TCR_Public/040224.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 24, 2004, Vol. 8, No. 38

                           Headlines

ALPHARMA INC: Q4 and FY Earnings Conference Call Set for Mar. 3
AMERCO: Judge Zive Confirms First Amended Chapter 11 Plan
AMERICA WEST: Inks Tentative Agreement with Transport Workers
ANC RENTAL: Court Permits Unsecured Panel to Pursue E&Y Action
ASSOCIATED MATERIALS: S&P Rates Proposed $258-Mill. Notes at B-

ATLANTIC COAST: Caps Price on $125-Mil. Convertible Senior Notes
AUBURN FOUNDRY: Obtains Interim Approval to Use Cash Collateral
AURORA FOODS: Gets Go-Signal to Hire Ordinary Course Professionals
BEAR STEARNS: S&P Assigns Preliminary Ratings to 2004-PWR3 Notes
BEAR STEARNS: Fitch Junks Rating on Series 2001-A Class B Notes

BEATON HOLDING: UST Fixes Section 341(a) Meeting for March 11
BUILDING MATERIALS: S&P Ups Corporate Credit Rating to BB-
BURLINGTON: BII Trust Wants to Stretch Claim Objection Bar Dates
CALPINE: Closes Non-Recourse Financing for Rocky Mountain Center
CALPINE GENERATING: S&P Assigns Neg. Outlook to B Credit Rating

CASELLA WASTE: Working to Reach Agreement on Templeton Landfill
CHASE COMM'L: Fitch Puts Low-B Level Note Ratings on Watch Neg.
COVANTA ENERGY: Court Clears ACE Renewal Insurance Program
CP SHIPS: $175-Million Sr. Sub. Debt Issue Gets S&P's BB+ Rating
CWMBS INC: Fitch Takes Various Rating Actions on 7 Securitizations

DANA CORP: Fitch Initiates Coverage & Rates Sr. Unsec. Debt at BB
DELACO COMPANY: Wants BSI Appointed as Claims and Notice Agent
ENERGY VISIONS: Shoos Away Goldstein & Taps Dohan as New Auditor
ENRON: Inks Settlement Allowing ACE-INA's Premium Payment to Gulf
ENRON: SDNY Court Temporarily Allows 12 Big Claims for Voting

EXHAUST TECHNOLOGIES: Recurring Losses Prompt Going Concern Doubts
FACTORY 2-U: Signs-Up Kekst & Company as Communications Consultant
FEDDERS NORTH AMERICA: S&P Junks Rating on $160-Mil. Sub. Notes
FEDERAL-MOGUL: Gets Clearance for Pneumo Abex & Mafco Settlement
GAMES INC: Must Secure Additional Funding to Maintain Operations

GLOBAL AXCESS: Raises $2.5 Million Through Private Offering
HEALTHEAST: Improved Operations Spur S&P to Up Debt Rating to BB
HOMAN INC: Case Summary & 20 Largest Unsecured Creditors
IPCS INC.: Court Strikes Unsecured Panel's Jury Trial Demand
ITS NETWORKS: Needs Additional Funds to Continue as Going Concern

J.L. FRENCH AUTOMOTIVE: S&P Removes Low-B Ratings from Watch
JLG IND.: S&P Watches Ratings Citing Need to Restate Financials
KENNEDY COMPANY: Case Summary & 20 Largest Unsecured Creditors
KMART: Objects to Sun Trust's Administrative Freeze on Accounts
KNOX COUNTY: U.S. Trustee Appoints Official Creditors' Committee

LA QUINTA: Schedules 4th Quarter Conference Call for February 26
MARYLBONE ROAD: Fitch Affirms Class A-3L Notes Rating at BB+
MEROE CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
MESA AIR: Selected for Additional Essential Air Service Routes
MICROCELL TELECOMMS: S&P Assigns Low & Junk-Level Debt Ratings

MICROCELL: Secures Commitments for C$450 Million Bank Financing
MIRANT CORP: Receives Clearance for Pepco Energy Settlment Pact
NAT'L CENTURY: Provident Bank Pushes for a Chapter 11 Trustee
NAVISITE INC: Amends Silicon Valley Bank Financing Pact
NEBRASKA BOOK: S&P Cuts Rating to B over Increased Debt Leverage

NET PERCEPTIONS: Obsidian Extends Common Stock Exchange Offer
NEW MASHPEE ENTERPRISES: Voluntary Chapter 11 Case Summary
NEW WORLD RESTAURANT: Nixes Consulting Pact with Herbert Buchwald
NORTHWEST AIRLINES: Vanguard Windsor Discloses 5.59% Equity Stake
OGLEBAY NORTON: Files for Chapter 11 Protection in Delaware

OGLEBAY NORTON CO: Case Summary & 50 Largest Unsecured Creditors
PACIFIC GAS: Pushing for Approval of BNY Stipulation Amendment
PARMALAT: Court Puts Capital Finance Into Provisional Liquidation
PROTERION CORP: Ability to Continue as a Going Concern Uncertain
PUBLICARD INC: Reports Additional Recovery of About $5 Million

QWEST COMMS: Notebaert and Shaffer to Address Investors Today
REBECCA WILKINSON: Case Summary & 18 Largest Unsecured Creditors
ROGERS WIRELESS: Closes Private Placement of $750 Million Notes
RUSSEL METALS: Will Use $175MM Financing Proceeds to Redeem Notes
SHAW GROUP: Files Shelf Registration for $500M in Debt and Stock

SHAW GROUP: Opens Baghdad Office to Support Iraqi Initiatives
SK GLOBAL AMERICA: Tape Tech Demands Decision on Agreements
SLATER STEEL: Union Okays Concession-Free Pact with Del. Street
SLATER STEEL: A. Finkl Unit to Acquire Canadian Forging Operation
SPECIALTY FOODS: Expects to Raise $23-Mil. from Private Placement

SPIEGEL: Judge Blackshear OKs Canadian Call Center Lease Agreement
SUN HEALTHCARE: Completes $56.2 Million Equity Financing
TIME WARNER: Completes $440 Million Senior Debt Offering
TRANSPORTATION TECH: S&P Ups Junk Corporate Credit Rating to B
TRITON AVIATION: S&P Takes Rating Actions on Various Note Classes

UAL CORP: Court Appoints Examiner to Investigate Retiree Plan
UNITED MEDICORP: Pursues Business with Presbyterian Healthcare
US AIRWAYS: Flight Attendants Demand Detailed Business Plan
VALLEY HEALTH: Fitch Downgrades $96 Million Bond Rating to BB-
VERTICALNET: Prepares to Register 6.8-Mil. Common Shares for Sale

VOLUME SERVICES: Declares Payments on Income Deposit Securities
WEIRTON STEEL: Gets Court Nod for Steelworkers Union Settlement
WESTPOINT STEVENS: Asks Court to Nix Simmons Trademark Agreement
WESTPOINT STEVENS: Stockholders' Equity Deficit Widens to $949MM
WEYERHAEUSER: Selling 300,000+ Acres of Timberlands in Georgia

WORLDCOM: Issues December 2003 Monthly Operating Results
Z-TEL TECHNOLOGIES: Dec. 2003 Balance Sheet Insolvent by $130 Mil.

* Large Companies with Insolvent Balance Sheets

                           *********

ALPHARMA INC: Q4 and FY Earnings Conference Call Set for Mar. 3
---------------------------------------------------------------
Alpharma Inc. (NYSE: ALO) will release its fourth quarter and full
year 2003 earnings after the market close on Tuesday, March 2,
2004. Alpharma management will conduct a conference call/webcast
the following morning, Wednesday, March 3, 2004, beginning at 8:30
AM Eastern Standard Time to discuss its fourth quarter and full
year results.

The call will be open to all interested parties and may be
accessed by using the following information:

                  CONFERENCE CALL ACCESS
                  Domestic Dial In:        (800) 374-0147
                  International Dial In:   (706) 634-5431
                  Conference Call ID:      5163763

Investors can access the call in a "listen only" mode at:

                  http://www.streetevents.com/or  
                  http://www.companyboardroom.com/

In addition, for those unable to participate at the time of the
call, a rebroadcast will be available following the call from
Wednesday, March 3, 2004 at 12:00 PM Eastern Standard Time until
Wednesday, March 10, 2004 at midnight.

The rebroadcast may be accessed on the Internet at:

                   http://www.streetevents.com/

or by telephone using the following information:

                  REBROADCAST ACCESS
                  Domestic Dial In:        (800) 642-1687
                  International Dial In:   (706) 645-9291
                  Participant Code:        5163763

Alpharma Inc. (NYSE: ALO) (S&P, BB- Corporate Credit and Senior
Secured Debt Ratings) is a growing specialty pharmaceutical
company with expanding global leadership positions in products for
humans and animals. Uniquely positioned to expand internationally,
Alpharma is presently active in more than 60 countries.  Alpharma
is the #5 manufacturer of generic pharmaceutical products in the
U.S., offering solid, liquid and topical pharmaceuticals.  It is
also one of the largest manufacturers of generic solid dose
pharmaceuticals in Europe, with a growing presence in Southeast
Asia.

Alpharma is among the world's leading producers of several
important pharmaceutical-grade bulk antibiotics and is
internationally recognized as a leading provider of pharmaceutical
products for poultry, swine, cattle, and vaccines for farmed-fish
worldwide.

Alpharma press releases are also available at its Web site:

                  http://www.alpharma.com/


AMERCO: Judge Zive Confirms First Amended Chapter 11 Plan
---------------------------------------------------------
The Court determines that the AMERCO Debtors' Plan satisfies the
13 requirements of Section 1129 of the Bankruptcy Code:

A. The Plan satisfies Section 1129(a)(1) as the Plan complies
   with all applicable provisions of the Bankruptcy Code:

   * Pursuant to Sections 1122 and 1123(a)(1) of the Bankruptcy
     Code, the Plan designates 13 Classes of Claims and four
     Classes of Equity Interests in the Debtors, in addition to
     the Administrative Claims and Priority Tax Claims;

   * Pursuant to Section 1123(a)(2) of the Bankruptcy Code, the
     Plan specifies the Classes of Claims and Interests that are
     unimpaired under the Plan;

   * Pursuant to Section 1123(a)(3) of the Bankruptcy Code, the
     Plan specifies the Classes of Claims that are impaired
     under the Plan;

   * Pursuant to Section 1123(a)(4) of the Bankruptcy Code, the
     Plan provides for the same treatment by the relevant Debtor
     for each Claim in each Class;

   * Pursuant to Section 1123(a)(5) of the Bankruptcy Code, the
     Plan provides adequate and proper means of implementation
     of the Plan;

   * Pursuant to Section 1123(a)(6) of the Bankruptcy Code, the
     Plan provides that the articles of incorporation of the
     Reorganized Debtors will prohibit the issuance of
     non-voting equity securities to the extent required;

   * Pursuant to Section 1123(a)(7) of the Bankruptcy Code, the
     Plan properly and adequately discloses or otherwise
     identifies procedures for determining the identity and
     affiliations of all individuals proposed to serve on or
     after the Effective Date as officer or directors of the
     Reorganized Debtors, and, to the extent applicable, SAC
     Holding;

   * Pursuant to Section 1123(b) of the Bankruptcy Code, the
     Plan's provisions are appropriate and consistent with the
     applicable provisions of the Bankruptcy Code; and

   * Pursuant to Section 3016(a) of the Bankruptcy Code, the
     Plan is dated and identifies the entities submitting it;

B. The Plan satisfies Section 1129(a)(2) as the Debtors and SAC
   Holding complied with the applicable provisions of the
   Bankruptcy Code;

C. The Plan satisfies Section 1129(a)(3) as the Debtors and SAC
   Holding proposed the Plan in good faith and not by any means
   forbidden by law;

D. The Plan satisfies Section 1129(a)(4) as any payments made or
   to be made by the Debtors and SAC Holding for services or for
   costs and expenses in connection with these Chapter 11 cases,
   included all administrative expense claims under Section 503
   of the Bankruptcy Code, or in connection with the Plan and
   incident to these Chapter 11 cases, has been approved by, or
   is subject to the approval of, the Court as reasonable;

E. The Plan satisfies Section 1129(a)(5) as the Debtors and SAC
   Holding disclosed in the Disclosure Statement the identity
   and affiliations of all individuals proposed to serve, after
   confirmation of the Plan, as directors and key officers of
   the Reorganized Debtors and SAC Holding, as well as the
   identity of insiders that will be employed or retained by the
   Reorganized Debtors and the nature of compensation for those
   insiders;

F. The Plan satisfies Section 1129(a)(6) because the Debtors'
   business is not subject to governmental regulation of rates;

G. The Plan satisfies Section 1129(a)(7) as the liquidation
   analysis attached to the Disclosure Statement:

   -- is persuasive, credible and accurate as of the date it was
      prepared, presented and proffered;

   -- either has not been controverted by other persuasive
      evidence or has not been challenged;

   -- is based on reasonable and sound assumptions;

   -- provides a reasonable estimate of the liquidation values of
      the Debtors upon a hypothetical conversion to cases under
      Chapter 7 of the Bankruptcy Code; and

   -- establishes that each holder of a Claim in an Impaired
      Class that has not accepted the Plan will receive or retain
      under the Plan, on account of such Claim, property of a
      value, as of the effective date of the Plan, that is not
      less than the amount that it would receive if the Debtors
      were liquidated under Chapter 7 of the Bankruptcy Code on
      that date;

H. The Plan satisfies Section 1129(a)(8) since all Impaired
   Classes have voted to accept the Plan and all Unimpaired
   Classes are deemed to accept the Plan;

I. The Plan satisfies Section 1129(a)(9) since the treatment of
   Administrative Claims and Other Priority Claims satisfies the
   requirements of Sections 1129(a)(9)(A) and (B) of the
   Bankruptcy Code and the treatment of Priority Tax Claims
   satisfies Section 1129(a)(9)(C) of the Bankruptcy Code;

J. The Plan satisfies Section 1129(a)(10) since all Impaired
   Classes under the Plan have voted to accept the Plan and, to
   the best of the Debtors' knowledge, do not contain "insiders"
   of any significant magnitude;

K. The Plan satisfies Section 1129(a)(11) as the financial
   projections attached to the Disclosure Statement:

   -- are persuasive, credible and accurate as of the date they
      were prepared, presented and proffered;

   -- either have not been controverted by other persuasive
      evidence or have not been challenged;

   -- are based on reasonable and sound assumptions; and

   -- establish that the Plan is feasible and that confirmation
      of the Plan is not likely to be followed by the
      liquidation or further financial renegotiation of the
      Debtors, the Reorganized Debtors or SAC Holding;

L. The Plan satisfies Section 1129(a)(12) as the Plan provides
   for the payment of all fees payable to the U.S. Trustee on
   the Effective Date of the Plan and as they come due after the
   Effective Date; and

M. Section 1129(a)(13) is inapplicable since no retiree benefits
   exist in these Chapter 11 cases.

Moreover, the Court believes the Debtors' representation, in
satisfaction of Section 1129(d) of the Bankruptcy Code, that the
principal purpose of the Plan is not the avoidance of taxes or
the avoidance of the application of Section 5 of the Securities
Act of 1933.

