TCR_Public/040223.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 23, 2004, Vol. 8, No. 37

                           Headlines

ACTUANT CORP: Secures New $250 Million Revolving Credit Facility
ADVANCED ENERGY: Will Present at Goldman Sach's Feb. 23 Conference
ADVOCAT INC: Arkansas Files 6 Lawsuits Seeking $45MM+ Penalty
AKAMAI: Broadens Joint Sales & Marketing Initiatives with Internap
AIR CANADA: Restructures Unexpired Aircraft Leases & Contracts

AIR CANADA: Inks Pact with Pension Beneficiaries over Deficit
ALAMOSA HOLDINGS: Records $73.4 Million Net Loss for FY 2003
ALLEGIANCE TELECOM: Court Approves Proposed Sale to XO Comms
AMAZON.COM: TCW Business Unit Discloses 8.7% Equity Interest
AMC ENTERTAINMENT: Gets S&P's Junk Rating for $550MM Sub. Notes

AMPLIDYNE: Phoenix Reports 100% Ownership of Series C Preferreds
ANC RENTAL: Court Fixes March 18 as Administrative Claims Bar Date
ARCH COAL: Board Declares Quarterly Dividends
ARCHIBALD CANDY: Judge Approves Bid Procedures for Asset Sale
ASPECT COMM: Comerica Bank-Led Group Extends $100M Credit Facility

ATLANTIC COAST: S&P Assigns Junk Rating to $125 Million Notes
AURORA FOODS: Court Okays Proposed Interim Compensation Protocol
AVADO BRANDS: Asks Okay to Tap BSI as Claims and Notice Agent
BAYOU STEEL: Emerges from Chapter 11 Protection
BETHLEHEM: Court Says $11.8M Swiss Insurance Claim Was Timely

BOISE CASCADE: State Street Bank Discloses 10.3% Equity Stake
BOSTON CHICKEN: Trustee Prepares to Pay 2nd $1,000,000 Dividend
BUFFETS INC: $310 Million Bank Loan Gets S&P's B+ Rating
CHAMPIONLYTE: Prices Up to 51MM Stock Offering at $0.15 per Share
CEDAR BRAKES II: S&P Hatchets Senior Secured Bond Rating to CCC+

CHARTER COMMS: Shareholders' Deficit Tops $175 Million in December
CHET DECKER INC: Case Summary & 20 Largest Unsecured Creditors
COEUR D'ALENE: 4th Quarter Net Loss Decreases to $13.5 Million
COMM 2004-LNB2: S&P Assigns Prelim. Ratings to 2004-LNB2 Notes
COMMSCOPE INC: Reports $1 Million Net Loss in Fourth Quarter

COMPRESSION POLYMERS: S&P Assigns Stable Outlook to B Rating
COVANTA ENERGY: Obtains Go-Ahead for New Covanta Lake Merger Deal
CRESCENT: Incurs $300K Net Loss for the Year Ended Dec. 31, 2003
DEUTSCHE MORTGAGE: Fitch Ups & Affirms Series 2002-1 Ratings
ENRON: Court Permits Cabazon Unit to Disburse FPL Sale Proceeds

ENRON CORP: Inks Settlement Resolving Prudential Relocation Claims
FEDERAL-MOGUL: Disclosure Statement Hearing Fixed for April 13
FIRST AMERICAN: Agrees to Acquire SNK Holdings & Units
FLEMING COS: Court Approves PCI & Commercenter Claims Settlement
FRESH CHOICE: Reports Losses & Working Capital Deficit for 2003

FRIENDLY ICE: Stockholders' Deficit Narrows to $98M at Dec. 28
GALAXY NUTRITIONAL: Issues Clarification about Loan Compliance
GENCO REDI MIX: Case Summary & 16 Largest Unsecured Creditors
GIHON REALTY CORP: Voluntary Chapter 11 Case Summary
GLIMCHER REALTY: Posts Decreasing Net Income for Q4 and FY 2003

GOLD KIST: S&P Assigns B+ Senior Secured Bank Loan Rating
GOODYEAR: Steelworkers Press for Investigation on Tire Production
GS MORTGAGE: S&P Ups and Affirms Series 1999-C1 Note Ratings
GUESS? INC: Reports Improved 4th Quarter and FY 2003 Results
HERVAL CONSTRUCT: Case Summary & 20 Largest Unsecured Creditors

HOMESTEADS COMMUNITY: Section 341(a) Meeting Fixed for March 8
INTEGRATED HEALTH: Court Approves Settlement Pact with Horizon
INTERNET CAPITAL: December 2003 Deficit Narrows to $19 Million
ISLE OF CAPRI: Sells Senior Subordinated Notes in Private Offering
IW INDUSTRIES: Employing Piper Rudnick as Bankruptcy Counsel

JAG MEDIA: Will Commence Resale of Class A Common Shares
J.P. MORGAN: S&P Takes Rating Actions on Series 2001-CIBC1 Notes
KMART CORP: Wants to Recover Transfers Made to 39 Trade Vendors
KNOLOGY INC: S&P Says Junk Ratings Reflect High Financial Risk
MEDCOMSOFT: Raises $1.2 Million from Private Placement Financing

MIRANT: Canadian Court Extends CCAA Protection Until March 31
MONTE VISTA HOTEL: Case Summary & 10 Largest Unsecured Creditors
MORTGAGE ASSET: Fitch Takes Rating Actions on 6 Securitizations
MRS. FIELDS: S&P Rates $192 Million Senior Secured Notes at CCC+
MTS INCORPORATED: Asks to Continue Hiring Ordinary Course Profs.

NATIONAL CENTURY: Wants Court to Nix 4 National Medical Claims
NET PERCEPTIONS: Shareholders to Decide on Liquidating Plan
NEWPOWER HLDGS: Wants Final Nod for Settlement Pact with Directors
NEXTEL COMMUNICATIONS: Reports Record 2003 Financial Results
NFIL HOLDINGS: S&P Assigns Stable Outlook to Low-B Ratings

NVIDIA CORP: Will Present at Goldman Sachs' Symposium on Wednesday
OAKWOOD HOMES: Files 2nd Amended Chapter 11 Plan & Disc. Statement
OWENS-ILLINOIS: S&P Places Low-B Level Ratings on Watch Negative
OWENS-ILLINOIS: ACI Packaging Subsidiary to Sell Plastics Assets
PAK-A-SAK FOOD: Case Summary & 20 Largest Unsecured Creditors

PACIFIC GAS: Asks Go-Signal for Cash-Collateralized L/C Program
PAC-WEST TELECOM: Fourth Quarter Net Loss Widens to $9.8 Million
PAC-WEST TELECOMM: Agrees to Acquire Sentient Group, Inc.
PENTHOUSE INT'L: S&P Approves Listing in Market Access Program
PG&E NATIONAL: CL Power Asks Court Nod to Set Off Cash Collateral

PG&E CORP: Reports Improved Fourth Quarter 2003 Results
PITTSBURGH, PA: S&P Revises Outlook on BB Bond Rating to Positive
PLAINS RESOURCES: Accepts Vulcan's Revised Acquisition Proposal
QWEST COMMS: Charles L. Biggs and K. Dane Brooksher Join Board
RAILAMERICA: Posts $17M Working Capital Deficit at Dec. 31, 2003

READER'S DIGEST: S&P Assigns BB- Rating to $300M Sr. Unsec. Notes
REDDY ICE: Q4 Earnings Release & Conference Call Set for Feb. 25
REPUBLIC ENGINEERED: Names George Strickler Chief Fin'l Officer
ROOD TRUCKING CO: Case Summary & 20 Largest Unsecured Creditors
RSTAR CORP: Shares Knocked Off Nasdaq, Now Trading on OTC BB

SPECTRASITE: Stockholders Register 9-Mil. Shares for Sale
SPIEGEL GROUP: Court Gives Clearance for New Fry Agreements
SR TELECOM: Sets 4th Quarter Conference Call for Feb. 26, 2004
TRAVEL PLAZA: Seeks Okay to Tap Whiteford Taylor as Attorneys
UNIFORET: Canadian Supreme Court Says No to US Noteholders' Appeal

UNITED AIRLINES: Wants Court to Reduce Retroactive Pay Claims
UNITED SALES: Case Summary & 20 Largest Unsecured Creditors
UPC POLSKA: Plans to Issue 9% Senior Notes to Raise $105.4-Mil.
US AIRWAYS: Agrees to Settle Three General Electric Claims
VERTIS INC: December Balance Sheet Upside-Down by $342 Million

WESTPOINT STEVENS: Plan-Filing Exclusivity Extended To March 29
WILLIAMS COMPANIES: 2003 Net Loss Pegged at $504 Million
WILLIAMS PRODUCTION: Fitch Affirms Sr. Term Loan B Rating at BB+
WOLVERINE TUBE: Reports 2003 Fourth Quarter and Full-Year Losses

* CLLA Headquarters Relocates to 70 East Lake Street
* Jones Rogers in Toronto Looks for Associate with Sense of Humor
* Retailers' 2004 Legislative Agenda Includes Bankruptcy Reform
* SSG Capital Advisors & Resilience Capital Partners Join Forces

* BOND PRICING: For the week of February 23 - 27, 2004

                           *********

ACTUANT CORP: Secures New $250 Million Revolving Credit Facility
----------------------------------------------------------------
Actuant Corporation (NYSE:ATU) entered into a $250 million five-
year senior revolving credit facility. This Revolver replaces the
current Senior Secured Credit Facility which included an
outstanding $30 million term loan and an undrawn $100 million
revolving credit facility. The Revolver is not secured by the
Company's assets, and provides for guaranties and stock pledges by
certain of the Company's significant subsidiaries. Borrowings
under the Revolver are subject to a pricing grid, with initial
borrowings priced at LIBOR plus 150 basis points, compared to
LIBOR plus 200 basis points under the former facility.

Andrew G. Lampereur, Actuant Chief Financial Officer, commented,
"Securing a new senior credit facility was one of the last steps
in replacing the Company's original spin-off financing. This past
Fall, we successfully replaced a portion of our 13% Senior
Subordinated Notes with proceeds from the issuance of 2% Senior
Subordinated Convertible Debentures. The improved terms and
structure of the new senior revolver result from the Company's
significant deleveraging since the spin-off, and the increased
capacity provides strong liquidity as we move forward in executing
our growth strategies to enhance shareholder value."

The replacement of the senior credit facility will result in a
non-cash charge in the second quarter of approximately $2.3
million, $1.5 million net of tax, or approximately $0.06 per
diluted share, representing the write-off of the remaining
capitalized debt issuance costs associated with the former
facility.

Actuant (S&P, BB Corporate Credit Rating, Stable Outlook),
headquartered in Milwaukee, Wisconsin, is a diversified industrial
company with operations in over 20 countries. The Actuant
businesses are market leaders in highly engineered position and
motion control systems and branded hydraulic and electrical tools.
Products are offered under such established brand names as
Enerpac, Gardner Bender, Kopp, Kwikee, Milwaukee Cylinder, Nielsen
Sessions, Power-Packer, and Power Gear.

For further information on Actuant and its business units, visit
the Company's Web site at http://www.actuant.com/


ADVANCED ENERGY: Will Present at Goldman Sach's Feb. 23 Conference
------------------------------------------------------------------
Management of Advanced Energy Industries, Inc. (Nasdaq: AEIS) will
present at three investment conferences in February and March.  
These presentations will be webcast live over Advanced Energy's
corporate Web site -- http://www.advanced-energy.com/-- in the  
Investor Relations section:

     *  February 23, 2004 -- Goldman Sachs Technology Symposium
        2004, Phoenix, AZ, 11:45 am Mountain Time/1:45 pm Eastern

     *  March 2, 2004 -- Tenth Annual Wachovia Securities
        Convertible Conference 2004, Miami Beach, FL, 8:00 am
        Eastern Time

     *  March 3, 2004 -- Morgan Stanley Semiconductor and Systems
        Conference, Dana Point, CA, 9:30 am Pacific Time/12:30 pm
        Eastern

The webcasts will be available on the website for one week
following each
event.

Advanced Energy (S&P, B+ Corporate Credit and B- Subordinated Debt
Ratings, Negative) is a global leader in the development and
support of technologies critical to high-technology manufacturing
processes used in the production of semiconductors, flat panel
displays, data storage products, compact discs, digital video
discs, architectural glass, and other advanced product
applications.

Leveraging a diverse product portfolio and technology leadership,
AE creates solutions that maximize process impact, improve
productivity and lower cost of ownership for its customers.  This
portfolio includes a comprehensive line of technology solutions in
power, flow, thermal management, plasma and ion beam sources, and
integrated process monitoring and control for original equipment
manufacturers and end-users around the world.

AE operates in regional centers in North America, Asia and Europe
and offers global sales and support through direct offices,
representatives and distributors.  Founded in 1981, AE is a
publicly held company traded on the Nasdaq National Market under
the symbol AEIS.  For more information, visit AE's corporate Web
site at http://www.advanced-energy.com/  


ADVOCAT INC: Arkansas Files 6 Lawsuits Seeking $45MM+ Penalty
-------------------------------------------------------------
On February 18, 2004, Advocat Inc. (Nasdaq: AVCA) and certain of
its subsidiaries were served in six lawsuits filed by the State of
Arkansas involving fifteen patients at five nursing homes operated
by the Company in Arkansas. The complaint alleges violations of
the Arkansas Abuse of Adults Act and violation of the Arkansas
Medicaid False Claims Act. The complaints, in the aggregate, seek
actual damages totaling approximately $250,000 and fines and
penalties in excess of $45 million. The Company intends to
vigorously defend itself against these allegations. However, the
Company cannot currently predict with certainty the ultimate
impact of the above cases on the Company's financial condition,
cash flows or results of operations.

Advocat Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $46 million --
provides  long-term care services to nursing home patients and
residents of assisted living facilities in 9 states, primarily in
the Southeast, and three provinces in Canada.

For additional information about the Company, visit Advocat's Web
Site at http://www.irinfo.com/avc/


AKAMAI: Broadens Joint Sales & Marketing Initiatives with Internap
------------------------------------------------------------------
Internap Network Services Corporation (AMEX:IIP), a leading
provider of high performance, managed Internet connectivity
solutions to business customers, and Akamai Technologies, Inc.
(Nasdaq:AKAM), the global leader in distributed computing
solutions and services, announced that they have entered into an
agreement that will allow the companies to drive additional
content and applications delivery revenue for Akamai, and seize
opportunities to capture additional IP services revenue for
Internap.

As part of the expanded relationship, Akamai will serve as the
preferred content and applications delivery provider for
Internap's customers, and will become Internap's only actively
sold and marketed content and applications delivery provider. The
agreement broadens the current relationship between the companies,
which already provides for joint sales and marketing programs,
including regional sales events, coordinated lead generation as
well as sales and customer incentives. To date, the joint
Internap-Akamai value proposition has yielded key contract wins,
including e-business leaders Hollywood.com, Logitech, The Seattle
Times Company, Travelocity, Value Line and WebMD.

"Internap has consistently proven itself in the intelligent route
control market," said Michael Ruffolo, Chief Operating Officer of
Akamai. "Akamai and Internap have synergistic value propositions
that utilize advanced technology to facilitate the delivery of
premium Internet services to customers. Internap is one of our
largest and most successful sales channels. This addition to our
current relationship with Internap will allow us to more fully
leverage our complementary strengths."

The combination of Internap's high performance IP services and
Akamai's edge computing solutions creates a holistic, edge-to-edge
IP services solution designed to deliver maximum value to
customers. Together, the coordinated service offering addresses
the major challenges to deploying mission-critical, revenue
generating applications over the Internet: predictability,
reliability and security.

Customers can cost effectively extend and control their e-business
activities via Akamai's unique, globally-distributed computing
infrastructure and gain detailed visibility and understanding of
application usage and performance. Meanwhile, they can
simultaneously leverage Internap's core intelligent route control
and data center services to ensure improved performance and
reliability of their IP network infrastructure.

"Leveraging Akamai as the market leader in content and application
delivery, with its extensive relationships with IP-centric
businesses, will provide Internap with additional growth
opportunities and a means to deepen our relationships with
customers," said Dave Abrahamson, Internap's Chief Marketing
Officer and Vice President of Sales.

                       About Akamai

Akamai -- whose September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $182 million -- is the
global leader in distributed computing solutions and services,
making the Internet predictable, scalable, and secure for
conducting profitable e-business. The Akamai on demand platform
enables customers to easily extend their Web operations -- with
full control -- anywhere, anytime, without the cost of building
out infrastructure. Headquartered in Cambridge, Massachusetts,
Akamai serves hundreds of today's most successful enterprises and
government agencies around the globe. Akamai is The Business
Internet. For more information, visit http://www.akamai.com/

                       About Internap

Internap provides high performance, managed Internet connectivity
solutions to business customers who require guaranteed network
availability and high performance levels for business-critical
applications, such as e-commerce, video and audio streaming, voice
over Internet Protocol, virtual private networks and supply chain
management. Internap's proprietary route optimization technology
monitors the performance of these Internet networks and allows us
to intelligently route our customers' Internet traffic over the
optimal Internet path in a way that minimizes data loss and
network delay. Its service level agreements guarantee performance
across the entire Internet in the United States, excluding local
connections, whereas conventional Internet connectivity providers
typically only guarantee performance on their own network.
Internap provides services to customers in various industry
verticals, including financial services, entertainment and media,
travel, e-commerce retail, and technology. As of December 31,
2003, Internap provided its services to over 1,600 customers in
the United States and abroad, including approximately 70 customers
in the Fortune 1000 companies.


AIR CANADA: Restructures Unexpired Aircraft Leases & Contracts
--------------------------------------------------------------
Murray McDonald, President of Ernst & Young, Inc., the Court-
appointed monitor, reports that the Air Canada Applicants reduced
their total fleet size by 73 aircraft, including repudiated and
returned aircraft as well as 20 parked F-28 aircraft, since the
Petition Date.  Of these 73 aircraft, only 50 aircraft were
actually in use by the Applicants as at April 1, 2003.  The
remaining 23 aircraft comprised of:

   -- three aircraft already sub-leased to an external third
      party.  The Applicants have since arranged for the third
      party to assume the lease obligation directly; and

   -- 20 F28s that were parked and not in use.

The effective date on many of the repudiated aircraft leases has
not yet passed.  Thus, the Applicants may continue to use the
aircraft up until the Effective Repudiation Date.  To the extent
the leasing agreements are arrived at subsequent to the issuance
of repudiations, these may be retracted, with a resulting
amendment to any proof of claim previously filed by the lessor.

The Monitor tabulates the status of Air Canada's fleet reduction
and re-negotiation efforts as of February 4, 2004:

                                              Air Canada   Jazz
                                              ----------   ----
Total Number of Aircraft as at April 1, 2003      259       130
Less: owned and parked aircraft                   (19)      (51)
                                               ------    ------
Number of Aircraft subject to re-negotiation      240        79

Status of Re-Negotiations:
Repudiations                                       29         9
Consensual returns or lease expirations            13         2
Re-negotiated under the GECAS agreement            64        10
Re-negotiated under the ECA agreement              34       n/a
Re-negotiated pursuant to other signed MOUs        87        29
Re-negotiated in principle, with MOUs pending      13         9
Other settled aircraft arrangements               n/a        20
                                               ------    ------
Lease remaining to be re-negotiated               240        79
                                               ======    ======

Mr. McDonald notes that the Applicants accepted the delivery of
three new aircraft from GE Capital Aviation Services since the
Petition Date.  The rental rates on the new aircraft reflect the
Applicants' view of the current fair market lease rates.  
Accordingly, after considering the unused aircraft and the newly
delivered aircraft, the Applicants will have made a net reduction
in their operating fleet of 47 aircraft, assuming all
repudiations become effective.  The Applicants anticipate that
further reductions will occur as certain re-negotiated leases
provide for the early return of aircraft over the next 24 months.

Since December 2003, and in light of the recently established
February 23, 2004 final claims bar date for Restructuring Claims,
the Applicants have issued additional lease repudiations covering
12 aircraft and successfully renegotiated 44 aircraft leases to
complete their fleet restructuring process, including one
renegotiated agreement that is subject to Court approval.  The
Applicants have yet to come to a financial arrangement with the
equity participant for three ECA-related aircraft.  Accordingly,
those three aircraft leases, which were previously reported as
having been completed pursuant to the ECA Agreement, were
repudiated effective April 15, 2004.

With respect to the 13 remaining Air Canada aircraft leases,
including one previously reported ECA aircraft, the Applicants
and the lessors have agreed that the lessors will file proofs of
claim as if the Applicants had repudiated the aircraft leases
notwithstanding that no repudiation has been issued.  The
agreement was completed for these reasons:

   (i) The constituency of the lessor group is composed by a
       very broad syndicate of North American and European-based
       financial institutions; and

  (ii) The lessors were concerned that the issuance of notices of
       repudiation would result in significant time consumed
       within the syndicates arising from the repudiations and
       the resultant impact on the structured leases rather than
       focusing on the completion of the lease negotiations.

In most of the cases involving Deemed Repudiation, Mr. McDonald
notes that the renegotiated lease terms have been agreed on
critical items as leasing rates, the funding of substantial
maintenance checks, return dates and return conditions.

The nine outstanding Jazz leases consist of mortgage loans
secured by the related aircraft, which are subject to ongoing
negotiations. (Air Canada Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Inks Pact with Pension Beneficiaries over Deficit
-------------------------------------------------------------
Air Canada and representatives of the Pension Beneficiaries Group
representing unionized, non-unionized employees and retirees have
come to an agreement with respect to the funding of the Air Canada
pension deficit which includes a provision for a funding schedule
over a 10-year period. The parties will jointly seek the approval
of the Office of the Superintendent of Financial Institutions for
the funding plan.

Trinity Time Investments, Air Canada's equity plan sponsor, has
advised that the agreement is satisfactory to Trinity only in the
context of a proper restructuring of Air Canada's pension and
benefit plans. No discussions have occurred to date with respect
to Trinity's February 5, 2004 proposal including the transition to
a defined contribution plan for certain employees.

        Court Approves Payment of Deposits Relating to
                 Purchase of Regional Jet     

The Court approved payment of non-refundable deposits up to an
aggregate amount of USD $55 million pursuant to the Bombardier and
Embraer aircraft purchase agreements. The deposits are required to
ensure the aircraft delivery timetable agreed upon will be adhered
to.

Both aircraft orders are subject to a number of conditions
including financing on satisfactory commercial terms, final
documentation and approvals by the Monitor, GE Canada Finance Inc.
and Trinity.


ALAMOSA HOLDINGS: Records $73.4 Million Net Loss for FY 2003
------------------------------------------------------------
Alamosa Holdings, Inc. (OTC Bulletin Board: ALMO) reported
financial and operational results for the fourth quarter and the
full year ended December 31, 2003. Total revenue for the fourth
quarter and full year of $168.2 million and $631.1 million,
respectively, represented an increase of 13% and 14% over the same
periods one year ago. Subscribers grew 34,000 and 105,000 during
the fourth quarter and full year, respectively. This represents a
10% and 17% increase, respectively, over the same periods one year
ago. Adjusted EBITDA* of $37.3 million for the fourth quarter
represented a 208% increase over the fourth quarter of 2002. Full
year Adjusted EBITDA* of $116.6 million grew 332% over Adjusted
EBITDA* of $26.9 million for 2002

Net loss for the fourth quarter decreased to $6.7 million or $8.5
million and $0.09 per share after preferred stock dividends,
compared to a net loss of $25.6 million or $0.27 per share for the
fourth quarter of 2002. The net loss for the year of 2003
decreased to $73.4 million or $75.2 million and $0.80 per share
after preferred stock dividends, compared to the net loss for 2002
of $403.3 million or $4.33 per share.

As previously announced, the Company completed a debt exchange in
November 2003, reducing its total debt outstanding by $238 million
by acquiring $699 million in aggregate principal amount of senior
notes in exchange for a package of securities which included $442
million in aggregate principal amount of new senior notes and
preferred stock with a liquidation preference of $170 million. At
year-end, the Company had cash of $100 million and an un- drawn
revolver of $25 million. In January 2004, the Company issued $250
million of new senior notes, the proceeds of which were used to
repay $200 million outstanding under a senior secured term loan,
which was terminated along with the un-drawn revolver.

Along with the subscriber growth, the Company also reported a
decrease in average monthly churn to 2.5 percent for the fourth
quarter, down from 2.9 percent in the third quarter of 2003, and
3.4 percent for the fourth quarter of 2002. For the year of 2003,
average monthly churn was 2.7 percent compared to 3.4 percent in
2002.

"2003 was a strategic year for Alamosa, with many notable
successes in spite of very difficult industry conditions," said
David E. Sharbutt, Chairman and Chief Executive Officer of Alamosa
Holdings, Inc. "We addressed our capital structure and amended our
affiliation agreements with Sprint to improve our financial
position and future operating results. At the same time, we were
able to grow by retaining our focus on operations and executing
our business plan." Mr. Sharbutt continued, "Because of our
accomplishments in 2003, we are positioned to capitalize on
opportunities that arise as we continue to build value for all of
Alamosa's stakeholders."

                       BUSINESS OUTLOOK

Alamosa is providing the following business outlook for 2004 which
may be materially affected by competitive conditions, continued
development and acceptance of new Vision products and services,
changes in pricing plans, wireless number portability and general
economic conditions, among other things:

     * Full year 2004 Adjusted EBITDA* of approximately $150
       million
     * Fixed asset additions of $50-65 million
     * Penetration of Alamosa markets to be in the range of 6.6 to
       6.8 percent by year-end 2004
     * Average monthly churn averaging less than 3.0 percent for
       the year of 2004 with churn lower in the first half of the
       year and higher in the second half of the year

Alamosa Holdings, Inc. (S&P, CCC+ Corporate Credit Rating,
Developing Outlook) is the largest (based on number of
subscribers) PCS Affiliate of Sprint (NYSE: FON, PCS), which
operates the largest all-digital, all-CDMA Third-Generation (3G)
wireless network in the United States. Alamosa has the exclusive
right to provide digital wireless mobile communications network
services under Sprint's PCS division throughout its designated
territory located in Texas, New Mexico, Oklahoma, Arizona,
Colorado, Utah, Wisconsin, Minnesota, Missouri, Washington,
Oregon, Arkansas, Kansas, Illinois and California. Alamosa's
territory includes licensed population of 15.8 million residents.


ALLEGIANCE TELECOM: Court Approves Proposed Sale to XO Comms
------------------------------------------------------------
XO Communications, Inc. (OTCBB:XOCM.OB), one of the nation's
leading providers of broadband telecommunications services,
announced that Judge Robert Drain of U.S. Bankruptcy Court for the
Southern District of New York has issued an order approving XO
Communications' proposed purchase of substantially all of the
assets of Allegiance Telecom, Inc. (OTCBB: ALGXQ.OB) for
approximately $311 million in cash and 45.38 million shares of XO
common stock. The transaction remains subject to, among other
things, applicable federal and state governmental regulatory
approvals and termination of applicable waiting periods.

On February 13, 2004, XO Communications was selected as the
winning bidder for Allegiance Telecom, which had filed for
financial restructuring under Chapter 11 of the U.S. Bankruptcy
Code on May 14, 2003. Under the terms of the purchase agreement,
XO will purchase substantially all of the assets of Allegiance
Telecom and its subsidiaries except for Allegiance's customer
premises equipment sales and maintenance business (operated under
the name of Shared Technologies), its managed modem business, and
certain other Allegiance assets and operations.

With the addition of Allegiance's network assets and customer
base, XO will become the premier national facilities-based
competitor to the regional Bell operating companies. The acquired
assets are expected to add more than 100,000 customers and bring
XO's total revenues to more than $1.6 billion. The company's
network will have more nationwide connections to regional Bell
operating companies' networks than any other CLEC, and double the
Points of Presence (PoPs) within the 36 major metropolitan areas
where both XO and Allegiance operate. XO believes that this
extensive network will help XO improve delivery of service to
customers, reduce network costs, improve operating results and
better compete head to head with other companies in the nationwide
local telecommunications services market.

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

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

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


AMAZON.COM: TCW Business Unit Discloses 8.7% Equity Interest
------------------------------------------------------------
The TCW Group, Inc., on behalf of the TCW Business Unit,
beneficially owns 34,817,815 shares of the common stock of
Amazon.com, representing 8.7% of the outstanding common stock of
that Company.  The TCW Group holds sole power to vote and/or
dispose of 30,407,504 such shares, and shared power to vote and/or
dispose of 34,817,815 shares.  

Amazon.com, a Fortune 500 company based in Seattle, opened its
virtual doors on the World Wide Web in July 1995 and today offers
Earth's Biggest Selection. Amazon.com seeks to be Earth's most
customer-centric company, where customers can find and discover
anything they might want to buy online, and endeavors to offer its
customers the lowest possible prices. Amazon.com and sellers list
millions of unique new and used items in categories such as health
and personal care, jewelry and watches, gourmet food, sporting
goods, apparel and accessories, books, music, DVDs, electronics
and office, kids and baby and home and garden.

At September 30, 2003, Amazon.com's balance sheet shows a total
shareholders' equity deficit of about $1.1 billion.


AMC ENTERTAINMENT: Gets S&P's Junk Rating for $550MM Sub. Notes
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
movie exhibitor AMC Entertainment Inc.'s proposed Rule 144A
offering of up to $550 million in senior subordinated notes due
2014. Proceeds will be used to pay off existing subordinated notes
and related call premiums, fees, and expenses.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on the company. The Kansas City, Missouri-based firm
will have about $785 million in debt, on a pro forma basis. The
outlook is positive.

"The ratings reflect AMC's financial risk as its heavy reliance on
lease financing result in high lease adjusted leverage, an
elevated fixed cost structure, and modest cash flow," said
Standard & Poor's credit analyst Steve Wilkinson. Ratings also
reflect AMC's modern theater circuit and the mature and
competitive nature of the industry.

The potential for an upgrade depends on AMC's ability to improve
key credit measures and maintain solid discretionary cash flow.
The ultimate use of AMC's excess cash balances and liquidity will
be important considerations, given its aggressive financial
strategies in the past and its interest in acquisitions. The
successful conversion of its preferred stock into common equity
could also warrant an upgrade.


AMPLIDYNE: Phoenix Reports 100% Ownership of Series C Preferreds
----------------------------------------------------------------
Phoenix Opportunity Fund II, L.P. and Phoenix Capital Holdings,
LLC beneficially own 100% of the Series C Convertible Preferred
Stock of Amplidyne Inc. by virtue of the beneficial holding of
54,325 such shares.  

On January 28, 2004, Amplidyne, Inc. entered into a Subscription
Agreement with Phoenix Opportunity Fund II, L.P., pursuant to
which Phoenix agreed to make an aggregate investment of $100,000
in the Company in exchange for 282,700 shares of Series C
Convertible Preferred Stock, representing approximately 80% of the
outstanding stock of the Company on a fully diluted basis. The
investment came from the capital holdings of Phoenix. Phoenix has
currently acquired 54,325 shares of Series C Convertible Preferred
Stock, together with a proxy of Devendar Bains representing an
additional 2,272,985 shares of common stock, giving Phoenix voting
power of approximately 53% of the Company's common stock, pending
completion of the full investment.

The Company will need to amend its Certificate of Incorporation,
or effect a reverse stock split, in order to have sufficient
authorized shares to complete the equity financing. Phoenix has
therefore made an initial investment of $20,000 in exchange for
54,325 shares of Series C Convertible Preferred Stock, with the
remaining portion of the equity investment to be completed after
the capitalization. Upon full investment, Phoenix will own 282,700
shares of Series C Convertible Preferred Stock, giving Phoenix
voting control of 80% of the Company's equity stock.

The Certificate of Designation of the Series C Convertible
Preferred Stock of the Company provides that so long as any of the
shares of Series C Preferred Stock are outstanding, the holders of
Series C Preferred Stock shall have the special and exclusive
right to elect three of the five directors of the Company. The
special and exclusive right of the holders of Series C Preferred
Stock may be exercised either at a special meeting of the holders
of Series C Preferred Stock or at an annual meeting of the
stockholders of the Company, or by written consent of such holders
in lieu of a meeting. The Agreement further provides that the
Company shall use its best efforts to effectuate the terms of
Section 6(b) of the Agreement. Pursuant to the terms of the
Agreement, Phoenix has designated three directors for election to
the Board of Directors of the Company.

Phoenix has the sole power to vote and to dispose of, or to direct
the voting and disposition of, all 54,325 shares of the Company's
Series C Convertible Preferred Stock that Phoenix beneficially
owns. Upon full completion of the investment, Phoenix will have
the sole power to vote and to dispose of, or to direct the voting
and disposition of, all 282,700 shares of the Company's Series C
Convertible Preferred Stock that Phoenix beneficially owns.
Phoenix also entered into a stock restriction agreement with
Devender Bains, pursuant to which Mr. Bains issued an irrevocable
proxy to Phoenix until the recapitalization is completed, which,
together with the shares received in connection with the initial
investment, gives Phoenix effective control over 53% of the
Company's voting stock.

In connection with the investment, Phoenix III has agreed to loan
to the Company up to $0.4 million. The loan is secured by
substantially all of the assets of the Company. The Company has
drawn down approximately $80,000 of the loan immediately, $30,000
of which is immediately available to the Company and $50,000 of
which has been placed into an escrow fund to be made available at
such time as the Company completes its recapitalization.
Generally, the remaining portion of the commitment is reserved for
specific, enumerated purposes, and Phoenix III retains substantial
discretion over the availability of the funds.

                        *    *    *

As reported in the Dec. 8, 2004, edition of the Troubled Company
Reporter, Amplidyne Inc.'s  financial statements have been
presented on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business.  The liquidity of the Company has been
adversely affected in  recent years by significant losses from
operations.  The Company incurred losses of $364,542 for the nine
months ended September 30, 2003, has no cash and has seen its
working capital decline by $311,256 to $106,819 since the
beginning of the fiscal year.  Current liabilities exceed cash and
receivables by $872,151 indicating that the Company  will have
difficulty meeting its financial obligations for the balance of
this fiscal year. These factors raise substantial doubt as to the
Company's ability to continue as a going concern.  Recently,
operations have been funded by loans from the Chief Executive
Officer and costs have been cut through substantial reductions in
labor and operations.

Management is seeking additional financing and intends to
aggressively market its products, control operating costs and
broaden its product base through enhancements of products.  The
Company believes that these measures may provide sufficient
liquidity for it to continue as a going concern in its present
form.  

With little remaining cash and no near term prospects of private
placements, options or  warrant exercises and reduced revenues,
management believes that the Company will have great difficulty
meeting its working capital and litigation settlement obligations
over the next 12 months.  The Company is presently dependent on
cash flows generated from sales and loans from officers to meet
its obligations. Failure to consummate a merger with an
appropriate partner or to substantially improve revenues will have
serious  adverse consequences and, accordingly, there is
substantial doubt about the Company's ability to remain in
business over the next 12 months.  There can be no assurance that
any financing will be available to the Company on acceptable
terms, or at all. If adequate funds are not available, the Company
may be required to delay, scale back or eliminate its research,
engineering and development or manufacturing programs or obtain
funds through arrangements with partners or others that may
require the Company to relinquish rights to certain of its
technologies or potential products or other assets.  Accordingly,
the inability to obtain such financing could have a material  
adverse effect on the Company's business, financial condition and
results of operations.


ANC RENTAL: Court Fixes March 18 as Administrative Claims Bar Date
------------------------------------------------------------------
ANC Rental Debtors and the Official Committee of Unsecured
Creditors sought and got the Court to:

   (1) establish March 18, 2004 at 4:00 p.m. prevailing
       Eastern Time as the last day and time within which
       parties may file and serve requests for allowance of
       claims incurred after the Petition Date and on before
       January 30, 2004 for:

       (a) reimbursement of administrative expenses; and

       (b) compensation and expense reimbursement for substantial
           contribution to the Debtors' Chapter 11 cases;

   (2) approve the form and manner of notice of the
       Administrative Claims Bar Date; and

   (3) approve procedures for the adjudication of
       Administrative Claims.

The March 18, 2004, Administrative Claims Bar Date will provide
sufficient time for all administrative expense claimants to file a
written request for allowance of their administrative expenses.  

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)


ARCH COAL: Board Declares Quarterly Dividends
---------------------------------------------
The board of directors of Arch Coal, Inc., declared a quarterly
dividend of $.0575 per share on the company's common stock (NYSE:
ACI).  The dividend is payable March 15, 2004, to shareholders of
record on March 5, 2004.  The board also declared a quarterly
dividend of $.625 per share on the company's preferred stock
(NYSE: ACI_p). The dividend is payable April 30, 2004, to
shareholders of record on April 16, 2004.

Arch Coal (S&P, BB+ Corporate Credit Ratying, Negative) is the
nation's second largest coal producer, with subsidiary operations
in West Virginia, Kentucky, Virginia, Wyoming, Colorado and Utah.
Through these operations, Arch Coal provides the fuel for
approximately 6% of the electricity generated in the United
States.


ARCHIBALD CANDY: Judge Approves Bid Procedures for Asset Sale
-------------------------------------------------------------
Archibald Candy Corporation announced that the U.S. Bankruptcy
Court for the Northern District of Illinois has approved bid
procedures that will enable the company to move forward with its
proposed sale of selected assets, in accordance with Section 363
of Chapter 11 of the U.S. Bankruptcy Code.

Alpine Confections, Inc. has agreed to purchase selected assets,
including the Fannie May and Fanny Farmer brands, intellectual
property and 31 company- owned retail stores for $18 million. The
Alpine Confections offer is subject to higher or better offers. In
addition, the bid procedures contemplate Alpine Confections
receiving a $540,000 breakup fee if another bid is accepted.

The bidding procedures set March 30, 2004 as the deadline for
receipt of bids for an auction to be held on April 1, 2004. The
date for the court hearing to approve the sale is April 2, 2004.
The bidding procedures allow parties interested in purchasing
selected assets of Archibald Candy Corporation to do so as long as
Archibald will obtain greater value from such offers than under
the offer submitted by Alpine Confections. As a result, parties
interested in submitting a competing proposal will have the
opportunity to bid for the Intellectual Property (i.e., the Fannie
May and Fanny Farmer brand names), and the 31 company-owned retail
stores, either as separate assets or as a combined package.

In connection with the asset purchase agreement, Alpine
Confections received an interim license to manufacture Fannie May
candy and distribute it through third-party retailers such as
supermarkets and drug store chains. The Fannie May product is
being produced at Alpine facilities, according to Fannie May
specifications, and first shipments of the licensed product are
being delivered to Chicago-area retail stores this week.

The Bankruptcy Court also approved settlement agreements entered
into between Archibald and two if its unions -- SEIU Local 1 and
International Union of Operating Engineers Local 399. The approved
settlement will enable more than 400 union employees to receive
expedited payments of claims that otherwise might not get paid due
to Bankruptcy Code payment priorities.

Jim Ross, Chief Restructuring Officer for Archibald, said, "Having
established bid procedures and an opening bid for the Fannie May
and Fanny Farmer businesses, our financial stakeholders are now
assured that they will receive a fair and equitable price for the
sale of those assets. We are also pleased that the Court has
approved the union settlements that were negotiated for the
benefit of our former employees. Our stakeholders have agreed to
make expedited payments on claims that might not otherwise receive
any payments under the Bankruptcy Code."

New York-based merchant banking firm Paragon Capital Partners, LLC
is advising Archibald Candy Corporation in connection with the
Fannie May/Fanny Farmer transaction, and conducted a sale process
that resulted in the agreement with Alpine Confections. In
connection with the upcoming Auction, Paragon Capital Partners is
orchestrating a process to solicit any and all competing bids for
the company's intellectual property and 31 company-owned retail
stores, either as separate transactions or as a combined
transaction.

Parties interested in exploring a potential acquisition of these
assets are directed to contact Michael Levy of Paragon Capital
Partners at 212.894.0275 or by email at mlevy@paragoncp.com .
Paragon Capital Partners is located at 450 Park Avenue, Suite 300,
New York, New York 10022.

               About Archibald Candy Corporation

Chicago-based Archibald Candy Corporation, manufacturer and
retailer of boxed chocolates and other confectionery items, filed
for Chapter 11 protection (Bankr. N.D. Ill. Case No.: 04-03200) on
January 28, 2004. John P. Sieger, Esq. of Jenner & Block LLC
represents the debtor in its restructuring efforts. When it filed
for bankruptcy, it listed estimated assets at $10-50 million and
estimated debts at $50-100 million.


ASPECT COMM: Comerica Bank-Led Group Extends $100M Credit Facility
------------------------------------------------------------------
Aspect Communications Corporation (Nasdaq: ASPT), a leading
provider of enterprise customer contact solutions, announced that
on Feb. 13, 2004, it entered into a $100 million revolving credit
facility led by Comerica Bank, which is also administrative agent,
and The CIT Group/Business Credit Inc., as collateral agent. Also
participating in the facility are Fleet National Bank, GE
Commercial Finance, Key Bank and US Bank.
    
This new credit facility replaced Aspect's prior $50 million
credit facility entered into on Aug. 9, 2002, with Comerica Bank
and CIT. Simultaneously Aspect utilized the new facility to
refinance its existing $39 million in long-term borrowings.

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


ATLANTIC COAST: S&P Assigns Junk Rating to $125 Million Notes
-------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Atlantic Coast Airlines Holdings Inc.'s (B-/Negative/--) $125
million convertible notes due 2034, offered under Rule 144A with
registration rights.

"The ratings on Atlantic Coast reflect its relatively small size
within the high-risk U.S. airline industry and substantial
operating lease burden, mitigated to some extent by revenue
stability that has been provided by fee-per-departure contracts
with major airline partners," said Standard & Poor's credit
analyst Betsy Snyder.

Atlantic Coast currently operates two regional airlines that offer
feeder service for both United Air Lines Inc. and Delta Air Lines
Inc., primarily along the East Coast and in the Midwest and
Canada, under fee-per-departure agreements. Fee-per-departure
flying enables both United and Delta to take full control of the
seats Atlantic Coast flies for them as well as responsibility for
all risks, including fuel and the sale of seats. These agreements
reduce operating and financial risks for a regional airline in
periods of economic weakness, resulting in more stable earnings
and cash flow. However, in July 2003, Atlantic Coast announced
that it planned to establish a new low-fare, independent airline,
to be called Independence Air, and based at Dulles, anticipating
that its relationship with United will end when United exits from
bankruptcy protection. The transition to a low-fare, independent
airline from a regional feeder airline for a large network carrier
will entail several risks. While the company does benefit from its
large market presence at Dulles, where there is presently no low-
fare competition, it could find itself competing against other
low-fare carriers at relatively nearby airports (e.g., Southwest
Airlines Co. at Baltimore), and potential replacement United
Express partners, as well as United's low-fare Ted operation, at
Dulles. In addition, there will be less stability in the company's
revenues and cash flow than it enjoyed under the fee-per-departure
agreement it had with United. Under bankruptcy rules, United has
the option to assume the existing fee-per-departure agreement with
Atlantic Coast by agreeing to honor all terms in full or to reject
the agreement. Atlantic Coast expects United to reject those
terms, when it emerges from bankruptcy in mid-2004. Whether the
contract is rejected or not, Independence Air expects to begin
operations by Nov. 1, 2004. Atlantic Coast has indicated that the
Delta Connection partnership may be terminated as well due to its
new operating strategy.

Atlantic Coast's planned transition to an independent, low-fare
airline entails significant risks. Failure to execute the new
strategy successfully could result in a downgrade.


AURORA FOODS: Court Okays Proposed Interim Compensation Protocol
----------------------------------------------------------------
Aurora Foods, Inc., and its debtor-affiliates filed applications
to employ a number of Professionals whose services will be central
to their restructuring efforts.  The Debtors also anticipate that
they may need to employ other professionals or special counsel as
their Chapter 11 cases progress.  In addition, the statutory
committee of unsecured creditors appointed in these cases has
retained counsel and other professionals to assist it in the
performance of its official duties.

At the Debtors' request, Judge Walrath approves uniform
procedures for compensating and reimbursing bankruptcy
professionals on a monthly basis.

According to Eric M. Davis, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, the interim
compensation procedures are devised to:

   (a) permit the Court and other parties to more effectively
       monitor the professional fees incurred in the Debtors'
       Chapter 11 cases;

   (b) provide stability and predictability to the Debtors'
       cash flows; and

   (c) avoid imposing a financial burden on the Professionals.

The monthly payment of compensation of fees and reimbursement
of expenses of the Professionals is structured as:

A. On or before the 25th day of each month following the month
   for which compensation is sought, each professional will
   submit a monthly statement to:
   
   * the Debtors and their counsel,
   * the Office of the U.S. Trustee,
   * the counsel for the Debtors' lenders, and
   * the counsel to the Creditors Committee.

