the issuance of Notices of
Revision or Disallowance and filing of Dispute Notices, remain the
same as reflected in the Claims Procedure Order.

                        Part III Claims

The Initial Bar Date did not apply to claims arising under Part
III of the Canada Labour Code.  Pursuant to the Claims Procedure
Order, a subsequent deadline will be established for filing Part
III claims and that these claims will be dealt with by further
Court order.

On November 3, 2003, the Court approved a procedure to identify
and quantify all Part III Complaints filed before April 1, 2003.  
Part III Complaints filed after April 1, 2003 would proceed in
the ordinary course.

The Applicants and the Attorney General, on behalf of Human
Resources Development Canada, exchanged lists of all known Part
III Complaints filed before April 1, 2003.  The process of
quantifying these complaints will be carried out on an expedited
basis.  In addition, the Applicants will ensure that any
parties with Part III Complaints that may have inadvertently been
omitted from the lists exchanged by the Applicants and the
Attorney General are given the opportunity to file a claim in
respect of the complaint.

                      Tax Obligations

The Claims Procedure Order provided that tax obligations to Her
Majesty in right of Canada and Her Majesty in right of the
Province of Ontario would be dealt with by further Court order.  
The Applicants have drafted a form of protocol dealing with tax
obligations to these entities, which they intend to bring before
the Court for approval.  

                      Claims Officers

The Claims Procedure Order provided for the appointment of the
Honorable Allan M. Austin, the Honorable Claude Bisson, Mr.
Martin Teplitsky, Q.C., and any other persons as designated by
the Applicants and approved by the Monitor as claims officers.  
On December 17, 2003, the Honorable Claude Bisson resigned as a
claims officer.  Accordingly, the Applicants, with the Monitor's
approval, appointed the Honorable Pierre A. Michaud, Q.C., as a
claims officer.  The Honorable Pierre A. Michaud is a retired
Chief Justice of the Quebec Court of Appeal and a former
Associate Chief Justice of the Quebec Superior Court. (Air Canada
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ANC: Demands Recovery of $2.9M Preferential Vendor Payments
-----------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek to recover
$2,896,117 paid to 106 vendors during the 90-day period before the
Petition Date.  The Debtors assert that the payments were
preferential in nature and are avoidable pursuant to Section
550(a) of the Bankruptcy Code.  
  
The Debtors ask Judge Walrath to:

   -- direct the 106 Vendors to return the transfers, plus
      interest and costs; and    
   
   -- pursuant to Section 502(d) of the Bankruptcy Code,
      disallow any claim filed by the 106 Vendors against them  
      until the Vendors pay in full the amount owed.    

The Vendors are:

   Vendors                                   Amount of Transfer
   -------                                   ------------------
   A & A Auto Centers, Inc.                            $10,577
   A E R Auto Repair Center, Inc.                       16,877
   American Auto Body Shop, Inc.                        11,473
   American Collision                                   13,460
   American Lighting Products, Inc.                      9,169
   American Recovery Specialist FT Lauderdale, Inc.     38,413
   Bertke Electric Company                               8,247
   Betsy Price                                          38,497
   Bill Heard Chevrolet, Inc.                           26,922
   Blossom Chevrolet, Inc.                              15,659
   Blount Collision Center                               8,321
   BMBR                                                  7,830
   Brewer Chrysler Plymouth, Inc.                        8,221
   Brixton Auto Body & Paint                            45,519
   Bryan Chevrolet                                      48,094
   Bryce Canyon Towing                                  58,953
   Bucks Body & Fender, Inc.                            15,352
   Burien Nissan, Inc.                                  10,430
   Burt Toyota, Inc.                                     9,541
   Busy Bee Towing                                      11,753
   Cobra Air Conditioning and Refrigeration              8,512
   Colberts Paint & Body Shop                           15,976
   Collins Collision & Auto Repair LLC                  14,952
   Collision Specialists, Inc.                          16,766
   Colonial Chevrolet                                   22,829
   Leaseway Motorcar Transport Co.                      12,637
   Loue Lariche Chevrolet, Inc.                         15,898
   Lustine GM Parts Distributors                        29,447
   M & A Body Shop, Inc.                                28,570
   M & J Automotive, Inc.                               16,513
   M & M Drive Service, Inc.                            50,857
   Magic Color Auto Body                                 7,915
   Major Autobody, Inc.                                 17,903
   Mall Chevrolet, Inc.                                 16,954
   Manuels Bodyshop & Frame Specialist                  10,892
   Marietta Mitsubishi                                   9,834
   Martin Cadillac                                      24,815
   Master, Inc.                                         24,018
   McHugh Software International, Inc.                   7,603
   MD Detailing, Inc.                                    7,565
   Mechanical Contracting Services                       9,304
   Medeiros Williams Chevrolet Co., Inc.                36,241
   Olympian Oil Company                                  7,715
   One Independence Place, Inc.                          7,613
   P & D Custom Collision                               19,451
   Pacific Auto Body & Paint                            10,682
   Pacific Building Services                            10,950
   Pacific Motor Trucking Co.                           52,783
   Parker Transport                                      8,470
   Parking Violations Bureau                            14,638
   Pathways National Paving Association                 14,958
   Pauls Towing, Inc.                                    7,883
   Perfection Auto Body, Inc.                           14,855
   Perfection Collision Center, Inc.                    44,485
   Perfection Collision Center, Inc.                    31,581
   Performance Toyota, Inc.                            111,474
   Perkins Paint & Bodyshop                             19,646
   Prolink                                             129,004
   Riverside Collision Center                            9,326
   Roadone Transportation & Logistics, Inc.             12,830
   Robke Chevrolet, Co.                                 21,466
   Rockman Security Services                             9,408
   Roseville Chrysler Plymouth, Inc.                    24,751
   S & A Auto Collision                                 25,215
   S & S Logistics, Inc.                                32,510
   Sams Towing & Transport, Inc.                         8,764
   San Diego Dodge, Inc.                                11,913
   Sandy Sansing Chevrolet, Inc.                        19,011
   Schaumburg Toyota, Inc.                              13,436
   Scoppe Transport                                     17,886
   Scoville Press, Inc.                                 48,763
   Seher Distribution Services, Inc.                    31,010
   ServiceMaster Mgmt Services                         251,523
   ServiceMaster Mgmt Services Co. Tampa                45,136
   Shell Fueling Services, LLC                          13,102
   Shuttle Kings, Inc.                                  38,477
   Siemens Westinghouse Power Corp.                     16,531
   Smedley Chevrolet                                     9,564
   Smith Personnel Solutions                            97,420
   Sonic Collision Center                                7,654
   Sonnys Body Shop, Inc.                               17,393
   South West Auto Transfer                             47,392
   Southern Auto Sales, Inc.                             8,303
   Special Interest Auto Works, Inc.                    17,053
   Specialty Autoworks and Towing, Inc.                 10,412
   Spray Gun Auto Body and Paint                        10,756
   Stohlman Mitsubishi, Inc.                            12,378
   Sun Sentinel                                          8,158
   Superior Chevrolet                                   28,176
   Tampa Drive Service, Inc.                            16,808
   Tex Pro Auto Transport                               18,580
   The Body Shop, Inc.                                  11,835
   The Rockmont Motor Com.                              67,651
   The Rockmont Motor Com.                              88,486
   Thompson Cadillac Oldsmobile, Inc.                   43,443
   Virginia Truck Center, Inc.                          22,800
   Warf Brothers Body Shop                              10,426
   Wayzata Mitsubishi                                    8,600
   Weir Chevrolet Olds, Inc.                             9,383
   West Chevrolet, Inc.                                 26,909
   West Melrose Auto Wreckers, Inc.                     12,626
   West Point Parts Center                              63,038
   Western Towing Service, Inc.                         14,727
   Weston Pontiac Buick GMC, Inc.                       27,193
   World Auto Body                                       8,641
   Wrights Security Services, Inc.                      34,618
   Y Not Auto Body                                       9,395
   Young Chevrolet, Inc.                               134,170
                                                    ----------
                                                    $2,880,539

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). Brad Eric Scheler, Esq., and
Matthew Gluck, Esq., at Fried, Frank, Harris, Shriver & Jacobson,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$6,497,541,000 in assets and $5,953,612,000 in liabilities. (ANC
Rental Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARMSTRONG HOLDINGS: Selling Pennsylvania Property to Craig Bear
---------------------------------------------------------------
Armstrong World Industries, Inc., sought and obtained Judge
Fitzgerald's permission to sell, free and clear of liens, claims,
interests and encumbrances, the land located in the township of
East Hempfield, Lancaster County, in Pennsylvania, to Craig Bear.  
The parties' sale agreement provides that AWI will pay Commercial
Prime Properties a sales commission as Broker equal to 6% of the
Purchase Price.  Upon closing, the Broker will provide Armstrong
Realty Group, a wholly owned subsidiary of AWI, with a 20% rebate
of the Broker's commission.

                    The East Hempfield Land

The East Hempfield property consists of 7 acres of land located on
the northwest edge of a larger, 72-acre parcel of land also owned
by AWI.  A warehouse facility known as the "900 Building" is
situated on the larger parcel.  AWI, then known as Armstrong Cork
Company, bought the property on January 15, 1974.

The Property has never been used by AWI.  In October 1998, AWI
concluded that it did not anticipate any future need for the
Property and determined to sell the Property.  

In December 2003, Craig Bear expressed interest in purchasing the
Property from AWI for the purpose of establishing a Yamaha
dealership on the Property.  After good faith and arm's-length
negotiations, AWI and Craig Bear signed the Sale Agreement.

                  Summary of the Sale Agreement

Purchase Price:       $485,000, or $69,285 per acre, payable
                      by Craig Bear as:

                      (a) $10,000 as a deposit, which was paid
                          to the Broker at the time of execution
                          of the Sale Agreement and will be
                          applied toward the Purchase Price at
                          closing; and

                      (b) the balance to be paid by Craig Bear
                          to AWI in cash at closing.

Necessary Approvals:  The parties' obligations under the
                      Sale Agreement are contingent upon AWI'S
                      receipt of Bankruptcy Court approval of
                      the Sale Agreement.

Closing:              The Closing Will take place on or before
                      30 days after the completion of the Due
                      Diligence Period.

Due Diligence
Period:               Craig Bear will have 90 days from the date
                      the Court approves the sale transactions
                      to determine whether the Property is
                      suitable for its intended use.  During
                      the Due Diligence Period, Craig Bear or its
                      agents and representatives will have
                      access to the Property for purposes of
                      conducting any tests or studies that Craig
                      Bear deems necessary to make this
                      determination.  Craig Bear will indemnify
                      AWI against any liability during the
                      course of any site investigation and will
                      return the Property to its original
                      condition at the conclusion of any
                      investigation.  If Craig Bear determines
                      that the Property is not suitable for his
                      intended use, Craig Bear will provide AWI
                      with written notice of its intent to
                      terminate the Sale Agreement.  Upon AWI'S
                      receipt of the written notice, AWI will
                      return the Deposit to Craig Bear.  Neither
                      party will have any further obligations
                      under the Sale Agreement.

Release:              Craig Bear releases AWI, all brokers, their
                      licensees, employees, any other officer or
                      partner of any one of them, and any other
                      person, firm or corporation that may be
                      liable by or through them, from any and
                      all claims, demands or losses that may
                      arise from the presence of environmental
                      hazards, any deficiencies in the
                      Property's on-site water service system,
                      or any defects or conditions in the
                      Property.  The Release will survive after
                      closing.

Additional
Contingencies:        The Sale Agreement is contingent on
                      numerous contingencies.  The major
                      contingencies are:

                      (1) Craig Bear securing a Yamaha Dealership
                          from Yamaha Motor Corporation by the
                          conclusion of the Due Diligence
                          Period;

                      (2) Zoning Classification Contingency.
                          Craig Bear's receipt of zoning approval
                          from East Hempfield Township to use
                          the Property as a motor vehicle sales
                          and service facility;

                      (3) Public System Contingency.  Craig Bear
                          obtaining municipal approval for the
                          connection of the Property to a sewage
                          disposal system within 60 days after
                          the parties' execution of the Sale
                          Agreement or, if Craig Bear is unable
                          to obtain such approval, Craig Bear's
                          agreement to accept the Property
                          "as-is" and agree to the Release;

                      (4) Environmental Audit/Inspection
                          Contingency.  The completion, to the
                          Buyer's satisfaction, of certain
                          environmental audits and inspections
                          by a licensed or otherwise qualified
                          professional within 90 days after the
                          parties' execution of the Sale
                          Agreement or, if Craig Bear is not
                          satisfied with the information
                          contained in any written reports it
                          receives as a result of the audits
                          or inspections, Craig Bear's agreement
                          to accept the Property with the
                          information stated in the reports
                          and agree to the Release.

To the extent that tax or other statutory liens, if any, may be
asserted against the property, because the property is to be sold
for fair market value, the holders of any liens can be compelled
to accept money in satisfaction of the liens.  To that extent, the
sales proceeds will be used to pay any secured claims.

                     Higher and Better Offers

AWI's property will be sold to Craig Bear, subject to higher and
better offers.  However, for the purpose of seeking competing
offers, the property would not be subject to additional marketing
efforts.

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)   


ARVINMERITOR: Elects 4 New Directors & Engages Deloitte as Auditor
------------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) held its annual shareowners meeting
in Tampa, Fla.

At the meeting, shareowners voted to elect Rhonda L. Brooks,
William R. Newlin and Larry D. Yost to the Board of Directors for
terms expiring in 2007. They also voted Richard W. Hanselman to
the Board of Directors for a term expiring in 2005.  

In addition, the shareowners approved the selection of Deloitte &
Touche LLP as the company's auditors, and approved the adoption by
the Board of Directors of the 2004 Directors Stock Plan.

ArvinMeritor Chairman and Chief Executive Officer Larry Yost
presented an overview of the company's financial performance in
fiscal year 2003 and highlighted the company's accomplishments.  
Yost also shared insight into the current state of the automotive
industry, provided financial results from the first quarter of
fiscal year 2004, and discussed the company's strategies for
improving its financial performance, which include reducing costs,
increasing return on capital, improving cash flow and paying down
debt.  Yost also reconfirmed his plans to retire from his current
position when the Board of Directors identifies a successor.  The
presentation is available on the Investor page of
http://www.arvinmeritor.com/

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit Rating, Negative
Outlook) is a premier $8-billion global supplier of a broad range
of integrated systems, modules and components to the motor vehicle
industry.  The company serves light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and related
aftermarkets. Headquartered in Troy, Mich., ArvinMeritor employs
approximately 32,000 people at more than 150 manufacturing
facilities in 27 countries.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.  For more information, visit the company's Web
site at http://www.arvinmeritor.com/


ARVINMERITOR: Declares Quarterly Dividend Payable on March 15
-------------------------------------------------------------
The ArvinMeritor, Inc. (NYSE: ARM) Board of Directors declared a
quarterly dividend of ten cents ($0.10) per share on the common
stock of ArvinMeritor, Inc., payable March 15, 2004, to
shareowners of record at the close of business on March 1, 2004.

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit Rating, Negative
Outlook) is a premier $8-billion global supplier of a broad range
of integrated systems, modules and components to the motor vehicle
industry.  The company serves light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and related
aftermarkets. Headquartered in Troy, Mich., ArvinMeritor employs
approximately 32,000 people at more than 150 manufacturing
facilities in 27 countries.  ArvinMeritor's common stock is traded
on the New York Stock Exchange under the ticker symbol ARM.  For
more information, visit the company's Web site at:                 

                http://www.arvinmeritor.com/  


ATLANTIC COAST: Proposes $125M Convertible Senior Note Offering
---------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI), parent of
Atlantic Coast Airlines (ACA), announced that it intends to offer
-- subject to market and other conditions -- $125 million of
Convertible Senior Notes due 2034 in a private placement to
qualified institutional buyers pursuant to exemptions from the
registration requirements of the Securities Act of 1933.  The
notes will bear interest, and will be convertible into shares of
the company's common stock at a rate and price to be determined.  
The company expects to grant the initial purchaser of the notes an
option to purchase up to an additional $25 million aggregate
principal amount of the notes.
    
The company intends to use the net proceeds of this offering for
working capital and general corporate purposes, including, without
limitation, for purchasing aircraft, financing the acquisition of
aircraft, paying security deposits and pre-payment obligations on
aircraft.

ACA (S&P, B- Corporate Credit Rating, Developing) currently
operates as Delta Connection and United Express in the Eastern and
Midwestern United States as well as Canada.  On July 28, 2003, ACA
announced plans to establish a new, independent low-fare airline
to be based at Washington Dulles International Airport -- to be
called Independence Air. The company has a fleet of 144 aircraft -
- including a total of 120 regional jets -- and offers 800 daily
departures, serving 80 destinations.  ACA employs approximately
4,100 aviation professionals.


ATLAS AIR: Amends Term Sheet Agreements with Class A Noteholders
----------------------------------------------------------------
As part of its ongoing restructuring efforts that commenced in
March 2003 and that culminated with the filing of Chapter 11,
Atlas Air Worldwide Holdings, Inc., announced that its wholly-
owned subsidiary, Atlas Air, Inc., entered into agreements with
the holders of its Class A Enhanced Equipment Trust Certificates
and with certain owner-participants that amend previously-agreed
term sheets that, in turn, provide for the amendment to the terms
of the underlying leases relating to the EETC financing
transactions to be implemented in the Chapter 11 reorganization.

In addition, Section 1110 Stipulations that provide for payments
and other matters during the pendency of the bankruptcy case were
filed with the Bankruptcy Court on February 5, 2004, and are
available for public review either through the Bankruptcy Court or
at http://www.atlasreorg.com/

Atlas Air Worldwide Holdings, Inc., is a worldwide all-cargo
carrier that operate fleets of Boeing 747 freighters. The Debtor
filed for Chapter 11 relief on January 30, 2004 (Bankr. S.D. Fl.
Case No. 04-10794). Jordi Guso, Esq., at Berger Singerman
represent the Debtors in their restructuring efforts.


AURORA: Asks Court to Stretch Lease Decision Time to April 6
------------------------------------------------------------
Aurora Foods, Inc., and its debtor-affiliates are parties to a
number of unexpired non-residential real property leases.  The
Unexpired Leases include:

   (1) Aurora's corporate headquarters and product development
       center in St. Louis, Missouri;

   (2) the lease of a 28,825-square foot office space in
       Columbus, Ohio, which has been subleased until March 31,
       2004; and

   (3) sales office and warehouse leases in several states.

Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Wilmington, Delaware, tells Judge Walrath that the facilities
leased under the Unexpired Leases are critical to the Debtors'
current business operations and are considered key assets of the
Debtors' estates.  Under the proposed Plan, Mr. Davis relates
that the Debtors are rejecting two St. Louis Leases.  The Debtors
are hopeful that the proposed Plan will be confirmed tomorrow,
February 17, 2004.  Assuming the Plan is confirmed, the Debtors
do not anticipate rejecting any additional leases.  

Section 365(d)(4) of the Bankruptcy Code requires the Debtors to
assume or reject an unexpired lease within 60 days after the
Petition Date or within an additional time as the Court may fix,
for cause.  

Mr. Davis asserts that an extension of the Debtors' Lease
Decision Period is necessary should unforeseen circumstances
delay the Plan confirmation and effectiveness.

Therefore, the Debtors ask the Court to extend their Lease
Decision Period to the shorter of:

   (a) 120 days from the Petition Date, through and including
       April 6, 2004; or

   (b) the Plan Effective Date.

The Debtors also request that each lessor under an Unexpired
Lease be afforded the right to seek to shorten the Lease Decision
Period for cause with respect to a particular Unexpired Lease.

The extension will be extremely brief.  Mr. Davis contends that
the Debtors have good cause to extend the Lease Decision Period
because:

   (1) the Debtors' cases are large and complex;

   (2) delay in the Plan Confirmation will require the Debtors
       additional time to assess the value of the Unexpired
       Leases;

   (3) the leases are vital to the Debtors' business; and

   (4) the extension will not prejudice Lessors under the
       Unexpired Leases.

Forcing the Debtors to make a premature decision to assume or
reject the Unexpired Leases before the confirmation of the Plan
could significantly impact the value of their businesses if the
Plan is not confirmed.

The Debtors reserve the right to seek further extensions if
circumstances warrant a request.

Judge Walrath will convene a hearing on March 29, 2004 to
consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the Debtors' Lease Decision Period is automatically
extended through the conclusion of that hearing.

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


BAM! ENTERTAINMENT: Posts $1.5 Million Deficit in Second Quarter
----------------------------------------------------------------
BAM! Entertainment(R) (Nasdaq: BFUN), a developer and publisher of
interactive entertainment software, reported results for its
fiscal second quarter ended December 31, 2003.
    
The company reported net revenues for the fiscal second quarter of
$5.9 million, a decrease of 73% from net revenues of $22 million
for the same quarter of the prior fiscal year. The operating loss
for the quarter was $4.8 million and net loss for the quarter was
$5.1 million, equivalent to 31 cents per share. In the same
quarter of the prior year, the company sustained an operating loss
of $13.3 million and a net loss of $13.4 million, equivalent to
92 cents per share.

During the quarter ended December 31, 2003, the company released
Wallace & Gromit in Project Zoo on three platforms and The
Powerpuff Girls - Relish Rampage Pickled Edition on one platform
in North America. In the same quarter of the prior fiscal year the
company released eleven new products across five platforms in both
the US and Europe.

The company completed the sale of 5.37 million shares of its
common stock and warrants to purchase another 4.07 million shares
of its common stock, resulting in gross proceeds of $5.06 million
in private offerings to institutional and accredited investors in
October 2003 and January 2004. In addition, in December 2003, the
company also closed the funding of a $1.5 million, 7 percent
convertible term note, due December 2004.

Key titles currently slated for release during the spring of
calendar year 2004 include the first release of Carmen Sandiego
for next generation consoles and Bujingai: The Forsaken City, a
third person action adventure title.

BAM! Entertainment's  December 31, 2003 balance sheet shows a
total stockholders' equity deficit of $1,467,000.

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


BAM! ENTERTAINMENT: Acquiring VIS Entertainment & SOE Development
-----------------------------------------------------------------
BAM! Entertainment(R) (Nasdaq: BFUN), a developer and publisher of
interactive entertainment software, agreed terms to acquire VIS
entertainment plc, a Scottish developer of interactive
entertainment software products, and SOE Development Limited, a
company set up to fund the development of State of Emergency 2,
one of VIS' key properties.
    
The terms of the proposed acquisition, which has been approved by
the companies' respective boards of directors, would create an
expanded business which would embrace the expertise of both BAM!
and VIS worldwide. Shareholders representing over 90% of the share
capital of VIS have signed irrevocable undertakings to vote in
favor of the transaction.

The combined company will be led by executives from both BAM! and
VIS. Their first joint project is expected to be the development
and publishing of the VIS property, State of Emergency 2, the
sequel to the hit product which topped the US and UK charts
simultaneously and which sold in excess of 1 million units
worldwide.
    
Raymond C. Musci, Chief Executive Officer of BAM!, commented:
"This is an exciting combination of two dynamic businesses whose
activities and experience span the globe. We believe this deal
will position our combined businesses strongly in a highly-
competitive market, and achieve significant synergies in our
operations. We are bringing together some of the most talented and
knowledgeable people in our industry. There is little or no
overlap between the businesses and we intend that the new combined
company will operate in an efficient and rigorous manner,
involving both development and publishing of games."
    
Ken Lewandowski, Chairman of VIS said: "Our agreement with BAM!,
which represents a significant development for VIS, would enable
our company to participate in a new enterprise with the scope to
both develop and publish its own properties."
    
Chris van der Kuyl, President and Chief Executive Officer of VIS,
commented: "The proposed acquisition provides the opportunity for
both BAM! and VIS to share and develop their strengths under one
roof. We have discussed the potential for the combined businesses
at great length and we are convinced that this marriage of
developer and publisher represents the way forward for the games
and digital entertainment sector."

It is intended that Chris van der Kuyl and Paddy Burns, chief
technology officer of VIS, will join BAM!'s senior management
team, and that  Chris van der Kuyl and one non-executive director
of VIS will join the Board of Directors of BAM!.

The proposed acquisition would create a combined business which
would include:

    -- A strong roster of game titles based on licenses such as
       Carmen Sandiego, Aardman Animation's Wallace & Gromit, and
       Cartoon Network's Powerpuff Girls and Dexter's Laboratory;

    -- Powerful intellectual properties developed in-house,
       including State of Emergency 2, the sequel to the chart-
       topping AAA title State of Emergency, and other games under
       development with existing publisher agreements.

    -- An integrated publishing and development organization with
       US distribution, together with international distribution
       partnerships.

The proposed acquisition includes VIS entertainment's 50 per cent
interest in VIS iTV, a joint venture with the television business
Telewest, which has developed and owns the rights to the animated
virtual horse-racing game, I- RACE. The game is licensed and
broadcast on the iSports channel on the Sky Digital direct-to-home
TV platform.

                    Transaction Detail

In aggregate BAM! is issuing 9 million shares for the entire
issued share capitals of VIS and SOED.
    
The closing of the acquisition is conditioned on a variety of
conditions including approval of shareholders of each of VIS and
SOED, VIS re-registering as a private company, approval of the
issuance of BAM!'s shares by BAM!'s stockholders, a secondary
issue of BAM! securities and BAM! maintaining its NASDAQ small cap
listing and/or satisfying VIS' Board that BAM! meets the NASDAQ's
continued listing standards on a pro-forma basis after giving
effect to the acquisition.
    
VIS has been advised on this transaction by Lodestar Partners and
BAM! Has been advised by Europlay Capital.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc. -- whose December 31, 2003 balance sheet shows
a total stockholders' equity deficit of $1,467,000 -- is a
developer, publisher and marketer of interactive entertainment
software worldwide.  The company develops, obtains, or licenses
properties from a wide variety of sources, including global
entertainment and media companies, and publishes software for
video game systems, wireless devices, and personal computers.   
The company's common stock is publicly traded on NASDAQ under the
symbol BFUN.  More information about BAM! and its products can be
found at the company's web site located at http://www.bam4fun.com/

                 About VIS entertainment plc     

VIS entertainment plc is a leader in the business of entertainment
property development. VIS designs and develops technologically
advanced interactive games software for major console platforms,
and provides interactive content for interactive digital
television and broadband telecommunications. VIS entertainment plc
consists of VIS Games and VIS iTV. The company has studios in
Dundee and Edinburgh, Scotland. More information about VIS and its
products can be found at the company's web site located at
http://www.visentertainment.com/

The company was co-founded and led by Chris van der Kuyl, who was
Young Business Achiever at the 2002 Scottish Business Insider
Corporate Elite Awards, having previously won the same
organization's Young Business Leader of the Year prize in 1999. He
has also been the Scottish winner of Ernst & Young's Emerging
Entrepreneur and Young Entrepreneur awards. He is currently
Chairman of TIGA (The Independent Game Developers Associations),
having been a Founding Director of the organization, which is the
principal representative body for the UK industry.


CABLETEL: CommScope Alleges Default under $1.2 Million Loan
-----------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), the leading
distributor of broadband equipment to the Canadian television and
telecommunications industries, received a default notice and a
demand for payment from CommScope, Inc. of North America, one of
the Company's largest suppliers and the holder of a senior
subordinated unsecured promissory note in the Company. In the
notice, CommScope has demanded payment in full of approximately
U.S. $1.2 million in amounts due under that note. In addition,
CommScope has demanded payment in full of approximately U.S. $0.9
million in open accounts receivable owed by the Company to
CommScope.

Cabletel also announced that it has extended the previously
announced deadline for submission of bids for the Company and/or
any of its subsidiary companies or operating segments until 5:00
P.M. EST, Thursday, Feb 19, 2004. Bid instructions can be
obtained by contacting Mr. Calvin Iwata at (905) 944-3533 or by
email at ciwata@cabletelgroup.com. In connection with the
solicitation of bids, the Company has not committed to sell
itself or any of its assets and reserves the right, in its sole
discretion, to reject or modify any or all bids submitted.  

The amounts owed by the Company to CommScope under the promissory
note are unsecured and fully subordinated to the rights of the
Company's senior secured lender, LaSalle Business Credit, a
division of ABN AMRO Canada N.V., Canadian Branch, under the
Company's senior credit facility. In that regard, the senior
lender has exercised its entitlement to restrict the Company from
making any payments to CommScope. As previously announced,
subject to certain conditions which the Company has or currently
believes it will satisfy, the senior lender has agreed to
forebear from taking any immediate action under the rights and
remedies afforded to it in the credit agreement and related
documents until February 20, 2004.

As previously announced, the Company is currently facing
liquidity issues and, as a result, the Company does not currently
have adequate working capital to meet its current obligations
(including repayment of the amounts owed to CommScope), thereby
putting into doubt the Company's ability to continue as a going
concern. To address these issues, the Company has been in
continuing discussions with its senior lender and is actively
exploring various options including (i) raising additional
financing through the issuance of debt or equity securities, (ii)
the restructuring of existing obligations and (iii) selling the
Company or certain of its assets. There can be no assurances that
any of these efforts will be successful and the Company may be
required to consider alternative courses of action including
filing a voluntary petition seeking protection under applicable
Canadian and/or U.S. restructuring laws.

As part of those restructuring efforts, on February 9, 2004, the
Company announced that it would consider proposals for the sale
of the Company and/or any of its subsidiary companies, Allied
Wire and Cable Ltd., Stirling Connectors USA and Stirling
Connectors Israel, or operating segments and set 5:00 PM EST,
February 17, 2004 as the deadline for submission of bids. Today,
the Company announced it has extended that deadline for
submission of bids until 5:00 PM EST, Thursday February 19, 2004.

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required to
construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international
clients with proprietary products for deployment in cable,
satellite and other wireless distribution systems. More
information about Cabletel can be found at
http://www.cabletelgroup.com/


CALPINE CORP: Buying Brazos Valley Power Plant for $175MM Cash
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN) entered into an agreement with the
owners of the Brazos Valley Power Plant to purchase the Fort Bend
County, Texas, facility for approximately $175 million in cash.
Calpine expects its wholly owned subsidiary, Calpine Construction
Finance Company, L.P. (CCFC I), will acquire the 570-megawatt,
natural gas-fired facility using the net proceeds of approximately
$150 million from the January sale of its 50-percent interest in
the Lost Pines 1 Power Project, plus cash on hand.

The special purpose companies that own Brazos Valley are
indirectly owned by the consortium of banks that had provided
construction financing for the power plant and had taken
possession of the plant from the original developer in 2003. ABN
AMRO Bank N.V., which was advised on this deal by Lehman
Brothers, acts as the manager of the current plant owners. The
acquisition is subject to obtaining Federal Trade Commission
approval and final CCFC I bondholder consent.

Calpine Chief Financial Officer Bob Kelly said, "The purchase of
Brazos Valley with proceeds from the sale of our half-interest in
Lost Pines 1 provides CCFC I with an outstanding opportunity to
defer tax liabilities by conducting a like-kind exchange to
reinvest in a strong operating asset at an attractive price. We
had two options for reinvesting the net proceeds from the Lost
Pines 1 sale: purchase another asset or repurchase CCFC I bonds.
With the expected cash flow and earnings from the plant, the asset
purchase option clearly represents the best result for Calpine,
CCFC I and CCFC I bondholders."

Calpine is the largest independent power producer in the Electric
Reliability Counsel of Texas (ERCOT) and has the cleanest, most  
fuel-efficient fleet of natural gas-fired facilities. Following
this transaction, Calpine will have 11 power plants generating
more than 6,700 megawatts of electricity serving the growing ERCOT
market and selling the power under both short- and long-term
contracts to wholesale and industrial power customers.

Brazos Valley, a 570-megawatt natural gas-fired, combined-cycle
facility, is located about 25 miles southwest of Houston. It
entered commercial operations in July 2003 and is powered by two
General Electric 7FA turbines. Upon completion of the transaction,
the Brazos Valley Power Plant will become part of the collateral
package for CCFC I bondholders. Calpine expects the deal to close
in the second quarter upon obtaining the required approvals.

Calpine Corporation, (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a
leading North American power company dedicated to providing
electric power to wholesale and industrial customers from clean,
efficient, natural gas-fired and geothermal power facilities. The
company generates power at plants it owns or leases in 21 states
in the United States, three provinces in Canada and in the United
Kingdom. Calpine is also the world's largest producer of renewable
geothermal energy, and owns or controls approximately one trillion
cubic feet equivalent of proved natural gas reserves in the United
States and Canada. The company was founded in 1984 and is publicly
traded on the New York Stock Exchange under the symbol CPN. For
more information about Calpine, visit the Web site at:

                 http://www.calpine.com/


CENDANT: Fitch Takes Various Rating Actions on 8 Securitizations
----------------------------------------------------------------
Fitch Ratings has upgraded 26 & affirmed 22 classes of Cendant
Mortgage Corporation residential mortgage-backed certificates, as
follows:

Cendant Mortgage Corporation, Mortgage Pass-Through Certificates,
Series 2001-1

        --Class P, IO1, M1 Affirmed at 'AAA';
        --Class B1 Affirmed at 'AAA';
        --Class B2 Affirmed at 'AAA';
        --Class B3 Upgraded to 'AAA' from 'AA+';
        --Class B4 Affirmed at 'A+';
        --Class B5 Affirmed at 'BB'.

Cendant Mortgage Corporation, Mortgage Pass-Through Certificates,
Series 2001-CDMC2

        --Class A2 Affirmed at 'AAA';
        --Class M Affirmed at 'AAA';
        --Class B1 Affirmed at 'AAA';
        --Class B2 Affirmed at 'AA';
        --Class B3 Affirmed at 'A';
        --Class B4 Affirmed at 'BBB-'.

Cendant Mortgage Corporation, Mortgage Pass-Through Certificates,
Series 2001-3

        --Class A8, M Affirmed at 'AAA';
        --Class B1 Affirmed at 'AAA';
        --Class B2 Upgraded to 'AAA' from 'AA+';
        --Class B3 Upgraded to 'AAA' from 'AA-';
        --Class B4 Upgraded to 'BBB-' from 'BB+';
        --Class B5 Upgraded to 'B+' from 'B'.