Accordingly, Judge Zive confirms the Debtors' Plan, as amended by
these modifications:

                       Definition of Terms

A. Section 1.140 "Released Parties" means, collectively:

   (a) all officers of each of the Debtors, all members of the
       boards of directors of each of the Debtors, and all
       employees of each of the Debtors, in each case, as of the
       date of the commencement of the hearing on the Disclosure
       Statement;

   (b) the Statutory Committees and all members of the Statutory
       Committees in their respective capacities as such;

   (c) the DIP Agent in its capacity as such;

   (d) the DIP Lenders in their capacities as such;

   (e) the Prepetition Lenders in their capacities as such;

   (f) the Prepetition Agent in its capacity as such;

   (g) the holders of AREC Note Claims;

   (h) the Indenture Trustees;

   (i) SAC Holding, as a co-proponent of the Plan;

   (j) Bank of Montreal in its capacity as administrative agent
       for the lenders under the BMO Master Lease;

   (k) BMO Global Solutions, Inc., in its capacity as agent
       lessor under the BMO Master Lease and Citibank Master
       Lease;

   (l) the BMO Lease Parties;

   (m) Citicorp USA, Inc., in its capacity as agent under the
       Citibank Master Lease;

   (n) the Citibank Lease Parties; and

   (o) with respect to each of the abovenamed Persons, such
       Person's affiliates, principals, employees, agents,
       officers, directors, financial advisors, attorneys and
       other professionals, in their capacities as such.

   Notwithstanding the foregoing, nothing in this Article 1.140,
   the Plan or the Confirmation Order shall affect, release,
   enjoin or impact the prosecution of the Claims asserted or to
   be asserted against the non-Debtor defendants in the
   Derivative Actions, the Class Actions or the Securities
   Actions.

B. Section 1.144 "Restated BMO Master Lease" means the restated
   BMO Master Lease to be executed and delivered by Reorganized
   AREC and U-Haul on the Effective Date of the Plan in
   accordance with the provisions of Section 5.4(a)(ii) of the
   Plan, as modified by the Confirmation Order.  

C. Section 1.145 "Restated Citibank Master Lease" means the
   Citibank Master Lease to be executed and delivered by
   Reorganized AREC on the Effective Date of the Plan in
   accordance with Section 5.3 of the Plan, as modified by the
   Confirmation Order, and each other amended, restated,
   modified or supplemented document or agreement contemplated
   therein or necessary and appropriate to implement the terms
   thereof.

D. Section 11.4(c) Exculpation and Limitation of Liability
   Regarding Conduct of Chapter 11 Cases.  The Debtors, the
   Reorganized Debtors, the Statutory Committees, the members of
   the Statutory Committees in their capacities as such, the DIP
   Lenders, the DIP Agent, the Prepetition Agent, the
   Prepetition Lenders, the Indenture Trustees, each holder of
   the AREC Notes, SAC Holding, Bank of Montreal in its capacity
   as administrative agent for the lenders under the BMO Master
   Lease, BMO Global Solutions, Inc., in its capacity as agent
   lessor under the BMO Master Lease, the BMO Lease Parties,
   Citicorp USA, Inc., in its capacity as agent under the
   Citibank Master Lease, the Citibank Lease Parties and each
   such parties' respective professionals, agents, present or
   former members, officers and directors and any of such
   parties' successors and assigns, shall not have or incur, and
   are hereby forever released, waived, and discharged from any
   claims, obligations, suits, judgments, damages demands,
   debts, rights, Causes of Action, or liabilities to one
   another or to any Claimholder or Interest holder, or any
   other party-in-interest, or any of their respective agents,
   employees, professionals, or any of their successors and
   assigns, for any act or omission, unless such act or omission
   is caused by such parties' gross negligence or willful
   misconduct, in connection with, relating to, or arising out
   of (i) the Debtors' Chapter 11 Cases, (ii) the negotiation
   and filing of this Plan, (iii) the filing of the Chapter 11
   Cases, (iv) the pursuit of confirmation of the Plan,
   including distributions made under the Plan, and the
   consummation of this Plan, including distributions made under
   the Plan, or (v) the administration of this Plan or the
   property to be distributed under this Plan.

         Modification on Class 3(a) and Class 3(b) Claims

Section 5.3 of the Plan is deleted in its entirety and modified
to read:

   Class 3 shall consist of a separate subclass for the Citibank
   Secured Claim and the Citibank Guaranty Claim.  The
   alternative treatments set forth in this Article 5.3 of the
   Plan shall be in full satisfaction, settlement, release and
   discharge of the Citibank Secured Claim and the Citibank
   Guaranty Claim.

   (a) Class 3(a):  Citibank Secured Claim (Impaired):

        (i) Cash -- Carey Sale Proceeds.  In the event that the
            Carey Transaction is consummated by the Reorganized
            Debtors after the Effective Date but before a final
            decree is entered in the Debtors' Chapter 11 Cases,
            the holders of Citibank Secured Claim shall receive
            an amount of Cash from the Carey Sale Proceeds
            equivalent to the full amount of the Allowed
            Citibank Secured Claim then outstanding, excluding
            therefrom, if applicable, any fine, penalty,
            interest or cost arising from or related to a
            default under the Citibank Master Lease and the
            Citibank Guaranty, provided that: (A) the Carey Sale
            Agreement shall have been approved by a Final Order
            of the Bankruptcy Court on or before a final decree
            is entered in the Debtors' Chapter 11 Cases; and (B)
            the Carey Sale Transaction closes in accordance with
            the Carey Sale Agreement, including the payment of
            the Carey Sale Proceeds, on or before the entry of a
            final decree in the Debtors' Chapter 11 Cases.

       (ii) Restated Citibank Master Lease.  Unless and until
            the Carey Sale Transaction closes before the entry
            of a final decree in the Debtors' Chapter 11 Cases,
            Reorganized AREC shall, on the Effective Date of the
            Plan, execute and deliver the Restated Citibank
            Master Lease to the holders of Citibank Secured
            Claim, the terms of which shall include the
            following: (i) the Debtors shall pay $12.5 million
            in cash on the Effective Date; (ii) on the earlier
            to occur of (y) a default under the New Citibank
            Loan (as restructured pursuant to the Plan), or (z)
            on or about October 1, 2004, the Agent will be
            entitled to a draw under the existing irrevocable
            letter of credit in the amount of $2.24 million (the
            "L/C") issued by Bank One, N.A. ("Bank One"),
            provided, with respect to the L/C, that in the event
            that the Agent is unable under the terms of the L/C
            to submit a draw request on or about October 1, 2004
            or a timely submitted draw request is not honored by
            Bank One, then Reorganized AREC shall pay to the
            Agent $2.24 million in Cash on October 15, 2004;
            (iii) on October 15, 2005, Reorganized AREC shall
            pay to the Agent an additional $2.24 million in
            Cash; (iv) the Restated Citibank Master Lease shall
            bear interest at Libor, plus 375 basis points with a
            2% Libor floor; (v) the Restated Citibank Master
            Lease shall mature 3 years following the Effective
            Date, provided that Reorganized AREC shall have 4
            one-year options to extend the maturity date and the
            cost of the initial option to extend shall be 50
            basis points and will escalate by 50 basis points
            each year for each successive option; (vi) principal
            shall amortize over 25 years (non-straight line
            amortization); (vii) a transaction fee of 50 basis
            points on the outstanding principal amount (reduced
            by the cash payments described above), shall be
            payable in Cash on the Effective Date, and, if the
            outstanding obligations under the Restated Citibank
            Master Lease are not satisfied in full before
            July 31, 2004, Reorganized AMERCO shall pay an
            additional 50 basis points on the then outstanding
            principal balance as an additional transaction fee;
            and (viii) on the Effective Date, Reorganized AMERCO
            shall execute and deliver the New AMERCO Guaranty.  
            In any event, implementation of the Restated Citibank
            Master Lease shall be subject to documentation
            acceptable to Citicorp USA, Inc. as agent thereunder
            and the financial institutions proposed to be party
            thereto, and shall include those terms and conditions
            as agreed among Citicorp USA, Inc., as agent, and the
            Debtors prior to the date of the Confirmation
            Hearing.

   (b) Class 3(b):  Citibank Guaranty Claim (Impaired).  The
       holders of the Citibank Guaranty Claims shall receive in
       full satisfaction, settlement, release and discharge of
       the Citibank Guaranty Claim, to the extent such Claim is
       an Allowed Claim, the New Citibank Guaranty, which shall
       be executed and delivered by Reorganized AMERCO on the
       Effective Date.

        Modification on Class 4(a) and Class 4(b) Claims

Section 5.4 of the Plan is deleted in its entirety and modified
to read:

   Class 4 shall consist of a separate subclass for the BMO
   Secured Claim and the BMO Guaranty Claim.  The alternative
   treatments set froth in this Article 5.4 of this Plan, shall
   be in full satisfaction, settlement, release, and discharge
   of the BMO Secured Claim and the BMO Guaranty Claim.

   (a) Class 4(a): BMO Secured Claim (Impaired).

        (i) Cash -- Carey Sale Proceeds.  In the event that the
            Carey Transaction is consummated by the Reorganized
            Debtors and U-Haul International, Inc. ("U-Haul")
            after the Effective Date but before a final decree
            is entered in the Debtors' Chapter 11 Cases, the
            holders of BMO Secured Claim shall receive an amount
            of Cash from the Carey Sale Proceeds equivalent to
            the amount of the Allowed BMO Secured Claim then
            outstanding, excluding therefrom, if applicable, any
            fine, penalty, interest or cost arising from or
            related to a default under the BMO Master Lease and
            the BMO Guaranty, provided that: (A) the Carey Sale
            Agreement shall have been approved by a Final Order
            of the Bankruptcy Court on or before a final decree
            is entered in the Debtors' Chapter 11 Cases; and (B)
            the Carey Sale Transaction closes in accordance with
            the Carey Sale Agreement, including the payment of
            the Carey Sale Proceeds, on or before the entry of a
            final decree in the Debtors' Chapter 11 Cases.

       (ii) Restated BMO Master Lease.  Unless and until the
            Carey Sale Transaction closes before the entry of a
            final decree in the Debtors' Chapter 11 Cases,
            Reorganized AREC shall, on the Effective Date of the
            Plan, execute and deliver the Restated BMO Master
            Lease to the holders of BMO Secured Claim, the terms
            of which shall include the following: (i) the
            Debtors shall pay $18.5 million in Cash on the
            Effective Date and Reorganized AREC and U-Haul shall
            pay an additional $3.5 million in Cash on October 15,
            2004 and October 15, 2005, all such payments being
            applied to principal; (ii) the Restated BMO Master
            Lease shall bear interest at Libor, plus 375 basis
            points with a 2% Libor floor; (iii) the Restated BMO
            Master Lease shall mature 3 years following the
            Effective Date, provided that Reorganized AMERCO
            shall have 4 one-year options to extend the maturity
            date and the cost of the initial option to extend
            shall be 50 basis points and shall escalate by 50
            basis points each year for each successive option;
            (iv) principal shall amortize over 25 years (non-
            straight line amortization); (v) a transaction fee of
            50 basis points on the outstanding principal amount
            (reduced by the cash payments described above), shall
            be payable in Cash on the Effective Date, and, if the
            outstanding obligations under the Restated BMO Master
            Lease are not satisfied in full before July 31, 2004,
            Reorganized AREC and U-Haul shall pay an additional
            50 basis points on the then outstanding principal
            balance as an additional transaction fee; and (vi)
            on the Effective Date, Reorganized AMERCO will
            execute and deliver the New AMERCO Guaranty.

   b. Class 4(b): BMO Guaranty Claim (Impaired).  The holders
      of BMO Guaranty Claims shall receive in full satisfaction,
      settlement, release and discharge of the BMO Guaranty
      Claim, to the extent such Claim is an Allowed Claim, the
      New BMO Guaranty, which shall be executed and delivered by
      Reorganized AMERCO on the Effective Date.

             Modification of Section 12.2 of the Plan

These provisions are added to the end of Section 12.2 of the
Plan, entitled Conditions to the Effective Date:

   (f) The documentation evidencing and relating to the New Term
       Loan B Notes and the New AMERCO Notes shall be in a form
       and substance reasonably acceptable to the Debtors and
       the Creditors' Committee, and the SAC Holding Senior Note
       Documents shall be in a form and substance reasonably
       acceptable to the Debtors, the Creditors' Committee and
       SAC Holding.

   (g) The Restated BMO Master Lease and documentation evidencing
       the transactions contemplated thereunder shall be in a
       form and substance reasonably acceptable to the Debtors,
       U-Haul and BMO.

   (h) The Restated Citibank Master Lease and documentation
       evidencing the transactions contemplated thereunder shall
       be in a form and substance reasonably acceptable to the
       Debtors and Citibank (provided that the satisfaction of
       this condition to the Effective Date may not be waived by
       the Debtors).