   Each recipient will have 20 days after the filing of the
   Monthly Statement to review it.  If none of the recipients
   objects, the  Debtors will promptly pay an actual interim
   payment equal to the lesser of:

   -- 80% of the fees and 100% of the expenses requested in the
      Monthly Statement; or

   -- 80% of the fees and 100% of the expenses not subject to an
      objection;

B. If any Notice Party objects to a Professional's Monthly
   Statement, the objecting party must file a written objection
   with the Court and serve this on the Professional and each of
   the Notice Parties so that it is received on or before the
   Objection Deadline.  Then, the objecting party and the
   Professional may attempt to resolve the Objection on a
   consensual basis.  If the parties are unable to reach a
   resolution within 20 days after the Objection was served, the
   Professional may either:

   (a) file a response to the Objection with the Court, together
       with a request for payment of the difference, if any,   
       between the Maximum Payment and the Actual Interim Payment
       made to the affected Professional -- the Incremental
       Amount; or

   (b) forego the payment of the Incremental Amount until the
       next interim or final fee application hearing, at which
       time the Court will consider and dispose of the Objection,
       if requested by the parties;

C. Beginning with the period ending on February 29, 2004, at
   three-month intervals, or at the other intervals convenient to
   the Court, each of the Professionals must file an interim fee
   application for compensation and reimbursement of expenses
   sought in the Monthly Statements filed during the period.  
   Each Professional will serve:

   (a) its Interim Fee Application on the Notice Parties; and

   (b) notice of the Interim Fee Application on all parties that
       have entered their appearance under Rule 2002 of the
       Federal Rules of Bankruptcy Procedure.  The Notice must:

          (i) identify the Professional seeking compensation;

         (ii) disclose the period for which the payment of fees
              and reimbursement of expenses are being sought; and

        (iii) describe the amount of the fees and expenses
              sought.
  
   The Interim Fee Application must include a summary of the
   Monthly Statements that are the subject of the request, but
   need not include the narrative discussion generally included
   in monthly fee applications.   

   Each Professional must file Interim Fee Applications within
   45 days after the end of the Interim Fee Period.  The first
   Interim Fee Application should cover the Interim Fee Period
   from the Petition Date through and including February 29,
   2004.  Any professional who fails to file an Application when
   due will not be eligible to receive further payment of any
   fees or expenses until the Application is submitted;

D. The Court will schedule a hearing on the Interim Fee
   Applications at least once every six months, or at other
   intervals as the Court deems appropriate.  The Court, in its
   discretion, may approve an uncontested Interim Fee Application
   without the need for a hearing, upon the Professional's filing
   of a certificate of no objection.  Upon the Court's allowance
   of a Professional's Interim Fee Application, the Debtors will
   promptly pay all the Professional's requested fees, including
   the 20% holdback and costs not previously paid;

E. The pendency of an Objection to payment of compensation or
   reimbursement of expenses will not disqualify a Professional
   from the future payment of compensation or reimbursement of
   expenses;

F. Neither the payment of nor the failure to pay, in whole or in
   part, monthly interim compensation and reimbursement of
   expenses, nor the filing of or failure to file an Objection,
   will bind any party-in-interest or the Court with respect to
   the allowance of interim or final applications for
   compensation and reimbursement of expenses; and

G. All fees and expenses paid to Professionals are subject to  
   disgorgement until final allowance by the Court.

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


AVADO BRANDS: Asks Okay to Tap BSI as Claims and Notice Agent
-------------------------------------------------------------
Avado Brands, Inc., and its debtor-affiliates, ask permission from
the U.S. Bankruptcy Court for the Northern District of Texas to
appoint Bankruptcy Services, LLC, as their Claims and Noticing
Agent in their bankruptcy proceedings.

The Debtors identified about 40,000 creditors, potential creditors
and other parties-in-interest to whom certain notices, including
notice of the commencement of the chapter 11 cases and voting
documents, must be sent.

To relieve the Clerk's Office from the burden of receiving,
docketing, maintaining, photocopying and transmitting proofs of
claim in these cases, the Debtors bring-in BSI, an independent
third party to act as an agent of the Court.

The Debtors anticipate that BSI will:

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

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

         ii) a notice of the claims bar date;

        iii) notices of objections to claims;
     
         iv) notices of any hearings on a disclosure statement
             and confirmation of a plan or plans of
             reorganization; and

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

     b) within five business days after the service of a
        particular notice, file with the Clerk's Office a
        certificate or affidavit of service that includes:

          i) a copy of the notice served,

         ii) a list of persons on whom the notice was served,
             along with their addresses, and

        iii) the date and manner of service;

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

     d) maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in      
        a claims database that includes the following
        information for each such claim or interest asserted;

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

         ii) the date the proof of claim or proof of interest
             was received by BSI and/or the Court;

        iii) the claim number assigned to the proof of claim or
             proof of interest;

         iv) the asserted amount and classification of the
             claim; and

          v) the applicable Debtor against which the claim or
             interest is asserted;

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

     f) mail a notice of bar date approved by the Court for the
        filing of a proof of claim and a form for filing of a
        proof of claim to each creditor notified of the filing;

     g) transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     h) maintain an up-to-date mailing list for all entities
        that have filed proofs of claim or proofs of interest
        and make such list available upon request to the Clerk's
        Office or any party-in-interest;

     i) provide access to the public for examination of copies
        of the proofs of claim or proofs of interest filed in
        these cases without charge during regular business
        hours;

     j) record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e), if directed to do
        so by the Court;

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

     l) provide temporary employees to process claims, as
        necessary;

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

     n) provide such other claims processing, noticing,
        balloting, and related administrative services as may be
        requested from time to time by the Debtors.

BSI's professional hourly fees are:

          Professional             Billing Rate
          ------------             ------------
          Kathy Gerber             $210 per hour
          Senior Consultants       $185 per hour
          Programmer               $130 to $160 per hour
          Associate                $135 per hour
          Data Entry/Clerical      $40 to $60 per hour
          Schedule Preparation     $225 per hour

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


BAYOU STEEL: Emerges from Chapter 11 Protection
-----------------------------------------------
Bayou Steel Corporation has completed all required transactions
and satisfied all remaining conditions for its reorganization
plan, allowing the Company to emerge from Chapter 11 bankruptcy
protection on February 18, 2004.

"Bayou's reorganization has addressed several areas," according to
Jerry M. Pitts, President and COO. "Bayou was burdened with
significant debt at a time when record high energy costs were
incurred, steel imports surged, and the economy slumped over an
extended period of time. The Chapter 11 provided Bayou and its
management team with sufficient time to develop a comprehensive
three-year business plan. Since finalizing the business plan in
September 2003, Bayou has been successfully implementing the plan,
as EBITDA and revenues have exceeded projections. Through the
cooperation of our bondholders, our creditors and our employees,
we have been able to reduce debt and control costs. We are
emerging as a much more competitive and financially stronger
company," Pitts said.

Bayou Steel Corporation closed on $30 million in new bonds and a
new $45-million working capital facility provided by Fleet
Capital. The principal on the new bonds is due in 2011. The new
three year working capital facility improves liquidity while
providing significant flexibility. The reorganization removes
approximately $105 million of debt in addition to eliminating over
$25 million of potential litigation claims and cancels the old
equity in Bayou. Pursuant to the Company's reorganization plan,
the new equity of the company has been issued to the holders of
the old Notes.

In conjunction with emergence, the company's previous Board of
Directors was replaced by a new Board of Directors. The Board
members are: Charles W. McQueary, Christopher W. Parker, Jerry M.
Pitts, Timothy A. Somers, and Thomas T. Thompson. Mr. Pitts is a
carryover member from the previous Board. The senior management
team in both LaPlace, Louisiana and Harriman, Tennessee remains in
place. Pitts noted that "the benefit of a seasoned and experienced
management team, as well as our management team's stability,
together with the contributions from all our employees, were
instrumental to Bayou's successful emergence from Chapter 11."

Pitts expressed his appreciation to Bayou's 500 employees for
their sacrifices, as well as the consistently outstanding customer
service they delivered during the restructuring process. "The
effort of our employees has been nothing short of phenomenal. I
truly believe that our customers and the general public have been
rooting for us to succeed, and that the groundswell of support was
generated in large part by the professionalism and dedication of
our employees," said Pitts.

"Many other parties have also played key roles in making all of
this possible and we would like to thank them for enabling us to
reorganize and emerge a much stronger company," said Pitts.
"Throughout the process, our customers, our vendors, our
bondholders, and our communities have been steadfast in their
support. Finally, we were gratified that all creditor groups voted
overwhelmingly in support of our Plan of Reorganization."

Pitts also emphasized that the new Bayou has a capital structure
and adequate liquidity to succeed as it goes forward. "Bayou will
remain a customer-focused steel company and will maintain its
presence in all current product lines. Now that we have concluded
this very difficult process, I look forward to working together
with our employees and new Board of Directors to grow our business
profitably."


BETHLEHEM: Court Says $11.8M Swiss Insurance Claim Was Timely
-------------------------------------------------------------
Amwest Surety Insurance Company issued a Workers' Compensation
Self-Insurer Bond, Bond No. 1369901, for $13,800,000, on behalf
of Debtors Lukens, Inc., Lukens Steel Company, Washington Steel
Corporation, LI Service Company, and various related or
predecessor corporations of the Bethlehem Steel Debtors, including
Lukens Management Corporation and National Roll Company, on
May 29, 1998.  The Bond was issued in favor of the Bureau of
Workers' Compensation of the Department of Labor and Industry of
the Commonwealth of Pennsylvania.

The Bureau subsequently limited Amwest's obligations under the
Amwest Bond pursuant to a Termination of Principal Surety Bond
Rider as to:

   (a) National Roll Company, as of August 1, 1987;
   (b) Washington Steel, as of December 29, 1996; and
   (c) Lukens Inc., as of May 29, 1998.

Amwest secured Swiss Reinsurance America Corporation's
reinsurance of its obligations under the Amwest Bond by means of
a Reinsurance Agreement in favor of the Commonwealth of
Pennsylvania, for $11,800,000.  Amwest executed the Reinsurance
Agreement pursuant to a limited power of attorney from Swiss.

In consideration for Amwest's issuance of the Amwest Bond and
Swiss' issuance of the Reinsurance Agreement, and as an
inducement for the issuance, Debtor Bethlehem Steel Corporation
executed a Commercial Surety General Indemnity Agreement.

The Indemnity Agreement provides, among other things, that
Bethlehem Steel will pay to Swiss, on demand, all losses, costs,
damages, attorneys' fees and expenses of whatever kind or nature
which arise by reason of, or in consequence of, Amwest's issuing
a bond or Swiss' reinsuring a bond on behalf of Bethlehem Steel,
or at Bethlehem Steel's request.

On June 7, 2001, Amwest became the subject of liquidation
proceedings in the District Court of Lancaster County, Nebraska.
Pursuant to the Order of Liquidation and Nebraska's statutory
scheme, all Amwest bonds were cancelled as of July 6, 2001.

When the Debtors filed their voluntary Chapter 11 petition, they
did not include Amwest or Swiss as creditors.  Swiss, in
particular, did not receive notice of the claims bar date.

At the time of, or at any time prior to, the claims bar date,
Swiss had no obligation to make any payments on the Debtors'
behalf, and, thus, had no claim against the Debtors.  The Debtors
continued to make payments to honor their self-insured workers'
compensation obligation until April 2003.

On April 24, 2003, the Bureau notified Swiss that the Debtors had
ceased honoring their Workers' Compensation obligations.  After
investigating the claim, Swiss began making payments on May 23,
2003, to cover the Debtors' self-insured workers' compensation
obligations.

As of August 1, 2003, Swiss has made $253,447 in payments.  
Swiss' projected ongoing and future payments consist of $80,000
in payments per month, up to the $11,800,000 amount of the
Reinsurance Agreement.

Marilyn Klinger, Esq., at Sedgwick, Detert, Moran & Arnold LLP,
in Los Angeles, California, tells the Court that Swiss'
$11,800,000 Claim must be deemed as timely filed since Swiss'
obligation, as a surety guaranteeing the Debtors' self-insured
workers' compensation obligations, arose postpetition and after
the claims bar date had passed.

The Bankruptcy Code provides that proofs of claim for surety
obligations arising after the claims bar date are to be treated
as timely filed, Ms. Klinger says.

Accordingly, Judge Lifland deems Swiss' $11,800,000 Claim as
timely filed.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- is the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Harvey R. Miller, Esq., Jeffrey L. Tanenbaum, Esq., and
George A. Davis, Esq., at WEIL, GOTSHAL & MANGES LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,266,200,000 in total assets and $4,420,000,000 in liabilities.
(Bethlehem Bankruptcy News, Issue No. 51; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BOISE CASCADE: State Street Bank Discloses 10.3% Equity Stake
-------------------------------------------------------------
State Street Bank and Trust Company, Acting in Various Fiduciary
Capacities, beneficially owns 6,500,341 shares (includes 3,308,962
shares CNV PFD STK-DISP RATIO-1 PFD =.80357 common shares),
representing 10.3% of the outstanding common stock of Boise
Cascade Corporation.  The Bank and Trust Company holds sole voting
power over 2,035,397 shares; shared voting power over 5,155,839
shares (includes 3,308,962 shares CNV PFD STK-voting ratio 1 PFD =
1 common shares); sole dispositive power over 2,152,317 shares;
and shared dispositive power over 4,348,024 shares (includes
3,308,962 shares CNV PFD STK-dispositive ratio-1 PFD =.80357
common shares).

The ownership of more than five percent of this stock is on behalf
of Boise Cascade Corporation Savings and Supplemental Retirement
Plan, ESOP Portion equals 6.9%.  

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

                 http://www.bc.com/


BOSTON CHICKEN: Trustee Prepares to Pay 2nd $1,000,000 Dividend
---------------------------------------------------------------
Gerald K. Smith, the Plan Trustee appointed under the chapter 11
plan confirmed by the Court for Boston Chicken, Inc., proposes to
distribute $1,000,000 to holders of bonds and other unsecured
claims against the failed restaurant chain's estates.

In a Motion filed with the U.S. Bankruptcy Court in Phoenix last
week, Mr. Smith asks Judge Case to rubber-stamp his plan to make
a second distribution to holders of allowed claims.  In late 2001,
Mr. Smith made a $2,000,000 distribution to unsecured creditors,
returning $2.74 to each holder of a $1,000 claim.

Boston Chicken, Inc., filed for chapter 11 bankruptcy protection
in October 1998.  On January 6, 2000, the Company announced that
it and its Boston Market-related subsidiaries had filed a joint
Plan of Reorganization and related Disclosure Statement with the
U.S. Bankruptcy Court for the District of Arizona (Bankr. Case
Nos. 2-98-12547 through 2-98-12570).  The basis of the Plan of
Reorganization was an asset purchase agreement dated November 30,
1999 among the Debtors, as Sellers, Golden Restaurant Operations,
Inc., a wholly-owned subsidiary of McDonald's Corporation, as
Buyer, and McDonald's, as guarantor of certain of GRO's
obligations under the Asset Purchase Agreement.  Under the terms
of the Asset Purchase Agreement, GRO purchased substantially all
of the assets of the Debtors and assume certain liabilities of the
Debtors for approximately $173.5 million.  

The Third Modified Plan provides that no distribution of less
than $25.00 would be made to an allowed unsecured claimant
unless so specifically requested. There was no bar date set as
to when the request must be made.


BUFFETS INC: $310 Million Bank Loan Gets S&P's B+ Rating  
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating, along
with a recovery rating of '4', to Buffets Inc.'s amended and
restated $310 million bank loan. The rating is at the same level
as the corporate credit rating; this and the '4' recovery rating
indicate the expectation of a marginal (25%-50%) recovery of
principal in the event of a default. Proceeds will be used to
refinance the company's existing credit facility, repurchase $50
million of its senior subordinated notes, and/or repay bank
indebtedness, and redeem $18.6 million of Buffets Holdings' senior
subordinated notes.

At the same time, Standard & Poor's affirmed its outstanding
ratings on Buffets, including the 'B+' corporate credit rating,
and removed them from CreditWatch, where they were placed with
negative implications on Jan. 27, 2004. The outlook is negative.

"The ratings on Buffets reflect the company's participation in the
highly competitive restaurant industry, poor operating
performance, weak cash flow protection measures, and a highly
leveraged capital structure," said Standard & Poor's credit
analyst Robert Lichtenstein. "These factors are somewhat offset by
the company's established market position in the buffet/cafeteria
segment of the restaurant industry."

Eagan, Minnesota-based Buffets is the largest operator of buffet-
style restaurants in the U.S. The company's two core brands, Old
Country Buffet and Home Town Buffet, command a 25% share of the $4
billion buffet/cafeteria segment of the restaurant industry.
Still, the sector is a small part of the $280 billion industry,
with family dining, casual, and quick-service restaurants
providing competition.

A weak economy and an intensely competitive restaurant environment
have negatively affected operating performance, though performance
started to stabilize in the fiscal second quarter of 2004 ended
Dec. 17, 2003. Same-store sales rose 2.3% in the second quarter
after decreasing 2.1% in the first quarter of fiscal 2004 and 4.2%
in all of fiscal 2003. Operating margins for the 12 months ended
Dec. 17, 2003, dropped to 15% from 16% the year before, and are
well below the more than 17% at the end of fiscal 2001. The margin
decrease was due to a decline in sales leverage, an increase in
food costs due to a change in menu offerings, and higher utility
costs.


CHAMPIONLYTE: Prices Up to 51MM Stock Offering at $0.15 per Share
-----------------------------------------------------------------
ChampionLyte Products Inc. is offering 6,666,666 shares of its
common stock at $0.15 per share. In addition, the Company's
selling security holders are offering to sell 43,206,507 shares of
the Company's common stock and 1,076,400 shares of its common
stock issuable in connection with their conversion of ChampionLyte
options and warrants.

ChampionLyte Holdings, Inc., formerly ChampionLyte Products Inc.,  
is a fully reporting public company whose shares are quoted on the
OTC Bulletin Board under the trading symbol CPLY. Its recently
formed beverage division, ChampionLyte Beverages, Inc., a Florida
corporation, manufactures, markets and sells ChampionLyte(R), the
first completely sugar-free entry into the multi-billion dollar
isotonic sports drink market. Its The Old Fashioned Syrup Company
subsidiary manufactures, distributes and markets three flavors of
sugar-free syrups. The products are sold in more than 20,000
retail outlets including some of the nation's largest supermarket

The company's June 30, 2003, balance sheet reports that its
current debts exceed current assets by about $955,000 while total
stockholders' deficit tops $1.3 million.


CEDAR BRAKES II: S&P Hatchets Senior Secured Bond Rating to CCC+
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its rating on Cedar
Brakes II LLC's $431.4 million senior secured bonds to 'CCC+' from
'B-'. The outlook is negative.

The rating action follows the downgrade of El Paso Corp.'s
corporate credit rating to 'B-' from 'B' and the related downgrade
of the senior unsecured rating to 'CCC+' from 'B-'.

"Cedar Brakes II obtains electricity from El Paso Merchant Energy
L.P., under purchased-power agreements, which is then sold to
Public Service Electric & Gas Co. (PSE&G; BBB/Stable/A-2)," noted
Standard & Poor's credit analyst Michael Messer. "The obligations
of EPM under the PPAs are guaranteed by El Paso. The rating on
Cedar Brakes II is therefore constrained by the minimum of the
senior unsecured rating on either El Paso as the mirror PPA
guarantor or PSE&G (which has a 'BBB-' implied senior unsecured
rating) as the offtaker," he continued.

The rating action on Cedar Brakes II is solely a function of the
El Paso rating action. There have been no other events that have
changed Standard & Poor's opinion on the structure, which has
operated as designed in the transaction documents.

The negative outlook reflects that of El Paso as the mirror PPA
guarantor. The rating on El Paso could further decline if
management falls short on its reorganization plans or if
weaknesses in operating cash flow from core businesses persist.
El Paso's recent revision of its reserve estimates 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.   


CHARTER COMMS: Shareholders' Deficit Tops $175 Million in December
------------------------------------------------------------------
Charter Communications, Inc. (Nasdaq:CHTR) reported financial and
operating results for the three months and year ended December 31,
2003.

The Company's financial flexibility improved in 2003 through a
disciplined, incremental approach to improving its balance sheet
and liquidity, generating un-levered free cash flow for the first
time in its history. Negative free cash flow was reduced from
$1.479 billion in 2002, to $70 million in 2003, through
disciplined capital spending and maintaining overall operating
costs. While focused on improving the Company's balance sheet and
liquidity, and reorganizing its operations, Charter posted 6%
revenue growth and 7% adjusted EBITDA growth year over year.

Charter Communication's December 31, 2003 balance sheet shows a
shareholders' equity deficit of $175 million

                       Financial Highlights

-- Exchanged $1.866 billion of indebtedness for $1.572 billion of
   indebtedness, extending maturities and capturing approximately
   $294 million of debt discount.

-- Issued $500 million of senior notes with proceeds used to repay
   bank debt, providing additional financial flexibility for use
   of the Company's credit facilities.

-- Completed the sale of a cable television system in Port
   Orchard, Washington for $91 million, the first step in the
   Company's announced strategy to divest of geographically non-
   strategic assets. The sale generated a gain on the sale of
   assets in excess of $20 million, and the proceeds from this
   sale were used to repay bank debt.

-- Entered into an agreement with Atlantic Broadband Finance, LLC
   to divest of other geographically non-strategic cable systems
   for approximately $765 million, subject to certain closing
   conditions, potential price adjustments and regulatory review.
   Cash proceeds from the sale are now expected to approximate
   $740 million, subject to the above conditions, adjustments and
   review, and will be used to repay bank debt. The Company now
   expects to close this transaction ahead of schedule in the
   first quarter of 2004.

                  Operating Highlights

-- Income from operations more than tripled from $43 million in
   the fourth quarter of 2002 to $138 million in the comparable
   period of 2003, excluding certain non-cash items. Income from
   operations grew approximately 41% from $316 million in 2002 to
   $444 million for the year ended December 31, 2003, excluding
   certain non-cash items.

-- High-speed data revenues increased 65% year over year as a
   result of impressive unit growth of 437,400 customers in 2003,
   an increase of 39% as compared to the prior year. Bundled
   customers increased 35% in 2003 and represent 22% of our
   customer relationships as compared to 16% a year ago.

-- Revenues increased 6%, to $4.819 billion and adjusted EBITDA
   grew 7% to $1.927 billion for the year ended December 31, 2003,
   as compared to the prior year. Fourth quarter revenues grew 2%
   to $1.217 billion, and adjusted EBITDA increased 6% to $484
   million as compared to the fourth quarter of 2002.

Charter President and CEO Carl Vogel said, "2003 was a year of
transition as we reorganized our operations, made significant
changes in our management team, and completed call center
consolidations and billing conversions. Even in this transition
year, we accomplished much, which we believe positions the Company
to improve sales, customer satisfaction and operating performance
in 2004. We made significant progress in improving our financial
position and we continue to evaluate opportunities to reduce
intermediate term debt maturities and leverage."

Mr. Vogel said Charter is focused on driving revenue growth in
2004 by defending its existing customer base, and delivering
advanced services that will enhance the digital video product,
reduce churn and continue to drive high-speed data growth. "We
believe that the breadth of our advanced products, including video
on demand, subscription video on demand, high definition services
including local broadcasters where available, and personal video
recorders, together with competitive price-value packaging and
quality customer care, will stabilize and expand our number of
customer relationships and revenue generating units. We believe
our attractively priced platform of products and continued
disciplined toward capital spending and expense controls will
better enable us to accomplish these objectives going forward."

                     Year to Date Results

Total 2003 revenues were $4.819 billion, an increase of $253
million, or 6%, over last year's revenues of $4.566 billion. This
increase is principally the result of growth in high-speed data
revenues, as well as increased video and commercial revenues. For
the year ended December 31, 2003, high-speed data revenues
increased $219 million, or 65%, primarily due to customer growth.
Video revenues increased $41 million, or 1%, for the year,
primarily due to price increases, which were partially offset by a
decline in video customers and free periods included in
promotional offers. Commercial revenues increased $43 million, or
27%. These increases were offset by a decline in advertising
revenues of $39 million, or 13%, due to reduced vendor-related
advertising in 2003.

Operating costs and expenses, which are an aggregation of
Charter's operating expenses and selling, general and
administrative expenses, rose $122 million, or 4%, compared to the
year ended December 31, 2002, primarily due to increased
programming and service costs, partially offset by a reduction in
marketing expenses.

Income from operations for the year ended December 31, 2003,
totaled $516 million, an increase of $4.838 billion from the
$4.322 billion loss reported a year ago. This change was mainly
attributable to the 2002 franchise impairment charge of $4.638
billion. Excluding the impairment charge and $72 million of income
recognized from renegotiating an unfavorable programming contract,
as described below, and other settlements in 2003, income from
operations grew approximately 41% from $316 million in 2002 to
$444 million for the year ended December 31, 2003.

Net loss applicable to common stock and loss per common share for
the year ended December 31, 2003, declined to $242 million and 82
cents, respectively, partially due to a favorable gain from a debt
exchange of $267 million on September 23, 2003, and the items
discussed above. Charter reported net loss applicable to common
stock and loss per common share of $2.517 billion and $8.55,
respectively, for the year 2002.

                 Fourth Quarter Results

For the fourth quarter of 2003, Charter generated revenues of
$1.217 billion, an increase of 2% over last year's fourth quarter
revenues of $1.189 billion. This growth is due primarily to a $49
million, or 47%, increase in high-speed data revenues, reflecting
437,400 additional data customers since December 2002, including
88,100 in the fourth quarter, excluding the impact of the sale of
the Port Orchard, Washington system. This increase was partially
offset by a decline in advertising and video revenues in the
fourth quarter. The Company reported $75 million in advertising
revenues in the fourth quarter of 2003, down from $88 million in
the same 2002 period. Video revenues totaled $854 million in the
quarter as compared to $867 million in 2002 fourth quarter.
Quarterly video revenues in 2003 were negatively impacted by
various promotional pricing offers made in connection with
marketing programs implemented in both the third and fourth
quarter of 2003 and basic customer losses. Commercial revenues
increased $11 million, or 25%, compared to the year ago quarter.

Operating costs and expenses for the fourth quarter 2003 totaled
$733 million, essentially the same as the year ago quarter, as
increases in programming costs were partially offset by a
reduction in marketing and other expenses. Programming costs
increased primarily as a result of rising prices, particularly in
sports programming, and an increase in the number of channels
carried at some system locations. The price and channel increases
were partially offset by decreases in video customers.

Income from operations totaled $210 million, an improvement of
$4.805 billion from the $4.595 billion loss reported in the fourth
quarter a year ago. This change was mainly attributable to the
prior year's charge of $4.638 billion related to the impairment of
franchises. Charter also recorded $72 million of income in 2003,
the majority of which relates to the successful renegotiation of
an unfavorable major programming contract, for which a liability
had been recorded in conjunction with both the Falcon acquisition
in 1999 and the Bresnan acquisition in 2000, for the above-market
portion of that contract, and other settlements. Excluding the
impairment charge and the impact of the income recognized from
unfavorable contracts and other settlements, income from
operations more than tripled from $43 million in the fourth
quarter of 2002 to $138 million in the comparable period of 2003.

Net loss applicable to common stock and loss per common share were
$58 million and 20 cents, respectively, for the 2003 fourth
quarter. For the fourth quarter of 2002, Charter reported net loss
applicable to common stock and loss per common share of $1.872
billion and $6.36, respectively.

                       Liquidity

Net cash flows from operating activities for the year ended
December 31, 2003, were $765 million, an increase of 2% from $748
million reported a year ago. Expenditures for property, plant and
equipment, including capitalized labor and overhead, for the year
totaled $854 million, a decline of approximately 61% from 2002
when capital expenditures totaled $2.167 billion. The decrease in
capital expenditures resulted from a substantial reduction in
rebuild costs as Charter's network upgrade and rebuild were
substantially completed in prior years; consumption of
inventories; negotiated savings in contract labor and network
components, including digital set-top terminals and cable modems;
and reduced volume of installation related activities.

Adjusted EBITDA totaled $1.927 billion for the year ended December
31, 2003, an increase of $131 million, or 7%, compared to the year
2002. During 2003, $26 million was recorded for severance and
related special charges in connection with the Company's
reorganization plan commenced in December 2002, and were partially
offset by a $5 million credit recorded in 2003 related to the 2002
settlement with the Internet service provider Excite@Home. Special
charges totaled $36 million in 2002 principally the result of
severance and related organizational costs of the Company's
operational restructuring. Adjusted EBITDA for the 2003 fourth
quarter was $484 million, a 6% increase over adjusted EBITDA of
$457 million for the year ago fourth quarter.

Successful management of expense and capital spending produced
exponential improvement in free cash flow for the year ended
December 31, 2003. Negative free cash flow was $70 million for the
year 2003, compared to $1.479 billion for 2002. In the fourth
quarter of 2003, negative free cash flow was $166 million, a $241
million improvement from fourth quarter 2002 negative free cash
flow of $407 million. While the Company generated free cash flow
for the first three quarters of 2003, increased capital spending
on revenue generating activities in the fourth quarter, including
the rollout of advanced services and aggressive completion of new
build line extensions, resulted in negative free cash flow for the
fourth quarter and full year. After considering changes in working
capital items, the improvement in free cash flow would have
actually increased by $18 million for the fourth quarter and
decreased by only $52 million for the year 2003.

Charter reported un-levered free cash flow of $1.073 billion for
the year 2003, a $1.444 billion improvement over negative un-
levered free cash flow of $371 million in 2002. For the fourth
quarter of 2003, Charter reported $133 million of un-levered free
cash flow, a $255 million improvement from negative un-levered
free cash flow of $122 million for the fourth quarter of 2002.

At December 31, 2003, the Company had $18.647 billion of
outstanding indebtedness, and $127 million cash on hand. Borrowing
capacity, as limited by financial covenants in Charter's credit
facilities, totaled $828 million at December 31, 2003.

                  Operating Statistics

During 2003, Charter reorganized its workforce, adjusted digital
pricing and packages, completed call center consolidations and
implemented billing conversions. In the first half of 2003,
Charter reduced spending on marketing its products and services.
The reduced marketing activities and other necessary operational
changes negatively impacted customer retention and acquisition,
primarily during the first half of the year. All operating
statistics exclude the impact of the sale of the Port Orchard
system. (See the customer statistics table and related footnotes
in the Addendum to this release for more information.)

Charter increased its marketing efforts and implemented
promotional campaigns during the second half of 2003 to slow the
loss of analog video customers, and to accelerate advanced service
penetration, specifically in high-speed data. As a result, the
Company reported a net increase of 320,700 revenue generating
units (RGUs), or 3%, during 2003 to end the year with 10,693,700
RGUs. The increase in RGUs was driven by a net gain of 437,400
high-speed data and 2,100 digital video customers during the year,
and was partially offset by a net loss of 120,900 analog video
customers over the past twelve months. Charter ended the year with
6,431,300 analog video, 2,671,900 digital video and 1,565,600
high-speed data customers. The Company also ended the year with
24,900 telephony customers, principally in the St. Louis market,
an increase of approximately 9% compared to the end of 2002.

RGUs increased approximately 67,200 compared to the third quarter
of 2003, driven primarily by the addition of 88,100 high-speed
data customers during the fourth quarter. The Company also
reported a sequential net gain of approximately 19,600 digital
video customers during the fourth quarter, and a net loss of
approximately 41,300 analog video customers.

             Use of Non-GAAP Financial Metrics

The Company uses certain measures that are not defined by GAAP
(Generally Accepted Accounting Principles) to evaluate various
aspects of its business. Adjusted EBITDA, un-levered free cash
flow and free cash flow are non-GAAP financial measures and should
be considered in addition to, not as a substitute for, net cash
flows from operating activities reported in accordance with GAAP.
These terms as defined by Charter may not be comparable to
similarly titled measures used by other companies.

Adjusted EBITDA is defined as income from operations before
special charges, non-cash depreciation and amortization,
impairment of franchises, gain on sale of system, option
compensation expense and unfavorable contracts and other
adjustments. As such, it eliminates the significant level of non-
cash depreciation and amortization expense that results from the
capital intensive nature of our businesses and intangible assets
recognized in business combinations as well as other non-cash or
non-recurring items, and is unaffected by our capital structure or
investment activities. Adjusted EBITDA is a liquidity measure used
by Company management and the Board of Directors to measure our
ability to fund operations and our financing obligations. For this
reason, it is a significant component of Charter's annual
incentive compensation program. However, a limitation of this
measure is that it does not reflect the periodic costs of certain
capitalized tangible and intangible assets used in generating
revenues and the cash cost of financing for the Company. Company
management evaluates these costs through other financial measures.

Un-levered free cash flow is defined as adjusted EBITDA less
purchases of property, plant and equipment. This is an important
measure as it takes into account the period cost associated with
capital expenditures used to upgrade, extend and maintain our
plant without regard to our leverage structure.

Free cash flow is defined as un-levered free cash flow less
interest on cash pay obligations. It can also be computed as net
cash flows from operating activities, less capital expenditures
and special charges, adjusted for the change in operating assets
and liabilities, net of acquisitions. As such, it is unaffected by
fluctuations in working capital levels from period to period.

The Company believes that adjusted EBITDA, un-levered free cash
flow and free cash flow provide information useful to investors in
assessing our ability to service our debt, fund continued growth,
and make additional investments with internally generated funds.
In addition, adjusted EBITDA generally correlates to the amount
utilized under the Company's various credit facilities, senior
notes, and senior discount notes for its leverage ratio covenants
(all such documents have been previously filed with the United
States Securities and Exchange Commission). Adjusted EBITDA, as
presented, is reduced for management fees in the amounts of $18
million and $74 million for the three months and year ended
December 31, 2003 and $24 million and $71 million for the three
months and the year ended December 31, 2002, which amounts are
added back for the purposes of leverage covenants. As of December
31, 2003, Charter and its subsidiaries are in compliance with
their debt covenants.

Charter Communications, Inc. is a broadband communications company
operating in 40 states. Charter provides a full range of advanced
broadband services to the home, including cable television on an
advanced digital video programming platform via Charter
Digital(TM) and Charter High-Speed Internet Service. Charter
provides business to business video, data and Internet protocol
(IP) solutions through its Commercial Services Division.
Advertising sales and production services are sold under the
Charter Media brand. More information about Charter can be found
at http://www.charter.com/  


CHET DECKER INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Chet Decker, Inc.
        dba The New Decker Dodge
        300 Lincoln Avenue
        Hawthorne, New Jersey 07506

Bankruptcy Case No.: 04-15223

Type of Business: The Debtor is an automobile dealer selling
                  quality new and pre-owned vehicles.
                  See http://www.chetdecker.fivestardealers.com/

Chapter 11 Petition Date: February 18, 2004

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Chad Brian Friedman, Esq.
                  Howard S. Greenberg, Esq.
                  Ravin Greenberg, PC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: 973-226-1500  

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Fairway Dodge                            $3,500,000
Huntington & Carver
312 Kindermack Road
Westwood, NJ 07675

Arthur Attonito                            $240,000

Valley National Bank                       $180,000

Reyna Capital Corporation                   $42,107

North Jersey Media Group                    $28,805

Royal Guard Etch                            $14,787

The Guardian                                $10,828

Reynolds & Reynolds                          $8,182

Bell & Howell                                $7,865

American National Insurance Company          $4,863

Sentry Select Insurance                      $4,499

PSE&G                                        $4,474

Verizon Yellow Pages                         $4,097

LML Technologies                             $3,020

Easy Care Gap Protection                     $2,700

Nadit Employee Life Insurance Plan           $2,418

PBS                                          $2,364

North Haledon Auto Body                      $2,054

EST Tire Distributors                        $1,902

NJ Car Services, Inc.                        $1,781


COEUR D'ALENE: 4th Quarter Net Loss Decreases to $13.5 Million
--------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) reported fourth
quarter 2003 revenue of $30.6 million, an increase of 6% over
reported revenue of $28.8 million in the fourth quarter of 2002.
For the full year 2003, the Company reported revenue of $109.7
million, up 16% from the $94.5 million reported in the previous
year. The increase was due primarily to the first complete year of
production from the Company's low-cost Cerro Bayo and Martha mines
in South America, which began production in the second quarter of
2002.

During the fourth quarter of 2003, the Company reported a net loss
of $13.5 million, or $0.06 per share, compared to a net loss of
$46.1 million, or $0.44 per share, a year ago. The most recent
fourth quarter included a loss on retirement of debt of $7.6
million and an additional interest payment of $1.1 million
triggered by the exchange in November 2003 of the Company's 9%
Senior Convertible Notes. Excluding these non-recurring items, the
Company would have reported a net loss of $4.8 million in the
recent fourth quarter.

For the full year 2003, the Company reported a net loss of $67.0
million, or $0.40 per share, compared to a net loss of $81.2
million, or $1.04 per share in 2002. The most recent year included
a $41.6 million loss on the early retirement of debt, a $2.3
million loss for the cumulative effect of change in accounting
principle, and an additional interest payment of $7.0 million
triggered by the early retirement of debt. Absent the nonrecurring
items, the Company would have reported a net loss of $16.1 million
for 2003.

In 2003, Coeur continued and substantially completed the
restructuring of its debt by eliminating indebtedness in the
approximate amount of $70 million, constituting approximately 88%
of Coeur's indebtedness as of January 1, 2003. Coeur ended 2003
with $9.6 million in convertible debt outstanding, and on February
11, 2004 Coeur announced that it would redeem this debt for cash
in March 2004. On January 13, 2004, the Company completed an
offering of $180 million of 1.25% Senior Convertible Notes due
2024. Giving effect to these post year-end transactions, Coeur's
cash, cash equivalents and short-term investments at January 31,
2004 stand at approximately $252.7 million.

For the fourth quarter, Coeur realized an average silver price of
$5.18 per ounce compared to an average realized price during last
year's fourth quarter of $4.53 per ounce. For its gold production,
Coeur realized an average price of $359 per ounce during the
fourth quarter of 2003 compared to an average gold price of $324
per ounce during the same period last year. The market prices of
silver (Handy & Harman) and gold (London Final) on February 18,
2004 were $6.73 and $414.50 per ounce, respectively.

                    Overview of Operations

South America

Cerro Bayo (Chile)

-- 1.1 million ounces of silver and 14,982 ounces of gold produced
   during the fourth quarter.

-- Extremely low cash costs of $0.52 per ounce of silver during
   the fourth quarter.

-- Full year silver production of 4.9 million ounces and 67,155
   ounces of gold production in 2003.

-- Cash costs of $0.60 per ounce of silver for the year.

-- Exploration added 2.8 million silver equivalent ounces of
   reserves and 2.4 million tons of resources averaging 3.6 ounces
   of silver per ton and .09 ounces of gold per ton at an average
   discovery cost of $0.09 per ounce.

-- Additional high-grade vein structures intersected during recent
   drilling program.

In its first full year of operations, Cerro Bayo silver production
increased 56% over 2002 levels and gold production increased 49%
over the same period. Continued low cash costs were achieved of
$0.52 per ounce of silver in the fourth quarter and $0.60 per
ounce for the full year 2003.

The Company's exploration program at Cerro Bayo, which was
accelerated in the second half of 2003, resulted in total year-end
proven and probable reserves of 5.4 million ounces of silver and
94,000 ounces of gold. Mineralized material doubled to 3.5 million
tons, averaging 4.83 ounces of silver per ton and 0.10 ounces of
gold per ton. The most significant of the new discoveries in 2003
included extensions of the Javiera and Wendy veins, and the Lucero
and Veronica veins, which are near existing stockworks and can be
brought quickly and economically into production. An additional
130 veins have been identified for further exploration and
possible development upon the 103 square miles surrounding the
property.

The Company has budgeted $3.5 million in 2004 for exploration at
Cerro Bayo designed to increase proven and probable reserves to a
sustained level equal to five year's mine life. Most the new
drilling this year will be focused near the existing mine.

Martha (Argentina)

-- Mined and transported approximately 4,381 tons of ore to Cerro
   Bayo during the fourth quarter, averaging 60 - 70 silver
   equivalent ounces per ton.

-- Total reserves of 1.4 million silver ounces and mineralized
   material of 24,000 tons at an average grade of 78 silver ounces
   per ton at December 31, 2003.

-- Total 2004 exploration budget at Martha of $2.3 million.

Martha remains among the highest-grade silver mines in the world.
At year-end, proven and probable reserves amounted to 1.35 million
silver ounces and mineralized material amounted to 24,000 tons at
an average grade of 78 ounces per ton. The extension of the
reserves at Martha now exceeds the parameters upon which the
acquisition of this property was based.

Coeur has increased its exploration budget at Martha to $2.3
million for 2004, an increase of 323% over 2003 levels. The
current exploration program continues to focus on extensions of
high grade ore shoots known to exist on the property and two drill
rigs are operating full time. The Company believes there is
excellent potential to discover additional silver resources on
prospects within the 450 square miles it controls in the Santa
Cruz Province, which includes the Martha Mine.

North America

Rochester Mine (Nevada)

-- Rochester joined the ranks as one of history's greatest silver
   and gold mines when in early January of this year, Rochester
   exceeded 100 million ounces of silver production and one
   million ounces of gold production since operations began in
   1986.

-- 1.4 million ounces of silver and 11,126 ounces of gold produced
   during the fourth quarter

-- Average cash operating cost in quarter of $4.82 per ounce

-- Full year 2003 production of 5.6 million ounces of silver and
   52,363 ounces of gold

    -- Average 2003 cash costs of $4.67 per ounce of silver
    -- Gold production expected to increase in 2004

Cash operating costs were higher in the fourth quarter and full
year 2003 compared to the previous year due to the changeover to
the new life-of-mine crushing facility, which was completed in
late October. Mining has commenced in the area under the previous
crusher, which contains some of the highest-grade gold ores on the
property. This will increase gold production levels during 2004.
During 2004, the Company expects the cost per ounce of silver
produced to decline.

Coeur Silver Valley - Galena Mine (Idaho)

    -- Fourth quarter silver production of 1.0 million ounces
    -- Average cash cost during quarter of $4.76 per ounce of
       silver
    -- Full year silver production of 3.7 million ounces of silver
    -- Full year average cash costs of $4.66 per ounce of silver

Coeur has budgeted $1.3 million for exploration at Silver Valley
in 2004 for the mine's ongoing long-term development plan, which
is expected to increase production levels by approximately 40%, to
5.3 million ounces, commencing in 2006. Drilling in the fourth
quarter continued to focus on extensions of known veins at the
4900 level and at the 2400 level in the Upper Silver Vein. Some of
the drifting at the 4900 level is extending toward the Coeur mine,
where existing infrastructure is expected to be utilized in future
production.

                   Development Projects

During the second quarter of 2004, the Company expects to complete
ongoing optimization and feasibility work at the Company's two
major development projects, the San Bartolome (Bolivia) silver
project and Kensington (Alaska) gold project. The development
timetables at the two properties remain on schedule and it is
expected that these projects could boost company gold and silver
production in 2006 following a production decision.

San Bartolome - Bolivia

Based on current information, Coeur expects silver production at
San Bartolome of up to 6 million ounces per year -- approximately
a 40% increase over current Company-wide levels -- at an average
cash operating cost of approximately $2.50 per ounce. The low
operating costs are due in part to the fact that it has been
established that tin can be commercially recovered. San Bartolome
has an anticipated mine life of over 14 years. Capital costs to
construct the mine are currently estimated at approximately $80
million. Recent feasibility work in defining the orebodies has
indicated the potential to expand mineral resources. As a
consequence, the Company is reviewing an alternative to increase
the planned plant throughput. Advanced metallurgical test work
indicates changes in the processing circuit may result in
increases in silver recovery. The Company is now assessing the
impact of such on revenue, operating costs and capital associated
with such improvements. The measured and indicated resources are
currently under study and Coeur expects this to result in a marked
increase in the proven and probable reserves which were reported
in July 2003 at 123 million ounces of silver. San Bartolome ore
consist of silver-bearing gravel deposits that can be hauled
directly to processing facilities. The deposits are located near
Potosi, Bolivia, in a region with historical silver production of
over two billion ounces.

The updated feasibility study and necessary permits at San
Bartolome are expected in the second quarter of 2004. Subject to
the completion of the updated feasibility study and the
confirmation of earlier findings, a construction decision could be
made. Construction is projected to take approximately 18 months.

Kensington - Alaska

Following re-engineering and optimization work, capital costs
necessary to place the Kensington Gold Project into production are
currently estimated at approximately $75 million, with a current
mine life of approximately ten years at a cash cost of production
of approximately $195. Coeur believes that significant exploration
potential exists at Kensington and intends to continue an active
exploration program upon commencement of mine development.