Cendant Mortgage Corporation, Mortgage Pass-Through Certificates,
Series 2001-6

        --Class IA1-IA3, IA5, 2A3, 2AP, 3A1, 3AP Affirmed at
             'AAA';
        --Class B1 Affirmed at 'AAA';
        --Class B2 Upgraded to 'AAA' from 'AA-';
        --Class B3 Upgraded to 'A' from 'BBB+';
        --Class B4 Affirmed at 'BB';
        --Class B5 Affirmed at 'B'.

Cendant Mortgage Corporation, Mortgage Pass-Through Certificates,
Series 2001-12

        --Class A6, M-1 Affirmed at 'AAA';
        --Class B1 Affirmed at 'AAA';
        --Class B2 Upgraded to 'AAA' from 'A+';
        --Class B3 Upgraded to 'AA' from 'BBB+';
        --Class B4 Upgraded to 'A' from 'BB';
        --Class B5 Upgraded to 'BBB' from 'B'.

Cendant Mortgage Corporation, Mortgage Pass-Through Certificates,
Series 2002-3

        --Class A2, A4, A5, P Affirmed at 'AAA';
        --Class B1 Upgraded to 'AAA' from 'AA';
        --Class B2 Upgraded to 'AA' from 'A';
        --Class B3 Upgraded to 'A' from 'BBB';
        --Class B4 Upgraded to 'BBB' from 'BB';
        --Class B5 Upgraded to 'BB' from 'B'.

Cendant Mortgage Corporation, Mortgage Pass-Through Certificates,
Series 2002-4

        --Class A1-A2, A4, A6, P Affirmed at 'AAA';
        --Class B1 Upgraded to 'AAA' from 'AA';
        --Class B2 Upgraded to 'AA' from 'A';
        --Class B3 Upgraded to 'A' from 'BBB';
        --Class B4 Upgraded to 'BBB' from 'BB';
        --Class B5 Upgraded to 'BB' from 'B'.

Cendant Mortgage Corporation, Mortgage Pass-Through Certificates,
Series 2002-06P

        --Class A3-A7, AM 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 Upgraded to 'BB+' from 'BB';
        --Class B5 Upgraded to 'B+' from 'B'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


CENTURY CARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Century Care of America, Inc.
        aka Austin Nursing Center, Inc.
        aka Athens Nursing Center, Inc.
        aka Tomball Nursing Center, Inc.
        aka Granbury Villa Nursing Center, Inc.
        aka Whispering Oaks Manor
        23515 Paradise Cove
        Marble Falls, TX 78654-3312

Bankruptcy Case No.: 04-10801

Type of Business: The Debtor provides health care services.

Chapter 11 Petition Date: February 11, 2004

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: J. Craig Cowgill, Esq.
                  Cowgill & Holmes, PLLC Attorney at Law
                  2211 Norfolk, Suite 1190
                  Houston, TX 77098
                  Tel: 713-956-0254

Total Assets: $51,471,523

Total Debts:  $21,052,563

Debtor's 20 Largest Unsecured Creditors:

Entity
------
Symphony Rehabilitation

American Pharm. Services

Tri+City Heal Centre

Trinty Rehab, Inc.

Century Care, Inc.

Rehab Pro

Rehabcare Group

Integrated Pharmacy Services

American Pharm. Services

American Pharmaceutical

City of Austin Utilities

Onr. Inc.

Southwest Medical Sales

Dilly Uniform

Associated Medical Products

NCS Healthcare

Gloyer's Pharmacy

Lifechek Drug #16

Sysco Food Services

Rod E. Gorman


CHATTEM INC: S&P Assigns B+/B- Ratings to Senior Debt Issues
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Chattem Inc., a provider of over-the-counter
health care products. At the same time, Standard & Poor's assigned
a 'B+' senior unsecured debt rating to Chattem's planned $75
million floating rate note offering due 2010 and a 'B-' senior
subordinated debt rating to Chattem's planned $125 million note
offering due 2014.

Both offerings will be issued under Rule 144A with registration
rights and will be used to repay the company's existing $200
million of subordinated notes due 2008, as well as its existing
credit facility. As part of the planned refinancing, Chattem will
enter into a new $50 million revolving credit facility, which will
not be rated by Standard & Poor's.

The outlook is stable.

"The ratings affirmation is based on Chattem's improved operating
performance during the past two years and expected further
improvement in cash flow coverage as a result of the planned
refinancing, which will lower the company's interest burden," said
Standard & Poor's credit analyst Patrick Jeffrey. However,
Chattem's ratings continue to be constrained by ongoing litigation
regarding products that contain phenylpropanolamine and ephedrine.
While Chattem expects that a significant portion of its PPA
litigation will be settled by the second half of 2004, ongoing
litigation for both ingredients needs to be substantially resolved
before a positive ratings revision or outlook is considered.

The ratings reflect Chattem Inc.'s moderately high leverage,
aggressive acquisition history, and litigation risk. These factors
are partially offset by the company's improved operations during
the past two years. The company maintains a strong gross margin,
exceeding 70%, and a solid position in certain niches of the
branded, over-the-counter health care market.

The company's litigation risk is related to its Dexatrim product,
which has been revised twice in the past few years due to safety
concerns. In 2000, the U.S. Food and Drug Administration
recommended that the use of phenylpropanolamine, the former active
ingredient in Dexatrim, be discontinued for safety concerns.
Chattem stopped production of Dexatrim with PPA and introduced a
modified Dexatrim product (with ephedrine) that restored sales to
historical levels. Then in September 2002, Chattem discontinued
manufacturing Dexatrim with ephedrine as well because of
additional safety concerns. The company continues to sell
Dexatrim, but now uses an ephedrine-free formulation.

Chattem is a defendant in a significant number of lawsuits
involving claims of injury related to the use of the product, the
first of which was settled in May 2003 for $3 million plus
$500,000 in fees. The settlement amount was fully funded by the
company's product liability insurance. No trial dates are
currently scheduled for cases involving Dexatrim. In December
2003, Chattem entered into a memorandum of understanding to
settle its litigation relating to Dexatrim products containing
PPA, which the company expects to complete in the second half of
2004. Still, litigation relating to products containing ephedrine
is expected to continue beyond 2004.


CLB HOLDINGS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: CLB Holdings, Inc.
        c/o Cheryl L. Bale
        370 Beauregard Boulevard
        Fayetteville, Georgia 30215

Bankruptcy Case No.: 04-90889

Chapter 11 Petition Date: February 3, 2004

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: George M. Geeslin, Esq.
                  3355 Lenox Road, Suite 875
                  Atlanta, GA 30326-1357
                  Tel: 404-841-3464
                  Fax: 404-816-1108

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Fulton County Government                   $133,383

Premier Assign.                             $47,741

Osprey                                      $25,000

MBNA                                        $19,332

City of Atlanta                             $18,956

Fulton County Government                    $16,983

Rich's                                      $16,143

U.S. Food                                   $10,761

Rich's                                      $10,690

Hughes                                      $10,134

BB&T                                         $6,000

Bank of America                              $4,369

Sears                                        $3,440

Rooms-to-Go                                  $3,263

American Abitration                          $3,125

American Express                             $3,038

Advanta                                      $2,932

Georgia Power                                $2,610

Discover                                     $2,205

City of Atlanta                              $2,487


COLLINS & AIKMAN: S&P Rates $185M Senior Secured Term Loan at B+
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' rating to
Troy, Michigan-based Collins & Aikman Products Co.'s new $185
million senior secured tranche A-1 term loan, guaranteed by parent
Collins & Aikman Corp. (B+/Negative/--), and assigned a '3'
recovery rating to the facility.

The 'B+' rating is at the same level as the parent's corporate
credit rating; this and the '3' recovery rating indicate a
meaningful (50%-80%) expectation of recovery of principal in the
event of a default. The corporate credit and other ratings of
Collins & Aikman were affirmed. The company has total debt of
about $1.7 billion, including off-balance-sheet operating leases
and sold accounts receivable. The rating outlook is negative.

Proceeds from the new term loan will be used to prepay Collins &
Aikman's existing two term loans in forward order of maturity,
which improves the company's near-term financial flexibility by
reducing required debt amortization payments. The new term loan
matures concurrently with the company's other bank credit
facilities on Dec. 31, 2005.

"The ratings on Collins & Aikman reflect its exposure to the
highly competitive and cyclical automotive supply industry and a
weak financial profile, partially mitigated by strong market
positions for its products," said Standard & Poor's credit analyst
Martin King.

Collins & Aikman is a major producer of vehicle interior products,
such as instrument panels, carpet, and plastic components. Through
several acquisitions the company has achieved improved product,
customer, and geographic diversity and greater scale in key
product areas. Collins & Aikman is now the No. 1 North American
supplier of garnish trim, instrument panel components, and
integrated cockpit modules, a sector of the auto supplier industry
that is expected to show above-average growth during the next few
years.


CONSOL ENERGY: SEC Registration Statement Declared Effective
------------------------------------------------------------
CONSOL Energy Inc.'s (NYSE: CNX) registration statement on Form
S-3 with respect to the resale by selling stockholders of
52,374,525 shares of its common stock was declared effective by
the United States Securities and Exchange Commission.  The shares
were sold in private placements in September 2003 by CONSOL Energy
and RWE Power AG and in October 2003 by RWE Power AG.  A third
private placement, announced February 13, 2004, of 16,662,932
shares of common stock has not yet closed, and these shares are
not included in this registration.

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

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


CORECARE BEHAVIORAL: Bankruptcy Court Confirms Chapter 11 Plan
--------------------------------------------------------------
On February 5, 2004, CoreCare Behavioral Health Management, Inc.
d/b/a/ Kirkbride Center and CoreCare Realty Corporation achieved
confirmation of its Chapter 11 Plan of Reorganization in U.S.
Bankruptcy Court for the Eastern District of Pennsylvania. Both
Companies had previously filed for bankruptcy in May 6, 2002, to
preserve the Company's major asset, Kirkbride Center, as its
mortgage expired on May 15, 2002 and a mortgage extension was
uncertain.

The Plan calls for CoreCare Systems, Inc. to retain its ownership
and management of its business known as the Kirkbride Center at
the Blackwell Human Services Campus at 49th and Market Streets in
Philadelphia, Pennsylvania.

The Plan, effected under the leadership of Albert Ciardi, III, the
Company's Counsel, was consensual with all creditors and provides
for a cash infusion of $1,200,000 into CoreCare and a
restructuring of all of its debts. The cash infusion was provided
by the Company's new mortgage company Kirkbride Holding LLC, an
affiliate of Allied Partners, Inc., New York, New York. Thomas T.
Fleming, Chairman, commented that the reorganization was made
possible by the strong support of the City of Philadelphia and the
cooperation of the key creditors in maintaining the social service
mission of the Hospital.

As part of the Plan of Reorganization, CoreCare Behavioral Health
Management, Inc. will transfer its real estate to a newly formed
subsidiary Kirkbride Realty Corporation. This will allow CoreCare
to separate its healthcare operations from its real estate
development activities. Management believes this new structure
will enable each Company to separately finance future growth and
improve the Company's access to capital.

The new subsidiary, Kirkbride Realty Corporation leases a
substantial portion of its real estate to third party health and
social service companies in addition to the healthcare
subsidiaries of CoreCare Systems, Inc. These third party tenants
include, Travelers Aid, Baptist Children's Services, Consortium,
West Philadelphia Charter School, Mill Creek School, Children
Hospital, Children Services, Market Street Constructors and
others. On September 22, 2003 the property was named the Blackwell
Human Services Campus to reflect its mission to serve the health
and social service needs of the West Philadelphia Community.

Kirkbride Center, formerly known as the Institute of Pennsylvania
Hospital, was acquired in February 1997. CoreCare Behavioral
Health Management, Inc. is licensed as a 74-bed psychiatric
hospital and a 137-bed Drug & Alcohol Rehabilitation program. In
February 2002, CoreCare Systems, Inc. sold the real estate and
buildings owned in Bucks County by Westmeade Healthcare, Inc. and
relocated the behavioral services to Kirkbride Center as a tenant.
This relocation allowed Westmeade to expand its licensed services
from 32 beds to 42 beds while reducing overhead and eliminating
debt.

CoreCare Systems, Inc. (Pink Sheets: CRCS) the parent company of
CoreCare Behavioral Health Management, Inc., CoreCare Realty
Corporation and Kirkbride Realty Corporation was NOT included in
the Chapter 11 filing. Westmeade Healthcare, Inc., Quantum
Clinical Services Group and CoreCare Food Services, Inc., wholly
owned subsidiaries of the parent Company were NOT involved in the
Chapter 11 proceedings. CoreCare Systems provides a comprehensive
range of behavioral health services through its two subsidiaries
CoreCare Behavioral Health Management, Inc. and Westmeade
Healthcare, Inc.; clinical drug testing for central nervous
systems drugs through its subsidiary Quantum Clinical Services
Group, food services for its tenants through CoreCare Food
Services, Inc. and tenant leasing and real estate development
through Kirkbride Realty Corporation.

CoreCare Systems, Inc. filed its last 10-K in November 2000 which
included its 1999 audit report. Reporting delays have occurred due
to the Company's change of audit firms for its 1999 audit to BDO
Seidman and its major subsidiaries' bankruptcy in 2002. The
Company's major priority for 2004 is to complete its audit reports
and resume its SEC reporting.

CoreCare Systems, Inc. is a regional provider of behavioral
services in Southeastern Pennsylvania. It provides services to
adolescents, dual diagnosis, and drug and alcohol rehabilitation
patients. The Company also conducts clinical drug trials as well
as developing its real estate holdings. The Company has
approximately 250 employees and provides services to over 200
patients.


CONVALCARE CORP: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Convalcare Corporation
        406 West Main Street
        Stockbridge, Michigan 49285

Bankruptcy Case No.: 04-01164

Type of Business: The Debtor operates a Nursing Home.

Chapter 11 Petition Date: February 3, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Richard A. Cascarilla, Esq.
                  Murphy Brenton & Spagnuolo PC
                  4572 South Hagadorn Suite 1A
                  East Lansing, MI 48823-5385
                  Tel: 517-351-2020

Total Assets: $1,019,321

Total Debts:  $2,694,720

Debtor's 18 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Unpaid federal taxes      $400,980
Attn: Mary Cook
Bldg. B Suite 201
3100 West Road
East Lansing, MI 48823

State of Michigan             Unemployment taxes        $252,313
Department of Consumer &
Industry
3024 W. Grand Rd.
Detroit, MI 48202

Tahzibul Rizvl                Loan                      $245,000

Sandra L. Suter               Stock sale to corp.       $195,000

Standard Federal Bank         Credit Line                $47,020

Department of Community       Medicaid repayments        $39,444
Health

Ann Arbor Physical Therapy                               $27,000

Specialized Pharmacy          Goods provided             $26,646

Universal Re                                             $25,896

White, Schneider, Young &     Legal services             $16,237
Chiodni

American Express              Credit card                $12,433

Consumer Energy Company       Utility service            $11,910

Accident Fund                 Insurance                   $8,545

Maxim Health Care Services,                               $7,523
Inc.

Marcia Himelhoch              Loans for materials         $7,500

Capital One                   Credit line                 $6,505

Arjo                                                      $6,468

CareLinc Medical Equipment &  Medical supplies            $4,458
Supply


CORDOVA FUNDING: S&P Cuts Series A Bond Rating Down One Notch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Cordova
Funding Corp.'s $225 million series A senior secured bonds due
2019 to 'B-' from 'B'. The outlook is negative.

CFC is the funding vehicle that issued debt and subsequently
loaned the proceeds to its affiliate, Cordova Energy Co. LLC,
which guarantees CFC's payment obligations. Cordova, which is
wholly owned by MidAmerican Energy Holdings Co. (MEHC; BBB-
/Positive/--), completed the 537-MW natural gas-fired, combined-
cycle power plant located in Rock Island County, Ill. in June
2001.

The downgrade reflects the project's reliance on a tolling
agreement with brEl Paso Merchant Energy Co. that expires in 2019.
El Paso Corp. (B-/Negative/--) guarantees the obligations of El
Paso Merchant Energy. Standard & Poor's recently lowered the
rating on El Paso Corp. to 'B-' from 'B'.

"In the absence of the tolling agreement, Cordova would be forced
to operate in the merchant market, and given current market
conditions, would likely not be able to service its debt in a
timely manner," said credit analyst Scott Taylor.

Cordova exercised an option under the power purchase agreement to
call back 50% of the project output for sales to others for the
contract years ending on or prior to May 14, 2004. Cordova
subsequently entered into a power purchase agreement with
MidAmerican Energy Co. (MEC; A/Stable/A-1), whereby MEC will
purchase 50% of the capacity and energy from Cordova until May 14,
2004. However, there can be no assurances that Cordova will
continue to exercise this option, in which case 100% of the
capacity would be under contract with El Paso Corp.

The project has generated a debt service coverage ratio of 1.2x
over the 12 months ended September 2003, as it has received its
payments under the tolling agreements as it continues to meet
availability targets. As of Dec. 31, 2003, it is prohibited from
making distributions due to its failure to meet its distribution
test of 1.35x debt service coverage ratio.

The negative outlook on CFC reflects that of El Paso Corp. as the
tolling agreement guarantor. El Paso Corp.'s negative outlook
reflects the daunting obstacles it faces through 2006 as it
attempts to achieve its reorganization plan. Falling short on any
of the plan's components or further weakness in the company's
ability to produce operating cash flow from its core businesses
could lead to lower ratings. The large reserve estimate revision
also raises corporate governance concerns, and the outcome of the
company's internal investigation into the reserve reduction and
any other repercussions from the write-down could result in
further rating actions.


COVANTA: Asks for March 29 Plan-Filing Exclusivity Extension
------------------------------------------------------------
James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, informs the Court that the Covanta Energy Debtors and
their professionals have made progress in preparation for their
emergence from Chapter 11, specifically:

A. Filing of Second Plans

   The Debtors finalized the details of an alternative plan of
   reorganization and liquidation pursuant to which Danielson
   Holding Corporation will purchase 100% of the equity of the
   Reorganized Covanta for $30,000,000.  The Debtors engaged in
   lengthy negotiations with DHC, culminating in the execution of
   an agreement dated December 2, 2003, which embodies the terms
   of the DHC Transaction.  The Debtors also sought and obtained
   the Court's approval of the commitment fee necessary to enter
   into the DHC Transaction.

   The Debtors are also negotiating the exit financing for their
   reorganization under the Second Reorganization Plan, including
   two credit facilities to support their domestic operations and
   a revolving credit facility and a term loan facility to
   support the operations of Debtor Covanta Power International
   Holdings, Inc. and its subsidiaries.  In addition, the Debtors
   are negotiating an indenture for 8.25% Senior Secured Notes
   Due 2011 and an indenture for 7.50% Subordinated Unsecured
   Notes Due 2012.  Upon emergence, Reorganized Covanta intends
   to issue notes under these indentures to certain classes of
   creditors.

   The Debtors have filed the Second Disclosure Statements
   together with the Second Plans.  On January 14, 2004, the
   Court approved the Second Disclosure Statement.  Currently,
   the Debtors are in the process of soliciting acceptances of
   the Second Plans.

B. Confirmation of Heber Plan

   The Court completed the auction of the Geothermal Assets and
   confirmed the Heber Plan on November 23, 2003, which became
   effective on December 18, 2003.  In accordance with the Heber
   Plan, the Geothermal Assets were sold to Ormat Nevada, Inc.  
   The Heber Debtors have reorganized pursuant to the Heber Plan
   and have emerged from Chapter 11.  The Debtors and their
   counsel have undertaken great efforts to complete the
   reorganization of the Heber Debtors.

C. Claims Objections

   The Debtors filed several omnibus objections to claims.  
   The Debtors negotiated with numerous claimants to obtain a
   mutual resolution of their claims.  As a result, the Debtors
   obtained the consensual withdrawal of numerous proofs of claim
   against their estates.  These withdrawals helped preserved the
   Debtors' estates for their creditors.

D. Sale of Anaheim Assets

   The Debtors substantially completed the process of eliminating
   their non-core businesses, including closing the sale of their
   interests in the Anaheim Assets.  Under a previous Arena
   Management Agreement, Debtor Ogden Facility Management
   Corporation of Anaheim managed the day-to-day operations of
   the Arrowhead Pond Arena.  After lengthy negotiations, the
   Debtors entered into a Termination Agreement, pursuant to
   which Ogden FMCA would reject the Arena Management Agreement,
   and Ogden FMCA and Covanta would otherwise terminate their
   management and financial obligations in connection with the
   Anaheim Assets.  The Debtors sought the Court's approval of
   the Arena Termination Agreement on December 8, 2003, and the
   Arena Termination Agreement was consummated on December 16,
   2003.

E. WTE Restructuring

   The Debtors continued working on issues relating to their WTE
   facilities:

      (1) On May 22, 2003, the Town of Babylon, New York, filed a
          claim alleging that Covanta Babylon, Inc. failed to
          accept the levels of waste that it is required to under
          a service agreement they entered into.  After lengthy
          negotiations, the Debtors and the Town entered into a
          settlement agreement that would restructure the
          parties' relationship.  The Court approved the
          settlement in principle on December 17, 2003.  The
          Babylon Settlement has not yet been consummated, and
          the Debtors continue to work toward that end.

      (2) The Debtors separately sought to address certain issues
          related to its subsidiary, Covanta Tampa Construction,
          Inc.  CTC is in the process of completing construction
          of a 25 million gallon-per-day desalination water
          facility under a contract with the Tampa Bay Water
          Authority.  In October 2003, Tampa Bay issued a notice
          to CTC indicating that it considered CTC in default of
          the parties' contract.  On October 29, 2003, CTC filed
          its voluntary petition for relief under Chapter 11 of
          the Bankruptcy Code.  Its case is now being jointly
          administered with the other Debtors' cases.

          On November 14, 2003, Tampa Bay initiated an adversary
          proceeding against CTC, and moved for relief from the
          automatic stay so that it could take possession of the
          Tampa Water Facility.  On November 25, 2003, the Court
          continued these motions until a future date.  The
          parties are currently engaged in discovery in the
          adversary proceeding and are taking part in Court-
          ordered mediation of the dispute.  CTC and Covanta
          Tampa Bay, Inc. are not currently included as
          reorganizing debtors in the Second Plans.  The Debtors
          are still in the process of determining the best course
          of action with regard to these Debtors.

      (3) In late 2000, Lake County, Florida sued Covanta Lake,
          Inc. for a declaration that the WTE service agreement  
          between them violated the Florida constitution.  The
          litigation was stayed upon the Debtors' filing for
          Chapter 11 protection.  On June 20, 2003, Covanta Lake  
          initiated an adversary proceeding seeking to collect
          amounts due under the Lake Agreement.  The Debtors and
          Lake County have reached a tentative settlement of
          their dispute that would restructure the relationship
          between Covanta Lake and Lake County.  The Lake
          Settlement is contingent on a favorable resolution of a
          claim asserted by F. Brown Gregg.  The Debtors filed a
          post-trial brief in support of their objection to
          Gregg's claim, a response to Gregg's post-trial brief,
          as well as a motion to strike Gregg's recalculation of
          damages in his reply brief.  The Debtors continue to
          seek a possible resolution of the dispute and have
          devoted a substantial amount of time to this end.

F. Amendments to DIP Financing Facility

   In order to ensure continued compliance with the terms of the
   DIP Financing Facility on an ongoing basis and to address
   certain matters not covered in the original DIP Financing
   Facility, the Debtors negotiated an amendment to the DIP
   Financing Facility.  

Clearly, the Debtors have made substantial progress in the
administration of their cases.  However, Mr. Bromley explains,
the administrative burden of these Chapter 11 cases as well as
the inherent uncertainty of its process may require the Debtors
to adjourn the confirmation hearing for the Second Plans until
some later date.  Nevertheless, Mr. Bromley assures the Court,
the Debtors remain committed to emerging from Chapter 11
bankruptcy as soon as possible.  

Accordingly, the Debtors ask the Court to extend their exclusive
periods to file a plan of reorganization through and including
March 29, 2004; and to solicit acceptances of that plan through
and including May 28, 2004. (Covanta Bankruptcy News, Issue No.
47; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CREDIT SUISSE: S&P Assigns Prelim. Ratings to Series 2004-C1 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse First Boston Mortgage Securities Corp.'s
$1.62 billion commercial mortgage pass-through certificates series
2004-C1.

The preliminary ratings are based on information as of
Feb. 18, 2004. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
A-4, B, and C are currently being offered publicly. Standard &
Poor's analysis determined that, on a weighted average basis, the
conduit portion of the pool (not including co-op loans) has a debt
service coverage of 1.66x, a beginning loan-to-value (LTV) of
84.1%, and an ending LTV of 70.8%.

                PRELIMINARY RATINGS ASSIGNED
        Credit Suisse First Boston Mortgage Securities Corp.
        Commercial mortgage pass-through certs series 2004-C1
        Class             Rating             Amount
        A-1               AAA            84,226,000
        A-2               AAA           260,312,000
        A-3               AAA           156,544,000
        A-4               AAA           885,147,000
        B                 AA             44,586,000
        C                 AA-            18,240,000
        D                 A              36,480,000
        E                 A-             18,240,000
        F                 BBB+           22,293,000
        G                 BBB            16,213,000
        H                 BBB-           18,240,000
        J                 BB+             8,107,000
        K                 BB              8,106,000
        L                 BB-             6,080,000
        M                 B+             10,133,000
        N                 B               4,054,000
        O                 B-              4,053,000
        P                 N.R.           20,266,959
        A-X*              AAA       1,621,320,959**
        A-SP*             AAA       1,525,776,000**
        A-Y*              AAA         148,581,712**
   
               * Interest-only class.
               ** Notional amount.


CROWN CASTLE: December 2003 Working Capital Deficit Tops $20MM
--------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) reported results for
the fourth quarter ended December 31, 2003.

Site rental and broadcast transmission revenue for the fourth
quarter of 2003 increased 19.4% percent to $214.0 million from
$179.3 million for the same period in the prior year. Operating
income improved to $23.6 million in the fourth quarter of 2003
from a loss of $3.6 million in the fourth quarter of 2002, an
increase of $27.1 million.

Site rental and broadcast transmission revenue for the full year
2003 increased 16.1% percent to $786.8 million from $677.8 million
for the full year 2002. Operating income improved $78.3 million to
$51.7 million for the full year 2003 from a loss of $26.6 million
for the full year 2002.

Net loss was $171.4 million for the fourth quarter of 2003,
inclusive of $122.8 million in losses from the retirement of debt
and preferred securities, compared to a net loss of $34.9 million
for the same period in 2002, inclusive of $49.1 million of gains
from the retirement of debt. Net loss after deduction of dividends
on preferred stock was $181.4 million in the fourth quarter of
2003, inclusive of $122.8 million in losses from the retirement of
debt and preferred securities, compared to a loss of $4.2 million
for the same period last year, inclusive of $98.8 million in gains
from the retirement of debt and preferred securities. Fourth
quarter net loss per share was $(0.83) compared to a loss per
share of $(0.02) in last year's fourth quarter of 2002. Prior to
July 1, 2003, gains and losses from purchases of our 12 3/4%
Senior Exchangeable Preferred Stock were presented as part of
dividends on preferred stock in our consolidated statement of
operations. Since that date, such gains and losses are presented
as part of interest and other income (expense) due to the adoption
of a new accounting standard for mandatorily redeemable financial
instruments.

Net loss for full year 2003 was $420.9 million, inclusive of
$160.3 million in losses from the retirement of debt and preferred
securities, compared to a net loss of $272.5 million for the same
period in 2002, inclusive of $79.1 million of gains from the
retirement of debt. Net loss after deduction of dividends on
preferred stock was $474.8 million for the full year 2003,
inclusive of $160.0 million in losses from the retirement of debt
and preferred securities, compared to a loss of $252.9 million for
the same period last year, inclusive of $178.6 million in gains
from the retirement of debt and preferred securities. Full year
2003 net loss per share was $(2.19) compared to a loss per share
of $(1.16) for full year 2002.

Net cash from operating activities for the fourth quarter of 2003
was $116.0 million. Free cash flow, defined as net cash from
operating activities less capital expenditures, for the fourth
quarter of 2003 was a source of cash of $92.3 million. For the
full year 2003, net cash from operating activities was $260.0
million. Free cash flow for the full year 2003 was a source of
cash of $141.1 million, an improvement of $209.5 million from a
use of cash of $68.3 million for the same period last year.

                    OPERATING RESULTS

US site rental revenue for the fourth quarter of 2003 increased
$9.6 million, or 8.9%, to $117.7 million, up from $108.0 million
for the same period in 2002, and UK site rental and broadcast
transmission revenue for the fourth quarter of 2003 increased
$23.2 million, or 35.5%, to $88.4 million, up from $65.2 million
for the same period in 2002. These revenue results approximate
same tower sales as over 99% of Crown Castle's sites were in
operation for the 12 months preceding December 31, 2003.

On a consolidated basis, site rental and broadcast transmission
gross margin, defined as site rental and broadcast transmission
revenue less site rental and broadcast transmission cost of
operations, increased 21% to $130.5 million, up $22.7 million in
the fourth quarter of 2003 from the same period in 2002. During
the past 12 months, Crown Castle's results have benefited
predominantly from organic growth and, in part, from the weakening
US dollar relative to the currencies of its UK and Australian
subsidiaries.

Net cash from operating activities and free cash flow for the
fourth quarter of 2003 benefited from $54.9 million in working
capital improvements, including approximately $45 million of
prepaid 2004 rent in the UK. For the fourth quarter of 2003, US
capital expenditures were $5.3 million and UK capital expenditures
were $17.0 million. During the fourth quarter of 2003, Crown
Castle developed 15 sites in the UK under our agreement with
British Telecom.

"We are pleased with the significant free cash flow generated in
2003," stated John P. Kelly, President and Chief Executive Officer
of Crown Castle. "Growth in the core business and the reduction of
interest expense, capital expenditures, and working capital
contributed to an increase in free cash flow in 2003. Based on
current run-rate tower revenue and the positive impact of currency
movements in the UK and Australia we have raised our 2004 outlook.
While our 2004 outlook is currently based on the 2003 level of new
leasing activity, we continue to see positive signs from the
increase in site applications from our customers in the US, which
may result in additional revenue. Likewise, in the UK, we continue
to see significant activity as customers deploy their 3G networks.
I am very pleased with the degree to which we exceeded our 2003
financial targets and look forward to further financial and
operational accomplishments in 2004."

                   BALANCE SHEET IMPROVEMENTS

Crown Castle's December 31, 2003 balance sheet shows a working
capital deficit of $20,074,000

"During the fourth quarter, we significantly reduced interest
expense and increased free cash flow," stated W. Benjamin
Moreland, Chief Financial Officer of Crown Castle. "The net result
of our refinancing activities during the fourth quarter was to
reduce the interest rate by approximately 390 basis points on a
portion of our debt, which will save us approximately $37 million
per year in interest expense, bringing total annual interest
expense to approximately $211 million. In addition, we have
extended the maturities of our debt, including our convertible
notes and preferred stock, such that 88% of the maturities are at
2010 and beyond. Given our current interest expense coverage and
the maturity schedule of our debt, we are comfortable with our
plan to continue to reduce our overall leverage through the
expected growth in operating results and the investment of free
cash flow to pay down debt. We are pleased to end 2003 with total
debt and preferred stock of 7.7x fourth quarter annualized
adjusted EBITDA, which is down 1.2x from 8.9x at the end of 2002."

On October 10, 2003, Crown Castle announced the completion of an
amended $1.6 billion credit facility for its restricted group
operating company ("OpCo Facility") and made certain changes to
its capital structure. The OpCo Facility is comprised of a $192.5
million Term A loan, a $1.1 billion Term B loan and an unfunded
$341 million revolving credit facility. Crown Castle also
designated its UK subsidiary ("CCUK") as a restricted subsidiary,
repaid the CCUK senior credit facility and redeemed CCUK's 9%
Guaranteed Bonds due 2007.

On November 24, 2003, Crown Castle announced cash tender offers
for its 10 3/8% Senior Discount Notes and 11 1/4% Senior Discount
Notes (together "Discount Notes"). The tender offers for these
notes expired on December 23, 2003. During the fourth quarter,
Crown Castle purchased $418.7 million of the 10 3/8% Senior
Discount Notes using $456.2 million in cash and $178.9 million of
the 11 1/4% Senior Discount Notes using $200.2 million in cash.
After adjusting for Discount Notes purchased after December 31,
2003, Crown Castle has $11.0 million and $10.1 million outstanding
of its 10 3/8% Senior Discount Notes and 11 1/4% Senior Discount
Notes, respectively.

On December 5, 2003, Crown Castle announced cash tender offers for
its 9% Senior Notes and 9.5% Senior Notes (together "Senior
Notes"). The tender offers for these notes expired on January 6,
2004. During the fourth quarter, including Senior Notes received
in connection with tender offers and open market purchases, Crown
Castle purchased $136.0 million of the 9% Senior Notes using
$145.6 million in cash and $97.5 million of the 9.5% Senior Notes
using $106.4 million in cash. After adjusting for the settlement
of the tenders, at December 31, 2003, Crown Castle had $26.1
million and $4.8 million outstanding of its 9% Senior Notes and
9.5% Senior Notes, respectively. Crown Castle recorded a loss on
the extinguishment of debt of $119.7 million in the fourth quarter
of 2003 based on the tendered Discount Notes and the Senior Notes
that had been tendered at December 31, 2003. The Senior Notes
tendered at December 31, 2003 were classified as current
maturities of long-term debt at year-end. Crown Castle paid for
these notes on January 7, 2004.

On December 15, 2003, Crown Castle redeemed all of the outstanding
12 3/4% Senior Exchangeable Preferred Stock due 2010, which had an
aggregate redemption value of $47.0 million, for $50.0 million
based on the contractual call price of 106.375%.

Further, during the fourth quarter, Crown Castle sold $600 million
of 7.5% Senior Notes. Crown Castle used the proceeds from these
offerings along with existing cash balances for the redemption,
tender and purchase of certain of its securities as described
above.