             Modification of Article XIII of the Plan

Article XIII(f) of the Plan is modified in its entirety to read:

   (f) To issue orders in aid of execution, implementation, or
       consummation of this Plan, including, without limitation:

        (i) to enter orders, after notice and a hearing pursuant
            to a motion filed by Reorganized AREC, approving the
            Carey Sale Transaction and any related matters at
            any time prior to the entry of a final decree in
            these Chapter 11 Cases, provided, however, that the
            terms of the Carey Sale Transaction provide for the
            treatment set forth in sections 5.3(a)(i) and
            5.4(a)(i) of the Plan, as modified by this Order;
            and

       (ii) to resolve any disputes between the Reorganized
            Debtors and RepWest with respect to enforceability
            of the Insurance Policies or the continuation of
            insurance coverage.

             Modification to Article XIV of the Plan

Article XIV of the Plan is modified by the addition of the
Section 14.11:

14.11 Dividend on Preferred Stock.  Following the entry of the
      Confirmation Order and prior to the Effective Date, the
      Debtors are authorized to pay an amount not to exceed
      $3,240,625 to the holders of Preferred Stock on account of
      a scheduled and declared quarterly dividend payment due on
      March 1, 2004, provided that the Debtors and the Creditors'
      Committee agree that: (i) the documentation evidencing the
      New Debt Securities is or will be reasonably acceptable to
      the parties; and (ii) the Debtors and Creditors' Committee
      agree that there is a reasonable likelihood that the
      Effective Date will occur on or before March 15, 2004.  The
      Debtors and the Creditors' Committee agree to an expedited
      hearing, upon motion filed by the Debtors, before the Court
      if a dispute arises with respect to whether these
      conditions have been satisfied.

                    Deletion of Plan Exhibits

Exhibits I and H to the Plan are deleted in their entirety.  The
terms of the Restated BMO Master Lease and Restated Citibank
Master Lease will conform substantially in form and substance to
the terms set forth in Sections 5.3(a)(ii) and 5.4(a)(ii) of the
Plan, as modified by the Confirmation Order.

Free copies of the Debtors' Plan and related exhibits are
available at:

     Amerco First Amended Plan

     Exhibit A and B to the First Amended Plan

     Exhibit C to the Amerco Final Plan

     Exhibit D to Amerco Final Plan

     Exhibits E-H to the Amerco Final Plan

     Exhibits I-P to the Amerco Final Plan

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities. (AMERCO Bankruptcy News, Issue No.
21; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICA WEST: Inks Tentative Agreement with Transport Workers
-------------------------------------------------------------
Feb. 20 /PRNewswire-FirstCall/

America West Airlines (NYSE: AWA) and the Transport Workers Union
(TWU) announced they have reached a tentative agreement for a new
four-year contract for the airline's dispatchers.  The tentative
agreement is subject to ratification by TWU membership, and that
process will begin around March 26, 2004.  The results of
the ratification process could come as early as April 2004.  
Additional terms of the agreement were not disclosed.

America West Chairman and Chief Executive Officer Doug Parker
said, "Our dispatch workgroup is an integral part of the America
West team, playing a critical role in ensuring our operation is
safe, reliable and on time.  We are extremely pleased to have
reached a tentative agreement with them, and applaud the efforts
of both negotiating teams.  I want to personally acknowledge the
leadership of America West Vice President, Human Resources Shirley
Kaufman and TWU Local 542 President John Plowman, who worked
together to reach this tentative agreement, as well as the
National Mediation Board, who provided additional assistance.  We
look forward to a successful ratification process that will
further build upon the positive momentum occurring at America
West."

"Our negotiating committee and union leadership are pleased that
we have reached a tentative agreement that represents the best
agreement given the current economic conditions at America West.  
Both the company and the union worked extremely hard in the
development of an agreement which reflects many of the needs of
our bargaining unit," John Plowman, president of TWU local 542
said.

America West Airlines is the nation's second largest low-fare
airline and the only carrier formed since deregulation to achieve
major airline status. America West's 13,000 employees serve nearly
55,000 customers a day in 93 destinations in the U.S., Canada,
Mexico and Costa Rica.

The Transport Workers Union represents more than 120,000 members
in various occupations including the dispatchers at America West
Airlines.  Visit the TWU Web site at http://www.twu.org/

                        *     *    *

As previously reported, Fitch Ratings initiated coverage of
America West Airlines, Inc., a subsidiary of America West Holdings
Corp., and assigned a rating of 'CCC' to the company's senior
unsecured debt. The Rating Outlook for America West is Stable.


ANC RENTAL: Court Permits Unsecured Panel to Pursue E&Y Action
--------------------------------------------------------------
To recall, on October 9, 2002, the Court authorized the ANC Rental
Corporation Debtors to employ Ernst & Young LLP to serve as
independent auditors, accountants and consultants, pursuant to
Section 327 of the Bankruptcy Code.

On October 30, 2003, the Debtors initiated Adversary Proceeding
No. 03-57360 against E&Y Capital Advisors LLC, seeking to recover
prepetition transfers pursuant to Sections 547, 548 and 550 of
the Bankruptcy Code.  Substantially all of the assets and
liabilities and obligations of E&Y Capital Advisors LLC were
assigned to and assumed by Ernst & Young Corporate Finance LLC.

Ernst & Young expressed concern that the commencement of the
Preference Action created a conflict of interest with respect to
the Debtors.  

The Debtors believe that Ernst & Young's continued services are
necessary to the orderly administration of the Debtors' Chapter
11 proceedings.

The Debtors determined that the Official Committee of Unsecured
Creditors should be the one to pursue the claims asserted in the
Preference Action against E&Y Capital Advisors LLC.

Accordingly, the Court approves a stipulation between the Debtors
and the Creditors Committee authorizing the Creditors Committee
to prosecute, on behalf of the Debtors' estates, any claims under
Sections 544, 547, 548 and 550 that were asserted in the
Preference Action pending confirmation of the Debtors' Plan of
Reorganization, presently scheduled for consideration on
April 6, 2004.

In the event that the claims are not resolved prior to the
Effective Date of the Plan, the Liquidating Trust to be
established pursuant to the Plan will be authorized to pursue the
claims.

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)


ASSOCIATED MATERIALS: S&P Rates Proposed $258-Mill. Notes at B-
---------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its ratings--including
its 'B+/Stable/--' corporate credit rating--on exterior building
products manufacturer Associated Materials Inc. (AMI). following
the company's announced recapitalization transaction. The outlook
is stable.

"At the same time, based on preliminary terms and conditions,
Standard & Poor's assigned its 'B-' subordinated debt rating to a
proposed offering of senior discount notes due in 2014 with
expected proceeds of $258 million," said Standard & Poor's credit
analyst Dominick D'Ascoli. The notes, to be issued under Rule 144A
with registration rights, will be issued by a new ultimate parent
holding company, AMH Holdings Inc. Proceeds are expected to be
used to redeem all preferred stock at intermediate holding
company, AMI Holdings Inc., of about $175 million, pay a dividend
to shareholders of about $60 million, and pay a $15 million bonus
to management.

The ratings on Cuyahoga Falls, Ohio-based AMI reflect its position
as a medium-sized manufacturer of exterior residential building
products with exposure to volatile raw material costs, cyclical
end markets, higher overhead costs than many competitors, and a
very aggressive financial profile.

AMI manufactures vinyl, aluminum, and steel siding as well as
vinyl windows, fencing, decking, and railing. AMI markets its
products through a captive network of 124 supply centers as well
as 250 independent distributors. The company's recent acquisition
of Gentek Holding Inc. gives it a good presence in Canadian
markets, extends its independent distribution network, and adds
additional brands. AMI has a sound market position among the top
North American vinyl siding manufacturers, but its position in
windows is substantially smaller as this market remains highly
fragmented. While the company's fencing, decking, and railing
products provide a potential avenue for growth, sales and earnings
derived from these products are slight relative to siding and
windows.


ATLANTIC COAST: Caps Price on $125-Mil. Convertible Senior Notes
----------------------------------------------------------------
Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI), parent of
Atlantic Coast Airlines (ACA), announced the pricing of its
offering of $125 million of 6% Convertible Notes due 2034 to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933.  The sale of the notes is expected to
close on February 25, 2004.  

These notes are convertible into Atlantic Coast Airlines Holdings,
Inc., common stock at a conversion rate of 90.2690 shares per
$1,000 principal amount of notes (equal to an initial conversion
price of approximately $11.08 per share), subject to adjustment in
certain circumstances.  Holders of the notes may convert their
notes only if: (i) the price of the Atlantic Coast Airlines
Holdings, Inc.'s common stock reaches a specified threshold; (ii)
the trading price for the notes falls below certain thresholds;
(iii) the notes have been called for redemption; or (iv) specified
corporate transactions occur.

Atlantic Coast Airlines Holdings, Inc., may redeem all or some of
the notes for cash at any time on or after February 20, 2007, at
specified redemption prices plus accrued and unpaid interest, if
any, to the redemption date.  Holders may require Atlantic Coast
Airlines Holdings, Inc., to repurchase the notes on February 15 of
2009, 2014, 2019, 2024 and 2029 at a repurchase price equal to the
principal amount plus accrued and unpaid interest, if any, to the
repurchase date.  The Company has granted the initial purchaser of
the notes a 30-day option to purchase up to an additional $25
million principal amount of the notes.  The company intends to use
the net proceeds of this offering for working capital and general
corporate purposes, including, without limitation, for purchasing
aircraft, financing the acquisition of aircraft, paying security
deposits and pre-payment obligations on aircraft.
    
ACA (S&P, B- Corporate Credit Rating, Developing) currently
operates as Delta Connection and United Express in the Eastern and
Midwestern United States as well as Canada.  On July 28, 2003, ACA
announced plans to establish a new, independent low-fare airline
to be based at Washington Dulles International Airport -- to be
called Independence Air. The company has a fleet of 144 aircraft -
- including a total of 120 regional jets -- and offers 800 daily
departures, serving 80 destinations.  ACA employs approximately
4,100 aviation professionals.


AUBURN FOUNDRY: Obtains Interim Approval to Use Cash Collateral
---------------------------------------------------------------
Auburn Foundry, Inc., sought and obtained interim approval from
the U.S. Bankruptcy Court for the Northern District of Indiana,
Fort Wayne Division, to use its lenders' cash collateral to
finance the ongoing operation of the Company's business under
chapter 11 protection.

The Court has determined that the Debtor will be unable to operate
or reorganize without use of the Cash Collateral.  The Debtor's
cash use analysis for the first 3 weeks of bankruptcy shows:

                         Week 1     Week 2    Week 3
                         ------     ------    ------
  Total Payments          1,707     1,327     1,583
  Net Cash                 (407)      (24)      (63)
  Cummulative Cash         (407)     (383)     (466)

The interests of Bank of America, National Association and GMAC
Commercial Finance, LLC, as the Senior Lenders, will be protected
by:

     a. a security interest in and to all prepetition Cash
        Collateral provided under the credit agreement and
        related loan documents to the same extent and with the
        same priority and effect as the Senior Lenders'
        prepetition interests;

     b. a replacement lien in and to all of the Debtors'
        postpetition assets, to the same extent and with the
        same priority and effect as the Senior Lenders'
        prepetition interests;

     c. the continued obligation of the Debtor to maintain
        insurance coverage on the tangible assets of the Debtor.

A final Cash Collateral hearing will be held on February 27, 2004,
at 9:00 a.m., in Room 2127, Federal Building, 1300 S. Harrison
St., Fort Wayne, Indiana.

Headquartered in Auburn, Indiana, Auburn Foundry, Inc. --
http://www.auburnfoundry.com/-- produces iron castings for the  
automotive industry and automotive aftermarket industry.  The
Company filed for chapter 11 protection on February 8, 2004
(Bankr. N.D. Ind. Case No. 04-10427).  John R. Burns (DM), Esq.,
and Mark A. Werling (TW), Esq., at Baker & Daniels represent the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


AURORA FOODS: Gets Go-Signal to Hire Ordinary Course Professionals
------------------------------------------------------------------
The Aurora Foods Debtors customarily retain the services of
various ordinary course professionals -- attorneys, accountants,
and other professionals -- to represent them in matters arising in
the ordinary course of their businesses, unrelated to their  
Chapter 11 cases.  The Ordinary Course Professionals include:

Name & Address                  Description of        Estimated
Of Professional                 Services              Monthly Fee
------------                    -------------         -----------
Armstrong Teasdale LLP          IP and Corporate      $75,000
One Metropolitan Square         Attorneys
Suite 2600
St. Louis, MO 63102-2740

Blackwell, Sanders, Peper,      Advertising &         $10,000
Martin LLP                      FDA Matters  
720 Olive Street
Suite 2400
St. Louis, MO 63101-2313

Ropes & Gray                    Litigation            $30,000
One International Place
Boston, MA 02110-2624

The Debtors will continue to require the services of these
professionals while operating as debtors-in-possession to render
services to their estates, similar to those rendered prior to the
Petition Date.  The work of the Ordinary Course Professionals is
directly related to the preservation of the value of the Debtors'
estates, even though the amount of fees and expenses they incur
represents only a small fraction of that value.  Although the
automatic stay and other issues in these cases may decrease the
Debtors' need for certain Ordinary Course Professionals' services,
the Debtors cannot now quantify or qualify their needs.

Accordingly, the Debtors sought and obtained the Court's
permission to:

   (a) retain the Ordinary Course Professionals, without the
       necessity of a separate, formal retention application
       approved by Bankruptcy Court for each Ordinary Course  
       Professional; and

   (b) pay the Ordinary Course Professionals for postpetition
       services rendered and expenses incurred, subject to
       certain limits, without the necessity of additional Court
       approval.

                    Retention Procedure

The Retention Procedure includes:

   (a) submission of Rule 2014 Declarations; and
   (b) employment of additional Ordinary Course Professionals.

Every professional will be required to file with the Court a
declaration of proposed professional and disclosure statement to
be served on:

   (1) the United States Trustee;

   (2) counsel to any official committee appointed;

   (3) counsel to the Debtors' prepetition lenders and, if any,
       postpetition lenders; and

   (4) the Debtors' counsel.