Coeur anticipates receiving all necessary permits for Kensington
during the second quarter of 2004, and could reach a final
decision on developing the mine after completion of the permitting
and completion of the updated feasibility study. Kensington is
located approximately 45 miles north of Juneau, Alaska and
contains an estimated 1.0 million ounces of proven and probable
gold reserves and mineralized material totaling 7.3 million tons
at an average grade of 0.12 per ton.

                    Exploration Projects

On February 10, 2004, Coeur announced the acquisition of ten
mineral properties in Tanzania where it plans to begin early stage
exploration activities in the second quarter of 2004. The ten
prospecting licenses, which are valid for three years with options
to renew, cover 315 square miles (815 square kilometers) in
northwestern Tanzania, near Lake Victoria, in an emerging gold
mining region.

Also, in Mexico, Coeur has elected not to pursue the purchase of
the mining assets of Minera Real de Cosala S.A. located in the
State of Sinaloa. We continue to evaluate other opportunities in
Mexico.

                      Commodity Hedging

Coeur does not hedge any of its silver production. At December 31,
2003, the Company had 16,600 ounces of gold sold forward over the
next 12 months at an average price of $348 per ounce.

Coeur d'Alene Mines Corporation (S&P, CCC Corporate Credit Rating,
Positive) is the world's largest primary silver producer, as well
as a significant, low-cost producer of gold, with anticipated 2003
production of 14.6 million ounces of silver and 112,000 ounces of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.


COMM 2004-LNB2: S&P Assigns Prelim. Ratings to 2004-LNB2 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2004-LNB2's $968.4 million commercial mortgage
pass-through certificates series 2004-LNB2.

The preliminary ratings are based on information as of
Feb. 19, 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, C, D, and E are currently being offered publicly. Standard
& Poor's analysis determined that, on a weighted average basis,
the pool has a debt service coverage of 1.44x, a beginning loan-
to-value of 87.9%, and an ending LTV of 75.7%.

                PRELIMINARY RATINGS ASSIGNED
                COMM 2004-LNB2
        Commercial mortgage pass-thru certs series 2004-LNB2
    
        Class               Rating                Amount ($)
        A-1                 AAA                  135,894,000
        A-2                 AAA                  138,594,000
        A-3                 AAA                  108,197,000
        A-4                 AAA                  454,979,000
        B                   AA                    25,420,000
        C                   AA-                    9,684,000
        D                   A                     19,368,000
        E                   A-                     8,474,000
        F                   BBB+                   9,684,000
        G                   BBB                   10,894,000
        H                   BBB-                  10,895,000
        J                   BB+                    4,842,000
        K                   BB                     6,052,000
        L                   BB-                    3,632,000
        M                   B+                     4,842,000
        N                   B                      2,421,000
        O                   B-                     1,210,000
        P                   N.R.                  13,316,042
        X-1*                AAA                  968,398,042
        X-2*                AAA                  935,698,000
        
                        *Interest-only class.


COMMSCOPE INC: Reports $1 Million Net Loss in Fourth Quarter
------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) announced fourth quarter results for
the period ended December 31, 2003, which was prior to the
acquisition of the Connectivity Solutions business of Avaya Inc.
The Company reported sales of $153.8 million and a net loss of $1
million, or $0.02 per share, for the fourth quarter. The net loss
included after-tax equity in losses of OFS BrightWave, LLC of
$0.08 per share related to CommScope's minority ownership interest
in this venture.

For the fourth quarter of 2002, CommScope reported sales of $135.9
million and a net loss of $3.5 million or $0.06 per share. This
net loss reflected after-tax equity in losses of OFS BrightWave of
$0.08 per share.

CommScope's sales for the fourth quarter rose 13% to $153.8
million, compared to $135.9 million in the year-ago quarter and
rose 3% sequentially compared to $148.7 million in the third
quarter of 2003. Sales rose year- over-year in all major product
groups. Enterprise LAN sales increased more than 50% from the
depressed year-ago sales levels. Wireless/Other Telecom sales more
than doubled year-over-year.

Orders booked in the fourth quarter of 2003 were $149.4 million
compared to $132.8 million in the fourth quarter of 2002 and
$152.2 million in the preceding quarter.

"We are pleased to have ended 2003 with stronger sales as we begin
a new chapter in the history of CommScope," said Chairman and
Chief Executive Officer Frank M. Drendel. "We believe that we are
strategically positioned for exciting opportunities through
SYSTIMAX Solutions, our new enterprise connectivity business, and
through CommScope Carrier Solutions, our new business that
provides cabinets, cables and apparatus to telecom service
providers."

                     Full Year Results

CommScope reported sales of $573.3 million for 2003, compared to
sales of $598.5 million in 2002. Total international sales
remained relatively stable year-over-year at $110.8 million. For
2003, the Company incurred a net loss of $54.3 million or $0.92
per share. CommScope's 2003 results include: a) after tax equity
in losses of OFS BrightWave of $45.5 million or $0.77 per share;
and b) impairment charges primarily related to uninstalled,
underutilized and idle broadband cable manufacturing equipment of
$20.0 million after tax or $0.34 per share.

For 2002, the company incurred a net loss of $67.2 million or
$1.10 per share. CommScope's 2002 results include: a) after tax
equity in losses of OFS BrightWave of $53.7 million or $0.88 per
share; b) impairment charges primarily related to underutilized
and idle production equipment of $15.8 million after tax or $0.26
per share; and c) Adelphia bad debt charges of $13.5 million after
tax or $0.22 per share.

                  OFS BrightWave Results

For the fourth quarter of 2003, OFS BrightWave had revenues of
$26.6 million, a negative gross profit of $30.8 million and a net
loss of $40.0 million. The net loss included charges of
approximately $15.7 million primarily related to ongoing
restructuring activities, which was mainly recorded in cost of
sales. For the fourth quarter of 2002, OFS BrightWave had revenues
of $27.2 million, a negative gross profit of $23.4 million and a
net loss of $38.9 million for the fourth quarter of 2002.

CommScope recorded after-tax charges of $4.6 million, or $0.08 per
share, in the fourth quarter of 2003 for equity in losses of OFS
BrightWave related to the Company's minority investment in this
venture.

The Furukawa Electric Co. Ltd. (Tokyo: 5801) recently stated that
it believes it is in the last stages of restructuring the OFS
business. Among other actions, OFS plans to move certain cable
production from the Norcross facility to the Carrollton facility
in the next few months. While CommScope believes that the OFS
restructuring actions are appropriate, they could reduce
CommScope's overall ownership interest in the OFS BrightWave
venture. However, such restructuring activity does not affect
CommScope's contractual right to sell its ownership interest in
OFS BrightWave to Furukawa in 2006 for a cash payment equal to
CommScope's original investment.

                 Cash Flow and Liquidity

Net cash provided by operating activities was $36.5 million for
the fourth quarter, including receipt of $12.5 million related to
the assignment of CommScope's trade claims against Adelphia
Communications Corporation and its affiliates to a third party.
Capital expenditures were $1.2 million in the quarter.

For calendar year 2003, cash provided by operating activities was
$91.4 million and capital expenditures were $5.3 million.
CommScope ended the year with $206.0 million in cash and cash
equivalents, up 72% from $120.1 million at the end of 2002.

The Company currently expects capital expenditures to be
approximately $30 million for calendar year 2004, including
capital spending for our new businesses.

          CommScope Fourth Quarter 2003 Highlights

* Broadband/Video sales rose 3% year-over-year and sequentially to
  $121.8 million for the fourth quarter primarily due to stronger
  international sales. International sales increased to $31.9
  million in the quarter, up 20% sequentially and up 25% year-
  over-year. Total Broadband/Video orders were $116.8 million and
  international orders were $30.7 million in the quarter.

* For calendar year 2003, worldwide Broadband/Video sales
  decreased 10% to $449.5 million, primarily due to lower sales to
  certain domestic broadband service providers and lower sales of
  fiber optic cable. Total international sales for the year were
  $110.8 million.

* Sales to Comcast Corporation represented about 17% of total
  Company sales for the fourth quarter and approximately 18% for
  calendar year 2003.

* LAN sales rose 57% year-over-year to $22.2 million in the fourth
  quarter of 2003, compared to depressed levels in the year-ago
  quarter, but were down 8% sequentially from third quarter sales
  of $24.0 million.  LAN orders for the quarter were $23.0
  million.   For calendar year 2003, LAN sales rose 16% to $93.8
  million, primarily due to higher sales of fiber optic cable.

* Wireless/Other Telecom sales were $9.8 million, up 151% compared
  to the year-ago quarter and up 44% sequentially.  CommScope
  continues to make progress communicating the Cell Reachr value
  proposition to customers and remains optimistic about long-term
  wireless opportunities. Wireless/Other Telecom orders were $9.6
  million for the quarter.  For calendar year 2003, Wireless/Other
  Telecom sales rose 44% to $30 million.

* Selling, general and administrative (SG&A) expense was $23.0
  million in the fourth quarter of 2003, compared to $21.9 million
  in year-ago quarter.  SG&A expense in the fourth quarter of 2003
  included approximately $0.6 million related to the then pending
  acquisition of the Connectivity Solutions business.

* Gross margin for the fourth quarter of 2003 was 20.2%, compared
  to 20.6% in the preceding quarter and 19.4% in the year-ago
  quarter. Gross margin improved year-over-year primarily due to
  higher sales volume somewhat offset by lower sales prices and
  increased raw material costs.

    Acquisition of Connectivity Solutions business (ACS)

Effective January 31, 2004, CommScope completed the acquisition of
substantially all of the assets of the Connectivity Solutions
business from Avaya, Inc., except for certain international
operations that are expected to be completed later this year. The
total purchase price consisted of $250 million in cash, subject to
post-closing adjustments, and approximately 1.8 million shares of
CommScope common stock. CommScope assumed certain current
liabilities of the Connectivity Solutions business and up to $65
million of other specified liabilities, primarily related to
employee benefits.

The cash portion of the purchase price consisted of $150 million
from CommScope's existing cash balances and $100 million from
borrowing under a new 5-year $185 million senior secured credit
facility. The new credit facility, which replaces CommScope's
previous credit facility, is comprised of a $75 million term loan
and a $110 million revolving credit facility.

Based on unaudited data and prior to any expected pro forma
adjustments to reflect the acquisition, Connectivity Solutions
operating results under Avaya for the twelve months ended
September 30, 2003, included:

     * Sales of $542 million,
     * Gross margin of approximately 26.4% of sales,
     * Selling, general and administrative expense of
       approximately 19.5% of sales,
     * Research and development expense of approximately 5.4% of
       sales, and
     * Depreciation and amortization expense of $30 million.

These results include approximately $48 million of corporate
overhead allocated by Avaya to the Connectivity Solutions
business, primarily in SG&A; they do not reflect CommScope's
expected corporate overhead allocations, incremental one-time
start-up and transition costs, and other potential pro forma
adjustments. The Company also expects significant purchase
accounting adjustments and increased financing costs. CommScope
intends to file an amended Form 8-K by April 15, 2004, containing
pro forma financial information reflecting the effect of the
acquisition.

           CommScope First Quarter 2004 Outlook

For the first quarter of 2004, CommScope expects total sales in
the $225- $240 million range. "Our first-quarter forecast reflects
modest year-over-year growth for our historical business and two
months of revenue, or approximately $95-$100 million, from our
recent acquisition of the Connectivity Solutions business," said
CommScope Executive Vice President and Chief Financial Officer
Jearld Leonhardt.

"Although we expect sales growth in the first quarter, we
anticipate lower gross margins as a result of higher material
costs and increasing pricing pressure for certain broadband
products," Leonhardt added. "In addition, prices for copper and
polymers have increased substantially over the past 12 months. As
a result, CommScope and SYSTIMAX Solutions increased prices for
certain enterprise products by 3 percent to 8 percent during the
first quarter of 2004. CommScope's enterprise price increase was
effective February 10th while the SYSTIMAX Solutions price
increase will be effective March 1st. An additional price increase
of up to 10% for fluoropolymer-based products will be effective
mid March due to the significant increase in the cost of
fluoropolymers.

"With regards to transition and other costs related to our recent
acquisition, we expect first-year costs of approximately $25
million primarily for information technology, transition services
and other acquisition-related costs. We expect to incur most of
the transition costs during the first and second quarters of
2004," Leonhardt stated. "At the same time, we believe that we can
provide corporate services at a lower cost than the historical
Avaya corporate allocation, which is expected to improve operating
results by approximately $20 million per year."

CommScope (NYSE: CTV) -- http://www.commscope.com/-- (S&P, BB
Corporate Credit & B+ Subordinated Debt Ratings, Stable) is a
world leader in the design and manufacture of 'last mile' cable
and connectivity solutions for communication networks. We are the
global leader in structured cabling systems for business
enterprise applications and the world's largest manufacturer of
coaxial cable for Hybrid Fiber Coaxial applications. Backed by
strong research and development, CommScope combines technical
expertise and proprietary technology with global manufacturing
capability to provide customers with high-performance wired or
wireless cabling solutions from the central office to the home.


COMPRESSION POLYMERS: S&P Assigns Stable Outlook to B Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to building products manufacturer, Compression
Polymers Holdings LLC. The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and its recovery rating of '4' to the company's proposed
$20 million revolving credit facility due 2009, and $90 million
first lien term loan due 2010, based on preliminary terms and
conditions.

The '4' recovery rating indicates that bank lenders can expect
marginal (25%-50%) recovery of principal in the event of a
default, but at the upper end of that range. In addition, a 'CCC+'
rating and a recovery rating of '5' were assigned to the company's
proposed $30 million second lien term loan due 2011. The 'CCC+' is
two notches lower than the corporate credit rating; this and the
'5' recovery rating indicate that the lenders can expect
negligible recovery prospects after taking into consideration the
priority claims of the revolving credit facility and the first
lien term loan.

"Proceeds will be used to refinance certain existing indebtedness
of the borrowers and to make a $30 million distribution to
shareholders," said Standard & Poor's credit analyst Wesley E.
Chinn.

The ratings on Moosic, Pennsylvania-based Compression Polymers
reflect the modest sales bases of its principal product lines, the
relatively short operating record of the key trimboard product,
aggressive debt leverage, exposure to volatile raw-material costs,
the cyclicality of end markets, and vulnerability to rising
interest rates. These negatives overshadow the company's solid
position in residential and light commercial exterior building
products, and toilet partition markets, the trend toward plastic
products with their lower lifecycle costs, and healthy operating
margins.

Compression Polymers' plastic products, which generate annual
sales of more than $135 million, are used for decorative,
synthetic wood trim, high-use institutional toilet compartments,
and a variety of other applications. The company's business
strengths include its low-cost ability to extrude thick plastic
sheets, thus providing a significant cost advantage over other
sheet manufacturers that must compress multiple sheets.


COVANTA ENERGY: Obtains Go-Ahead for New Covanta Lake Merger Deal
-----------------------------------------------------------------
Debtor Covanta Lake, Inc. owns a waste-to-energy facility in Lake
County, Florida, which it operates pursuant to a service
agreement with Lake County.  James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, in New York, informs the Court that
Covanta Lake has a "built-in gain" in its assets of approximately
$50,000,000.  This means that for federal, state and local income
tax purposes, Covanta Lake will be required to recognize a gain
in that amount if certain "triggering" events occur.

Mr. Bromley relates that the Covanta Lake Project has been
problematic.  Covanta Lake is currently involved in disputes with
F. Browne Gregg and Lake County.  Although the Debtors believe
that their dispute with Mr. Gregg, or alternatively, their
dispute with Lake County, ultimately will be resolved in a manner
favorable to them, the Disputes create a material risk that
Covanta Lake might in the future be required to terminate the
Service Agreement and abandon the Lake Facility, whether to
bondholders that financed the construction of the Lake Facility
or otherwise.  

An abandonment of the Lake Facility, explains Mr. Bromley, would
constitute a "triggering event."  If it were to occur after the
Effective Date of the Second Reorganization Plan, it would
subject the post-emergence Danielson Holding Corporation Group,
including the Reorganizing Debtors, to a substantial tax
liability.

In order to make the problematic Covanta Lake Project pleasing to
DHC, and to give the Debtors maximum flexibility to deal with the
Disputes, the Debtors and DHC agreed on a transaction involving a
pre-emergence merger of Covanta Lake with a newly-formed
subsidiary of DHC.

Specifically, the Debtors contemplate on taking these steps to
effect the Lake Transaction:

   (a) A merger of Covanta Lake with DHC's subsidiary, New
       Covanta Lake, with the surviving entity being New Covanta
       Lake;

   (b) The receipt by Covanta Systems, Inc. of 75%  -- in voting
       and value -- of the New Covanta Lake shares and $175,000
       in cash in consideration of 100% of the Covanta Lake
       shares;

   (c) DHC's retention of 25% -- in voting and value, and
       preferred as to liquidation only, not as to dividends --
       of the New Covanta Lake shares;

   (d) The reduction of the DHC Consideration by $175,000 to be
       funded from the deposit paid by DHC currently held in
       escrow;

   (e) The assumption of all Covanta Lake liabilities by New
       Covanta Lake by operation of law; and

   (f) An indemnity by Covanta Systems holding DHC harmless from
       any tax liabilities resulting from the Lake Transaction
       being treated for U.S. income tax purposes.

Mr. Bromley points out that New Covanta Lake will be the
successor-in-interest to Covanta Lake.  New Covanta Lake will
continue to operate the Lake Facility and replace Covanta Lake in
the Second Reorganization Plan.  Furthermore, the creditors of
New Covanta Lake will receive the same treatment under the Second
Reorganization Plan to which they were entitled as creditors of
Covanta Lake, and no creditor or contract counter-party will be
negatively impacted.  

In order to insure that the New Covanta Lake creditors will
retain all of the same rights as they now have against Covanta
Lake, upon consummation of the Lake Transaction, New Covanta Lake
will immediately file:

   (a) a Chapter 11 petition; and

   (b) a motion to:

          -- jointly administer New Covanta Lake's Chapter 11
             case with the Chapter 11 cases of the Debtors;

          -- direct that certain orders previously entered in the
             Debtors' Chapter 11 cases be made applicable, nunc
             pro tunc, to New Covanta Lake's case;

          -- deem that all proof of claim forms filed against
             Covanta Lake be deemed filed against New Covanta
             Lake;

          -- adopt the bar date for Covanta Lake for New Covanta
             Lake, and waiving the setting of a new bar date for
             New Covanta Lake; and

          -- deem that all ballots submitted in connection with
             the Second Reorganization Plan for New Covanta Lake.

By this motion, the Debtors ask the Court to approve the Lake
Transaction.

Without the implementation of the Lake Transaction, the
requirements of the Investment and Purchase Agreement between
Covanta Energy and DHC, dated December 2, 2003, could leave the
Debtors with no choice but to abandon all interest in the Service
Agreement and Lake Facility.  Thus, Mr. Bromley asserts, the
Court must authorize the Lake Transaction.

                        *     *     *

Judge Blackshear grants the Debtors' request and authorizes the
merger of Covanta Lake with DHC's subsidiary, Covanta Lake II,
with the surviving entity being Covanta Lake II. (Covanta
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


CRESCENT: Incurs $300K Net Loss for the Year Ended Dec. 31, 2003
----------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) announced results
for the fourth quarter 2003. Funds from operations available to
common shareholders before impairments related to real estate
assets ("FFO") for the three months ended December 31, 2003 were
$91.2 million, or $0.78 per share and equivalent unit (diluted).
FFO for the year ended December 31, 2003 was $212.6 million or
$1.82 per share and equivalent unit (diluted). These compare to
FFO of $70.8 million or $0.60 per share and equivalent unit
(diluted), for the three months ended December 31, 2002 and $238.2
million or $2.02 per share and equivalent unit (diluted) for the
year ended December 31, 2002. Funds from operations is a
supplemental non-GAAP financial measurement used in the real
estate industry to measure and compare the operating performance
of real estate companies, although these companies may calculate
funds from operations in different ways.

Net income available to common shareholders for the three months
ended December 31, 2003 was $28.4 million, or $0.29 per share
(diluted). Net loss to common shareholders for the year ended
December 31, 2003 was $0.3 million, or $0.00 per share (diluted).
This compares to net income available to common shareholders of
$27.5 million or $0.27 per share (diluted), for the three months
ended December 31, 2002 and $66.0 million or $0.63 per share
(diluted), for the year ended December 31, 2002.

According to John C. Goff, Vice Chairman and Chief Executive
Officer, "Although our office markets continued to be challenging
during 2003, we were pleased to have been able to execute on two
strategic initiatives for the Company. One was the sale of our
interest in The Woodlands, and the second was our Hughes Center
acquisition in Las Vegas. Together, they demonstrated our
commitment to shift capital to investments offering more
predictable earnings.

"While we don't expect that 2004 will be a year of meaningful
growth in terms of office fundamentals, we do expect it to be a
year for stabilization. We will continue to focus our efforts on
actively managing our portfolio, seeking to improve our return on
invested capital."

On January 15, 2004, Crescent announced that its Board of Trust
Managers had declared cash dividends of $.375 per share for
Common, $.421875 per share for Series A Convertible Preferred, and
$.59375 per share for Series B Redeemable Preferred. The dividends
are payable February 13, 2004, to shareholders of record on
January 30, 2004.

                     BUSINESS SECTOR REVIEW

Office Sector (66% of Gross Book Value of Real Estate Assets as of
December 31, 2003) Office property same-store net operating income
("NOI") declined 8.5% for the three months ended December 31, 2003
over the same period in 2002. Average occupancy for these
properties for the three months ended December 31, 2003 was 83.2%
compared to 87.0% for the same period in 2002. As of December 31,
2003, the overall office portfolio's leased occupancy was 86.4%,
and its economic occupancy was 84.0%. During the three months
ended December 31, 2003 and 2002, Crescent received $1.5 million
and $11.8 million, respectively, of lease termination fees.
Crescent's policy is to exclude lease termination fees from its
same-store NOI calculation.

Office property same-store net operating income ("NOI") declined
11.5% for the year ended December 31, 2003 over the same period in
2002. Average occupancy for these properties for the year ended
December 31, 2003 was 84.3% compared to 89.2% for the same period
in 2002. During the year ended December 31, 2003 and 2002,
Crescent received $9.3 million and $16.7 million, respectively, of
lease termination fees.

The Company leased 2.3 million net rentable square feet during the
three months ended December 31, 2003, of which 1.5 million square
feet were renewed or re-leased. The weighted average full service
rental rate (which includes expense reimbursements) decreased 6.3%
from the expiring rates for the leases of the renewed or re-leased
space. All of these leases have commenced or will commence within
the next twelve months. Tenant improvements related to these
leases were $1.76 per square foot per year and leasing costs were
$.97 per square foot per year.

The Company leased 6.4 million net rentable square feet during the
year ended December 31, 2003, of which 4.0 million square feet
were renewed or re-leased. The weighted average full service
rental rate (which includes expense reimbursements) decreased
10.0% from the expiring rates for the leases of the renewed or re-
leased space. All of these leases have commenced or will commence
within the next twelve months. Tenant improvements related to
these leases were $1.80 per square foot per year and leasing costs
were $1.01 per square foot per year.

Denny Alberts, President and Chief Operating Officer, commented,
"As expected, our total office economic occupancy remained
relatively constant, declining from 84.4% at the end of the third
quarter to 84.0% at the end of the fourth quarter. However, leased
occupancy increased from 86.2% to 86.4%. While we continued to
lease at a record pace, market conditions, lease expirations and
early terminations, have kept us from seeing any meaningful lift
in occupancy. We expect this to hold true throughout 2004,
projecting both the average and year end occupancy to be
relatively flat.

"We signed leases for 2.3 million square feet in the fourth
quarter. For the year, we signed leases totaling 6.4 million
square feet, or 20% of our portfolio net rentable area. This was
by far the largest leasing year we've had in terms of volume in
the history of our company. In 2004, we have 4.9 million total
gross square feet of leases scheduled to expire by the end of the
year. To date, 83% of that expiring space has been addressed - 62%
by signed leases and 21% by leases in negotiation. For the 62% of
expiring space that has been signed, we are showing a slight
increase in the weighted average full service rental rate."

Resort and Residential Development Sector (23% of Gross Book Value
of Real Estate Assets as of December 31, 2003) Destination Resort
Properties Same-store NOI for Crescent's five consolidated resort
properties increased 71% for the three months ended December 31,
2003 over the same period in 2002, as a result of a reduction in
operating expenses primarily at Park Hyatt Beaver Creek and
Ventana Inn and Spa during the three months ended December 31,
2003, and one-time transition costs associated with the joint
venture of the Fairmont Sonoma Mission Inn and Spa incurred during
the three months ended December 31, 2002. The average daily rate
increased 7% and revenue per available room increased 2% for the
three months ended December 31, 2003 compared to the same period
in 2002. Weighted average occupancy was 59% for the three months
ended December 31, 2003 compared to 62% for the three months ended
December 31, 2002.

Same-store NOI for Crescent's five consolidated resort properties
declined 2% for the year ended December 31, 2003 over the same
period in 2002. The average daily rate increased 1% and revenue
per available room remained flat for the year ended December 31,
2003 compared to the same period in 2002. Weighted average
occupancy was 68% for the year ended December 31, 2003 compared to
69% for the year ended December 31, 2002.

Upscale Residential Development Properties Crescent's overall
residential investment generated $74.4 million and $88.1 million
in FFO for the three months and twelve months ended December 31,
2003, respectively, including $54 million from the sale of The
Woodlands. This compares to $18.7 million and $51.0 million in FFO
generated for the three and twelve months ended December 31, 2002,
respectively.

Investment Sector (11% of Gross Book Value of Real Estate Assets
as of December 31, 2003) Business-Class Hotel Properties Same-
store NOI for Crescent's four business-class hotel properties
decreased 13% for the three months ended December 31, 2003 over
the same period in 2002. The average daily rate increased 5% and
revenue per available room remained flat for the three months
ended December 31, 2003 compared to the same period in 2002.
Weighted average occupancy was 66% for the three months ended
December 31, 2003 and 69% for the three months ended December 31,
2002.

Same-store NOI for Crescent's four business-class hotel properties
decreased 6% for the years ended December 31, 2003 over the same
period in 2002. The average daily rate increased 2% and revenue
per available room increased 3% for the year ended December 31,
2003 compared to the same period in 2002. Weighted average
occupancy was 71% for the years ended December 31, 2003 and 2002.

Temperature-Controlled Facilities Investment Crescent's investment
in temperature-controlled facilities generated $7.0 million and
$23.3 million in FFO for the three and twelve months ended
December 31, 2003, respectively. This compares to $6.5 million and
$21.0 million of FFO generated for the three and twelve months
ended December 31, 2002, respectively.

                      ACQUISITIONS

Office Properties On December 31, 2003, Crescent acquired from The
Rouse Company two office properties and two leased restaurant
parcels within the Hughes Center portfolio in Las Vegas for a
gross purchase price of $39 million, $29 million in cash and $10
million in assumed debt.

Subsequent to year end, Crescent acquired from Rouse five
additional office properties (one of which is held in a joint-
venture arrangement with a third-party) and seven leased
restaurant parcels within the Hughes Center portfolio for a gross
purchase price of $175 million, $90 million in cash and $85
million in assumed debt. One other office property of 86,000
square feet was scheduled to be a part of the portfolio
acquisition; however, Rouse's third-party joint-venture partner in
the office property had a right of first refusal in Rouse's
interest in the venture and it elected to exercise it.

As a result of these transactions with Rouse, Crescent acquired
seven office properties totaling 1.0 million square feet and nine
leased restaurant parcels within the Hughes Center office
portfolio for a gross purchase price of $214 million, $119 million
of which was paid in cash and $95 million in net assumed debt. In
accordance with the original agreement, Crescent has also agreed
to acquire, in March 2004, the undeveloped land within Hughes
Center from Rouse for $10 million, $2.5 million of which is to be
paid in cash with the remaining $7.5 million to be financed in the
form of a note due December 2005.

On October 9, 2003, Crescent announced that it had partnered with
JPMorgan Fleming Asset Management in the acquisition of One
BriarLake Plaza, a 20-story, 502,000 square foot Class A office
building located in the Westchase submarket of Houston, Texas. The
leased occupancy of this three year old building, as of September
30, 2003, was 90%. Under the joint-venture arrangement, JPMorgan
Fleming Asset Management has a 70% interest in the property, while
Crescent has a 30% interest and has been retained to provide
management and leasing services to the venture.

                      DISPOSITIONS

Upscale Residential Development Property and Office Properties On
December 31, 2003, Crescent sold its previously held interests in
The Woodlands master-planned community in Houston to The Rouse
Company. The sale included:

-- Crescent's 52.5% economic interest (including earned promote)
   in The Woodlands Land Company, Inc.

-- Crescent's 52.5% economic interest (including earned promote)
   in The Woodlands Commercial Properties Company, L.P.

-- Crescent's 75% interest in Woodlands Office Equities - '95
   Limited Partnership

The gross sales price was $387 million, of which $185 million was
the allocation of partnership debt and the remaining $202 million
was received by Crescent in cash, including partnership
distributions net of working capital adjustments received prior to
closing. As a result of the sale, Crescent recorded FFO related to
the sale of its interest in the residential land component of $54
million.

Resort Property

On November 12, 2003, Crescent sold its 50% interest in the Ritz-
Carlton Palm Beach resort owned by Manalapan Hotel Partners, LLC.
Crescent's joint-venture partner in the resort was Westbrook Real
Estate Fund IV, L.P., which also sold its 50% interest to the same
purchaser. The sales price of the resort was $92 million,
generating net proceeds to Crescent of $19 million after debt
repayment

Other

On December 15, 2003, Crescent sold the Las Colinas Plaza retail
property in Dallas for net proceeds of $21 million prior to debt
repayment, and resulted in a gain of $15 million.

                   BALANCE SHEET REVIEW

Financing

On February 5, 2004, Crescent and Vornado Realty Trust announced
that AmeriCold Realty Corporation, the entity through which
Crescent and Vornado hold their 40% and 60% interests,
respectively, in the temperature-controlled facilities, completed
a $254 million mortgage financing with Morgan Stanley Mortgage
Capital Inc. that is secured by 21 of its owned and 7 of its
leased temperature-controlled warehouses. The loan bears interest
at LIBOR plus 295 (with a LIBOR floor of 1.5% with respect to
$54.4 million of the loan) and requires principal payments of $5
million annually. The loan matures in April 2006 and has three
one-year extension options.

The net proceeds, after providing for usual escrows, closing costs
and the repayment of $13 million of existing mortgages on two of
the warehouses, were $225 million to the partners. Crescent
received a distribution of $90 million, representing its 40% share
in the partnership.

On January 15, 2004, Crescent issued 3.4 million additional shares
of its 6.75% Series A convertible cumulative preferred shares in a
public offering. The shares were issued at $21.98 per share,
resulting in a current yield of 7.68%, excluding dividends accrued
on the shares up to the issuance date. Gross proceeds to Crescent
totaled $74 million.

The terms of the newly issued Series A preferred shares are the
same as the terms of the Series A preferred shares outstanding
prior to completion of the offering. Including this additional
issuance, Crescent has 14.2 million shares of the Series A
cumulative preferred shares outstanding.

Refinancing

On January 13, 2004, Crescent entered into a $275 million secured
loan with Bank of America Securities LLC and Deutsche Bank
Securities. The loan currently bears interest at LIBOR plus 275
and has an initial two-year term with a one-year extension option.
The loan is secured by eight office properties, 1 resort and 1
business-class hotel within Crescent Real Estate Funding XII, L.P.
and was structured to defease the existing $160 million LaSalle
Note II which is scheduled to mature in 2006. The residual loan
proceeds were used to pay down the $275 million secured, floating
rate loan from Fleet Bank.

                      ABOUT THE COMPANY

Crescent Real Estate Equities Company (NYSE:CEI) is one of the
largest publicly held real estate investment trusts in the nation.
Through its subsidiaries and joint ventures, Crescent owns and
manages a portfolio of more than 75 premier office properties
totaling more than 30 million square feet, located primarily in
the Southwestern United States, with major concentrations in
Dallas, Houston, Austin, Denver, Miami and Las Vegas. In addition,
the Company has investments in world-class resorts and spas and
upscale residential developments.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its ratings on Crescent Real Estate Equities
Co., and Crescent Real Estate Equities L.P., and removed them
from CreditWatch, where they were placed on Jan. 23, 2002.  The
outlook remains negative.

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
  Corporate credit rating            BB            BB/Watch Neg
  $200 million 6-3/4%
     preferred stock                 B             B/Watch Neg
  $1.5 billion mixed shelf   prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating           BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002       B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007       B+            B+/Watch Neg


DEUTSCHE MORTGAGE: Fitch Ups & Affirms Series 2002-1 Ratings
------------------------------------------------------------
Fitch Ratings has upgraded 1 & affirmed 5 classes of Deutsche
Mortgage Securities residential mortgage-backed certificates, as
follows:

Deutsche Mortgage Securities, Mortgage Pass-Through Certificates,
Series 2002-1

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

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


ENRON: Court Permits Cabazon Unit to Disburse FPL Sale Proceeds
----------------------------------------------------------------
Through an auction, Cabazon Power Partners LLC sold its Cabazon
Project to FPL Energy Cabazon Wind LLC, which the Court approved
on December 4, 2003.  The Sale Order provides that except to
certain required amounts, all proceeds Cabazon received in
connection with the contemplated transactions by the Cabazon
Asset Purchase Agreement will be retained by Cabazon and will
neither by disbursed nor used until further Court order.

Cabazon also entered into the Herling Settlement Agreement, which
the Court approved, wherein Cabazon, inter alia, agreed to pay the
Herling Parties $2,900,000 to resolve certain disputes between
them.  As a condition to the closing of the Herling Settlement
Agreement, all amounts payable to Fortis Bank S.A./N.V., UK Branch
relating to a loan to Cabazon secured by its assets will have been
paid.  As of December 9, 2003, the Fortis Secured Claim is about
$20,000,000.

In light of the ambiguity between the Sale Order, which restricts
its use of the Sale Proceeds and the Herling Settlement Order,
Cabazon sought and obtained the Court's authority to pay the
Herling Settlement Payment to the Herling Parties out of the Sale
Proceeds.  In addition, since the terms of the Herling Settlement
Agreement required it to satisfy the Fortis Secured Clam prior to
closing, Cabazon got Court permission to use a portion of the Sale
Proceeds to satisfy the Fortis Secured Claim. (Enron Bankruptcy
News, Issue No. 98; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ENRON CORP: Inks Settlement Resolving Prudential Relocation Claims
------------------------------------------------------------------
Enron Corporation entered into a Master Service Agreement with
Prudential Relocation, Inc., formerly known as Citicapital
Relocation Services, formerly known as Associates Relocation
Management Company, Inc.; and Prudential Real Estate Affiliates,
Inc., doing business as Prudential Real Estate and Relocation
Services, effective April 3, 2000.  Under the Agreement, the
Prudential Relocation Entities provided certain services related
to the relocation of the Debtors' employees.

The Prudential Relocation Entities issued, and the Debtors paid
during the 90 days preceding the Petition Date, 16 invoices
aggregating $781,191.  The 16 invoices were payable 30 days from
the invoice date -- the Citicapital Preference Period Invoices.

In addition, the Prudential Relocation Entities issued, and the
Debtors paid during the Preference Period, nine invoices
aggregating $12,346,508, which were payable from 28 days to one
day from invoice date -- the Associates Preference Period
Invoices.  One of the nine Associates Preference Period Invoices,
dated November 28, 2001 for $7,280,524, was payable on
November 29, 2001 -- the Eve of Bankruptcy Invoice.

Shortly after the Petition Date, the Debtors conducted an
internal audit of payments made to the Prudential Relocation
Entities and determined that during the one year prior to the
Petition Date, they overpaid the Prudential Relocation Entities
$2,921,978, due to duplicative billing, misapplication of certain
billing rates and what appeared to be the failure of the
Prudential Relocation Entities to timely invoice vendors or
submit refunds to the Debtors for resold homes.  Approximately
$2,766,585 of the Overpayment was included in the Eve of
Bankruptcy Invoice and the remaining $155,393 of the Overpayment
was spread out over numerous invoices.

By a March 18, 2003 letter, the Debtors demanded that the
Prudential Relocation Entities, pursuant to Sections 547, 548 and
550(a) of the Bankruptcy Code, return $13,283,092, consisting of
all payments made to the Prudential Relocation Entities during
the Preference Period and the Overpayment.  However, the
Prudential Relocation Entities asserted the ordinary course of
business defense, pursuant to Section 547(c) of the Bankruptcy
Code, to 10 of the Citicapital Preference Period Invoices,
aggregating $473,373, because the Invoices were paid by the
Debtors between 28 and 32 days from invoice date, which the
Prudential Relocation Entities allege, is the same as the payment
range prior to the Preference Period, and that a number of the
payments were made within the terms of the invoices.

The Prudential Relocation Entities asserted that $5,065,984,
representing payment for eight of the Associates Preference
Period Invoices, was paid in the ordinary course of business.  
Thus, the payments are not avoidable because, inter alia:

   (a) the invoices were paid on or within one day of the due
       date;

   (b) payments were made within the terms of the invoices; and

   (c) the credit terms did not change.

The Prudential Relocation Entities also asserted that the
Ordinary Course of Business Defense applies to all or part of the
payment made for the Eve of Bankruptcy Invoice because it was
paid when due and $2,774,684 of the payment was for Relocation
Services invoiced to the Debtors within the same time frame as
prior invoicing as it initially appeared that the invoicing has
been accelerated.

In connection with the Overpayment, the Prudential Relocation
Entities conducted an internal audit, which confirmed that
substantially all of the Overpayment the Debtors calculated was
accurate.  The Prudential Relocation Entities assert that they
have provided documentation and other information establishing a
strong Defense to $8,314,041 of the Debtors' Claims.  The Debtors
dispute certain of these assertions.

As a result of negotiations and an exchange of documentation, the
Debtors and the Prudential Relocation Entities agreed to settle
the Debtors' Claims by these terms:

   (a) The Prudential Relocation Entities will pay $7,750,000
       to the Debtors in immediately available funds by wire
       transfer;

   (b) The Prudential Relocation Entities' scheduled Claim Nos.
       100209450, 100228810, 100766580 and 100771850,
       aggregating $33,892, which is scheduled in the name of
       Citicapital Relocations, Inc., are expunged.  If any of
       the Prudential Relocation Entities or its affiliates have
       filed any proofs of claim in the Debtors' Chapter 11
       cases connected in any way with the Relocation Services,
       these claims are expunged;

   (c) The Prudential Relocation Entities waive their right to
       file a proof of claim in the Debtors' cases for the
       Settlement Amount.  The Prudential Relocation Entities
       will not file any further proof of claim on account of
       prepetition Relocation Services provided to the Debtors;

   (d) Upon full payment of the Settlement Amount, the Debtors
       will be deemed to have waived and released any and all
       claims they may have against the Prudential Relocation
       Entities relating to or on account of the Debtors'
       Claims; and

   (e) All proceeds the Debtors received in connection with the
       Settlement will be retained by the Debtors and neither
       disbursed nor used until the earlier to occur of (i)
       agreement between the Debtors and the Committee to
       release the proceeds or (ii) by the Court's order.

Judge Gonzalez approves the Stipulation. (Enron Bankruptcy News,
Issue No. 98; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Disclosure Statement Hearing Fixed for April 13
--------------------------------------------------------------
At the request of the Federal-Mogul Corporation Debtors, the
Unsecured Creditors Committee, Asbestos Claimants Committee, the
Future Claimants Representative and JPMorgan Chase Bank, as the
Administrative Agent for the holders of Bank Claims, Judge Lyons
will convene a hearing on April 13, 2004 at 10:00 a.m. to consider
the approval of a Disclosure Statement explaining the company's
plan to emerge from chapter 11 bankruptcy.  

The Debtors will send a notice of the Disclosure Statement
Hearing by first-class mail to all of their known creditors and
interest holders not later than March 5, 2004.  Objections to the
Disclosure Statement must be filed by April 2, 2004 at 4:00 p.m.  
Objections must:

   (1) be in writing;

   (2) state the name and address of the objecting party and the
       nature of the claim or interest of the party;

   (3) state with particularity the basis and nature of any
       objection and include, where appropriate, proposed
       language to be inserted in the Disclosure Statement to
       resolve the objection; and

   (4) be filed, together with proof of service, with the
       Bankruptcy Court, the Clerk of the Court, 824 North Market
       Street, 3rd Floor, Wilmington, Delaware 19801.

At the hearing, the Court will review whether the Disclosure
Statement contains adequate information as required by Section
1125 of the Bankruptcy Code to enable a hypothetical creditor to
make an informed decision whether to vote to accept or reject the
Plan.  The hearing may be continued from time to time without
further notice to all creditors and interest holders.

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. (Federal-Mogul Bankruptcy News, Issue No.
50; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FIRST AMERICAN: Agrees to Acquire SNK Holdings & Units
------------------------------------------------------
The First American Corporation (NYSE: FAF), the nation's leading
data provider, completed a letter of intent to acquire privately
held, mortgage default services provider SNK Holdings, Inc. and
its subsidiary operations, including LOGS Financial Services.

First American will combine SNK Holdings with its Mortgage
Information Group's National Default Outsourcing operations to
introduce the industry's most complete solution for managing all
aspects of the mortgage default process. The new company, which
will operate as First American National Default Outsourcing, will
be headquartered in Lewisville, Texas. First American will manage
and direct outsourcing activities from its regional offices in
Milwaukee; Northbrook, Ill.; and Jacksonville, Fla. First American
will also work to maximize service levels by continuing to utilize
its existing attorney/agent network, as well as the LOGS network
of agents nationwide.

Based in Northbrook, SNK/LOGS is the second largest mortgage
default services provider in the nation. The company has
established the industry's premier system for complete process
outsourcing. With the addition of the LOGS platform, First
American will be better positioned to offer its lender customers
either full-service onsite default assistance, or complete
outsource management of default operations at a First American NDO
support facility.

James C. Frappier, president of First American Default Management
Solutions, said: "We are excited to add the talent and resources
of SNK and LOGS to the First American team. This agreement is part
of our continuing strategy to provide our customers with the
complete suite of products and services in the default continuum.
The addition of LOGS' servicing platform gives us greater capacity
to support clients and complements our recent acquisition of
default claims management specialist Baker, Brinkley & Pierce."

SNK Holdings has approximately 700 employees and was profitable in
2003 on revenues of $53.5 million. While complete details of the
transaction were not disclosed, the combination of these
businesses will be immediately accretive to First American. As a
result of the combination of default servicing operations,
technology integration, process improvements and other synergies,
First American National Default Outsourcing will reduce annual
operating expenses by $5 million within the first 12 months and
will serve approximately 60 percent of the default outsourcing
market.

"Our default operations are an important part of our strategy of
being a full-service resource to our large lender customers and
adding counter- cyclical revenues to our operations," said Parker
S. Kennedy, president and chief executive officer of The First
American Corporation. "By expanding our services in this area, we
are well positioned to meet our customers' needs in the event of
an increase in mortgage defaults. This addition also gives us the
opportunity to cross sell other default, mortgage information and
title related products and services."

Gerald M. Shapiro, chairman of LOGS, stated: "By partnering with
First American we will be able to integrate our default services
and provide our customers with the best possible service and
technology solutions to meet their unique needs. This new
relationship with First American confirms our strategic vision and
our significant investment in recent years to develop a complete
end-to-end default outsource solution, which includes our
MasterViewc workflow software for law firms, and our REO
management expertise."

Michael Barrett, vice chairman of First American Real Estate
Information Services, said, "The combination of the LOGS platform
with the efficiencies provided by First American's best-in-class
default technologies, VendorScape/CMS, iClear and eDAISY, puts
First American in a position to offer truly comprehensive default
management to the servicing industry."

Additional operations and opportunities that SNK brings to First
American include: LOGS REO Management Company; ARM Financial, a
California-based trustee; a facilities management business; a
business practice management group that provides key support
services to law firms and title agencies nationwide; and
technology operations.

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/

                        *    *    *

As reported in the Troubled Company Reporter's February 10, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BBB'
counterparty credit and senior debt ratings and 'BB+' preferred
stock ratings on insurance holding company First American Corp.
(NYSE:FAF).  Standard & Poor's also revised its outlook on all the
ratings to positive from stable.


FLEMING COS: Court Approves PCI & Commercenter Claims Settlement
----------------------------------------------------------------
The Fleming Debtors, and particularly Core-Mark International,
Inc., sought and obtained Judge Walrath's approval for their
settlement agreement with Performance Contracting, Inc., and
Commercenter #23 Limited Liability Company, a Colorado limited
liability company and successor-in-interest to Majestic Realty
Co., a California corporation.