Also, during the fourth quarter of 2003, Crown Castle repaid $20
million of its Crown Atlantic credit facility, bringing the
remaining balance to $195 million. After adjusting for the January
settlement of the cash tender offers for its Senior Notes, at
December 31, 2003, Crown Castle had approximately $585 million of
total liquidity, comprised of approximately $189 million of cash
and cash equivalents and total availability under its OpCo
Facility and Crown Atlantic credit facility of approximately $396
million.

On February 12, 2004, Crown Castle received unanimous consent from
its lenders to amend its Crown Atlantic credit facility to reduce
the amount of the revolver from $301.1 million to $250 million.

                       OUTLOOK

The following statements are based on current expectations and
assumptions and assume a US dollar to UK pound exchange rate of
1.75 dollars to 1.00 pound and a US dollar to Australian dollar
exchange rate of 0.70 US dollars to 1.00 Australian dollar.

Crown Castle has adjusted certain elements of its previously
provided financial guidance for full year 2004, including
increasing site rental and broadcast transmission revenue from
between $810 million and $835 million to between $860 million and
$870 million and increasing free cash flow from between $120
million and $140 million to between $145 million and $160 million
for the full year 2004. Crown Castle's outlook for net cash
provided by operating activities is based on interest expense on
its existing debt balances and does not include savings from
interest expense reductions that may be achieved through further
debt reductions and refinancings.

Crown Castle's adjusted 2004 outlook includes an upward adjustment
to site rental and broadcast transmission revenue based on fourth
quarter 2003 run-rate site rental and broadcast transmission
revenue and expected foreign exchange rates. Further, Crown
Castle's 2004 outlook assumes that leasing activity remains
constant with 2003 leasing activity.

Crown Castle International Corp. (S&P, B- Corporate Credit Rating,
Stable Outlook) engineers, deploys, owns and operates
technologically advanced shared wireless infrastructure, including
extensive networks of towers and rooftops as well as analog and
digital audio and television broadcast transmission systems.  The
Company offers near-universal broadcast coverage in the United
Kingdom and significant wireless communications coverage to 68 of
the top 100 United States markets, to more than 95 percent of the
UK population and to more than 92 percent of the
Australian population.  The Company owns, operates and manages
over 15,500 wireless communication sites internationally.  For
more information on Crown Castle visit http://www.crowncastle.com/


CUMMINS INC: GE Commercial Provides $200 Million Credit Facility
----------------------------------------------------------------
GE Commercial Finance's Corporate Lending group announced that it
has provided a $200 million credit facility to Cummins Inc. There
are no current borrowings outstanding under the credit facility,
which replaced an existing credit line.

"This transaction illustrates our ability to serve the complex
financial needs of large corporations, and strengthens our
leadership position in the Indiana and automotive lending market,"
said Mark Jacobs, senior vice president, GE Commercial Finance
Corporate Lending, who led the financing team.

"Our ability to make this $200 million commitment was greatly
facilitated by our group's established expertise in receivables
financing as well as our deep familiarity with the automotive and
other markets served by Cummins," Mr. Jacobs said.

         About GE Commercial Finance Corporate Lending

GE Commercial Finance Corporate Lending offers financing to
clients from middle-market companies to large corporations.
Products and services include asset-based financing, cash flow
lending and corporate restructuring. Corporate Lending is a
leading global provider of financing solutions for investment and
non-investment grade companies - committed to supporting clients
at all stages of the business cycle. For more information on the
businesses and products of GE Commercial Finance Corporate
Lending, please visit http://www.gelending.com/

GE Commercial Finance, which offers businesses around the globe an
array of financial products and services, has assets of over $217
billion and is headquartered in Stamford, Conn. General Electric
(NYSE: GE) is a diversified technology and services company
dedicated to creating products that make life better.

Based in Columbus, Ind., Cummins Inc. (NYSE:CMI) (S&P, BB+
Corporate Credit Rating, Negative), a global power leader, is a
corporation of complementary business units that design,
manufacture, distribute and service engines and related
technologies, including fuel systems, controls, air handling,
filtration, emission solutions and electrical power generation
systems. Cummins serves its customers through more than 680
company-owned and independent distributor locations in 137
countries and territories. Cummins reported sales of $6.3 billion
in 2003.


DAMA INC: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Dama, Inc.
        dba Sergio's Hair Salon
        10919 Wurzbach Road
        San Antonio, Texas 78230

Bankruptcy Case No.: 04-50617

Type of Business: The Debtor owns a hair salon with beauty, spa
                  and personal care services including facials,
                  massage, pedicures, manicures and hairstyling.

Chapter 11 Petition Date: January 30, 2004

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: James Samuel Wilkins, Esq.
                  Willis & Wilkins, L.L.P.
                  105 South Saint Mary's, Suite 2300
                  San Antonio, TX 78205
                  Tel: 210-271-9212

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Internal Revenue Service                   $682,374
Special Procedures Branch
300 E. 8th Street Stop 5022 AUS
Austin, TX Stop 78701

Alta Health and Life Insurance Co.          $33,853

Southwestern Bell Yellow Pages, Inc.        $30,339

CPRK II, L.P. (Brookhollow)                 $24,850

Tanswestern Publishing, L.L.C.               $8,490

Menu Dynamics                                $2,488

SBC-San Antonio                              $1,118

KSAT                                         $1,020

Southwestern Bell Telephone                    $356

Time Warner Cable                              $136

Beila's Glass & Aluminum Products, Inc.        $113


DELACO COMPANY: Gets Schedule-Filing Extension Through March 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave The Delaco Company an extension of time to file its schedules
of assets and liabilities, statement of financial affairs and
lists of executory contracts and unexpired leases required under
11 U.S.C. Sec. 521(1).  The Debtor has until March 24, 2004, to
file its Schedules of Assets and Liabilities and Statement of
Financial Affairs.

Headquartered in New York, New York, The Delaco Company is a
leading over-the-counter pharmaceutical drug company whose major
products have included SlimFast and Dexatrim.  The Company filed
for chapter 11 protection on February 12, 2004 (Bankr. S.D.N.Y.
Case No. 04-10899).  Laura Engelhardt, Esq., at Skadden, Arps,
Slate, Meagher & Flom represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed both estimated debts and assets of more than
$100 million.


DINOVO INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dinovo Investments, Inc.
        aka K.C. Home Furnishings, Inc.
        aka Ace Furniture
        4826 North Oak Trafficway
        Kansas City, MO 64118

Bankruptcy Case No.: 04-40500

Chapter 11 Petition Date: January 28, 2004

Type of Business:  The Debtor is a retail furniture business which
                   currently operates a furniture store on North
                   Oak Trafficway in Gladstone, Missouri.  Just
                   prior to the company's chapter 11 filing, the
                   Debtor closed its store at the Lona Vista
                   Shopping Center on Blue Ridge Boulevard in
                   Kansas City, Mo., and moved that inventory to
                   the North Oak Trafficway location.  

Court: Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: David C. Stover, Esq.
                  Gunn, Shank & Stover
                  9800 North West Polo Drive, Suite 100
                  Kansas City, MO 64153
                  Tel: 816-454-5600
                  Fax: 816-454-3678

Total Assets: $332,766

Total Debts:  $1,991,356

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
C.I.T. Small Business                      $775,000
Lending Corp.                           Collateral:
1 CIT Drive                                $205,775
Livingston, NJ 07039                     Unsecured:
                                           $569,225

Stephen T. Housh                           $399,000
12508 Augusta Drive
Kansas City, MO 64109

Eastbourne Investments                     $188,000
Antioch Merchants Assoc.

CIT Vendor Technology Finance               $71,134

KMBC                                        $56,152

LMI Studios                                 $55,898

Homeline                                    $49,904

Best Chair                                  $48,136

American Furniture                          $41,608

Idealease                                   $31,000

Primus Financial Services                   $29,801

Wynwood                                     $28,022

Mittelman                                   $23,630

Sealy Mattress Company                      $21,110

BCB, L.L.C.                                 $20,000

Pioneer Furniture Co., Inc.                 $17,615

Bassett                                     $12,942

Douglas Furniture                           $10,452

Sun Newspapers                               $9,300

Loma Vista Associates, L.L.C.                $9,048


DLJ COMM'L: Fitch Places 1998-CF2 Classes B-5 & B-6 on Watch Neg.
-----------------------------------------------------------------
Fitch Ratings places the following DLJ Commercial Mortgage Corp.'s
commercial mortgage pass through certificates, series 1998-CF2, on
Rating Watch Negative:

        -- $22.2 million class B-5 'B';

        -- $13.8 million class B-6 'B-'.

The classes are placed on Rating Watch Negative due to the
interest shortfalls caused by the litigation settlement of the
Chanin Building Loan (6.9%). The loan transferred to special
servicing in June 2002 due to changes in the ownership interest
surrounding the death of a principal. A settlement has been
reached between the special servicer and the borrower to allow the
loan to be assumed. As a result, ORIX Capital Markets, the master
and special servicer, who incurred approximately $1,300,000 in
legal fees on behalf of the trust, will be recouping the trust
expense to over the next five months.

The interest shortfalls caused by the Chanin Building Loan began
with the February 2004 distribution date and should affect only
the classes B-5, B-6 and C. The shortfalls to class B-5 are
expected to be repaid within the next year and repayment to class
B-6 is uncertain at this time. Fitch does not rate class C.


EL PASO: S&P Cuts Credit Rating to B- & Keeps Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on natural gas pipeline and production company El Paso
Corp. to 'B-' from 'B' to reflect a larger-than-expected write-
down of the company's oil and natural gas reserves. The outlook
remains negative.

Houston, Texas-based El Paso has about $24 billion in outstanding
debt and other long-term obligations.

"The large revision to El Paso's proved reserves, amounting to
more than 40% of the company's reserve base, and the resulting
ceiling-test write-down of about $1 billion is greater than what
had been factored into the ratings," said Standard & Poor's credit
analyst Todd Shipman. "While there is no immediate cash flow
effect related to this action, it does suggest that future
production and likely cash flow will be weakened in 2005 and
beyond. The negative outlook will continue until further progress
on the company's long-range plan is accomplished," he continued.

In that plan, El Paso will exit several business lines over the
next three years that will leave the company focused on two
primary business activities by 2006: natural gas pipelines and
exploration and production with an emphasis on natural gas
production. A scaled-back marketing and trading operation and a
smaller interest in oil and gas midstream operator GulfTerra
Energy Partners L.P. (BB+/Watch Negative/--) will constitute the
remainder of El Paso.

The negative outlook reflects the daunting obstacles El Paso faces
through 2006 as it attempts to achieve its reorganization plan.
Falling short on any of the plan's components or further weakness
in the company's ability to produce operating cash flow from its
core businesses could lead to lower ratings. The large reserve
estimate revision also raises corporate governance concerns, and
the outcome of the company's internal investigation into the
reserve reduction and any other repercussions from the write-down
could result in further rating actions.


ELAN CORP: FY 2003 Net Loss Decreases by 78% to $529.4 Million
--------------------------------------------------------------
Elan Corporation, plc announced its fourth quarter and full-year
2003 financial results, provided an update on the progress of its
product development activities and gave guidance for 2004.

Commenting on the results, Kelly Martin, Elan's President and
Chief Executive Officer, said "Elan demonstrated significant
progress during the course of 2003 which provides for a strong
foundation upon which to build long term value for our
shareholders. Our focus on execution and operating discipline has
enabled us to simplify our balance sheet, increase liquidity and
reduce our overall debt and operating costs while achieving
continued revenue growth from retained products and services.
Importantly, we never wavered from our commitment to invest in and
develop our strategic pipeline within our key therapeutic areas of
neurology, autoimmune and severe pain. The expected one-year
filing for MS, the recent positive Phase III maintenance results
in Antegren for Crohn's disease and the successful Phase III trial
for Prialt confirms the potential for our world class science to
reach those patients who suffer from these diseases.

"Such execution momentum is the result of focus, dedication and
the extraordinary efforts of the Elan employees around the world
who remain dedicated to positioning us for success and working
towards bringing our scientific innovation to patients."

           Fourth Quarter 2003 Financial Highlights
                  - Continuing Operations

-- Total revenue of $157.5 million compared to $196.7 million in
the fourth quarter of 2002 (excluding exceptional provisions for
product returns, primarily Zanaflex, of $83.0 million), a decrease
of 20%.

-- Revenue from retained products of $107.8 million compared to
$74.1 million in the fourth quarter of 2002, an increase of 45%.

-- Reduction of 43% in selling, general and administrative
expenses in the fourth quarter of 2003 to $82.5 million from
$144.9 million in the fourth quarter of 2002. Reduction of 38% in
research and development expenditure in the fourth quarter of 2003
from $101.1 million to $62.9 million.

-- Negative EBITDA of $34.9 million (before including net losses
on divestment of businesses and recovery plan related charges of
$172.2 million) for the fourth quarter of 2003 compared to $109.7
million in the fourth quarter of 2002. (See "Non-GAAP Financial
Information" on page 6).

-- Net investment related losses of $101.1 million compared to net
investment losses of $318.3 million in the fourth quarter of 2002.

-- Net loss after discontinued operations of $328.2 million ($0.88
loss per diluted share) compared to $688.5 million ($1.97 loss per
diluted share) in the fourth quarter of 2002, a reduction of 52%.

-- Cash and cash equivalents at December 31, 2003, of $807.5
million compared to $1,013.9 million at December 31, 2002.

              Full-Year 2003 Financial Highlights
                  - Continuing Operations

-- Total revenue of $746.0 million compared to $1,132.5 million
for full-year 2002, a decrease of 34%.

-- Revenue from retained products (excluding Zanaflex which went
generic in June 2002) of $398.4 million compared to $283.3 million
in the full-year 2002, an increase of 41%.

-- Reduction of 30% in selling, general and administrative
expenses in 2003 to $403.8 million from $575.7 million in the
full-year 2002. Reduction of 21% in research and development
expenditure in the full-year 2003 from $368.3 million to $289.2
million.

-- Negative EBITDA of $184.6 million (before including net losses
on divestment of businesses and recovery plan related charges of
$173.8 million) for the full-year compared to $116.7 million in
the full-year 2002. (See "Non-GAAP Financial Information" on page
6).

-- Net investment related losses of $38.8 million compared to net
investment losses of $1,460.9 million in the full-year 2002.

-- Net loss after discontinued operations of $529.4 million ($1.49
loss per diluted share) compared to $2,362.3 million ($6.75 loss
per diluted share) for full-year 2002, a decrease of 78%.

                      R&D Highlights

-- A Biologics License Application for Antegren for MS is expected
to be submitted mid-year to the U.S. Food and Drug Administration
by Elan and Biogen Idec.

-- Prialt (ziconotide) achieved a positive outcome on the primary
endpoint in its Phase III study for patients with severe chronic
pain. Elan expects to file an amendment to its New Drug
Application with the FDA in the second quarter of this year.

-- Positive data was obtained from the Antegren (natalizumab)
Phase III trial in Crohn's disease, where statistical significance
was reached in the primary endpoint of maintenance of response
following six months' treatment. A treatment difference of greater
than 30 percent was seen for patients taking Antegren as compared
to placebo.

-- An Investigational New Drug Application ("IND") was filed for
Antegren for the treatment of Rheumatoid Arthritis (RA), and a
Phase II clinical trial will begin in the first half of the year.

-- Reviews of European Marketing Authorisation Applications
("MAA") for Prialt in severe chronic pain and for Zonegran as
adjunctive treatment of partial seizures in adults with epilepsy
are ongoing.

                  Recovery Plan Completion

-- Announced successful conclusion of the recovery plan with the
divestment of certain European businesses and locations.

-- Gross consideration received from asset divestitures of $2.1
billion, ahead of the target announced in July 2002 of $1.5
billion, and net proceeds of $0.6 billion from a private ordinary
share and convertible notes offering, bringing the total
consideration received to $2.7 billion.

-- Standard and Poor's raised Elan's corporate and senior
unsecured debt ratings to "B-" with positive outlook from "CCC+"

-- Total contracted and potential future payments reduced from
$4.5 billion in 2002 to less than $2.0 billion at December 31,
2003, of which $1.1 billion fall due in 2008.

-- All of the 55 active business ventures at July 2002 have been
terminated, restructured or are now inactive.

-- Headcount reduced to less than 2,000 as of today from
approximately 4,700 in July 2002 and approximately 2,400 in
November 2003.

-- Recovery plan related and other significant charges of $443.2
million in 2003 compared to $763.6 million in 2002; and net gains
on the divestment of businesses of $267.8 million compared to nil
in 2002.

                        Guidance 2004

This guidance does not take into account the additional investment
required to position Antegren for a successful potential launch in
MS in 2005, which investment in research and development and
selling, general and administrative expenses may be significant
given the expected filing announced today. We will provide updated
guidance to the market at the appropriate time.

-- Total revenues in the range of $575 million to $625 million of
which approximately 85% will comprise product revenues.

-- Research and development expenses at the level of approximately
$300 million reflecting retention of drug delivery business and
increased investment of $30 million in key programmes.

-- Negative EBITDA, after research and development expenses in the
range of $300 million, in the range of $150 million to $170
million.

                            About Elan

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

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


ENNIS CREEK DEVT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ennis Creek Development LLC
        225 South Ashley Suite 203
        Ann Arbor, Michigan 48104

Bankruptcy Case No.: 04-01500

Chapter 11 Petition Date: February 11, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Michael W. Donovan, Esq.
                  Varnum Riddering Schmidt & Howlett
                  Bridgewater Place
                  P.O. Box 352
                  Grand Rapids, MI 49501-0352
                  Tel: 616-336-6000

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ketelaar Development Company  Professional Services   $3,650,000
225 South Ashley, Suite 203
Ann Arbor, MI 48103

Arthur Hills and Associates   Professional Services     $283,000
7351 West Bancroft Street
Toledo, OH 43615

Johnson Hill and Assoc. Inc.  Professional Services     $200,000

Leelanau County Treasurer     Estimated Taxes           $100,000

Lentz Teeples PLC             Professional Services      $90,000

Northern Ecological Services  Professional Services      $73,000

Trinity Consultants, Ltd.     Professional Services      $60,000

Plante Moran                  Professional Services      $31,000

Charles F. Spademan           Professional Services      $25,000

Charles Townsend              Business Loan              $23,500

Joel Watnick                  Business Loan              $20,000

Tom Leff                      Business Loan              $18,500

Golf Operations Analysis      Professional Services      $16,500

Kimberly Kay Kirk             Business Loan              $15,000

Jaffe Raitt                   Professional Services      $15,000

Conlin, McKenney & Philbrick  Professional Services      $15,000

Jerry Pawlicki                Business Loan              $12,000

Management & Tax Services     Professional Services      $12,000

Yeo & Yeo                     Professional Services       $7,700

Hobbs & Black Associates Inc  Professional Services       $2,850


ENRON CORP: Court Clears Proposed Backbone Settlement Agreement
---------------------------------------------------------------
In September 2001, to facilitate the sale of certain fiber to
Qwest Communications Corporation, Enron Broadband Services, Inc.
and Backbone Trust I entered into a Termination Agreement dated
as of September 30, 2001, pursuant to which, the IRU Agreement
between EBS and Backbone I was terminated.

In consideration for the transactions contemplated by the
Termination Agreement, Bank of America, N.A. issued a $47,401,100
Irrevocable Standby Letter of Credit No. 3041002 for Backbone I's
benefit.  Bank of America honored the Letter of Credit
presentation on April 1, 2002, and remitted $47,401,100 to
Backbone I.

Upon the Committee's request, and pursuant to a Stipulation and
Consent Order dated June 11, 2002, the LC Proceeds were placed in
escrow by Backbone I in accordance with the provisions of an
escrow agreement between Backbone I and Wilmington Trust Company,
as escrow agent.  Pursuant to the Stipulation dated
November 13, 2002, the Escrow Agent released the LC Proceeds and
all interest accrued thereon to ABN Amro Bank, N.V., as the holder
of a Class A Interest of Backbone I and as administrative agent
under the Backbone II Credit Facility, and Fleet National Bank in
its capacity as lender to Backbone Trust II under the Backbone II
Credit Facility.

As a condition of the Escrow Agent releasing the LC Proceeds and
interest pursuant to the Release Order, these letters of credit
were issued:

   (i) a letter of credit issued by ABN amounting to $2,971,737
       for the benefit of Enron Corp.;

  (ii) a letter of credit issued by ABN amounting to $22,006,292
       for the benefit of Enron; and

(iii) a letter of credit issued by Fleet amounting to
       $22,601,195 for the benefit of Enron.

After extensive arm's-length negotiations, Enron, EBS, Enron
Broadband Services, LP, Fleet, Backbone I, Backbone II,
Wilmington, and ABN entered into a Settlement Agreement:

The parties agreed that:

   (a) Enron may partially draw on the ABN Letters of Credit
       $6,457,225 and Fleet will pay to Enron $5,842,775;

   (b) For a period of three years after execution of the
       Settlement Agreement, Enron will indemnify ABN and Fleet,
       in an amount not to exceed the Settlement Payment,
       arising out of claims made by LJM2, LJM-B2 or any of
       their affiliates, successors or assigns in connection
       with the Backbone Transactions;

   (c) On the Closing Date, Enron will return the undrawn Fleet
       Letter of Credit to Fleet and the partially drawn ABN
       Letters of Credit as required under the ABN Letters of
       Credit draw conditions;

   (d) Each of the parties mutually releases each other of all
       claims relating to the Backbone Transaction; and

   (e) Each proof of claim filed by any party to the Settlement
       Agreement against any Enron Party in connection with the
       Backbone Transaction will be deemed irrevocably withdrawn
       with prejudice, and to the extent applicable, expunged
       and disallowed in their entirety.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors sought and obtained the Court to approve
the Settlement Agreement. (Enron Bankruptcy News, Issue No. 98;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Obtains Court Nod for Northern Settlement Agreement
---------------------------------------------------------------
Pursuant to Sections 363 and 365 of the Bankruptcy Code and Rule
9019 of the Federal Rules of Bankruptcy Procedure, Enron North
America Corporation sought and obtained the Court's approval for
its settlement with Northern Natural Gas Company in satisfaction
of the parties' obligations under various contracts, including
these Terminated Contracts:

   (i) a Compression Services Agreement (Hubbard Station), dated
       June 29, 2000, as amended by Letter Agreement dated
       March 29, 2002, as further amended by Amendment No. 1
       dated November 1, 2003;

  (ii) First Amended and Restated Operation and Maintenance
       Agreement dated November 1, 1997; and

(iii) Operation and Maintenance Agreement dated March 31, 1995,
       as amended by a First Amended to Operation and
       Maintenance Agreement dated December 7, 1995.

Under the Compression Services Agreement, ENA agreed to provide
compression services -- horsepower capacity and related
horsepower hours to produce natural gas flow -- for Northern's
pipeline system.  To perform its obligations under the
Compression Services Agreement, ENA is also a party to these
Assigned Contracts:

   (1) Agreement for Purchase of Power, effective as of
       March 31, 1995 with Midland Power Cooperative, as amended
       on September 26, 1995, November 19, 1997 and June 8, 2002;
       and

   (2) Master Lease Agreement, dated March 31, 1995, with
       General Electric Capital Corporation, including certain
       schedules, addenda and related amendments.

ENA conducted a review of its operations and enter into a
Settlement and Assumption Agreement and Mutual Release dated
November 10, 2003 with Northern to:

   (a) settle all matters between them with respect to the
       Terminated Contracts and to release each other from all
       claims, obligations and liabilities thereunder; and

   (b) assume and assign the Assigned Contracts to Northern.

Pursuant to the Settlement Agreement, Northern will pay to ENA
$3,000,000 as settlement payment and will reimburse ENA for
amounts payable by ENA to the counterparties under the Assigned
Contracts for the balance of the month in which the closing of
the Settlement Agreement occurs after December 31, 2003.  The
Settlement Agreement contains a mutual waiver and release under
which ENA and Northern agree to waive, release and forever
discharge each other from any and all claims related to the
Terminated Contracts.

Moreover, pursuant to the Settlement Agreement, ENA will assume
and assign the Assigned Contracts to Northern.  Excepted from the
assignment of the Assigned Contracts are the rights, claims and
liabilities relating to ownership or use of the Assigned
Contracts based on events occurring prior to the Assignment
Effective Date, including claims for overpayments or refunds of
costs, taxes and expenses attributable to periods prior to the
Assignment Effective Time.  As of the Assignment Effective Time,
Northern will assume and agree to pay, perform and discharge when
due all liabilities related to ownership or use of the Assigned
Contracts from periods after the Assignment Effective Time.  All
ad valorem, real property and personal property taxes associated
with the Assigned Contracts will be apportioned as of the
Assignment Effective Time, with ENA being liable for all these
taxes for periods prior to the Assignment Effective Time and
Northern being liable for all the these taxes afterwards. (Enron
Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FEDERAL-MOGUL: Debtor Issues Fourth Quarter and FY 2003 Results
---------------------------------------------------------------  
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) reported its
financial results for the three and twelve months ended December
31, 2003.

              Financial Results for the Three Months
                   Ended December 31, 2003
    
Federal-Mogul reported fourth quarter 2003 sales from continuing
operations of $1,413 million, an increase of $174 million when
compared to sales from continuing operations of $1,239 million for
the same period in 2002.  Sales from continuing operations were
favorably impacted by $93 million of foreign currency translation.  
The remaining increase was driven by higher OEM and Aftermarket
volumes reflecting vehicle production in both North America and
Europe and favorable market share performance in the North America
Aftermarket, offset by customer price reductions.  During this
same period, gross margin increased $34 million or 14.5 percent.  
Gross margin was favorably impacted by $15 million of foreign
currency translation.  The remaining increase in gross margin was
due to increased sales volumes and productivity resulting from the
Company's cost reduction and restructuring activities, which
offset price reductions and increased pension costs.

The Company reported a net loss from continuing operations of $121
million during the fourth quarter of 2003, compared to a net loss
from continuing operations of $89 million for the same period in
2002.  The fourth quarter 2003 net loss from continuing operations
was driven by asset impairments of $102 million and an asbestos
charge of $39 million.  Asset impairments were recorded to adjust
the carrying value of certain intangible and tangible assets to
their estimated fair values because of reductions in projected
future asset recoverability.  The asbestos charge was recorded to
adjust the Company's asbestos-related insurance recoverable
pursuant to the terms of a settlement.
    
The Company continued to generate positive cash from operating
activities during the fourth quarter of 2003, providing $50
million for the period.

                Financial Results for the Twelve Months
                     Ended December 31, 2003
    
Federal-Mogul reported sales from continuing operations for the 12
months ended December 31, 2003 of $5,546 million, an increase of
$362 million when compared to sales from continuing operations of
$5,184 million for the same period in 2002.  Sales from continuing
operations were favorably impacted by $352 million of foreign
currency translation and by favorable sales volumes, which more
than offset customer price reductions.  Gross margin increased by
$66 million or 6.5 percent during 2003.  Gross margin was
favorably impacted by $63 million of foreign currency translation.  
Productivity generated by the Company's cost reduction and
restructuring activities more than offset price reductions and
increased pension costs.

The Company reported a net loss from continuing operations of $186
million during 2003, compared to a net loss from continuing
operations of $201 million in 2002.  Included in the Company's net
loss from continuing operations for 2003 are asset impairments of
$106 million, which were recorded to adjust the carrying value of
certain intangible and tangible assets to their estimated fair
values because of reductions in projected future asset
recoverability. The Company's 2003 net loss from continuing
operations was further impacted by an asbestos charge of $39
million, which was recorded to adjust the Company's asbestos-
related insurance recoverable pursuant to the terms of a
settlement.

Cash flow from operating activities for 2003 of $319 million
represents an increase of $62 million over 2002 results.  The
increase is attributable to improved gross margin and reductions
in working capital.

"We are pleased with the improvements we made in 2003,
particularly the growth in cash flow from operating activities.  
We continue to improve our operating performance in a challenging
environment and remain focused on the delivery of superior quality
and customer satisfaction," said Chip McClure, chief executive
officer and president.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation -
- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $ 10.15 billion in assets and $ 8.86
billion in liabilities.


FISHER SCIENTIFIC: Gets S&P's B+ Rating for $300M Sr. Sub. Notes
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' rating to
Fisher Scientific International Inc.'s $300 million of senior
subordinated convertible notes due March 1, 2024. The 'BB'
corporate credit, 'BB+' senior secured, and 'BB-' senior unsecured
debt ratings are affirmed. The outlook is negative.

This new issue will provide the bulk of the financing needed to
acquire two privately held companies, Oxoid Group Holdings Limited
and Dharmacon Inc., which are being purchased by Fisher for about
$410 million. Oxoid manufactures and markets media for the growth
and analysis of bacteria, while Dharmacon provides custom RNA
synthesis. These offerings complement the mammalian cell media and
DNA synthesis products of Fisher's PerBio unit, acquired just last
year. However, Oxoid has a relatively small market share and faces
competition from much larger, well-established firms, while
Dharmacon's products address a very small niche of the research
supply market, albeit one that is growing rapidly.

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

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

The company has a well-established position as one of two major
catalogue distributors of a wide variety of supplies and equipment
for the scientific and clinical laboratory communities. The
company's broad product offering, diverse customer base, exclusive
distribution arrangements with equipment manufacturers, and
agreements with most major domestic group-purchasing organizations
are barriers to entry for new competitors. Because Fisher has only
a small presence in the big-ticket capital equipment market, its
sales are not strongly influenced by the capital budget cycles of
its public and private customers. Sales of consumable products
contribute about 80% of the total, providing a stable base of
recurring revenues. The company's acquisition activity highlights
efforts to increase its proportion of self-manufactured products,
which now account for almost half of revenues.


FLEMING COS.: Quaker Pushes for Court Approval to Set-Off Debts
---------------------------------------------------------------
Quaker Sales & Distribution, Inc., asks the Court to lift the
bankruptcy stay to allow it to exercise its right of set-off
against Fleming Companies, Inc. in the amount of $5,585,400.  
Quaker has been a supplier to Fleming for many years.  Throughout
their vendor/vendee relationship and until the Petition Date,
Quaker sold food products to Fleming on credit.

Fleming and Quaker were also parties to a number of agreements,
which provided Fleming with various credits based on the amount
of its orders from Quaker.  Additionally, the parties had a
landlord/tenant relationship whereby Fleming sublet real property
in Pleasanton, California, to Quaker.

                        The Mutual Debts

As of the Petition Date, Fleming owed, and continues to owe,
Quaker $6,921,285, consisting of invoices totaling $5,867,827 and
chargebacks for improper deductions taken by Fleming totaling
$1,053,457.  The obligations arose from normal and ordinary
prepetition purchases made by Fleming from Quaker.

As of the Petition Date, Fleming had earned various credits from
Quaker totaling $5,585,490 for deposits, military jobber credits,
preferred supplier agreements, coupons, and real estate taxes.  
The deposit consists of $3,837,920 sent by Fleming to Quaker on
March 19, 2003, to secure payment for future orders.

                          The Setoffs

Quaker proposes to set off its obligations to Fleming.  A
creditor seeking set-off must demonstrate that:

       (i) the creditor holds a prepetition claim against the
           debtor;

      (ii) the creditor owes a prepetition debt to the debtor;

     (iii) the claim and the debt are mutual; and

      (iv) the claim and debt are each valid and enforceable.

All four requirements are met.  Quaker has a valid right of set-
off because Fleming owes Quaker for goods provided prepetition,
and Quaker owes Fleming for the prepetition credits.  The
parties' mutual obligations arose before the Petition Date.  Each
party's claims against the other are valid and enforceable.

                         Lenders Object

On behalf of Deutsche Bank Trust Company Americas, in its
capacity as Administrative Agent, and JPMorgan Chase Bank, in its
capacity as Collateral Agent, William E. Chipman, Jr., Esq., at
Greenberg Traurig LLP in Wilmington, Delaware, reminds the Court
that one of the conditions under which the Lenders agreed to the
Debtors' use of the Cash Collateral was that the Cash is to be
used in strict compliance with an approved budget.  Another
condition is that there must be sufficient availability under the
Borrowing Base.  Furthermore, the Lenders' prepetition liens are
now valid and enforceable, as the time to object to them has
expired, and backed up by a superpriority administrative status.

Quaker's alleged set-off right, even if allowed in full, is
junior in priority to the Lenders' prepetition liens, as well as
the liens and claims granted to the Lenders under the Final DIP
Order.  Accordingly, even if Quaker's right to set-off is
approved, until the Lenders are paid in full, the Debtors cannot
pay Quaker.  To do so would obliterate the absolute priority
rule.

Because there is no availability under the DIP Facility and the
Final DIP Order conditions the use of the Cash Collateral in
strict compliance with the approved budget, Quaker cannot be paid
at this time.  Quaker must wait until the effective date of a
plan to be entitled to payment.  Moreover, any order granting
Quaker the right to set-off should be clearly worded that the
claim is subject to the rights of the Lenders in the postpetition
Replacement Collateral.

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)


GADZOOKS: Turns to Glass and Associates for Restructuring Advice
----------------------------------------------------------------
Gadzooks, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to retain Glass and Associates, Inc., as its Chief
Restructuring Advisor.

Jack R. Stone, Jr., managing principal for Glass and Associates
will lead the team.  Mr. Stone will also serve as the Debtor's
Chief Restructuring Advisor.

Glass and Associates will be paid in an hourly basis in exchange
for the services it rendered to the Debtor.  The current hourly
rates of Glass' employees are:

     Professional                 Billing Rates   
     ------------                 -------------
     Principal                    $375 to $500 per hour
     Case Director                $300 to $400 per hour
     Senior Associate             $250 to $380 per hour
     Consultant                   $190 to $300 per hour
     Clerical/Administrative      $75 to $90 per hour

Glass and Associates will also be entitled a Transaction Fee of up
to $1,000,000, including a $750,000 fee upon the confirmation of a
Debtor-proposed plan that is approved by the Board.

Glass and Associates will:

     a) perform a review of the Debtor's business plans with
        specific emphasis on its cash forecasts and liquidity
        model;

     b) assist the Debtor with a financial and operational
        review with recommendations as to core business
        viability and optimal store set, expense structure and
        cost reduction;

     c) assist in the determination of the separation of the
        optimal store set and the definition of an appropriate
        SG&A overhead structure for the ongoing core business;
        and

     d) assist in the determination of the separation of the
        non-optimal store set and other assets that should be
        sold or liquidated.