             Additional Ordinary Course Professionals

As future circumstances may require, additional professionals may
be employed, without the need for:

   -- filing individual retention applications; and

   -- any further hearing or notice to any party, by filing with
      the Court, a supplement to the List of Ordinary Course
      Professionals and serving a copy of the Supplement on the
      United States Trustee, the Committee, and the Lenders.

Every additional professional should file and serve on the Notice
Parties a Declaration within 30 days after the filing of the
Supplement.  The United States Trustee, the Committee, and the
Lenders then would be given 20 days after service of the required
Declaration to object to the retention of the Additional Ordinary
Course Professional.

                      Payment Procedure

A. Monthly Payment Caps

The Debtors will pay, without formal application to the Court by
any Ordinary Course Professional, fees and expenses, not exceeding
$30,000 per month per professional, subject to certain exceptions
for certain Ordinary Course Professionals.  However, aggregate
monthly payments will be limited to $300,000, unless the Court
authorizes additional payments.  Payments that exceed $30,000 per
month, or $300,000 in the aggregate would become subject to Court
approval, based upon an application of allowance or fees.

Contingent fee amounts received from recoveries that are realized
on the Debtors' behalf would be excepted from the monthly and
case limitations.  In other words, the limitations would apply
only to direct disbursements by the Debtors.

Notwithstanding these provisions, as to certain Ordinary Course
Professionals, the Debtors believed it appropriate to allow a
monthly cap in excess of the standard $30,000 for Armstrong
Teasdale LLP, who serves as local counsel to the Debtors and
advises on an array of matters including, intellectual property
issues affecting the Debtors.  Armstrong Teasdale's monthly fees
have historically averaged in the $75,000 range per month.  

B. Periodic Statements of Payments Made

Subject to confirmation of the Plan, the Debtors will file a
payment summary statement with the Court every 120 days, or other
period as the Court directs, and to serve the statement on the
United States Trustee, the Committee and the Lenders.  

The Debtors intend to file individual retention applications for
any additional professionals they may seek to employ in
connection with the conduct of the Chapter 11 cases.  

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.  Judge Walrath confirmed the
Debtors' pre-packaged plan on Feb. 17, 2004.  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)   


BEAR STEARNS: S&P Assigns Preliminary Ratings to 2004-PWR3 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Trust 2004-
PWR3's $1.1 billion commercial mortgage pass-through certificates
series 2004-PWR3.

The preliminary ratings are based on information as of
Feb. 20, 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 being offered publicly. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.77x, a beginning loan-to-value of
83.4%, and an ending LTV of 69.5%.

                PRELIMINARY RATINGS ASSIGNED
    Bear Stearns Commercial Mortgage Securities Trust 2004-PWR3
    Commercial mortgage pass-thru certs series 2004-PWR3
        Class             Rating                Amount ($)
        A-1               AAA                  186,500,000
        A-2               AAA                  200,000,000
        A-3               AAA                  108,000,000
        A-4               AAA                  469,869,000
        B                 AA                    26,326,000
        C                 AA-                   12,471,000
        D                 A                     16,627,000
        E                 A-                     9,699,000
        F                 BBB+                  15,241,000
        G                 BBB                   11,085,000
        H                 BBB-                  13,856,000
        J                 BB+                    2,771,000
        K                 BB                     5,542,000
        L                 BB-                    6,928,000
        M                 B+                     5,543,000
        N                 B                      2,771,000
        P                 B-                     2,771,000
        Q                 N.R.                  12,470,769
        X-1*              AAA                1,108,470,769
        X-2*              AAA                1,072,357,000
   
        * Interest-only class.
        N.R. -- Not rated.


BEAR STEARNS: Fitch Junks Rating on Series 2001-A Class B Notes
---------------------------------------------------------------
Fitch Ratings has taken action on the following Bear Stearns
Global Issuance transaction:

        Series 2001-A:

        -- Class B is downgraded to 'CCC' from 'BB'.

The transaction is a resecuritization of the class B certificate
from Bear Stearns Asset Home Loan Owner Trust, series 2001-A (the
underlying trust). The underlying trust is collateralized by high
loan-to-value subordinate lien loans originated by Conseco Finance
Corporation. The loans in the underlying trust are serviced by
Conseco Finance Corporation. EMC Mortgage Corporation, rated
'RPS1' by Fitch Ratings, is the backup servicer.

The downgrade of the class B reflects the depletion of
overcollateralization and a reduction in the amount of excess
spread of the mortgage pool of the underlying trust due to poor
loan performance.


BEATON HOLDING: UST Fixes Section 341(a) Meeting for March 11
-------------------------------------------------------------
The United States Trustee will convene a meeting of Beaton Holding
Company LC's creditors at 11:00 a.m., on March 11, 2004, in The
Higley/Law Bldg Complex, 118 3rd Ave S.E., Cedar Rapids, Iowa
52401. 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 Cedar Rapids, Iowa, Beaton Holding Company, L.C.,
a restaurant owner, filed for chapter 11 protection on
February 10, 2004 (Bankr. N.D. Iowa Case No. 04-00387).  Thomas
Flynn, Esq., at Belin Lamson McCormick Zumbach Flynn represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


BUILDING MATERIALS: S&P Ups Corporate Credit Rating to BB-
----------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit
rating on Wayne, New Jersey-based Building Materials Corp. of
America to 'BB-' from 'B+', and its senior secured rating to 'B+'
from 'B'. The outlook is stable.

The upgrades reflect greater-than-anticipated debt reduction,
which has led to sustainable strengthening of BMCA's credit
profile. In addition, Standard & Poor's believes that certain
legal risks associated with the bankruptcy proceedings of BMCA's
parent, G-I Holdings Corp. and the related asbestos litigation
pending against BMCA have diminished.

"Prospects that debt will continue to be reduced should help
sustain cash flow protection measures at current, improved
levels," said Standard & Poor's credit analyst Wesley E. Chinn.
"Moreover, the company appears to have adequate legal defenses
against asbestos-related liabilities," he continued.

Ratings also incorporate the narrow focus of BMCA's product line,
vulnerability to petroleum-based raw-material costs, a competitive
industry, and weak--albeit improving--cash flow protection
measures. This is tempered by its position as a significant U.S.
producer of residential asphalt roofing materials, meaningful free
operating cash generation, and satisfactory liquidity. The
competitive position of BMCA, the only operating subsidiary of G-I
Holdings, should be sustained by strong brands, a focus on
customer service and product mix improvement (it believes it is
already the leading producer of laminated shingles), and an
effective national distribution capability. A high level of
aftermarket sales provides a meaningful degree of stability to
earnings. More than 80% of industry revenues are derived from re-
roofing activity. On the other hand, over 20% of sales are derived
from commercial roofing materials, which are contributing only
marginally to earnings at this trough of the commercial market
cycle.


BURLINGTON: BII Trust Wants to Stretch Claim Objection Bar Dates  
----------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, relates that the BII Trust wants to ensure
that all Administrative Claims and objections to it are
identified and that the Burlington Estate's interests are
protected.

Mr. DeFranceschi reports that for the past two months, the
Distribution Trust Representative has worked diligently to review
the Claims asserted against the Estates and performed significant
due diligence with respect to each Claim.  In fact, the BII Trust
objected to 138 Claims on January 11, 2004.  However, the BII
Trust also has been working to fulfill its other duties under the
Plan, including the sale of real property transferred to the
Trust, the resolution of open issues relating the WLR Purchase
Agreement, and the review and payment of valid administrative and
professional fee Claims.

"Unlike a traditional debtor-in-possession or reorganized debtor,
the Trust does not have first-hand knowledge of the Claims
asserted against the Estates or a complete understanding of the
various relationships and history associated with each of the
Claims," Mr. DeFranceschi points out.  As a result, the BII Trust
needs additional time to review and file objections to Claims in
these cases.

By this motion, the BII Distribution Trust asks the Court to
extend the General Claims Objection Bar Date and the
Administrative Claims Objection Bar Date to October 31, 2004.

"Reviewing the Claims and determining which Claims are legitimate
and the allowed amounts of such Claims, and which Claims are
objectionable and the bases for the objections, is a labor-
intensive and time-consuming processes," Mr. DeFranceschi
remarks.  A thorough and accurate review of the Claims is
critically important to the fair, efficient and timely settlement
of the Estates.  Thus, the BII Trust wants sufficient time to
conduct a complete review of all the Claims.  Mr. DeFranceschi
assures the Court that the BII Trust will endeavor to complete
the claims administration process in these cases as efficiently
and expeditiously as possible.

The Court will convene a hearing on March 22, 2004 to consider  
the BII Trust's request.  By application of Del.Bankr.LR 9006-2,
the Claims Objection Deadlines are automatically extended through
the conclusion of that hearing. (Burlington Bankruptcy News, Issue
No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CALPINE: Closes Non-Recourse Financing for Rocky Mountain Center
----------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) completed a $250 million, non-
recourse project financing for its 600-megawatt Rocky Mountain
Energy Center. The natural gas-fueled electric generating facility
is currently under construction in Weld County, Colorado. Upon
completion of construction in June 2004, Calpine will sell the
entire electrical output of the facility to Public Service Company
of Colorado under the terms of a ten-year tolling agreement.

A group of banks, including Credit Lyonnais, Co-Bank, DZ Bank, HVB
Group, HSH Nordbank, and GMAC, will finance construction of the
plant at a rate of LIBOR plus 250 basis points. Upon commercial
operation of the Rocky Mountain Energy Center, the banks will
provide a three-year term-loan facility priced in relation to
PSCo's unsecured credit rating, which is currently LIBOR plus 325
basis points.

"This transaction clearly demonstrates Calpine's continued ability
to successfully finance its power plants in the project finance
market," stated Brian Harenza, Calpine vice president, finance.

Calpine began construction of the facility in September 2002.  
Fueled by clean natural gas, the facility is designed to operate
in a combined-cycle configuration, using two natural gasfired
combustion turbines and a steam turbine for maximum fuel
efficiency. Calpine developed and is building the Rocky Mountain
Energy Center using its Calpine-Construct approach. This is a
unique construction management program whereby Calpine oversees
every phase of a project's development -- including the design,
engineering, procurement and construction of the plant -- to
ensure quality and cost control, while providing maximum design
flexibility.

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


CALPINE GENERATING: S&P Assigns Neg. Outlook to B Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Calpine Generating Co. LLC. The outlook is
negative.

Standard & Poor's also assigned its 'B+' rating and its recovery
rating of '1' to CALGEN's $1.3 billion first priority senior
secured term loan. The 'B+' rating is one notch higher than the
corporate credit rating and the '1' recovery rating indicates a
high expectation of full recovery of principal in the event of a
default.

Standard & Poor's also assigned its 'B-' rating and its recovery
rating of '3' to CALGEN's $1.05 billion second priority senior
secured notes. The 'B-' rating is one notch lower than the
corporate credit rating to reflect structural subordination to the
first priority term loan. Also, the '3' recovery rating indicates
an expectation of meaningful recovery of principal in the event of
a default.

CALGEN owns 14 geographically diverse merchant natural gas
generating assets located in six different energy regions. Upon
completion of construction, the units will have a total nominal
capacity of 9,820 MW, of which 8,837 MW is base load and 983 MW is
peaking. CALGEN is the 100 percent owner of all of the plant
assets. Eleven of the 14 projects are completed, with the
exception of Goldendale, Pastoria, and Columbia.

Rating risks include revenues coming predominantly from volatile
merchant sales after 2009; a potentially high level of execution
risk associated with refinancing the term loan in 2010 and the
floating rate notes in 2011; as the term loan and $500 million of
the notes are financed at floating interest rates, lenders are
exposed to higher interest rate risk, which could reduce coverages
or potentially cause a default; Calpine Corp. itself introduces
credit risk because CALGEN is not structurally separate from
Calpine Corp. and, hence, could be consolidated into a Calpine
Corp. bankruptcy; and there is no debt service reserve fund or
cash traps to preserve CALGEN liquidity and cushion revenue
volatility.

Mitigating rating factors include the contracts with Calpine
Energy Services and other third parties should cover interest
expense and fixed costs if spark spreads decline significantly
through 2008; a $750 million working capital facility should
provide liquidity to cover interest expense and fixed costs,
particularly after two of the contracts with Calpine Energy
Services expire in 2008 and 2009; and the portfolio of assets
represents 37% of Calpine Corp.'s total portfolio.

The negative outlook reflects the direct linkage between the
subsidiary CALGEN and Calpine Corp.'s rating, whose outlook is
also negative. A rating downgrade for Calpine Corp. would likely
result in a downgrade for CALGEN and its debt by an equal number
of notches. The negative outlook for Calpine Corp. reflects
Calpine's weak cash flows, considerable liquidity needs through
2004, and the execution risk associated with raising needed cash
through a combination of asset sales and debt financings.


CASELLA WASTE: Working to Reach Agreement on Templeton Landfill
---------------------------------------------------------------
Casella Waste Systems, Inc. (Nasdaq: CWST), a regional, non-
hazardous solid waste services company, said that, in light of
approval at a special town meeting of a petitioned article banning
out-of-town waste at the Templeton, Massachusetts landfill, it
will seek to work with officials from the Town of Templeton to
reach an agreement surrounding the remediation of the town's old
unlined landfill and the construction of an adjacent facility.

The company also said that it expects its Templeton landfill
permitting and construction process to be delayed as a result.
    
In another landfill-related vote, voters abolished the town's
landfill enterprise fund; fees paid to the town from the landfill
will now go directly into the town's general fund. Both articles
were opposed by the town's Board of Health, which oversees the
landfill on behalf of the town.

Casella Waste Systems has a contract with the town, entered into
in June 2003, to excavate Templeton's old unlined landfill and
construct a new adjacent double-lined facility.

"The process of assuring a community about the environmental and
fiscal benefits of a facility is occasionally a long one," John W.
Casella, chairman and chief executive officer of Casella Waste
Systems, said. "We will continue to work through the process and
with town officials to fully explain to citizens the long-term
benefits of the project and resolve any doubts."