                       The Controversy

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

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

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

                     The PCI Contract

On February 6, 2003, Fleming and PCI signed a contract to install
cooler and freezer improvements at the property.  Under the
contract, Fleming was to pay PCI in three installments.  PCI was
paid $650,000 on the first installment on March 12, 2003, and
$760,000 on the second installment on March 26, 2003.  Fleming
paid $680,000 on the third installment under the contract on April
15, 2003 -- two weeks after the Petition Date.  Work under the
contract was finished on May 15, 2003.

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

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

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

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

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

                         The Settlement

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

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

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

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

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

       (5) PCI and Fleming sign mutual releases.

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)


FRESH CHOICE: Reports Losses & Working Capital Deficit for 2003
---------------------------------------------------------------
Fresh Choice, Inc. (Nasdaq:SALD) reported a net loss of $5 million
or $0.83 per share for the fourth quarter, which included a non-
cash asset-impairment charge of $3 million and restaurant-opening
costs of $32,000. This compared to a net loss of $3 million or
$0.50 per share for the fourth quarter of 2002, which included a
non-cash asset-impairment charge of $1.8 million and restaurant-
opening costs of $189,000.

For 2003 the Company reported a loss of $6 million or $1.00 per
share, including a non-cash asset-impairment charge of $3.7
million and restaurant-opening costs of $268,000, versus a net
loss of $1.7 million or $0.29 per share, which included a non-cash
asset-impairment charge of $1.8 million and restaurant-opening
costs of $438,000.

Fresh Choice's December 28, 2003 balance sheet shows a working
capital deficit of $5,734,000

Sales of $78.5 million for the year were up $3.5 million or 4.7%
versus the prior year. Sales for the fourth quarter were $22.4
million, up $0.5 million or 2.3%, compared with the fourth quarter
of 2002.

Comparable-store sales increased 0.1% in the fourth quarter and
were down 1.1% in 2003 versus 2002. Comparable-store guest counts
decreased 1.3% in the quarter and 3.1% for the year. The
comparable store sales and guest count declines, although improved
in the fourth quarter, continue to result primarily from the
continued weak economic environment in our core markets.

The comparable-store average check was $7.78 in the fourth
quarter, an increase of 1.3% versus the prior year, and $7.76 for
the year, an increase of 2.1% versus 2002.

Sales for both the fourth quarter and the year reflect an increase
in the number of restaurants. The Company had an average of 56.3
and 55.7 restaurants included in sales in the fourth quarter and
year, respectively, versus 52.9 and 51.2 in the respective
comparable prior year periods.

Primarily as a result of lower than expected sales performance at
some of the newer restaurants, the Company recorded a non-cash
impairment charge of $3.0 million during the fourth quarter of
2003. The Company had previously recorded a non-cash impairment
charge of $0.7 million in the third quarter for another newer
restaurant. The total non-cash impairment charge of $3.7 million
for 2003 relates primarily to four newer restaurants and one
additional restaurant where management has concluded that the
projected cash flows from operations will not be sufficient to
recover the net book value of those restaurants in accordance with
Statement of Financial Accounting Standards No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets." The average
weekly sales volume for these five restaurants in 2003 was
approximately 44% below the comparable store average.

Everett (Jeff) Jefferson, president and chief executive officer,
said, "The financial results for the fourth quarter and fiscal
year were disappointing. The economy remained weak in our core
markets as unemployment continued to run above the national
average, and we are uncertain when a significant economic recovery
is going to begin in these markets. In addition, the Company's
earnings were impacted by increases in workers' compensation,
advertising and gas and electric costs and the continued weak
sales of the Fresh Choice restaurants that the Company impaired in
2003."

"Management has been thoroughly reviewing its current restaurant
portfolio, operations and strategy. As a result of this review,
management is currently negotiating with certain landlords on
possible lease restructurings including the possible closure of up
to three restaurants. Any future closures may result in additional
charges in subsequent quarters," continued Mr. Jefferson.

"We continue to focus on providing an exceptional dining
experience to every guest and we are encouraged by the recent
improvement in our sales trends. The Company's comparable-store
sales were up versus the prior year 0.1% in the fourth quarter
after being down each quarter beginning with the third quarter of
2001. Comparable-store sales versus the prior year have continued
to improve since year end and are up 0.3% versus the prior year
for the first seven weeks of the first quarter," said Mr.
Jefferson.

The Company opened four new Fresh Choice restaurants in 2003 with
one new Fresh Choice restaurant opening in the fourth quarter. The
Company has no other expansion plans at this time.

Fresh Choice, Inc. operates 53 restaurants under the Fresh Choice
and Zoopa brand names in California (43), the state of Washington
(4) and Texas (6). The Company's Fresh Choice and Zoopa
restaurants offer customers an extensive selection of high
quality, freshly-prepared traditional and specialty salads, hot
pasta dishes, pizza, soups, bakery goods and desserts in a self-
service format. In addition, the Company operates one Fresh Choice
Express restaurant, two dual branded Fresh Choice Express and
licensed Starbucks retail stores and one stand-alone licensed
Starbucks retail store in Texas.


FRIENDLY ICE: Stockholders' Deficit Narrows to $98M at Dec. 28
--------------------------------------------------------------
Friendly Ice Cream Corporation (AMEX: FRN) reported net income for
the three-months-ended December 28, 2003 of $3.3 million, or $0.42
per share, compared to a net loss of $0.7 million, or $0.9 per
share, reported for the three-months-ended December 29, 2002.

Comparable systemwide restaurant sales increased 4.0% for the 2003
fourth quarter as compared to the prior year (3.3% increase for
company restaurants and 5.7% increase for franchise restaurants).
Including results of the current quarter, the Company has reported
twelve consecutive quarters of positive comparable systemwide
restaurant sales. Total company revenues for the three-months-
ended December 28, 2003 were $135.1 million, an increase of 3.4%,
as compared to total revenues of $130.7 million for the three-
months-ended December 29, 2002.

Effective December 31, 2003, all benefits accrued under the
Company's noncontributory defined benefit pension plan have been
frozen at the level attained on that date. As a result, the
Company recognized a one-time non-cash pension curtailment gain of
$8.1 million pre-tax ($4.8 after-tax or $0.62 per share) equal to
the unamortized balances as of December 31, 2003 from all plan
changes prior to that date. Simultaneously, the Company took a
corresponding charge to its stockholders' deficit of $9.1 million
($5.4 million after-tax) offsetting the curtailment gain. This
charge resulted from the accumulated benefit obligation exceeding
the fair value of the pension plan assets as of December 31, 2003,
the latest measurement date.

Net income for the fiscal year December 28, 2003 was $10.2
million, or $1.34 per share compared to net income of $6.2
million, or $0.82 per share, reported for the year-ended December
29, 2002. As previously discussed, 2003 results include a one-time
non-cash pension curtailment gain of $8.1 million pre-tax ($4.8
after-tax or $0.62 per share). The Company reported a
corresponding charge to its stockholders' deficit of $9.1 million
($5.4 million after-tax) offsetting the curtailment gain. Results
for 2002 included the favorable impact of $0.4 million pre-tax, or
$0.03 per share, from the reduction of the Company's restructuring
reserve.

Total company revenues increased $9.4 million, or 1.6%, to $579.8
million for the year-ended December 28, 2003 from $570.4 million
for the same period in 2002. Year-to-date, comparable systemwide
restaurant sales increased 3.1% (2.3% increase for company
restaurants and 5.3% increase for franchise restaurants). Case
volume in the Company's retail supermarket business increased 2.7%
in 2003 when compared to the prior year.

"We are very pleased with the Company's continued revenue growth
and profitability," stated John L. Cutter, Chief Executive Officer
and President of Friendly Ice Cream. "Twelve consecutive quarters
of positive comparable systemwide restaurant sales is the result
of continued improvements to guest satisfaction and targeted
marketing. Guest satisfaction, supported by training initiatives
and management incentive programs, continues to be the top
priority for Friendly's. The recently completed re-franchising of
ten company-operated restaurants in Orlando to an existing
franchisee, along with an agreement to open up to 25 new
restaurants, will help to expand franchise development and growth
in the state of Florida."

Cutter continued, "During the fourth quarter, we continued to
refine the look and capital efficiency of our Impact program by
re-modeling eight company restaurants. The Impact program enhances
the guest experience by improving the appearance of our
restaurants and reinforces our 68-year ice cream heritage. Also
during the quarter, we opened two new company restaurants and our
franchisees opened three new franchise restaurants. For the year,
three new company restaurants opened and our franchisees opened
six new franchise restaurants."

Friendly Ice Cream Corporation's December 28, 2003 balance sheet
shows a stockholders' deficit of $98,026,000 compared to
$103,702,000 the previous year.

                    Business Segment Results

In the 2003 fourth quarter, pre-tax income in the restaurant
segment was $5.5 million, or 5.2% of restaurant revenues, compared
to $6.8 million, or 6.6% of restaurant revenues, in the fourth
quarter 2002. The decrease in pre-tax income was the result of an
increase in restaurant labor and fringe benefit costs and higher
expenses for advertising, depreciation, employment recruitment
fees for field management positions and pre-opening costs
associated with the opening of two company restaurants during the
quarter. Partially offsetting these costs was a 3.3% improvement
in comparable company restaurant sales, lower maintenance costs
and a decrease in general liability insurance claims.

Pre-tax income in the Company's foodservice segment was $3.5
million in the fourth quarter of 2003 compared to $2.6 million in
the fourth quarter 2002. The increase was mainly due to increased
sales to franchisees and to retail supermarket customers. Retail
case volume increased by 0.2% in the fourth quarter.

Pre-tax income in the franchise segment increased in the fourth
quarter to $1.4 million from $1.2 million in the prior year. The
increase is mainly due to higher royalty revenue from increased
comparable franchise restaurant sales of 5.7% for the quarter.

Corporate expenses of $12.4 million in the fourth quarter of 2003
increased by $0.1 million, or 1%, as compared to the fourth
quarter of 2002 primarily due to higher employment recruitment
costs, increased legal fees and a reduction in the benefit
realized from the Company's pension plan when compared to the
prior year. These increases were partially offset by depreciation
expense and lower interest expense resulting from reduced debt
levels.

                        Tender Offer

On February 17, 2004, the Company announced that it has commenced
a cash tender offer for all $176.0 million outstanding principal
amount of its 10 1/2% Senior Notes due 2007. The Company intends
to fund the tender offer through a private offering of a new
series of approximately $165.0 million of senior notes, available
cash and borrowings under its revolving credit facility. The
Company has obtained an amendment to its existing $30.0 million
revolving credit facility to increase the amount which may be
borrowed under the revolver to $45.0 million and to extend the
term to June 2007. The tender offer and the effectiveness of the
amendment to the credit facility are subject to a number of
conditions including completion of the offering of the new senior
notes.

                    Franchising Agreement

On January 15, 2004, the Company entered into an agreement with an
existing franchisee, Central Florida Restaurants LLC, to grant
certain limited exclusive rights to operate and develop Friendly's
restaurants in designated areas within the Orlando, Florida
market. The franchisee purchased certain equipment assets, lease
and sublease rights and franchise rights in ten existing company
operated restaurants. The agreement includes a commitment to open
an additional ten restaurants over the next six years with an
option for fifteen more restaurants in the following five years.
Gross proceeds from the sale were approximately $3.2 million. The
Company expects to record a gain on this transaction of
approximately $0.7 million in the first quarter of 2004. The cash
proceeds will be used to reduce debt, subject to the terms of the
revolving credit facility.

An investor conference call to review fourth quarter 2003 results
will be held on Friday, March 5, 2004 at 2:00 P.M. Eastern Time.
The conference call will be broadcast live over the Internet and
will be hosted by John Cutter, Chief Executive Officer and
President. To listen to the call, go to the Investor Relations
section of the Company's website located at www.friendlys.com, or
go to www.streetevents.com. An online replay will be available
approximately one hour after the conclusion of the call.

Friendly Ice Cream Corporation is a vertically integrated
restaurant company serving signature sandwiches, entrees and ice
cream desserts in a friendly, family environment in over 530
company and franchised restaurants throughout the Northeast. The
company also manufactures ice cream, which is distributed through
more than 4,500 supermarkets and other retail locations. With a
68-year operating history, Friendly's enjoys strong brand
recognition and is currently remodeling its restaurants and
introducing new products to grow its customer base. Additional
information on Friendly Ice Cream Corporation can be found on the
Company's Web site http://www.friendlys.com/  


GALAXY NUTRITIONAL: Issues Clarification about Loan Compliance
--------------------------------------------------------------
Galaxy Nutritional Foods, Inc. (Amex: GXY), a leading producer of
nutritious plant-based dairy alternatives for the retail and
foodservice markets, issued a statement regarding clarification of
a response to an investor during yesterday's conference call while
discussing the results for its third quarter of fiscal 2004, ended
December 31, 2003.

Salvatore J. Furnari, Galaxy's Chief Financial Officer, stated, "I
would like to clarify a statement which I made during
[Wednes]day's conference call in response to a question from one
of our investors. The question related to the current status of
our loan covenants due to our sales being down versus our original
forecast. I stated that we currently had no violations or waivers
with our lenders that needed to be addressed.

However, to clarify that point, we did have a need to amend the
underlying loan covenants with both Southtrust Bank and Textron
Financial Corp. due to the new line item 'Employment Contract
Expense' appearing on our third quarter financial statements.
Since this line item wasn't anticipated when we finalized the loan
documents last May, the underlying loan covenants did not
specifically address the impact of this item when calculating any
required ratios. Prior to the call, the lenders had assured me
that, effective as of December 31, 2003, they would amend the
underlying loan covenants so that the Company would be in
compliance. I therefore stated that we were currently in
compliance with our loan covenants.

Upon reflection, I should have expanded my answer to the question
from the investor to specifically address this loan covenant
issue. We now have written confirmation from the lenders that they
will amend the underlying loan covenants accordingly, effective
December 31, 2003; and therefore, the Company will not be in
violation of any loan covenants as of that date. Our lenders are
currently preparing the necessary amendments."

              About Galaxy Nutritional Foods, Inc.

Galaxy Nutritional Foods is the leading producer of great-tasting,
health- promoting plant-based dairy and dairy-related alternatives
for the retail and foodservice markets. These phytonutrient-
enriched products, made from nature's best grains -- soy, rice and
oats -- are low- and no-fat (no saturated fat and no trans-fatty
acids), have no cholesterol, no lactose, are growth hormone and
antibiotic free and have more calcium, vitamins and minerals than
conventional dairy products. Because they are made with plant
proteins, they are more environmentally friendly and economically
efficient than dairy products derived solely from animal proteins.
Galaxy's products are part of the nutritional or functional foods
category, the fastest-growing segment of the retail food market.
Galaxy brand names include: Galaxy Nutritional Foods, Veggie,
Veggie Nature's Alternative to Milk, Veggie Slices, Soyco,
Soymage, Wholesome Valley, formagg and Lite Bakery. For more
information, please visit Galaxy's Web site at:

                http://www.galaxyfoods.com/


GENCO REDI MIX: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Genco Redi Mix, Inc.
        1001 Roman Road
        Grand Prairie, Texas 75050

Bankruptcy Case No.: 04-32015

Type of Business: The Debtor is a concrete ready mix producer
                  and supplier.

Chapter 11 Petition Date: February 19, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Mark Ian Agee, Esq.
                  Mark Ian Agee, P.C., Attorney at Law
                  5207 McKinney Avenue, Suite 16
                  Dallas, TX 75205
                  Tel: 214-320-0079

Total Assets: $497,858

Total Debts:  1,015,879

Debtor's 16 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Cemex US Operations           Materials                 $362,620
840 Gessner, Suite 1400
Houston, TX 77024


Martin Marietta Materials     Materials                 $130,581

Thomas Reyes Trucking         Services & Supplies        $89,000

Hanson Aggregates             Materials                  $87,584

Wells Fargo Bank              Credit Card                $50,500

Wells Fargo Equipment         Purchase Money            $169,804
Financing                     Security Interest
                              Value of Collateral:
                              $120,000

Trinity Materials, Inc.       Materials                  $48,181

Holcim US, Inc.               Materials                  $42,000

Ohio Casualty Group           Insurance                   $9,033

Advanta Business Cards        Credit Line                 $8,784

Advanta Business Cards        Credit Line                 $8,069

Texas Refinery Corp.          Materials                   $3,299

Betsy Price, Tarrant County   Property Taxes              $2,924

Mack Commercial Credit Corp.  Credit Line                 $1,750

Betsy Price                   Taxes                       $1,749

JTM Materials, Inc.           Materials                       $0


GIHON REALTY CORP: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Gihon Realty Corp.
        100 Hart Street #1B
        Brooklyn, New York 11206

Bankruptcy Case No.: 04-12168

Chapter 11 Petition Date: February 17, 2004

Court: Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

Debtor's Counsel: James E. Hurley, Jr., Esq.
                  225 Broadway - Ste 1401
                  New York, NY 10007
                  Tel: 212-240-9393

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


GLIMCHER REALTY: Posts Decreasing Net Income for Q4 and FY 2003
---------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT) announced financial results for
the fourth quarter and year ended December 31, 2003.

Net income available to common shareholders in the fourth quarter
of 2003 was $8.5 million, or $0.24 per share, as compared to $11
million, or $0.32 per share, in the fourth quarter of 2002. For
the year ended December 31, 2003, net income available to common
shareholders was $10.1 million, or $0.29 per share, as compared to
$24.4 million, or $0.75 per share, in 2002. Funds From Operations
("FFO") in the fourth quarter of 2003 was $29.5 million, an 84.2%
increase from the fourth quarter of 2002. On a per share basis,
FFO for the fourth quarter as compared to the same period in 2002
increased 79.1% to $0.77 per share. In the fourth quarter of 2003,
the Company incurred $436,200 of costs associated with the early
extinguishment of debt as compared to $9.8 million in the fourth
quarter of 2002. Excluding these costs, FFO per share for the
fourth quarter 2003 increased 13.6% from the fourth quarter of
2002. For the year ended December 31, 2003 FFO increased 4.7% to
$81.4 million or $2.13 per share. Excluding debt costs, FFO for
the year ended December 31, 2003 was $82.2 million as compared to
$89.1 million for 2002.

"In January our Company celebrated the 10-year anniversary of our
initial public offering," stated Michael P. Glimcher, President.
"With 2003 revenues exceeding $316 million, we have achieved a
250% increase in revenues since 1994. Recently Glimcher's common
stock hit an all time high of $26.06 on February 3, and consistent
with our strategy, we now own 100% of our properties. I am
extremely proud of our 2003 performance, our management team and
all the Glimcher associates."

                         Highlights

-- Revenues in the fourth quarter of 2003 were $93.1 million
compared with revenues of $80.2 million in the fourth quarter of
2002.  The 16.1% increase included incremental revenues of $7.3
million from four joint venture properties the Company acquired in
2003 and during the fourth quarter of 2002.  The acquisitions of
WestShore Plaza in August 2003 and Eastland Mall (Ohio) in
December 2003 accounted for $5.5 million of the quarterly
increase.  An increase in lease termination fees of $979,000 and a
$1.1 million decrease in outparcel sales were the other
significant changes in revenue during the quarter as compared to
the fourth quarter of 2002.

-- Revenues in 2003 were $316.9 million, an 18.3% increase from
the prior year.  Six mall properties acquired from joint venture
partners in 2003 and 2002 increased revenues by $41.0 million.  
The Company's acquisitions of WestShore Plaza and Eastland Mall
(Ohio) generated revenue growth of $7.4 million in 2003 and lease
termination fees received from tenants were $6.6 million in 2003
as compared to $2.1 million in 2002.  Offsetting these revenue
gains were $1.8 million fewer proceeds from outparcel sales in
2003 as compared to 2002 and a $3.5 million reduction in
comparable revenues from tenant reimbursements.

-- FFO for the quarter increased 84.2% from $16.0 million in the
fourth quarter of 2002 to $29.5 million.  Fourth quarter FFO
included a $2.5 million increase in operating income due to the
inclusion of four joint venture properties the Company acquired in
2003 or during the fourth quarter of 2002.  Also included is a
$1.2 million increase for the operating results of WestShore Plaza
and Eastland Mall (Ohio).  The Company also incurred $9.3 million
less in costs associated with the early extinguishment of debt in
the fourth quarter of 2003 as compared to the fourth quarter of
2002.  Fourth quarter 2002 FFO has been restated to reflect early
extinguishment of debt costs as a component of interest expense in
accordance with a new accounting standard, SFAS No. 145.  Prior to
January 1, 2003, these costs were reflected as extraordinary items
and added back to net income in computing FFO.

-- FFO for 2003 increased 4.7% to $81.4 million.  FFO for 2003
included full year operating results of $4.5 million for four
properties acquired from joint venture partners in the later half
of 2002 as well as the operating results of two properties
acquired from joint venture partners in 2003.  Also favorably
impacting 2003 FFO was the reduction in debt extinguishment costs,
from $11.3 million in 2002 to $825,900 in 2003.  The acquisition
of WestShore Plaza and Eastland Mall (Ohio) favorably impacted
2003 FFO by $1.5 million or $.04 per share. Offsetting these
increases was $14.1 million of charges recorded by the Company in
the first and second quarters of 2003 for bankrupt tenants and
prior years' estimated recoveries of property expenses.

-- Occupancy for mall stores at December 31, 2003 was 89.6%.  
Excluding the 2003 acquisitions of WestShore Plaza and Eastland
Mall (Ohio), comparable mall store occupancy was 90.2% at December
31, 2003, consistent with mall store occupancy of 90.1% at
December 31, 2002.

-- Mall store average rents were $23.89 per square foot at
December 31, 2003, an increase of 2.9% from December 31, 2002.  
Excluding the 2003 acquisitions of WestShore Plaza and Eastland
(Ohio), comparable mall store average rents per square foot
increased 1.4% to $23.54 on a year- over-year basis.

-- Same mall net operating income improved in the fourth quarter
of 2003 by 2.9% and for the year was unchanged from 2002.  Same
store mall revenue decreased 1.2% in the fourth quarter of 2003
and 1.2% on a year-over-year basis, primarily due to lower lease
termination fees received from tenants.

-- In the fourth quarter of 2003 the Company sold two community
centers for $5.35 million.  The cash proceeds from these sales was
used to pay down debt.  Total asset sales in 2003 were $24.8
million, producing a net loss of $1.8 million.  Assets sold during
2003 included five community centers and one vacant anchor at a
community center.  In addition, four outparcels were sold in 2003
for $2.5 million.  Asset sales in 2002 of $274.7 million included
27 community centers and three single tenant assets, generating a
net gain of $15.8 million.  Seven outparcels were sold in 2002 for
$4.3 million.

-- Debt-to-total-market capitalization at December 31, 2003 was
55.5% based on the common share closing price of $22.38, compared
to 57.9% at December 31, 2002.  Fixed rate debt represented 84.1%
of total Company debt at December 31, 2003.

                 New Corporate Credit Facility

On October 17, 2003 the Company replaced its existing secured
credit facility that was scheduled to mature on January 31, 2004
with a new $150 million three-year secured bank credit facility
maturing on October 16, 2006. The interest rate on the new credit
facility ranges from 1.15% to 1.70% over LIBOR per annum depending
upon the Company's ratio of debt to total asset value. The
interest rate on the previous credit facility ranged from 1.60% to
1.90% over LIBOR per annum. The new credit facility is secured by
a mortgage on three malls and eleven community centers. At
December 31, 2003 the outstanding balance on the new credit
facility was $80.8 million.

                         Acquisitions

On December 22, 2003, the Company acquired Eastland Mall, a
940,000 square foot enclosed mall located in Columbus, Ohio for
$29.65 million. The acquisition was funded with a new $24.0
million three-year bank loan bearing interest at LIBOR plus 2.00%
per annum and approximately $5.0 million in borrowings under the
Company's credit facility.

On January 5, 2004, the Company acquired for $56.5 million the
remaining joint venture interests in Polaris Fashion Place, a 1.6
million square foot upscale mall, and in Polaris Towne Center, a
443,165 square foot community center, both located in Columbus,
Ohio. The purchase (including loan fees) was funded with a new
$36.5 million loan secured by the equity interests in Polaris
Fashion Place, the issuance of 594,342 operating partnership units
and approximately $6.6 million in additional borrowings on the
Company's credit facility. The new debt matures in one year and
bears interest at a rate of LIBOR plus 3.00% per annum. With the
acquisition of these two joint ventures, the Company fully owns
all of its properties.

                    Preferred Stock Issuance

On January 23, 2004, the Company announced a $150 million public
offering of 6,000,000 shares of 8.125% Series G Cumulative
Redeemable Preferred Shares of Beneficial Interest at a price of
$25.00 per share. The Company also announced that it will redeem
all of its outstanding 9.25% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest on February 27, 2004. The
net proceeds of the Series G preferred share offering of
approximately $144.9 million will be used to repay $16.9 million
in subordinated mortgage debt relating to the Company's Great Mall
of the Great Plains located in Olathe, Kansas and to fund the
redemption of the Company's outstanding Series B Preferred Shares.

                             Outlook

For the full year of 2004, the Company estimates FFO per share to
be in the range of $2.28 to $2.34 per share and earnings per share
to be in the range of $0.41 to $0.47 per share. This range
incorporates the Company's January 2004 acquisitions and no
additional acquisitions in 2004, the issuance of Series G
Preferred Shares and the full redemption of Series B Preferred
Shares, discussed earlier. The Series B redemption creates a one-
time, non- cash charge of $4.8 million or $0.12 per share in the
first quarter of 2004. This charge represents costs that were
incurred and reported as an adjustment to Paid In Capital as
required under GAAP at the time of the initial issuance of the
Series B shares in 1997. Under the current NAREIT definition, this
is not an item that can be added back to net income in computing
FFO. Accordingly, the range includes the $0.12 per share charge as
a reduction in 2004 FFO.

       Funds From Operations and Net Operating Income

This press release contains certain non-Generally Accepted
Accounting Principles (GAAP) financial measures and other terms.
The Company's definition and calculation of these non-GAAP
financial measures and other terms may differ from the definitions
and methodologies used by other REITs and, accordingly, may not be
comparable. The non-GAAP financial measures referred to below
should not be considered as alternatives to net income or other
GAAP measures as indicators of our performance.

Funds from Operations is used by industry analysts and investors
as a supplemental operating performance measure of an equity real
estate investment trust ("REIT"). The Company uses FFO in addition
to net income to report operating results. FFO is an industry
standard for evaluating operating performance defined as net
income, plus real estate depreciation, less gains or losses from
sales of depreciable property, extraordinary items and the
cumulative effect of accounting changes. Reconciliations of non-
GAAP financial measures to net income available to common
shareholders are included in the Operating Results section of this
press release.

Net Operating Income (NOI) is used by industry analysts, investors
and Company management to measure operating performance of the
Company's properties. NOI represents total property revenues less
property operating and maintenance expenses. Accordingly, NOI
excludes certain expenses included in the determination of net
income such as property management and other indirect operating
expenses, interest expense and depreciation and amortization
expense. These items are excluded from NOI in order to provide
results that are more closely related to a property's results of
operations. In addition the Company's computation of same mall NOI
excludes property bad debt expense and termination income. Certain
items, such as interest expense, while included in FFO and net
income, do not affect the operating performance of a real estate
asset and are often incurred at the corporate level as opposed to
the property level. As a result, management uses only those income
and expense items that are incurred at the property level to
evaluate a property's performance. Real estate asset depreciation
and amortization is excluded from NOI for the same reasons that it
is excluded from FFO pursuant to NAREIT's definition.


Glimcher Realty Trust, a real estate investment trust, is a
recognized leader in the ownership, management, acquisition and
development of enclosed regional and super-regional malls and
community shopping centers. At December 31, 2003, the Company's
mall portfolio GLA totaled approximately 21.8 million square feet.
Additionally, the community center and single tenant portfolio
totaled approximately 5.2 million square feet. Currently, Glimcher
owns a total of 70 properties in 22 states aggregating
approximately 27.0 million square feet of GLA. Glimcher Realty
Trust's common shares are listed on the New York Stock Exchange
under the symbol "GRT." Glimcher Realty Trust's Series B and
Series F preferred shares are listed on the New York Stock
Exchange under the symbols "GRT-B" and "GRT-F," respectively.   
Visit Glimcher at http://www.glimcher.com/

                          *    *    *

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

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


GOLD KIST: S&P Assigns B+ Senior Secured Bank Loan Rating
---------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' senior
secured bank loan rating on the proposed amendment and restatement
to poultry cooperative Gold Kist Inc.'s existing $125 million
senior secured revolving credit facility due 2007. At the same
time, Standard & Poor's assigned its recovery rating of '1' to the
bank credit facility. The 'B+' rating is one notch higher than the
corporate credit rating on Gold Kist; this and the '1' recovery
rating indicate a high expectation of full recovery of principal
in the event of a default.

Standard & Poor's also assigned its 'B-' senior unsecured debt
rating to Gold Kist's proposed $200 million senior notes due 2014.
In addition, Standard & Poor's assigned its 'B' corporate credit
rating. The senior unsecured rating is notched down from the
corporate credit rating because of the amount of secured debt.
There is $125 million under the senior secured revolving credit
facility and about $100 million of other debt instruments and
obligations outstanding that share in the bank collateral under an
inter-creditor agreement.

Proceeds from these issues will be used to refinance the company's
existing senior credit facilities and repay certain term loans.

The outlook is stable. Pro forma for the refinancing, total rated
debt on Atlanta, Georgia-based Gold Kist is about $325 million.

"The ratings on Gold Kist reflect the inherent cyclical nature and
seasonality of the cooperative's agricultural-based poultry
business, low-margins, high debt levels, some geographic and
customer concentration, and moderate discretionary cash flow.
These factors are somewhat mitigated by the cooperative's position
as the third-largest poultry producer in this consolidating
industry, distribution through all channels--retail, food service,
and industrial--and a modest debt maturity schedule," said credit
analyst Jayne M. Ross.

Gold Kist is a farmer-owned agricultural marketing cooperative
with vertically integrated poultry operations principally located
in the southeastern part of the U.S. with about a 9% market share.
The company markets a wide variety of poultry products under its
own brands and private label. In addition, the cooperative has a
small pork production operation in the Southeast and has a joint
venture arrangement with Land O'Lakes Inc. in the form of a
limited liability hog sales and production company.


GOODYEAR: Steelworkers Press for Investigation on Tire Production
-----------------------------------------------------------------
The United Steelworkers of America (USWA) demanded an
investigation into the possible violation of its contract, which
calls for new products developed for sale in North America to be
manufactured in Steelworker-represented plants. Earlier this
month, Goodyear announced that the new Assurance tire line would
be produced at its non-union facility in Lawton, Oklahoma.

"The company's announcement significantly undercuts the goodwill
and cooperation that is the basis of the contract ratified by our
members last September," said USWA International vice president
Andrew V. Palm. "We are deeply concerned that this announcement
came without any discussion or notice, particularly given our
patience and understanding regarding the company's slow progress
on their promised financial restructuring."

"While we remain committed to working with the Company, we will
not allow it to become a one-way street. This Company has some
serious explaining to do to its employees and their Union."

The Protected Plant provisions of the contract guarantees
"meaningful and significant first consideration and preference" to
twelve USWA facilities for producing new products developed for
sale in North America. These provisions were critical features of
the recently negotiated agreement which provided USWA members with
a network of job security measures in exchange for providing the
company with the short-term flexibility it needed to get its
operations back on track.

The contract also requires Goodyear to reduce its debt obligations
and refinance its debt by December 31, 2003, with the Union
holding the right to strike if the refinancing is not completed.

"We are demanding an immediate and thorough investigation of the
company's failure to commit to producing this tire line in one of
our facilities," said Ron Hoover, USWA Contract Coordinator. "And
we will continue to closely monitor all developments relating to
the investigations of the Company's accounting irregularities.

The USWA represents 19,000 workers at 13 facilities throughout the
U.S. They are located in Akron, Ohio; Buffalo, New York; Danville,
Virginia; Fayetteville, North Carolina; Freeport, Illinois;
Gadsden, Alabama; Lincoln Nebraska; Marysville, Ohio; St. Marys,
Ohio; Sun Prairie, Wisconsin; Topeka, Kansas; Tyler Texas and
Union City, Tennessee.

All the facilities except the Tyler plant were designated as
protected plants in the contract. The Tyler facility was granted
partial protected status, with the opportunity to obtain full-
protected status upon attaining certain goals. As part of the
agreement, the Huntsville, Alabama facility was not granted
protected status and was closed in December 2003.

Protected Plant status guarantees among other things, no closures
during the three-year contract; minimum staffing levels; import
restrictions; capital investments commitments as well as
"meaningful and significant first consideration and preference"
for new products developed for sale in the North America market.

The USWA represents 1.2 million active and retired members in the
U.S. and Canada.

                       *    *    *  

As reported in the Troubled Company Reporter's February 17, 2004
edition, Fitch Ratings downgraded Goodyear Tire & Rubber Company's
senior unsecured rating to 'CCC+' from 'B' and the senior secured
bank facilities to 'B' from 'B+' The Rating Outlook remains
Negative. Approximately $5 billion of debt(as of Sept. 30, 2003)
is affected.

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

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

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


GS MORTGAGE: S&P Ups and Affirms Series 1999-C1 Note Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of GS Mortgage Securities Corp. II's commercial mortgage
pass-through certificates from series 1999-C1. Concurrently, the
ratings on eight classes from the same transaction are affirmed.

The raised ratings reflect the successful resolution of several
specially serviced assets. The affirmed ratings reflect adequate
levels of credit enhancement for the respective ratings.

As of Jan. 20, 2004, the trust collateral consisted of 285 loans
with an aggregate outstanding principal balance of $794.1 million,
down from 304 loans totaling $856.7 million at issuance. The
master servicer, GMAC Commercial Mortgage Corp., provided full-
year 2002 net cash flow debt service coverage figures for 89.3% of
the pool. Based on this information, Standard & Poor's calculated
a weighted-average DSC of 1.47x (which excludes three defeased
loans), up from 1.44x at issuance. Additionally, Standard & Poor's
received 2003 year-to-date financial data for 220 loans (74.1% by
balance). Analysis of this data yields a weighted average YTD DSC
of 1.48x for 2003. The trust has experienced seven realized losses
to date, amounting to $6.9 million (0.8%), and has six loans with
appraisal reduction amounts (ARA) aggregating to $4.7 million
(0.6%).

The top 10 loans have an aggregate outstanding balance of $132.9
million (16.7%) and reported a 2002 weighted average DSC of 1.09x,
down from 1.39x at issuance. The 2002 DSC figure excludes three
loans for which financial information is still unavailable.
Partial-year 2003 financial data was available for six of the top
10 loans and financial performance has been comparable or lower
when compared to 2002 DSC figures. As part of its surveillance
review, Standard & Poor's reviewed recent property inspections for
assets underlying the top 10 loans. The properties that secure
nine of top 10 loans were characterized as "excellent" or "good."
The sole exception, the Atrium Hotel, was characterized as "fair."
Three of the top 10 loans are specially serviced, two loans are on
GMACCM's watchlist, and one loan, secured by Bruckner Nursing
Home, has not reported full-year financial data since 1999.

There are 16 loans with an outstanding balance of $66.8 million
(8.4%) that are with the special servicer, Lennar Partners Inc.
This includes three of the top 10 loans. The third-largest loan in
the trust is secured by a 221-room luxury hotel in Chicago,
Illinois, and has an outstanding balance of $17.5 million (2.2%).
The borrower is delinquent in funding the furniture, fixtures, and
equipment (FF&E) reserve and has requested a downward adjustment
to this $10,000 monthly reserve requirement. The loan is current
on its principal and interest payments, but has been specially
serviced several times in the past three years. The fourth-largest
loan in the portfolio has an outstanding balance of $16.5 million
(2.1%) and is secured by a 380,000-sq.-ft. retail property in
Roswell, Georgia. This asset has been with Lennar since 2001 due
to a payment default. Kmart, which previously occupied 90,000-sq.-
ft. and paid $2 per sq.-ft., vacated its space in 2003. In August
2003, the borrower entered into a forbearance agreement in which
it agreed to, among other things, provide the lender $400,000 to
fund capital expenditures associated with re-leasing the vacant
space. The borrower also agreed to repay past due P&I and escrow
obligations by June 2004, a commitment that it fulfilled in
November 2003. The lender has agreed to waive other obligations
and fees amounting to $1.2 million if the loan is repaid by
Dec. 31, 2004. Hobby Lobby has signed a lease to occupy 65,000-
sq.-ft. of the space previously occupied by Kmart and will pay $6
per sq.-ft. As of Jan. 1, 2004, the property is 100% leased. The
seventh-largest loan in the trust collateral is secured by a 214-
room hotel in Irvine, California, which has an outstanding
balance of $10.7 million (1.3%). The borrower has entered a
forbearance agreement by which it is required to fund all
arrearages via six equal payments beginning in July 2004.
Additionally, the borrower contributed $100,000 toward these
obligations when the forbearance agreement was signed and provided
a personal guarantee for all arrearages. The borrower's monthly
P&I obligations have not been modified and the borrower remains
current on these payments. Standard & Poor's anticipates minimal
losses, if any, on these three assets. The other 13 loans that are
in special servicing have an aggregate balance of $22.2 million
(2.8%). Standard & Poor's expects substantial losses on the three
assets in Kentucky that are in special servicing as well as for
several, but not all, assets for which there is a corresponding
ARA.

GMACCM's watchlist consists of 71 loans with an aggregate
outstanding balance of $198.8 million (25.0%), and includes two of
the top 10 loans in the trust collateral. The second-largest loan
has an outstanding balance of $17.7 million (2.2%) and is secured
by a 746-unit multifamily complex in Erie, Pennsylvania. This
asset appears on the watchlist because it reported a DSC of 1.04x
in 2002, a figure that has not subsequently improved. In fact,
this asset would have reported a DSC of less than 1.10x since 2000
if there had been a standard assumption for capital expenditures
(currently estimated to be $300 per unit). The ninth-largest loan
in the pool has an outstanding principal balance of $10.2 million
(1.3%) and is secured by a 108,000-sq.-ft. office building in
Bethesda, Md. This asset reported a third quarter 2003 DSC of
1.22x and 78.2% occupancy, down from 2.12x and 99.0%,
respectively, in 2001. 2002 financial data for this asset is still
unavailable. Two of the top five tenants in this building are on
month-to-month leases, while the second-largest tenant's lease
expires in June 2005. The 69 other assets appear on the watchlist
primarily due to DSC or occupancy issues. Additionally, 46.8% of
the watchlist by balance (33 by loan count) comprises multifamily
assets. The trust collateral is located across 37 states, and only
Texas (13.0%) and California (10.0%) domicile more than 10.0% of
the pool balance. Property concentrations are found in multifamily
(32.3%), retail (25.0%), and office (16.6%) assets.

Standard & Poor's stressed the specially serviced loans and the
loans that appear on the watchlist, when appropriate, in its
analysis. The resultant credit enhancement levels support the
raised and affirmed ratings.
   
                        RATINGS RAISED

        GS Mortgage Securities Corp. II
        Commercial mortgage pass-through certs series 1999-C1
    
                 Rating
        Class   To       From   Credit Enhancement
        B       AAA      AA+               27.74%
        C       AA-      A+                22.13%
   
                        RATINGS AFFIRMED
    
        GS Mortgage Securities Corp. II
        Commercial mortgage pass-through certs series 1999-C1
   
        Class   Rating   Credit Enhancement
        A-1     AAA                  33.07%
        A-2     AAA                  33.07%
        D       BBB                  14.85%
        E       BBB-                 13.16%
        F       B+                    7.28%
        G       CCC+                  3.63%
        H       CCC-                  2.79%
        X       AAA                      -


GUESS? INC: Reports Improved 4th Quarter and FY 2003 Results
------------------------------------------------------------
Guess?, Inc. (NYSE: GES) reported financial results for the fourth
quarter and fiscal year ended December 31, 2003.

                  Fourth Quarter Results

For the fourth quarter of 2003, the Company reported net earnings
of $11.8 million, or diluted earnings of $0.27 per share, compared
to a net loss of $4.6 million, or a diluted loss of $0.11 per
share, for the fourth quarter of 2002. The 2003 fourth quarter
results include impairment charges of $1.6 million, or $0.9
million net of tax, or $0.02 per diluted share, of which $1.2
million relate to the Company's fourth quarter decision to close
its 10 underperforming kids' stores. The 2002 fourth quarter
results include restructuring, impairment and severance charges of
$8.5 million, or $6.1 million net of tax, or $0.14 per diluted
share, associated with various actions the Company took to lower
future operating costs.

Carlos Alberini, President and Chief Operating Officer, commented,
"Guess? capped off 2003 with an excellent performance in the
fourth quarter. Results were driven by higher sales and a
significant gross margin increase in the period coupled with
continued cost control, which resulted in an SG&A rate improvement
of over 500 basis points. Our retail segment generated the
greatest gains, with operating income up by $15.4 million, or
160.4%, a testament to the leverage of our retail business model
and its significant opportunity for growth. We have entered 2004
with an improved balance sheet. Cash and restricted cash at year-
end 2003 totaled $71.7 million, inventories were down 12.7% from a
year ago, and total debt was 16.6% lower than the prior year-end.
We have strong business momentum and look forward to building on
our progress in the future."

Total net revenue for the fourth quarter of 2003 increased 19.1%
to $199.3 million from $167.4 million in the fourth quarter of
2002. The Company's retail stores, including those in Canada,
generated revenues of $154.2 million in the 2003 fourth quarter, a
17.7% increase from $130.9 million reported in the same period a
year ago. Comparable store sales increased 11.7% during the fourth
quarter of 2003 from the year-ago period. Net revenue from the
Company's wholesale segment increased 29.7% to $34.2 million in
the fourth quarter of 2003 from $26.4 million in the year-ago
period. Licensing segment net revenue increased 8.3% to $10.9
million in the 2003 fourth quarter from $10.1 million in the
fourth quarter last year.

                    Full Year 2003 Results

For the full year ended December 31, 2003, the Company reported
net earnings of $7.3 million, or diluted earnings of $0.17 per
share, versus a net loss of $11.3 million, or a diluted loss of
$0.26 per share, in the comparable 2002 period. The 2003 results
include impairment and severance charges of $2.4 million, or $1.4
million net of tax, or $0.03 per diluted share. The 2002 results
include litigation settlement proceeds of $4.3 million, or $2.9
million net of tax, or $0.07 per diluted share, and restructuring,
impairment and severance charges of $9.2 million, or $6.2 million
net of tax, or $0.14 per diluted share.

Total net revenue for 2003 increased 9.2% to $636.6 million from
$583.1 million in 2002. The Company's retail stores, including
those in Canada, generated revenue of $447.7 million for 2003, an
increase of 16.4% from $384.5 million for last year. Comparable
store sales increased 9.3% for the 2003 year. Net revenue from the
Company's wholesale segment decreased 6.6% to $149.1 million in
2003 from $159.6 million in 2002. Licensing segment net revenue
for 2003 increased 1.8% to $39.8 million from $39.0 million for
the prior year.

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


HERVAL CONSTRUCT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Herval Construction & Masonry Corp.
        174 Passaic Avenue
        Fairfield, New Jersey 07004

Bankruptcy Case No.: 04-15203

Type of Business: The Debtor provides construction and
                  renovation services.

Chapter 11 Petition Date: February 18, 2004

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Howard S. Greenberg, Esq.
                  Ravin Greenberg, PC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: 973-226-1500

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
E.L. Congdon & Sons Lumber Co.             $286,519
17 Park Avenue
West Orange, NJ 07052

SIBCO Electrical Contracting               $132,427

Birch Lumber Company, Inc.                 $107,668

Pella Windows & Doors                       $73,654

American Express                            $67,338

Valley National Bank                        $65,267

Hardware Designs, Inc.                      $39,801

Nodoro Plumbing & Heating                   $37,006

Platinum Plus For Business                  $34,936

Devine Roofing Co.                          $33,289

Cananwill, Inc.                             $32,928

Roco-Drywall                                $29,800

J.V. Woodworking                            $22,500

Structural Stone Co., Inc.                  $18,390

Waste Management                            $14,932

Heines Insulation Co., Inc.                 $14,390

Extend Inds.                                $12,146

Sunrise Nurseries                           $11,915

Columbian Iron Works, Inc.                  $11,850

Home Depot Credit Services                  $10,674


HOMESTEADS COMMUNITY: Section 341(a) Meeting Fixed for March 8
--------------------------------------------------------------
The United States Trustee will convene a meeting of Homesteads
Community at Newtown, LLC's creditors at 12:00 p.m., on
March 8, 2004, to be held in the Bankruptcy Meeting Room, One
Century Tower, 265 Church Street, Suite 1104, New Haven,
Connecticut 06510-7017. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in 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 Approves Settlement Pact with Horizon
--------------------------------------------------------------
Horizon/CMS Healthcare, formerly known as Horizon Healthcare
Corporation, and its parent company, HealthSouth Corporation,
filed 47 proofs of claim in these Chapter 11 Cases.  The Claims
relate primarily to claimed adjustments in the purchase price and
claimed breaches of a Purchase and Sale Agreement, dated
November 3, 1997, between Integrated Health Services, Inc. and
Horizon et al.  Pursuant to Sale Agreement, IHS purchased certain
healthcare businesses owned by Horizon.