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


GARDENBURGER: Annual Shareholders' Meeting Slated for March 18
--------------------------------------------------------------
The Annual Meeting of Shareholders of Gardenburger, Inc., an
Oregon corporation, will be held on Thursday, March 18, 2004, at
10:00 a.m. Pacific Standard Time, at the DoubleTree Hotel, 90
Pacifica Avenue, Irvine, California 92618. The purposes of the
Annual Meeting will be:

1.  To elect seven directors to serve until the next Annual
    Meeting of Shareholders (holders of the Series C Convertible
    Preferred Stock, voting as a separate group, are entitled to
    elect two of the seven directors);

2.  To approve an amendment to the Company's Restated Articles of
    Incorporation to defer the earliest date of mandatory
    redemption of its Series C and Series D Convertible Preferred
    Stock to as late as June 30, 2008; and

3.  To consider and act upon any other matter which may properly
    come before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on January
16, 2004, as the record date for determining shareholders entitled
to notice of, and to vote at, the meeting or any adjournment
thereof. Only holders of record of Gardenburger's common stock or
preferred stock at the close of business on the record date will
be entitled to notice of, and to vote at, the meeting and any
adjournment thereof.

Founded in 1985 by GardenChef Paul Wenner(TM), Gardenburger, Inc.
-- whose September 30, 2003, balance sheet shows a net capital
deficit of about $56 million -- is an innovator in meatless, low-
fat food products. The Company distributes its flagship
Gardenburger(R) veggie patty to more than 30,000 food service
outlets throughout the United States and Canada. Retail customers
include more than 24,000 grocery, natural food and club stores.
Based in Portland, Ore., the Company currently employs
approximately 175 people.


GARDEN RIDGE: Signs-Up Young Conaway as Bankruptcy Co-Counsel
-------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Young Conaway Stargatt & Taylor, LLP as their
bankruptcy attorneys.

As co-counsel, Young Conaway has discussed with Paul, Weiss,
Rifkind, Wharton & Garrison, LLP, a division of responsibility and
will make every effort to avoid duplication of their legal
services.

The Debtors say that in preparing for these cases, Young Conaway
has become familiar with the Company's businesses and affairs and
many of the potential legal issues, which may arise in the context
of these chapter 11 cases.

The principal attorneys and paralegals presently designated to
represent the Debtors and their current standard hourly rates are:

          Pauline K. Morgan       $420 per hour
          Joseph M. Barry         $295 per hour
          Sean T. Greecher        $200 per hour
          Thomas Hartzell         $155 per hour

Young Conaway is expected to:

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

     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 the Court; and

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

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


GMAC COMM'L: Fitch Upgrades & Affirms Series 1997-C1 Note Ratings
-----------------------------------------------------------------
Fitch Ratings upgrades GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 1997-C1, as follows:

  -- $67.9 million class B certificates to 'AAA' from 'AA+';
  -- $50.9 million class C certificates to 'AAA' from 'AA';
  -- $50.9 million class D certificates to 'AA+' from 'A+';
  -- $93.3 million class E certificates to 'A' from 'BBB';
  -- $25.5 million class F certificates to 'BBB+' from 'BBB-';
  -- $84.8 million class G certificates to 'BB+' from 'BB'.

In addition, Fitch affirms the following certificates:

  -- $14.6 million class A-2 at 'AAA';
  -- $724.1 million class A-3 at 'AAA';
  -- the interest-only class X certificates at 'AAA';
  -- $17 million class J at 'CCC'.

Fitch does not rate the $59.4 million class H and $4 million class
K certificates.

The upgrades are the result of increased subordination levels due
to loan payoffs and amortization. As of the January 15
distribution date, the pool's aggregate certificate balance
decreased 29.75% since issuance, to $1.19 billion from $1.7
billion. Of the original 355 loans in the pool, 269 loans remain
outstanding. To date, the transaction has realized losses in the
amount of $29.9 million. Cumulative interest shortfalls due to
appraisal reductions and servicer fees total $3.4 million and
currently affect classes H, J and K.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2002 financials for 88.5% of the pool balance. Based on
the information provided, the resulting YE 2002 weighted average
debt service coverage ratio is 1.61 times, compared to 1.33x at
issuance for the same loans. Fitch is concerned that 5 loans
(5.34%) have a DSCR below 1.0x.

Currently there are eight loans (4.52%), in special servicing. One
loan (2%), which is secured by an industrial warehouse facility
located in Detroit, Michigan, had a YE 2002 DSCR of .89x and is
currently 60 days delinquent. The decline in operating performance
was a result of weak market demand and declining occupancy.

Fitch will continue to monitor the transaction.


HOMESTEADS COMMUNITY: Asks Court to Sign-Up Boatman as Attorneys
----------------------------------------------------------------
The Homesteads Community at Newtown, LLC asks the U.S. Bankruptcy
Court for the District of Connecticut for permission to engage
Boatman, Boscarino, Grasso & Twachtman as its bankruptcy counsel.

The Debtor tells the Court that it needs to employ Boatman
Boscarino to provide legal services that include:

     a. advising the Debtor with respect to its powers, duties
        and operation of the business of the debtor-in-
        possession under the Bankruptcy Code;

     b. appearing on behalf of the Debtor in the Bankruptcy
        Court, with respect to hearings, contested matters and
        adversary proceedings;

     c. appearing on behalf of the Debtor in the United States
        District Court in appeals from the Bankruptcy Court; and

     d. preparing and filing necessary schedules, motions,
        complaints, answers, discovery requests, discovery
        responses, orders, reports, and other pleadings.

Boatman Boscarino will charge the Debtor its normal and customary
hourly rates, which are:

     Attorney                 Rate
     --------                 ----
     Patrick W. Boatman       $300 per hour
     Thomas C. Boscarino      $250 per hour
     John H. Grasso           $225 per hour
     Walter A. Twachtman      $250 per hour

     Paralegal                Rate
     ---------                ----
     Maureen A. Boatman       $70 per hour
     Others                   $30 per hour

Headquartered in Guilford, Connecticut, Homesteads Community at
Newtown, LLC filed for chapter 11 protection on February 2, 2004
(Bankr. D. Conn. Case No. 04-30417).   Patrick W. Boatman, Esq.,
at Boatman, Boscarino, Grasso & Twachtman represents the Debtor in
its restructuring efforts.  When the company filed for protection
from its creditors, it listed $4,275,000 in total assets and
$9,332,446 in total debts.


INTEGRATED HEALTH: Court Delays Entry of Final Decree to June 8
---------------------------------------------------------------
The IHS Liquidating LLC sought and obtained Court approval to
further:

   (a) delay the automatic entry of a final decree closing its  
       bankruptcy cases until June 8, 2004; and

   (b) extend the date for filing a final report and accounting
       to the earlier of May 5, 2004, or 15 days before the
       hearing on any motion to close their cases.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


INTERFACE INC: FY 2003 Net Loss Narrows to $33 Million
------------------------------------------------------
Interface, Inc. (Nasdaq: IFSIA), a worldwide interiors products
and services company, announced results for the fourth quarter and
fiscal year ended December 28, 2003.

Sales were $242.2 million in the fourth quarter 2003, compared
with $232.3 million in the fourth quarter 2002. Excluding the
restructuring charge in each respective period, loss from
continuing operations was $2.2 million, or $0.04 per share, in the
fourth quarter 2003, compared with a loss from continuing
operations of $1.7 million, or $0.04 per share, in the fourth
quarter 2002. Loss from discontinued operations was $821,000 in
the fourth quarter 2003, versus a loss from discontinued
operations of $12.9 million in the same period a year ago. After
restructuring charges, net loss for the fourth quarter 2003 was
$4.1 million, or $0.08 per share, compared with a fourth quarter
2002 net loss of $30.2 million, or $0.60 per share.

"We were encouraged to see a sequential improvement in sales for
the third straight quarter, as well as a year-over-year
improvement in sales for the second straight quarter, which
together give us optimism that our industry may be emerging from
its unprecedented downturn," said Daniel T. Hendrix, President and
Chief Executive Officer. "During the fourth quarter 2003, we saw a
modest improvement in our corporate office sales, which, in
combination with the continued success of our market segmentation
strategy, led to $242.2 million in sales for the quarter. Our
worldwide modular business generated gratifying results during the
fourth quarter, with revenue increasing 11% year-over-year. The
modular business continues to grow in nearly all areas, from the
corporate office market to the education, institutional,
hospitality and healthcare markets."

Mr. Hendrix continued, "We have seen marked improvement in our
fabrics and broadloom businesses as well. During the fourth
quarter, our broadloom business achieved its third sequential
quarter of operating profitability, despite ongoing softness in
the marketplace. We made substantial progress in this business
during 2003, and we continue to identify ways to reduce costs and
increase manufacturing efficiencies to bring about further
improvements in profitability. Similarly, our fabrics business
remains on track to realize the benefits from the restructuring
initiatives we implemented in prior quarters, and we expect this
business to return to profitability in the first half of fiscal
2004."

Sales for the 2003 fiscal year were $923.5 million, compared with
$924.1 million in 2002. Loss from continuing operations for the
2003 fiscal year was $18.4 million, or $0.36 per share, compared
with a loss from continuing operations of $17.8 million, or $0.36
per share, in 2002. Net loss for the 2003 fiscal year was $33.3
million, or $0.66 per share, compared with a net loss of $87.7
million, or $1.75 per share in 2002. In fiscal 2003, the Company
recorded restructuring charges totaling $6.2 million, or $0.08 per
share after-tax. In fiscal 2002, the Company recorded a
restructuring charge of $23.4 million, or $0.31 per share after-
tax, in addition to a $55.4 million after-tax write-down, or $1.10
per share, related to goodwill impairment as a result of the
Company's implementation of SFAS No. 142.

Patrick C. Lynch, Vice President and Chief Financial Officer of
Interface, commented, "We have entered fiscal 2004 with better
liquidity and a solid financial foundation. A key accomplishment
was the successful debt refinancing that we completed earlier this
month. As a result of this refinancing, our debt maturity profile
has been significantly improved, which will give us increased
flexibility to pursue our long-term strategies for growth and
profitability."

Mr. Hendrix concluded, "Over the past few years, we have taken
many steps to put Interface in a position to capitalize on a
rebound in the commercial market. We have lowered the break-even
points in each of our business units, penetrated diverse market
segments to lessen our dependence on the corporate office segment,
and significantly improved our capital structure -- all while
maintaining and, we believe, increasing our share of the corporate
office market. With these critical measures materializing, we are
focusing our attention on growing the top lines of our businesses.
In that regard, we have been encouraged by the level of order
activity in January of this year."

Interface, Inc. is a recognized leader in the worldwide interiors
market, offering floorcoverings and fabrics. The Company is
committed to the goal of sustainability and doing business in ways
that minimize the impact on the environment while enhancing
shareholder value. The Company is the world's largest manufacturer
of modular carpet under the Interface, Heuga, Bentley and Prince
Street brands, and, through its Bentley Mills and Prince Street
brands, enjoys a leading position in the high quality, designer-
oriented segment of the broadloom carpet market. The Company is a
leading producer of interior fabrics and upholstery products,
which it markets under the Guilford of Maine, Toltec, Intek,
Chatham and Camborne brands. The Company provides specialized
carpet replacement, installation, maintenance and reclamation
services through its Re:Source Americas service network. In
addition, the Company provides specialized fabric services through
its TekSolutions business and produces InterCell brand
raised/access flooring systems.
     
                         *    *    *

As reported in Troubled Company Reporter's January 28, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC'
rating to Interface Inc.'s proposed $125 million senior
subordinated notes due 2014.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit and senior unsecured ratings on Interface. The company's
'CCC' subordinated debt rating is also affirmed. Proceeds from the
proposed debt offering will be used to repay the company's $120
million outstanding senior subordinated notes due 2005. (Upon
repayment, Standard & Poor's will withdraw its existing ratings on
the notes.)

The outlook is negative.


ISLE OF CAPRI: Commences $390M Offer for 8-3/4% Senior Sub. Notes
-----------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) announced that it is
commencing an offer to purchase and consent solicitation for any
and all of its outstanding 8 3/4% Senior Subordinated Notes due
2009.  There is $390,000,000 principal amount of Notes
outstanding.

The offer to purchase will expire at 5:00 p.m., New York City time
on March 16, 2004, unless extended or earlier terminated.  The
consent solicitation will expire at 5:00 p.m., New York City time
on March 2, 2004, unless extended.
    
Holders tendering their Notes will be deemed to have delivered
their consent to certain proposed amendments to the indenture
governing the Notes, which will eliminate certain covenants and
certain provisions relating to events of default and amend certain
other related provisions.  Holders may not tender their Notes
without also delivering consents or deliver consents without also
tendering their Notes.

The purchase price for each $1,000 principal amount of Notes
validly tendered and not revoked on or prior to the expiration
date of the offer to purchase will be $1,041.98.  Holders who
validly tender Notes will also be paid accrued and unpaid interest
up to but not including the date of payment for the Notes.
    
If the requisite number of consents required to amend the
indenture is received and the offer to purchase is consummated,
Isle of Capri Casinos, Inc. will make a consent payment of $10.00
per $1,000 principal amount of Notes for which consents have been
validly delivered and not revoked on or prior to the expiration
date of the consent solicitation.  Holders who validly tender
their Notes after the expiration date of the consent solicitation
will receive only the purchase price for the Notes but not the
consent payment.

The purchase price for the Notes and the consent payment for Notes
tendered on or before the expiration date of the consent
solicitation are expected to be paid promptly following the
expiration date of the consent solicitation.  The purchase price
for the Notes tendered on or before the expiration date of the
offer to purchase is expected to be paid promptly following the
expiration date of the offer to purchase.

The terms of the offer to purchase and consent solicitation,
including the conditions to Isle of Capri Casinos, Inc.'s
obligations to accept the Notes tendered and consents delivered
and pay the purchase price and consent payments, are set forth in
Isle of Capri Casinos, Inc.'s Offer to Purchase and Consent
Solicitation Statement, dated February 18, 2004.  One of the
conditions is Isle of Capri Casinos, Inc. having available funds
to be raised from a private offering of $425,000,000 senior
subordinated notes due 2014. Such offering, if any, will not be
registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
of 1933.  Isle of Capri Casinos, Inc. may amend, extend or
terminate the offer to purchase and consent solicitation at any
time in its sole discretion without making any payments with
respect thereto.

Deutsche Bank Securities Inc. and CIBC World Markets Corp. are the
Dealer Managers for the offer to purchase and the Solicitation
Agents for the consent solicitation.  Questions or requests for
assistance may be directed to Deutsche Bank Securities Inc.
(telephone:  (212) 250-4270 (collect)) or CIBC World Markets Corp.
(telephone: 1-800-274-2746).  Requests for documentation
may be directed to D. F. King & Co., Inc., the Information Agent
(telephone: (800) 669-5550).

Isle of Capri Casinos, Inc. (S&P, B+ Corporate Credit Rating,
Stable) owns and operates 17 riverboat, dockside and land-based
casinos at 15 locations, including Biloxi, Vicksburg, Lula and
Natchez, Mississippi; Bossier City and Lake Charles (two
riverboats), Louisiana; Black Hawk (two land-based casinos) and
Cripple Creek, Colorado; Bettendorf, Davenport and Marquette,
Iowa; and Kansas City and Boonville, Missouri; Freeport, Grand
Bahama Island; and Dudley, England, UK. The company also
operates Pompano Park Harness Racing Track in Pompano Beach,
Florida. For more information, visit http://www.islecorp.com/


IT GROUP: Asks Court to Disallow 105 Creditor Claims
----------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of The IT Group, Inc., and its debtor-affiliates,
objects to 105 claims filed in the Debtors' bankruptcy cases.

A. Liability Assumed by Shaw

Under the terms of the Asset Purchase Agreement between the
Debtors and The Shaw Group, Inc., Jeffrey M. Schlerf, Esq., at
The Bayard Firm PA, in Wilmington, Delaware relates that Shaw
purchased, among other assets, all interests in certain executory
contracts that were assumed and assigned to Shaw.  Both the Asset
Purchase Agreement and Sale Order obligate Shaw to assume not
only the Debtors' post-closing liabilities under the Assumed
Contracts, but also all of the Debtors' cure costs arising from
defaults related to the Assigned Contracts.  

Pursuant to the terms of the Asset Purchase Agreement, the
Debtors assigned to Shaw the Assigned Contracts, and Shaw assumed
the liabilities associated therewith, on May 3, 2002 -- the
closing date of the Shaw Sale.

Significantly, the Sale Order relieves the Debtors "from any and
all liability with respect to the Assigned Contracts after such
assignment to and assumption by Shaw," Mr. Schlerf remarks.

Based on a review of the Debtors' Books and Records conducted by
AlixPartners, as well as a review of the Asset Purchase
Agreement, other relevant documents and discussions with the
Debtors and their professionals, it was determined that 12 claims
filed in the Debtors' cases represent liabilities arising from
the Assigned Contracts, which liabilities were assumed by Shaw
under the Asset Purchase Agreement.  The Claims are:

   Claimants                 Claim No.      Claim Amount
   ---------                 ---------      ------------
   Allentech                   4946           $286,655
   Eberline Services            651              1,140
                                652                184
                                653                125
                                669            103,218
                                670            101,561
   Fugro Airborne Surveys       360            159,420
   Fuller Mossbarger Scott       66            137,145
   Hoffman Equipment           6718             17,911
   KELLY Tractor Company       4410            170,514
   National Trust Company      4402            500,000
   Weston Solutions            3601         10,000,000

The Committee asserts that because the Shaw Liability Claims were
not expressly excluded as Excluded Assets or Excluded Liabilities
under the Asset Purchase Agreement, and because the Claims relate
to prepetition cure costs arising from prepetition defaults of
the Assigned Contracts, they constitute liabilities for which
Shaw is responsible to satisfy.  Therefore, the Shaw Liability
Claims are not claims that are enforceable against any of the
Debtors and should be disallowed.

The Committee asks the Court to order Shaw to assume any and all
liability on the Claims in accordance with the Asset Purchase
Agreement.  

B. Insufficient Documentation

"Fifty-six claims do not allege sufficient facts to support a
Claim," Mr. Schlerf tells Judge Walrath.  Although the 56
Insufficient Documentation Claims have attached various types of
documents, Mr. Schlerf contends that the documents do not provide
the legal and factual support for the asserted Claims.  

In the absence of a legal liability, the Claims are not valid
against the Debtors.  The Committee, therefore, asks the Court to
deny the presumption of prima facie validity, disallowing and
expunging the Insufficient Documentation Claims in their
entirety.

The Insufficient Documentation Claims include:

   Claimants                 Claim No.      Claim Amount
   ---------                 ---------      ------------
   Alfaro, Christina           4230         $10,000,000
   Barrientos, Guillermo       6491          10,004,650
                               6393          10,004,650
   Barrientos, Joyce           4228          10,000,000
                               4229          10,000,000
   Pfizer, Inc.                4175          10,000,000
   Pierson, James J.           6519           5,000,000
   Xerox Corporation           4010           3,815,501
   Haas, Frederick W.           694           3,264,590

C. Debtor Disputed Claims

Mr. Schlerf asserts that 10 claims are unenforceable against the
Debtors for one or more of these reasons:

   (a) the Claim is for an amount that does not reconcile with
       the amount indicated by the Debtors' books and records;

   (b) the Claim is subject to set-off by the Debtors;

   (c) the Claim represents a liability of a third party and not
       a liability of the Debtors;

   (d) the Claim fails to prove that the Claimant fully or
       properly performed any obligation to the Debtors which
       would entitle the Claimant to a Claim;  

   (e) the Debtors dispute any alleged liability to the Claimant;
       and

   (f) the Claim was already paid.

Accordingly, the Committee asks the Court to disallow these
Debtor Disputed Claims in their entirety:

   Claimants                 Claim No.      Claim Amount
   ---------                 ---------      ------------
   American Wrecking Corp.     4236          $180,000
   Api Ketema                   612           143,666
   Bulingame, Esq., David      4832           241,960
   Circle City Recycling       6438           733,615
   Conte, Richard R.           4727           265,496
   Fugro Airborne Surveys       360           159,420
   Fuller Mossbarger Scott       66           137,145
   Hoffman Equipment           6718            56,199
   IT Group Italia             1336           137,829
                               1337            19,876

D. Incorrectly Classified Claims

The Committee discovered 14 claims that are incorrectly
classified as secured priority claims.  Because the Incorrectly
Classified Claims include claims based on obligations incurred
prior to the Petition Date pursuant to leases, goods and
services, and payments on retirement agreements, Mr. Schlerf
argues that the claims do not qualify for priority status and
must be reclassified as unsecured non-priority claims.

The Claims are:

   Claimants                 Claim No.      Claim Amount
   ---------                 ---------      ------------
   ABB Structured Finance      3282          $716,027
   Api Ketema                   612           143,666
   CAS Holdings, Inc.          6758           192,748
   Eberline Services            651             1,040
                                652               184
                                653               125
                                669           103,218
                                670           101,562
   Fleet Nat'l. Bank           1504         2,344,034
   Fuller & Henry              4214           959,842
                               4566           959,842
                               4570           959,842
   IT Group Italia SRL         1336           137,829
                               1337            19,876

E. Claims Filed Against Non-Debtor Entities

The Committee examined RQ Construction Inc.'s Claim No. 3815 for
$443,009 and found out that the Claim was filed against a non-
Debtor entity.  For this reason, Mr. Schlerf contends that the
liability underlying Claim No. 3815 is not a liability of the
Debtors and should, therefore, be expunged.

Mr. Schlerf points out that the allowance of the Claim would
prejudice the Debtors to the extent the Debtors would be required
to pay a debt that is in fact owed by a non-Debtor entity.

The Committee asks Judge Walrath to disallow Claim No. 3815
either in whole, or in part, to the extent that the Claim is for
a debt owed by a non-Debtor entity.   Mr. Schlerf assures the
Court that RQ Construction will not be prejudiced by having the
Claim reduced or expunged because it has no actual or discernable
claim against the Debtors either collectively or individually.

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)  


IW INDUSTRIES: US Trustee Wants to Meet with Creditors on Mar. 19
-----------------------------------------------------------------
The United States Trustee will convene a meeting of IW Industries,
Inc.'s creditors at 11:00 a.m. on March 19, 2004, in the Office of
the United States Trustee, Long Island Federal Courthouse, 560
Federal Plaza - Room 561, Central Islip, New York 11722-4437.  
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 Melville, New York, I.W. Industries, is a leading
manufacturer of brass products and machined parts such as plumbing
and lightning fixtures and other industrial parts. The Company
filed for chapter 11 protection on February 12, 2004 (Bankr.
E.D.N.Y. Case No. 04-80852).  Kathryn R. Eiseman, Esq., at Piper
Rudnick LLP represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed estimated debts and assets of more than $10 million.


KMART CORP: Says $2 Million ES Bankest Claim Should be Expunged
---------------------------------------------------------------
ES Bankest, LLC filed an administrative expense claim for
$2,030,009.  After reviewing their Books and Records, the Kmart
Corporation Debtors determined that the ES Bankest Claim should be
disallowed because they have already paid substantially all of the
invoices supporting the ES Bankest Claim to General Electric
Capital Corporation.  GE was the payee listed on the invoices
submitted by ES Bankest to support its claim.  The Debtors also
contend that ES Bankest provided insufficient documentation in
support of its claim.

Accordingly, the Debtors ask the Court to expunge the ES Bankest  
Claim in its entirety. (Kmart Bankruptcy News, Issue No. 69;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KNOX COUNTY: Section 341(a) Meeting Scheduled for February 27
-------------------------------------------------------------
The United States Trustee will convene a meeting of Knox County
Hospital Operating Corporation's creditors at 10:30 a.m. on
February 27, 2004, in the US Bankruptcy Court, 300 S Main Street,
2nd Floor, London, Kentucky 40741. 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 Barbourville, Kentucky, Knox County Hospital
Operating Corporation, owns a hospital and provides medical
services.  The Company filed for chapter 11 protection on January
26, 2004 (Bankr. E.D. Ky. Case No. 04-60083).  Dean A. Langdon,
Esq., and Tracey N. Wise, Esq., at Wise DelCotto PLLC represent
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated debts and
assets of over $10 million.


LABRANCHE: Agrees With NYSE & SEC to Settle Investigations
----------------------------------------------------------
LaBranche & Co Inc. (NYSE: LAB) and its specialist trading
subsidiary LaBranche & Co. LLC announced an agreement in principle
with the New York Stock Exchange, Inc. ("NYSE") and the staff of
the Securities and Exchange Commission ("SEC"), subject to final
approval by the SEC, to settle pending investigations by the NYSE
and SEC concerning specialist trading activity.

It is LaBranche's understanding that the settlement will take the
form of an administrative order with findings based on a neither
admit nor deny offer of settlement.  The findings neither admitted
nor denied will include violations of Section 11(b) of the
Securities Exchange Act of 1934 and rules promulgated thereunder
concerning specialist trading, including maintaining a fair and
orderly market.  The findings neither admitted nor denied will
also include violations of Section 15(b)(4)(E), including failure
to supervise with respect to certain transactions in which one or
more employees allegedly violated Section 10(b) of the Exchange
Act and Rule 10b-5 promulgated thereunder.  The agreement is
subject to the drafting of settlement papers and final approval by
the SEC.

Pursuant to the agreement in principle, and without admitting or
denying any wrongdoing, LaBranche would pay a total of $63.5
million in restitution to customers and civil penalties for
certain trades that occurred during the five-year period from 1999
to 2003.  Of the total $63.5 million, $41.6 million is restitution
and $21.9 million is civil penalties. LaBranche will record a
$63.5 million pre-tax charge for its year ended 2003, as it
represents a subsequent event according to generally accepted
accounting principles.  The charge will be included in the
Company's 2003 10-K report, due to be filed in March 2004.

Founded in 1924, LaBranche is a leading Specialist firm. The
Company is the Specialist for more than 650 companies, nine of
which are in the Dow Jones Industrial Average, 30 of which are in
the S&P 100 Index and 103 of which are in the S&P 500 Index. In
addition, LaBranche acts as the Specialist in over 200 options.

                      *    *    *

As reported in the Troubled Company Reporter's February 03,
2004 edition, Standard & Poor's Ratings Services removed from
CreditWatch and lowered its long-term counterparty credit rating
on LaBranche & Co Inc. to 'B' from 'B+'. The ratings had been
placed on CreditWatch Nov. 18, 2003. The outlook is negative.

The downgrade reflects the company's current earnings and interest
coverage ratios, which are substantially lower than in prior
years. Standard & Poor's also has continued concerns regarding the
ability of the company to meet its near-term debt obligations
given the possibility for sizable penalties as a result of the
NYSE and SEC investigations. These issues could impair the
company's ability to raise liquidity to meet its upcoming debt
maturity of $100 million in bonds due in August 2004.


LNR CFL: S&P Assigns Preliminary Ratings to Series 2004-CFL Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LNR CFL 2004-1 Ltd.'s $50.4 million CMBS
resecuritization notes series 2004-CFL.

The preliminary ratings are based on information as of
Feb. 18, 2004. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates and the property type and
geographic diversification of the mortgaged properties in the
Structured Assets Securities Corp. series 1996-CFL transaction.  

                PRELIMINARY RATINGS ASSIGNED
                LNR CFL 2004-1 Ltd.
    
        Class        Rating      Amount (mil. $)
        I-1          A-                   10.696
        I-2          A-                    1.884
        I-3          BBB+                  3.518
        I-4          BBB+                  3.161
        I-5          BBB                   3.160
        I-6          BBB                   3.161
        I-7          BBB-                  3.161
        I-8          BBB-                  3.673
        I-9          BB+                   7.827
        I-10         BB                    4.698
        I-11         BB-                   2.611
        I-12         B+                    2.610
        I-13         B                     0.243


MIRANT: CCAA Court Approves Sale of 5 Contracts to Tenaska
----------------------------------------------------------
The Monitor and the Mirant Canadian Debtors worked together to
implement the Sale Process, which involved:

   (i) the distribution of 793 letters to potential domestic and
       international purchasers;

  (ii) the placement of an advertisement in the Wall Street
       Journal;

(iii) the preparation and execution of 31 Confidentiality
       Agreements; and

  (iv) the creation of a virtual and physical data room.

Rod Pocza, President of the Canadian Debtors, reports that 10
bids were received on December 18, 2003.  The Canadian Debtors
did not receive any bids to purchase their businesses as a going
concern.  Seven of the Bids were for the purchase of some or all
of the transportation contracts.  Some of these Bids also
included the assumption of some or all of the marketing contracts
and trading contracts.  Two separate parties bid for an office
lease and selected furniture and one party bid solely for
miscellaneous furniture and information technology equipment.

                  The Transportation Contacts

Mirant Canada Energy Marketing, Ltd. is a party to five long-term
contracts for pipeline capacity to transport gas.  These
contracts are "out of the money" -- the total price Mirant Canada
receives for the gas supplied to the customer inclusive of
pipeline charges is less than the original cost of the gas to
Mirant Canada plus the fixed pipeline charges.  To entice a
bidder to assume the obligations under the transportation
contracts, Mirant Canada is expected to pay a bidder to take on
all of the outstanding transportation obligations for the
remaining terms of the contracts.  Accordingly, the smaller the
amount Mirant Canada has to pay the bidder, the better the Bid.

After confirming, analyzing and comparing the particulars of the
various competing Bids, the Canadian Debtors determined that
Tenaska Marketing Canada, a division of TMV Corp., submitted the
best Bid.  Subsequently, on January 16, 2004, Mirant Canada
entered into a Purchase and Sale Agreement with Tenaska.

The amount Mirant Canada has to pay Tenaska for assumption of the
transportation contracts will not be finalized until the Closing
on March 1, 2004.  The amount payable will be calculated pursuant
to a methodology that is filed under seal.  This will prevent any
competitors from influencing the market on the relevant valuation
dates.

Mr. Pocza relates that the Monitor and Mirant Canada negotiated a
deposit from Tenaska as evidence of its bona fide intention to
close the transaction.  Accordingly, Tenaska paid a CN$750,000
deposit with the Monitor pending the Closing of the sale
transaction.  If the transaction does not close due to Tenaska's
fault, the deposit will be forfeited.

                    Marketing Contracts

Contracts for the delivery of gas to an identified customer are
referred to as marketing contracts.  Mirant Canada has two
marketing contracts with Vermont Gas Systems, Inc.

Mr. Pocza informs the CCAA Court that the Canadian Debtors
received three Bids for the Marketing Contracts.  In each case,
the purchase of the Marketing Contracts was conditioned on the
assumption of the associated transportation contract.  
Accordingly, the purchase price of the Marketing Contracts had to
be considered in light of the value given for the transportation
contract.  This analysis supported the sale of the Marketing
Contracts to Tenaska as it was aligned with the transportation to
serve the Marketing Contracts.

Pursuant to the terms of the Purchase Agreement, Tenaska agreed
to pay $47,800 for the Marketing Contracts.

                      Trading Contracts

Mirant Canada has a number of gas trading contracts with various
counterparties.  Mirant Canada requires the gas purchased under
some of the trading contracts to fill the pipeline capacity under
the transportation contracts.

Mr. Pocza states that the Bids received relating to the Trading
Contracts also involved a payment by Mirant Canada for assumption
of the trading contracts.  The Bids contemplated payment by
Mirant Canada of between $2,500,000 to $10,000,000.  The Canadian
Debtors and the Monitor analyzed these Bids and determined that
there would be a greater economic benefit to the creditors if
Mirant Canada simply managed down the Trading Contracts.  Thus,
the Canadian Debtors did not accept any Bids for its Trading
Contracts.

                    Benefit to Creditors

The primary benefit of completing the sale of the transportation
contracts arises from Tenaska assuming Mirant Canada's
obligations on a going forward basis under the Transportation
Contracts.  The Canadian Debtors and the Monitor calculated that
the future demand charge obligations under those transportation
contracts will total $49,476,326 as of March 1, 2004 for the
remaining terms of the contracts.  Thus, Mr. Pocza concludes,
Mirant Canada's payment to Tenaska will reduce the total
potential creditor claims against them by about $50,000,000,
thereby increasing the amount of funds available for the
unsecured creditors on any distribution by Mirant Canada.

The Monitor, in conjunction with the Canadian Debtors, prepared
an analysis with respect to the impact of this transaction on the
creditor claims.  The analysis disclosed that by approving the
sale of the transportation contracts to Tenaska, there will be an
increased payout to creditors unless a significant number of the
contingent claims are ultimately proven.  

The Canadian Debtors do not believe that there will be a
significant increase in claims.

Accordingly, the Canadian Debtors seek the CCAA Court's authority
to enter into and close the Tenaska Purchase Agreement.

                       *    *    *

The Honourable Madame Justice Kent authorizes Mirant Canada to
enter into the Tenaska Purchase Agreement for the sale of the
Assets.  Mirant Canada is directed to take all steps and to do
all other acts necessary to close the sale with Tenaska in
accordance with the Purchase Agreement. (Mirant Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MULTIPLAN: S&P Assigns Positive Outlook to B+ Counterparty Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' counterparty
credit rating to MultiPlan Inc.

Standard & Poor's also said that the outlook on MultiPlan is
positive.

At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating to MultiPlan's $200 million senior secured
credit facility, which will consist of a five-year, $180 million,
two-part term loan arrangement and a five-year, $20 million
revolver. In conjunction with this transaction, the company is
also raising $144.7 million in preferred equity from GA Partners,
a private equity firm, which cannot be redeemed until six months
after the above-mentioned bank credit facilities have been repaid.

MultiPlan is expected to use the proceeds to fund its acquisition
of the U.S. Health division of BCE Emergis, which was announced on
Jan. 2, 2004.

"The ratings on New York-based MultiPlan, a preferred provider
organization, reflect Standard & Poor's assessment of the
company's highly leveraged capital structure (when preferred
equity is counted as debt), narrow product scope, relatively small
revenue base, and customer concentration," noted Standard & Poor's
credit analyst Joseph Marinucci. "The ratings also reflect the
company's established presence in its market segment, very strong
adjusted earnings profile, experienced management team, and
technological sophistication."