Casella Waste Systems (S&P, BB- Corporate Credit Rating, Stable),
headquartered in Rutland, Vermont, provides collection, transfer,
disposal and recycling services primarily in the northeastern
United States.

For further information, visit the company's Web site at:

                http://www.casella.com/


CHASE COMM'L: Fitch Puts Low-B Level Note Ratings on Watch Neg.
---------------------------------------------------------------
Fitch Ratings places the following Chase Commercial Mortgage
Securities Corp.'s commercial mortgage pass through certificates,
series 1999-2, on Rating Watch Negative:

        -- $8.8 million class J, 'B+';
        -- $6.9 million class K, 'B';
        -- $5.9 million class L, 'B-'

The classes are placed on Rating Watch Negative due to interest
shortfalls that are expected to start incurring as of the February
2004 distribution date. They will be caused by outstanding
servicer advances in the amount of $989,710, paid by GEMSA Loan
Services, LP, the master servicer since July 2003. The third
largest loan in the transaction, The Tuscan Inn - Fisherman's
Wharf (4.8%) went into payment default in July 2003. The loan was
modified whereby the loan will be interest only with reduced
payments until June 2005. The monthly payment shortfall will be
added to the outstanding principal amount of the loan.

The interest shortfalls are expected to occur for 12 months. Fitch
will continue to monitor the shortfalls, the performance of the
Tuscan Inn and the remaining pool, and will revisit the ratings as
necessary.


COVANTA ENERGY: Court Clears ACE Renewal Insurance Program
----------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, the Covanta Energy
Debtors sought and obtained the Court's authority to enter into a
Renewal Primary Casualty Insurance Program with ACE American
Insurance Company, dated October 17, 2003, and to provide related
collateral.

Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that on April 2, 2002, the Court authorized the
Debtors to make certain payments necessary to maintain certain
insurance coverage, bonds and related administration procedures.  
On December 3, 2002, the Court authorized the Debtors to enter
into a renewal insurance program with certain affiliates of
American International Group for the October 20, 2002 to
October 20, 2003 period.  

Ms. Buell explains that the Old Insurance Program was an
occurrence policy, covering all losses that occur within the
policy period, regardless of when the claims in respect of the
losses are made.  However, no coverage would be provided under
the Old Insurance Program for losses that occurred after the
policy period.  

After investigating and negotiating the most cost effective
structure for insurance with ACE and several other potential
insurance providers, Covanta agreed to the terms of the Renewal
Insurance Program in order to provide coverage similar to that
provided by the Old Insurance Program for losses incurred during
a further 12-month period.  The investigation and negotiations
resulted in a slightly modified arrangement, including the
replacement of AIG by ACE.  

The salient terms of the Renewal Insurance Program are:

A. The Renewal Insurance Program will be effective from
   October 20, 2003 to October 20, 2004;

B. The Renewal Insurance Program covers "primary casualty"
   liabilities related to the Debtors' energy businesses.  The
   primary casualty liabilities comprise workers compensation,
   general liability and automobile liability;

C. The total premium, additional surcharges and initial amount
   deposited to the Paid Loss Deposit Fund due and payable under
   the Renewal Insurance Program is $2,890,883;

D. Covanta is required to provide collateral in the form of cash
   or a letter of credit using ACE's approved format and approved  
   banks.  The collateral secures Covanta's obligations under the
   Renewal Insurance Program.  

   As of October 2003, Covanta has complied with the current
   collateral requirements required in the Renewal Insurance
   Program with respect to the substance and timing of the
   collateral payments by making a $900,000 cash payment to ACE
   and obtaining a letter of credit for $3,000,000.  

   Notwithstanding any contrary provision of the Bankruptcy Code,
   the Plans, the DIP Agreement, the Final Order approving the
   DIP Agreement, or any other order entered or to be entered in
   any of the Debtors' cases:

      (1) ACE will have at all times a valid and perfected first-
          priority lien upon and security interest in the cash
          component of the ACE Collateral until Covanta's
          obligations to ACE are satisfied in full; and

      (2) ACE may take any action as may be necessary from time
          to time under applicable law to perfect the lien and
          security interest in the cash component of the ACE
          Collateral; and

E. Deductibles of up to $500,000 per accident or occurrence apply
   to each claim under the workers compensation policy and
   deductibles of $250,000 per accident or occurrence apply to
   each claim under the general liability and automobile
   policies;

Ms. Buell asserts that the ACE Renewal Insurance Program is
warranted because:

   (a) The Debtors are required to maintain insurance covering
       casualty liabilities, including workers compensation
       liabilities by various federal, state and local statutes,
       rules and regulations, as well as by the DIP Agreement and
       various project documents.  Failure to maintain the
       insurance would cause the Debtors to violate the
       regulatory requirements and contractual provisions,
       thereby jeopardizing their business operations and the
       value of their estates;

   (b) Casualty liability insurance structures like those
       contained in the Renewal Insurance Program have become
       standard practice among large companies like the Debtors;

   (c) The Debtors have a long standing business relationship
       with ACE in the area of excess insurance which has
       resulted in ACE consistently providing the Debtors with
       the lowest cost insurance programs suitable for the
       Debtors' needs; and

   (d) The terms of the Renewal Insurance Program are
       substantially similar to the previous insurance program
       that was approved by the Court.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
48; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CP SHIPS: $175-Million Sr. Sub. Debt Issue Gets S&P's BB+ Rating
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB+' rating to
container shipping company CP Ships Ltd.'s US$175 million
convertible senior subordinated note issue. At the same time, the
'BBB-' long-term corporate credit and 'BB+' senior unsecured debt
ratings on the London, U.K.-based company were affirmed. Proceeds
from the notes will be used to reduce drawings under the company's
credit lines. The outlook is stable.

"The ratings on CP Ships reflect the company's good positions in
regional markets, particularly the key Transatlantic market; a
strong focus on cost containment; a disciplined approach to
acquisitions; and a good record of cash flow generation," said
Standard & Poor's credit analyst Kenton Freitag.

Rebounding trade led to growth in volumes and freight rates and
operating profits in 2003. The benefit to profit margins were
partially muted, however, by adverse exchange rate movements,
increases in fuel costs and increases in charter rates. CP Ships'
new build program, undertaken in the past three years, has
increased the company's percentage of ships owned and under long-
term charter to about 68% and positioned the company as less
vulnerable to fluctuations in charter rates. Nevertheless,
remaining charter renewals might continue to act as a brake on
profit improvement in 2004.

Consistent with Standard & Poor's expectations, CP Ships'
performance in 2003 reflected recovery from trough conditions of
2002. Using Standard & Poor's lease-adjusted methodology, funds
from operations to total debt for fiscal 2003 was 30%, while debt
to capital was 46% and return on capital was 8%. Leverage measures
might understate CP Ships' obligations because the company still
carries a significant amount of short-term leases.

The stable outlook reflects the expectation that improved industry
conditions and the company's continuing focus on cost controls
should allow for maintenance or modest improvement of credit
measures over the next year.


CWMBS INC: Fitch Takes Various Rating Actions on 7 Securitizations
------------------------------------------------------------------
Fitch Ratings has taken rating actions on the following CWMBS
(Countrywide Home Loans), Inc. residential mortgage-backed
certificates:

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 2001-11

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

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 2001-12

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

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 2001-16

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

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 2001-19

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

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 2001-20

        --Class A affirmed at 'AAA';
        --Class M 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 'B'.

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 2001-24

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

CWMBS (Countrywide Home Loans, Inc.) Mortgage Pass-Through
Certificates, Series 2001-28

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

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support. The affirmations on
the above classes reflect credit enhancement consistent with
future loss expectations.


DANA CORP: Fitch Initiates Coverage & Rates Sr. Unsec. Debt at BB
-----------------------------------------------------------------
Fitch Ratings has initiated coverage on Dana Corporation and
assigned a rating of 'BB' to Dana's senior unsecured debt. The
Rating Outlook is Positive. The rating reflects an improved
operating profile and a strengthening balance sheet characterized
by significant debt reduction and healthy cash balances. Over the
past several years, Dana has sharpened its strategic focus which
has resulted in significant restructuring and divestiture
programs. Restructuring actions have led to enhanced margins while
divestitures have strengthened the balance sheet. Balancing out
some of these positives are risks associated with unrelenting
price pressures from light vehicle manufacturers for pricing
concessions and continuing cost pressures which could jeopardize
full realization of operating momentum going forward. Furthermore,
Dana's current capital structure still has significant financial
leverage and an under funded pension position will continue to
require cash contributions.

The Positive Outlook reflects the potential for further balance
sheet improvement from the announced divestiture of the automotive
aftermarket operations as well as continued expansion of free cash
flow resulting from margin enhancement. Based on 2003 sales of
$2.0 billion, approximate EBITDA of $130 million - $150 million,
book value of $947 million, Fitch expects that the sale of the
aftermarket business could generate between $750 million to $1.0
billion in pretax proceeds. This amount is significant in relation
to Dana's 12/31/03 gross debt balance of $2.3 billion (excluding
Dana Credit Corporation [DCC]) and net debt of $1.6 billion. The
Outlook also captures the potential of continued margin expansion
through good operating leverage in the face of a recovering
commercial vehicle market in North America.

The restructuring plan initiated in 2001 to rationalize productive
capacity, restructure the cost base and refocus on core businesses
is substantially completed now. Original targets for facility
closures and workforce reductions have been fulfilled with the
attendant cost reduction and favorable operating leverage starting
to filter through in the improved financial results. The full run
rate of the improved cost structure ($150 million - $170 million
of annualized cost savings) is expected to benefit results going
forward.

In the summer of 2003, Dana entered into a partnership agreement
with the UAW which clarified the organizing efforts that the Union
would undertake. While the UAW is committed to working with the
Company on new business opportunities and productivity measures,
additional plants will likely be organized as a result of the
agreement which could impact wage costs and production flexibility
going forward.

The divestiture program includes the continued sale of assets and
wind down of DCC ($1.4 billion in portfolio asset at year-end 2003
versus $2.0 billion at 2000 year-end.) DCC's asset quality,
reserve levels and capitalization are at healthy levels and DCC is
expected to provide a steady dividend stream during its remaining
life (estimated at approximately 4 years). Overall, divestiture
proceeds have helped to reduce Dana's gross debt levels which
peaked at $2.9 billion (with DCC on an equity basis) at year-end
2000 to $2.3 billion at year-end 2003. Over this same time frame,
Dana realized $0.8 billion of proceeds in net divestiture and
acquisition activities.

Dana's reported full year 2003 sales of $7.9 billion (excluding
$2.0 billion of sales from discontinued operations related to the
aftermarket divestiture and with DCC on an equity basis) was
relatively flat compared to 2002 comparable sales of $7.5 billion,
adjusting for $0.35 billion of foreign currency translation gains.
New program additions overcame slightly weaker industry volumes in
light vehicles and relatively flat volumes in the commercial
vehicles market. Operating earnings, however, saw significant
improvement to $269 million or 3.4% operating margin in 2003
versus $224 million or 3.0% operating margin in 2002. Including
$158 million of restructuring charges for 2002 versus a virtual
absence of such charges in 2003 makes the comparison even more
stark. 2003 marked the first year in recent history that Dana did
not have to record charges for restructuring and/or integration.

The improving operating results coupled with debt reduction have
led to improved credit protection measures. EBITDA coverage
(inclusive of restructuring charges) improved to 4.4 times (x) at
year-end 2003 from 3.2x at year-end 2002 while total debt-to-
EBITDA declined to 3.3x from 4.5x. Fitch expects that Dana will
continue to see restoration in profitability on the strength of
the cost cut realization as well as some volume upturn in the
North American commercial vehicle market. As such, Fitch
anticipates that Dana will generate positive cash flow from
operations and continue improving credit protection measures.

Liquidity was quite ample at December 31, 2003 with cash balances
of $664 million and full access to a $400 million revolver
(November 2005 maturity) and an undrawn $400 million A/R facility.
The $400 million revolver has a springing collateral requirement
which kicks in for drawn amounts greater than $50 million or for
amount drawn for more than 5 days. Fitch notes that these measures
afford this facility better credit protection as funded debt over
the senior unsecured creditors.

Although Dana's consolidated pension underfundedness was
significant (2002 year-end PBO of $2.8 billion with approximately
$0.7 billion of gap), required contribution levels are manageable
and the potential excess liquidity generated from the pending
divestiture can help to tighten the gap with voluntary
contributions.


DELACO COMPANY: Wants BSI Appointed as Claims and Notice Agent
--------------------------------------------------------------
The Delaco Company seeks permission from the U.S. Bankruptcy Court
for the Southern District of New York to appoint Bankruptcy
Services LLC as its claims, noticing and balloting agent.

The Debtor has hundreds of creditors, potential creditors and
parties in interest to whom certain notices, including notice of
this chapter 11 case, will be sent. The size of the Debtor's
creditor body makes it impracticable for the Debtor to, without
assistance, undertake the task of sending notices to creditors and
other parties in interest.

Consequently, BSI will:

     1) prepare and serve required notices in this chapter 11
        case, including:

        a) a notice of commencement of this chapter 11 case and
           the initial meeting of creditors under Bankruptcy
           Code Section 341(a);

        b) a notice of the claims bar date;

        c) notices of objections to claims;

        d) notices of any hearings on a disclosure statement and
           confirmation of a plan of reorganization; and

        e) such other miscellaneous notices as the Debtor or the
           Court may deem necessary or appropriate for an
           orderly administration of this chapter 11 case;

     2) within five business days after the service of a
        particular notice, file with the office of the Clerk of
        the Bankruptcy Court for the Southern District of New
        York an affidavit of service that includes:

          i) a copy of the notice served,

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

        iii) the date and manner of service;

     3) maintain copies of all proofs of claim and proofs of
        interest filed in this case;

     4) maintain an official claims register in this case 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:

        a) 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;

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

        c) the claim number assigned to the proof of claim or
           proof of interest; and

        d) the asserted amount and classification of the claim;

     5) implement necessary security measures to ensure the
        completeness and integrity of the claims register;

     6) transmit to the Clerk's Office a copy of the claims
        register on a monthly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     7) maintain a current mailing list for all entities that
        have filed proofs of claim or proofs of interest and
        make such list available to the Clerk's Office or any
        party in interest upon request;

     8) provide access to the public for examination of copies
        of the proofs of claim or proofs of interest filed in
        this case without charge during regular business hours;

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

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

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

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

    13) provide balloting and solicitation services, including
        preparing ballots, producing personalized ballots and
        tabulating creditor ballots on a daily basis; and

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

BSI's professional fees are:

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


ENERGY VISIONS: Shoos Away Goldstein & Taps Dohan as New Auditor
----------------------------------------------------------------
The accounting firm of Goldstein Golub Kessler LLP, Certified
Public Accountants, was dismissed as auditors of Energy Visions
Inc.'s financial statements effective January 21, 2004.