The Debtors objected to 46 of Horizon's Claims.  By a Court-
approved stipulation between the Debtors and Horizon et al., 34
of the Claims were disallowed and expunged, leaving 13 claims on
file:

        Claim No.              Claim Amount
        ---------              ------------
          10856                 $10,208,711
          10855                  22,803,557
          10857                   8,244,797
          10858                  16,787,457
          10854                  15,189,519
          10863                  30,620,000
          10861                     600,000
          10420                 121,888,881
          10862                   1,500,000
          10859                   1,000,000
          10864                   4,934,840
            753                     550,000
          13108                       6,527

IHS Liquidating LLC notes that the Remaining Claims, net of
duplicates, assert an aggregate amount of approximately
$127,700,000:

A. Rejection Damages

   Horizon et al. seek $73,234,041 in damages arising from the
   Debtors' rejection of four management agreements pursuant to
   which the Debtors operated five facilities in North Andover,
   Brighton, Hyannis, Middleboro and Worcester, Massachusetts --
   the Greenery Facilities -- under Horizon et al.'s licenses as
   provided by the terms of acquisition.

   Edmond L. Morton, Esq., at Young Conaway Stargatt & Taylor,
   in Wilmington, Delaware, relates that the Debtors submitted an
   application for licensure of the Greenery Facilities in March
   1998, approximately two and a half months after the
   December 31, 1997 closing.  However, the Massachusetts
   Department of Public Health later rejected the application as
   incomplete.  On July 16, 1998, the Debtors resubmitted their
   application.  The Public Health Department again rejected it.  
   In November 1998, the Debtors retained new counsel to pursue
   licensure, but were unable to complete the application
   process.  The application was abandoned in late 1999 due to
   the Debtors' worsening financial condition.  

   Mr. Morton contends that the Debtors acted diligently under
   the circumstances and therefore are not liable for the claimed
   rejection damages.  Horizon et al. question the Debtors'
   diligence and assert that they were able to obtain licensure
   not long before the Debtors' attempt and did so over the
   course of an application process that spanned no more than
   several months.

B. Indemnification and Defense Costs

   Horizon et al. seek indemnification and defense costs under
   the Purchase and Sale Agreement with respect to regulatory
   lawsuits with the Commonwealth of Massachusetts and the State
   of Michigan and two personal injury actions pending in State  
   Courts in North Carolina and Nevada, in the aggregate amount
   of $13,500,000.  The Debtors dispute these claims because the
   claims either have been released, have been satisfied or are
   premature.

C. Judgment Claim in the Southern Oaks Litigation

   Horizon et al. assert a claim for $30,620,000 with respect to
   a judgment against them, affirmed on appeal, in litigation
   with the owner of the Southern Oaks Facility, which litigation
   the Debtors assumed responsibility for under the terms of the
   Purchase and Sale Agreement.  The Debtors believe the Claim
   to be overstated by approximately $7,000,000.  The Debtors
   further believe that they have a defense to the claim under
   Section 509(c) of the Bankruptcy Code.

D. Additional Rejection Damages and Indemnification

   Horizon et al. seek additional rejection damages and
   indemnification for $6,500,000, with respect to administrative
   fines relating to the Royal Oaks facility and other
   unidentified facilities and $3,934,840 due to an alleged
   breach of certain contractual obligations to lease and build
   certain facilities in Nevada.  According to Mr. Villoch,
   Horizon et al. provided insufficient information for the
   Debtors to identify any corresponding liabilities.

The Debtors, IHS Liquidating and Horizon et al. negotiated a
settlement of all disputes between them, including those relating
to the Debtors' Objection as it pertains to the Remaining Claims.
The salient terms of the Settlement Agreement are:

   (a) Claim No. 10420 for $121,888,881 filed on behalf of
       HealthSouth will be irrevocably reduced, fixed and
       classified as an allowed unsecured non-priority claim for  
       $30,000,000 to be treated as a Class 6 Claim in accordance
       with the IHS Plan;

   (b) Each of the Remaining Claim Nos. 10856, 10855, 10857,
       10858, 10854, 10863, 10861, 10862, 10859, 10864, 753,
       13108, and any other claims filed in these Chapter 11
       cases by or on behalf of or transferred to or held by any
       and all of Horizon et al. will be disallowed and expunged
       with prejudice; and

   (c) IHS Liquidating and the Debtors, on the one hand, and
       Horizon et al., on the other hand, will exchange releases.

Mr. Morton points out that the Settlement Agreement will
eliminate tens of millions of dollars of potential prepetition
liability.  The Settlement Agreement also allows IHS Liquidating
to avoid disruption and distraction of defending complex
litigations potentially in multiple courts and further avoid
administrative costs and the uncertain outcomes of litigations.

At the Debtors' request, the Court approved the Settlement
Agreement.   

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)   


INTERNET CAPITAL: December 2003 Deficit Narrows to $19 Million
--------------------------------------------------------------
Internet Capital Group, Inc. (Nasdaq: ICGE) reported its results
for the fourth quarter and fiscal year ended December 31, 2003.

"The past year was pivotal for ICG in terms of progress made
against our primary goals of improving our financial position and
driving partner company progress," said Walter Buckley, ICG's
chairman and CEO. "Considering our current liquidity position and
refinancing opportunities, we are confident that we will satisfy
our convertible debt obligations at or prior to maturity. This
will enable us to fully focus our resources on building our key
partner companies, which we believe will result in long-term
stockholder value."

           Retirement of Convertible Notes & Liquidity

As of February 18, 2004, cash on an ICG corporate basis totaled
$48.6 million and the market value of ICG's holdings in its four
public partner companies was approximately $39 million, while the
outstanding balance of the Company's 5.5% convertible notes was
$51.9 million. Common shares outstanding total 718.1 million as of
February 18, 2004.

                    ICG Financial Results

ICG's financial results have been adjusted for all prior periods
to reflect the fourth quarter disposition of the assets of One
Coast Network ("OCN").

ICG reported consolidated GAAP revenue of $16.5 million and a net
loss of $(56.4) million, or $(0.15) per share, for the fourth
quarter of 2003. This compares to consolidated GAAP revenue of
$24.0 million and a net loss of $(40.3) million, or $(0.15) per
share, for the comparable 2002 period. The decrease in revenue is
due to lower software and services revenue and the deconsolidation
of two partner companies.

ICG reported consolidated GAAP revenue of $70 million and a net
loss for the full year 2003 of $(135.9) million compared to
consolidated GAAP revenue of $79.5 million and a net loss of
$(102.2) million for the corresponding 2002 period.

Results for the fourth quarter of 2003 include $43 million of
unusual charges, which primarily relate to the accounting for the
debt-for-equity exchanges and impairment charges, compared to $14
million reported for the corresponding 2002 period. For the full
year 2003 period, unusual charges increased ICG's net loss by $67
million, while in 2002, the Company benefited from net gains of
$69 million. A schedule of these unusual charges is included as an
attachment to this release.

"Excluding the effects of the debt-for-equity exchanges and other
unusual items, our losses continue to narrow," commented Anthony
Dolanski, chief financial officer of ICG.

Internet Capital Group, Inc.'s December 31,2003 balance sheet
shows a stockholders' deficit of $19,280,000 compared to
$51,646,000 the previous year

                Private Core Company Results

In an effort to illustrate macro trends within its private Core
companies, ICG provides an aggregation of revenue and net loss
figures reflecting 100% of the revenue and Aggregate EBITDA for
these companies. The Company has consistently defined Aggregate
EBITDA for these purposes as earnings/(losses) before interest,
tax, depreciation, amortization and excluding stock-based
compensation, restructuring charges and impairments ("Aggregate
EBITDA"). ICG does not own its Core companies in their entirety
and, therefore, this information should be considered in this
context. Aggregate revenue and Aggregate EBITDA, in this context,
represent certain of the financial measures used by the Company's
management to evaluate the performance for Core companies. The
Company's management believes these non-GAAP financial measures
provide useful information to investors, potential investors,
securities analysts and others so each group can evaluate private
Core companies' current and future prospects in a similar manner
as the Company's management. A reconciliation to the most
comparable GAAP measure is included as an attachment to this
release. OCN has been excluded from these results.

ICG's private Core companies reported positive Aggregate EBITDA of
$8.6 million for the quarter as compared with a $2.9 million
positive Aggregate EBITDA in the third quarter of 2003 and a
$(0.8) million Aggregate EBITDA loss in the fourth quarter of
2002.

Aggregate revenue for ICG's private Core companies was $95 million
for the quarter, or a 6% increase over aggregate revenue of $90
million during the third quarter of 2003, and a 10% increase over
the fourth quarter of 2002 revenue of $86 million.

For the quarter, ICG's private Core companies also reported an
aggregate $(7.7) million net loss as compared with a $(14.3)
million net loss in the third quarter of 2003 and a $(18.9)
million net loss in the fourth quarter of 2002.

Looking ahead, ICG expects that private Core company overall
results for the full year 2004, including both revenues and
earnings, will be an improvement over those of 2003. Historically,
first quarter results are lower than the previous fourth quarter
results.

Internet Capital Group, Inc. -- http://www.internetcapital.com--  
is an information technology company actively engaged in
delivering software solutions and services designed to enhance
business operations by increasing efficiency, reducing costs and
improving sales results. ICG operates through a network of partner
companies that deliver these solutions to customers. To help drive
partner company progress, ICG provides operational assistance,
capital support, industry expertise, access to operational best
practices, and a strategic network of business relationships.
Internet Capital Group is headquartered in Wayne, Pennsylvania.


ISLE OF CAPRI: Sells Senior Subordinated Notes in Private Offering
------------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) announced that it has
agreed to sell $500 million in aggregate principal amount of its
7.0% senior subordinated notes due 2014. Isle of Capri Casinos,
Inc. intends to complete the transaction on or about
March 3, 2004.  

The notes are being sold in the United States only to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, and to non-U.S. persons in
accordance with Regulation S under the Securities Act. The notes
have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.  

Isle of Capri Casinos, Inc. intends to use the net proceeds of
this sale to fund its offer to purchase $390 million in aggregate
principal amount of its 8 3/4% senior subordinated notes due 2009
and the consent payment provided in the related consent
solicitation, repay a portion of its borrowings under its senior
secured credit facility and for general corporate purposes.  No
assurance can be given that the sale will be completed, and the
sale is subject to market and other customary conditions.

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; 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.


IW INDUSTRIES: Employing Piper Rudnick as Bankruptcy Counsel
------------------------------------------------------------
I.W. Industries, Inc., is seeking permission from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Piper Rudnick LLP as its bankruptcy counsel.

The Debtor relates that when it became apparent that a bankruptcy
filing was likely, it requested Piper Rudnick to provide advice
regarding, among other things, preparation for the commencement
and prosecution of a case under chapter 11 of the Bankruptcy Code.

In its capacity as Debtor's counsel, Piper Rudnick will:

     a) advise the Debtor with respect to its powers and duties
        as debtor and debtor in possession in the continued
        management and operation of its business and property;

     b) attend meetings and negotiate with representatives of
        creditors and other parties in interest, and advise and
        consult on the conduct of cases, including all of the
        legal and administrative requirements of operating in
        Chapter 11;

     c) advise the Debtor in connection with any contemplated
        sales of assets or business combinations, including
        negotiating any asset, stock purchase, merger or joint
        venture agreements, formulating and implementing any
        bidding procedures, evaluating competing offers,
        drafting appropriate corporate documents with respect to
        the proposed sales, and counseling the Debtor in
        connection with the closing of any such sales;

     d) advise the Debtor in connection with postpetition
        financing and cash collateral arrangements, negotiate
        and draft documents relating thereto, provide advice and
        counsel with respect to the Debtor's prepetition
        financing arrangements, provide advice to the Debtor in
        connection with issues relating to financing and capital      
        structure under any plan or reorganization, and
        negotiate and draft documents relating thereto;

     e) advise the Debtor on matters relating to the evaluation
        of the assumption or rejection of unexpired leases and
        executory contracts;

     f) advise the Debtor with respect to legal issues arising
        in or relating to the Debtor's ordinary course of
        business, including attendance at senior management
        meetings, meetings with the Debtor's financial and
        turnaround advisors, and meetings of the board of
        directors, advise the Debtor on employee, workers'
        compensation, employee benefits, labor, tax,
        environmental, banking, insurance, securities,
        corporate, business operation, contract, joint ventures,
        real property, press/public affairs and regulatory
        matters, and advise the Debtor with respect to
        continuing disclosure and reporting obligations, if any,
        under securities laws;

     g) take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        its behalf, the defense of any actions commenced against
        the estate, any negotiation concerning litigation in
        which the Debtor may be involved, and the prosecution of
        objections to claims filed against the estate;

     h) prepare on behalf of the Debtor all motions,
        applications, answers, proposed orders, reports and
        papers necessary to the administration of the estate;

     i) negotiate and prepare on the Debtor's behalf any plan(s)
        of reorganization, disclosure statement(s) and related
        agreements and/or documents, and take any necessary
        action on behalf of the Debtor to obtain confirmation of
        such plan(s);

     j) attend meetings with third parties and participate in
        negotiations with respect to the above matters;

     k) appear before this Court and any appellate courts, and
        protect the interests of the Debtor's estate before such
        courts; and

     l) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtor in
        connection with this chapter 11 case.

Piper Rudnick's current hourly rates range from:
          
          Professional             Hourly Rate
          ------------             -----------      
          attorneys                $350 and $550 per hour
          paraprofessionals        $80 and $175 per hour

Piper Rudnick's attorneys that are likely to represent the Debtor
in this case are:

          Attorney's Name           Hourly Rate
          ---------------           -----------     
          Thomas R. Califano        $550 per hour
          Jeremy R. Johnson         $380 per hour
          Kathryn Eiseman           $350 per hour

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.


JAG MEDIA: Will Commence Resale of Class A Common Shares
--------------------------------------------------------
Jag Media Holdings Inc. has prepared a prospectus relating to the
resale of:

        * 1,282,675 shares of its Class A common stock by Bay
          Point Investment Partners LLC, which received its shares
          from Jag Media in a private placement that closed as of
          June 19, 2003,

        * 128,267 shares of its Class A common stock by RMC 1
          Capital Markets, Inc., which received its shares from
          Jag Media as a placement agent fee in connection with
          the Bay Point private placement that closed on
          June 19, 2003,

        * 35,000 shares of its Class A common stock by Kuekenhof
          Equity Fund L.P., which received its shares from Jag
          Media in a private placement that closed as of
          September 25, 2003.

Jag Media Holdings' Class A common stock is traded on the Nasdaq
OTC Bulletin Board under the symbol "JGMHA." On January 16, 2004,
the closing bid price of its Class A common stock as reported on
the Nasdaq OTC Bulletin Board was $0.44.

The shares of Class A common stock offered involve a high degree
of risk. It is likely that the Class A common stock will be
subject to "penny stock" rules, which generally require that a
broker or dealer approve a person's account for transactions in
penny stocks and the broker or dealer receive from the investor a
written agreement to the transactions setting forth the identity
and quantity of the penny stock to be purchased before a trade
involving a penny stock is executed.

JAG Media Holdings' October 31, 2003 balance sheet shows that
total liabilities exceeded its total assets by about $255,000.


J.P. MORGAN: S&P Takes Rating Actions on Series 2001-CIBC1 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s mortgage pass-through certificates from series 2001-CIBC1.
At the same time, ratings are affirmed on 13 other classes from
the same transaction.

The lowered ratings reflect the deteriorating credit fundamentals
associated with the specially serviced and watchlist loans, which
comprise more than 35% of the pool by balance. The affirmed
ratings reflect credit enhancement levels that adequately support
the ratings under various stress scenarios.

According to the special servicer, GMAC Commercial Mortgage Corp.,
there are eight specially serviced loans ($65.9 million, 7% of
the loan pool). Six of the specially serviced loans are
delinquent. The remaining loans in the pool are current. Details
are as follows on the relevant specially serviced loans:

     -- The second-largest loan in the pool ($36.1 million) is
        secured by a 475,000-square-foot (sq. ft.) class B office
        property in Philadelphia, Pa. The loan is current and was
        transferred to special servicing Oct. 9, 2003 after two
        tenants vacated, which caused a cash flow shortage. While
        the building is well located in downtown Philadelphia,
        there are currently no prospective tenants for the vacated
        space. GMACCM is considering resolutions that may result
        in a forbearance agreement or loan payoff. The
        Sept. 30, 2003 net cash flow debt service coverage ratio
        and occupancy were 1.45x and 89%, respectively, both of
        which are prior to the previously mentioned loss of the
        two tenants. Financial information for full or interim
        year 2002 was not available. A recent appraisal and
        broker's opinion of value (BOV) indicate potential for a
        modest loss.     

     -- Four specially serviced loans are more than 90 days
        delinquent. Based on recent appraisals and BOVs, the loans
        will likely result in moderate losses to the trust. First
        is a $6.2 million loan secured by 223-room hotel in
        Orlando, Fla. Area construction has disrupted the
        property's performance. November 2003 occupancy was 62%
        and revenue per available room (RevPAR) was $30.17. Second
        is a $5.0 million loan secured by an industrial property
        in Atlanta, Ga. Vacancy of 48% forced the borrower into
        bankruptcy. GMACCM is seeking relief from the bankruptcy
        stay in order to foreclose on the property. Third is a
        $1.8 million loan secured by a 97-room hotel in Pecos,
        Texas. Poor economic conditions in the area, along with
        increased competition, have caused occupancy to drop to
        42%, as of Dec. 31, 2003. The loan was recently
        transferred to GMACCM for special servicing. Finally, a
        $1.3 million loan is secured by a 64-unit multifamily
        property in Lackawanna, New York. Property performance
        suffered after repairs to the building exterior forced
        several units offline. GMACCM is negotiating a possible
        forbearance with the borrower.

The specially serviced assets also include an REO asset and a loan
in foreclosure. The REO asset is a 118-unit multifamily property
in Austin, Texas with a total exposure of $3.6 million. The
property became REO on Feb. 3, 2004, and is a class C property,
which requires significant repairs in order to bring several down
units back on line. Occupancy was reported at 46% as of year-end
2003. An Oct. 6, 2003 appraisal indicated significant potential
losses. The loan in foreclosure has a balance of $2.3 million and
is secured by a 93-unit multifamily property in East Point,
Georgia. It was transferred to special servicing Nov. 18, 2003.
Poor area economics have caused occupancy to fall to 55% as of
Sept. 30, 2003. A recent appraisal and BOV indicate moderate
potential losses.

The master servicer, also GMACCM, reported a watchlist including
45 loans, with an aggregate principal balance of $278.0 million
(28%). The majority of the loans are on the watchlist due to low
DSCR levels, lease expirations, and occupancy issues.

The fourth-, sixth-, and ninth-largest loans in the pool, which
have a cumulative principal balance of $72.0 million (7%), are all
on the watchlist. The fourth-largest loan ($27.3 million) is
secured by office building in Alexandria, Virginia. The major
tenant at the property has a Dec. 31, 2004 lease expiration.
However, all indications suggest that the lease will be renewed.
The loan has historically performed at a 1.35x DSCR. The sixth-
largest loan ($23.1 million) is secured by a retail center in
Wallkill, New York. The loan is on the watchlist due to a Dec. 31,
2002 DSCR of 1.0x. The DSCR dropped largely due to tenant turnover
and associated expenses at the property. As of Sept. 30, 2003,
occupancy was 99%. A 138-room Holiday Inn in downtown Manhattan,
N.Y. secures the ninth-largest loan ($21.7 million). Occupancy and
DSCR have declined due to increased competition with renovated and
new hotels coming on line after Sept. 11, 2001. Occupancy and DSCR
have also been affected by the vacancies left by workers who
resided at the property while helping with the cleanup following
the Sept. 11, 2001 terrorist attacks. The Sept. 30, 2003 DSC and
occupancy were 0.90x and 75%, respectively.

As of Feb. 17, 2004, GMACCM reported that the trust collateral
consisted of 164 loans with an outstanding principal balance of
$983.9 million, down from 165 loans totaling $1,014.8 million at
issuance. GMACCM reported year-end 2002 financial information for
89% of the pool and Sept. 30, 2003 financial information for 57%
of the pool. Based on the Sept. 30, 2003, information, Standard &
Poor's calculated that the DSCR for the current pool is relatively
flat at 1.33x, down only slightly from 1.34x at issuance. The
current top 10 loans have an aggregate outstanding balance of
$271.2 million (28%). The weighted average DSCR, based upon
Sept. 30, 2003 information, for the top 10 loans was also
relatively flat at 1.36x, up from 1.34x at issuance.

The pool is geographically diverse, with collateral in 36 states.
Geographic concentrations in excess of 10% are in New York (14%)
and California (13%). Property type concentrations include office
(31%), retail (30%), and multifamily (25%), with the balance of
the loans secured by hotel, manufactured housing, industrial, and
self-storage properties.

Standard & Poor's stressed various loans in its analysis and the
resultant credit enhancement levels adequately support the rating
actions.
   
                        RATINGS LOWERED
   
        J.P. Morgan Chase Commercial Mortgage Securities Corp.
        Mortgage pass-through certs series 2001-CIBC1
   
                   Rating
        Class   To         From   Credit Enhancement (%)
        K       B          B+                      3.03
        L       B-         B                       2.51
        M       CCC+       B-                      2.00
    
                        RATINGS AFFIRMED
   
        J.P. Morgan Chase Commercial Mortgage Securities Corp.
        Mortgage pass-through certs series 2001-CIBC1
    
        Class   Rating   Credit Enhancement (%)
        A-1     AAA                      22.88
        A-2     AAA                      22.88
        A-3     AAA                      22.88
        B       AA                       18.50
        C       A                        14.37
        D       A-                       13.09
        E       BBB                      10.51
        F       BBB-                      9.09
        G       BB+                       6.12
        H       BB                        5.09
        J       BB-                       4.32
        X1      AAA                       N.A.
        X2      AAA                       N.A.


KMART CORP: Wants to Recover Transfers Made to 39 Trade Vendors
---------------------------------------------------------------
On January 25, 2002, the Court authorized the Kmart Corporation
Debtors to pay prepetition claims to certain critical trade
vendors.  William J. Barrett, Esq., at Barack Ferrazzano
Kirschbaum Perlman & Nagelberg LLC, in Chicago, Illinois, relates
that Capital Factors, Inc., a factoring agent for a number of the
Debtors' apparel suppliers holding millions of dollars in
unsecured claims against the bankruptcy estate, appealed the
Authorization Order to the District Court.  On April 10, 2003, the
District Court reversed the Bankruptcy Court's decision, finding
that payments for prepetition claims are simply not authorized by
the Bankruptcy Code.  The District Court ruling is on appeal
before the Seventh Circuit Court of Appeals.

According to Mr. Barrett, the Debtors informed the District Court
that, by the time of the appeal, they had already made
disbursements to critical vendors.  The District Court nonetheless
held that it is not too late to order the disbursements to be
returned.

Thus, in furtherance of the District Court's ruling, the Debtors
ask Judge Sonderby to allow them to recover each of these
prepetition payments, in its full amount, including interests and
costs, made to 39 critical trade vendors:

      Creditor                                Amount
      --------                                ------
      Adplex-Rhodes, Inc.                 $1,079,008
      Dean Foods Company                   2,000,000
      Quad Graphics, Inc.                    966,327
      Stora Enso North America Corp.       2,686,221
      Superior Graphics, Inc.              1,640,976
      Donnelley Receivables, Inc.          3,817,852
      Bowater Incorporated                 3,977,588
      Vertis Inc.                          7,206,132
      Great Lakes Media, Inc.              1,217,336
      Pittsburgh Post Gazette                808,476
      Seattle Times Company                  934,382
      Washington Post Company                790,194
      Landmark Community                   1,330,534
      Lee Enterprises, Inc.                1,055,486
      Quebecor, Inc.                       4,082,906
      Cypress Media, Inc. et al.           8,750,080
      Irving Paper, Inc.                   3,254,073
      Detroit Newspaper Agency             2,055,995
      Times Publishing Company               856,437
      Morris Newspaper Corporation         1,627,913
      Advo, Inc.                             975,185
      CIPS Marketing Group, Inc.             774,818
      Newhouse Advance Newspapers          4,176,416
      Int'l Paper Company et al.           2,172,039
      Associated Grocers, Inc. et al.      2,478,359
      The Herald Company                     837,087
      Tribune Company                      4,418,032
      Hearst Newspapers Partnership        1,975,436
      The New York Time Company Inc.       1,914,667
      Copley Press, Inc.                   1,218,318
      The McClatchy Company                2,479,046
      Pulitzer Publishing Company            950,138
      Ottaway Newspaper, Inc.                609,273
      Cox Newspapers, Inc.                 1,871,598
      Media New Group, Inc.                2,123,752
      Journal Register Company               548,365
      Freedom Communications, Inc.         1,589,827
      Media General, Inc. et al.           1,930,350
      Ogden Newspaper Group                  566,779

(Kmart Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KNOLOGY INC: S&P Says Junk Ratings Reflect High Financial Risk
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to cable overbuilder Knology Inc. At the same time,
a 'CCC-' rating was assigned to the company's proposed $280
million senior notes due 2014, which will be issued under Rule
144A with registration rights. These notes are rated two notches
below the corporate credit rating because of Standard & Poor's
assessment that existing and potential secured debt claims could
impair noteholder recovery values in light of uncertain asset
values of overbuilder or competitive cable operators. The outlook
is developing. Proceeds from the notes will be used to refinance
Knology's $220.3 million 12% notes and to retire the company's
$15.5 million senior secured credit facility.

West Point, Georgia-based Knology Inc. is a provider of video,
voice, data and communications services to residential and small
business customers in eight medium-size markets in the
Southeastern U.S. The company served over 133,000 video
subscribers as of Sept. 30, 2003 (or 183,494, including the
subsequent acquisition of cable overbuild subscribers from Verizon
Communications Inc.). Pro forma for the proposed debt offering,
the Dec. 23, 2003 $56.3 million (net proceeds) public stock
offering, and the $17 million purchase of overbuilder cable assets
from Verizon, total debt outstanding as of Sept. 30, 2003 was
$315.9 million.

"The ratings on Knology reflect high financial risk from debt-
financed capital spending and operating cash flow losses, limited
financial flexibility, rising competitive pressure that the
company could face as a cable overbuilder competing with larger
and better-financed incumbent operators, and increasing
programming costs," said Standard & Poor's credit analyst Eric
Geil. "The company also faces competition from direct-to-home
(DTH) satellite TV companies and incumbent local exchange carriers
(ILECs) for voice service. Tempering factors include Knology's
attractive bundled offerings delivered over upgraded systems,
which have helped the company achieve respectable penetration
levels and revenue growth. In addition, the smaller markets in
which the company operates are somewhat less competitive than
larger markets."

Following the prepackaged Chapter 11 restructuring in 2002,
Knology has improved its financial profile with the December 2003
initial public offering, which was partly used to purchase cable
systems and franchise rights in Florida and California from
Verizon. The proposed refinancing will moderately reduce financial
pressure by extending debt maturities. However, debt protection
measures remain weak.


MEDCOMSOFT: Raises $1.2 Million from Private Placement Financing
----------------------------------------------------------------
MedcomSoft Inc. (TSX - MSF) closed a private placement equity
financing consisting of the issue of 2,175,492 units for gross
proceeds of approximately $1.2 million in cash. Each unit was
issued at $0.55 per unit and consisted of one common share and
one-third of one common share purchase warrant. Each whole warrant
is exercisable at $0.65 per warrant for a period of two years from
the closing date. All of the securities issued in connection with
these private placements have a four-month hold period from the
closing date.

"The funds received from this financing will be used for general
corporate purposes in support of MedcomSoft accelerated marketing
campaigns in the United States, which have been initiated in early
January to coincide with the release of several new products in
March and April of the current year", said Nick Clemenzi,
MedcomSoft's Vice President of Finance.

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

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


MIRANT: Canadian Court Extends CCAA Protection Until March 31
-------------------------------------------------------------
Rod Pocza, President of the Canadian Mirant Debtors, notes that
various sales are scheduled to close on March 1, 2004.  In the
meantime, the Canadian Debtors will continue to collect its
accounts receivable, manage the transportation and marketing
contracts, and work to resolve the smaller outstanding disputed
claims.

The Canadian Debtors presently have 21 employees.  They intend to
reduce their staff to 12 employees by March 1, 2004, which will
effectively reduce the payroll by 40%.  The employee reduction is
expected to continue until the Canadian Debtors will have no
salaried employees left by June 1, 2004.

According to Mr. Pocza, the Canadian Debtors do not expect to be
in a position to finalize a Plan of Arrangement until they
resolve or at least substantially reduce the outstanding issues
by and against their U.S. Parent.  The Monitor is currently
working independently with the Canadian Debtors' largest
unrelated creditors on these claims.

The Canadian Debtors have proceeded in good faith and with due
diligence to develop a Plan of Arrangement.  However, given the
present closing date of the sales and the status of the
investigation of their claims by and against Mirant Corporation,
the Canadian Debtors ask the CCAA Court to extend the stay of
proceedings to April 30, 2004.

                         *    *    *

The Honourable Madame Justice Kent extends the stay of
proceedings until 5:00 p.m. Calgary time, on March 31, 2004.
(Mirant Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MONTE VISTA HOTEL: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Monte Vista Hotel, Inc.
        308 West State Street
        Black Mountain, North Carolina 28711

Bankruptcy Case No.: 04-10182

Type of Business: The Debtor operates a boarding house-style inn
                  with accommodations for individual
                  travelers, families, and groups.
                  See http://www.montevistahotel.com/

Chapter 11 Petition Date: February 18, 2004

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  Westall, Gray, Connolly & Davis, P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: 828-254-6315

Total Assets: $1,525,900

Total Debts: $832,752

Debtor's 10 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Internal Revenue Service                   $160,000

Morrow Insurance Agency                     $24,300

Memorial Mission Hospital                   $11,500

Barry Hinerstein, DDS                       $10,000

Black Mountain Tax Collector                 $8,873

N. C. Dept. of Revenue                       $8,000

Drs. J. Robert Scully &                      $6,200
John D. Matheson

G.S. Hodges, DDS PA                          $5,000

The IJ Company                               $4,504

US Food Services                             $4,375


MORTGAGE ASSET: Fitch Takes Rating Actions on 6 Securitizations
---------------------------------------------------------------
Fitch Ratings upgraded 26 & affirmed 10 classes of the following
Mortgage Asset Securitization Transactions, Inc. (MASTR)
residential mortgage-backed certificates:

Mortgage Asset Securitization Transactions, Inc., Mortgage Pass-
Through Certificates, Series 2001-2

        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AAA';
        -- Class B2 affirmed at 'AAA';
        -- Class B3 upgraded to 'AAA' from 'AA';
        -- Class B4 upgraded to 'A+' from 'A';
        -- Class B5 affirmed at 'BB'.

Mortgage Asset Securitization Transactions, Inc., Mortgage Pass-
Through Certificates, Series 2001-3

        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AAA' from 'A';
        -- Class B3 upgraded to 'AA' from 'BBB';
        -- Class B4 upgraded to 'BBB' from 'BB';
        -- Class B5 upgraded to 'BB' from 'B'.

Mortgage Asset Securitization Transactions, Inc., Mortgage Pass-
Through Certificates, Series 2002-1

        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AAA' from 'A';
        -- Class B3 upgraded to 'A' from 'BBB';
        -- Class B4 upgraded to 'BBB' from 'BB';
        -- Class B5 affirmed at 'B'.

Mortgage Asset Securitization Transactions, Inc., Mortgage Pass-
Through Certificates, Series 2002-6

        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- 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 'BB+' from 'B'.

Mortgage Asset Securitization Transactions, Inc., Mortgage Pass-
Through Certificates, Series 2002-7

        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AAA' from 'A';
        -- Class B3 upgraded to 'AA-' from 'BBB';
        -- Class B4 upgraded to 'BBB+' from 'BB';
        -- Class B5 upgraded to 'BB' from 'B'.

Mortgage Asset Securitization Transactions, Inc., Mortgage Pass-
Through Certificates, Series 2002-8

        -- Class A 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'.

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


MRS. FIELDS: S&P Rates $192 Million Senior Secured Notes at CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Mrs. Fields Famous Brands LLC's proposed $122 million senior
secured note offering due 2011 and the company's proposed $70
million 9% exchange notes due 2011. At the same time, Standard &
Poor's assigned its 'CCC+' corporate credit rating to the company.
The outlook is negative. Proceeds of the offerings will be used
to refinance debt outstanding under the company's previous
corporate structure.

"The ratings reflect Mrs. Fields' heavy dependence on mall traffic
to support sales at the company's cookie and pretzel brands,
declining operating performance at both the Mrs. Fields and TCBY
concepts, very thin cash flow protection measures, and a highly
leveraged capital structure," said Standard & Poor's credit
analyst Robert Lichtenstein.

Salt Lake City, Utah-based Mrs. Fields is a leading operator in
the premium snack food industry. The company's brands include Mrs.
Fields, Great American Cookie Co., Pretzel Time, and Pretzelmaker.
Because most of the company's cookie and pretzel stores are
located in malls, Mrs. Fields has shown its vulnerability to a
weak economy and a decline in mall traffic. The company's
operating performance has been negatively affected since the
recession began in 2001. As a result, Mrs. Fields has experienced
prolonged systemwide same-store sales decreases, as well as
declining operating margins. Mrs. Fields' systemwide same-store
sales dropped 5.2% for the 12 months ended Sept. 27, 2003,
following a 3.6% falloff in the previous two years. Moreover, the
TCBY concept has also struggled. TCBY's systemwide same-store
sales fell 7.3% for the 12 months ended Sept. 27, 2003, following
a 2.6% decrease in 2002.

New management has initiated a turnaround strategy to revitalize
the company's brands. The initiatives include accelerating
franchise growth, growing licensing and gift operations, and
repositioning the TCBY brand toward health-conscious consumers.
Still, Standard & Poor's believes the challenges of turning around
the brands are significant. The company operates a primarily
franchised system. Over the past three years, a significant amount
of franchisees have closed stores. A continuation of this trend
could negatively affect the company's performance.


MTS INCORPORATED: Asks to Continue Hiring Ordinary Course Profs.
----------------------------------------------------------------
MTS, Incorporated and its debtor-affiliates ask approval from the
U.S. Bankruptcy Court for the District of Delaware to continue the
employment of the professionals they turn to in the ordinary
course of their businesses.  

The Debtors explain that their employees, in the day-to-day
performance of their duties, regularly call upon certain
professionals, including attorneys, accountants, and other
professionals to assist them in carrying out their assigned
responsibilities.

The Debtors want to continue employing these professionals without
the necessity of filing formal applications for employment and
compensation by each professional.

The Debtors point out that to request each Ordinary Course
Professional to apply separately for approval of their employment
and compensation would be unwieldy and burdensome on both the
Debtors and this Court. The Debtors also submit that the
uninterrupted service of the Ordinary Course Professionals is
vital to the Debtors' continuing operations and their ability to
reorganize.

The Debtors wish to pay, without formal application to the
Court by any Ordinary Course Professional, 100% of the interim
fees and disbursements to each of the Ordinary Course
Professionals, after submission of an appropriate invoice setting
forth in reasonable detail the nature of the services rendered
after the Petition Date.  Provided however that the fees do not
exceed a total of $35,000 per month

The Debtors believe that the failure to employ and compensate the
Ordinary Course Professionals would have a material adverse impact
on their ability to operate in the ordinary course of business.
While some of the Ordinary Course Professionals may wish to
continue to work for the Debtors, others may be unwilling or
unable to do so if they are not paid on a regular basis.

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


NATIONAL CENTURY: Wants Court to Nix 4 National Medical Claims
--------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates ask the Court to disallow Claim Nos. 621, 622, 623 and
624 filed by National Medical Care, Inc., Fresenius Medical Care
Holdings, Inc., Fresenius Medical Care Pharmacy and NMC Homecare,
Inc.

Prior to the Petition Date, NCFE, Inc., NPF VI, Inc., NPF X, Inc.
and NMC were involved in litigation in the Middlesex Superior
Court Department in Massachusetts.  The Massachusetts Action
arose out of a July 29, 1998 transaction, where NMC sold
substantially all of its homecare division assets to Home Medical
of America, Inc.  To finance the transaction, HMA entered into a
Sale and Subservicing Agreement with NPF VI.  HMA sold to NPF VI
most of the receivables that it purchased from NMC.  As
purchaser, NPF VI had the right to collect the proceeds of the
Repurchased Receivables.

According to Joseph M. Witalec, Esq., at Jones, Day, Reavis &
Pogue, in Columbus, Ohio, the parties to the Massachusetts Action
asserted claims and counterclaims that in the aggregate exceed
$100,000,000.  NMC claimed that HMA and the NCFE Defendants
defaulted on the payment of a portion of the promissory notes
issued to NMC in the 1998 sales transaction -- the NCFE
Defendants' liability is based on a disputed guaranty purportedly
provided to NMC by Lance Poulsen.  NMC further asserted claims
for breach of contract, unjust enrichment and fraud.  NMC
estimated its claim at $50,000,000, subject to trebling and an
award of attorneys' fees, for a total claim for $150,000,000.  
The NCFE Defendants and HMA asserted counterclaims for fraudulent
misrepresentation as to the collectability of the Repurchased
Receivables, which the NCFE Defendants assert resulted in a
$50,000,000 shortfall in actual collections.

The Massachusetts Action also includes disputes regarding the
proper allocation of funds flowing into the parties' various
lockbox accounts.  The NCFE Defendants believe that NMC
intercepted and diverted more than $4,000,000 in funds that were
proceeds of the Repurchased Receivables and rightfully due to the
NCFE Defendants or HMA.  NMC claims to have remitted to the NCFE
Defendants nearly $1,500,000 of the diverted funds, leaving a
$2,600,000 balance due to the NCFE Defendants.  In addition, the
NCFE Defendants were alleged to hold some $5,800,000 in funds
attributable to non-Repurchased Receivables.  By the parties'
agreement, the Massachusetts Court authorized the NCFE Defendants
to interplead funds for $5,800,000, and those funds remain in the
Massachusetts Court.

On April 3, 2003, NMC asserted secured claims and unliquidated,
unsecured non-priority claims in the Debtors' Chapter 11 cases.  
NMC states that some or all of its claims "may be entitled to
allowance and payment as secured claims" on theories of
recoupment and setoff, constructive trust as to the Interplead
Funds or an equitable lien in the Interplead Funds.  NMC also
asserts that to the extent its claims are not allowed as secured
claims, it is entitled to allowance and payment of the claims
asserted in the Massachusetts Action as general unsecured claims
pursuant to Section 502 of the Bankruptcy Code.  NMC estimates
its claims at $150,000,000, although only $50,000,000 of that
amount relates to the actual damages it claims to have suffered.

Mr. Witalec argues that the NMC Claims should be disallowed to
the extent that the NMC Claims seek allowance and payment of the
Interplead Funds as a secured claim.  The Interplead Funds were
deposited with the Massachusetts Court prior to the Petition
Date.  If NMC prevails in the interpleader action, its recovery
would be against those funds, and not against the Debtors'
estates.  On the other hand, if the Debtors prevail, NMC would
have no claim to those funds, much less a secured claim.  

The NMC Claims should also be disallowed on the basis that they
are subject to valid defenses.  NMC filed requests for summary
judgment in the Massachusetts Action, seeking to dismiss the
Debtors' misrepresentation-based counterclaims.  Those requests
were denied by the Massachusetts Court.  Thus, Mr. Witalec points
out, the NMC Claim asserted in the Massachusetts Action would be
subject to possible defenses of set-off and recoupment if the
Debtors ultimately prevail on their $50,000,000 fraud
counterclaim before the Massachusetts Court.

Moreover, the Debtors also challenged the entirety of the NMC
Claims on the basis that the liability in the Massachusetts
Action can only be extended to the Debtors on an alter ego basis.  
All the improper actions alleged by NMC were undertaken by HMA.  
Mr. Witalec explains that the Debtors acted solely as the
financing mechanism for the sales transaction.  Thus, because the
Debtors have overcome the prima facie case raised by NMC, the
ultimate burden of persuasion will be on NMC to prove the
validity of the claim. (National Century Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NET PERCEPTIONS: Shareholders to Decide on Liquidating Plan
-----------------------------------------------------------
A special meeting of stockholders of Net Perceptions, Inc., a
Delaware corporation, will be held on a date yet to be announced.  
The meeting will commence at 10:00 a.m. Central Standard Time, at
the Company's headquarters located at 7700 France Avenue South,
Edina, Minnesota, to consider and vote upon the following
proposals:

   To approve and adopt the Plan of Complete Liquidation and
   Dissolution of the Company, substantially in the form of
   Exhibit A attached to the proxy statement accompanying the
   notice of meeting.

   To transact such other business as may properly come before the
   meeting and any adjournments thereof.
    
The Board of Directors has fixed the close of business Tuesday,
January 13, 2004, as the record date for determining stockholders
entitled to receive notice of, and to vote at, the special meeting
(or any adjournment or postponement of the meeting). Only
stockholders of record at the close of business on that date are
entitled to notice of and to vote at the special meeting.

                        *    *    *

                     Plan of Liquidation

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

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

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


NEWPOWER HLDGS: Wants Final Nod for Settlement Pact with Directors
------------------------------------------------------------------
As previously reported, on August 15, 2003, the United States
Bankruptcy Court for the Northern District of Georgia, Newnan
Division, confirmed the Second Amended Chapter 11 Plan with
respect to NewPower Holdings, Inc. and TNPC Holdings, Inc., a
wholly owned subsidiary of the Company.  As previously reported,
on February 28, 2003, the Bankruptcy Court previously confirmed
the Plan, and the Plan took effect on March 11, 2003, with respect
to The New Power Company, a wholly owned subsidiary of the
Company.  The Plan became effective on October 9, 2003 with
respect to the Company and TNPC.

On February 4, 2004, the Company filed a motion with the
Bankruptcy Court seeking authorization and approval of a
settlement agreement resolving certain claims against its former
directors in consolidated actions pending in the United States
District Court for the Southern District of New York and purported
class proofs of claim against the Company pending in the
Bankruptcy Court. As previously disclosed, the plaintiffs and
claimants agreed to resolve all such claims against the Company
and its former directors in exchange for a payment of $26 million,
of which $24.5 million will be paid by insurance providers and
$1.5 million will be paid by the Company. The settlement agreement
is subject to approval by the District Court and the Bankruptcy
Court. On December 24, 2003, the District Court granted
preliminary approval of the settlement agreement.

In the Motion, the Company currently estimates that after the
payments contemplated to be made by the Company in respect of the
settlement agreement, it will have approximately $85 million
available for distribution to holders of allowed claims and
interests in Classes 9 (Common Stock), 10 (Options) and 11
(Warrants) and to any remaining holders of allowed claims in Class
8 (Securities Claims), which will be paid in accordance with the
terms of the Plan. To the extent that the settlement agreement is
approved by the District Court and the Bankruptcy Court and
becomes effective, and, as requested by the Company, the
Bankruptcy Court disallows in full certain Class 8 claims filed by
each of the underwriters from the Company's initial public
offering and certain former officers and directors of the Company,
the Company currently does not anticipate making any distributions
on account of any Class 8 claims.


NEXTEL COMMUNICATIONS: Reports Record 2003 Financial Results
------------------------------------------------------------
Nextel Communications, Inc. (NASDAQ: NXTL) announced record
financial results for 2003 including income available to common
stockholders of $1.47 billion, or $1.41 per share. Revenue was
$10.8 billion in 2003, a 24% increase over 2002 and was $3.0
billion in the fourth quarter. Operating income before
depreciation and amortization, (OIBDA) was $4.2 billion in 2003,
an increase of 35% over the prior year. During 2003, Nextel's free
cash flow grew to a record $1.3 billion, compared to $122 million
for 2002. Nextel retired $7.8 billion in debt and preferred stock
in 2003 and issued $4.7 billion in new lower cost debt, resulting
in net debt and preferred retirements of $3.1 billion. Year-end
debt and preferred stock, net of cash, cash equivalents and short-
term investments was $8.2 billion. Nextel added approximately 2.3
million new subscribers during 2003 with 553,000 subscribers added
during the fourth quarter, bringing total subscribers to 12.9
million at year-end.