In 2004, Standard & Poor's believes Multiplan will be
significantly transforming the structure and scale of its
operations by converting its corporate form, acquiring and
integrating a larger competitor, and taking on a significant
investor in the form of an unaffiliated private equity firm.

The positive outlook reflects the potential for the ratings on
MultiPlan to be raised within 12-24 months if the company
effectively integrates its acquisition of U.S. Health, maintains
earnings consistency, and reduces its debt leverage.


NATIONAL CENTURY: Asks Court to Expunge Med Diversified Claims
--------------------------------------------------------------
Prior to the Petition Date, Med Diversified, Inc., Chartwell
Diversified Services, Inc., Chartwell Community Services, Inc.,
Chartwell Care Givers, Inc., Resource Pharmacy, Inc. and the
National Century Debtors were parties to a variety of financing
arrangements.  Med Diversified was a participant in the accounts
receivable financing program of NPF VI, and acted as a conduit of
funds to its subsidiaries, Chartwell Diversified Services. Inc.,
Chartwell Care Givers, Inc. and Chartwell Community Services, Inc.

Matthew A. Kairis, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that the Debtors also loaned Med
Diversified money.  The loans were evidenced by several
promissory notes, the obligations under which were secured by a
security interest in Med Diversified's assets.  Debtor NPF X,
Inc. was the assignee of certain promissory notes evidencing Med
Diversified's borrowing funds.  Finally, the Debtors leased
certain equipment to Med Diversified.  Med Diversified owes the
Debtors an aggregate amount in excess of $100,000,000 in
connection with these obligations.

On May 30, 2003, the Med Diversified Entities filed claims on
behalf of:

   * Med Diversified       -- Claim Nos. 803, 806, 807, 809, 811,
                              812, 813, 814, 815, 816, 817, 818,
                              819, 820;

   * Chartwell Community   -- Claim Nos. 751, 753, 754, 756, 758,
                              761, 762, 764, 767, 768, 770, 772,
                              774, 776;

   * Chartwell Diversified -- Claim Nos. 785, 788, 790, 792, 794,
                              796, 798, 800, 801, 802, 804, 805,
                              808, 810;

   * Chartwell Care Givers -- Claim Nos. 779, 780, 781, 782, 783,
                              784, 786, 787, 789, 791, 793, 795,
                              797, 799; and

   * Resource Pharmacy     -- Claim Nos. 752, 755, 757, 759, 760,
                              763, 765, 766, 769, 771, 773, 775,
                              777, 778.

The Med Diversified Claims were asserted against various Debtors:

   * NCFE, Inc.            -- Claim Nos. 751, 785, 803, 752, 779;

   * NPF XII, Inc.         -- Claim Nos. 753, 788, 755, 780;

   * NPF VI, Inc.          -- Claim Nos. 754, 792, 809, 759, 782;

   * National
     Premier
     Financial
     Services, Inc.        -- Claim Nos. 756, 790, 807, 757, 781;

   * Memorial Drive
     Office Complex, LLC   -- Claim Nos. 758, 794, 811, 760, 783;

   * National Physicians
     Funding II, Inc.      -- Claim Nos. 761, 796, 812, 763, 784;

   * Anesthesia
     Solutions, Inc.       -- Claim Nos. 762, 798, 814, 765, 786;

   * NPF-CSL, Inc.         -- Claim Nos. 764, 800, 813, 766, 787;

   * NPF-LL, Inc.          -- Claim Nos. 767, 801, 815, 769, 789;

   * NPF-SPL, Inc.         -- Claim Nos. 768, 802, 816, 771, 791;

   * NPF X, Inc.           -- Claim Nos. 770, 804, 817, 773, 793;

   * NPF Capital
     Partners, Inc.        -- Claim Nos. 772, 805, 818, 775, 795;

   * NPF Capital, Inc.     -- Claim Nos. 774, 808, 819, 777, 797;
                              and

   * NCFE.com, Inc.        -- Claim Nos. 776, 810, 820, 778, 799.

Each Med Diversified Claim asserts a claim for $28,165,748, plus
unliquidated damages.  The Med Diversified Claim amounts are
based on assertions of breach of contract, fraud, conversion,
turnover of property, unjust enrichment, preferential transfers,
fraudulent conveyances and unauthorized postpetition transfers.

Mr. Kairis argues that the Med Diversified Claims should be
disallowed because the Med Diversified Entities owe the Debtors
$100,000,000:

   (a) NPF VI purchased receivables from the Med Diversified
       Entities.  Med Diversified acted as a conduit for funding
       to three of its subsidiaries, Chartwell Diversified
       Services, Chartwell Care Givers and Chartwell Community
       Services.  Med Diversified failed to deliver the
       receivables to NPF VI.  As a result of these purchases,
       Med Diversified currently owes NPF VI $38,068,724;

   (b) NPF XII also purchased receivables from Med Diversified,
       doing business as Resource Pharmacy.  Med Diversified
       failed to deliver the receivables to NPF XII.  Med
       Diversified currently owes NPF XII $7,363,568 as a result
       of these purchases;

   (c) NPF X holds several notes, on which the Med Diversified
       Entities owe $47,723,561;

   (d) NPF Capital holds a note, on which Med Diversified owes
       $2,558,854;

   (e) NPF LL holds a lease, on which Med Diversified owes
       $125,952; and

   (f) NCFE holds a note, on which Med Diversified owes
       $3,733,749.

The Med Diversified Claims, Mr. Kairis maintains, should also be
disallowed because:

   (a) The Med Diversified Claims fail to the extent they are
       asserted based on contractual obligations to fund, because
       the Sale and Subservicing Agreements between the parties
       do not obligate the Debtors to purchase receivables from
       the Med Diversified Entities; and

   (b) The Med Diversified Claims fail to the extent they are
       asserted based on contractual obligations to pay out funds
       held in the Credit Reserve Accounts, because the Sale and
       Subservicing Agreements state that the funds are to be
       used to cover deficiencies in the sale of receivables.  

The Med Diversified Claims are also duplicative.  Each Claim
represents the same amount, which cannot be owed to each Med
Diversified Entity.  Moreover, Mr. Kairis notes that each claim
lacks supporting documentation.  Although the attachments to the
Med Diversified Claim reference claims based on the Sale and
Subservicing Agreements, no copy of the writing is attached.

Accordingly, the Debtors ask the Court to disallow and expunge
the Med Diversified Claims. (National Century Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NOT JUST ANOTHER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Not Just Another Car Wash, Inc.
        2195 Fleurie Lane
        Braselton, Georgia 30517

Bankruptcy Case No.: 04-90859

Type of Business: The Debtor provides car wash services.

Chapter 11 Petition Date: February 2, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtor's Counsel: George M. Geeslin, Esq.
                  3355 Lenox Road, Suite 875
                  Atlanta, GA 30326-1357
                  Tel: 404-841-3464
                  Fax: 404-816-1108

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Capital Bank                                          $1,246,139
P.O. Box 18949
Raleigh, NC 27619-8949

American Express Business Fi.                            $56,370

Hoyt Construction                                        $40,006

American Express Business     credit card                $15,000
Mgt.

Internal Revenue Service                                 $13,896

Martin Leasing                                            $4,000

Shelby Sales                                              $2,000

Georgia Dept. of Revenue                                  $1,953

Nextel Communications                                     $1,558

Cobb EMC                                                  $1,483

Home Depot                                                $1,379

HH Grainger, Inc.                                         $1,373

Auto Owners Insurance                                     $1,158

Cobb County Water                                         $1,144

Moon Brothers, Inc.                                         $598

United Waste Services                                       $275

Sara Lee                                                    $261

BellSouth                                                   $208

Comcast                                                     $187

Zep Manufacturing                                           $119


OMEGA: Taps Cohen & Steers as Stock Offering Placement Agent
------------------------------------------------------------
Omega Healthcare Investors Inc. is offering 4,739,500 of its
8.375% Series D cumulative redeemable preferred shares, par value
$1.00 per share, at a price of $25.00 per share, for an aggregate
purchase price of $118,487,500.

The Company will pay quarterly cumulative dividends, in arrears,
on the 8.375% Series D cumulative redeemable preferred shares from
the date of original issuance. These dividends will be payable on
February, May, August and November 15 (or the first business day
thereafter) of each year, when and as authorized by the board of
directors and declared by the Company, beginning on May 17, 2004,
at a yearly rate of 8.375% of the $25.00 liquidation preference,
or $2.09375 per 8.375% Series D cumulative redeemable preferred
share, per year. Omega Healthcare Investors may not redeem the
8.375% Series D cumulative redeemable preferred shares prior to
February 10, 2009, except as necessary to preserve the Company's
status as a real estate investment trust. On or after
February 10, 2009, it may, at its own option, redeem the 8.375%
Series D cumulative redeemable preferred shares, in whole or from
time to time in part, for $25.00 per 8.375% Series D cumulative
redeemable preferred share in cash plus any accrued and unpaid
distributions through the date of redemption. The 8.375% Series D
cumulative redeemable preferred shares have no stated maturity,
are not subject to any sinking fund and will remain outstanding
indefinitely unless Omega redeems them. The 8.375% Series D
cumulative redeemable preferred shares are subject to certain
restrictions on ownership and transfer designed to preserve
Omega's qualification as a real estate investment trust for
federal income tax purposes.

The Company has agreed to engage Cohen & Steers Capital Advisors,
LLC, as placement agent for this offering. Cohen & Steers has no
commitment to purchase securities and will act only as an agent in
obtaining indications of interest on the securities from certain
investors. After paying the placement agent fee and other
estimated expenses payable by Omega, the Company anticipates
receiving approximately $114,900,313 in net proceeds from this
offering.

Omega Healthcare Investors expected to deliver its Series D
cumulative redeemable preferred shares offered by its prospectus
supplement on or about February 10, 2004.

The Company has applied to list its Series D cumulative redeemable
preferred shares for trading on the New York Stock Exchange under
the symbol "OHI PrD". The New York Stock Exchange has various
requirements for listing, including requirements relating to the
distribution of the shares to be listed to no fewer than 100
beneficial owners. Omega expects that there will initially be not
less than 100 holders of its Series D preferred shares. Trading of
the Company's Series D preferred shares on the New York Stock
Exchange is expected to commence within 30 days of initial
delivery of the Series D preferred shares or at such time
thereafter as the requirements for the listing are met.

Omega (S&P, B+ Corporate Credit Rating, Stable) is a Real Estate
Investment Trust investing in and providing financing to the long-
term care industry. At June 30, 2003, the Company owned or held
mortgages on 221 skilled nursing and assisted living facilities
with approximately 21,900 beds located in 28 states and operated
by 34 third-party healthcare operating companies.


O'SULLIVAN: Lower-Than-Expected Profits Spur S&P to Cut Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on furniture manufacturer O'Sullivan Industries Holdings
Inc. to 'B-' from 'B', and the senior unsecured debt ratings on
the company to 'CCC' from 'CCC+'. Standard & Poor's also lowered
the corporate credit ratings on the company's wholly owned
operating subsidiary, O'Sullivan Industries Inc., to 'B-' from
'B', and lowered the subsidiary's subordinated debt ratings
to 'CCC' from 'CCC+'. In addition, the subsidiary's senior secured
bank loan rating was lowered to 'B' from 'B+'.

The outlook is negative. O'Sullivan's total debt as of Dec. 31,
2003, was $218.1 million.

"The downgrade reflects lower than expected profitability at
O'Sullivan as a result of ongoing challenging industry conditions
in the ready-to-assemble furniture market," said credit analyst
Martin S. Kounitz. "As a result, O'Sullivan's credit measures are
below Standard & Poor's expectations. Given the weak operating
environment, the timing of recovery for O'Sullivan is unclear."

The ratings are based on O'Sullivan's highly leveraged financial
profile resulting from its 1999 leveraged buyout, the volatile
nature of the residential and office furniture industry, and
customer concentration. Continued growth in foreign competition
has eroded the company's previously solid market position in the
U.S. office superstore and mass merchant channels.

Lamar, Missouri-based O'Sullivan is the second-largest designer,
manufacturer, and distributor of ready-to-assemble furniture
products, selling primarily to the U.S. home office and home
entertainment markets. At a time of contraction in the office
furniture market resulting from a weak economy, shipments of RTA
furniture declined by about 10% in calendar 2003, as expected.
Despite the declining market, however, O'Sullivan's cost position
is reasonable because its manufacturing processes are not labor
intensive. Still, the company has lost market share in the past
year to Asian imports featuring glass and steel designs.


PARMALAT: Police Arrests 3 Members of Calisto Tanzi's Family
------------------------------------------------------------
The scandal engulfing Parmalat widened as police arrested seven
people, including the son, daughter and brother of jailed company
founder Calisto Tanzi, and placed another suspect under house
arrest on Tuesday, Feb. 17, the Associated Press reported. The
latest round of arrests highlights the fall from grace of a family
that was once held up as a model of Italy's capitalism.

Stefano and Francesca Tanzi, Calisto's adult children, were picked
up in their homes in Parma, the northern city near the company's
headquarters, and taken to the city's prison. The two are
suspected of fraudulent bankruptcy and criminal association, said
Maurizio Raponi of the tax police division in nearby Bologna. They
have both denied any wrongdoing. On Dec. 19, Parmalat had
acknowledged that it didn't have $5 billion it had claimed was in
a Bank of America account. Soon after, Parmalat went into
bankruptcy protection. An audit, which was ordered after the
scandal broke, recently put the company's debt at about $18
billion -- eight times more than Parmalat had claimed in
September, reported the newswire. (ABI World, Feb. 18, 2004)


PG&E CORPORATION: Board Opts to End Shareholder Rights Plan
-----------------------------------------------------------
PG&E Corporation's (NYSE: PCG) Board of Directors voted to
terminate the Corporation's Shareholder Rights Plan upon Pacific
Gas and Electric Company's impending exit from Chapter 11. The
rights issued under the plan are now set to expire on the date
that Pacific Gas and Electric Company's confirmed Chapter 11 plan
of reorganization becomes effective.

The Board adopted the Shareholder Rights Plan in December 2000,
when the company faced the extraordinary financial circumstances
brought on by the California energy crisis. The plan was intended
to protect the Corporation's shareholders in the event the
Corporation was presented with inadequate offers or coercive or
unfair takeover tactics.

This decision responds to shareholders who supported a proposal to
terminate the plan and to the improving financial and regulatory
circumstances arising from the utility's impending exit from
Chapter 11.


PG&E NATIONAL: Turns to Winston & Strawn for FERC Advice
--------------------------------------------------------
The NEG Debtors seek the Court's authority to supplement the
scope of Winston & Strawn LLP's representation.  The NEG Debtors
have been utilizing Winston & Strawn as their counsel to handle
mediations, arbitrations, and litigation associated with energy,
regulatory and transactional work.  Although the original
application and related affidavit clearly identified that Winston
& Strawn had been performing services before the Petition Date,
the application only implied, but did not state as clearly as it
could have, that the associated "litigation" was to be included
in the work to be performed postpetition.

Specifically, Winston & Strawn represented the Debtors and their
affiliates with respect to these matters prior to the Petition
Date:

   a. USGen New England: Regulatory work including
      hydro-electric, FERC and environmental;

   b. Attala Energy Corporation: Representation in arbitration
      regarding the level of a termination payment

   c. Liberty Generating Corporation: Regulatory work;

   d. Liberty Generating Company LLC: Regulatory work;

   e. PG&E Dispersed Generating Company LLC: Regulatory work;

   f. Harquahala Generating Company LLC: Interconnection work;

   g. NEG - General Holdings: FERC-related work;

   h. PG&E Energy Trading - Power, LP: Representation in
      arbitrations regarding tolling agreement, reviewing tolling
      agreements, regulatory work; and

   i. Pacific Gas & Electric Company: Special regulatory counsel
      in connection with bankruptcy case and outside counsel on
      day-to-day hydro-eclectic, FERC and NRC matters.

Out of abundance of caution, the Debtors ask the Court to clarify
that Winston & Strawn may continue to provide the same critical
services. (PG&E National Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


RAVEN MOON: Commences 2004 Equity Compensation Plan for Employees
-----------------------------------------------------------------
Raven Moon Entertainment has registered the following securities:

The authorized stock of Raven Moon Entertainment, Inc. consists of
200,000,000 authorized shares of common stock, par value $.0001
per share, approximately 83,250,760 shares of which were
outstanding as of February 2, 2004, and 800,000,000 authorized
shares of Preferred Stock, par value $.0001 par value,
approximately 6,024,755 shares of which were outstanding as of
February 2, 2004.

Each share of common stock is entitled to one vote, either in
person or by proxy, on all matters that may be voted upon by the
owners thereof at a meeting of the shareholders, including the
election of directors. The holders of common stock (i) have equal,
ratable rights to dividends from funds legally available therefor,
when, as and if declared by the Board of Directors of the Company;
(ii) are entitled to share ratably in all of the assets of the
Company available for distribution to holders of common stock upon
liquidation, dissolution or winding up of the affairs of the
Company; (iii) do not have preemptive or redemption provisions
applicable thereto; and (iv) are entitled to one noncumulative
vote per share on all matters on which shareholders may vote at
all meetings of shareholders.

All shares of common stock issued and outstanding are, and those
offered in the current registration, when issued, will be fully
paid and nonassessable, with no personal liability attaching to
the ownership thereof.

The Company has appointed Florida Atlantic Stock Transfer, Inc.
7130 Nob Hill Road, Tamarac, Florida 33321, as transfer agent and
registrar for the common stock and Preferred Stock.

Raven Moon Entertainment, Inc., a Florida corporation, has adopted
its 2004 Equity Compensation Plan as of the 12th day of January
2004. Under the Plan, the Company may issue shares of the
Company's common stock or grant options to acquire the Company's
common stock, par value $0.0001, from time to time to employees,
officers, consultants or advisors of the Company, all on the terms
and conditions set forth by the Company's Plan. In addition, at
the discretion of the Board of Directors, Shares may from time to
time be granted under this Plan to individuals, including
consultants or advisors, who contribute to the success of the
Company, provided that bona fide services shall be rendered by
consultants and advisors, and such services must not be in
connection with the offer or sale of securities in a capital-
raising transaction. Grants of incentive or non-qualified stock
options and stock awards, or any combination of the foregoing, may
be made under the Plan.

The Plan is intended to aid the Company in rewarding those
individuals who have contributed to the success of the Company.
The Company has designed this Plan to permit the Company to reward
those individuals who the management perceives to have contributed
to the success of the Company or who are important to the
continued business and operations of the Company. The above goals
will be achieved through the granting of Shares.

Administration of this Plan shall be determined by the Company's
Board of Directors. Subject to compliance with applicable
provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with
respect to this Plan on such terms and to such committees of the
Board as it deems proper. The interpretation and construction of
the terms of this Plan by the Plan Administrators thereof shall be
final and binding on all participants in this Plan absent a
showing of demonstrable error. No member of the Plan
Administrators shall be liable for any action taken or
determination made in good faith with respect to this Plan. Any
shares approved by a majority vote of those Plan Administrators
attending a duly and properly held meeting shall be valid. Any
shares approved by the Plan Administrators shall be approved as
specified by the Board at the time of delegation.

The total number of shares issues pursuant to this Plan shall not
exceed 50,000,000 shares. If any right to acquire Stock granted
under this Plan is exercised by the delivery of shares of Stock or
the relinquishment of rights to shares of Stock, only the net
shares of Stock issued (meaning the shares of stock issued less
the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this
Plan.

The company's September 30, 2003, balance sheet discloses a total
stockholders' equity deficit of $67,167.


READER'S DIGEST: Proposes New Senior Debt Offering to Repay Debt
----------------------------------------------------------------
The Reader's Digest Association, Inc. (NYSE: RDA) announced it is
proposing to offer $300 million of senior notes due 2011.
    
The company intends to use all of the net proceeds of this
offering to repay a portion of outstanding indebtedness under its
senior credit facilities.
    
"This move will enable us to diversify our borrowings at fixed
rates for a significant portion of our indebtedness, principally
related to our 2002 acquisition of Reiman Publications," said
Michael S. Geltzeiler, Senior Vice President and Chief Financial
Officer.

The senior notes will be issued in a transaction that will not be
registered under the Securities Act of 1933, as amended, and will
be offered and sold in the United States only to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act and to certain non-U.S. persons in transactions outside the
United States in reliance on Regulation S under the Securities
Act.  The senior notes to be offered may not be offered or sold
in the United States absent registration or an applicable
exemption from registration requirements under the Securities Act.

The Reader's Digest Association, Inc. is a global publisher and
direct marketer of products that inform, enrich, entertain and
inspire people of all ages and cultures around the world.  Global
headquarters are located at Pleasantville, New York.  The
company's main Web site is at http://www.rd.com.

                      *    *    *

As reported in the Troubled Company Reporter's February 2, 2004
edition, Standard & Poor's Ratings Services lowered its
preliminary rating  on Reader's Digest Association Inc.'s $500
million Rule 415 senior unsecured shelf registration to 'BB-' from
'BB', reflecting Standard & Poor's expectation that the company
will maintain a level of secured debt to total assets sufficient
to disadvantage any potential holders of future unsecured debt.
Standard & Poor's expects that potential shelf drawdowns would be
used to repay bank debt, which would reduce the unsecured
debtholders' disadvantage.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating and bank loan ratings on the company. The rating
outlook remains negative. Pleasantville, New York-based Reader's
Digest publishes the world's highest circulating, paid magazine
and is a leading direct marketer of books. Total debt as of
Dec. 31, 2003, was $798 million.

The ratings on Reader's Digest reflect its weak profitability and
moderate financial risk, only partially offset by its market
positions in the highly competitive publishing and direct
marketing businesses. Standard & Poor's remains concerned about
the company's increased business risk and uncertain long-term
growth prospects.


RJ REYNOLDS: Reiterates Commitment to Build Shareholder Value
-------------------------------------------------------------
In a presentation to industry analysts and investors, R.J.
Reynolds Tobacco Holdings, Inc. (NYSE: RJR) reiterated its
commitment to strengthening and improving its business, and
building shareholder value. The company also reaffirmed the full-
year guidance it issued on Jan. 27.

Speaking at the Consumer Analyst Group of New York (CAGNY)
conference, Dianne M. Neal, RJR's chief financial officer, said
that 2003 was a year of reevaluation and transformation for the
company.

RJR entered 2003 facing significant challenges, Neal said,
including continuing industry volume declines; permanent pressure
from low-cost competitors; a cost-structure disadvantage; and a
lack of pricing flexibility due to settlement costs and increased
state and federal excise taxes. These factors prompted the company
to undertake a comprehensive business analysis; announce a new
business plan; and enter into an agreement to combine the U.S.
business operations of RJR Tobacco with those of British American
Tobacco's (BAT) Brown & Williamson (B&W) subsidiary.

In September 2003, RJR announced a two-pronged initiative to drive
profit growth: a new brand-portfolio strategy for RJR Tobacco; and
a cost-structure reduction that will enable RJR to achieve $1
billion in annualized savings by year-end 2005.

The new brand-portfolio strategy adopted by RJR Tobacco focuses on
investing in its two growth brands, Camel and Salem; limiting
investment in Winston and Doral; and emphasizing profit on its
private-label brands.

Neal said that RJR's cost-reduction efforts yielded savings of
$400 million in 2003 and are expected to produce an additional
$400 million in savings in 2004. The company is on track to
deliver a $1 billion cost reduction by the end of 2005, she said.

RJR also reaffirmed the full-year guidance it provided in January.
In 2004, Neal said, RJR expects to generate operating income of
$725 million to $775 million, excluding restructuring charges
currently estimated to be approximately $20 million. With these
restructuring charges included, RJR expects operating income of
$705 million to $755 million, net income of $385 million to $415
million and diluted earnings per share of $4.55 to $4.90. The
company expects to end the year with approximately $1.6 billion in
cash. The company's guidance does not include the potential
effects of the pending B&W transaction.

Neal reported that the RJR/B&W business combination is proceeding
on schedule. Once it is complete, current RJR shareholders will
retain 58 percent ownership in the new holding company, Reynolds
American Inc.

Combining the U.S. operations of RJR Tobacco and B&W will make the
company a more effective and efficient competitor, Neal said. RJR
expects to achieve synergies of at least $500 million once the
companies are fully integrated. The deal is expected to close in
mid-2004, following receipt of regulatory and shareholder
approvals. Full integration of the two companies is expected to
take 18 to 24 months thereafter, she said.

"The company's restructuring, the implementation of RJR Tobacco's
new brand portfolio strategy and the business combination with B&W
are all on track," Neal said. "We are pleased with the significant
progress we have made toward putting RJR on the right path to
improve business performance and enhance shareholder value in 2004
and the years ahead."

Reynolds American Inc., the holding company to be formed in the
proposed business combination, has filed a registration statement
on Form S-4 that includes a preliminary proxy statement/prospectus
and other relevant documents in connection with the proposed
business combination. The registration statement will be amended
to include the year-end 2003 financial statements. When the
registration statement becomes effective, a final proxy
statement/prospectus and other relevant documents will be mailed
to RJR shareholders.

R.J. Reynolds Tobacco Holdings, Inc. (Fitch, BB+ Guaranteed Senior
Notes and Bank Credit Facility and BB Senior Notes, Negative
Outlook) is the parent company of R.J. Reynolds Tobacco Company
and Santa Fe Natural Tobacco Company, Inc.  R.J. Reynolds Tobacco
Company is the second-largest tobacco company in the United
States, manufacturing about one of every four cigarettes sold in
the United States.  Reynolds Tobacco's product line includes four
of the nation's 10 best-selling cigarette brands:  Camel, Winston,
Salem and Doral.  Santa Fe Natural Tobacco Company, Inc.
manufactures Natural American Spirit cigarettes and other tobacco
products, and markets them both nationally and internationally.
Copies of RJR's news releases, annual reports, SEC filings and
other financial materials are available on the company's Web site
at http://www.RJRHoldings.com/


ROPER INDUSTRIES: Sales Increased by 7% to $657 Mil. in FY 2003
---------------------------------------------------------------
Roper Industries, Inc. (NYSE: ROP) reported full year diluted
earnings per share (DEPS) from continuing operations, before debt
extinguishment costs, of $2.01, compared with $1.95 in the prior
year. The Company reported Net DEPS of $1.41, which includes $16
million of previously announced debt extinguishment costs (net of
related income tax benefits) from recapitalization initiatives
completed in December. In the fourth quarter, Roper reported DEPS,
before debt extinguishment costs, of $0.56, and Net DEPS of $0.06
versus $0.53 in the prior year.

The Company also announced it generated a record $38 million of
cash from operating activities in the fourth quarter, excluding
the one-time debt extinguishment costs. Cash flow benefited from
$4 million of working capital improvements. Roper Industries had
$70 million of cash on hand at the end of the year and over $200
million of undrawn revolver capacity.

For the full year 2003, the Company reported record net sales of
$657 million, 7% higher than the prior year. Net orders increased
11% in the fourth quarter. Fourth quarter net sales of $170
million were also 7% higher than the prior year quarter. The
Company noted particular strength in its water/wastewater markets
and in certain of its oil & gas and imaging markets during the
fourth quarter. 2003 results do not include any contributions from
Neptune Technology Group Holdings (NTGH), which the Company
acquired on December 29, 2003 and which will contribute to 2004
results.

"We are pleased to complete 2003 with our fourth consecutive
quarter of organic growth, continued strong earnings and record
cash flow," said Brian Jellison, Chairman, President and CEO of
Roper Industries. "We achieved record full year results despite
$30 million of lower sales to Gazprom and $6 million of costs from
restructuring activities that will benefit our performance in
2004."

"2003 was a very successful year at Roper," said Mr. Jellison. "In
addition to recapitalizing the business and acquiring NTGH, we
implemented our new market-focused business structure,
strengthened the leadership team, re- ignited our organic growth,
completed several restructuring initiatives, and sold off a non-
strategic business. With our strengthened financial resources,
improving markets, growing cash flow and full pipeline of
acquisition opportunities, Roper is well positioned for 2004."

            Outlook for Strong Results in 2004

In 2004, the Company plans to build on its 2003 successes by
capturing the opportunities available from the NTGH acquisition,
continuing its initiatives to drive organic growth, making
strategic acquisitions, driving down net working capital and
increasing organizational capabilities. The Company expects these
activities to contribute to record 2004 results. The Company
announced it is forecasting 2004 net sales of $875 - $925 million,
DEPS of $2.45 - $2.70, and cash flow from operating activities of
$140 - $160 million.

"With our primary markets stable and improving, we expect to post
seasonally better results in the second quarter, largely from
improving industrial and energy markets, higher shipments of large
oil & gas and water/wastewater projects and benefits from our
restructuring activities," said Mr. Jellison. The Company is
forecasting first quarter DEPS of $0.43 - $0.47, excluding NTGH
inventory revaluation costs, on sales of $200 - $215 million, and
second quarter DEPS of $0.57 - $0.63 on sales of $220 - $230
million.

Roper expects continuously improving results after its typically
soft first quarter, which will include approximately $2 million of
costs from inventory revaluation following the acquisition of
NTGH, and higher costs for Roper to meet requirements of the
Sarbanes-Oxley Act. The Company also expects to incur total
restructuring costs of $1 million in the first quarter as it
completes its restructuring activities by uniting its two AMOT
operations under a single global brand structure and reducing the
cost structure of its Gazprom-related operations.

                    Q4 Results by Segment

All comparisons are made against the year-ago period unless
otherwise stated.

The Industrial Technology segment reported net sales of $44
million in the fourth quarter, 14% higher due to strong
water/wastewater project revenues, improved control system
revenues and favorable currency effects. Fourth quarter net orders
improved 11% to $41 million. Despite incurring $0.6 million of
restructuring costs in the quarter, the segment produced higher
operating profit of $9 million from higher sales. Excluding
restructuring costs, fourth quarter margins were maintained at
21%.

The Instrumentation segment posted $51 million of net sales, a 14%
increase as improvements in certain petroleum and materials
testing markets were supplemented with favorable currency effects.
Net orders improved 12%. Operating profits increased 25% on the
strength of higher sales and benefits from the integration of the
2002 acquisition of Qualitek, offset somewhat from sales in US-
denominated currency by European-based operations. Operating
margins improved to 21%.

Scientific & Industrial Imaging segment net sales rose 6% to $42
million with volume increases across much of the product
portfolio. Net orders decreased 3% due to the timing of orders
placed by electron microscopy customers. Operating profits reached
$7 million or 17% of net sales.

Energy Systems & Controls segment fourth quarter net sales of $34
million were 9% lower due to lower sales to Gazprom; however, net
orders increased 34% to $38 million on significantly higher orders
for other oil & gas customers. Lower sales to Gazprom reduced
operating profit to $7 million and operating margins to 20%.

Roper Industries (S&P, BB+ Corporate Credit and Senior Secured
Bank Loan Ratings), is a diversified industrial growth company
providing engineered products and solutions for global niche
markets. Additional information about Roper Industries is
available on the Company's Web site at http://www.roperind.com/


ROYAL OLYMPIC: Receives Termination Notice from Insurers
--------------------------------------------------------
Royal Olympic Cruise Lines, Inc. (Nasdaq: ROCLF) announced that
its brokers informed the company that the Steamship Mutual
Underwriting Association, one of the company's P&I insurance
underwriters, has given a notice of termination with immediate
effect regarding the P&I insurances.

In addition the brokers informed Royal Olympic that the West of
England P&I Club would also terminate its P&I insurances as of
February 20.
    
Mortgagees of above vessels have been informed accordingly of the
above events by the company.

As previously reported, Royal Olympia Cruises, Inc (Nasdaq: ROCLF)  
announced that its shipowning subsidiaries (debtors) have --
seeking the consent of their major creditors -- requested
protection from their creditors in the Greek Court pursuant to  
Article 45 of Law 1982/1990, which provides for the reorganization  
of debtors in a proceeding similar to a proceeding pursuant to
Chapter 11 of the U.S. Bankruptcy Code.

Royal Olympic is engaged in discussions with the debtors' banks
and other creditors regarding such proceedings. The creditors
determination to consent to the debtors reorganization proceeding
is not within Royal Olympic's control in any material respect, but
may depend -- among other factors -- upon the creditors
determination as to the value of the vessels and the chartering
contracts affecting the vessels, the demand for the vessels and
the general business dynamics of the cruise shipping industry.
However, Royal Olympic cannot assure that the requires consent,
and if no other alternative is found, the debtors may be forced to
cease operations.


SEITEL INC: Appoints Randall D. Stilley as New CEO
--------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIEQ; Toronto: OSL) announced
that it has hired Randall D. Stilley as the Company's new CEO and
President, effective immediately.  Mr. Stilley's appointment is
made with the support of the official committee representing
Seitel's public shareholders, and is subject to the Bankruptcy
Court's approval.  

Mr. Stilley brings to Seitel 28 years of operating experience in
the oil and gas industry.  Most recently, Mr. Stilley has been a
consultant to private equity and an investor in the oil and gas
industry.  Previously he served as President of Weatherford
International's Oilfield Services division, and prior to that
spent 22 years at Halliburton Company in various engineering and
management positions, in both the U.S. and internationally.
    
With Mr. Stilley's appointment, Larry E. Lenig, Jr., who has
served as CEO since December of 2002 is leaving with the
gratitude, full support and appreciation of the Board.  Fred S.
Zeidman, Chairman of Seitel, stated, "Seitel has been extremely
well-served by Larry's expertise in helping to structure and
negotiate the reorganization process and we now feel that the
Company is poised to complete the final stages of its  
reorganization and to successfully emerge after confirmation."
    
Fred S. Zeidman further stated, "Randy Stilley's extensive
experience and knowledge of the industry, together with his keen
strategic intellect, strong leadership characteristics and unique
set of team-building skills will serve the Company well as we
continue to move forward.  Randy was a consensus nominee for this
position and was strongly endorsed by the official equity
committee."
    
Randall Stilley added, "I am excited about the opportunity to work
together with the entire Seitel team and with our customers,
suppliers and shareholders and other constituents toward long-term
success.  The Company has made great progress and we look forward
to building on this momentum. Seitel's extensive U.S. and Canadian
database of 3D and 2D seismic coverage, enhanced by an impressive
suite of value-added products, provides an exceptional platform
for future growth."