The accountant's report of Goldstein Golub Kessler LLP as of, and
for, the years ended September 30, 2001, and September 30, 2002,
stated that the financial statements were prepared on the
assumption that the company will continue as a going concern.  

The decision to change accounting firms was recommended by the
Audit Committee of the Board of Directors of Energy Visions Inc.,
and approved by its Board of Directors on January 21, 2004.

Energy Visions Inc. has retained the services of Dohan and
Company, CPA's, P.A., to provide the requisite audit services for
Energy Visions. This firm commenced its engagement upon January
21, 2004.

Energy Visions Inc. is a developer of advanced battery and fuel
cell technologies, and through PEVI, is a manufacturer and seller
of both rechargeable and single-use batteries.  

The company's September 30, 2003, balance sheet reports a net
capital deficit of about $2.9 million while working capital
deficit tops $2.6 million.


ENRON: Inks Settlement Allowing ACE-INA's Premium Payment to Gulf
-----------------------------------------------------------------
On December 2, 2001, the Court authorized the Enron Corporation
Debtors, inter alia, to continue the Gulf Insurance Program
administered through the Debtors' captive insurance carrier, Gulf
Company Ltd.  Through Gulf, Enron obtained workers' compensation,
employers' liability, general liability and automobile liability
insurance coverage for certain of the Debtors' domestic and
international operations.  The Debtors continued to fund Gulf's
expense and loss payments

Beginning on September 10, 2000, ACE-INA Overseas Insurance
Company, Ltd. provided international casualty insurance and
reinsurance coverage to Enron for certain of its
affiliated international operations for $2,000,000 pursuant to
Casualty Reinsurance Agreement with Gulf relative to the retained
coverage.  With the Debtors' Chapter 11 filing, ACE ceased ceding
to Gulf premium amounts that included a portion of the 2000
policy period and the entirety of the 2001 policy period.   

By order of the Superior Court of Vermont, Healthcare
Administration of the State of Vermont was appointed on
May 31, 2002 to take control and possession of the assets of Gulf
and to administer the assets under the general supervision of the
Superior Court as of Vermont.  The Rehabilitator continued to
administer Gulf's business since that date.

ACE desires to satisfy its outstanding premium payment
obligations to Gulf pursuant to the Agreements, but also wants to
ensure that the payment will be made in compliance with any
applicable orders the Court enters and with the orders and
regulations governing the Rehabilitator, as well as with the
agreement of all parties that ACE's payment will constitute full
and final discharge of its presently outstanding premium ceding
obligations to Gulf with respect to the Agreements.

In a Court-approved Stipulation, the Commissioner of Banking,
Insurance and Securities, the Rehabilitator, and the Debtors
agree that:

    (a) ACE is authorized to pay Gulf and Gulf is entitled to  
        receive from ACE $509,154, plus accrued interest, in full
        satisfaction of all of ACE's presently outstanding  
        premium ceding obligations under the Agreements;

    (b) Neither the Debtors, nor any person or entity claiming  
        through the Debtors, the Rehabilitator, nor any other  
        person or entity of which any party is aware, other than
        Gulf, has any other right or claim to the Payment or any
        portion thereof;

    (c) The Debtors and the Rehabilitator acknowledge that, upon
        Gulf's receipt of the Payment from ACE, ACE will be fully
        and finally released and discharged from any liability or
        obligation whatsoever to any of them with respect to the
        Payment or any presently outstanding premium ceding  
        obligations under the Agreements; and

    (d) The Stipulation is not intended and will not be  
        construed to modify the parties' rights, obligations or
        remedies under the Agreements, all of which are expressly
        reserved. (Enron Bankruptcy News, Issue No. 98; Bankruptcy
        Creditors' Service, Inc., 215/945-7000)


ENRON: SDNY Court Temporarily Allows 12 Big Claims for Voting
-------------------------------------------------------------
Through Court-approved Stipulations, these claims are temporarily
allowed in the "Stipulated Amount" as provided for by Rule 3018
of the Federal Rules of Bankruptcy Procedure for the limited
purpose of voting on Enron Corporation and its debtor-affiliates'
Chapter 11 Plan:

Claimant                          Claim No.    Stipulated Amount
--------                          ---------    -----------------
Florida Gas Transmission Company     15032         $7,447,152
                                     15033             60,661
                                     14988            492,187
                                     22855          6,843,932
                                     23138          7,501,167
                                     15172              1,165

EnergyUSA-TPC Corp.                  20189         14,500,000

The Baupost Group                    10919         79,460,052
                                     12392         77,047,917
                                     12811        133,170,342

American Home Assurance Company      10790                  0

Silver Oak Capital LLC               11322         64,000,000

Northern Border Pipeline Co.          7261         21,000,000
                                      7260         21,000,000

The Stipulations are not intended nor will it be construed to be:

  (i) an allowance of the Claims for any purpose other than
      voting on the Plan;

(ii) a waiver by any of the Debtors or any other parties-in-
      interest of any right to object on any grounds to any
      Claims or proofs of claim filed or to be filed by the
      Claimants; or

(iii) an agreement or consent by the Claimants to reduce or
      limit the Claims. (Enron Bankruptcy News, Issue No. 98;
      Bankruptcy Creditors' Service, Inc., 215/945-7000)



EXHAUST TECHNOLOGIES: Recurring Losses Prompt Going Concern Doubts
------------------------------------------------------------------
From Exhaust Technologies Inc.'s inception in July 1998 through
its year ended January 31, 2002, it incurred operating losses, had
a working capital deficit, limited revenues, and an untested
market for its products.  These factors raised substantial doubt
as to the Company's  ability to continue as a going concern.

The Company is attempting to increase its customer base through
advertising and marketing and aggressively promoting all its
products. The Company anticipates that revenue from royalties and
product sales will be sufficient to maintain operations for the
next twelve months as well as into the future. The research and
development is expected to continue as the Company is continually
trying to adapt its muffler to products currently on the market.

At July 31, 2003, the Company had approximately $129,000 of cash.
For the six months ended July 31, 2003, the Company received
approximately $370,000 from collections of product sales and
approximately $250,000 in advance royalty payments.  The Company
expended approximately $551,000 for the six months ended July 31,
2003, to market the Company's products and operate the Company.  
Future funds required to carry out management's plans are expected
to be derived from royalty receipts, product sales and borrowings.
If none of the alternatives are successful, Exhaust Technologies
may have to cease operations.


FACTORY 2-U: Signs-Up Kekst & Company as Communications Consultant
------------------------------------------------------------------
Factory 2-U Stores, Inc., asks permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Kekst and Company
Incorporated as its public relations and corporate communications
consultant.

Kekst is a communications firm with an extensive experience in
crisis communications involving matters such as corporate
transactions, bankruptcies, restructurings and reorganizations,
and has an excellent reputation for the services it has rendered
in chapter 11 cases on behalf of debtors throughout the United
States.

The Debtor notes that Kekst will be able to assist the Company in
protecting, retaining and developing the goodwill and confidence
of its constituencies.  Toward that end, Kekst agreed to:

     i) communicate reliably, accurately and effectively;

    ii) speak with a unified, authoritative voice;

   iii) present a coherent, consistent message;

    iv) manage the Debtor's disclosure of information;

     v) correct, counteract and control damage in regard to the
        rumors and misinformation that inevitably will arise;

    vi) deter and dissuade irrational, uninformed, panicked or
        other behavior deleterious to the estates and the
        reorganization; and

   vii) otherwise protect the goodwill of the Debtor.

The Debtor believes that the services of Kekst as public relations
and corporate communications consultant are necessary to enable
the Debtor to maximize the value of its estate and to reorganize
successfully.

The normal hourly rates charged by Kekst personnel are:

          Professional           Billing Rate
          ------------           ------------
          Senior Partners        $600 to $695 per hour
          Partners               $450 to $600 per hour
          Senior Associates      $425 to $450 per hour
          Associates             $250 to $325 per hour

Michael Freitag, a shareholder of Kekst, will lead the team in
this engagement.

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


FEDDERS NORTH AMERICA: S&P Junks Rating on $160-Mil. Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Fedders North America Inc.'s proposed $160 million senior
subordinated notes due 2014, offered under Rule 144A with
registration rights. The notes will be guaranteed by Fedders
Corp., its parent, as well as by Fedders North America's domestic
subsidiaries, which manufacture central air conditioning and
thermoelectric products.

At the same time, Fedders Corp.'s 'B' corporate credit rating was
affirmed.

The new rating is based on preliminary documentation, and is
subject to review once final documentation is received. Net
proceeds of the proposed offering will fund the cash tender offer
for Fedders North America's outstanding 9-3/8% senior subordinated
notes due 2007. The 'CCC+' rating on Fedders' existing
subordinated notes due 2007 will be withdrawn upon completion of
the transaction.

The outlook is stable.

Total debt outstanding at Dec. 31, 2003, was about $192 million.

For analytical purposes, Standard & Poor's consolidates Fedders
North America with its sister companies and bases its ratings
conclusion on an operational and financial review of the parent
company, Fedders Corp.

"The ratings on Fedders continue to reflect the company's
relatively narrow product offering, the substantial seasonality of
its businesses, high customer concentration, and its weak
financial profile," said Standard & Poor's credit analyst Jean C.
Stout. "These factors are partially mitigated by the company's
strong market share in the highly competitive U.S.-based room air
conditioning industry."

Liberty Corner, New Jersey-based Fedders is a leading global
manufacturer of a wide variety of air-treatment products,
including air conditioners, air cleaners, humidifiers,
dehumidifiers, and thermal technology products. The company has
attained its leadership in this market through consolidation
and by supplying national mass merchandisers, an important channel
for the distribution of small appliances. However, the U.S.-based
room air conditioning industry is highly seasonal and
characterized by long-term modest volume growth and substantial
and unpredictable annual fluctuations in consumer demand due to
economic cycles and weather patterns.

Despite Fedders' ongoing efforts to expand market opportunities
via acquisitions and alliances (primarily in China and India) and
to lower its production costs, the company's sales and earnings
have remained volatile. In addition, Fedders faces pricing
pressures and intense competition within its core room air
conditioning business. Seasonality is a rating concern, as
historically about half of the company's sales and two-thirds
of its operating income have occurred in its fiscal third quarter.
Geographical diversification is also limited, as about 80% of the
company's sales are derived from the U.S. Therefore, the ratings
incorporate the expectation that credit protection measures will
fluctuate from year to year, even though on average they will
remain above the median for the rating. In addition, industry
dynamics are competitive, and the continued consolidation in the
retail industry has resulted in an increasingly consolidated
retail base leading to Fedders' significant customer concentration
and extremely limited pricing flexibility.


FEDERAL-MOGUL: Gets Clearance for Pneumo Abex & Mafco Settlement
----------------------------------------------------------------
At the Federal-Mogul Corp. Debtors' request, Judge Lyon approves a
settlement agreement resolving disputes between:

   (a) Debtor Federal-Mogul Products, Inc. and Federal Mogul
       Canada, Ltd., a non-Debtor affiliate incorporated under
       the laws of the province of Ontario, Canada; and

   (b) Pneumo Abex Corporation and Mafco Consolidated Group Inc.,
       formerly known as Abex Inc.

                       The 1994 Agreements

Pursuant to the Settlement Agreement, the parties agree to
compromise certain claims among themselves relating to an Asset
Purchase Agreement dated as of November 21, 1994 and an Insurance
Agreement dated December 30, 1994.  Wagner Electric Corporation,
FM Products' predecessor-in-interest, entered into the 1994
Agreements with Pneumo Abex.

Abex, as the then-parent company of Pneumo Abex, and Cooper
Industries, Inc., as the then-parent company of Wagner Electric,
guaranteed their subsidiaries' obligations under the 1994
Agreements pursuant to a Mutual Guaranty Agreement dated as of
December 30, 1994.

Under the 1994 Agreements, FM Products agreed to defend and
indemnify Pneumo Abex against certain asbestos-related claims to
the operations of Pneumo Abex's predecessor-in-interest, Abex
Corporation, subject to certain terms and conditions.  FM
Products maintains that it substantially performed its Indemnity
Obligation through September 30, 2001, but not since the Petition
Date.

                        Pneumo Abex Claims

Pneumo Abex filed Claim No. 6082 in the Debtors' Chapter 11
cases, asserting:

   (1) a $2,190,515 liquidated claim for certain costs or
       damages that it allegedly sustained in connection with FM
       Products' Indemnity Obligation and the Pneumo Abex
       Insurance;

   (2) an unliquidated, contingent claim for certain
       costs or damages that it may sustain as a result of FM
       Products' failure to perform the Indemnity Obligation --
       the Contingent Claim; and

   (3) an unliquidated, contingent claim for certain costs or
       damages that it may sustain in connection with operations
       conducted at 177 Pinebush Road, Cambridge in Ontario,
       Canada.

Pursuant to the 1994 Agreements, James E. O'Neill, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., in
Wilmington, Delaware, relates that Pneumo Abex agreed under
certain circumstances to make available to FM Products the
benefit of insurance proceeds it receives in respect of the
Indemnified Claims.  This includes paying to FM Products the
amount of "net" insurance proceeds recovered on account of costs
FM Products incurs on Pneumo Abex's behalf, in performing its
Indemnity Obligation, subject to the terms and conditions in the
1994 Agreements.  