"In 2003, Nextel set the pace for the wireless industry exceeding
all of our financial goals," said Tim Donahue, Nextel's president
and CEO. "We delivered $1.3 billion in free cash flow, which is
more than a billion dollar increase over 2002. We increased OIBDA
by 35% over last year to $4.2 billion. We grew subscribers 21% to
12.9 million by adding 2.3 million subscribers. In addition, we
added 385,000 subscribers using Boost Mobile service in 2003.
Nextel has a keen focus on operational excellence and a drive to
aggressively pursue opportunities to build on our record of
profitable growth. We will continue to invest in long term growth
opportunities that expand Nextel's reach, enhance our
differentiation and build on our success."

"In 2003, strong customer demand helped drive revenue growth of
24%, while a long term focus on smart growth strategies allowed
our operating margin on service revenue to grow to approximately
44% in the fourth quarter. At the same time, Nextel launched a new
campaign to enhance our corporate brand, signed an exclusive
sports marketing arrangement with NASCARr, and improved our
industry leading customer satisfaction while making Nationwide
Direct Connect(sm) a reality," said Tom Kelly, Nextel's executive
vice president and COO. "In 2004, we will expand the Nextel
National Network and broaden our reach by adding an additional
2,200 coverage sites. In addition, we will increase our targeting
of high-value customer segments, like the millions of NASCAR fans.
We will also expand our Boost Mobile service to new markets, while
continuing to deliver industry leading results."

Nextel's average monthly service revenue per subscriber was
approximately $70 for the fourth quarter and $69 for the full
year. Customer churn decreased to an average of 1.6% for the year
and was 1.5% for the fourth quarter of 2003.

Nextel's net income available to common stockholders for the year
was $1.47 billion, or $1.41 per share and includes gains from the
sale of investments of $213 million, or $0.20 cents per share, and
losses from the retirement of debt and preferred stock of $252
million, or $0.24 per share. 2003 net income after adjustment to
eliminate the impact of those two items, was up significantly to
$1.5 billion, or $1.45 per share as compared with last year's net
income, adjusted to eliminate gains from the deconsolidation of
NII Holdings and from balance sheet de-leveraging activities and
other items, of $236 million, or $0.27 per share.

During the fourth quarter, Nextel reported income of $637 million,
or $0.58 per share, including charges related to debt
restructuring of $106 million, or $0.09 per share, and gains
related to the sale of a portion of our investments in NII
Holdings and Nextel Partners of $213 million, or $0.19 per share.
Net of these items, the fourth quarter adjusted net income was up
significantly to $530 million, or $0.48 per share, as compared
with last year's net income of $209 million, or $0.21 per share,
adjusted for gains related to the retirement of debt and preferred
stock of $35 million, or $0.04 per share, and a gain on the
deconsolidation of NII Holdings of $1.2 billion, or $1.24 per
share. (See attached reconciliation of Income and EPS data.)

"Nextel enters 2004 in excellent financial condition," said Paul
Saleh, Nextel's executive vice president and CFO. "Nextel has a
healthy balance sheet and a solid financial profile. Our industry
leading subscriber metrics coupled with low operating costs have
produced the industry's highest margins and strong capital
efficiency. During the fourth quarter, Nextel generated $1.18
billion in OIBDA making it Nextel's seventh consecutive quarter of
OIBDA margins above 40%. Nextel's focus on high-value customer
segments continues to produce sustainable growth in subscribers,
revenue and margins while generating strong free cash flow."

Capital expenditures for the full year of 2003 were $1.8 billion -
essentially flat with 2002. Total minutes of use on the Nextel
National Network grew by 37% in 2003 to 101 billion. Nextel added
approximately 1,200 cell sites to its network during 2003,
bringing the total number of sites to approximately 17,500 at
year-end. During the fourth quarter, Nextel added approximately
700 cell sites and capital expenditures were $711 million.

                    2004 Guidance

Nextel's 2004 Guidance is forward-looking and is based upon
management's current beliefs as well as a number of assumptions
concerning future events and as such, should be taken in the
context of the risks and uncertainties outlined in the Securities
and Exchange Commission filings of Nextel Communications Inc.
Nextel's current outlook for 2004 results is as follows:

   -- $4.9 billion in OIBDA, or more
   -- $1.6 billion in free cash flow, or more
   -- $2.00 in earnings per share, or more
   -- Capital expenditures of approximately $2.2 billion
   -- Subscriber additions of 1.8 million, or more, excluding
      Boost Mobile

In addition to the results prepared in accordance with Generally
Accepted Accounting Principles (GAAP) provided throughout this
press release, Nextel has presented non-GAAP financial measures,
such as operating income before depreciation and amortization,
OIBDA margin, free cash flow and ARPU. The non-GAAP financial
measures should be considered in addition to, but not as a
substitute for, the information prepared in accordance with GAAP.

Nextel Communications, a FORTUNE 300 company based in Reston,
Virginia, is a leading provider of fully integrated wireless
communications services and has built the largest guaranteed all-
digital wireless network in the country covering thousands of
communities across the United States. Today 95 percent of FORTUNE
500 companies are Nextel customers. Nextel and Nextel Partners,
Inc. currently serve 293 of the top 300 U.S. markets where
approximately 249 million people live or work.

                      *     *    *

As reported in the Troubled Company Reporter's December 22, 2003
edition, Standard & Poor's affirmed its 'BB-' corporate credit
rating on Nextel. The outlook remains positive.

"The rating primarily reflects concern over Nextel's ability to
maintain a competitive edge with its service offering (push-to-
talk [PTT] and customized applications) in light of wireless
number portability and challenges from other wireless carriers
that have rolled out (i.e., Verizon Wireless and Sprint PCS) or
are planning to introduce (i.e., AT&T Wireless) PTT service," said
Standard & Poor's credit analyst Michael Tsao. Somewhat offsetting
this concern are three factors. First, Nextel has an entrenched
subscriber base in several industries. Since Nextel operates an
exclusive network that is not compatible with those operated by
other wireless carriers, subscribers are less likely to churn off,
as doing so would entail losing access to critical user groups;
anyone associated with these user groups is more likely to select
Nextel as his wireless service provider. Second, the company has
years of experience offering differentiated services by way of
targeting specific industries in terms of marketing and
applications support. It will take time for other carriers to
acquire the sufficient level of experience to materially challenge
Nextel. Third, the company has notably improved its financial
risk profile by lowering leverage (down to about 2.2x debt to
annualized EBITDA at Sept. 30, 2003, pro forma for these
transactions, from about 3.8x a year ago), growing free cash flow
(primarily through solid operations), and lengthening its maturity
profile.


NFIL HOLDINGS: S&P Assigns Stable Outlook to Low-B Ratings
----------------------------------------------------------
Standard and Poor's Ratings Services assigned a 'B+' long-term
corporate credit rating to transit bus manufacturer NFIL Holdings
Corp. (New Flyer). At the same time, Standard & Poor's assigned
its 'B+' rating to New Flyer's proposed US$145 million six-year
senior secured term loan B, its US$40 million five-year senior
secured revolving credit facility, and its US$55 million synthetic
letter of credit facility. The outlook is stable.

Proceeds from the notes will be used to finance the acquisition of
transit bus manufacturer New Flyer and its subsidiaries by Transit
Holdings Inc. (Delaware), a company formed and controlled by funds
managed by New York-based private equity firm Harvest Partners;
provide for general working capital requirements; and provide for
committed security to secure performance bonds or letters of
credit. The rating on the proposed credit facility is based on
preliminary offering statements and is subject to review of final
documentation.

"The ratings on New Flyer reflect the high leverage of the
borrower following the acquisition, the competitive market
conditions, and the limited diversity of the business," said
Standard & Poor's credit analyst Kenton Freitag. "These factors
are partially offset by New Flyer's reputation for leading
innovation in the industry, quality manufacturing, its broad
product lines, and the fairly stable demand levels for its
products," Mr. Freitag added.

Winnipeg, Manitoba-based New Flyer is one of the leading
manufacturers of heavy-duty mass transit buses in North America.
New Flyer's primary products are widely used by most large cities
in the U.S. and Canada, and the company is estimated to have the
largest market share by annual deliveries and installed base of
vehicles. Approximately three quarters of its sales are in the
U.S. with the remainder in Canada.

A primary risk to the company is maintaining manufacturing
efficiency. Although manufacturing quality has consistently been
strong, New Flyer's expansion through the late 1990s resulted in
inventory build-ups, production inefficiencies, very thin
operating margins, and consequent liquidity pressures. New
management was instated in March 2002 and has since been intensely
focused on maintaining a disciplined manufacturing process and
monitoring and controlling inventory levels. This resulted in
a fairly rapid improvement in margins and significantly reduced
working capital requirements.

The stable outlook reflects the expectation that stable demand
from the transit sector and management's continued focus on
production efficiencies will allow for modest free cash flow
generation, debt reduction, and the maintenance of current levels
of liquidity.


NVIDIA CORP: Will Present at Goldman Sachs' Symposium on Wednesday
------------------------------------------------------------------
NVIDIA Corporation (Nasdaq: NVDA) announced that key executives of
the Company will present at the following upcoming events with the
financial community:

    -- Goldman Sachs Technology Investment Symposium 2004 at The
       Arizona Biltmore Resort & Spa, Phoenix, Arizona on
       February 25, 2004 at 8:40 a.m. PST

    -- Morgan Stanley Semiconductor and Systems Conference at The
       St. Regis, Monarch Beach Resort & Spa, Dana Point,
       California on March 2, 2004 at 8:00 a.m. PST

A live audio web cast of NVIDIA's presentation at the Goldman
Sachs conference will be available through the following website:

http://customer.nvglb.com/GOLD006/022304a_by/default.asp?entity=nvidia

A live audio web cast of NVIDIA's presentation at the Morgan
Stanley conference will be available at:

http://customer.nvglb.com/MORG007/030104a_cf/default.asp?entity=nvidia  

NVIDIA Corporation, whose corporate credit rating is rated at B+
by Standard & Poor's, is a visual computing technology and
market leader dedicated to creating products that enhance the
interactive experience on consumer and professional computing
platforms.  Its graphics and communications processors have
broad market reach and are incorporated into a wide variety of
computing platforms, including consumer digital-media PCs,
enterprise PCs, professional workstations, digital content
creation systems, notebook PCs, military navigation systems and
video game consoles.  NVIDIA is headquartered in Santa Clara,
California and employs more than 1,500 people worldwide.  For
more information, visit the company's Web site at:

                 http://www.nvidia.com/  


OAKWOOD HOMES: Files 2nd Amended Chapter 11 Plan & Disc. Statement
------------------------------------------------------------------
On February 6, 2004, Oakwood Homes Corporation and certain of its
subsidiaries filed with the U.S. Bankruptcy Court in Delaware a
revised Second Amended Plan of Reorganization and related revised
Proposed Supplemental Disclosure Statement which, among other
things, provide for the sale of substantially all of the Company's
non-cash assets to Clayton Homes, Inc. under an Asset Purchase
Agreement between the Company and Clayton dated November 24, 2003.

The Amended Plan provides for the emergence of the reorganized
Company from bankruptcy as a standalone operating entity if the
sale to Clayton is not consummated. The Supplemental Disclosure
Statement reflects an estimated recovery to the Debtors' unsecured
creditors of approximately 37% of such unsecured creditors'
estimated allowed claims if the sale to Clayton is consummated.
The Supplemental Disclosure Statement also reflects that existing
shareholders in the reorganized Company will retain their
ownership interest in the Company and the right to receive cash,
if any, remaining in the reorganized Company after its
liabilities, including any future claims, are satisfied, if the
sale to Clayton is consummated. There can be no assurance that any
cash will remain in the reorganized Company after its liabilities
are satisfied. The Debtors expect to circulate the Supplemental
Disclosure Statement to parties in interest within the next couple
of weeks. In the event that the sale of assets to Clayton is
consummated, it is likely that reorganized Company will be
dissolved and that its securities will not be listed for trading,
which would affect the ability of the reorganized Company's
shareholders to transfer the Company's stock.

Bankruptcy law does not permit solicitation of acceptances of a
plan of reorganization until the Bankruptcy Court approves the
disclosure statement relating to the plan of reorganization as
providing adequate information of a kind, and in sufficient
detail, as far as is reasonably practicable in light of the nature
and history of the debtor and the condition of the debtor's books
and records, that would enable a hypothetical reasonable investor
typical of the holder of claims or interests of the relevant class
to make an informed judgment about the plan of reorganization. The
Debtors will engage in a Chapter 11 sale of its assets if and when
a plan of reorganization receives the requisite creditor approvals
and is confirmed by the Bankruptcy Court.


OWENS-ILLINOIS: S&P Places Low-B Level Ratings on Watch Negative
----------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Owens-Illinois Inc. on CreditWatch with negative
implications, following the company's announcement that it had
entered into exclusive negotiations to acquire France-based BSN
Glasspack S.A. (B+/Stable/--), the second-largest producer of
glass containers in Europe for about $1.46 billion (?1.16 billion)
including the assumption of debt.

An agreement is expected to be reached shortly, and the
acquisition is expected to close in the second quarter of 2004,
subject to regulatory approvals. If the transaction is completed
as proposed, Toledo, Ohio-based Owens-Illinois' total debt pro
forma for the acquisition at Dec. 31, 2003, would climb to about
$7 billion from about $5.4 billion.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and a recovery rating of '3' to the
company's proposed $1.4 billion senior secured tranche C term
loans due April 2008, based on preliminary terms and conditions.
The new senior secured bank loan rating was placed on CreditWatch
with negative implications, along with the existing ratings on
Owens-Illinois to reflect the strong likelihood that all ratings,
including the new and existing bank loans, will be lowered upon
completion of the BSN transaction. The bank loan ratings are the
same as the corporate credit rating; this and the '3' recovery
rating indicate the expectation of a meaningful (50%-80%) recovery
of principal in the event of default.

Proceeds of the tranche C term loans are expected to be used to
finance the BSN acquisition, refinance certain BSN debt, and for
fees and expenses. The proposed tranche C term loans consist of a
$671 million U.S. tranche C term loan, a $381 million European
tranche C term loan, and a $386 million European tranche C delayed
draw term loan. Proceeds of the delayed draw tranche C term loan
would be used to refinance existing BSN subordinated notes to the
extent noteholders exercise their change of control put rights
(about ?306.4 million if all noteholders exercise put rights).

Concurrently, Standard & Poor's affirmed its ratings on BSN,
including the 'B+' corporate credit rating. If the transaction is
successfully completed, and if the existing BSN senior
subordinated notes are put (and refinanced with the European
tranche C delayed draw term loan), ratings on the notes will be
withdrawn.

"The CreditWatch placement reflects the potential integration-
related challenges of the BSN acquisition and the significant
increase in financial pressures stemming from the debt-financed
transaction," said credit analyst Liley Mehta.

Standard & Poor's expects that proceeds from the sale of the blow-
molded plastic operations, if completed as proposed, will be used
for debt reduction, although the timing and valuation of these
assets remains uncertain. Other material credit concerns include
the continuing pressures from asbestos-related liabilities, the
sub par financial profile, and significant refinancing risks in
2007 and 2008.

Subject to the BSN transaction being completed as proposed,
Standard & Poor's will lower its corporate credit rating on Owens-
Illinois to 'B+' from 'BB-', and accordingly, all other ratings
would be lowered by one notch. The outlook likely would be stable
reflecting the underlying strength of Owens-Illinois' businesses
and Standard & Poor's expectation that management would take
actions to improve free cash generation and credit measures, and
that refinancing pressures will be addressed. Standard & Poor's
will monitor developments and will resolve the CreditWatch upon
successful completion of the proposed acquisition and related debt
financing.


OWENS-ILLINOIS: ACI Packaging Subsidiary to Sell Plastics Assets
----------------------------------------------------------------
Owens-Illinois, Inc. (NYSE: OI) announced that ACI Packaging, a
subsidiary of the Company, has agreed to a conditional sale of a
substantive part of its plastics packaging business in Australia
and New Zealand to Visy Industrial Plastics, a wholly-owned
subsidiary of Visy Industrial Packaging.

The sale, which excludes ACI's beverage containers business in
Australia, is subject to regulatory approvals in both Australia
and New Zealand. Expected cash proceeds of approximately A$76.5
million (US$60.6 million) will be used to repay bank debt.

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia and New Zealand, and one
of the largest in Europe.  O-I also is a worldwide manufacturer of
plastics packaging with operations in North America, South
America, Europe, Australia and New Zealand. Plastics packaging
products manufactured by O-I include consumer products (blow
molded containers, injection molded containers and closures, and
dispensing systems) and prescription containers.

                       *   *   *

As reported in the Troubled Company Reporter's February 6, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on Owens-Illinois Inc. to 'BB-' from 'BB' reflecting
the company's announcement of additional asbestos reserve related
charges and a goodwill impairment; its sub par financial profile
relative to ratings expectations; and ongoing business challenges
that have delayed the expected progress in reducing Owens-
Illinois' sizable debt burden.

The outlook is negative. Toledo, Ohio-based Owens-Illinois had
outstanding debt of $5.4 billion at Dec. 31, 2003.


PAK-A-SAK FOOD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pak-A-Sak Food Stores, Inc.
        4466 Arendell Street
        Morehead City, North Carolina 28557

Bankruptcy Case No.: 04-00590

Type of Business: The Company operates grocery stores located in
                  Carteret County, Craven County and Onslow
                  County, North Carolina.

Chapter 11 Petition Date: January 22, 2004

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Esq.
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: 252-633-2700

Total Assets: $6,678,838

Total Debts:  $6,669,439

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Nash Finch Company            Promissory Note           $700,000
Attn: Manger or Agent
7600 France Ave. South
Minneapolis, MN 55440-0335

Nash Finch Company            ---                       $249,220

NC Dept. of Revenue           withholding tax           $115,606
                              $10,536
                              sales tax $105,070.01

Minges Bottling Group         ---                        $55,154

Internal Revenue Service      941                        $54,709

Institutional Food House      ---                        $47,453

Piedmont Partnership          ---                        $27,758

Onslow County Tax Coll        real property tax          $20,313
                              owed as part of lease

Frito Lay                     ---                        $17,908

Coastal Dist. Group           ---                        $12,999

Interstate Brands Corp        ---                        $10,110

Craven Co. Tax Collector      real property tax           $8,670
                              $6,966 owed as
                              part of lease
                              personal property tax
                              $1,704

Star Foods                    ---                         $8,508

Town of Morehead City         real property tax           $8,095
                              $6,681 owed as
                              part of lease
                              personal property tax
                              $1,414

City of New Bern              real property tax           $7,300
                              $2,946 owed as
                              part of lease
                              personal property tax
                              $4,354

Sysco of Hampton              ---                         $7,114

Stevens Sausage               ---                         $6,194

Keebler/B&H                   ---                         $6,029

Carteret County Tax Coll      real property owed as       $5,568
                              part of lease on #8

Anderson                      ---                         $5,399


PACIFIC GAS: Asks Go-Signal for Cash-Collateralized L/C Program
---------------------------------------------------------------
Jeffrey L. Shaffer, Esq., at Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, in San Francisco, California, tells the Court that
since the Petition Date, Pacific Gas and Electric Company has
made ongoing and substantial use of its "GSSA Program" to provide
credit support for its gas purchases for core customers.  Mr.
Shaffer relates that PG&E entered into a master Gas Supplier
Security Agreement with a group of gas suppliers, pursuant to
which PG&E granted a security interest in most of its gas
customer accounts receivable and various gas-related assets to
secure PG&E's payments for gas purchases from the gas suppliers
that are parties to the GSSA.

Mr. Shaffer reports that while the GSSA Program has worked
smoothly to facilitate the uninterrupted flow of gas to PG&E's
customers throughout the Chapter 11 case to date, PG&E intends to
terminate the GSSA Program and the GSSA to facilitate the
financings contemplated to be in place on the effective date of
the confirmed Settlement Plan.  However, PG&E does not want to
replace the GSSA with cash prepayments for gas purchases because
of the materially increased credit risk to PG&E and its estate
that widespread cash prepayment would entail.

To facilitate its Chapter 11 emergence, among other things, PG&E
seeks the Court's authority to:

   (a) establish a cash-collateralized letter of credit program;

   (b) establish a cash-collateralized letter of credit facility
       with on or more banks; and

   (c) incur secured debt in favor of the letter of credit
       issuing banks, up to a maximum of $400,000,000 face
       amount of cash-collateralized letters of credit
       outstanding under the letter of credit facility at any one
       time.

As part of the Gas LOC Program, PG&E also seeks Judge Montali's
permission to use up to $50,000,000 of the Interim LOC Facility
for the issuance of letters of credit to support the purchase of
gas transportation services.

The Gas LOC Program and facility will provide credit support and
facilitate PG&E's gas purchases for its core customers in the
ordinary course of business and related gas transportation.  The
Gas LOC Program and facility is a salutary equivalent and
substitute for the existing Court-approved security device in
place to provide necessary credit support for PG&E's core gas
purchases.  The Gas LOC Program and facility are consistent with
the confirmed Plan.

                 March 2004 GSSA Termination Date

For the transition to the new facilities to occur smoothly by the
Effective Date, PG&E believes that it is appropriate from both a
cost and efficiency standpoint to begin transition to the Gas LOC
Program in early March 2004.  The Target Date for transition will
allow the process of obtaining and recording the termination of
the gas suppliers' security interest in the Gas Accounts to be
completed before the Effective Date.  Additionally, the Target
Date will ensure that the Gas Accounts are freed up to be pledged
in connection with one or more of the facilities contemplated
under the Confirmed Plan as of the Effective Date.

Mr. Shaffer explains that because PG&E anticipates that the
Effective Date will happen at the end of the first quarter 2004,
and because of the somewhat arcane way the cycle of gas purchases
and payments works, migration to the new Gas LOC Program
commencing in early March 2004 -- with the aim of having fully
terminated the GSSA by the end of March 2004 -- will facilitate
the earliest possible Effective Date.

                   Transition Requirements

Mr. Shaffer points out that to terminate the GSSA before the
Effective Date and have the Existing Gas Suppliers' security
interest in the Gas Accounts terminated, PG&E will need to
provide an alternative form of credit support for the Existing
Gas Suppliers for:

   (a) all amounts then owed under the GSSA; and

   (b) new gas purchases that take place between the time the
       GSSA is terminated and the Effective Date.

Under the Gas LOC Program, Gas Suppliers will receive irrevocable
standby letters of credit, which are determined by PG&E to be the
most efficient and practicable alternative form of credit support
acceptable.  The standby letters of credit will serve as the
necessary credit support for PG&E' obligations to the Gas
Suppliers in lieu of the Gas Accounts pledged under the GSSA.

The transition requires PG&E to establish an interim letter of
credit facility with one or more banks so that letters of credit
can be issued for the Gas Suppliers' benefit until the Effective
Date, in the amount equal to:

   (a) that owed to Existing Gas Suppliers under the GSSA at the
       time the GSSA is terminated; plus

   (b) PG&E's new gas purchases from gas suppliers between the
       time the Gas LOC Program is put in place and the Effective
       Date.

                  Continuity in Credit Assurance

Since its inception, the GSSA has provided security for at least
three months of gas supply at any given time.  The monthly cycle
of buying, taking delivery and paying for core gas delivered for
a given month spans at least three calendar months.  Under the
GSSA, the term of PG&E's credit assurance has not been an issue
because the GSSA has continued in effect since February 2001
without interruption.

The Interim LOC Facility that will replace the GSSA will need to
provide continuity in credit assurance for the Gas Suppliers, to
accommodate PG&E's repeat month-to-month contracting and some
multi-month contracts for core gas need later in the year.  For
this reason, in place of the GSSA, PG&E under the proposed
Interim LOC Facility will need to use Letters of Credits with
terms potentially extending through March 31, 2005, both for
existing contracts and for new core gas purchase commitments that
take place between the time the Gas LOC Program is implemented
and the Effective Date.  Once the Effective Date occurs, no
additional letters of credit will be issued.  If and to the
extent letters of credit are required for core gas purchase
commitments made after the Effective Date, they will be issued
under a post-Effective Date credit facility.

                   $420,000,000 Cash Collateral

PG&E has determined that in light of its current credit rating --
which will not be upgraded to investment grade until the
Effective Date -- it cannot establish the requisite Interim LOC
Facility without posting cash collateral with the LOC Banks in an
amount equal to the face amount of the letters of credit issued
under the facility.  Mr. Shaffer relates that based on PG&E's
experience over the past several years, PG&E may need to cause up
to $400,000,000 of letters of credit to be issued under the
Interim LOC Facility.

In this regard, PG&E seeks the Court's authority to establish the
Interim LOC Facility and pledge up to $420,000,000 in cash or
cash equivalents to the LOC Banks to secure PG&E's obligations.  
The $420,000,000 includes a maximum 5% cushion required by the
LOC Banks as cash collateral to cover interest, fees and costs,
to the extent applicable.

                       No Prejudice

PG&E emphasizes that the substitution of the Interim LOC Facility
for the GSSA does not prejudice in any way the estate or its
unsecured creditors pending the Effective Date.  All of PG&E's
obligations to the Existing Gas Suppliers under the GSSA have
remained oversecured pursuant to the terms of the GSSA, and have
always been paid and continue to be paid in full on time.

Mr. Shaffer states that by effectively substituting cash
collateral for PG&E's outstanding obligations to the Existing Gas
Suppliers under the Gas LOC Program for the oversecured security
interest in Gas Accounts under the GSSA Program, PG&E is actually
freeing up estate assets, more closely matching the amount of
security or credit support with the amount of the outstanding
secured obligations.  Mr. Shaffer further assures the Court that
the amounts PG&E owes to the Gas Suppliers are a function solely
of the gas purchases that PG&E makes, and are in no way driven or
influenced by whether the credit support device is a security
interest in Gas Accounts, on the one hand, or a letter of credit,
on the other.

                Indenture Trustee's Interest

Mr. Shaffer informs the Court that BNY Western Trust Company, in
its capacity as successor trustee under an Indenture dated
December 1, 1920, as amended to date, presently has a lien on
substantially all of PG&E's real and personal property assets.  
Therefore, BNY Western Trust holds an interest in the cash that
PG&E proposes to be pledged to secure its obligations to the LOC
Banks under the Interim LOC Facility.  Mr. Shaffer assures the
Court that BNY Western Trust's interests are more than adequately
protected, and, thus, not an impediment to granting the LOC Banks
a senior lien on the cash collateral to be pledged to them.

PG&E discussed with BNY Western Trust its intention to use the
cash collateral to provide security to the LOC Banks.  BNY
Western Trust indicated that it has no objection to PG&E's
request.  However, BNY Western Trust reserved the right to object
to the use of the cash collateral and to require PG&E to
establish that BNY Western Trust's interests are adequately
protected. (Pacific Gas Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PAC-WEST TELECOM: Fourth Quarter Net Loss Widens to $9.8 Million
----------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of broadband
communications services to service providers (SPs) and small and
medium-sized enterprises (SMEs) in the western U.S., announced its
results for the fourth quarter and year ended December 31, 2003.

Pac-West's total revenues for the fourth quarter 2003 were $28.1
million, a 7.3% decrease from revenues of $30.3 million in the
third quarter of 2003, and a 41.8% decrease from revenues of $48.3
million in the fourth quarter of 2002. Fiscal 2003 revenues of
$134.6 million represented an 18.0% decrease from revenues of
$164.1 million for fiscal 2002.

Net loss for the fourth quarter of 2003 was $9.8 million, compared
to a net loss of $4.3 million for the third quarter of 2003, and
net income of $3.2 million for the fourth quarter of 2002. Annual
net loss was $15.3 million for 2003, compared to net income of
$2.0 million for 2002.

Total DS-0 equivalent lines in service, which include wholesale
and on-network retail DS-0 line equivalents, were 428,192 at the
end of 2003, essentially unchanged from 425,070 lines at the end
of the third quarter of 2003, and a 30.9% year-over-year increase
from 327,021 lines at the end of fiscal 2002.

Total minutes of use were 11.1 billion in the fourth quarter of
2003, essentially unchanged from 11.2 billion minutes in the third
quarter of 2003, and a 30.6% increase from 8.5 billion minutes for
the fourth quarter of 2002. Total minutes of use for the fiscal
year 2003 were 41.7 billion, a 29.9% increase from 32.1 billion
minutes of use for fiscal 2002.

Hank Carabelli, Pac-West's President and CEO, commented, "In 2003,
we achieved our second consecutive year of greater than 30% growth
in lines in service while maintaining greater than 92% customer
line retention rates and reducing total operating expenses. We
believe that these levels of growth and customer loyalty are the
result of providing businesses with reliable, cost-effective Five-
Star Customer Service. Despite what we believe to be inappropriate
withholding of reciprocal compensation payments by the ILECs in
the latter half of the year, we believe our financial performance
was very strong. We continue to fight what we believe are anti-
competitive actions by the ILECs, and are disputing these withheld
reciprocal compensation payments. Our successful debt
restructuring and strategic capital raising efforts resulted in
Pac-West emerging from 2003 a fundamentally different company."

Carabelli continued, "Our announced acquisition of the assets of
Sentient Group signals our entry into an exciting new business
opportunity, voice over Internet protocol (VoIP) targeted to
medium and large-sized enterprises. This is the natural next step
for Pac-West, leveraging our experience, network, and reputation
to offer our services to more business customers within California
and Nevada. We are looking forward to renewed growth and interest
in our sector, propelled by a rebounding economy, exciting new
technologies, industry consolidation, and a resurgence in
communications-related spending by businesses."

Ravi Brar, Pac-West's CFO, added, "In 2003, we made significant
progress in our efforts to rebalance our capital structure. In
particular, we retired $59.0 million of our 13.5% Senior Notes,
utilizing a portion of our cash position as well as a $40.0
million capital investment raised during what remains a very
difficult funding environment. Our fourth quarter financial
performance included $3.7 million loss associated with
successfully completing these initiatives. These efforts are
expected to reduce our annual cash interest payments, enhancing
cash flow to facilitate growth and defend any further anti-
competitive actions by ILECs."

                         Revenues

Pac-West's total revenues for the fourth quarter 2003 were $28.1
million, a 7.3% decrease from revenues of $30.3 million in the
third quarter of 2003, and a 41.8% decrease from revenues of $48.3
million in the fourth quarter of 2002. Fiscal 2003 revenues of
$134.6 million represented an 18.0% decrease from revenues of
$164.1 million for fiscal 2002. Both fourth quarter, and full year
2003 revenues were impacted by reciprocal compensation reductions
resulting from lower per minute reciprocal compensation rates paid
by ILECs and the withholding of reciprocal compensation payments
by Verizon for the final five months of 2003 as well as by SBC for
approximately one month of the fourth quarter as well as
settlements received for reciprocal compensation revenues withheld
from previous periods. Fourth quarter 2003 reciprocal compensation
revenues declined by $1.7 million from the previous quarter, and
full year 2003 reciprocal compensation revenues declined by $32.8
million from the previous year, as a result of lower per minute
reciprocal compensation rates paid by ILECs, lower previously
withheld reciprocal compensation, and withholdings by ILECs.

Total revenues for the fourth quarter of 2002 were inclusive of
the receipt of a previously announced $15.8 million settlement
from SBC California for revenues withheld from previous periods.
Excluding this settlement, Pac-West's total revenues for the
fourth quarter 2003 decreased 13.5% from fourth quarter 2002.

Total revenues for the full year 2002 included $20.6 million in
previously announced settlements from various parties for revenues
withheld from previous periods. Total revenues for the full year
2003 included $5.7 million in previously announced settlements
from various parties for revenues withheld from previous periods.
Excluding these settlements, Pac-West's total revenues for 2003
decreased by 10.2% from total revenues in 2002.

As previously announced, both Verizon and SBC have attempted to
adopt the Federal Communications Commission's (FCC) Intercarrier
ISP Compensation Order. In particular, the FCC Order introduced a
series of declining reciprocal compensation pricing tiers for
minutes of use, at rates starting below the rates previously
negotiated in our interconnection agreements with both carriers.
The lowest pricing tier specified by the order went into effect on
June 15, 2003, which will remain in effect until such time that a
replacement FCC Order may be introduced.

Additionally, the FCC Order introduced artificial annual growth
limits on compensable minutes of use subject to reciprocal
compensation based on the composition and balance of traffic
between carriers. Based on their interpretations of the growth cap
formula, Verizon commenced withholding reciprocal compensation
payments to us during July 2003 for the remainder of 2003, and SBC
commenced withholding in December 2003. ILECs that withheld
reciprocal compensation payments for 2003 based on their
interpretation of the FCC Order may also withhold reciprocal
compensation payments in 2004 and beyond pending resolution of
this issue. Pac-West is disputing these withheld reciprocal
compensation revenues and has challenged the legality of the
growth caps as well as Verizon's and SBC's implementation of the
FCC Order. There are no assurances that we will ever receive any
disputed past or future reciprocal compensation payments.

                          Expenses

Network expenses were $9.8 million in the fourth quarter of 2003,
an increase of 11.4% from $8.8 million in the third quarter of
2003, but a decrease of 26.3% from $13.3 million in the fourth
quarter of 2002. Annual network expenses of $36.3 million in 2003
decreased by 32.1% from annual network expenses of $53.5 million
for 2002.

Network expenses for the fourth quarter of 2003 were inclusive of
$0.2 million in negotiated supplier credits recognized during the
period. Similarly, network expenses for the third quarter of 2003
were inclusive of $2.0 million of supplier credits, and network
expenses for the fourth quarter of 2002 were inclusive of no
negotiated supplier credits for the period. These supplier credits
are a result of the resolution of disputes with suppliers, and
there can be no assurance that we will continue to receive
supplier credits in the future. Excluding these supplier credits,
and others received during the year, annual network expenses for
2003 were $44.1 million, a 17.6% decrease from network expenses of
$53.5 million for 2002 resulting primarily from network
optimization efforts including improved utilization of our IRU
assets.

Selling, general and administrative (SG&A) expenses were $14.6
million in the fourth quarter of 2003, a decrease of 3.9% from
$15.2 million in the third quarter of 2003, and a 2.8% increase
from $14.2 million in the fourth quarter of 2002. Annual SG&A
expenses of $59.2 million in 2003 decreased by 1.5% from $60.1
million in annual SG&A expenses in 2002.

                      Net Income (Loss)

Net loss for the fourth quarter of 2003 was $9.8 million, compared
to a net loss of $4.3 million for the third quarter of 2003, and
net income of $3.2 million for the fourth quarter of 2002. Annual
net loss was $15.3 million for 2003, compared to net income of
$2.0 million for 2002.

Diluted net loss per share (EPS) for the fourth quarter of 2003
was $0.27, as compared to a net loss of $0.12 in the third quarter
of 2003, and net income of $0.09 in the fourth quarter of 2002.
Diluted net loss for fiscal 2003 was $0.42 per diluted share, as
compared to net income of $0.06 per diluted share in fiscal 2002.

A loss on redemption of bonds of $3.7 million was recognized in
2003 relating to a completed tender offer to retire $59.0 million
principal amount of Senior Notes. These actions follow a gain on
redemption of bonds of $33.8 million recognized in 2002 relating
to purchases undertaken to retire $54.9 million principal amount
of Senior Notes at a significant discount from face value.

                          EBITDA

EBITDA (earnings before interest, net, income taxes, depreciation
and amortization) for the fourth quarter of 2003 was $0.0 million,
a 100.0% decrease from EBITDA of $6.3 million for the third
quarter of 2003, and a 100.0% decrease from $19.0 million in the
fourth quarter of 2002. For the year ended December 31, 2003, the
Company's EBITDA was $35.3 million, a decrease of $23.6 million
from $58.9 million for 2002. EBITDA for the fourth quarter of
2003, and fiscal 2003, were impacted by the previously announced
reciprocal compensation reductions resulting from lower per minute
reciprocal compensation rates paid by ILECs and the withholding of
reciprocal compensation payments by Verizon for the final five
months of 2003 as well as by SBC for approximately one month in
the fourth quarter of 2003, as well as previously announced
settlements and losses on redemption of bonds.

                        Liquidity

As of December 31, 2003, the Company had cash and short-term
investments totaling $34.7 million, a decrease of $26.6 million
from $61.3 million in cash at the end of the third quarter of
2003. For the year, cash and short-term investments decreased
$22.6 million from $57.3 million as of December 31, 2002.

Cash was utilized in 2003 for capital expenditures as well as to
retire approximately $59.0 million of the formerly $95.1 million
of outstanding 13.5% Senior Notes via a tender offer completed on
December 18, 2003. This transaction was partially funded via a
$40.0 million loan at three-month LIBOR plus 0.50%, which is
currently less than 2.0%, from Deutsche Bank. These actions follow
efforts in 2002 to retire approximately $54.9 million of the
original $150.0 million outstanding Senior Notes through a
combination of open market purchases as well as a cash tender
offer. Over the course of the last two years, these efforts have
reduced our total long-term debt to approximately $54.5 million
from $150.0 million, and will reduce annual cash interest payments
on our Senior Notes to $4.9 million from $20.3 million. Pac-West
continues to review its debt obligations and is considering
various alternatives to reducing its outstanding obligations and
borrowing costs.

               Lines in Service and Minutes of Use

Retail on-network DS-0 equivalent lines were 65,028 in the fourth
quarter of 2003, a 3.4% sequential increase from 62,916 lines at
the end of the third quarter of 2003, and a 19.6% year-over-year
increase from 54,385 lines at the end of the fourth quarter of
2002.

Wholesale DS-0 equivalent lines remained relatively unchanged at
363,164 in the fourth quarter of 2003, compared to 362,154 lines
at the end of the third quarter of 2003, and a 33.2% year-over-
year increase from 272,636 lines at the end of the fourth quarter
of 2002.

Total DS-0 equivalent lines in service, which include wholesale
and on-network retail DS-0 line equivalents, were 428,192 in the
fourth quarter of 2003, essentially unchanged from 425,070 lines
at the end of the third quarter of 2003, and a 30.9% year-over-
year increase from 327,021 lines at the end of the fourth quarter
of 2002.

Total minutes of use were 11.1 billion in the fourth quarter of
2003, essentially unchanged from 11.2 billion minutes in the third
quarter of 2003, and a 30.6% increase from 8.5 billion minutes for
the fourth quarter of 2002. Total minutes of use for the fiscal
year 2003 were 41.7 billion, a 29.9% increase from 32.1 billion
minutes of use for fiscal 2002.

               About Pac-West Telecomm, Inc.

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

                  http://www.pacwest.com/  

                        *    *    *

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

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


PAC-WEST TELECOMM: Agrees to Acquire Sentient Group, Inc.
---------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of broadband
communications services to service providers and small and medium-
sized enterprises in the western U.S., signed a definitive
agreement to acquire substantially all of the assets, and assume
certain specified liabilities of Sentient Group, Inc., a small
provider of fully hosted, managed voice and data services for
business communications. The transaction is currently anticipated
to close within the next thirty days.

Hank Carabelli, Pac-West's President and CEO, commented, "Based on
the success of the Joint Operating Agreement we announced with
Sentient in December of 2003, we are combining the two
organizations to broaden our target markets and accelerate our
entry into the medium and large-sized business customer segment
using voice over Internet protocol. According to Dun & Bradstreet,
there are over 50,000 MLE businesses in California alone.
Sentient's proven success in developing and selling VoIP solutions
is an ideal fit with the breadth and reliability of Pac-West's
network, our existing services, and our shared passion for
delivering Five-Star Customer Service. We look forward to
partnering with Sentient's team and existing customers to
significantly build on Sentient's accomplishments."

Jeff Meacham, President and CEO of Sentient Group, Inc., said, "We
are very excited about joining Pac-West to benefit our existing
customers and greatly accelerate our growth. For many businesses
evaluating the advantages of a VoIP solution, the reputation and
reliability that Pac-West has built over the past 24 years is a
powerful endorsement. We look forward to joining a team that
emphasizes customer service and relationships as strongly as we
do."

                 About Pac-West Telecomm, Inc.

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

                    http://www.pacwest.com/  

                         *    *    *

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

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


PENTHOUSE INT'L: S&P Approves Listing in Market Access Program
--------------------------------------------------------------
Penthouse International (OTC Bulletin Board: PHSL), a diversified
holding company with operating subsidiaries in adult entertainment
and real estate, announced that the Editorial Board of Standard &
Poor's has approved Penthouse International for inclusion in its
premier Market Access Program. As part of the program, a full
description of Penthouse International will be published in the
Daily News Section of Standard & Poor's Corporation Records.

Additionally, S&P will initiate financial coverage for Penthouse
International on S&P MarketScope and the S&P Stock Guide database,
as well as on the company's Internet Site at:

                http://www.advisorinsight.com/  

S&P's financial coverage program is one of the industry's most
widely accepted and best programs to broaden the dissemination of
company information and heighten awareness within the financial
community. The S&P Corporation Records is the definitive source of
financial information available in print, CD-ROM and on the
Internet, and is a recognized securities manual for secondary
trading in approximately 35 states under the Blue Sky Laws. S&P's
website, http://www.advisorinsight.com/provides free access to a  
full spectrum of investors interested in getting information on
Penthouse International. S&P's MarketScope is a real-time
information service offering instant access to current market
information on Penthouse International by more than 80,000 brokers
and traders worldwide. S&P's Stock Guide database is distributed
electronically to virtually all major quote vendors. Vital
statistics such as price, volume, dividends, shares outstanding,
financial position, earnings and much more will be made available
to thousands of brokers, traders and professionals.

Penthouse International, Inc., through its 99.5% owned
subsidiaries General Media, Inc. and Del Sol Investments LLC, is a
brand-driven global entertainment business founded in 1965 by
Robert C. Guccione. General Media's flagship PENTHOUSE brand is
one of the most recognized consumer brands in the world and is
widely identified with premium entertainment for adult audiences.
General Media caters to men's interests through various
trademarked publications, movies, the Internet, location-based
live entertainment clubs and consumer product licenses. General
Media licenses the PENTHOUSE trademarks to third parties worldwide
in exchange for recurring royalty payments.

Penthouse International, Inc.'s September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $70 million.


PG&E NATIONAL: CL Power Asks Court Nod to Set Off Cash Collateral
----------------------------------------------------------------
Before the Petition Date, CL Power Sales Ten, LLC and NEGT Energy
Trading - Power, LP were parties to a Power Supply Agreement,
dated as of March 5, 1999, pursuant to which ET Power provided
power to CL Power.  Subsequently, ET Power ceased performing
under the Supply Agreement on the Petition Date.  CL Power
asserted $15,000,000 in damages resulting from ET Power's failure
to perform under the Supply Agreement.

                      The Cash Collateral

The ET Debtors parent, PG&E Corporation, entered into a
Guarantee, dated as of March 5, 1999, in favor of CL Power.  
Under the Guarantee, PG&E Corp. guaranteed ET Power's performance
under the Supply Agreement.  On January 3, 2001, by Assignment
and Assumption Agreement, NEGT Energy Trading Holdings
Corporation assumed and agreed to perform, discharge and observe
all the obligations of PG&E Corp. arising out of the Guarantee.  
Moreover, ET Holdings provided a $4,000,000 cash collateral to
secure the performance of ET Power under the Supply Agreement.

Consequently, CL Power asserts a $15,000,000 claim against ET
Holdings for damages resulting from the same failure by ET Power
to perform under the Supply Agreement, pursuant to the Guarantee
and the Assignment and Assumption Agreement.  By this motion, CL
Power asks the Court to lift the automatic stay so it may set off
the $4,000,000 Cash Collateral against its $15,000,000
prepetition claim against ET Power and ET Holdings.

Michael D. Colglazier, Esq., Hogan & Hartson, LLP, in Baltimore,
Maryland, tells the Court that, in accordance with In re The
Bennett Funding Group, Inc., 146 F.3d at 140-41, where a party
has a valid set-off right -- where the amount of the debt exceeds
the amount due to the estate in refunds -- good cause exist to
lift the automatic stay to permit set-off.  Furthermore, in In re
Davidson Lumber Sales, Inc., 66 F.3d 1560, 1569 (10th Cir. 1995)
"if the right to set off will not substantially interfere with
the debtor's reorganization effort and has been obtained in good
faith, equitable consideration favor lifting the automatic stay
to allow setoff."  Section 362(d)(2) of the Bankruptcy Code also
allows relief from the stay if the debtor has no equity in the
property and the property is not necessary to an effective
reorganization.

According to Mr. Colglazier, although ET Power and ET Holdings
may -- or may not -- dispute that CL Power has a valid claim for
$15,000,000, it is undisputed CL Power has a valid claim in
excess of $4,000,000.  ET Power's and ET Holding's debt to CL
Power, therefore, is greater than the amount of the Cash
Collateral.

Mr. Colglazier assures the Court that CL Power's right to set-off
will not interfere with an effective reorganization because the
ET Debtors have represented -- and it appears undisputed -- that
they will proceed to liquidation, either through a reorganization
plan or by conversion to a proceeding under Chapter 7 of the
Bankruptcy Code.