Seitel markets its proprietary seismic information/technology to
more than 400 petroleum companies, licensing data from its library
and creating new seismic surveys under multi-client projects.

Houston, Texas-based Seitel and 30 of its United States based
subsidiaries filed for Chapter 11 bankruptcy protection (Bankr.
Del. Case No. 03-12227) on July 21, 2003. Scott D. Cousins, Esq.
of Greenberg Traurig LLP represents the Debtors in its
restructuring efforts. When it filed for bankruptcy protection,
the company listed assets of $379,406,000 and debts of
$345,525,000.

As reported in the Troubled Company Reporter's February 10,
2004 edition, the Bankruptcy Court approved the Third Amended
Disclosure Statement filed in connection with Seitel's previously
announced plan of reorganization. The Bankruptcy Court also
established February 4, 2004 as the voting record date for holders
of claims and equity interests in the Debtors. The voting period
for the Plan ends at 5:00 PM on March 9, 2004. The Bankruptcy
Court has set a hearing for March 18, 2004, at 1:30 PM prevailing
eastern time to consider confirmation of the Plan.


SPIEGEL: Court Okays Plan-Filing Exclusivity Extension to May 10
----------------------------------------------------------------
According to James L. Garrity, Jr., Esq., at Shearman & Sterling
LLP, in New York, The Spiegel Group Debtors have continued to take
the necessary steps to permit them to begin the process of
formulating a reorganization plan.  The Debtors have made
substantial progress in reconciling the 3,850 proofs of claim
that have been filed against them in their cases, and have
already begun filing omnibus objections to certain claims.

During the past few months, the Debtors' representatives have met
with the members of the Creditors Committee and key creditor
constituencies to discuss the Debtors' operations and exit
strategies.  Although significant progress has been made, much
work remains to be done, Mr. Garrity says.  As a substantial part
of the Debtors' revenue is generated during the holiday
shopping season, the Debtors are presently in the process of
reviewing the results of the 2003 holiday season and are making
appropriate adjustments to the 2004 forecast that will serve as
the basis for the reorganization plan negotiations.  Given that
the Debtors' principal business is selling merchandise to
customers through retail stores, catalogs and the Internet, it
would not be prudent for the Debtors to propose a plan of
reorganization prior to completing this review and permitting the
Committee sufficient opportunity to conduct due diligence with
respect to the 2004 forecast.  Even after this due diligence has
been completed, additional substantial effort will be required to
fashion a plan of reorganization that maximizes creditor
recoveries in the Debtors' Chapter 11 cases.

At the Debtors' request, the Court extends the Debtors' exclusive
periods to file a Plan through May 10, 2004, and to solicit
acceptances for that Plan through July 9, 2004.

Mr. Garrity notes that throughout their Chapter 11 cases, the
Debtors have regularly consulted with the Committee, and the
Committee's financial professionals have participated in meetings
at both Eddie Bauer and Spiegel Catalog headquarters during the
first week of February to review the Debtors' business plan.  
Spiegel's Restructuring Committee, which is composed of two
independent directors and Spiegel's Acting Chief Executive
Officer, has played an active role in the formulation of
potential exit strategies, and the members of the Restructuring
Committee have participated in several meetings and
teleconferences with the Creditors Committee.

Mr. Garrity states that the Debtors' restructuring initiatives
have already resulted in $130,000,000 in cost savings on an
annual basis.  These initiatives have been implemented throughout
the Debtors' organization, and include substantial cost savings
in connection with:

     (i) the closure of the Spiegel and Newport News outlet
         stores;

    (ii) the closure of certain Eddie Bauer stores;

   (iii) the reduction of Eddie Bauer and Spiegel Catalog
         headcount;

    (iv) the rejection of the prior Spiegel headquarters lease
         and entry into new lease;

     (v) the closure of the Fisher Road warehouse/distribution
         facility and other cost reduction efforts with respect
         to the Debtors' logistics and transportation functions;

    (vi) the closure of certain call centers; and

   (vii) the rationalization of the Debtors' information systems.

As part of their global business review, the Debtors have
determined that certain assets are not necessary for their
successful reorganization and have taken the appropriate
steps to maximize the value of these assets.  Accordingly, the
Debtors are presently in the process of identifying an
appropriate "stalking horse" in connection with the proposed sale
of Newport News, have asked the Court to approve a stalking horse
and bidding procedures in connection with the proposed sale of
the Fisher Road warehouse/distribution facility, and have
retained CB Richard Ellis as their real estate broker in
connection with the marketing of the Eddie Bauer corporate
headquarters in Redmond, Washington.

Mr. Garrity also states that in terms of core business
operations, Spiegel Catalog has reinvented its catalog as a
result of a comprehensive nine-month re-branding initiative that
was guided by extensive consumer research.  The new catalog
approach, which began with the January 22, 2004 issuance of its
Spring 2004 catalog, features a magazine-inspired format, new
product offerings and an enhanced shopping experience.  The 400-
page Spring 2004 catalog includes editorial contributions from an
all-star line-up of fashion, home and entertaining experts
including Lauren Hutton, famed chef David Burke, Elle Decor
contributing editor Elaine Griffin and celebrity stylist Wayne
Scot Lukas.  Spiegel Catalog has also teamed up with strategic
business partners such as Women & Co., Sephora, wine.com, Royal
Caribbean, and Harry & David to diversify its product offering
and create a one-stop shopping destination.  Spiegel Catalog is
supporting the re-launch of its brand with print, television,
Internet and direct mail advertising.

In addition, Eddie Bauer continues to focus on building an
enduring, premium brand by positioning Eddie Bauer as the
authentic-original American lifestyle brand and the leading
multi-channel authority of casual outdoor-inspired products.  As
part of the company's ongoing efforts to strengthen its financial
results and establish a more productive store base, Eddie Bauer
has taken steps to reshape its store portfolio and improve store
productivity.  At the same time, Eddie Bauer continues to refine
its product offerings and develop integrated, multi-channel
marketing programs to support the brand.  An excellent example of
Eddie Bauer's success to date is its plan to open seven new
retail stores in the near term, and ten additional new stores in
the future.  The Debtors' postpetition financial position remains
strong, as their cash balance is presently more than $185,000,000
and they do not have any outstanding borrowings under their
postpetition credit facility.

Mr. Garrity assures the Court that the extension of the Exclusive
Periods will not harm creditors but rather maximize the value of
the Debtors' estates for the benefit of their creditors and other
stakeholders.  Moreover, the extension would enable the Debtors
to harmonize the multitude of diverse and competing interests in
a reasoned and well-balanced manner. (Spiegel Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


SR TELECOM: Restructures CTR Debt, Extending Maturity to 2008
-------------------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX; Nasdaq: SRXA) reached an agreement
with the lenders of Communicacion y Telefonia Rural, S.A. (CTR),
its service provider subsidiary in Chile.

The waiver provides for a deferral, from one of the lenders, of
principal repayments due in 2004, and extends such repayment of
principal to 2008. Consequently, the payments due to CTR's lenders
in 2004 have been reduced from US$9.0 million to US$5.5 million.
This enables CTR to expand its network and continue its marketing
initiatives to further improve its financial performance.

"There are a number of ongoing positive developments at CTR, and
this waiver will help our subsidiary focus on its financial and
operational targets," said David Adams, SR Telecom's Senior Vice-
President, Finance and Chief Financial Officer. "We are gratified
that our lenders continue to show their support for the Company.
The reduction in the principal repayments due in 2004 will enable
us to aggressively pursue our urban deployment initiatives in
Chile."

SR TELECOM (TSX: SRX, Nasdaq: SRXA) (S&P, B+ Corporate Credit and
Senior Unsecured Debt Ratings) is a world leader and innovator in
Fixed Wireless Access technology, which links end-users to
networks using wireless transmissions. SR Telecom's solutions
include equipment, network planning, project management,
installation and maintenance services. The Company offers one of
the industry's broadest portfolios of fixed wireless products,
designed to enable carriers and service providers to rapidly
deploy high-quality voice, high-speed data and broadband
applications. These products, which are used in over 120
countries, are among the most advanced and reliable available
today.


SR TELECOM: Closes $40M Financing Deal & $4M Private Issue
----------------------------------------------------------
SR Telecom Inc. (TSX: SRX, Nasdaq: SRXA) completed its previously-
announced offering with a syndicate of underwriters led by
Desjardins Securities Inc., and including TD Securities Inc. and
CIBC World Markets Inc. The syndicate has purchased 5,714,287
Units of the Company at a price of $7.00 per Unit for aggregate
gross proceeds of $40 million.

SR Telecom also announced that, concurrently with the closing of
the public offering, it has completed its previously-announced
private placement of 571,500 Units with Global Telecom, L.L.C.,
for aggregate gross proceeds of $4,000,500, on the same terms and
conditions as those in the public offering of Units, subject to
regulatory hold periods for private placement. These Units do not
form part of the public offering and are not qualified by the
prospectus filed by SR Telecom with securities regulatory
authorities in Canada.

The net proceeds from the offering and private placement will be
used for general corporate purposes and working capital, and may
be used to repay a portion of the Company's corporate debt.

The underwriters also have an option, exercisable until
March 19, 2004, to acquire up to an aggregate of 15% additional
Units at the offering price to cover over-allotments.

The Common Shares, Warrants and underlying Common Shares have not
been registered under the United States Securities Act of 1933, as
amended.

SR TELECOM (TSX: SRX, Nasdaq: SRXA) (S&P, B+ Corporate Credit and
Senior Unsecured Debt Ratings) is a world leader and innovator in
Fixed Wireless Access technology, which links end-users to
networks using wireless transmissions. SR Telecom's solutions
include equipment, network planning, project management,
installation and maintenance services. The Company offers one of
the industry's broadest portfolios of fixed wireless products,
designed to enable carriers and service providers to rapidly
deploy high-quality voice, high-speed data and broadband
applications. These products, which are used in over 120
countries, are among the most advanced and reliable available
today.


STELCO INC: Asking CCAA Stay Extension to May 28, 2004  
------------------------------------------------------
Stelco Inc. provides the following update on its restructuring
under the Companies Creditors Arrangement Act:

The Second Report of the Monitor, an update on the Corporation's
restructuring under the CCAA, has been completed by Ernst &
Young Inc. and is now available at http://www.mccarthy.ca/en/ccaa/

          Request for Extension to Stay Period

Pursuant to the Initial Order (as defined below), the stay period
expires at midnight on February 27, 2004. The Applicants (as
defined below) are seeking an extension of the stay period until
and including May 28, 2004.

An extension to the stay period is necessary for the Applicants to
commence negotiations with their various stakeholders, including
their creditors and labour unions. These negotiations must occur
before the Applicants will be in a position to develop a plan of
arrangement.

              Notices Issued to Creditors

Pursuant to the court order that established the initial stay of
proceedings on January 29, 2004, the Monitor has mailed a notice
to every known creditor of (i) the Corporation and (ii) the other
Stelco companies covered by the CCAA proceedings having a claim of
more than $250 against the Applicants, notifying the creditor of
the making of the Initial Order and advising that a copy of the
Initial Order is available at the Counsel's Web site. The Monitor
has established a telephone number to allow creditors to contact
the Monitor to obtain additional information concerning these CCAA
proceedings.

         Financial Performance and Operational Update
           Since the Date of the Initial Order

The Corporation is in the process of preparing its consolidated
financial statements for the fiscal quarter and year ending
December 31, 2003, which are expected to be released in
mid-March 2004.

The Corporation's total facility utilization pursuant to the
existing senior credit facility was $293.4 million on the date the
Initial Order was granted. As at February 13, 2004, the facility
utilization pursuant to the existing senior credit facility was
$282.4 million.

Each of the other Applicants maintains their own bank accounts,
however, each is reliant on advances from the Corporation to
satisfy funding requirements which cannot be satisfied from cash
on hand. In turn, any excess cash held by the other Applicants is
paid to the Corporation to reduce inter-company advances owed to
the Corporation. The cash flows since the date of the Initial
Order for each of the other Applicants are summarized as follows:

    a)  Stelpipe Ltd. had net disbursements in excess of receipts
        of $2.0 million since the date of the Initial Order, which
        includes payments to the Corporation of $8 million.

    b)  Stelwire Ltd. had net receipts over disbursements of $0.8
        million since the date of the Initial Order, which
        includes payments to the Corporation of $2.0 million.

    c)  Welland Pipe Ltd. had net disbursements in excess of
        receipts of $41,000 since the date of the Initial Order.

    d)  CHT Steel Company Inc. had disbursements in excess
        of receipts of $59,000 since the date of the Initial
        Order.

        Representation for Retired Salaried Employees

The court has granted a representation order for retired salaried
beneficiaries of the Applicants on February 13, 2004.

               Requested Representation for
                Active Salaried Employees

The Stelco and Subsidiaries Salaried Employees Association
("SASSEA") brought a motion in this proceeding, originally
returnable on February 13, 2004, and adjourned sine die, on
consent, seeking a representation order for the active salaried
non-union employees of the Applicants.

The Applicants have advised the Monitor that the parties are still
in discussion with respect to the relief sought in SASSEA's
motion.

                    Status of CHT

CHT is a wholly owned subsidiary of the Corporation located in
Richmond Hill, Ontario. CHT specialized in the heat treating of
steel plate. Its only major customer was the Corporation's
Hamilton plate mill operation. CHT provided heat-treating services
pursuant to tolling arrangements for Stelco's Plate Mill.

The Corporation has determined that CHT will not reopen
operations. The Corporation, with the assistance of the Monitor,
will consider the next steps to take with a view to attempting to
find a buyer or buyers for its remaining assets.

In April 2003, the Corporation temporarily idled Stelco's Plate
Mill as a result of market conditions for plate in North America
that made it difficult for the Corporation to sell plate
profitably. As a result of the idling of Stelco's Plate Mill,
CHT's facilities were idled in November 2003 after completion of
the processing of the remaining plate that had been supplied
previously by Stelco's Plate Mill. CHT is financially dependent on
the Corporation and the processing charges paid by it. CHT has no
outside funding.

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

To learn more about Stelco and its businesses, refer to the
company's Web site at http://www.stelco.ca/


STOLT-NIELSEN: Streamlines Invoicing & Accounts Payable Processes
-----------------------------------------------------------------
Hummingbird Ltd. (NASDAQ: HUMC, TSX: HUM), the world-leading
developer of enterprise information management systems (EIMS) and
HandySoft Global Corporation, a leading provider of business
process management solutions, announced that Stolt-Nielsen
Transportation Group (SNTG) has successfully deployed Hummingbird
Enterprise(TM) and HandySoft's BizFlow(R) to automate and
streamline its invoicing and accounts payable processes. The
advanced document management and business process management
solutions addresses SNTG's complex AP workflow requirements across
its many offices, enabling a more efficient approval process in
the distributed environment.

Stolt-Nielsen Transportation Group, a division of Stolt-Nielsen
S.A., is the world's leading provider of transportation services
for bulk liquid chemicals, edible oils, acids and other specialty
liquids. After relocating its accounts payable staff and creating
an accounting service center, the Houston office began supporting
operations for more than 20 locations worldwide including offices
in Rotterdam and Singapore. With invoices numbering about 900,000
annually, the company decided to implement a single global
document management repository where accounts payable clerks can
store invoice images and supporting documentation and then easily
route them for review and approval to supervisors anywhere in the
world.

"Our initial solution - an access database - was not very user-
friendly and staff had difficulty finding the invoices they were
looking for," said Mickey Stayman, business systems manager,
Stolt-Nielsen Transportation Group Ltd. "With the integrated
document management and BizFlow systems, users now have a work
list from which they can see all invoices for which they are
responsible, resulting in fewer processing errors. We have
received overwhelming user support for the Hummingbird/HandySoft
solution. The improvement to our approval process has been
dramatic."

The Hummingbird Enterprise document management technology enables
SNTG users to securely categorize and store all invoice images
together with supporting documentation, such as e-mails and
drawings, in a secure, centralized repository. With the combined
Hummingbird/ HandySoft technologies, users have the ability to see
the invoices and route them through the approval process, even
when they are out of the office, without having to deal with
paper copies. Accounts payable clerks in Houston, for example, can
scan and submit invoices for approval by supervisors in Rotterdam.
By reducing invoice cycle times by as much as 85 percent, SNTG has
reduced outstanding payables and can take advantage of early-pay
discounts.

"We have improved the time it takes to approve invoices. We have
also improved the reliability with which approvers are adhering to
authorization limits," added Stayman. "Our goal is to deploy the
Hummingbird/HandySoft solution for all processes, in all
departments, in all offices - approximately 800 users."
    
"Business executives are always looking for ways to optimize cash
flow, increase profitability, reduce costs and improve quality,"
said Stuart Claggett, chief operating officer for HandySoft.
"Implementing an integrated business process and document
management system with customized solutions for financial
processes, such as accounts payable, enables them to harness the
power of technology to meet these objectives."

"Working with our partner, HandySoft, we are providing Stolt-
Nielsen with a seamlessly integrated accounts payable solution,
dramatically simplifying internal processes," said Andrew Pery,
chief marketing officer and senior vice president, Hummingbird
Ltd. "By integrating Hummingbird's document management interface
with HandySoft's powerful tracking and routing capabilities,
Stolt- Nielsen users have automated the numerous tasks associated
with invoice distribution and review, boosting overall
productivity and directly impacting the company's bottom line."

             About HandySoft Global Corporation
    
HandySoft Global Corporation is the premier provider of
configurable software solutions that simplify and automate
business processes; capture and enforce best practices; improve
productivity and quality while reducing costs; integrate
information technology; and foster collaboration among employees,
customers, and partners.

               About Hummingbird Enterprise(TM)
    
Hummingbird Enterprise(TM) offers customers a 360 degree view of
their knowledge assets by bringing together Hummingbird's industry
leading portal, connectivity, document management, records
management, knowledge management, business intelligence,
collaboration, and data integration solutions into an integrated
enterprise information management system (EIMS). Hummingbird
Enterprise offers everything organizations need to manage the
entire lifecycle of their business content.

                      About Hummingbird
    
Headquartered in Toronto, Canada, Hummingbird Ltd. is a global
enterprise software company employing over 1470 people in nearly
40 offices around the world. Hummingbird's revolutionary
Hummingbird Enterprise(TM), an integrated information and
knowledge management suite, manages the entire lifecycle of
information and knowledge assets. Hummingbird Enterprise creates a
360-degree view of enterprise content with a portfolio of products
that are both modular and interoperable. Today, five million users
rely on Hummingbird to connect, manage, access, publish and search
their enterprise content. For more information, please visit:
http://www.hummingbird.com/

                      *    *    *

As reported in the December 30, 2003 edition of the Troubled
Company Reporter, Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock
Exchange: SNI) announced that its primary lenders agreed to extend
the waivers of covenant defaults granted by the lenders until May
21, 2004.

SNSA also reported that it will pay down its $160 million
revolving credit facility by $20 million on February 29, 2004, and
that the Company has received an extension on repayment of the
remaining $140 million until May 21, 2004.

The waiver extensions provide SNSA with increased flexibility on
the debt-to-tangible-net-worth covenant during the waiver period,
setting the ratio at 2.75-to-1 at November 30, 2003, and 2.65-to-1
at February 29, 2004. SNSA must also maintain a specified minimum
tangible net worth level. Pursuant to the waiver terms, SNSA will
develop a financial restructuring plan with its lenders by
March 31, 2004. Additionally, the waivers call for improvements in
SNSA's liquidity during the waiver period through dispositions or
capital-raising initiatives, and oblige SNSA to work with its
lenders to provide available collateral to unsecured or
under-secured lenders during the waiver period.


STOLT OFFSHORE: Wins $550 Million Deepwater Angola Contract
-----------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO)
announced the award of a contract from BP Angola for the
Engineering, Procurement, fabrication, and installation of
umbilicals risers and flowlines on the Block 18, Greater Plutonio
field, offshore Angola.

The contract, worth $730 million in total, has been awarded to a
consortium of Stolt Offshore and Technip, $550 million
representing Stolt Offshore's share of the work. The contract
calls for Stolt Offshore to lead the consortium in the
installation of over 75km of 12-inch diameter insulated
production, gas injection and service flowlines, 103km of
umbilicals. In addition, the consortium will install the 12 FPSO
mooring lines and 10 production manifolds, to tie-in the subsea
wells and the final hook-up of the FPSO by means of a single riser
tower. The water depth at Greater Plutonio is 1350 metres.

Stolt Offshore will fabricate the riser tower, production
manifolds and mooring piles at the Sonamet yard, a 50:50 joint
venture between Stolt Offshore and Sonangol, at Lobito in Angola.
NKT Flexibles, a 49:51 joint venture between Stolt Offshore and
NKT, will provide the dynamic risers that connect the riser tower
to the FPSO. Engineering will begin with immediate effect with
offshore installation completing in 2007.

Tom Ehret, Chief Executive Officer, said, "This award, the largest
in our history, is an outstanding endorsement of Stolt Offshore's
global leadership in frontier deep water installation. It reflects
our field proven concepts and installation expertise in projects
including Girassol, Bonga and Erha. It also underscores the value
of Stolt Offshore's commitment to local content which has been a
feature of our West African success."

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

                        *    *    *

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

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


TELETECH: Extends Relationship With Australia-Based Telstra
-----------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a global provider of
customer solutions, announced an extension of its contract with
Telstra to provide customer management and messaging services for
Telstra Mobile customers via a customer management center (CMC)
managed by TeleTech in Moe, Victoria, Australia.

TeleTech manages Telstra's customer inquiries regarding Telstra
Mobile services, including billing, sales and technical support.
TeleTech is also a primary provider of Telstra's innovative memo
service, which gives Telstra Mobile customers an answering service
with a personal and professional touch. Telstra Mobile calls are
forwarded to the memo receptionist center in the CMC where
customer service representatives answer and take messages using
the customer's preferred greeting. The messages are then sent by
short message service (SMS) to the customer's phone, or by email
to their PC.

"Telstra is very pleased to announce the extension of the TeleTech
contract in Moe," said Telstra's Chief of Customer Sales and
Service, John Rolland. "The center has had a very positive impact
on our customer service over the past two years."

"We are delighted with this renewal that strengthens our
relationship with Australia's leading telecommunications provider
and fortifies our position as a global leader in customer
management solutions," said Andrew Pearce, TeleTech's president
and general manager, Asia-Pacific. "Our employees have done an
outstanding job of creating a comprehensive customer solution for
Telstra and their customers. TeleTech is proud to offer
employment, training and opportunities to the local community of
Moe, Australia."

                       ABOUT TELETECH

TeleTech, a leading provider of integrated customer solutions,
partners with global clients to develop and execute relevant
solutions that enable them to build and grow profitable
relationships with their customers.  TeleTech has built a global
capability supported by 62 customer management centers that employ
more than 31,000 professionals spanning North America, Latin
America, Asia-Pacific and Europe.  For additional information,
visit http://www.teletech.com/

                          *   *   *

                LIQUIDITY AND CAPITAL RESOURCES

Historically, capital expenditures have been, and future capital
expenditures are anticipated to be, primarily for the development
of customer interaction centers, technology deployment and systems
integrations. The level of capital expenditures incurred in 2003
will be dependent upon new client contracts obtained by the
Company and the corresponding need for additional capacity. In
addition, if the Company's future growth is generated through
facilities management contracts, the anticipated level of capital
expenditures could be reduced. The Company currently expects total
capital expenditures in 2003 to be approximately $40.0 million to
$50.0 million, excluding the purchase of its corporate
headquarters building. The Company expects its capital
expenditures will be used primarily to open several new non-U.S.
customer interaction centers, maintenance capital for existing
centers and internal technology projects. Such expenditures are
expected to be financed with internally generated funds, existing
cash balances and borrowings under the Revolver.

The Company's Revolver is with a syndicate of five banks. Under
the terms of the Revolver, the Company may borrow up to $85.0
million with the ability to increase the borrowing limit by an
additional $50.0 million (subject to bank approval) within three
years from the closing date of the Revolver (October 2002). The
Revolver matures on December 28, 2006 at which time a balloon
payment for the principal amount is due, however, there is no
penalty for early prepayment. The Revolver bears interest at a
variable rate based on LIBOR. The interest rate will also vary
based on the Company leverage ratios (as defined in the
agreement). At June 30, 2003 the interest rate was 2.5% per annum.
The Revolver is unsecured but is guaranteed by all of the
Company's domestic subsidiaries. At June 30, 2003, $39.0 million
was drawn under the Revolver. A significant restrictive covenant
under the Revolver requires the Company to maintain a minimum
fixed charge coverage ratio as defined in the agreement.

The Company also has $75.0 million of Senior Notes which bear
interest at rates ranging from 7.0% to 7.4% per annum. Interest on
the Senior Notes is payable semi-annually and principal payments
commence in October 2004 with final maturity in October 2011. A
significant restrictive covenant under the Senior Notes requires
the Company to maintain a minimum fixed charge coverage ratio.
Additionally, in the event the Senior Notes were to be repaid in
full prior to maturity, the Company would have to remit a "make
whole" payment to the holders of the Senior Notes. As of June 30,
2003, the make whole payment is approximately $11.9 million.

During the second quarter of 2003, the Company was not in
compliance with the minimum fixed charge coverage ratio and
minimum consolidated net worth covenants under the Revolver and
the fixed charge coverage ratio and consolidated adjusted net
worth covenants under the Senior Notes. The Company has worked
with the lenders to successfully amend both agreements bringing
the Company back into compliance. While the Revolver and Senior
Notes had subsidiary guarantees, they were not secured by the
Company's assets. In connection with obtaining the amendments, the
Company has agreed to securitize the Revolver and Senior Notes
with a majority of the Company's domestic assets. As part of the
securitization process, the two lending groups need to execute an
intercreditor agreement. If an intercreditor agreement is not in
place by September 30, 2003, the lenders could declare the
Revolver and Senior Notes in default. The lenders and the Company
believe they will be able to execute the intercreditor agreement
by September 30, 2003. However, no assurance can be given that the
parties will be successful in these efforts. Additionally, the
interest rates that the Company pays under the Revolver and Senior
Notes will increase as well under the amended agreements. The
Company believes that annual interest expense will increase by
approximately $2.0 million a year from current levels under the
Revolver and Senior Notes as amended. The Company believes that
based on the amended agreements it will be able to maintain
compliance with the financial covenants. However, there is no
assurance that the Company will maintain compliance with financial
covenants in the future and, in the event of a default, no
assurance that the Company will be successful in obtaining waivers
or future amendments.

From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other
similar transactions. Any such transaction could include, among
other things, the transfer, sale or acquisition of significant
assets, businesses or interests, including joint ventures, or the
incurrence, assumption or refinancing of indebtedness, and could
be material to the financial condition and results of operations
of the Company. There is no assurance that any such discussions
will result in the consummation of any such transaction. Any
transaction that results in the Company entering into a sales
leaseback transaction on its corporate headquarters building would
result in the Company recognizing a loss on the sale of the
property (as management believes that the current fair market
value is less than book value) and would result in the settlement
of the related interest rate swap agreement (which would require a
cash payment and charge to operations of $5.4 million).


TEREX CORP: Full Year 2003 Net Loss Reduces to $25.5 Million
------------------------------------------------------------
Terex Corporation (NYSE: TEX) announced a net loss for the full
year 2003 of $25.5 million, or $0.53 per share, compared to a net
loss of $132.5 million, or $3.07 per share, for the full year
2002. Excluding the impact of special items, net income for the
full year 2003 was $71.3 million, or $1.44 per share, compared to
$46.8 million, or $1.06 per share, for the full year 2002.

Net sales for 2003 were $3,897.1 million, an increase of 39.3%
from net sales of $2,797.4 million for 2002. Special items for the
full year 2003 include net charges of $96.8 million (approximately
$24 million of which are cash) and primarily includes goodwill
impairment and restructuring activities in the Roadbuilding
businesses, product line discontinuation and realignments, loss on
the early extinguishment of debt relating to the redemption of the
Company's 8-7/8% Senior Subordinated Notes, charges related to the
Company's deferred compensation plan and current period costs of
previously announced restructuring activities. Special items for
the full year 2002 included net charges of $179.3 million
(approximately $18 million of which was cash) and primarily
related to the impact of adopting SFAS No. 141 "Business
Combinations" and SFAS No. 142 "Goodwill and Other Intangible
Assets," a loss on the retirement of debt related to the Company's
bank refinancing, and restructuring initiatives at certain
business units.

The Company had a net loss in the fourth quarter of 2003 of $0.6
million, or $0.01 per share, compared to a net loss of $40.3
million, or $0.85 per share, for the fourth quarter of 2002.
Excluding the impact of special items, net income for the fourth
quarter of 2003 was $14.3 million, or $0.29 per share, compared to
$5.4 million, or $0.11 per share, for the fourth quarter of 2002.

Net sales for the fourth quarter of 2003 were $1,014.3 million, an
increase of 19.2% from net sales of $851.1 million for the fourth
quarter of 2002. Special items for the fourth quarter of 2003
include net charges of $14.9 million (approximately $10 million of
which are cash) and primarily relates to a loss on the early
extinguishment of debt relating to the redemption of the Company's
8-7/8% Senior Subordinated Notes, charges related to the Company's
deferred compensation plan and costs associated with restructuring
activities in the Terex Cranes group. Special items for the fourth
quarter of 2002 included net charges of $45.7 million
(approximately $20 million of which was cash) and primarily
related to restructuring charges associated with facility and
product line rationalizations as a result of the 2002 acquisitions
of Demag and Genie, facility rationalizations within the compact
equipment businesses and the decision to exit certain other
businesses.

"Overall, 2003 was a respectable year for Terex in light of market
conditions. We operated the Company throughout the year with an
unwavering focus on cash generation and reducing working capital
investment in our business," commented Ronald M. DeFeo, Terex's
Chairman and Chief Executive Officer. "In the fourth quarter, we
generated approximately $169 million in cash flow from operations
and reduced net debt by approximately $159 million. We exceeded
our 2003 goals for cash from operations and debt reduction,
generating approximately $384 million from operations and reducing
our net debt by approximately $315 million, or 26%, to
approximately $894 million at year-end. Terex's balance sheet is
in the best financial shape in our Company's history."

Mr. DeFeo added, "Thanks to the strength of our diversified
business model, we leveraged the strong performance from our
recent large acquisitions to help offset currency moves,
operational issues and challenging end-markets in some of our
other businesses. While we still have room for improvement, we are
pleased to know that our efforts have yielded important advances
in the key areas we targeted at the beginning of 2003, namely debt
reduction, cash flow and internal improvement initiatives. We are
excited about the direction Terex is headed and remain committed
to making sustainable improvements that will deliver higher
returns for our investors."

During the fourth quarter of 2003, the Company identified a need
to change its deferred compensation accounting treatment. The plan
permitted participants to transfer funds between investments in
shares of Terex common stock and another option. The ability to
transfer funds between investment options required the Company to
mark to market its obligation to plan participants invested in
Terex common stock. The plan has been revised effective January 1,
2004 to prohibit transfers between investment options. As a result
of this analysis, the Company has determined that it will amend
its unaudited financial statements for the first three fiscal
quarters of 2003. The amended financial statements will reflect
additional after tax charges (credits) of: $0.5 million in the
first quarter; $2.7 million for the second quarter; and ($0.4)
million for the third quarter of 2003. The impact on previous
years was not significant and was recorded in the fourth quarter
results. All figures presented in this release reflect these
accounting adjustments.

                     Segment Performance

The comparative segment performance below excludes special items.

Terex Construction

Net sales in the Terex Construction group for the fourth quarter
of 2003 increased $78.9 million to $351.4 million, from $272.5
million in the fourth quarter of 2002, driven primarily by the
impact of a weaker dollar and strong year-over-year performance
from the Powerscreen business. Operating profit for the fourth
quarter of 2003 was $11.9 million, or 3.4% of sales, compared to
$15.3 million, or 5.6% of sales, for the fourth quarter of 2002.
Both gross profit and operating margin levels, when compared to
the prior year, were negatively impacted by currency fluctuations,
which affected equipment manufactured in Europe and imported into
North America. Additionally, there were increased expenses in 2003
related to a model changeover in the articulated truck business.

Net sales in the Terex Construction group for 2003 increased
$196.6 million to $1,359.5 million, from $1,162.9 million in 2002.
The increase in net sales was driven by the performance of the
Atlas, Powerscreen, and Fuchs businesses, along with the
translation benefit of a weaker U.S. dollar relative to European
currencies. Selling, general and administrative expenses for the
year were $116.6 million, or 8.6% of sales, compared to $102.0
million, or 8.8% of sales, for 2002. Operating profit in 2003
decreased $12.9 million to $62.4 million, or 4.6% of sales, from
$75.3 million, or 6.5% of sales, in 2002, reflecting the impact of
foreign currency exchange rates, the additional costs related to
the articulated truck business product changeover, and the further
emphasis on cash generation with regard to the disposition of used
equipment.

"The Terex Construction group continued to face challenging
markets during 2003," commented Colin Robertson, President - Terex
Construction. "The performance of the Powerscreen businesses
remained strong, the Atlas business had a much better year in both
sales and operating profit when compared to 2002, and we completed
the consolidation of our compact construction manufacturing
facilities. Unfortunately, the effects of exchange rate
fluctuations on our profit margin and the costs involved with the
model changeover in our articulated truck product line negatively
impacted our operating results."

Mr. Robertson continued, "North America remains a huge opportunity
for Terex Construction. We are set to launch our large tracked
hydraulic excavator and large wheel loader in the North American
market, and we should begin to see the benefits of our
relationship with the Genie distribution team on our compact
construction line. We remain focused on revenue growth
opportunities through market share expansion and capitalizing on
the beginnings of the economic recovery. The opportunity to drive
further reductions in our working capital investment in these
businesses still exists, as we balance our growth and cash
generation ambitions."