Pneumo Abex currently holds $5,634,820 in insurance proceeds on
account of the costs FM Products allegedly incurred before the
Petition Date in performing the Indemnity Obligation.  Pneumo
Abex, together with FM Products, anticipate receiving additional
insurance proceeds totaling $10,000,000 or more, in the future,
on account of costs incurred before the Petition Date.

According to Mr. O'Neill, Pneumo Abex wants to retain the
Currently Held Insurance Proceeds and the Future Insurance
Proceeds under the doctrines of set-off or recoupment based on
its Contingent Claim.  FM Products disputes this assertion.

FM Products and FM-Canada, likewise, assert certain claims
against Pneumo Abex under the 1994 Agreements that relate to
certain Environmental Liabilities and Costs that concern four
sites:

   * the Cambridge Site;

   * the Winchester property located at 2410 Papermill Road in
     Winchester, Virginia;

   * the Salisbury Site located at Highway 29 South and Airport
     Road in Salisbury, North Carolina; and

   * the Mahwah Site located at 39 Railroad Avenue in Mahwah, New
     Jersey.

Since the Petition Date, Cooper Industries has been materially
performing its obligations to guarantee FM Products' performance
by indemnifying Pneumo Abex on a net-of-insurance basis.

                    The Settlement Agreement

The Settlement Agreement resulted from more than two years of
involved and hard-fought negotiations with Pneumo Abex over the
set-off and recoupment claims.  The Settlement Agreement resolves
the parties' disputes relating to:

   -- the Liquidated Claim and the Cambridge Claim;

   -- Pneumo Abex's asserted rights of set-off and recoupment;
      and

   -- each of the Environmental Claims, but reserve most of the
      parties' rights with respect to the Contingent Claim.

The salient terms of the Settlement Agreement are:

A. Pneumo Abex's Liquidated Claim will be allowed in FM Products'
   Chapter 11 case for $2,048,836.  Pneumo Abex will retain
   $2,048,836 of the Currently Held Insurance Proceeds, which
   aggregate $5,634,820.  Pneumo Abex will also be entitled to
   retain $537,894 of the Currently Held Insurance Proceeds on
   account of its Contingent Claim, which is 15% of the remainder
   of the Currently Held Insurance Proceeds.  Pneumo Abex will be
   entitled to retain the amounts whether or not the Contingent
   Claim is ultimately allowed or disallowed;

B. Pneumo Abex will pay to FM Products the balance of the
   Currently Held Insurance Proceeds for $3,048,063;

C. On an ongoing basis after January 20, 2004, within 10 business
   days of recovering any Future Insurance Proceeds, Pneumo Abex
   will pay to FM Products 75% of the recovered Future Insurance
   Proceeds.  Pneumo Abex will be entitled to retain the
   remaining 25% of the Future Insurance Proceeds as partial set-
   off against its Contingent Claim, whether or not the
   Contingent Claim is ultimately allowed or disallowed;

D. Pneumo Abex will acknowledge and reaffirm its obligations
   under the 1994 Agreements for Environmental Liabilities and
   Costs with respect to the Winchester Site and will fully
   perform the obligations going forward, including paying the
   costs to monitor the environmental remediation of the
   Winchester Site pursuant to the terms of a certain RCRA
   Post-Closure Permit, EPA ID No. VAD003070976, to the extent
   provided in the 1994 Agreements;

E. Pneumo Abex will pay FM Products $244,873 as reimbursement for
   Winchester Monitoring Costs previously incurred, but not
   yet reimbursed;

F. FM-Canada and FM Products will waive and discharge Pneumo Abex
   and Mafco from any and all claims that FM-Canada and FM
   Products may have relating to or arising out of the
   Environmental Liabilities and Costs in connection with,
   arising out of, or relating to the Cambridge Site, the
   Salisbury Site, and the Mahwah Site;

G. Other than the Environmental Claims, FM Products and FM-Canada
   represent that they are not aware of any claims relating to,
   or arising out of the Environmental Liabilities and Costs that
   each of them asserted or could assert against Pneumo Abex;

H. As of February 5, 2004, Pneumo Abex waives and discharges FM
   Products from the Cambridge Claim.  Pneumo Abex agrees and
   consents to the disallowance of the portions of its Proof of
   Claim relating to the Cambridge Claim;

I. Upon receipt of the $3,048,063 payment, FM Products will waive
   and discharge Pneumo Abex and Mafco from any and all claims in
   connection with the Currently Held Insurance Proceeds;

J. Upon FM Products' receipt of the payments owed by Pneumo Abex
   on account of the recovered Future Insurance Proceeds,
   FM Products waives and discharges Pneumo Abex and Mafco from
   any and all claims in connection with the Future Insurance
   Proceeds;

K. Pneumo Abex and Mafco waives and discharges FM Products and    
   FM-Canada from the Liquidated Claim and the Cambridge Claim
   and any and all claims in connection with the subject matters,
   including the remedies of set-off and recoupment in respect of
   Currently Held Insurance Proceeds or the Future Insurance
   Proceeds; and

L. Except as expressly provided in the Settlement Agreement, the
   Parties do not waive or relinquish any rights under the 1994
   Agreements.

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)


GAMES INC: Must Secure Additional Funding to Maintain Operations
----------------------------------------------------------------
Games Inc. is an online media and value-added information service
providing subscribers with access to entertaining proprietary
content via the Internet.  The Company, and its subsidiaries
operate a branded network of web sites targeting three allied
areas of interactive entertainment: government sponsored
lotteries, Internet games, and digital greetings.

The Company's unaudited consolidated financial statements have
been prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate
continuation of the Company as a going concern. However, for the
nine months ended March 31, 2003, the Company incurred a net loss
of $3,674,155 and had a working capital deficiency of $2,664,470.
Management of the Company is developing a plan to license the sale
of lottery tickets online. In addition, the Company is seeking to
raise equity capital to fund and expand its operations in addition
to fund acquisitions. These matters raise substantial doubt about
the Company's ability to continue as a going concern.

Management believes that by obtaining a license to sell lottery
tickets online and if they were successful in obtaining additional
equity capital to fund acquisitions, the cash flows would be
sufficient to fund operations for the near term. However, there
can be no assurance that the Company will be successful in its
attempts to obtain a license to sell lottery tickets online, or to
generate positive cash flows or raise sufficient capital essential
to its survival. To the extent that the Company is unable to
generate or raise the necessary operating capital, it will become
necessary to curtail operations. Additionally, even if the Company
does raise operating capital, there can be no assurance that the
net proceeds will be sufficient to enable it to develop its
business to a level where it will generate profits and positive
cash flows.

At March 31, 2003, the Company had $99,051 in cash compared to
$16,513 at March 31, 2002. Current liabilities at March 31, 2003
of $2,778,831 exceed current assets of $114,361. Total liabilities
at March 31, 2003 of $3,235,445 exceed total assets of $1,542,625.

Unless and until its revenue stream matures, the Company
recognizes that it will likely not have sufficient cash resources
to fund its operations through the end of fiscal 2003. The Company
must be able to close on additional financing transactions to fund
ongoing operations. The Company might be required to obtain
financing on terms that are not favorable to it and its
shareholders. The Company received a going concern opinion on its
June 30, 2002 audited financial statements.

If the Company is unable to obtain additional financing when
needed, it may be required to shutdown, delay or scale back
product development and marketing programs in order to meet its
short-term cash requirements, which could have a material adverse
effect on its business, financial condition and results of
operations.


GLOBAL AXCESS: Raises $2.5 Million Through Private Offering
-----------------------------------------------------------
January 19, 2004, Global Axcess Corp., a Nevada corporation,
closed its private offering whereby it raised $2,480,000 in
connection with the sale of 4,960,000 units for $.50 per unit to
accredited and institutional investors. Each unit consists of two
shares of common stock of the Company and one common stock
purchase warrant. The common stock purchase warrants are
exercisable for a period of three years at an exercise price of
$.35 per share. All common shares associated with this private
placement are restricted securities in accordance with Rule 144 as
promulgated under the of the Securities Act of 1933. However, in
the event the Company files a registration statement with the U.S.
Securities and Exchange Commission, then these shares issued in
connection with the units and the shares underlying the common
stock purchase warrants are required to be included on such
registration statement. In addition, each subscriber can require
that the Company file a registration statement within 45 days
after such request. However, if a subscriber requests that a
registration statement be filed, then the subscriber must bear all
expenses, including legal and accounting, associated with the
filing of the registration statement

                           *     *     *

                LIQUIDITY AND CAPITAL RESOURCES

In a Form 10-QSB filed with the Securities and Exchange
Commission, Global Axcess reported:

"Working Capital Deficit. As of September 30, 2003, the Company
had current assets of $997,338 and current liabilities of
$1,174,915, which results in a working capital deficit of
$177,577, as compared to current assets of $732,206 and current
liabilities of $2,144,841 resulting in a working capital deficit
of $1,412,635 as of December 31, 2002. The ratio of current assets
to current liabilities increased to .85 at September 30, 2003 from
.34 at December 31, 2002. Thus, the overall working capital
deficit decreased by $1,235,058. The decrease in the deficit
during the nine month period ended September 30, 2003 resulted
mainly from the reduction of Accounts Payable and Accrued Expenses
by $331,933, a pay-off of various current leases amounting to
$116,152, a reduction of Notes Payable to related parties of
$364,698, Notes Payable in the amount of $47,753 and a reduction
of amounts Due to Related Parties of $140,795.

                  Additional Funding Sources

"We have funded our operations and capital expenditures from cash
flow generated by operations, capital leases, from the settlement
of various issues with third parties and from the sale of
securities. Net cash provided by operating activities during the
nine month period ending September 30, 2003 and 2002 was $134,302
and $786,218, respectively. Net cash provided by operating
activities in the nine month period ending September 30, 2003
consisted primarily of a net income of $265,353 and depreciation
and amortization of $593,734 and an increase in prepaid expenses
of 34,175 and decrease of other assets by $42,185; offset by an
increase in accounts receivable of $100,839 and a reduction of
accounts payable and accrued expenses of $331,933. The cash
provided by operating activities allowed us to pay off or pay-down
$116,152 for various lease obligations, $30,711 on notes payable
and $140,795 on amounts due to related parties. The sale of our
common stock for $610,500 less fees, netted $589,249 in proceeds
for issuance of common stock, allowed us to pay down amounts on
notes to related parties of $100,000 and amounts due to related
parties of $50,000 and purchase fixed assets of $234,957.

"In order to fulfill its business plan and expand its business,
the Company must have access to funding sources that are prepared
to make equity or debt investments in the Company's securities.

"In order to address this potential for growth, the Company has
taken steps to raise additional funds to finance its operations,
including the potential for making strategic acquisitions, which
could better position the Company for growth. Historically, the
Company has relied primarily upon institutional investors for this
purpose. There can be no guarantee that institutional funding
will be available to the Company in the near future. The Company
has conducted a private placement offering and closed the offering
on July 28, 2003 with gross proceeds of approximately $610,500,
with fees of $21,251, through the sale of 12,210,000 shares of
common stock together with common stock purchase warrants to a
limited number of accredited investors. The Company's ability to
attract investors depends upon a number of factors, some of which
are beyond the Company's control. The key factors in this regard
include general economic conditions, the condition of ATM markets,
the availability of alternative investment opportunities, the
Company's past financial performance affecting the Company's
current reputation in the financial community.

"The Company is continuing its efforts to raise additional capital
through equity or debt financings. The Company estimates to
continue its current business plan and acquisition strategy, it
will require approximately $5,000,000 in additional working
capital to meet its needs for the next 12 months for such items as
new ATM leases, software development and acquisitions.

"The Company will require significant additional financing in the
future in order to satisfy its acquisition plan. To fund its
continued growth the Company intends to raise additional capital
through debt and equity financings, however, the Company cannot
guarantee that it will be able to raise funding through these
types of financings. The need for additional capital to finance
operations and growth will be greater should, among other things,
revenue or expense estimates prove to be incorrect, particularly
if additional sources of capital are not raised in sufficient
amounts or on acceptable terms when needed. Consequently, the
Company may be required to reduce the scope of its business
activities until other financing can be obtained.

"The Company does not use its own funds for vault cash, but rather
relies upon third party sources. The Company in general rents the
vault cash from financial institutions and pays a negotiated
interest rate for the use of the money. The vault cash is never in
the possession of, controlled or directed by the Company but
rather cycles from the bank, to the armored car carrier, and to
the ATM. Each days withdrawals are settled back to the owner of
the vault cash on the next business day. Both Nationwide Money and
its customers (the merchants) sign a document stating that the
vault cash belongs to the financial institution and that neither
party has any legal rights to the funds.

"As a result of certain factors, our working capital has increased
from the same period a year ago. We had negative working capital
of $1,608,116 on September 30, 2002 and this has been reduced to a
negative working capital of $177,577 at September 30, 2003. This
increase in working capital is partially due to the occurrence of
one-time events in 2003 that resulted from cancellation of debt
that totaled $261,023. As of September 30, 2003 we also received
from the Private Placement Offering in the amount of $589,249 net
proceeds. There was an exchange of $50,000 from an amount due to a
related party for stock. The cash portion was used to payoff
short-term debt in the form of notes payable and lease obligations
on ATM equipment. In 2002 we also issued $141,899 in stock in
lieu of cash for various current expenses and received several
loans totaling $229,675 from Cardservice International, Inc. the
proceeds of which were used to payoff various short term lease
obligations on ATM obligations. In addition, we have incurred
additional demands on our available capital in connection with the
settlement of various disputes with former officers and employees
and the start-up expenses associated with our expansion of the
Food Lion and Kash and Karry account of additional ATMs."


HEALTHEAST: Improved Operations Spur S&P to Up Debt Rating to BB
----------------------------------------------------------------  
Standard & Poor's Ratings Services raised its rating to 'BB' from
'BB-' on South St. Paul Housing and Redevelopment Authority,
Minn.; Washington County Housing and Redevelopment Authority,
Minn.; and Maplewood, Minn.'s outstanding debt, issued on behalf
of HealthEast Inc., Minn. In addition, Standard & Poor's revised
its outlook on the debt to positive from stable.