Mr. Colglazier relates that, due to ET Power's breach of the
Supply Agreement, CL Power obtained power from alternative
sources at prices greater than what it would have paid under the
Supply Agreement.  CL Power needs access to the Cash Collateral
to pay for and continue to pay for this alternative, higher-
priced power. (PG&E National Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PG&E CORP: Reports Improved Fourth Quarter 2003 Results
-------------------------------------------------------
PG&E Corporation (NYSE: PCG) earned $420 million, or $1.06 per
share, in consolidated net income in 2003, compared with a net
loss of $874 million, or $2.26 per share, in 2002. For the fourth
quarter only, consolidated net income was $37 million, or $0.09
per share, in 2003, compared with a net loss of $2,189 million, or
$5.41 per share, in the fourth quarter of 2002.

On an earnings-from-operations basis, PG&E Corporation and its
California utility business, Pacific Gas and Electric Company,
earned $611 million, or $1.48 per share in 2003, compared with
$851 million, or $2.22 per share in 2002. Earnings from operations
for the fourth quarter only were $139 million, or $0.34 per share,
in 2003, compared with $220 million, or $0.55 per share, in 2002.

PG&E Corporation's earnings from operations do not include results
from National Energy & Gas Transmission, Inc. (NEGT). Also
excluded from earnings from operations are headroom at Pacific Gas
and Electric Company, as well as certain non-operating income and
expenses.

Income from headroom (the difference between Pacific Gas and
Electric Company's generation-related costs and generation-related
revenues) was $43 million, or $0.11 per share, in the fourth
quarter of 2003, compared with $133 million, or $0.33 per share,
in the fourth quarter of 2002. Total headroom in 2003 was $677
million, or $1.64 per share, compared with $1,051 million, or
$2.74 per share, in 2002.

For the full year 2003, items impacting comparability at the
Corporation and Pacific Gas and Electric Company primarily
included incremental interest costs of $370 million, or $0.85 per
share, as well as Chapter 11 costs and costs related to the
California energy crisis of $123 million, or $0.30 per share,
generally consisting of external legal fees, financial advisory
fees and other related costs.

As disclosed in the Corporation's annual report on Form 10-K for
2003, accounting for stock options as an expense in 2003 would
have reduced earnings by $0.05 per share.

               PACIFIC GAS AND ELECTRIC COMPANY

Pacific Gas and Electric Company contributed $616 million, or
$1.49 per share, to earnings from operations in 2003, compared
with $797 million, or $2.08 per share, in 2002.

For the fourth quarter only, Pacific Gas and Electric Company's
earnings from operations were $141 million, or $0.35 per share, in
2003, compared with $204 million, or $0.51 per share, in 2002.

The difference between Pacific Gas and Electric Company's 2003 and
2002 earnings from operations, both for the full year and for the
fourth quarter, largely reflected the delay of a final decision in
the 2003 General Rate Case (GRC), which is pending at the
California Public Utilities Commission (CPUC). While the delay of
the final GRC decision affects earnings from operations, it did
not significantly affect the utility's or the Corporation's
consolidated net income, because the majority of any revenues
authorized for 2003 are recognized in existing headroom, which is
included in 2003 consolidated net income.

The delay of the GRC decision is not expected to impact 2004
earnings from operations or 2004 earnings guidance, because
Pacific Gas and Electric Company continues to expect that the
final GRC decision will reflect the terms of the settlement
agreement the utility reached in September with the CPUC's Office
of Ratepayer Advocates and various consumer groups. Under the
settlement, the CPUC would authorize base revenues for 2003 and
provide for timely and predictable revenue adjustments in 2004,
2005 and 2006 to cover higher expenses for rate base growth and
inflation.

In addition to the delay of the GRC decision, the year-over-year
difference in utility earnings from operations is attributable to
lower revenues in 2003 from the utility's California gas
transmission pipeline due to increased hydroelectric production,
which reduced the demand for some gas-fired generation.
Additionally, PG&E Corporation had a greater number of average
shares outstanding in 2003. These factors were offset partially by
the positive impact of higher electric transmission rates that
went into effect in August 2003.

               CHAPTER 11 EXIT ACTIVITIES

Pacific Gas and Electric Company continues to move forward as
planned with preparations to implement the Plan of Reorganization
approved in December by the CPUC and federal bankruptcy court. The
utility has targeted April 2004 to complete the sale of the long-
term debt, which the utility expects to be the last condition of
the Plan of Reorganization to be satisfied. The plan provides that
the effective date will occur 11 business days after all the
conditions have been satisfied.

"We continue to see a clear path to stability and increasing
financial performance through Pacific Gas and Electric Company's
upcoming exit from Chapter 11," said Robert D. Glynn, Jr., PG&E
Corporation Chairman of the Board, CEO and President.

           NATIONAL ENERGY & GAS TRANSMISSION

PG&E Corporation's consolidated net income for the full year 2003
includes financial results for NEGT only for the period January 1
through July 7, 2003, which are classified as results from
discontinued operations.

On July 8, 2003, NEGT, then named PG&E National Energy Group,
Inc., and certain of its subsidiaries filed for Chapter 11. PG&E
Corporation no longer has representatives on NEGT's Board of
Directors and no longer retains significant influence over the
ongoing operations of NEGT. PG&E Corporation's equity interest in
NEGT is expected to be eliminated when the bankruptcy court
approves a plan of reorganization for NEGT.

As appropriate under accounting rules, as of July 8, 2003, PG&E
Corporation is no longer including NEGT in the Corporation's
consolidated results and has begun using the cost method of
accounting to reflect its ownership interest in NEGT.

           GUIDANCE FOR 2004 EARNINGS FROM OPERATIONS

Reaffirming its previously issued earnings guidance, the
Corporation expects 2004 earnings from operations for PG&E
Corporation and Pacific Gas and Electric Company to be in the
range of $2.00-$2.10 per share.

Guidance estimates reflect forecasted results for PG&E Corporation
and Pacific Gas and Electric Company; guidance does not include
NEGT. Guidance for 2004 is based on a number of assumptions,
including the assumption that the confirmed plan of reorganization
is implemented in a timely manner. Guidance also assumes that the
CPUC issues a final decision in the utility's 2003 GRC that is
consistent with the terms of the GRC settlement agreement.

PG&E Corporation bases guidance on "earnings from operations" in
order to provide a measure that allows investors to compare the
underlying financial performance of the business from one period
to another, exclusive of items that management believes do not
reflect the normal course of operations. Earnings from operations
are not a substitute or alternative for consolidated net income
presented in accordance with GAAP.


PITTSBURGH, PA: S&P Revises Outlook on BB Bond Rating to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' rating on
Pittsburgh, Pa.'s outstanding general obligation bonds and removed
the rating from CreditWatch, where it had been placed
Oct. 15, 2003, while assigning a positive outlook to the rating.

The removal of the rating from CreditWatch follows the city's
progress in developing a framework by which it may identify and
implement budget-balancing options under its control and/or
successfully negotiate expanded revenue and tax authority.

The positive outlook reflects the city's recently approved status
as a "distressed municipality" under Pennsylvania Act 47; the
ensuing assignment of a coordinator to develop a financial
recovery plan; and the passage of House Bill 2006, which
establishes an Intergovernmental Cooperation Authority to work in
concert with the Act 47 coordinator and prohibits the city's
filing under Chapter 9 of the U.S. Bankruptcy Code without the
governor's approval. The ICA would not have any revenue or debt-
raising authority, but could recommend withholding of state monies
should the city fail to comply with the recovery plan.

The assignment of Pennsylvania Act 47 "distressed municipality"
status and the establishment of the ICA provides a two-track
process (certain elements of which need to be clarified) to help
the city develop a financial recovery plan.

"The development of a financial recovery plan that restores
budgetary balance could result in a rating upgrade," said Standard
& Poor's credit analyst Jeffrey Panger.

The ICA, which would provide financial oversight to the city,
would have the power to make annual reports to the General
Assembly; make recommendations to the city and General Assembly
regarding consolidation of services, restructuring of debt, the
need for new revenue, and changes to future labor agreements; and
review and approve operating and capital budgets, five-year
financial plans, and quarterly financial reports.

The CreditWatch removal affects approximately $879 million of
outstanding city general obligation debt.


PLAINS RESOURCES: Accepts Vulcan's Revised Acquisition Proposal
---------------------------------------------------------------
Plains Resources Inc. (NYSE: PLX) entered into a definitive cash
merger agreement with an affiliate of Vulcan Capital, the
investment arm of Paul G. Allen's Vulcan Inc.  Plains Resources'
Chairman James C. Flores and its CEO and President, John T.
Raymond are participating with the affiliate of Vulcan Capital in
the transaction.  The agreement provides for shareholders of
Plains Resources, other than Mr. Flores and Mr. Raymond (who
together with the affiliate of Vulcan Capital form the "Vulcan
Group") to receive $16.75 per share in cash.

As previously announced on November 20, 2003, the Vulcan Group
delivered a written proposal to Plains Resources to acquire all of
PLX's outstanding stock for $14.25 per share in cash (the
"Original Vulcan Proposal").  The Board of Directors of Plains
Resources formed a Special Committee of independent directors in
response to the Original Vulcan Proposal.  The Special Committee
was authorized to retain independent advisors and to review,
evaluate, negotiate, and make recommendations to the full board of
Plains Resources with respect to the Original Vulcan Proposal.  In
addition, the Special Committee was authorized to consider
proposals from other parties relating to a transaction with Plains
Resources.  The Special Committee retained Petrie Parkman & Co.,
Baker Botts L.L.P., and Morris, Nichols, Arsht & Tunnell as its
independent advisors.

After careful consideration, including a thorough review with its
independent advisors, the Special Committee announced on January
22, 2004 that it had determined that the Original Vulcan Proposal
was inadequate and not in the best interests of Plains Resources'
shareholders.  Following discussions and negotiations with the
Vulcan Group and other interested parties, the Special Committee
voted unanimously to recommend to the PLX Board of Directors and
to Plains Resources' shareholders the $16.75 per share proposal
from the Vulcan Group.  The PLX Board of Directors, excluding Mr.
Flores, has approved the merger agreement and recommends that
shareholders vote in favor of the transactions contemplated
thereby.
    
The Revised Vulcan Proposal is backed by financing commitment
letters from Fleet Bank, Bank of America, and Paul G. Allen.  The
$16.75 per share cash price in the Revised Vulcan Proposal
represents a premium of approximately 24.6% over the closing price
of Plains Resources stock of $13.44 per share on the day prior to
the Original Vulcan Proposal and an increase of $2.50 per share
above the Original Vulcan Proposal.  In addition, $16.75 per share
is above the highest closing price of Plains Resources shares on
the New York Stock Exchange since the spin-off of Plains
Exploration & Production Company on December 18, 2002.

The merger agreement contains customary fiduciary termination
rights.  The closing of the merger is subject to approval by the
shareholders of Plains Resources and other customary closing
conditions.  The company plans to hold a special meeting of
shareholders as soon as practicable.  Completion of the
transaction is expected during the second quarter of 2004.
    
As a result of the merger, Plains Resources will become a
privately-held company.  Accordingly, upon closing, the
registration of the company's common stock under the Securities
Exchange Act of 1934 will terminate and the Company will cease
filing reports with the Securities and Exchange Commission.

                    About Vulcan Capital
    
Vulcan Capital is the private investment department of Vulcan
Inc., the project and investment management company founded by
Paul G. Allen in 1986 to manage his personal and business
initiatives.  Vulcan Capital is focused on generating long-term
value appreciation across a diversified, multi-billion dollar
portfolio.  Investment activity spans various industry sectors and
asset classes, from early stage venture investments and public
equity investing to leveraged buyouts and structured finance.

                        About Plains

Plains Resources is an independent energy company engaged in  the
acquisition, development and exploitation of crude oil and natural
gas. Through its ownership in Plains All American Pipeline, L.P.,
Plains Resources has interests in the midstream activities of
marketing, gathering, transportation, terminalling and storage of
crude oil.  Plains Resources is headquartered in Houston, Texas.
    
At Sept. 30, 2003, the company's balance sheet reports a working
capital deficit of about $20 million.


QWEST COMMS: Charles L. Biggs and K. Dane Brooksher Join Board
--------------------------------------------------------------
Qwest Communications International Inc.'s (NYSE: Q) board of
directors approved the appointments, effective April 1, of Charles
L. Biggs, retired Senior Partner in Deloitte Consulting, and K.
Dane Brooksher, chairman and chief executive officer of ProLogis,
to the Qwest board. When they become directors, Messrs. Biggs and
Brooksher will serve on the board's audit committee.

"We're pleased to have Charles and Dane join the board of
directors. Their respective backgrounds and leadership will
certainly complement the wealth of experience we have on our board
today," said Richard C. Notebaert, chairman and CEO of Qwest.
"These appointments are further evidence of our progress in
creating the new Qwest."

Biggs, who retired in November 2002, spent 34 years at Deloitte
Consulting where he served as National Director of Strategy
Services for Deloitte's strategy arm and was chairman of
Deloitte/Holt Value Associates. He has advised companies on
governance matters, and has also advised on business strategy,
marketing, finance, manufacturing and systems management. He is
past chairman of AMCF -- the Association of Management Consulting
Firms -- and is a member of the New York chapter of the Institute
of Management Consultants.

Brooksher is chairman and CEO of ProLogis. ProLogis (NYSE: PLD) is
Denver-based and is the world's largest global provider of
distribution services and facilities. Prior to joining ProLogis,
he was with KPMG Peat Marwick for over 32 years, where he served
as vice chairman, and as the company's mid-west area managing
partner and the Chicago office managing partner. He is currently a
board member of, among other organizations, Butler Manufacturing
Company, Pactiv Corporation, and the National Association of
Manufacturers. He is also a member of the advisory board of the J.
L. Kellogg Graduate School of Management at Northwestern
University.

Following the appointment of Biggs and Brooksher, Qwest's board of
directors will have 14 members.

"I'm very excited to be joining the Qwest team and working with my
fellow board members to support the company's plans for long-term
profitable growth and shareowner value," said Biggs.

Brooksher added, "I'm pleased to have the opportunity to work with
such an experienced board and management team. I look forward to
helping them plot a course for future success through stronger
customer relationships and a strengthened financial position."

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 47,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, please visit the Qwest Web site at:

                     http://www.qwest.com/  

At March 31, 2003, Qwest Communications's balance sheet shows a  
total shareholders' equity deficit of about $2.6 billion.


RAILAMERICA: Posts $17M Working Capital Deficit at Dec. 31, 2003
----------------------------------------------------------------
RailAmerica, Inc. (NYSE:RRA) reported its financial results for
the fourth quarter and year ended December 31, 2003. Financial
highlights for the quarter and year included:

-- Diluted EPS from continuing operations for the fourth quarter
   of 2003 was $0.15 per share. Excluding a non-cash charge of
   $0.05 per share relating to a December 2003 change in the
   statutory tax rate in Ontario, Canada, diluted EPS from
   continuing operations was $0.20 per share.

-- Diluted EPS from continuing operations for the year was $.75
   per share. Excluding the Canadian tax law change, diluted EPS
   from continuing operations was $0.80 per share.

-- Net debt-to-capital ratio was reduced to 58% at December 31,
   2003.

-- Free cash flow from continuing operations was $20.7 million for
   the year ended December 31, 2003.(1)

Income from continuing operations for the fourth quarter ended
December 31, 2003 was $5.0 million, or $.15 per diluted share
compared to $6.7 million or $.20 per diluted share in 2002.
Excluding the tax charge of $1.5 million, or $.05 per share,
related to the December 2003 change in tax rate in Ontario,
Canada, net income for the 2003 quarter was $6.5 million or $.20
per share. Fourth quarter 2002 net income included an after-tax
charge of $2.3 million, or $.07 per share, related to
restructuring and bid costs.

Consolidated revenue from continuing operations for the fourth
quarter of 2003 increased $10.3 million, or 12.3%, to $93.9
million, from $83.6 million in 2002. Excluding the impact of
acquisitions in 2003, revenue increased $5.9 million or 7.1%.
Operating expenses were $75.3 million in the fourth quarter of
2003 compared to $65.2 million in the fourth quarter of 2002.
Asset sale gains were $0.9 million in the fourth quarter of 2003
compared to $3.8 million in the fourth quarter of 2002. The fourth
quarter of 2002 also included $3.0 million of restructuring and
acquisition costs. Operating income for the fourth quarter of 2003
was $18.6 million, compared to $18.4 million in 2002. Net income
for the fourth quarter of 2003, which includes the discontinued
international railroads, Ferronor and Freight Australia, was $1.4
million or $0.05 per diluted share compared to $1.8 million or
$0.06 per diluted share in 2002.

For the year ended December 31, 2003, revenue from continuing
operations increased 7.5% to $358.4 million from $333.3 million in
2002. Despite higher fuel costs, the North American operating
ratio improved to 77.3% for the year ended December 31, 2003,
compared to 77.8% for the year ended December 31, 2002. Income
from continuing operations and net income for 2003 was $24.7
million and $14.7 million, respectively, compared to $2.5 million
and $2.2 million, respectively, in 2002. Management estimates that
the 2003 results were negatively impacted by $.19 cents per share
compared to 2002 due to the severe drought in Australia. The 2003
results include the $1.5 million tax charge for the December 2003
change in the tax rate in Ontario, Canada while the 2002 results
include $22.4 million of after-tax charges associated with
restructuring, refinancing and acquisition activities.

"RailAmerica continued to see revenue growth exceeding industry
averages in the fourth quarter. This growth is a reflection of the
excellent service we provide to our customers coupled with the
strengthening domestic economy. In the fourth quarter, we saw
carload increases in 11 of our 14 commodity groups," said Gary O.
Marino, Chairman, President and CEO of RailAmerica.

"In addition, while we are actively pursuing the sale of Freight
Australia, we are very encouraged by the results of the recent
grain harvest and the positive impact it is having on our grain
task in Australia. As evidenced by our December and January
carloading reports, which showed agriculture commodity carloads up
89% from the comparable prior periods, we are quite optimistic
about the commercial prospects for Freight Australia."

Michael J. Howe, RailAmerica's Executive Vice President & CFO,
said, "Overall, we made significant progress during 2003 in
improving RailAmerica's financial fundamentals. We are pleased
that we reduced our net debt-to-capital ratio from 64% at December
31, 2002 to 58% at December 31, 2003 and continue to target 50% by
December 31, 2004. We remain focused on generating free cash flow,
increasing our return on invested capital, managing risk,
controlling costs and improving our capital structure."

Marino added, "So far in 2004, we have completed the sale of our
Chilean railroad, Ferronor, and the acquisition of the Central
Michigan Railroad. We are committed to completing the sale of
Freight Australia and believe the proceeds from that sale could be
used to further de-lever our balance sheet and assist in funding
additional accretive acquisitions in North America."

RailAmerica's December 31, 2003 balance sheet shows a working
capital deficit of $17,109,000.

RailAmerica, Inc. (NYSE:RRA) is the world's largest short line and
regional railroad operator with 47 railroads operating
approximately 15,000 miles in the United States, Canada, and
Australia, including track access arrangements. The Company is a
member of the Russell 2000(R) Index. Its website may be found at:

              http://www.railamerica.com/  

                      *    *    *

As reported in Troubled Company Reporter's January 28, 2004
Edition, Standard & Poor's Ratings Services assigned a preliminary
'B+/B' rating to RailAmerica Inc.'s (RRA.N: Quote, Profile,
Research) and unit RailAmerica Transportation Corp.'s (co-
registrants) $400 million Rule 415 shelf registration, under which
the companies may issue debt securities.

The 'B+' preliminary rating reflects the rating that would likely
be assigned to senior unsecured debt obligations, based on the
company's current capital structure, which contains a significant
amount of secured debt. The 'B' rating reflects the rating that
would be assigned to subordinated debt. The companies may also
issue senior secured debt and RailAmerica Inc., may also issue
preferred stock under the shelf.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on RailAmerica Inc. and its 'BB' senior secured bank
loan rating and 'B' subordinated debt rating on RailAmerica
Transportation Corp. RailAmerica Transportation Corp.'s debt is
guaranteed by RailAmerica Inc. The outlook is stable.


READER'S DIGEST: S&P Assigns BB- Rating to $300M Sr. Unsec. Notes
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Reader's Digest Association Inc.'s privately placed, Rule 144A
offering of $300 million senior unsecured notes due 2011. Proceeds
from this offering are expected to be used to repay a portion of
outstanding debt under the company's term loan.

Standard & Poor's affirmed its ratings, including its 'BB'
corporate credit rating, 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. Pro forma total debt as of
Dec. 31, 2003, was $806 million.

The core Reader's Digest worldwide magazine and direct marketing
book businesses, accounting for about half of sales, have
exhibited declining revenues and low margins, and incurred several
restructuring charges. The success of management's strategies to
stimulate profitability is less assured given the demographic and
lifestyle trends of its mature customer base, while competitive
distribution channels are increasing due to the proliferation of
book superstores and the growth of Internet book sales.

"The negative outlook reflects the company's currently lackluster
profitability and the modest cushion against the bank agreement's
maximum debt leverage covenant," said Standard & Poor's credit
analyst Hal Diamond. "Standard & Poor's would consider revising
the outlook to stable over the near to intermediate term if the
company is able to improve profitability and widen the cushion of
covenant compliance," Mr. Diamond added.


REDDY ICE: Q4 Earnings Release & Conference Call Set for Feb. 25
----------------------------------------------------------------
Reddy Ice Group, Inc. announced that it plans to release results
for the fourth quarter 2003 on Wednesday, February 25, 2004 at
6:00 a.m. eastern time.  In conjunction with the release, Reddy
Ice has scheduled a conference call on Wednesday, February 25,
2004 at 10:00 a.m. eastern time.

     What:   Reddy Ice Fourth Quarter Earnings Conference Call

     When:   Wednesday, February 25, 2004 - 10:00 a.m. eastern

     How:    Live via phone, by dialing 303-262-2175 and asking
             for the Reddy Ice call 10 minutes prior to the start
             time.  A telephonic replay will be available through
             March 3, 2004 and may be accessed by calling 303-590-
             3000 and using the passcode 570613. For more
             information, please contact Karen Roan at DRG&E at
             713-529-6600 or email kcroan@drg-e.com .

Reddy Ice (S&P, B+ Corporate Credit Rating, Stable) is the largest
manufacturer and distributor of packaged ice in the United States.  
With over 2,000 employees, the Company sells its products
primarily under the widely known Reddy Ice(R) brand to more than
82,000 locations in 32 states and the District of Columbia.  The
Company provides a broad array of product offerings in the
marketplace through traditional direct store delivery, warehouse
programs, and its proprietary technology, The Ice Factory(R).  
Reddy Ice serves most significant consumer packaged goods channels
of distribution, as well as restaurants, special entertainment
events, commercial users and the agricultural sector.  Reddy Ice
Group, Inc. is a wholly owned subsidiary of Reddy Ice Holdings,
Inc., an entity owned and managed by Trimaran Capital Partners and
Bear Stearns Merchant Banking.


REPUBLIC ENGINEERED: Names George Strickler Chief Fin'l Officer
---------------------------------------------------------------
Republic Engineered Products Inc., North America's largest
producer of special bar quality (SBQ) steel, announced that it has
appointed George E. Strickler to executive vice president and
chief financial officer.

Strickler, 56, joins Republic from BorgWarner Inc. in Chicago,
where he served as executive vice president and chief financial
officer.  Strickler is also a former vice president of finance for
Akron-based Goodyear Tire & Rubber Co., where he held finance and
treasury positions for 30 years.

"We are proud to welcome George to our management team," said
Joseph F. Lapinsky, Republic's president and chief executive
officer.  "He will bring tremendous financial experience and
vision to Republic as we continue to grow stronger and prepare for
the future. His extensive knowledge of the automotive industry
brings added benefits to our commercial equation. This is a clear
signal that our improved financial structure will be a real value
to the business in many ways as we proceed.  George's
contributions will help leverage this."

Strickler joined BorgWarner, a $3 billion Tier I automotive
supplier, in March 2001, as executive vice president and CFO, and
was part of a management team credited with dramatic improvements
in financial performance.  In 2003, Strickler was named "CFO of
the Year" by the Chicago chapter of the National Investor
Relations Institute and Northwestern University's Kellogg School
of Management.  Prior to joining BorgWarner, he was executive vice
president and CFO at Lake West Group, a retail consulting company
based in Cleveland.

Strickler's 30-year career at Goodyear began in 1969.  He held top
finance posts with operations in Brazil and Peru, then served as
director of international treasury, and then held several finance
management posts in the corporate office.  In 1998, he became
assistant comptroller-vice president for the tire business, and in
1993 he became corporate vice president financial operations and
comptroller.  In 1996, he was named vice president of finance-
North America, a position he held three years.

He holds a bachelor of science degree in accounting from
Pennsylvania State University and an MBA in finance from the
University of Akron.

Republic Engineered Products, Inc. is North America's leading
supplier of special bar quality (SBQ) steel, a highly engineered
product used in axles, drive trains, suspensions and other
critical components of automobiles, off- highway vehicles and
industrial equipment.

With headquarters in Fairlawn, Ohio, Republic Engineered Products
Holdings LLC, filed for chapter 11 protection (Bankr. N.D. Ohio  
Case No.: 03-55118-mss) on October 6, 2003. Shawn M. Riley, Esq.
of McDonald, Hopkins, Burke & Haber Co LPA  and Martin J.
Bienenstock, Esq. of Weil, Gotshal & Manges LLP represent the
debtor in its restructuring efforts. As of June 30, 2003, it
listed assets of $481,000,000 and debts of $467,939,000.  


ROOD TRUCKING CO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rood Trucking Company, Inc.
        3505 Union Street
        P.O. Box 556
        Mineral Ridge, Ohio 44440

Bankruptcy Case No.: 04-40227

Type of Business: The Debtor is engaged in the trucking industry
                  as a contract carrier for the United States
                  Postal Service.  The Company utilizes over-the-
                  road tractor-trailer rigs for hauling that
                  exclusive cargo.

Chapter 11 Petition Date: January 23, 2004

Court: Northern District of Ohio (Youngstown)

Judge: William T. Bodoh

Debtor's Counsel: Melissa M. Macejko, Esq.
                  Suhar & Macejko, LLC
                  1101 Metropolitan Tower
                  P.O. Box 1497
                  Youngstown, OH 44501-1497
                  Tel: 330-744-9007

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
------                        ---------------       ------------
Internal Revenue Service      Withholding taxes         $551,828
Insolvency Group 3
P.O. Box 99183 - Rm. 457
Cleveland, OH 44199

Scudder Investments           Contributions to          $254,558
108 W. Western Reserve Rd.    employee pension
Youngstown, OH 44514

New York State Insurance                                $221,524

BP Oil Company                Fuel                      $106,255

Taft, Stettinius & Hollister  Professional fee           $95,078

The Lyden Company             Fuel                       $72,096

Shirley Davis                 Insurance Premiums         $62,779

Tops Markets, LLC             Fuel                       $57,759

Dunn & Bradstreet             Professional fee           $50,000

R & R, Inc.                   Parts                      $43,167

New York State Thruway        Tolls                      $28,898

U.S. Fleet Services           Fuel                       $26,074

Tire Centers, Inc.            Tires                      $25,482

Anthem Blue Cross/            Medical Insurance          $21,363
Blue Shield

Burns, O'Hare & Bella         Professional fee           $19,310

NOCO Energy Corp.             Fuel                       $11,370

Pennsylvania Turnpike         Tolls                       $9,500

Ohio Turnpike Commission      Tolls                       $8,627

L. Calvin Jones               Insurance Premiums          $8,422

Terry's Tire Town             Tires                       $7,246


RSTAR CORP: Shares Knocked Off Nasdaq, Now Trading on OTC BB
------------------------------------------------------------
As a result of rStar Corporation's (Nasdaq:RSTRC) failure to
satisfy the $1.00 minimum bid price rule, shares of the Company's
common stock were delisted from The Nasdaq SmallCap Market
effective with the opening of business on Thursday,
February 19, 2004. The Company's securities are immediately
eligible for quotation on the OTC Bulletin Board effective
Feb. 19. The OTC Bulletin Board symbol assigned to the Company is
RSTR.

As previously announced, although shares of rStar's common stock
have failed to satisfy the $1.00 minimum bid requirement for
continued listing on The Nasdaq SmallCap Market for some time, to
date the Company's shares have continued to be listed pursuant to
a series of grace periods for compliance granted to the Company by
the Nasdaq Listing Qualifications Panel. The last grace period
expired on February 17, 2004, and the Nasdaq Listing Qualification
Panel determined not to grant any further extensions.

Founded in 1997, rStar Corporation (Nasdaq:RSTRC) is a leading
provider of satellite-based communications services in Latin
America. Through its Starband Latin America (Holland) NV
subsidiary, it operates satellite-based rural telephony networks
as well as high-speed consumer Internet access pilot networks for
the SOHO and select consumer market segments in certain Latin
American countries. Gilat Satellite Networks Ltd. (Nasdaq:GILTF)
owns approximately 85% of rStar Corporation's issued and
outstanding common stock. rStar Corporation headquarters are
located in Sunrise, Florida.

rStar Corp.'s September 30, 2003 balance sheet shows a working
capital deficit of $6,371,000. Net loss for the three months ended
September 30, 2003 was $3,609,000.


SPECTRASITE: Stockholders Register 9-Mil. Shares for Sale
---------------------------------------------------------
SpectraSite, Inc., is launching a public offering of shares of
common stock. All of the 9,000,000 shares of common stock are
being sold by selling stockholders. SpectraSite will
not receive any of the proceeds from the shares being sold by
these selling stockholders.

On February 5, 2004, the last reported sale price of the Company's
common stock, which is quoted on the New York Stock Exchange under
the ticker symbol "SSI", was $35.50 per share.

                        *   *   *

Standard & Poor's Ratings Services revised the outlook on Cary,
N.C.-based wireless tower operator SpectraSite Inc. to positive
from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'B' corporate credit rating. As of Sept.
30, 2003, the company had about $640 million in total debt
outstanding.


SPIEGEL GROUP: Court Gives Clearance for New Fry Agreements
-----------------------------------------------------------
James L. Garrity, Jr., Esq., at Shearman & Sterling LLP relates
that as each Merchant Division sells goods through their user-
friendly websites, the Spiegel Group Debtors' customer-focused
Internet operations and related websites are critical to their
businesses. Web sales not only comprise a substantial portion of
the Debtors' gross income, but also support their continuing
efforts to maximize the value of their brand identities.  Fry,
Inc. has provided website technical design and development, back-
end integration, strategy, usability assessment, creative design,
hosting, and other managed services to the Debtors since 1996.

On January 1, 2002, the Debtors and Fry entered into a certain
Web Site Hosting Agreement and a certain Services and Consulting
Agreement.  Pursuant to these Prior Fry Agreements, Fry has
provided and continues to provide website hosting and related
professional and development services to the Debtors.  The Prior
Hosting Agreement had an original expiration date of August 2003,
which was automatically extended by six months to February 2004.
The Prior Service Agreement had an original expiration date of
January 2004 and was automatically renewed until January 2005.

In early 2002, the Debtors began to evaluate whether the Prior
Fry Agreements were the most cost efficient means for the hosting
of their websites.  As part of that process, the Debtors
conducted a financial analysis to determine the costs of hosting
their websites internally and concluded that while there would be
a break-even cash flow impact, hosting the websites internally
would require a large capital expenditure and increase the
risk of website failure.  In addition, the Debtors engaged in
discussions with and solicited bids from other website hosting
and development companies.

After reviewing and analyzing those bids, the Debtors determined
to restructure their contractual relationships with Fry.  The
Debtors made that determination based on these facts:

   (a) Fry reduced their hosting charges to a level that was
       comparable to the bids received;

   (b) A lead-time of four months would be required to transition
       new website development and hosting providers;

   (c) The Debtors have an excellent relationship with Fry; and

   (d) Fry provides superior service.

In 2003, the http://eddiebauer.com/Web site earned the fastest  
transaction speed of the 13 sites measured in the Keynote
Systems Consumer E-Commerce Transaction Index, with times twice
as fast as the index average and website availability
consistently above 99%.  Moreover, the eddiebauer.com website was
the winner of WebAwards from the Web Marketing Association in
2000, 2001 and 2002, as well as named a Top 50 Retailing Site by
Internet Retailer Magazine in 2002.  This illustrates Fry's
provision of good quality service.

                      The New Fry Agreements

On December 22, 2003, the Debtors and Fry entered into a new Web
Site Hosting Agreement and a new Services and Consulting
Agreement.  In connection with the New Fry Agreements, the
Debtors sent a letter to Fry on December 23, 2003, which, among
other things, sets forth the treatment of its claims against the
Debtors.

Pursuant to the New Hosting Agreement, Fry will provide certain
website hosting services to the Debtors at a reduced cost.  The
key terms and conditions contained in the New Hosting Agreement
are:

Term               The New Hosting Agreement is effective as of
                   the Petition Date and will terminate on
                   August 31, 2004, unless earlier terminated.
                   The New Hosting Agreement will be
                   automatically renewed beyond the initial term
                   for an additional six-month term unless the
                   Debtors provide Fry with a written notice of
                   termination at least 30 days prior to the
                   expiration of the initial term.

Hosting Service    The New Hosting Agreement calls for monthly
Fees               payments of $175,000.  This is a $50,000
                   reduction in the monthly payments called for
                   by the Prior Hosting Agreement.  The reduced
                   pricing is retroactive to the Petition Date
                   and the Debtors have made payments to Fry at
                   this reduced rate since then.  In addition,
                   the Debtors are required to pay Fry a one-time
                   fee of $60,000 for certain hardware and
                   managed service labor incurred in connection
                   with the establishment of certain secondary
                   websites.

Out-of-Pocket      The Debtors will reimburse Fry for reasonable
Expenses           and necessary out-of-pocket expenses,
                   including, without limitation, reasonable and
                   necessary travel and travel-related expenses,
                   incurred by Fry in connection with the
                   services rendered to the Debtors pursuant to
                   the New Hosting Agreement.  Fry will obtain
                   the prior written approval of the Debtors
                   prior to incurring any single out-of-pocket
                   expense in excess of $500.

Indemnification    The Debtors agree to indemnify, defend, and
of Fry             hold Fry harmless, and defend any third party
                   action or threat of action, claim, demand,
                   cause of action, debt or liability, including
                   reasonable attorney's fees, to the extent that
                   such action is based on a claim that:

                   * if true, would constitute a breach of any of
                     the Debtors' representations, warranties or
                     agreements under the New Hosting Agreement;

                   * arises out of the negligence or willful
                     misconduct of the Debtors; or

                   * any of the Client Content to be provided by
                     the Debtors under the New Hosting Agreement,
                     or other material on the Web Site infringes
                     or violates any rights of third parties,
                     including rights of publicity, rights of
                     privacy, patents, copyrights, trademarks,
                     trade secrets, and licenses.

Indemnification    Fry agrees to indemnify, defend, and hold
of the Debtors     harmless the Debtors and defend any third
                   party action or threat of action, claim,
                   demand, cause of action, debt or liability
                   including reasonable attorneys' fees, to the
                   extent that:

                   * such action is one of certain pre-existing
                     actions set forth in the New Hosting
                     Agreement; or

                   * such action is based on a claim arising on
                     or after the Petition Date that:

                     -- if true, would constitute a breach of any
                        of Fry's representations, warranties or
                        agreements under the New Hosting
                        Agreement;

                     -- arises out of the gross negligence or
                        willful misconduct of Fry; or

                     -- the Web Site, the Hosting Services, the
                        Work Product, or the Host Materials
                        infringes upon, violates or
                        misappropriates any patent, copyright,
                        trade secret, trademark, contract or
                        other right or interest of any third
                        party:

                        (1) which right or interest arises under
                            the law of the United States or under
                            the law with regard to the same
                            subject matter of another country
                            with which the United States is a
                            co-signer of a treaty with respect
                            to such law; and

                        (2) of which Fry actually knew or of
                            which a reasonably informed provider
                            of Internet hosting services would
                            have known, in either case of the
                            time that the claim arises.

                   Fry's liability for its obligation to
                   indemnify the Debtors will not exceed:

                      (i) $50,000 for the period March 17, 2003
                          through March 31, 2004; and

                     (ii) $90,000 per year or $10,000 per month
                          for each year after March 31, 2004 that
                          the New Hosting Agreement is in effect.

Pursuant to the New Services Agreement, Fry will provide the
Debtors with certain website related services and consulting
services.  The key terms and conditions of the New Services
Agreement are:

Term               The New Services Agreement is effective as
                   of the Petition Date and remains in effect
                   for two years after, unless earlier
                   terminated as provided for in the New
                   Services Agreement.  The New Services
                   Agreement will automatically be renewed
                   beyond the initial term for additional one-
                   year terms unless either party provides the
                   other party with a written notice of
                   termination at least 60 days prior to the
                   expiration of the initial term of the then-
                   current renewal term.

Pricing            For the period March 17, 2003 through
                   May 31, 2003, these prices will apply:

                   * March 17, 2003 through March 21, 2003 --
                     $137 per hour;

                   * April 1, 2003 through April 30, 2003 --
                     $146 per hour;

                   * May 1, 2003 through May 31, 2003 -- $137
                     per hour.

                   For the period June 1, 2003 through the end
                   of the Initial Term, Fry will invoice the
                   Debtors based on the number of man-hours
                   actually worked during a calendar month:

                   * Less than 344 hours per month -- $155 per
                     hour;

                   * 345 hours to 688 hours per month -- $150
                     per hour;

                   * 689 hours to 1032 hours per month -- $144
                     per hour; and

                   * More than 1,032 hours per month -- $137
                     per hour.

Indemnification    The New Services Agreement contains
                   substantially similar indemnification
                   provisions to those of the New Hosting
                   Agreement.

The New Fry Agreements will allow the Debtors to achieve
substantial cost savings.  The Debtors have realized $475,000 in
cost savings from the Petition Date through December 2003 and
estimate that they will realize an additional $400,000 in cost
savings through the term of the New Fry Agreements.

Moreover, the New Fry Agreements will allow the Debtors to
continue the high performance and responsiveness of their
customer-driven websites and therefore maintain critical web
sales.  In addition, the short term of the New Fry Agreements
will allow the Debtors the flexibility to pursue any favorable
hosting service opportunities that may arise.

                     The Settlement with Fry

The Debtors understand that Fry has filed a claim for $1,139,542
for sums due and owing by Spiegel, of which Fry asserts $227,000
for development services, the end product of which was delivered
postpetition.  These services included the development and
enhancement of the websites for the three Merchant Divisions.

The Debtors have reviewed the claim and agreed to a $912,542
prepetition amount due Fry and to pay Fry $227,000 for the
postpetition claim.  In addition, the Debtors agree that the
maximum liability in connection with Fry's prepetition
indemnification obligations will be $26,284.  This amount
reconciles with the Debtors' books and records.  Fry agrees to
file an amended prepetition claim for $886,257, which sum
recognizes the Debtors' set-off for Fry's indemnification
obligation and includes any damages that it would assert arising
from the rejection of the Prior Fry Agreements.  Thus, the
Debtors agree to enter into a stipulation establishing a
prepetition claim for Fry for $886,257.

Accordingly, at the Debtors' request and pursuant to Sections 363
and 365(a) of the Bankruptcy Code and Rules 6006 and 9019 of
the Federal Rules of Bankruptcy Procedure, the Court authorizes
the Debtors to:

   -- reject the Prior Fry Agreements; and

   -- enter into and perform under the New Fry Agreements.

Judge Blackshear also approves the Settlement between the
parties. (Spiegel Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


SR TELECOM: Sets 4th Quarter Conference Call for Feb. 26, 2004
--------------------------------------------------------------
    OPEN TO:       Analysts, investors and media

    DATE:          Thursday, February 26, 2004

    TIME:          10:00 A.M. Eastern Standard Time

    CALL:          514-807-8791 (FOR ALL MONTREAL AND OVERSEAS
                   PARTICIPANTS) 1-800-814-4860 (FOR ALL OTHER
                   NORTH AMERICAN CALLERS)

Please dial-in 15 minutes before the conference begins.

If you are unable to call in at this time, you may access a tape
recording of the meeting by calling 1-877-289-8525 and entering
the passcode 21039177 (pound key) on your phone. This recording
will be available on Thursday, February 26 as of 12:00 P.M. until
11:59 P.M. on Thursday, March 4. An archive of the conference call
will also be available at http://www.srtelecom.com  
http://www.newswire.ca/or at http://www.q1234.com/

For First-Time Analysts: Please contact Maison Brison at
514-731-0000 prior to the day of the conference call.

SR TELECOM (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.


TRAVEL PLAZA: Seeks Okay to Tap Whiteford Taylor as Attorneys
-------------------------------------------------------------
Travel Plaza of Baltimore II, LLC and Calverton Hotel Venture
L.L.C., seek authority from the U.S. Bankruptcy Court for the
District of Maryland to employ Whiteford, Taylor & Preston L.L.P.
as their bankruptcy attorneys.

The Debtors report that they require the assistance of this law
firm to pursue a successful reorganization of their debts and to
assist with the performance of their duties as debtors and debtors
in possession while in chapter 11.

Whiteford Taylor will:

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

     b. represent the Debtors in defense of any proceedings
        instituted to reclaim property or to obtain relief from
        the automatic stay under Section 362(a) of the
        Bankruptcy Code;

     c. prepare any necessary applications, answers, orders,
        reports and other legal papers, and appearing on the
        Debtors' behalf in proceedings instituted by or against
        the Debtors;

     d. assist the Debtors in the preparation of schedules,
        statements of financial affairs, and any amendments
        thereto which the Debtors may be required to file in
        this case;

     e. assist the Debtors with any assets sales;

     f. assist the Debtors in the preparation of a plan and a
        disclosure statement;

     g. assist the Debtors with other legal matters as
        necessary, including, among others, securities,
        corporate, real estate, tax, intellectual property,
        employee relations, general litigation, and bankruptcy
        legal work; and

     h. perform all of the legal services for the Debtors which
        may be necessary or desirable.

Martin T. Fletcher, Esq., a partner of Whiteford Taylor reports
that the firm's current rates are:

          principal attorneys   $215 to $450 per hour
          paralegals            $140 per hour

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


UNIFORET: Canadian Supreme Court Says No to US Noteholders' Appeal
------------------------------------------------------------------
UNIFORET INC. and its subsidiaries, Uniforet Scierie-Pate Inc. and
Foresterie Port-Cartier Inc., announced that the Supreme Court of
Canada has dismissed the motion presented by a group of US
Noteholders seeking leave to appeal the judgment rendered by the
Court of Appeal on July 24, 2003, which judgment has refused leave
to appeal the decision rendered by Quebec Superior Court on
May 16, 2003, sanctioning and approving the Company's plan of
arrangement under the Companies' Creditors Arrangement Act. The
Company's plan of arrangement has been implemented a few months
ago.

The Company manufactures softwood lumber. It carries on business
through mills located in Port-Cartier and in the P‚ribonka area.
Uniforet Inc.'s securities are listed on the Toronto Stock
Exchange under the trading symbol UNF.A for the Class A
Subordinate Voting Shares.


UNITED AIRLINES: Wants Court to Reduce Retroactive Pay Claims
-------------------------------------------------------------
United Airlines Inc., and its debtor-affiliates object to 23,833
claims filed by former or current employees asserting claims for
Retroactive Pay.

In Spring 2002, the Debtors entered into a new collective
bargaining agreement with the International Association of
Machinists and Aerospace Workers.  Pursuant to the CBA, covered
or "eligible" IAM employees were entitled to an effective wage
increase, retroactive from July 12, 2000 to March 14, 2002, to be
paid in eight quarterly installments at 6% interest, compounded
annually.  The Debtors paid the first installment on December 13,
2002.  The final payment is to be made on October 15, 2004.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, reports that
Debtors have paid 50% of their Retroactive Pay obligations.  The
Debtors' books and records reflect that there are 46,000
employees represented or formerly represented by the IAM who are
entitled to receive Retroactive Pay.  The Debtors object to the
Proofs of Claim to establish the correct amount of remaining
Retroactive Pay that each eligible individual is entitled to.

By correcting the Retroactive Pay Claims, the Debtors will reduce
the claims pool down to a manageable size, facilitating their
Chapter 11 emergence.  The modifications would reduce the
Debtors' outstanding Retroactive Pay liability by as much as
$136,000,000.