Terex Cranes

Net sales in the Terex Cranes group for the fourth quarter of 2003
decreased $7.3 million to $260.1 million from $267.4 million in
the fourth quarter of 2002. The decrease in sales was primarily
due to the divestiture of the Schaeff Incorporated (U.S. forklift
manufacturer) and Crane & Machinery (crane distribution)
businesses during the fourth quarter of 2003. Selling, general and
administrative expenses increased to $25.3 million, or 9.7% of
sales, from $20.5 million, or 7.7% of sales, in the fourth quarter
of 2002, due largely to currency translation effects, increased
bad debt and other expenses in the PPM business. Terex Cranes
reported an operating profit of $8.0 million, or 3.1% of sales, in
the fourth quarter of 2003 compared to $7.3 million, or 2.7% of
sales, in the fourth quarter of 2002. Operating margin during the
fourth quarter of 2003 was impacted by continued weakness in the
North American market and the impact of a weaker dollar on the
sales of European built cranes sold into the United States. The
relatively strong performance of the Demag and Italian crane
businesses more than offset these items for the period.

Net sales for 2003 increased $304.3 million to $1,005.1 million
from $700.8 million in 2002, reflecting the full year effect of
Demag, which was acquired in August 2002. A weak North American
mobile telescopic and truck crane market accounted for the revenue
decline in the base business. This continued weakness was
partially offset by growth in the tower crane and Italian mobile
telescopic businesses. Selling, general and administrative
expenses in 2003 increased to $85.4 million, or 8.5% of sales,
from $50.5 million, or 7.2% of sales, in 2002, mainly due to the
full year effect of Demag and currency translation. Operating
margin decreased to 3.3% in 2003, from 5.6% in 2002, reflecting
the impact of the under performing North American markets and
currency pressure, partially offset by the strong performance of
the international crane business.

"We had a challenging fourth quarter and finish to the year,"
commented Steve Filipov, President - Terex Cranes. "We
successfully completed the integration of Demag and our focus on
working capital improvements allowed us to generate significant
cash for Terex."

Mr. Filipov continued, "I am pleased with the growing strength of
the Terex Crane franchise. Demag closed December with a record
month - the highest revenues ever achieved in its history. Our
all-terrain crane product line continued to gain market share in
the largest market, Western Europe. However, the crawler crane
product line continues to be challenging due to the difficult
North American market." Mr. Filipov continued, "We closed the
Peiner production facility in Trier, Germany in the fourth quarter
and have started production of Peiner Tower Cranes in our Demag
facility in Zweibrucken, Germany. We would expect to see the
financial benefits of this move in 2004."

Net sales for the Terex Roadbuilding, Utility Products and Other
group for the fourth quarter of 2003 increased $83.5 million to
$220.3 million, from $136.8 million for the fourth quarter of
2002, driven primarily by the acquisitions of Tatra, Commercial
Body and Combatel. Excluding the impact of acquisitions, sales
increased approximately 6%. Although the Roadbuilding business
continued to be negatively impacted by current highway spending
levels, the Material Processing and Light Construction businesses
both displayed strong growth over the prior year. Selling, general
and administrative expenses for the fourth quarter of 2003
increased to $22.2 million, or 10.1% of sales, compared to $16.5
million, or 12.1% of sales, for the fourth quarter of 2002,
reflecting the impact of acquisitions. Excluding the impact of
acquisitions, operating expenses remained flat at $16.5 million.
Operating profit for the fourth quarter of 2003 increased to $7.5
million, or 3.4% of sales, from $6.6 million, or 4.8% of sales,
for the fourth quarter of 2002. Excluding the impact of
acquisitions, operating profit for the fourth quarter of 2003 was
$6.1 million, or 4.2% of sales, compared to $6.6 million, or 4.8%
of sales, for the fourth quarter of 2002, reflecting the strong
performance of the Light Construction and Material Processing
businesses, offset by the Roadbuilding downturn.

Net sales for the Terex Roadbuilding, Utility Products and Other
group for the full year 2003 increased $149.5 million to $711.9
million, from $562.4 million for 2002, reflecting the impact of
acquired companies. Excluding acquisitions, sales declined
approximately 4% during 2003, due largely to continued weakness in
the Roadbuilding businesses. Selling, general and administrative
expenses for 2003 increased to $77.2 million, or 10.8% of sales,
from $71.7 million, or 12.7% of sales, for 2002. Excluding
acquisitions, SG&A expenses as a percentage of sales declined to
11.7% of sales, reflecting the impact of Roadbuilding
restructuring activities that took place during 2003. Operating
profit for the full year 2003 declined by $13.9 million to $21.5
million, or 3.1% of sales, from $35.4 million, or 6.3% of sales,
for 2002. Excluding the impact of acquisitions, operating margin
was 3.3% for 2003.

"We have taken actions in 2003 to right-size the business for the
current economic conditions," commented Mr. DeFeo. "The
restructuring initiatives launched during the past 18 months have
allowed us to maintain a level of profitability relative to 2002.
However, revenue levels in the Roadbuilding business continue to
be negatively impacted by budget issues at the federal, state, and
local levels. Our Utility business has successfully integrated our
recent distribution network acquisitions and has demonstrated the
ability to compete for the large investor owned utility business,
an important market where Terex has not traditionally been a
strong participant. Tatra, Terex's most recent addition, is
progressing nicely and was profitable in the fourth quarter, and
we expect it, and the related American Truck Company, to be
contributors to our performance in the future."

The Terex Aerial Work Platforms group represents the results of
Genie Holdings, Inc. and its subsidiaries since their acquisition
by Terex on September 18, 2002. In addition, beginning April 1,
2003, the Aerial Work Platform group became responsible for the
manufacturing, sales and service of the Terex telehandlers
business in North America, and prior year amounts have been
restated for consistency.

Net sales for the Terex Aerial Work Platforms group for the fourth
quarter of 2003 increased $30.7 million to $132.5 million, from
$101.8 million in the fourth quarter of 2002, driven primarily by
rental company customers updating and expanding their rental
fleets in response to early signs of an improving economy.
Selling, general and administrative expenses for the fourth
quarter of 2003 were $17.2 million, or 13.0% of sales, compared to
$13.8 million, or 13.6% of sales, for the fourth quarter of 2002.
Operating profit for the fourth quarter of 2003 was $14.1 million,
or 10.6% of sales, compared to $5.5 million, or 5.4% of sales, for
the fourth quarter of 2002. The increase in operating margins was
driven primarily by higher unit volume, favorable currency effect
on exports to Europe, and continual cost reduction initiatives.

"We are pleased with our fourth quarter performance," commented
Bob Wilkerson, President - Terex Aerial Work Platforms. "Our
rental customers are more optimistic based on improved
utilization/rental rates in their markets, and our volume increase
over the prior year in what is normally our seasonally depressed
period appears to be indicative of the projected capital spending
of our rental customers for 2004, which is expected to be a
significant increase over 2003 levels."

Mr. Wilkerson added, "The past year was also a year of operational
focus, as our cost reduction and cash orientation continued to
improve through the year. We look forward to integrating the North
American sales for Terex's Compact Equipment line with our Genie
sales team, so that we can serve the rental channel with a broader
product offering, as well as sharing best practices in
manufacturing and customer service within the Terex family."

Terex Mining

On July 1, 2003, Terex announced that it had reached an agreement
in principle to sell its worldwide electric drive mining truck
business. As a result, at that time the Company accounted for the
mining truck business and wholly owned product support businesses
as a discontinued operation and ceased reporting Terex Mining as a
separate financial reporting segment. On December, 10, 2003, Terex
terminated the negotiation for the sale of the electric drive
mining truck business, and has accordingly reinstated reporting of
the Terex Mining segment as a continuing operation.

Net sales for the Terex Mining group for the fourth quarter of
2003 were basically flat with 2002. Selling, general and
administrative expenses for the fourth quarter of 2003 were $9.0
million, or 12.0% of sales, compared to $7.2 million, or 9.6% of
sales, for the fourth quarter of 2002. Operating profit for the
fourth quarter of 2003 was $2.4 million, or 3.2% of sales,
compared to a net loss of $3.4 million for the fourth quarter of
2002. The significant increase in operating margin was driven
primarily by the effect of cost savings initiatives in the North
American operations and a favorable comparison relative to
warranty and product service costs included in the fourth quarter
2002 results.

Net sales for 2003 increased $11.7 million to $294.5 million from
$282.8 million in 2002, largely due to strong performance in South
African distribution. Selling, general and administrative expenses
in 2003 increased to $34.3 million, or 11.6% of sales, from $27.3
million, or 9.7% of sales, in 2002. Operating profit as a
percentage of sales increased to 5.0% in 2003, from 0.8% in 2002,
reflecting the benefit of prior restructuring activities and a
favorable comparison relative to 2002 warranty and service costs.

"Terex Mining posted solid year-over-year performance despite the
announced agreement in principle to sell Terex's world wide
electric drive truck business and the subsequent termination of
that agreement," commented Rick Nichols, President - Terex Mining.
"During this period, while sales were relatively flat, the
profitability of this business has significantly improved, which
is a direct result of prior year restructuring activities,
continued focus on cost reduction activities and strong
performance of the mining shovel business. South Africa, in
particular, has been a strong market for Terex Mining, with market
share growth for both trucks and shovels."

Mr. Nichols added, "As we look forward to 2004, we continue to
expect end markets to remain somewhat challenging, but we are
confident in achieving improved results through leveraging our
businesses, coupled with some positive indications in the upward
movement in commodity pricing."

                   Capital Structure

"Cash flow from operations for the fourth quarter of 2003 was
$168.6 million, and $384.1 million for the full year 2003,"
commented Phil Widman, Senior Vice President and Chief Financial
Officer. "In the fourth quarter, we generated an additional $108.4
million in cash from reductions in working capital (defined as the
sum of accounts receivable plus inventory less accounts payable),
making for a total of $267.7 million generated for 2003, well
above our annual goal of $200 million. Our working capital as a
percent of trailing three month annualized sales decreased to 23%
at the end of 2003 compared to 33% at the end of 2002."

"Net debt (defined as total debt less cash) at the end of the
fourth quarter of 2003 decreased $314.9 million to $894.1 million
from $1,209.0 million at the end of 2002, in spite of the fact
that we consolidated an additional $33 million in debt related to
acquiring a majority interest in Tatra during the year. Net debt
to book capitalization at the end of 2003 was 50.5%, compared to
61.1% at the end of 2002." Mr. Widman added, "Gross debt reduction
totaled $261.7 million, exclusive of debt associated with the
acquisitions of Tatra, Commercial Body and Combatel and the
currency translation impact on debt. These items totaled
approximately $58 million."

"We are pleased with the progress on working capital efficiency,
although significant improvement opportunities still exist in our
businesses," said Mr. Widman. "With potential growth in volume, we
will need to be disciplined with our investment in working
capital."

                Terex Improvement Process

Terex recently launched a series of initiatives intended to
transform the Company over the next several years. "The Terex
Improvement Process, or TIP, is our chosen methodology," stated
Mr. DeFeo. "Fundamentally, this is a change process that will
improve our internal processes and help Terex become more
customer-centric. We have grown via acquisitions, and now it is
time to grow organically. We have great products and businesses
with strong individual heritages. The challenge for Terex today is
to turn this portfolio of business into a franchise performer that
delivers superior value throughout the customer experience. This
will take several years, but it is a journey worth taking."

Mr. DeFeo continued, "We have created several TIP teams of cross-
functional and operational managers to build the Terex of
tomorrow. The teams will focus on leadership and talent
development, the customer experience / value proposition and the
resulting returns delivered to investors."

"Our vision is to have Terex grow to $6 billion of revenue in 2006
with a 10% operating margin and working capital levels of 15% of
revenue. We would expect to achieve a 20% or greater return on
invested capital (defined as operating profit excluding special
items divided by the sum of average book equity and average net
debt), compared to approximately 10.5% today, thus providing
superior returns to our owners. We will do this by becoming the
most customer responsive company in our industry and by becoming a
preferred place to work."

"Acquisition will continue to be a part of our future, but we
would expect that any meaningful transaction would have to be
additive to our goals. The Terex transformation will not be an
easy journey. We nevertheless are dedicated to the goals of making
Terex a world class, franchise player with great returns to
owners, customers and employees."

                           Outlook

The following outlook consists of forward-looking information
based on Terex's current expectations. Actual results could differ
materially from these projections.

"During 2003, Terex focused on cash generation and working capital
efficiency," said Mr. DeFeo. "This emphasis will continue in 2004,
and in addition we will emphasize margin improvement throughout
the Company."

The Company offers guidance by reporting segment as follows:

Terex Construction - The Company expects net sales to be in the
range of $1,400 to $1,500 million, with operating margins in the
5.0% to 6.0% range. Several opportunities exist in this segment,
including continued market share expansion in the lower end of the
product range, as well as benefits from initial signs of an
economic recovery. Additionally, the Terex Compact Equipment
product range is now marketed in North America through the Genie
sales force, and is beginning to penetrate the large North
American rental market with a broader Terex product offering. The
Powerscreen businesses continue to realize strong performance.
Challenges include the weak U.S. dollar, as well as competitive
and end market factors in the heavy off-highway truck market.

Terex Cranes - The Company expects net sales to be in the range of
$850 to $950 million, with operating margin in the 4.0% to 5.0%
range. Demag has provided an excellent opportunity for growth
through market share gains and a distribution platform in Europe
for other Terex Cranes products. The Italian operations are well
positioned to capitalize on organic growth opportunities. The
rationalization of the tower cranes business is complete. The
North American market remains depressed and the Company does not
anticipate end market recovery until 2005. Several new crane
models will be launched this year that will further expand Terex's
product capabilities.

Terex Roadbuilding, Utility Products and Other - The Company
expects net sales to be in the range of $850 to $950 million, with
operating margin in the 3.5% to 4.5% range. The revenue growth in
this segment should be driven primarily by the inclusion of Tatra
and the related American Truck Company venture for a full year.
However, these ventures are expected to have only a modest level
of profitability in 2004. With its distribution acquisitions, the
Utility business continues to penetrate the investor owned
utilities market. This distribution network is expected to provide
the additional benefit of cross-selling other Terex products, such
as loader backhoes and boom trucks. The Roadbuilding business will
continue to face difficult end markets in 2004, as uncertainty
surrounds funding for domestic U.S. highway construction at both
the federal and state levels, which may impact new equipment
purchases.

Terex Aerial Work Platforms - The Company expects net sales to be
in the range of $600 to $700 million, with operating margins in
the 11.0% to 12.0% range. Genie's continued excellent operating
performance and a recovering rental market should provide another
year of solid performance. Genie's export business has benefited
from a weak dollar, and should continue to provide a positive
offset of the Construction business' negative currency impact.

Terex Mining - The Company expects net sales to be in the range of
$300 to $325 million, with operating margins in the 5.0% to 6.0%
range. Recovering commodity prices, such as in coal and iron ore,
should result in increased mining, ultimately contributing to
additional capital equipment needs of customers. Continued focus
on product service costs and a favorable shift in product mix are
expected to yield a meaningful improvement in the Mining segment's
performance.

           Other additional financial information

Corporate - Unallocated corporate expenses for 2004 are estimated
to be approximately $10 million. Interest expense for the year is
estimated at $85 to $90 million and other expenses (primarily debt
amortization costs) are estimated to be $10 million. The effective
tax rate is expected to be 28% for 2004 and the average number of
shares that will be outstanding for 2004 is estimated at 50
million. Depreciation and amortization for the Company is
estimated to be in the range of $60 to $65 million. Capital
expenditures should be approximately $30 to $35 million.

Working Capital - Terex will continue to concentrate on the
implementation of best practices across its locations, working
towards the goal of 15% for working capital as a percent of
revenues. For 2004, the Company is targeting a 20% working capital
investment as a percentage of revenues, representing an
improvement from 2003 actual performance of 23%.

Capital Structure - Debt reduction will remain a focus, with a
targeted reduction in debt of $200 million in 2004. Terex's net
debt / total capitalization ratio is expected to remain below 50%
during 2004.

Earnings Timing - Terex expects total Company earnings for 2004 to
be an improvement of approximately 30% - 50% versus the prior
year, before special items, although the Company realizes that the
total range of segment performance could lead to a wider range of
results. The Company's experience has been that 55% - 60% of the
Company's earnings typically are realized in the first six months
of the year, with 25% - 30% of the first six months' earnings in
the first quarter.

"We expect 2004 to be a year of meaningful improvements for
Terex," commented Mr. DeFeo. "We anticipate a mix of end market
conditions, with certain products having end markets in recovery
mode while other product lines and markets will continue to be
sluggish. It is against this backdrop that we expect to have a
meaningful earnings increase and to generate strong cash flow
while fundamentally improving Terex as we continue our journey
toward a vision of superior customer responsiveness, profitability
and employee motivation."

Terex Corporation (S&P, BB- Corporate Credit Rating, Stable) is a
diversified global manufacturer based in Westport, Connecticut,
with 2003 revenues of $3.9 billion. Terex is involved in a broad
range of construction, infrastructure, recycling and mining-
related capital equipment under the brand names of Advance,
American, American Truck, Amida, Atlas, Bartell, Bendini, Benford,
Bid-Well, B.L. Pegson, Canica, Cedarapids, Cifali, CMI, Coleman
Engineering, Comedil, Demag, Fermec, Finlay, Franna, Fuchs, Genie,
Grayhound, Hi-Ranger, Italmacchine, Jaques, Johnson-Ross,
Koehring, Lectra Haul, Load King, Lorain, Marklift, Matbro,
Morrison, Muller, O&K, Payhauler, Peiner, Powerscreen, PPM, Re-
Tech, RO, Royer, Schaeff, Simplicity, Square Shooter, Tatra,
Telelect, Terex, and Unit Rig. Terex offers a complete line of
financial products and services to assist in the acquisition of
Terex equipment through Terex Financial Services. More information
on Terex can be found at http://www.terex.com/


TITAN CORPORATION: Awarded $217 Million U.S. Army IT Contract
-------------------------------------------------------------
The Titan Corporation (NYSE: TTN) announced that it was awarded
the Department of the Army Information Management Support Center
(IMCEN) Desktop Support Services contract, having a potential
value of $217 million over seven years (two base years plus five
one-year option periods). Under this award, Titan will provide
Information Technology services to over 7,000 military, civilian
employees and contractors working within the Pentagon and the more
than 90 agencies that comprise the Headquarters Department of the
Army (HQDA).

"Throughout our 15 year partnership with IMCEN, Titan has provided
outstanding IT services in a variety of capacities," said Gene
Ray, Titan's chairman, president and CEO.   "We are excited with
the opportunities that this new contract represents, as it allows
us to continue to be an integral part of IMCEN's vital mission of
supporting the Army's senior leadership and the agencies that
serve our Armed Forces world-wide."

As part of this performance-based contract, Titan will provide
enterprise-wide desktop services, including service desk services,
installation services, system analysis and architecture, messaging
services, system administration, server and web server management,
configuration management, video teleconferencing services,
technical logistics support and information assurance.  Titan will
also support the HQDA's Desktop Realignment Initiative,
which is focused on streamlining and enhancing IT support services
through the incorporation of Service Level based performance
measures, commercial best practices, timely upgrades in technology
and standardization. This initiative will also expand service
coverage to an additional 5,000 customers.

To enhance further the exceptional reputation IMCEN currently has
for providing IT services, Titan brought together large and small
companies experienced in working together, each with unparalleled
reputations for achieving customer satisfaction while collectively
providing complementary strengths to ensure continuity,
flexibility, innovation, and long-term performance enhancements.  
The Titan team includes AlphaInsight, CYIOS, Netcentics, Lockheed
Martin Information Technology, NCI, CACI, Hewlett Packard, Remedy,
TEKSystems, PSS, TSM, and Norbeck

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


TITANIUM METALS: Royce & Assoc. Discloses 7.21% Equity Interest
---------------------------------------------------------------
Royce & Associates, LLC beneficially own 229,329 shares of the
common stock of Titanium Metals Corporation, representing 7.21% of
the outstanding common stock of Titanium.  Sole powers, both to
vote, or direct the vote of, and to dispose, or direct the
disposition, of the stock rests with Royce & Associates, LLC.

                         *    *    *
     
As previously reported, Standard & Poor's Ratings Services
lowered its preferred stock rating on Titanium Metals Corp. to 'D'
from 'C' after the company deferred dividend payments on its
preferred securities.  Standard & Poor's affirmed its 'B-'
corporate credit rating on the company and revised its outlook on
to stable from negative.

Meanwhile, Moody's rates the 6-5/8% Convertible Preferred
Securities issued by Timet Capital Trust I at Caa2.


TODD'S INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Todd's, Inc.
        40 North East Loop 410, Suite 535
        San Antonio, Texas 78216

Bankruptcy Case No.: 04-50481

Type of Business: The Debtor is a retailer of men's suits,
                  casual wear, and accessories.

Chapter 11 Petition Date: January 26, 2004

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: William B. Chenault, III, Esq.
                  468 GPM Bldg, South Tower
                  800 North West Loop 410
                  San Antonio, TX 78216-5678
                  Tel: 210-342-3121

Total Assets: $1,266,679

Total Debts:  $2,520,567

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Ozona National Bank                        $896,349
P.O. Box 798
San Marcos, TX

Ermenegildo Zegna                          $184,239

Business Financial Service                 $121,000

North Star Mall Joint Venture              $132,513

Ungaro Women                                $75,194

Trimil Corporation                          $69,291

American Express                            $62,972

Ferragamo                                   $57,826

Hugo Boss Fashions, Inc.                    $54,698

Canali                                      $54,011

Max Mara Women                              $52,759

Hermes of Paris                             $36,695

Luciano Barbera                             $33,314

Versace                                     $32,560

San Antonio Express News                    $32,175

Brioni                                      $44,750

Etro Women                                  $22,134

Retail Builders Group                       $20,445

Loro Plana                                  $18,030

Ralph Lauren                                $14,083


TRADING SOLUTIONS.COM: Former Auditors Air Going Concern Doubts
---------------------------------------------------------------
Sellers & Andersen, LLC, Certified Public Accountants located in
Salt Lake City, Utah audited the financial statements of Trading
Solutions.com, Inc., a development stage company, for the year
ended September 30, 2003. Effective January 30, 2004, Sellers &
Andersen, LLC merged with Madsen & Associates, CPA's, Inc. located
in Murray, Utah.

The decision to accept the change was approved by the Board of
Directors of American Coal Corporation.

The Reports of Sellers & Andersen, LLC for the year of 2003 noted
as to uncertainty, audit scope or accounting principles as
follows:

Note 4 of the audited financial statements of Trading
Solutions.com, Inc. for the year ended September 30, 2003,
addressed "Going Concern" uncertainties, which stated, in part,
"Continuation of the Company as a going concern is dependent on
obtaining additional working capital and the management of the
Company has developed a strategy, which it believes will
accomplish this objective through short term related party loans,
and equity funding, which will enable the Company to operate for
the coming year."  Management does not disagree with this
statement.


TS ELECTRONICS: Kabani & Company Cuts Off Professional Ties
-----------------------------------------------------------
On February 4, 2004 Kabani & Company, Inc. of Fountain Valley,
California, the principal  independent accountants of TS
Electronics, Inc., formerly Softstone Inc., resigned.  Kabani &
Company had been engaged as TS Electronics' and previously
Softstone's principal independent accountants since
September 5, 2002, when it replaced Hogan & Slovacek of Oklahoma
City and  Tulsa as Softstone's principal independent accountants.  

The report of Kabani & Company on the financial statements of TS
Electronics for its fiscal  year ended June 30, 2003 raised
substantial doubt about TS Electronics' ability to continue as a
going concern for the fiscal year ended June 30, 2003. Similarly,
the reports of Kabani &  Company and Hogan & Slovacek on the
financial statements of Softstone raised substantial  doubt about
Softstone's ability to continue as a going concern for each of the
fiscal years ended June 30, 2002 and 2001.

On February 4 2004, TS Electronics engaged Evans, Gaither &
Associates, PLLC of Oklahoma City, Oklahoma as its new principal
accountant to audit its consolidated financial statements.

TS Electronics, Inc., a Delaware corporation, was incorporated
on October 7, 1998.  The Company was formed to manufacture a
patented rubber product used in the road and building construction
industries.  The Company planned to create rubber modules entirely
from recycled tires, which can be used in the construction of
roads, driveways, decks, and other types of walkways. Its
principal  activities have consisted of financial planning,
establishing sources of production and supply, developing markets,
and raising capital. Prior to July 2002, the Company was in the
development stage in accordance with Statement of Financial  
Accounting Standards No. 7.  Its principal operations began in the
quarter ended September 30, 2002.  On August 13, 2003, the Company
changed its name to TS Electronics, Inc.

The company's Dec. 31, 2003, balance sheet reports a total  
stockholders' deficit of $43,889.


UBIQUITEL INC: Reports Increasing Revenues in Q4 and FY 2003
------------------------------------------------------------
UbiquiTel Inc. (Nasdaq: UPCS), a PCS Affiliate of Sprint (NYSE:
FON, PCS), reported financial and operating results for the fourth
quarter and full year ended December 31, 2003.

    Highlights for the 4th Quarter and full year 2003:

    --  Earnings before interest, taxes, depreciation and
        amortization (EBITDA) were approximately $10.8 million for
        the fourth quarter and approximately $27.1 million for the
        year ending December 31, 2003 representing a $14.6 million
        and $60.7 million increase, respectively, from the quarter
        and year ending December 31, 2002.

    --  Free cash flow, including net proceeds from sale of tower
        sites and an income tax refund, for the year ending
        December 31, 2003 was approximately $(1.0) million as
        compared to full year 2002 free cash flow of approximately
        $(81.9) million.  As of December 31, 2003, cash, cash
        equivalents and restricted cash were approximately $60.8
        million.

    --  ARPU of $57 for the fourth quarter 2003 was stable with
        the fourth quarter of 2002 level of $57 and down
        seasonally from $58 for the third quarter of 2003.  3G
        data services contributed $1.94 to fourth quarter 2003
        ARPU, a 31% quarterly sequential increase.  ARPU for 2003
        was $57 compared to $58 for 2002.

    --  The company added approximately 22,700 net subscribers
        during the fourth quarter of 2003 which was consistent
        with 22,400 net additions from the same period a year ago.  
        Net additions of 70,700 for 2003 were lower compared to
        78,200 for 2002.  As of December 31, 2003, the
        company had approximately 327,700 subscribers with 74% of
        subscribers in prime credit classes. 87% of the fourth
        quarter net subscriber additions and 86% of full year 2003
        net additions were in prime credit classes.

    --  Churn decreased from 3.4% for the third quarter 2003 to
        3.1% for the fourth quarter of 2003. Churn was 3.2% for
        2003, representing a significant improvement over 2002
        churn of 4.2%.

"We made substantial operating and financial progress in 2003 by
growing subscriber revenues 31% and driving down our cash cost per
user by 29% to $44 leading to an approximately $61 million
improvement in EBITDA," said Donald A. Harris, chairman and chief
executive officer of UbiquiTel Inc. "With a scalable 3G network,
new wholesale opportunities and the benefits of the recent Sprint
addendum to our management agreement as a foundation, we are well
poised to be among the industry leaders in top line revenue and
EBITDA growth in 2004."
    
Total revenues were approximately $75.9 million for the fourth
quarter 2003 comprised of approximately $53.5 million of
subscriber revenues, approximately $18.1 million of roaming
revenues, approximately $0.5 million of reseller revenues, and
approximately $3.8 million of equipment revenues. Subscriber
revenues increased 4% sequentially from the third quarter 2003 and
28% from the fourth quarter 2002. Roaming revenues increased by 3%
over the third quarter 2003 and 9% from the fourth quarter 2002.  
The net loss for the fourth quarter was approximately $(8.4)
million or $(0.09) per share compared to a net loss of
approximately $(7.0) million or $(0.08) per share in the third
quarter 2003 and a net loss of approximately $(26.1) million or
$(0.32) per share in the fourth quarter 2002.
    
For the full year 2003, total revenues were approximately $273.3
million, an increase of 24% over 2002.  Revenues were comprised of
approximately $197.6 million of subscriber revenues, approximately
$62.9 million of roaming revenues, approximately $0.6 million of
reseller revenues and approximately $12.2 million of equipment
revenues. Subscriber revenues grew 31% in 2003 while roaming
revenues increased 3% with a 53% increase in roaming minutes
being offset by a similar decline in roaming rates, primarily with
Sprint. There was no reseller revenue generated in 2002.  The net
loss for full year 2003 was approximately $(8.1) million or
$(0.09) per share compared to approximately $(117.4) million or
$(1.45) per share in 2002.

On February 13, 2004, the Company's wholly owned subsidiary,
UbiquiTel Operating Company, announced the pricing of an offering
of $270 million senior notes due 2011 at 98.26% with a coupon rate
of 9.875% to be paid semi- annually. The offering is expected to
close on or about February 23, 2004.  If Operating Company
completes the offering, the net proceeds will be used to repay and
terminate its senior secured credit facility, including the
repayment of $230.0 million in outstanding borrowings plus accrued
interest and termination of the $47.7 million revolving line of
credit, to redeem all $14.5 million principal amount of its
outstanding 14% Series B senior discount notes due 2008 for $12.5
million, and to purchase $16 million principal amount of its
outstanding 14% senior discount notes due 2010 for $15.2 million.

The senior notes are being offered solely to qualified
institutional buyers in reliance on Rule 144A of the Securities
Act of 1933, as amended (the "Act"), and to non-U.S. persons in
reliance on Regulation S under the Act. The senior notes may not
be offered or sold absent registration under the Act or an
exemption from the registration requirements thereof and
applicable securities laws of other jurisdictions.  

         Conference Call to be held February 26, 2004
                   at 10:30 a.m. ET

UbiquiTel's management 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 full year ended December 31, 2003
and provide guidance for 2004.  Investors and interested parties
may listen to the call via a live webcast accessible through the
company's website, 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
will be available for 7 days beginning at 12:30 p.m., Eastern
Time, February 26, 2004, at 888-286-8010 or 617-801-6888,
passcode: 50264731.

                    About UbiquiTel Inc.

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

                      *    *    *

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

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

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


UICI: Elects Mick Thompson as New Board Member
----------------------------------------------
UICI (NYSE: UCI) announced that at its November 2003 meeting
its Board of Directors had elected Mr. Mick Thompson to serve as a
member of the Board.  The Company also announced that it had
accepted the resignations of Mr. Gregory T. Mutz and Mr. Patrick
J. McLaughlin, members of the UICI Board since 1999.

Mr. Thompson has served as the Oklahoma Bank Commissioner since
September 1, 1992.  Mr. Thompson was an Oklahoma State
Representative from 1976 to 1984, serving as Chairman of the House
Banking and Finance Committee, Majority Floor Leader from 1983 to
1984, and as a member of the Appropriations and Budget Committee.  
In May 2003, Mr. Thompson was elected Chairman of the Conference
of State Bank Supervisors, and currently serves on the Conference
of State Bank Supervisors Legislative Committee.  Mr. Thompson
earned his Bachelor's Degree from Southeastern Oklahoma State
University (where he currently serves on the School of Business
Advisory Council), his Master's Degree in Education from
Northeastern State University, and a Graduate Degree in Banking
from the University of Colorado in Boulder (where he currently
serves as an Advisor to the Board of Trustees of the Graduate
School of Banking).

UICI continues to assess the composition of its Board of
Directors, in light of requirements imposed under the Sarbanes-
Oxley Act of 2002 and recently adopted listing standards issued by
the New York Stock Exchange.  The Company believes that Mr.
Thompson will constitute an "independent director" under all
applicable requirements.  Neither Mr. Mutz (who until July 2003
served as president and chief executive officer of UICI) nor Mr.
McLaughlin (who through his firm provides insurance and investment
advisory services for UICI) constituted an independent director of
UICI.

UICI, headquartered in North Richland Hills, Texas, through its
subsidiaries offers insurance (primarily health and life) and
selected financial services to niche consumer and institutional
markets.  Through its Self Employed Agency Division, UICI provides
to the self-employed market health insurance and related insurance
products, which are distributed primarily through the Company's
dedicated agency field forces, UGA-Association Field Services and
Cornerstone America.  Through its Group Insurance Division, UICI
provides tailored health insurance programs for students enrolled
in universities, colleges and kindergarten through grade twelve
and markets, administers and underwrites limited benefit insurance
plans for entry level, high turnover, hourly employees.  Through
its Life Insurance Division, UICI offers life insurance products
to selected markets.  In 2002, UICI was added to the Standard &
Poor's Small Cap 600 Index.  For more information, visit
http://www.uici.net/  

                         *    *    *

On July 21, 2003, UICI reported the discovery of a shortfall in
the type and amount of collateral supporting two of the
securitized student loan financing facilities entered into by
three special financing subsidiaries of AMS. The problems at one
of the financing facilities (the EFG-III LP commercial paper
conduit facility) are of three types: insufficient collateral, a
higher percentage of alternative loans (i.e., loans that are
privately guaranteed as opposed to loans that are guaranteed by
the federal government) included in the existing collateral than
permitted by the loan eligibility provisions of the financing
documents and failure to provide timely and accurate reporting.
The problems related to the second financing subsidiary (AMS-1
2002, LP) consist primarily of a higher percentage of alternative
loans included in the existing collateral than permitted by the
loan eligibility provisions of the financing documents, and the
failure to provide timely and accurate reporting. In addition, AMS
and the other four special financing subsidiaries of AMS have
failed to comply with their respective reporting obligations under
the financing documents.

As announced on July 24, 2003, AMS has obtained waivers and
releases from interested third parties, as described more fully
below, with respect to four of the six securitized student loan
financing facilities. The waiver and release agreements were
entered into with Bank of America and Fleet Bank (the providers of
a liquidity facility that supports the EFG-III, LP commercial
paper facility), Bank One (the trustee under the indentures that
govern the terms of the debt securities issued by each of AMS'
special financing subsidiaries) and MBIA Insurance Corporation
(the financial guaranty insurer of debt securities issued by four
of the seven AMS financing subsidiaries).

The waiver and release agreement for the EFG-III, LP (one of AMS'
special purpose financing subsidiaries) commercial paper
securitized student loan facility calls for UICI's contribution of
$48.25 million ($1.75 million on July 24, 2003, $36.5 million on
July 31, 2003 and $10.0 million on August 15, 2003) in cash to the
capital of AMS, all of which, as of July 31, 2003, UICI had
contributed to AMS.