The Claims aggregate $5,287,400,965.  Among the largest Claims
are:

Name                Claim No.     Amount Claimed   Amount Owing
----                ---------     --------------   ------------
Christine Brannon     14368         $2,264,874      Unspecified
William Cornick       16164          1,165,000      Unspecified
Helene DeSouza        17380            978,650      Unspecified
Timothy Gillespie     21627            495,438      Unspecified
Georgia Kaczmarek     40774          1,884,553      Unspecified
Ronald Madsen         14810          1,280,331      Unspecified
Robert McCunn         14047            220,420      Unspecified
Mehrdad Mehmandoost   31376          1,013,562      Unspecified
Daniel Salata         33990            965,320      Unspecified
Paul Temple           11895            600,000      Unspecified
(United Airlines Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


UNITED SALES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: United Sales & Leasing Co., Inc.
        d/b/a Path Truck Lines, successor by Merger to
        Transport Systems, Western NY, Inc.
        P.O. Box 1338
        Dunkirk, New York 14048

Bankruptcy Case No.: 04-10475

Type of Business: The Debtor is a full service carrier
                  specializing in big, wide and heavy loads.

Chapter 11 Petition Date: January 23, 2004

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Beth Ann Bivona, Esq.
                  Daniel F. Brown, Esq.
                  Damon & Morey LLP
                  1000 Cathedral Place
                  298 Main Street
                  Buffalo, NY 14202-4096
                  Tel: 716-856-5500
                  Fax: 716-856-5537

Total Assets: $23,439,892

Total Debts:  $18,405,955

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Liberty Mutual Insurance Co.  2003-2004 Trade Debt      $111,748

Valley Tire                   2003-2004 Trade Debt       $89,595

Southside Trailer             2003-2004 Trade Debt       $80,284

Custom Canvas                 2003-2004 Trade Debt       $50,936

Aethea Systems                2003-2004 Trade Debt       $39,390

Bridgestone Tire              2003-2004 Trade Debt       $28,738

PTC E-Z Pass Customer Svc.    2003-2004 Trade Debt       $28,618
Ctr

Bestone Tire                  2003-2004 Trade Debt       $27,460

Coastal Transport             2003-2004 Trade Debt       $26,520

Pomp's Tire Service           2003-2004 Trade Debt       $26,216

Kenworth Truck of UNY         2003-2004 Trade Debt       $16,481

Lee Smith, Inc.               2003-2004 Trade Debt       $13,609

Haylor, Freyer & Coon, Inc.   2003-2004 Trade Debt       $13,537

Snelling Search               2003-2004 Trade Debt       $13,500

Sopus                         2003-2004 Trade Debt       $12,503

Hunter Truck Sales            2003-2004 Trade Debt       $11,889

Wilbur Ave Garage             2003-2004 Trade Debt       $11,535

Johnson Mackowiak Moore       2003-2004 Trade Debt       $10,980

Price Flowers Malin           2003-2004 Trade Debt       $10,509

GCR Commercial Tire Center    2003-2004 Trade Debt        $9,404


UPC POLSKA: Plans to Issue 9% Senior Notes to Raise $105.4-Mil.
---------------------------------------------------------------
UPC Polska, a Delaware limited liability company, and its
affiliate, Polska Finance, a Delaware corporation, propose to
issue, as part of UPC Polska's Second Amended Chapter 11 Plan of
Reorganization Jointly Proposed by UPC Polska, Polska Finance and
UnitedGlobalCom, Inc., an indirect parent of both UPC Polska and
Polska Finance, dated December 17, 2003, newly issued 9% senior
notes due 2007 in the aggregate principal amount of $105,394,659
of UPC Polska and Polska Finance.

Pursuant to the Plan of Reorganization, each holder of an Allowed
Class 3 Claim (as defined in the Plan of Reorganization) against
UPC Polska is entitled to receive on account of its claim, in
consideration for the UPC Polska Notes (as defined in the Plan of
Reorganization) on or as soon as practicable after the effective
date of the Plan of Reorganization, a  pro rata portion of an
aggregate amount of (i) $100,000,000 principal amount of Notes,
(ii) shares of common stock of UGC in the aggregate amount of
$14,500,000 (based on the per-share closing price as reported by
The Nasdaq Stock Market, Inc. on December 15, 2003), and (iii)
$80,000,000 in cash. Pursuant to the Plan of Reorganization, each
holder of an Allowed Class 5 Claim (as defined in the Plan of
Reorganization) against UPC Polska is entitled to receive on
account of its claim the amount of cash, shares of common stock of
UGC and Notes per $1,000 of claim amount of each Allowed Class 5
Claim which is equal to the amount of cash consideration, shares
of common stock of UGC and Notes issued per $1,000 of claim amount
payable to the holders of the Allowed Class 3 Claims.

UPC Polska and Polska Finance filed with the United States
Bankruptcy Court for the Southern District of New York the First
Amended Disclosure Statement, with respect to the First Amended
Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska
and Polska Finance, dated October 27, 2003. Pursuant to an order
dated October 29, 2003, the Bankruptcy Court approved the
Disclosure Statement, which was subsequently distributed to
holders of claims against or equity interests in UPC Polska for
the purpose of soliciting their votes for the acceptance or
rejection of such plan of reorganization.

On December 17, 2003, UPC Polska, Polska Finance and UGC filed
with the Bankruptcy Court a Second Amended Chapter 11 Plan of
Reorganization Jointly Proposed by UPC Polska, Polska Finance and
UGC. After notice and a hearing held on January 21, 2004 and
January 22, 2004, the Bankruptcy Court entered the Findings of
Fact, Conclusions of Law and Order under Section 1129 of the
Bankruptcy Code and Rule 3020 of the Bankruptcy Rules Confirming
the Second Amended Chapter 11 Plan of Reorganization Jointly
Proposed by UPC Polska, Polska Finance and UGC, signed on January
22, 2004, confirming the Plan of Reorganization. The Notes are to
be issued under an indenture between UPC Polska and Polska
Finance, as co-issuers, and Wilmington Trust Company, as trustee.

UPC Polska and Polska Finance believe that the issuance of the
Notes is exempt from the registration requirements of the
Securities Act of 1933 pursuant to Section 1145(a)(1) of the
United States Bankruptcy Code. Generally, Section 1145(a)(1) of
the Bankruptcy Code exempts the offer and the issuance of
securities from the registration requirements of the Securities
Act and equivalent state securities and "blue sky" laws, except
with respect to an entity that is deemed an underwriter under
Section 1145(b) of the Bankruptcy Code, if, among other things,
the securities are offered or sold under a plan of reorganization
of the debtor, or under a plan jointly proposed by the debtor and
an affiliate of the debtor, in exchange for a claim against, an
interest in or a claim for an administrative expense in the case
concerning the debtor or such affiliate. UPC Polska and Polska
Finance believe that the issuance of Notes contemplated by the
Plan of Reorganization will satisfy the aforementioned
requirements.


US AIRWAYS: Agrees to Settle Three General Electric Claims
----------------------------------------------------------
On November 1, 2002, General Electric Capital Corporation filed
these proofs of claim in the Chapter 11 case of U.S. Airways,
Inc.:

              Claim No.         Claim Amount
              ---------         ------------
                4352            Contingent and Unliquidated
                4354            Not less than $389,000,000
                4355            Not less than $389,000,000

By Order dated January 16, 2003, the Court authorized the
Reorganized Debtors to enter into a global settlement, including
a DIP liquidity facility with GE Capital, acting through its
agent, GE Capital Aviation Services, Inc., and GE Engine
Services, Inc., and General Electric Company, Aircraft Engine
Component and their affiliates.

Pursuant to the terms of the GE Order and Global Settlement:

      (i) The 2001 Credit Facility and the guarantee issued by
          U.S. Airways Group, which is the subject of Claim
          No. 4355, have been reinstated, subject to terms and
          conditions of the GE Order and the Global Settlement;
          and

     (ii) GE Capital is allowed a fully secured claim against the
          Debtors for not less than $389,000,000 plus:

          (a) advances made under the 2001 Credit Facility
              subsequent to the Petition Date; and

          (b) accrued and accruing costs, fees and expenses,
              less principal and interest payments subsequent
              to the Petition Date.

GE Capital and the Debtors agree that Claim Nos. 4352 and 4355
are withdrawn.  Claim No. 4354 is allowed as a fully secured
Class USAI-2 claim against U.S. Airways in the amount provided in
the 2001 Credit Facility, the GE Order and the Global Settlement,
with all rights, obligations and distributions governed by the
2001 Credit Facility, the GE Order and the Global Settlement. (US
Airways Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VERTIS INC: December Balance Sheet Upside-Down by $342 Million
--------------------------------------------------------------
Vertis, Inc., the premier provider of targeted advertising, media
and marketing services, announced results for the three and 12
months ended December 31, 2003. For the three months ended
December 31, 2003, net sales were $446.4 million, or 1.9 percent
below the fourth quarter of 2002. For the year ended December 31,
2003, net sales amounted to $1,585.9 million, a 5.3 percent
decrease from the year ended December 31, 2002. The decline in net
sales reflects the difficult overall economic conditions
experienced throughout 2003 and competitive pricing pressures.

Earnings before interest, taxes, depreciation and amortization
("EBITDA") amounted to $58.9 million in the three months ended
December 31, 2003, an increase of $0.4 million, or 0.6 percent
versus the fourth quarter of 2002. For the year ended December 31,
2003, EBITDA amounted to $172.7 million, an increase of $71.7
million, or 71.0 percent versus 2002. Included in the fourth
quarter and full-year 2003 results are approximately $8.5 million
and $15.2 million of restructuring costs compared to $13.3 million
and $19.1 million in the comparable 2002 periods. In addition, the
full-year 2002 results include an after-tax charge of $108.4
million due to adopting Statement of Financial Accounting
Standards No. 142 ("SFAS No. 142") as it relates to goodwill and
other intangibles. Excluding the effects of SFAS No. 142 in 2002,
EBITDA for the year ended December 31, 2003 would have been less
than 2002 by $36.7 million or 17.5 percent. The decline in EBITDA,
excluding the effects of SFAS No. 142, was the result of the
difficult market conditions, which offset lower costs and a $10.1
million recovery from a settlement to a legal proceeding recorded
in the first quarter of 2003. The recovery is included in "Other,
net" on the Company's Consolidated Statement of Operations.

Vertis' Chairman, President, and Chief Executive Officer, Donald
Roland, stated, "We ended the year by posting the best quarter-
over-quarter net sales and EBITDA performance in the fourth
quarter. During this quarter several of our business units posted
year-over-year growth and we completed the reorganization of our
North American platform, forming Vertis North America. The year-
over-year growth reflects the solid underpinnings of our business
while the reorganization will allow us to drive top-line growth
and better serve our customers with our targeted, integrated
solutions. In addition, we completed a rigorous marketing study,
including extensive customer interviews that verified our
strategic direction. We believe this will provide new growth
opportunities for Vertis."

Vertis reported net income of $5.9 million in the fourth quarter
of 2003 and a net loss of $95.9 million for the year ended
December 31, 2003 versus net income of $5.5 million and a net loss
of $120.1 million in the fourth quarter and full-year 2002,
respectively. The net loss in the year ended December 31, 2003
includes a $67.4 million increase in the Company's valuation
allowance against deferred tax benefits arising from net operating
loss carryforwards. The valuation allowance was recorded due to
the continuation of the poor economic climate and the projected
increase in annual interest expense resulting from the high-yield
bond offering completed in June 2003. The 2002 net loss reflects
the $108.4 million after-tax cumulative effect of adopting SFAS
No. 142 as it relates to goodwill and other intangibles.

Dean D. Durbin, chief financial officer for Vertis, commented,
"The advertising market conditions were extremely challenging in
2003. Our fourth quarter comparables, however, showed some signs
of stabilization as evidenced by the growth in EBITDA and nearly
flat sales when compared to the fourth quarter of 2002. In fact,
excluding the consulting costs associated with the marketing study
mentioned earlier and the negative impact of the grocery strike in
California, our fourth quarter EBITDA would have exceeded the 2002
fourth quarter results by 6.1 percent." Mr. Durbin added, "Even in
these difficult conditions we reduced total debt by $41 million
and finished the year safely within our debt covenant
requirements."

As of December 31, 2003, Vertis posted a total stockholder's
deficit of $342,198,000 compared to $249,992,000 in 2002.

Vertis is the premier provider of targeted advertising, media, and
marketing services that drive consumers to marketers more
effectively. Its comprehensive products and services range from
consumer research, audience targeting, creative services, and
workflow management to targeted advertising inserts, direct mail,
interactive marketing, packaging solutions, and digital one-to-one
marketing and fulfillment. Headquartered in Baltimore, Md., with
facilities throughout the U.S. and the U.K., Vertis combines best-
in-class technology, creative resources, and innovative production
to serve the targeted marketing needs of companies worldwide.
Visit Vertis at http://www.vertisinc.com/  


WESTPOINT STEVENS: Plan-Filing Exclusivity Extended To March 29
---------------------------------------------------------------
As of January 31, 2004, the Creditors Committee appointed in
WestPoint Stevens Inc. and its debtor-affiliates' Chapter 11 cases
did not file any objection to the Debtors' request to extend their
Exclusive Periods.  Thus, the Debtors' exclusive period to file a
plan is automatically extended through and including March 29,
2004 and their exclusive period to solicit acceptances for that
plan is automatically extended through and including May 28, 2004.
(WestPoint Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


WILLIAMS COMPANIES: 2003 Net Loss Pegged at $504 Million
--------------------------------------------------------
Williams (NYSE: WMB) announced an unaudited 2003 net loss of
$504.5 million, or a loss of $1.03 per share on a diluted basis,
compared with a net loss of $754.7 million, or a loss of $1.63 per
share, for the same period in 2002.

During the first quarter of 2003, the company recorded an after-
tax charge of $761.3 million, or $1.47 per share, to reflect the
cumulative effect of new accounting principles primarily
associated with the adoption of Emerging Issues Task Force (EITF)
Issue 02-3, "Issues Related to Accounting for Contracts Involved
in Energy Trading and Risk Management Activities."

The company reported 2003 income from continuing operations of
$2.9 million. This resulted in a loss of 5 cents per share on a
diluted basis, which includes the effect of preferred stock
dividends. In the same period for 2002, the company reported a
loss of $611.7 million, or a loss of $1.35 per share, on a basis
restated for discontinued operations related to assets sold or
held for sale.

Factors in the improved full-year performance from continuing
operations include a $759 million improvement in Power segment
profit, significantly reduced levels of asset and investment
impairment charges, reduced losses associated with interest-rate
swaps, and lower general corporate expenses.

Income from discontinued operations for 2003 was $253.9 million,
or 49 cents per share, compared with a loss from discontinued
operations of $143 million, or a loss of 28 cents per share, in
2002 on a restated basis. The year-over-year improvement from
discontinued operations largely reflects net gains from asset
sales in 2003.

For the fourth quarter of 2003, the company reported a net loss of
$66 million, or a loss of 13 cents per share, compared with a net
loss of $219.2 million, or a loss of 44 cents per share for the
same period of 2002. Included in the fourth quarter of 2003 is
$66.8 million of pre-tax expense associated with the early
retirement of debt.

"The improvement in our results is indicative of the significant
steps we've taken to restructure our company," said Steve Malcolm,
chairman, president and chief executive officer. "In 2003, we made
substantial progress in strengthening our finances, we refocused
our business strategy around key natural gas assets, and we began
executing on a plan toward achieving investment-grade credit
characteristics. That plan includes making continued disciplined
capital investments to grow our businesses."

                     Recurring Results

Recurring income from continuing operations -- which excludes
items of income or loss that the company characterizes as
unrepresentative of its ongoing operations -- was $12 million, or
2 cents per share, for 2003. In 2002, the recurring results from
continuing operations reflected a loss of $221.7 million on a
restated basis, or a loss of 43 cents per share.

               Core-Business Performance

Williams' natural gas businesses -- Gas Pipeline, Exploration &
Production and Midstream Gas & Liquids -- reported combined
segment profit of $1.24 billion in 2003 vs. the same level in 2002
on a restated basis.

These businesses, which the company considers core to its
strategy, reported combined segment profit of $244.4 million in
the fourth quarter of 2003 vs. $176.6 million for the same period
in 2002. The fourth-quarter results included $41.7 million and
$115 million of impairments in 2003 and 2002, respectively,
related to certain Midstream assets.

"Our natural gas wells, pipelines and midstream assets are
producing the solid results that we expected in what was a
challenging environment of liquidity-driven divestitures and
constrained capital investment," said Malcolm. "While we are
focusing the majority of our available cash toward debt reduction,
we are once again making disciplined investments in these world-
class assets to create economic value. In the near-term, we are
focused on maintaining or improving our favorable market position
so that we create opportunities for more substantial growth in the
future."

Gas Pipeline, which provides natural gas transportation and
storage services, reported 2003 segment profit of $554.9 million
vs. $545.1 million for the previous year on a restated basis.

Results reflect the benefit of expansion projects that are now in
service and reduced general and administrative costs, offset by
lower equity earnings and a $25.5 million charge at Northwest
Pipeline to write-off capitalized software development costs
associated with a cancelled service delivery system. Equity
earnings in 2002 included a $27.4 million benefit related to a
construction fee received by an affiliate and $19 million of
equity earnings from an investment that was sold in the fourth
quarter of 2002.

For the fourth quarter of 2003, Gas Pipeline reported segment
profit of $148.4 million, compared with restated segment profit of
$122.1 million for 2002. The quarter-over-quarter increase was due
to completed expansion projects and the absence of a $17 million
FERC-related charge in 2002.

Exploration & Production, which includes natural gas production
and development in the U.S. Rocky Mountains, San Juan Basin and
Midcontinent, reported 2003 segment profit of $401.4 million vs.
$508.6 million for the previous year on a restated basis.

Year-over-year results reflect the impact of lower levels of
production in 2003 due to property sales and reduced drilling
activities in the first half of the year, and reduced gains from
the sales of assets in 2003 vs. 2002 of approximately $46 million.

For the fourth quarter of 2003, segment profit was $50.1 million,
compared with $81.5 million a year ago on a restated basis. The
quarter-over-quarter decline in segment profit reflects the impact
of lower net domestic production volumes resulting from previous
property sales.

Midstream Gas & Liquids, which provides gathering, processing,
natural gas liquids fractionation and storage services, reported
2003 segment profit of $286 million vs. a restated segment profit
of $183.2 million for the previous year.

The increase in segment profit reflects a net reduction of $73
million for impairment charges recorded in 2003 vs. 2002
associated with certain Canadian assets, the contribution of
increased operations in the deepwater area of the Gulf of Mexico
and gains on the sales of certain assets and investments.
Partially offsetting these items were lower margins in the
Canadian and U.S.-based olefins business and $14.1 million of
impairment charges associated with the Aux Sable equity interest.

For the fourth quarter of 2003, segment profit was $45.9 million
vs. a segment loss of $27 million on a restated basis in the same
period a year ago. The increase in segment profit is primarily a
result of $73 million in lower impairment charges associated with
the Canadian operations. In addition, the current quarter includes
a gain of $16.2 million from the sale of Williams' wholesale
propane business.

                      Power Business

Power, which manages more than 7,500 megawatts of power through
long-term contracts, reported 2003 segment profit of $134.2
million vs. a segment loss of $624.8 million for the previous
year.

The company is pursuing a strategy designed to result in
substantially exiting the power business through sales of
component parts of its portfolio or as a whole.

As Williams has previously stated, the exact timing of that exit
and the resulting value to the company are uncertain because of
the complexity of the underlying contracts and a power market that
is significantly depressed based on historical comparisons. In the
interim, Williams' strategy is to manage this business -- which
continues to play a significant role in the company's financial
performance -- to reduce risk, generate cash and honor contractual
obligations.

Consistent with the overarching and interim strategies described
above, Williams received $315 million in cash in 2003 from sales
of and agreements to terminate certain contracts.

The significant improvement in Power's year-over-year performance
reflects gains on the sales of assets, contracts and investments
of $208 million, as well as significantly reduced levels of
impairments in 2003 from those of 2002. As previously disclosed,
Power recognized $80.7 million of revenue in the second quarter of
2003 from a correction of the accounting treatment previously
applied to certain third-party derivative contracts during 2002
and 2001. Results for 2003 include $105 million of revenue related
to these prior period items, of which $24 million was recorded
prior to the correction.

The 2003 results also include the application of a different
accounting treatment (EITF Issue No. 02-3), under which non-
derivative, energy-related trading contracts are accounted for on
an accrual basis. In 2002, all energy-related contracts, including
tolling and full-requirements contracts, were marked to market. In
2003, Power recognized gains on power and natural gas derivative
contracts, while 2002 reflected significant mark-to-market losses.

For the fourth quarter of 2003, Power reported a segment loss of
$121.3 million, compared with a loss of $22.8 million in 2002. The
fourth quarter of 2003 includes asset and goodwill impairment
charges totaling $89.1 million and a charge of $33.3 million
related to refund and other accrual adjustments for power
marketing activities in California during 2000 and 2001. The prior
year quarter included $95.5 million of impairment charges related
to assets that were disposed.

                           Other

In the Other segment, the company reported a segment loss of $50.5
million in 2003 vs. a restated segment profit of $14.1 million for
the previous year. The decrease in 2003 primarily results from an
impairment of the company's investment in a petroleum pipeline
project.

For the fourth quarter of 2003, Williams reported a segment loss
of $7.7 million, compared with a restated segment loss of $20.8
million for 2002.

                Changes in Cash and Debt

For 2003, Williams increased its unrestricted cash by $665.3
million, ending the year with available cash and equivalents of
approximately $2.3 billion.

A significant factor in the company's increased cash is
approximately $3 billion in net proceeds from asset sales and $315
million from the sale and/or agreement to terminate certain
marketing and trading contracts in 2003.

Williams also reduced its debt by approximately $2 billion during
2003, including debt associated with discontinued operations and
the early retirement of approximately $951 million of debt through
tender offers.

Net cash provided by operating activities was approximately $770
million in 2003. In 2002, the company's operating activities used
approximately $515 million in cash.

Williams has already completed the majority of its planned asset
sales. The company continues to market certain Midstream assets in
2004, such as its straddle plants in Western Canada. Williams also
expects to complete the sale of its Alaska operations in the first
quarter.

                 Company Direction for 2004

"The progress we've made toward strengthening our finances since
this time last year defines the kind of discipline we will
continue to exercise this year and in the years ahead," Malcolm
said.

Consistent with the company's stated financial and commercial
strategies, Williams in 2004 will continue to focus on disciplined
growth, cash management and cost efficiencies. Capital allocation
will be assessed using Economic Value Addedr financial metrics,
adopted Jan. 1.

Growth plans call for 1,400 new natural gas wells in 2004, the
construction of a previously announced 110-mile expansion of the
Gulfstream Natural Gas System and the spring startup of
Midstream's Devils Tower floating production system in the
deepwater Gulf of Mexico.

On March 15, Williams is scheduled to retire the remaining $679
million of 9.25 percent Notes. Beyond March 15, Williams has $505
million of scheduled debt maturities for 2004 and 2005.

Williams plans to capitalize on its financial flexibility by
establishing new credit facilities at favorable terms that reduce
cash-on-hand requirements. The company's goal is to maintain
liquidity of approximately $1 billion to $1.3 billion.

                   Earnings Guidance

Williams is providing updated forecasts for 2004 through 2006
during a presentation this morning to analysts.

In 2004, Williams expects enterprise-wide segment profit of $1.1
billion to $1.4 billion. In 2005, Williams expects enterprise-wide
segment profit of $1.3 billion to $1.6 billion. In 2006, Williams
expects enterprise-wide segment profit of $1.4 billion to $1.7
billion.

Information on how to access the presentation and the analyst call
via the company's web site is provided at the end of this news
release.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas. Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard. More
information is available at http://www.williams.com/  

                      *    *    *

As reported in Troubled Company Reporter's October 16, 2003
edition, Fitch Ratings affirmed The Williams Companies, Inc.'s
outstanding senior unsecured notes and debentures at 'B+'. Also
affirmed are outstanding credit ratings for WMB's wholly-owned
subsidiaries Northwest Pipeline Corp., Transcontinental Gas Pipe
Line Corp., and Williams Production RMT Co. The Rating Outlook for
each entity has been revised to Positive from Stable. Details of
the securities affected are listed below.

The following is a summary of outstanding ratings affected by the
action:

   The Williams Companies, Inc.

        -- Senior unsecured notes and debentures 'B+';
        -- Feline PACs 'B+';
        -- Senior secured debt 'BB';
        -- Junior subordinated convertible debentures. 'B-'.

   Williams Production RMT Co.

        -- Senior secured term loan B 'BB+'.

   Northwest Pipeline Corp.

        -- Senior unsecured notes and debentures 'BB'.

   Transcontinental Gas Pipe Line Corp.

        -- Senior unsecured notes and debentures 'BB'.


WILLIAMS PRODUCTION: Fitch Affirms Sr. Term Loan B Rating at BB+
----------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating for Williams Production RMT
Co.'s outstanding $497.5 million senior secured term loan B. The
Rating Outlook is Positive.

RMT is an indirect wholly owned subsidiary of The Williams
Companies, Inc. (WMB; 'B+' senior unsecured, Rating Outlook
Positive) and is engaged in the exploration and production of
primarily natural gas in the U.S. Rockies. The rating action
follows Fitch's review of a series of proposed amendments to RMT's
credit agreement including a one-year extension of the final
maturity date to May 2008 from May 2007 and a reduction in the
applicable Libor margin.

RMT's rating reflects the underlying collateral securing the term
loan, the quality of its reserves, its stable stand alone credit
profile and low production and finding & development costs. Since
completing the term loan financing in May 2003, RMT has generally
performed ahead of expectations due to the robust natural gas
commodity price environment. For the 12-month period ended Sept.
30, 2003, EBITDA/Interest and Secured Debt/EBITDA approximated
6.4x and 1.6x, respectively. In addition, collateral coverage (PV
10 Value/Senior Secured Debt) as of Sept. 30, 2003 is strong at
4.7x.

RMT's Rating Outlook was revised to Positive in October 2003
reflecting primarily the ongoing liquidity improvement and debt
reduction progress being exhibited by RMT's parent WMB. In
particular, Fitch believes that WMB's strengthened cash position
and reduced debt refinancing risk has reduced WMB's ongoing
reliance on RMT cash flows to support parent company level debt.


WOLVERINE TUBE: Reports 2003 Fourth Quarter and Full-Year Losses
----------------------------------------------------------------
Wolverine Tube, Inc. (NYSE: WLV) reported results for the fourth
quarter and full year ended December 31, 2003. Loss from
continuing operations for the fourth quarter of 2003 was $8
million, or $0.65 per diluted share. Included in the loss was a
$5.7 million after-tax restructuring charges, principally related
to the previously announced closing of the Company's Booneville,
MS manufacturing plant. Excluding the restructuring charges, the
loss from continuing operations would have been $2.3 million, or
$0.19 per share. Operating results were also negatively impacted
by $3.4 million after-tax, as a result of the relative
strengthening of the Canadian dollar versus the U.S. dollar and a
sharp spike in copper prices, especially in December. This rise in
copper prices resulted in a loss on the Company's copper hedge
position, which should be offset in subsequent periods. In the
fourth quarter of 2002, income from continuing operations was
$169,000, or $0.01 per share. Total pounds of product shipped in
the fourth quarter of 2003 were 80.1 million, an increase of 11.4
percent compared to 71.9 million pounds in 2002. Net sales for the
fourth quarter of 2003 were $155.8 million compared to $125.6
million, a 24 percent increase. Gross profit for the fourth
quarter of 2003 decreased to $7.4 million from $10.4 million in
the fourth quarter of 2002. Included in gross profit was the
aforementioned impact of currency and the loss on the Company's
copper hedge, which was $5.4 million before tax. In 2001 the
Company discontinued its WRI operations in Ontario, Canada. In the
fourth quarter of 2003, the Company recognized $1.6 million net-
of-tax losses in discontinued operations to reflect changes in the
carrying value of the assets and additional pensions and post
retirement obligations as we prepare to dispose of this facility.

For the year ended December 31, 2003, loss from continuing
operations was $39 million or $3.18 per share compared with income
from continuing operations of $7.2 million, or $0.58 per share for
2002. The 2003 loss included a $23.2 million goodwill impairment
charge and restructuring charges, totaling $15.1 million ($10.0
million after-tax) relating principally to the closure of the
Booneville plant and a corporate-wide workforce reduction program.
Excluding goodwill impairment and the restructuring charges, loss
from continuing operations would have been $6.9 million or $0.56
per share. Total pounds of product shipped in 2003 were 327.4
million pounds compared to 310.2 million pounds in 2002. Net sales
were $596.3 million, an 8.3 percent increase from 2002. Gross
profit for 2003 was $40.8 million compared to $58.4 million in
2002.

Commenting on the results, Dennis Horowitz, Chairman, President
and Chief Executive Officer, said, "The combined impacts of
sharply rising copper prices and the weakening U.S. dollar had a
very significant negative effect on our fourth quarter earnings.
However, excluding these impacts, fourth quarter operating results
was much improved from the third quarter of 2003 and encouraging
for several reasons, including improved demand for our value added
commercial products, improved demand and pricing in wholesale and
rod and bar products, and improved operational performance at our
facilities."

Horowitz added, "That while our cash position at $46.1 million was
below what we expected at year-end, it was principally due to
copper price increases, which affected inventory dollar values. At
the same time, inventory turns, as well as receivable and payable
days outstanding, improved and capital expenditures were within
expectations."

            Fourth Quarter Results by Segment

Shipments of commercial products totaled 49.8 million pounds, a
4.8 percent increase over the fourth quarter 2002 of 47.5 million
pounds. Net sales increased approximately 16.2 percent to $110.4
million. These results reflect increased shipments of industrial
tube, technical tube and fabricated products. Gross profit
decreased to $7.3 million from the prior year's fourth quarter of
$10.5 million. Gross profit gains due to increased demand and
improved operating efficiencies were more than offset by the
losses on the Company's copper hedge and currency translation.

Shipments of wholesale products totaled 24.1 million pounds, as
compared to last year's fourth quarter of 19.5 million pounds. Net
sales increased 52.6 percent to $34.2 million from the prior
year's fourth quarter. Gross profit was a loss of $800 thousand
compared to last year's fourth quarter loss of $500 thousand.
Again, increased demand and pricing gains in this segment were
more than offset by the losses on the Company's copper hedge.

Shipments of rod, bar and other totaled 6.2 million pounds, a 27.6
percent increase from the fourth quarter of 2002. Net sales
increased to $11.2 million, a 36.4 percent increase from the
fourth quarter in the prior year. These results reflect increased
volume and price in rod and bar. Gross profit in rod, bar and
other in the quarter was $900 thousand compared to $400 thousand
in the prior year's fourth quarter. Gains in our European
distribution business and improvements in rod and bar demand in
North America offset copper hedge and currency translation losses.

                      Earnings Outlook

Commenting on the outlook for the Company, Horowitz said, "In the
second half of the fourth quarter, we began to see tangible
improvement in demand across all our product segments and
stabilizing in wholesale pricing. This has carried over into the
first quarter of 2004 and reflects a recovering U.S. economy. In
addition, operations are running well with increasing
productivity. Market shares remain strong, and in many cases, are
improving, and customer contracts that were up for renewal are
essentially completed with only moderate price concessions."

Horowitz continued, "Several identifiable challenges that we
continue to face are related to copper price volatility and
currency translation impacts. On the other hand, natural gas costs
are hedged for all of 2004 at levels below 2003, especially in the
first quarter. Pension and retirement costs are expected to be
relatively stable year-over-year, and our healthcare costs will
increase moderately. With this in mind, coupled with seasonal
strengthening in the first quarter, operating income from
continuing operations should show both a sharp increase both
sequentially from the fourth quarter of 2003, as well as in
comparison to the first quarter of 2003."

                  About Wolverine Tube, Inc.

Wolverine Tube, Inc. (S&P, BB- Corporate Credit Rating, Negative
Outlook) is a world-class quality partner, providing its customers
with copper and copper alloy tube, fabricated products, metal
joining products as well as copper and copper alloy rod, bar and
other products.  Internet addresses: http://www.wlv.com/and  
http://www.silvaloy.com/


* CLLA Headquarters Relocates to 70 East Lake Street
----------------------------------------------------
The Commercial Law League of America relocated its headquarters
to:

          Commercial Law League of America
          70 East Lake Street, Suite 630
          Chicago, IL 60601
          Phone: 312.781.2000
          Fax: 312.781.2010

The phone and fax numbers have not changed.  

The CLLA has also created a new website at http://www.clla.org/

Finally, with the new website, CLLA staff email addresses have
changed to:

   David Watson (Executive Vice President): dwatson@clla.org
   Erica Jenks (Administrative Director): ejenks@clla.org
   Megan Tocci (Administrative Assistant): mtocci@clla.org  


* Jones Rogers in Toronto Looks for Associate with Sense of Humor
-----------------------------------------------------------------
Jones, Rogers LLP in Toronto wants to hire an Associate in its
bankruptcy, insolvency and commercial litigation practice area.   
Kevin Taylor, Esq., is moving to Bermuda, which is the home of his
fiancee.  As a result, the Firm is looking for a young lawyer (0-6
year Call) to join its practice focusing on bankruptcy, insolvency
and commercial litigation.  "A sense of humour is probably
essential for the applicant," Richard B. Jones, of Counsel, says.  
See http://www.jonesrogers.ca/


* Retailers' 2004 Legislative Agenda Includes Bankruptcy Reform
---------------------------------------------------------------
Tax policy, overtime regulations, international trade, health
insurance costs and bankruptcy reform are among the issues that
will top the legislative agenda of the nation's retailers this
year, the National Retail Federation said.

"The decisions Congress makes on these issues over the next
several months will have a profound effect not only on the health
of the retail industry but on our customers and employees as
well," NRF Senior Vice President for Government Relations Steve
Pfister said. "Each of these issues affects the cost of doing
business and the price of products on the shelf. With consumer
spending making up two-thirds of the gross domestic product, the
impact of Congress's actions on the retail sector trickles down
through every segment of our nation's economy. Coming as the
economy continues its recovery, these issues are more crucial than
ever."

NRF's legislative priorities were set after consultation with
member companies on their top concerns for the year. While the
issues have been identified as those where NRF will take a
leadership position on behalf of the retail industry, NRF will
continue to deal with a wide variety of topics as they arise
during the 2004 congressional session. Top issues on the agenda
include:

    * Consumer/Business Tax Relief -- NRF supports President
      Bush's State of the Union proposal to make the series of
      temporary tax cuts enacted since 2001 permanent. In addition
      to broad rate reductions, these included measures to double
      the child tax credit, reduce the marriage penalty, reduce
      taxes on capital gains and stock dividends, cut taxes on
      small businesses, and eliminate the estate tax. The consumer
      tax cuts have pumped billions of dollars into the national  
      economy and have played a major role in increased retail
      sales. Business tax cuts, meanwhile, have allowed retailers
      to create more jobs. Small retailers are particularly
      supportive of plans to make the estate tax repeal permanent
      because the tax makes it difficult to pass on family-owned
      businesses from one generation to the next.

    * Bankruptcy Reform -- NRF supports H.R. 975, the Bankruptcy
      Abuse Prevention Act of 2003, because retailers are being
      left holding an ever-increasing amount of bad debt as the
      number of bankruptcy filings hits new records each year. The
      cost of the bad debt must be passed on to consumers and
      currently amounts to approximately $500 a year per family.
      The legislation would require those who can afford to pay a
      significant portion of their debts to do so under Chapter
      13, while preserving the safety net of Chapter 7 -- which
      wipes out all debts -- for those who truly need a fresh
      start.

    * Health insurance reform -- NRF supports increased access to
      health care and steps to reduce health insurance costs. NRF
      strongly supports legislation to allow the creation of
      Association Health Plans, which would allow small employers
      to band together to purchase health insurance for their
      employees at large-group rates.

    * Trade -- NRF is opposed to antidumping and safeguards cases
      filed by U.S. manufacturers, and other actions intended to
      limit the importation of affordable consumer goods from
      China or other low-cost  foreign manufacturers. NRF believes
      many manufacturers are using China as a scapegoat rather
      than addressing problems within their own industries.

    * Sales tax simplification -- NRF supports federal legislation
      that would allow states to require out-of-state merchants to
      collect sales tax on sales to their residents. NRF believes
      all retailers should play by the same tax rules regardless
      of whether they sell their merchandise from a storefront,
      through the mail or over the Internet.

    * White-Collar Overtime Rules -- NRF supports the Department
      of Labor's proposal to update white-collar overtime
      regulations. Current regulations are vague and out-of-date,
      making it difficult for retailers and other businesses to
      know whether they are making the correct decision when
      determining which employees should receive overtime. The
      proposed update would save the retail industry an estimated
      $285 million a year spent in legal fees defending disputed
      decisions.

    * Class-action Lawsuit Reform -- NRF supports class-action
      lawsuit reform legislation, including provisions that would
      limit "forum shopping" by moving more class actions to
      federal court. National retail chains have been popular
      targets in class-action suits because the presence of
      stores in multiple states makes it easy for plaintiffs'
      attorneys to find a favorable judge.

    * Electronics Recycling Tax -- NRF is opposed to H.R. 1165,
      legislation that would require retailers to collect a
      recycling tax of up to $10 on each computer, and to other
      so-called "product stewardship" proposals that might require
      retailers to accept the return of used electronics equipment
      or other products for recycling. The recycling tax would
      impose another financial burden on consumers and would
      burden retailers with the cost of collection, while other
      recycling proposals could force enormous logistics problems
      and costs upon retailers.

The National Retail Federation is the world's largest retail trade
association, with membership that comprises all retail formats and
channels of distribution including department, specialty,
discount, catalog, Internet and independent stores as well as the
industry's key trading partners of retail goods and services. NRF
represents an industry with more than 1.4 million U.S. retail
establishments, more than 20 million employees -- about one in
five American workers -- and 2003 sales of $3.8 trillion. As the
industry umbrella group, NRF also represents more than 100 state,
national and international retail associations. For more
information, go to http://www.nrf.com/


* SSG Capital Advisors & Resilience Capital Partners Join Forces
----------------------------------------------------------------
SSG Capital Advisors, L.P., an investment bank specialized in
providing financial advisory services in middle market business
restructurings, announced that it has joined forces with the
investment banking and financial advisory practice of Cleveland-
based Resilience Capital Partners LLC, which effective immediately
will operate as SSG's Midwestern office.

SSG Capital Advisors has named Geoffrey S. Frankel a Managing
Director and Jeremy P. Eberlein a Vice President. Previously, Mr.
Frankel and Mr. Eberlein were Managing Partner and Vice President
of Resilience, respectively.  

"Our mutual focus on distressed middle market companies was just
one of a number of compelling reasons to merge Resilience's
investment banking practice into SSG Capital Advisors," said Mark
E. Chesen, SSG's president.  He noted that the investment bankers
from the two firms had worked effectively together on prior deals
and can now leverage their combined, broad experience in the
metals and steel, capital equipment, packaging, and consumer
products areas.

Frankel added, "SSG's strong infrastructure enables us to build on
the momentum we achieved at Resilience and expand our commitment
to distressed companies in the Midwest and nationwide."  Over the
past 3 years, Mr. Frankel has participated in 35 restructuring
transactions involving over $2.6 billion of restructured
obligations.

Prior to forming Resilience, Mr. Frankel was a Managing Director
and Manager of the Restructuring Group with McDonald Investments.
Before that he was an attorney with Jones, Davis, Reavis & Pogue,
where he represented distressed companies, principal creditors,
and equity holders in corporate reorganizations, sales
transactions, and bankruptcy proceedings.  

Mr. Frankel's restructuring engagements have included Atchison
Casting Corporation, Nexpak Corporation, Cold Metal Products,
Inc., Freedom Forge Corporation, Globe Metallurgical, Inc.,
Homeland Stores, Inc., Genesis Worldwide, Inc., Vista Eyecare, The
Gibson-Homans Company, AL Tech Specialty Steel, Gulf States Steel,
Inc. of Alabama, Garden Botanika, CSC, Inc., and Quick to Fix
Foods, Inc.  He also has advised on out-of-court sales or
restructuring of companies in the automotive, specialty
chemicals/plastics, wood products, educational
construction/engineering and agricultural industries.

Before joining Resilience, Mr. Eberlein was an associate in the
Restructuring Group at McDonald Investments, following four years
with KeyCorp's institutional asset services and corporate capital
groups.

Resilience Capital Partners is a private merchant banking firm
located in Cleveland, Ohio. Unaffiliated to SSG Capital,
Resilience Capital Partners will continue to focus exclusively on
managing The Resilience Fund, a private equity fund that invests
in middle-market underperforming, under managed, and turnaround
buyout opportunities under the leadership of Bassem Mansour and
Steven Rosen.  Mr. Frankel remains a partner in that business.

      Contacts: Mark E. Chesen
                President
                Telephone (610) 940-5801
                mchesen@ssgca.com

                Geoffrey Frankel
                Managing Director
                Telephone (216) 292-4746
                gfrankel@resiliencecapital.com

                  About SSG Capital Advisors, L.P.

With offices in Philadelphia, New York and Cleveland, SSG Capital
Advisors, L.P. -- http://www.ssgca.com/-- advises middle market  
businesses nationwide and in Europe that are under-capitalized
and/or facing turnaround situations. With more than 100 investment
banking assignments completed since 1994, the firm is recognized
for its expertise in mergers and acquisitions; private placements
of debt and equity; complex financial restructurings, and
valuations and fairness opinions.  In addition, SSG assists
institutional and individual limited partners, throughout the
country, in selling their private equity fund interests into the
secondary market.  

                            *   *   *   

                  Resilience Capital Partners to
                Focus Exclusively on Private Equity
           Investing By Exiting Investment Banking Practice

Dear Friends:

We are pleased to announce that Resilience Capital Partners has
completed a spin-off of its investment banking/financial advisory
practice to SSG Capital Advisors. The transition of our investment
banking practice to SSG Capital Advisors will allow Resilience to
focus 100% of its resources on investing in new transaction
opportunities and managing its existing portfolio. Resilience
currently has three investments in its portfolio and expects to
complete two to three additional transactions during 2004.

Resilience Capital Partners will continue to invest in
underperforming and turnaround oriented situations. Our investment
criteria remains focused on middle-market companies, typically
between $10 million and $75 million in revenue, undergoing a
change of control precipitated by a lack of adequate
capitalization, downturn in the company's industry sector or
financial restructuring.

Effective immediately, Geoffrey Frankel and Jeremy Eberlein will
join SSG Capital Advisors in establishing its Cleveland office.
Geoff remains a partner in Resilience Capital Partners.

We thank you for continuing to think of us as you come across
transaction opportunities that might fit with our investment
criteria.

                                   Bassem Mansour
                                   Telephone 216.292.4748
                                   bmansour@resiliencecapital.com

                                   Steven Rosen
                                   Telephone 216.292.4535
                                   srosen@resiliencecapital.com   

                                   Ki Mixon
                                   Telephone 216.292.0503
                                   kmixon@resiliencecapital.com

                                   Christopher Rossi
                                   Telephone 216.292.4526
                                   crossi@resiliencecapital.com
  

* BOND PRICING: For the week of February 23 - 27, 2004
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                6.000%  02/15/06    54
Allegiance Telecom                    11.750%  02/15/08    56
American & Foreign Power               5.000%  03/01/30    69
Asarco Inc.                            8.500%  05/01/25    71
Atlas Air Inc.                        10.750%  08/01/05    39
Best Buy                               0.684%  06/27/21    75
Better Mining                         13.000%  09/15/09    71
Burlington Northern                    3.200%  01/01/45    57
Comcast Corp.                          2.000%  10/15/29    38
Cummins Engine                         5.650%  03/01/98    74
Cox Communications Inc.                2.000%  11/15/29    34
Cummins Engine                         5.650%  03/01/98    74
Delta Air Lines                        8.300%  12/15/29    62
Delta Air Lines                        9.000%  05/15/16    68
Elwood Energy                          8.159%  07/05/26    70
Enron Corp.                            6.750%  08/01/09    23
Federal-Mogul                          7.500%  01/15/09    25
Fibermark Inc.                        10.750%  04/15/11    69
Finova Group                           7.500%  11/15/09    64
Inland Fiber                           9.625%  11/15/07    55
International Wire Group              11.750%  06/01/05    74
Kaiser Aluminum                       12.750%  02/01/03    15
Level 3 Communications                 6.000%  09/15/09    67
Level 3 Communications                 6.000%  03/15/10    68
Levi Strauss                          11.625%  01/15/08    70
Levi Strauss                          12.250%  12/15/12    69
Liberty Media                          3.750%  02/15/30    68
Liberty Media                          4.000%  11/15/29    73
Mirant Corp.                           2.500%  06/15/21    65
Mirant Corp.                           5.750%  07/15/07    66
Northern Pacific Railway               3.000%  01/01/47    55
RCN Corporation                       10.000%  10/15/07    54
RCN Corporation                       10.125%  01/15/10    55
Select Notes                           5.700%  06/15/33    75
Universal Health Services              0.426%  06/23/20    67

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***