The financial institutions agreed to waive all existing defaults
under the relevant financing documents with respect to EFG-III, LP
and EFG Funding (both of which are exclusively involved in the
commercial paper program) until January 1, 2004, which date will
be automatically extended for successive 90-day periods through
September 30, 2004 if the outstanding amount of commercial paper
is reduced to agreed-upon levels from its current outstanding
amount (approximately $440 million). As previously announced, AMS
has agreed to partially address the under-collateralization
problem by transferring to EFG-III, LP approximately $189 million
of federally-guaranteed student loan and other assets that meet
loan eligibility requirements under the financing documents and by
transferring approximately $34.4 million of uninsured student
loans that do not meet loan eligibility requirements under the
financing documents. In addition, AMS will contribute to EFG-III
LP $46.5 million of the $48.25 million in cash contributed to AMS
by UICI either in the form of cash or federally guaranteed student
loans. These various transfers by AMS will substantially eliminate
the shortfall in collateral amount with respect to the EFG-III LP
commercial paper conduit facility.

With respect to the AMS-1 2002, LP facility, as of July 24, 2003,
the interested parties agreed to waive, for a period of 90 days,
all defaults, amortization events and events of default based
solely on defaults arising prior to July 24, 2003 resulting from
non-federally insured student loans included in the collateral in
excess of the maximum percentage limit for such loans as set forth
in the documents governing the financing, which waiver is not
extendable. In addition, with respect to four other student loan
financing facilities, the interested parties agreed to waive, as
of July 24, 2003, all immaterial previously-existing defaults
resulting from inaccurate or untimely reporting or any other
reporting deficiency by the applicable issuer under each such
facility, AMS or any other affiliate of AMS, for a period of 90
days, which period is not extendable. Upon expiration of the 90-
day waiver period, all then uncured events of default shall be
reinstated and be in full force and effect.

UICI believes that it has no obligations with respect to the
indebtedness of AMS' special financing subsidiaries or with
respect to the obligations of AMS relating to such financings.
Nonetheless, in exchange for UICI's capital contribution to AMS as
described above, the financial institutions named above have
agreed to release UICI from any and all existing claims or suits
(other than claims for fraud at the UICI level) that could arise
relating to the AMS student loan financing facilities.


UNITED AIRLINES: Court Approves Claims Estimation Procedures
------------------------------------------------------------
The United Airlines Inc. Debtors sought and obtained Court
approval for their proposed Claims Estimation Procedures.

                     The Proposed Procedures

Pursuant to the Estimation Procedures, the Debtors will ask the
Court to estimate a Proof of Claim.  The Clerk will set an
Estimation Hearing.  Each Claim will be assigned a Track for
purposes of preparation and appearance at the Hearing.

Track 1 -- Litigation on Appeal

Claims suitable for Track 1 have already been decided by a trial
court.  

   -- If appellate briefs have been filed, they will be submitted
      to the Court.  The Court will hold a hearing with the
      Claimants and the Debtors, each given 15 minutes to argue
      their side.  The Court will then estimate the Claim.

   -- If appellate briefs have not been filed, the Claimant will
      file the brief as a response to the Debtors' Notice of
      Intent to Estimate.  The Debtors will file their brief as
      their Reply.  The Court will hold a hearing with the
      Claimants and the Debtors given 15 minutes to argue their
      side.  The Court will then estimate the Claim.

Track 2 -- Litigation at Trial (Simple)

The Debtors will file a Notice of Intent to Estimate, which will
describe their estimate of the Claim's value with supporting
reasoning.

The Claimant will file a Response, which may include an affidavit
from one witness setting forth the basis and evidence and any
other documentary evidence the Court should consider in
estimating the Claim.

The Debtors and the Creditors Committee will respond.  The
Response may include an affidavit from one witness setting forth
the basis and evidence and any other documentary evidence the
Court should consider in estimating the Claim.

If the Claimant files a Response, the Court will hold a hearing
where each side has 15 minutes to argue their side.  The Court
will then decide the claim.

Track 3 -- Litigation at Trial (Moderate)

The Debtors will file a Notice of Intent to Estimate, which will
describe their estimate of the Claim's value and supporting
reasoning.

The Claimant will file a Response, which may include an affidavit
from two witnesses setting forth the basis and evidence and any
other documentary evidence the Court should consider in
estimating the Claim.  The witnesses will attend the Estimation
Hearing.  The Claimant will not be able to elicit direct
testimony from the witnesses.  Rather, the affidavit will serve
as their testimony.  The Debtors will cross-examine the
witnesses.  The Debtors and the Claimants may request that the
other party produce documents relevant to the Claim.  The Debtors
may take the deposition upon oral examination of each witness --
to last not longer than three hours -- whose affidavit was
proffered in support of the Response.

The Debtors and the Creditors Committee will respond to the
Claimants, which may include affidavits from two witnesses.  The
witnesses will attend the Estimation Hearing.  The Debtors will
not be able to elicit direct testimony from the witnesses.  
Rather, the affidavit will serve as their testimony.  The
Claimants will cross-examine the witnesses at the hearing.  The
Debtors and the Claimants may request that the other party
produce documents relevant to the Claim.  The Claimants may take
the deposition upon oral examination of each witness -- to last
not longer than three hours -- whose affidavit was proffered in
support of the Response.

If the Claimant files a Response, the Court will hold a hearing
where each side will have 90 minutes to present their case,
inclusive of cross-examination.  The Court will then estimate the
Claim.

Track 4 -- Litigation at Trial (Complex)

The Debtors will file a Notice of Intent to Estimate, which will
describe their estimate of the Claim's value and supporting
reasoning.

The Claimant will file a response, which may include an affidavit
from five witnesses setting forth the basis and evidence and any
other documentary evidence the Court should consider in
estimating the Claim.  The witnesses will attend the Estimation
Hearing.  The Claimant will not be able to elicit direct
testimony from the witnesses.  Rather, the affidavit will serve
as their testimony.  The Debtors will cross-examine the witnesses
at the hearing.  The Debtors and the Claimant may request that
the other party produce documents relevant to the Claim.  The
Debtors may take the deposition upon oral examination of each
witness -- to last not longer than three hours -- whose affidavit
was proffered in support of the Response.  

After the Claimant submits its Response, the Debtors and the
Claimant may both request:

   (a) documents relevant to the Claim;

   (b) responses to no more than five interrogatories including
       discrete subparts; and

   (c) responses to no more than 15 requests for admission within
       four days of service of the interrogatories.

The Court will hold a hearing where each Party will have three
hours to present their case, inclusive of the time cross-
examining their opponent's witnesses and making arguments to the
Court.  The Court will then estimate the Claim.

Judge Wedoff rules that the Debtors, the Creditors' Committee or
any other party-in-interest retain the rights to object to any
proof of claim.  Separate notice and hearing must be scheduled for
each objection.

The Claims Estimation Procedures will not apply to the claims
filed by:

   * the Air Line Pilots Association, International,

   * the Association of Flight Attendants, AFL-CIO,

   * the Aircraft Mechanics Fraternal Association,

   * the International Association of Machinists and Aerospace
     Workers, AFL-CIO, District 141,

   * IAM, ALF-CIO District 141M,

   * Professional Airline Flight Control Association, and

   * Transport Workers Union of America, AFL-CIO

The Debtors reserve the right to request the estimation of the
claims filed by the Labor Unions.

The Claims Estimation Procedures will not apply to the claims
filed by the United States.  However, the Debtors reserve the
right to request the estimation of the U.S. claims.

The Debtors will not seek to estimate the claims for Stub Rent.

The hearing is continued today, with respect to the claims filed
by:

   -- Always Travel, Inc.,
   -- IAE International Aero Engines AG,
   -- Intlaero Leasing, and
   -- Ronald A. Katz Technology

The Procedures will not apply to claims filed by the 16 Financial
Institutions, the Airport Consortium, the 33 Aircraft Finance
Parties and the 12 Aircraft Financiers.  If the New Jersey Self-
Insurers Guaranty Association has an interest in an Asserted
Claim that the Debtors want to estimate, the Association will
have the same rights under the Procedures as the Claimant. (United
Airlines Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


UNITED RENTALS: Names Charles Wessendorf VP -- Investor Relations
-----------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) announced the appointment of
Charles K. Wessendorf as Vice President, Investor Relations and
Corporate Communications.  He will be responsible for United
Rentals' investor relations, media relations and employee
communications.

Wayland R. Hicks, United Rentals' Chief Executive Officer, said,
"We're delighted that Chuck is joining United Rentals in this
important capacity. Chuck's experience, knowledge of the
investment community and proactive approach to investor relations
and communications make him uniquely qualified for this key
position on our management team."

Mr. Wessendorf was most recently Vice President, Corporate
Communications and Investor Relations for Imagistics International
Inc., a spin-off from Pitney Bowes Inc.  Before joining
Imagistics, Mr. Wessendorf served as Manager, Investor Relations
for Xerox Corporation.  He is a financial executive with broad
domestic/international operations experience who has extensive
relationships with Wall Street analysts, institutional investors
and the investor relations community.

Mr. Wessendorf holds an M.B.A. in Finance from Amos Tuck Graduate
School of Business Administration and an A.B. in Economics from
Dartmouth College.

United Rentals, Inc. (S&P, BB Corporate Credit Rating) is the
largest equipment rental company in North America, with an
integrated network of more than 730 rental locations in 47 states,
seven Canadian provinces and Mexico.  The company's 13,000
employees serve 1.9 million customers, including construction and
industrial companies, utilities, municipalities, homeowners and
others.  The company offers for rent over 600 different types of
equipment with a total original cost of $3.5 billion.  United
Rentals is a member of the Standard & Poor's MidCap 400 Index and
the Russell 2000 Index(R) and is headquartered in Greenwich, CT.  
Additional information about United Rentals is available at
the company's web site at http://www.unitedrentals.com/


US AIRWAYS: Inks Stipulation Settling State Street's Claim
----------------------------------------------------------
On November 4, 2002, U.S. Bank, N.A., successor-in-interest to
State Street Bank and Trust Company and State Street Bank and
Trust Company of Connecticut, N.A., filed Claim No. 3372, which
included claims for aircraft bearing Tail Nos. N340US, N336US,
N337US, N338US, N339US, N346US, N559AU, N562A, N504AU, N505AU,
N506AU, N986HA, N987HA, N988HA, N989HA, N990HA, N991HA, N992HA.

In separate stipulations, the Reorganized US Airways Group Debtors
and U.S. Bank agree to resolve the Claims.  With respect to the
Aircraft bearing Tail No. N340US, U.S. Bank and the Reorganized
Debtors agree that Claim No. 3372 is allowed in part as a
$6,535,034 general unsecured Class USAI-7 claim.  All other Claims
relating to Tail No. N340US are disallowed.

With respect to the other Aircraft, U.S. Bank and the Reorganized
Debtors agree that Claim No. 3372 is allowed in part as a general
unsecured Class USAI-7 claim for all purposes under the Plan at
these amounts:

         Tail No. N504AU      $9,002,715
         Tail No. N505AU       9,207,291
         Tail No. N506AU       9,253,636
         Tail No. N986HA       3,662,818
         Tail No. N987HA       3,667,096
         Tail No. N988HA       3,663,619
         Tail No. N989HA       3,662,818
         Tail No. N990HA       3,742,633
         Tail No. N991HA       3,662,818
         Tail No. N992HA       3,663,619

The Stipulations do not affect any other claims included in Claim
No. 3372 relating to any other aircraft.  All other Claims
relating to Tail Nos. N504AU, N505AU, N506AU, N986HA to N992HA
are disallowed.

U.S. Bank and the Debtors agree that Claim No. 3372 is allowed in
part as a general unsecured Class USAI-7 for $64,500,000 relating
to Tail Nos. N336US to N339US, N346US, N559AU and N562AU.  All
other claims of U.S. Bank relating to Tail Nos. N336US to N339US,
N346US, N559AU and N562AU are disallowed. (US Airways Bankruptcy
News, Issue No. 48; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


USI HOLDINGS: Appoints Nesbit as Senior VP & Chief HR Officer
-------------------------------------------------------------
U.S.I. Holdings Corporation, (Nasdaq: USIH) announced that Robert
Nesbit has been appointed to the position of Senior Vice President
& Chief Human Resources Officer. Mr. Nesbit will be based in USI's
corporate office in Briarcliff Manor, NY and will report to Bob
Schneider, Executive Vice President & CFO.

Before joining USI, Mr. Nesbit served as Vice President, Global
Staffing and Diversity at both Campbell Soup Company, where he
created a Corporate staffing function in collaboration with senior
management and Human Resources leadership and facilitated the
development of an integrated talent management model. Prior to
that, he held a senior Human Resources position at AOL Time Warner
where he implemented cost-saving through web-based recruitment
technologies and internal research function. Mr. Nesbit also
oversaw the implementation of acquisition and integration plans at
Wachovia (then First Union) first as Human Resources Transition
Director and later as the Senior Vice President of Human
Resources.

Commenting on the appointment, David L. Eslick, Chairman,
President and CEO, stated, "The management team remains committed
to establishing a structure that leverages USI's strengths with
the company's long-term goals and objectives. Bob's experience in
the development and implementation of Human Resources platforms in
corporations with a national presence is unparalleled.  We are
pleased that he has agreed to join the management team."

Founded in 1994, USI (S&P, BB- Counterparty Credit and Bank Loan
Ratings, Stable) is a leading distributor of insurance and
financial products and services to businesses throughout the
United States. USI is headquartered in Briarcliff Manor, NY, and
operates out of 63 offices in 19 states. Additional information
about USI may be found at http://www.usi.biz/


VALENTIS INC: Second Quarter Net Loss Decreases to $2.9 Million
---------------------------------------------------------------
Valentis, Inc. (Nasdaq: VLTS) announced results for its second
fiscal quarter ended December 31, 2003.

Valentis reported a net loss applicable to common stockholders for
the quarter ended December 31, 2003 of $2.9 million, or $0.52 per
basic and diluted share, on revenue of $395,000, compared to a net
loss applicable to common stockholders of $6.2 million, or $5.01
per basic and diluted share on revenue of $1.3 million for the
corresponding period of the prior year. The decrease in loss
reflects overall lower expenses associated with scaled-back
operations and other cost cutting measures, partially offset by
higher clinical trial expenses. The revenue decrease primarily
reflects $1.0 million of non-recurring revenue recognized in
December 2002 from a license agreement for Valentis' GeneSwitch
gene regulation technology.

For the six months ended December 31, 2003, the Company reported
revenues of $7.1 million, with net income applicable to common
stockholders of $544,000, or $0.10 per basic and diluted share
compared to a net loss applicable to common stockholders of $11.8
million, or $9.64 per basic and diluted share on revenue of
approximately $1.6 million for the corresponding period of the
prior year. The net income for the six months ended December 31,
2003 primarily reflects the recognition of $6.5 million of non-
recurring revenue in July 2003 from a license and settlement
agreement with ALZA Corporation and overall lower expenses
associated with scaled-back operations and other cost cutting
measures, partially offset by higher clinical trial expenses.

In December 2003 and the first calendar quarter of 2004, we sold
and issued, in a private placement to certain investors, a total
of 4,878,049 shares of our common stock at a purchase price of
$2.05 per share along with warrants, exercisable for a five-year
period, to purchase an additional 1,951,220 shares of our common
stock at an exercise price of $3.00 per share. Aggregated proceeds
to Valentis, net of issuance costs of approximately $600,000, were
approximately $9.4 million, of which $4.9 million was received in
December 2003 and $4.5 million was received in the first calendar
quarter of 2004.

On December 31, 2003, Valentis had $10.1 million in cash and cash
equivalents compared to $3.3 million on June 30, 2003. The
increase of $6.8 million in cash and cash equivalents relates
primarily to the $4.9 million of net proceeds received in December
2003 from the private placement and the $6.5 million license fee
received from ALZA Corporation in July 2003, partially offset by
funding of ongoing operations.

Research and development expenses decreased approximately $204,000
to approximately $2.4 million for the quarter ended December 31,
2003, compared to approximately $2.6 million for the corresponding
period in 2002. For the six months ended December 31, 2003,
research and development expenses decreased approximately $845,000
to approximately $4.7 million, compared to approximately $5.5
million for the corresponding period in 2002. The decreases were
attributable to staff reductions in October 2002, offset in part
by increased clinical trial expenses for the Del-1 PAD Phase II
clinical trial, which was initiated in July 2003.

General and administrative expenses decreased approximately $2.2
million to approximately $874,000 for the quarter ended December
31 2003, compared to approximately $3.1 million for the
corresponding period in 2002. For the six months ended December
31, 2003, general and administrative expenses decreased
approximately $3.6 million to approximately $1.9 million, compared
to approximately $5.5 million for the corresponding period in
2002. The decreases were attributable primarily to staff
reductions in October 2002 and the decrease of professional fees
incurred.

                       About Valentis

Valentis is creating innovative cardiovascular therapeutics. The
company begins its product development at the stage of a validated
target and applies its expertise in formulation, manufacturing,
clinical development and regulatory affairs to create products
that fill unmet medical needs.

                      *    *    *

           Liquidity and Going Concern Uncertainty

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Valentis reported:

"As of December 31, 2003, Valentis had $10.1 million in cash and
cash equivalents compared to $3.3 million at June 30, 2003. The
increase of $6.8 million in cash and cash equivalents relates
primarily to the $4.9 million of net proceeds that had been
received as of December 31, 2003 from the private placement
discussed above, and the $6.5 million license fee received from
ALZA Corporation/Johnson & Johnson under a license and settlement
agreement, partially offset by funding of ongoing operations and
capital expenditures. The Company's capital expenditures were
approximately $5,000 and $21,000 for the six months ended December
31, 2003 and 2002, respectively. The Company expects its research
and development, general and administrative and capital
expenditures to remain at approximately the same levels for the
foreseeable future as those levels incurred in the quarters ended
September 30, 2003 and December 31, 2003.

As discussed in our Form 10-K filed with the Securities and
Exchange Commission for the year ended June 30, 2003, we have
received a report from our independent auditors covering the
consolidated financial statements for the fiscal year ended June
30, 2003 that includes an explanatory paragraph stating that the
financial statements have been prepared assuming Valentis will
continue as a going concern. The explanatory paragraph stated the
following conditions which raise substantial doubt about our
ability to continue as a going concern: (i) we have incurred
recurring operating losses since inception, including a net loss
of $14.9 million for the year ended June 30, 2003, and our
accumulated deficit was $207.1 million at June 30, 2003 and (ii)
our cash and cash equivalents balance at June 30, 2003 was $3.3
million.

Since its inception, we have financed our operations principally
through public and private issuances of its common and preferred
stock and funding from collaborative arrangements. We have used
the net proceeds from the sale of the common and preferred stock
for general corporate purposes, which may include funding
research, development and product manufacturing, increasing our
working capital, reducing indebtedness, acquisitions or
investments in businesses, products or technologies that are
complementary to our own, and capital expenditures.  We expect
that proceeds received from any future issuance of stock will be
used for similar purposes.

Based upon the Company's current operating plan, it anticipates
that its cash and cash equivalents as of December 31, 2003,
together with the $4.5 million of net proceeds that were received
in the first calendar quarter of 2004 from the private placement
discussed above, will enable it to maintain its current and
planned operations at least through December 31, 2004, in the
absence of additional financial resources. The company will be
required to seek additional sources of funding to complete
development and commercialization of its products.  In an effort
to seek additional sources of financing, the Company may have to
relinquish greater or all rights to products at an earlier stage
of development or on less favorable terms than it would otherwise
seek to obtain.

The Company is currently seeking additional collaborative
agreements and licenses with corporate partners and may seek
additional funding through public or private equity or debt
financing or merger of its business. The Company may not be able
to enter into any such agreements, however, or if entered into,
any such agreements may not reduce or eliminate the Company's
requirements to seek additional funding. Additional financing to
meet the Company's funding requirements may not be available on
acceptable terms or at all. If the Company raises additional funds
by issuing equity securities, substantial dilution to existing
stockholders may result.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. The financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the matters discussed above."


VERITAS SOFTWARE: Will Present at Goldman Sachs' Feb. 23 Symposium
------------------------------------------------------------------
VERITAS Software Corporation (Nasdaq: VRTS) announced that Gary
Bloom, President and Chief Executive Officer of VERITAS Software,
will present at the Goldman Sachs Technology Symposium at 4:10
p.m. Mountain Standard Time on February 23, 2004 at the Arizona
Biltmore Resort & Spa in Phoenix.

Mr. Bloom's presentation will be webcast, both live and through an
archived replay, at the following locations,

http://customer.nvglb.com/GOLD006/022304a_by/default.asp?entity=veritas

and in the Investor section of VERITAS Software's website at

                  http://www.veritas.com/

The webcast replay will be available through May 2004.

                  About VERITAS Software

With revenue of $1.77 billion in 2003, VERITAS Software ranks
among the top 10 software companies in the world. VERITAS Software
is the world's leading storage software company, providing data
protection, storage management, high availability, disaster
recovery, and application performance management software to 99
percent of the Fortune 500. VERITAS Software's corporate
headquarters is located at 350 Ellis Street, Mountain View, CA,
94043, tel: 650-527-8000, fax: 650-527-8050, e-mail: vx-
sales@veritas.com, Web site: http://www.veritas.com/

As reported in the Troubled Company Reporter's December 18, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on VERITAS Software Corp. to 'BB+' from 'BB' and its
subordinated rating to 'BB-' from 'B+'. The outlook is stable.

"The upgrade reflects VERITAS' good execution during a difficult
IT spending environment and growth opportunities that include
products, platforms, and geographies," said Standard & Poor's
credit analyst Philip Schrank.


WARNACO GROUP: TCW Business Unit Reports 5.7% Equity Interest
-------------------------------------------------------------
The TCW Group, Inc., on behalf of its business unit, beneficially
own 2,553,667 shares of the common stock of The Warnaco Group,
representing 5.7% of the outstanding common stock of the Company.  
TCW has sole power to vote or to direct the vote of 2,387,917,
shared power to vote, or to direct the vote, of 2,553,667, sole
power to dispose, or to direct the disposition, of 2,387,917
shares and shared power to dispose, or to direct the          
disposition of, 2,553,667 shares.

The filing with the Securities and Exchange Commission of these
holdings shall not be construed as an admission that The TCW
Group, Inc., or any of its affiliates is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by the filing.  In
addition, the filing shall not be construed as an admission that
the Group or any of its affiliates is the beneficial owner of any
securities covered by the filing for any other purposes than
Section 13(d) of the Securities Exchange Act of 1934.


WEIRTON STEEL: Sells Assets to International Steel for $255 Mil.
----------------------------------------------------------------
Weirton Steel Corp. announced it has agreed to sell substantially
all of its assets to Cleveland-based International Steel Group
Inc. (ISG) for approximately $255 million consisting of cash and
the assumption of liabilities.

The transaction is subject to bankruptcy court approval and other
conditions. The sale is expected to be completed in the second
quarter of this year.

Within several days, Weirton Steel will file details of the asset
purchase agreement with a bankruptcy court. At that time, the
company also will request the judge to determine the bidding
procedures applicable to a sale under Section 363 of the Federal
Bankruptcy Code.

"We will continue normal operations throughout this process. The
sale is good news for Weirton Steel, our customers and the local
communities," said D. Leonard Wise, Weirton Steel chief executive
officer.

"Our goal has been to secure the best possible solution for all of
our stakeholders and to maintain a steel operation in Weirton. We
believe ISG provides the answer. Under ISG, Weirton Steel should
be able to complete more effectively in the world market. Given
Weirton Steel's bankruptcy, we are fortunate to have the
opportunity to join ISG."

Wise said that while the pending sale is positive news for the
Upper Ohio Valley, it occurs at the same time as an unfortunate
event for Weirton Steels' retirees.

"Weirton Steel recognizes the significant contribution our
retirees have made throughout their years of dedicated service.
Obviously, we are saddened to report that we will no longer be
able to pay for retiree health care and life insurance programs.
This decision was extremely difficult, but unavoidable. We
sincerely regret the series of circumstances that led to this
situation," Wise noted.

"We understand our retirees' expectations. Those expectations were
created at a time when health care costs were dramatically lower
and our company's financial foundation was much stronger.
Unfortunately, those conditions no longer exist. But unlike many
other companies that terminated retiree insurance programs upon
declaring bankruptcy, at least we were able to provide these
programs during the nine months we have been in bankruptcy."

Weirton Steel is the fifth largest U.S. integrated steel company
and the nation's second largest producer of tin mill products.

On May 19, 2003, Weirton Steel filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. The
petition was filed in the U.S. Bankruptcy Court for the Northern
District of West Virginia.


WORLD AIRWAYS: Inks New $19MM Cargo Contract With EVA Airways
-------------------------------------------------------------
World Airways, Inc. (Nasdaq: WLDA) announced a new one-year
agreement with EVA Airways that begins on March 6, 2004.  Under
the contract, World Airways will operate an MD-11 freighter
aircraft over selected routes from EVA Airways' established and
extensive worldwide route network.  The contract value is
approximately $19 million for the initial term of the agreement.
    
With this contract, World Airways becomes the first non-Asian
operator to provide wet lease aircraft of any kind to EVA Airways.
    
Hollis Harris, chairman and chief executive officer, stated, "EVA
Airways is one of the pre-eminent carriers in Asia, and it's an
honor to become their first non-Asian wet lease carrier.  We have
been cultivating EVA Airways as a potential customer for many
years, and we're quite pleased that the company has confidence in
us and launched this new arrangement."

He added, "This is also an excellent start to the year, as we seek
to achieve our goal of adding several new, large customers and an
expanded cargo operation."

Utilizing a well-maintained fleet of international range, widebody
aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.
For more information, visit the Company's Web site at
http://www.worldairways.com/

At September 30, 2003, the company's balance sheet is upside down
by $13.7 million.


* First American Corporation Acquires Baker, Brinkley & Pierce
--------------------------------------------------------------
The First American Corporation (NYSE: FAF), the nation's leading
data provider, announced that it has acquired privately held
Baker, Brinkley & Pierce (BBP), a San Antonio-based default claims
management company serving several of the mortgage industry's
largest lenders and servicers. The acquisition, completed Jan. 6,
2004, establishes First American National Claims Outsourcing, a
new company that will augment First American's ability to provide
a complete menu of default management solutions to leading
financial services companies.

"Mortgage lenders and servicers are increasingly moving toward
outsourcing the important yet labor-intensive process of filing
mortgage default claims," said James C. Frappier, president of
First American Default Management Solutions. "BBP is the only
company in the industry that has proven itself capable of handling
large volumes of claims efficiently, cost-effectively and with the
turn time that our customers require. Adding them to our team
enhances our suite of default products and strengthens First
American's position as the premier provider of default outsource-
solutions for the mortgage servicing industry."

Following a foreclosure, a mortgage servicer must file a claim
with its mortgage insurer to be reimbursed for the defaulted loan
as well as any uncollected interest and foreclosure costs.
Although a vital function, the expense and complexity of the
process often make outsourcing it a necessity. Baker, Brinkley &
Pierce, established in 1993, is the nation's largest processor of
mortgage insurance claims, processing in excess of 6,000 claims
per month. The company is headed by founders John Baker and Scott
Brinkley, both of whom will continue to oversee operations as
First American employees.

"Combining BBP's proprietary document tracking database with First
American's claim filing technology will create a default claims
management product of unparalleled strength," said Scott Brinkley,
the new president of First American National Claims Outsourcing.
"We have been one of the biggest customers of First American's
Claims Management technology (CMAX) for years, and now as part of
the First American family, we are able to add to the service
selection lenders rely on to meet their specialized default
needs."

Michael Barrett, vice chairman of First American Real Estate
Information Services, stated: "We have been working to provide a
complete solution for field services, default outsourcing and
claims management for nearly 20 years. The addition of BBP to
First American's field service capability and default management
technology makes this dream a reality."

The First American Corporation is a Fortune 500 company that
traces its history to 1889. As the nation's largest data provider,
the company supplies businesses and consumers with information
resources in connection with the major economic events of people's
lives, such as getting a job; renting an apartment; buying a car,
house, boat or airplane; securing a mortgage; opening or buying a
business; and planning for retirement. The First American Family
of Companies, many of which command leading market share positions
in their respective industries, operate within seven primary
business segments including: Title Insurance and Services,
Specialty Insurance, Trust and Other Services, Mortgage
Information, Property Information, Credit Information and
Screening Information. With revenues of $6.2 billion in 2003,
First American has nearly 30,000 employees in approximately 1,400
offices throughout the United States and abroad. More information
about the company and an archive of its press releases can be
found at http://www.firstam.com/


* Mintz Levin Expands Employment, Labor & Benefits Practice
-----------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. announced the
expansion of the Employment, Labor and Benefits Section with the
addition of Alden J. Bianchi and Donald W. Schroeder in the firm's
Boston office.

Prior to joining Mintz Levin as a member, Mr. Bianchi was the
Chair of the employee benefits group at Mirick, O'Connell,
DeMallie & Lougee, LLP in Worcester, MA. He will head up the
employee benefits and executive compensation practice of Mintz
Levin's Employee Labor and Benefits section. Mr. Bianchi brings
over 20 years of experience in ERISA, employee benefits law,
including the design, operation and taxation of pension, profit
sharing and 401(k) plans, as well as executive compensation
arrangements and health and welfare plans. He received his B.S.
from Worcester Polytechnic Institute and his J.D. from Suffolk Law
School. He holds an LL.M from Georgetown Law Center and attended
Boston University's Graduate Tax Program. Mr. Bianchi is listed in
Woodward & White's The Best Lawyers in America, and Marquis' Who's
Who in American Law, and he is a Fellow of the American College of
Employee Benefits Council.

Mr. Schroeder, who joins the firm as of counsel, previously
practiced in the labor and employment section of Foley Hoag LLP in
Boston. He has advised clients on a wide variety of matters,
including terminations, internal investigations and employment
policies. Mr. Schroeder is a frequent lecturer and author on a
variety of employment law issues involving the Americans with
Disabilities Act, Family and Medical Leave Act, and workplace
privacy issues. He received his B.A. from the College of the Holy
Cross and his J.D. from The Columbus School of Law.

"Both Alden and Don have impressive backgrounds and significant
experience, Alden in ERISA and a broad range of benefits issues
and Don in labor and employment matters," said Robert M. Gault, a
member of the firm and Chairman of the Employment, Labor and
Benefits Section. Mr. Gault also announced that Tara Mora joined
the firm's Reston office as an associate. She previously practiced
at McGuireWoods and brings nearly six years of experience in
employment and labor law. "These three attorneys are significant
additions to our talented team and will enhance our national
practice and capabilities," said Mr. Gault.

Mintz Levin's Employment, Labor and Employee Benefits attorneys
are joined together as one group to provide clients with a
consolidated approach to human resources issues. Mintz Levin's
objective is to assist clients in meeting their business goals
while minimizing employee-related conflicts. They provide clients
with informed advice on not only the most recent developments in
the law but also current trends in employment and compensation
practices. Mintz Levin's clients represent a broad cross-section
of the community, encompassing a spectrum of industries including
manufacturing, retail, high technology, biotechnology, health
care, education, hospitality, finance, construction, agriculture,
and professional services.

                     About Mintz Levin

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC is a
multidisciplinary law firm with over 450 attorneys and senior
professionals in Boston, New York, Washington D.C., Reston, VA,
New Haven, CT, Los Angeles and London.

Mintz Levin is distinguished by its reputation for responsive
client service and expertise in the areas of bankruptcy; business
and finance; communications; employment; environmental; federal;
health care; immigration; intellectual property; litigation;
public finance; real estate; tax; and trust and estates. Mintz
Levin's international clientele range from privately held start-
ups to Fortune 100 companies in a wide array of industries
including biotechnology, venture capital, telecommunications,
health care and high technology.

More information is available at http://www.mintz.com/


* Steven Blake Joins AmEx TBS Corp Recovery Practice in Cleveland
-----------------------------------------------------------------
T. Steven Blake, a nationally recognized expert in financial and
operational restructuring, has joined the National Corporate
Recovery Practice of American Express Tax and Business Services
Inc. (TBS), in Cleveland, Ohio.  Blake's career covers financial
and operational analysis, corporate workout and recovery, and loan
banking operations. Blake has 35 years experience in the banking
and financial industry and has spent the last 15 years in
commercial workout and corporate recovery.

Prior to joining the TBS National Corporate Recovery Practice,
Blake was first vice president and manager of managed assets at
Bank One Corporation in Cleveland. He also served as chapter
secretary to the Turnaround Management Association of Cleveland,
an organization dedicated to keeping its members informed of
current legal and banking changes that affect managed asset
clients.

"Steve brings an incredible wealth of knowledge to TBS as former
head of a managed asset and loan department for one of the largest
banks in the country," said Scott Peltz, managing director, TBS
National Corporate Recovery Practice. "Steve will be a terrific
addition and we're both excited and honored that he has chosen
TBS."

"Because of wide ranging experience in corporate recovery, TBS can
deliver and implement a tailor-made plan for each client in order
to allow maximum recoveries in Ohio and across the nation. We have
restructured billions of dollars of debt and related operations in
large complex and middle market restructurings. In addition, our
nationwide forensic capabilities have caused us to be retained in
some of the largest business failures in the country. Steve's
experience parallels ours," Peltz stated.

American Express Tax and Business Services Inc., an American
Express company, is the eighth largest accounting and consulting
firm in the U.S. Services provided under the National Corporate
Recovery Practice umbrella include financial advisory services,
complex litigation, corporate finance, valuation services,
forensic accounting, operational consulting, debt restructuring
and mergers and acquisitions. These services are delivered
nationally from offices in Chicago, Baltimore/Washington D.C.,
Boston, Cleveland, Los Angeles, New York City and other principal
U.S. cities.

American Express Tax and Business Services is a wholly owned
subsidiary of American Express, a publicly owned company. American
Express employs Certified Public Accountants but is not a licensed
CPA firm.


* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
               and Bust
------------------------------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Softcover:  236 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at

http://www.amazon.com/exec/obidos/ASIN/1563242753/internetbankrupt   

Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.  

The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."

"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!

All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.

Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

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