"The higher rating reflects an improvement in the overall
operations of HealthEast that has positively affected cash and
debt service coverage," said Standard & Poor's credit analyst
Brian Williamson. "Factors that continue to hamper HealthEast's
rating include high leverage, which may increase with future
capital needs for the St. Joseph's campus," he added.

HealthEast is a multifacility health system provider that operates
hospitals with a total of 511 beds in service, which generated
patient admissions of 34,545 in fiscal 2003, a 4% increase from
the previous year. Throughout the HealthEast system there are more
than 1,200 doctors represented on the staff of three acute-care
hospitals and one long-term acute-care hospital that the health
system owns and operates. HealthEast's market position is very
strong, climbing to 39% of the St. Paul, Minn. area's admissions
in fiscal 2003. HealthEast's acute-care hospitals are all
profitable.

For the first two months of fiscal 2004, HealthEast is posting a
net income of $1.5 million. This is compared to a budget of
$398,000 for the same period. The positive trend for the first two
months is attributed to a decrease in corporate expenses and an
increase in acute-care hospital operations. For fiscal 2004,
HealthEast is targeting a 1.6% operating margin.

The positive outlook on HealthEast is based on the achievements
that the management team has been able to accomplish in the past
two years. As the organization continues to focus on its
operations it is expected that HealthEast will be able to achieve
its target for fiscal 2004.


HOMAN INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Homan, Inc.
        6915 Olding Road
        Maria Stein, OH 45860

Bankruptcy Case No.: 04-30578

Type of Business: The Debtor is a construction and livestock
                  materials handling equipment dealer. See
                  http://www.homaninc.com/

Chapter 11 Petition Date: February 3, 2004

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Steven L. Diller, Esq.
                  124 East Main Street
                  Van Wert, OH 45891
                  Tel: 419-238-6621

Total Assets: Undetermined

Total Debts:  $5,315,023

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Delaval, Inc.                 Trade Debt                $790,131
PO Box 73021
Chicago, IL 60673

Ft. Recovery Lumber           Trade Debt                $140,228

AP Livestock                  Materials & supplies      $136,202
                              used bus.

Koester Electric, Inc.        Materials & supplies      $117,000
                              used bus.

Consumers Concrete            Material & supplies       $116,006
Corporation                   used in bus.

Standard Structures, Inc.     Material & supplies       $111,510
                              used in bus.

WW Concrete Inc.              Material & supplies       $105,631
                              used in bus.

Consolidated Hunter           Material & supplies        $94,815
                              used in bus.

DeLoof Construction, Inc.     Material & supplies        $86,616
                              used in bus.

Long's                        Material & supplies        $80,600
                              used in bus.

Bryce Hill, Inc.              Material & supplies        $78,605
                              used in bus.

J & D Manufacturing           Material & supplies        $71,752
                              used in bus.

L & M Construction            Material & supplies        $57,856
                              used in bus.

West Agro, Inc.               Material & supplies        $56,898
                              used in bus.

MS Welding                    Material & supplies        $56,330
                              used in bus.

CMA Supply Co., Inc.          Material & supplies        $56,230
                              used in bus.

CST Industries, Inc.          Material & supplies        $53,967
                              used in bus.

A&L Laboratories, Inc.        Material & supplies        $53,106
                              used in bus.

Hanson Silo Co.               Material & supplies        $52,826
                              used in bus.

St. Henry Tile Co.            Material & supplies        $49,805
                              used in bus.


IPCS INC.: Court Strikes Unsecured Panel's Jury Trial Demand
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of iPCS Inc. and its debtor-affiliates, brought
an adversary proceeding against telecommunications companies
Sprint Corporation, Sprint Spectrum L.P., Wirelessco L.P. and
Sprintcom Inc.  The Committee wants to hold Sprint, which entered
into certain management and services agreements with the Debtors,
liable for the Committee's claims against the Debtors' estates.

Sprint moved to strike a Demand for a Jury Trial in the adversary
proceeding.  The Committee's complaint alleges that the Sprint
Defendants misused the Management and Services Agreements entered
into with the Debtors to gain substantial influence over iPCS'
business operations and financial affairs.  The result being, the
Committee further alleges, that the Debtors have become "nothing
more than mere instrumentalities, alter ego corporations [or]
agents operating under the control and direction of" Sprint.  
Based upon these allegations, the Committee contends Sprint should
be held liable for payment of the Debtors' debts under an alter
ego or instrumentality theory of liability.

Judge Drake upholds Sprint's motion to strike the Committee's jury
trial demand, finding that the Committee is not entitled to jury
trial on its alter ego claims; and finding further, that even
assuming the Committee has a Seventh Amendment right to jury
trial, it was bound by Debtors' prior waiver of their jury trial
rights in the Agreements with Sprint.

                           BACKGROUND

On February 23, 2003, iPCS Inc., iPCS Wireless Inc. and iPCS
Equipment filed voluntary petitions under Chapter 11 of the
Bankruptcy Code.  Since 1999, the Debtors, through certain
Management and Services Agreements with Sprint, have constructed
and operated a wireless personal communications network throughout
the Midwest.  In accordance with the Agreements, the Debtors have
the exclusive right to provide personal telecommunications
services to customers under the Sprint and Sprint PCS brand names
in the area covered by the Network.  In turn, the contractual
relationship allows Sprint to utilize the Network in to provide
its customers with a nationwide cellular telephone network.

On the same day that the Debtors filed their petitions under
Chapter 11, iPCS and iPCS Wireless filed a complaint against
Sprint seeking equitable relief and damages.  The Debtors allege
that Sprint has breached the Agreements by, among other things,
failing to calculate the amount of the Collected Revenue in
accordance with the terms of the Management Agreement.  The
Debtors also seek to force Sprint to purchase the Debtors'
business for an amount to be determined in accordance with the
terms of the Agreements.

On April 29, 2003, the Committee filed an application with the
Bankruptcy Court for authority to file and prosecute a complaint
against Sprint on behalf of the Debtors' bankruptcy estates.  The
Court granted the application on August 19, 2003, and the
Committee filed its complaint on August 22, 2003.  The Committee's
complaint alleges that Sprint misused the Management and Services
Agreements to gain substantial influence over the business
operations and financial affairs of the Debtors. The Committee
asserts that Sprint should be held liable for the payment of the
Debtors' debts under an alter ego/instrumentality theory of
liability.

The Committee has demanded a jury trial, and Sprint has moved to
strike that demand.  Sprint claims that the Committee is bound by
the terms of a jury waiver contained within the Management
Agreement.  Alternatively, Sprint argues that the Committee is not
entitled to a jury trial in the first instance because its claim
is purely equitable.  In response, the Committee argues, one, that
its claim is not equitable and, two,  does not arise under the
Management Agreement.  Therefore, says the Committee, the terms of
the Management Agreement have no bearing on the issue of whether
the Committee is entitled to a jury trial.

                        Judge Drake Reviews
                  Committee's Right To Jury Trial

Judge Drake, in his Opinion, writes that the Seventh Amendment to
the United States Constitution provides that "In Suits at common
law, where the value in controversy shall exceed twenty dollars,
the right of trial by jury shall be preserved."  See also
Granfinanciera, S.A. v. Nordberg, 492 U.S. 33 (1989).  In
Granfinanciera, the United States Supreme Court stated, "We have
consistently interpreted the phrase 'Suits at common law' to refer
to suits in which legal rights were to be ascertained and
determined, in contradistinction to those where equitable rights
alone were recognized, and equitable remedies were administered."  
Granfinanciera, 492 U.S. at 41.

"Pursuant to the Court's direction in Granfinanciera," writes
Judge Drake, "to ascertain whether a party has a Seventh Amendment
right to a jury trial, a distinction must necessarily be made
between legal and equitable claims."  The analysis for drawing
this distinction, says the judge, is comprised of a two-part test:  
"First, we compare the statutory action to 18th-century actions
brought in the courts of England prior to the merger of the courts
of law and equity.  Second, we examine the remedy sought and
determine whether it is legal or equitable in nature."  
Granfinanciera, 492 U.S. at 42.

In the instant case, continues Judge Drake, Sprint asserts that
the Committee's claims for liability are based upon a theory that
sounds in equity rather than law.  Sprint recognizes that, under
the United States Supreme Court's holding in Granfinanciera , in
some cases, an alter ego claim may be entitled to a jury trial.  
However, Sprint argues that, because the Committee does not seek
monetary damages, the remedy sought by the Committee is equitable
in nature, rather than legal; and, accordingly, its claim does not
fall within that category.

Sprint contends that the Committee is asking this Court to declare
that Sprint used the Debtors as a mere instrumentality and
therefore should be held liable for the Debtors' debts.  This kind
of claim, argues Sprint, is a claim for declaratory relief, which,
traditionally, is an equitable rather than a legal remedy.  Judge
Drake points out that Sprint supports its arguments by noting that
the Committee itself characterizes its claim as one that arises
under "well established principles of equity."  Sprint points to
case law for the proposition that an alter-ego claim is
traditionally one of equity; that, where both the claim and the
nature of the remedy sought are equitable in their nature, no
right to a jury trial exists.  Re Lee Way Holding Co., 118 B.R.
544 (Bankr. S.D. Ohio 1990) (court finds no right to jury trial on
veil-piercing claim).

As to the first Granfinanciera factor - the kind of action -- says
Judge Drake, there is sufficient and persuasive authority for the
proposition that an action to pierce the corporate veil "does not
sound solely in equity."  William Passalacqua Builders Inc. v.
Resnick, 933 F.2d 131, 136 (2d Cir. 1991).  In Passalacqua, the
Second Circuit Court of Appeals concluded that it was proper for a
district court to submit to a jury the issue of whether a parent
corporation should be held liable, on an alter ego theory, for the
actions of its subsidiary.  The appeals court, says Judge Drake in
his Opinion, concluded that the action appears to have "roots in
both law and equity."  

However, Judge Drake says the Court is persuaded that under the
Supreme Court's holding in Granfinanciera, the facts of the
instant case demand a different result.  For example, as to the
second factor - the nature of the remedy sought - Sprint argues
the remedy sought by the Committee is purely equitable:  the
Committee's complaint does not seek entry of a money judgment
against Sprint.  Further, as Sprint points out, the Committee has
instituted its adversary action on behalf of the Debtors'
bankruptcy estates, rather than its members.   Here, the true
plaintiffs in this litigation are the Debtors' bankruptcy estates,
which essentially are asking the Court to declare that another
party is responsible for payment of the debts of the estates.  

To this Court, states Judge Drake, such a request is a clear
indication that the relief sought by the Committee in this case is
entirely equitable.  And, as indicated in Granfinanciera, the
nature of the remedy sought is the most important consideration in
determining whether a right to a jury trial exists.  Here, the
Court has determined that the nature of the claim is in part
equitable and the remedy sought is entirely equitable.  
Accordingly, the Court must conclude that the Committee is not
entitled to a jury trial in this case.

                    In The Alternative, Has the
              Committee Waived its Jury Trial Right?

Even assuming that the Committee is entitled to a jury trial, the
Court, writes Judge Drake, agrees with Sprint that the Committee
is bound by the Debtors' prior waiver of the right to a jury
trial.  Prior to the filing of the Debtors' bankruptcy petitions,
the Debtors executed the Management Agreement, which contained a
provision by which both parties agreed to waive any right they may
have had to a jury trial.

Sprint maintains the waiver is broad enough to encompass the
instant action.  The Committee argues, however, that the waiver
does not apply to its claim because the claim does not arise out
of the Management Agreement within the meaning of the waiver
provision.  

Judge Drake says the Court has reviewed the Committee's claims in
relation to the waiver provision and finds the Committee's claim
in this adversary proceeding would not exist but for the existence
and operation of the Management Agreement.  Accordingly, the Court
can only conclude that the claim arises, at least in part, from
the Management Agreement; or, at the very least, is related to the
Management Agreement.  The Committee contends that Sprint has
utilized the Debtors as mere instrumentalities of its own
business.  The Court presumes, states Judge Drake, that in order
to do so, Sprint must have exerted significant influence on the
Debtors' business operations.  The Committee's complaint alleges
that Sprint gained this control over the Debtors, at least in
part, through the terms of the Management Agreement.

After having reviewed the Committee's own allegations concerning
Sprint's exertion of pervasive domination and control over the
Debtors' business activities, the Court cannot conclude that the
Committee's claim does not arise from the Management Agreement.  
As the Court has earlier stated the Committee's claim is based
upon the theory that Sprint has gained control over the Debtors
and has abused that control to the detriment of the Debtors and
their creditors.   It appears to the Court that the only means the
only means by which Sprint could have controlled the Debtors came,
at least initially, from the contractual relationship between the
parties to the Management Agreement.

Consequently, the Court finds that the Committee should be bound
by the terms of the Management Agreement's waiver provision.     


ITS NETWORKS: Needs Additional Funds to Continue as Going Concern
-----------------------------------------------------------------
ITS Networks Inc. is engaged in the telecommunication industry in
Spain and offers  telecommunications services for home and
business use.  Several new companies entered the Spanish market in
recent years on the wave of new technologies such as LMDS and
UMTS. The former was intended as an alternative to Telefonica's
local loop while the latter supposedly offered more advanced
services for mobile users. Today, due to the current market
conditions, a lack of clients, or problems with the technologies,
many of these companies have either  folded, joined together or
left their business projects in hibernation awaiting better times.

The net loss of the Company increased to $10,031,000 during the
fiscal year ended September 30, 2003 compared to the net loss of
$1,284,000 during the fiscal year ended September 30, 2002, an
increase of approximately 781%. The increase in the net loss of
the Company is attributable primarily to an increase in its
operating costs, marketing costs, and its  selling and general and
administrative expenses of the Company during the fiscal year
ended September 30, 2003, following the acquisition of
Teleconnect.

At September 30, 2003, the Company had negative working capital of
approximately $7,453,000, compared to negative working capital of
$377,000 at September 30, 2002.  This decrease in working capital
is attributable primarily to operating losses incurred during
fiscal 2003.

The ability of the Company to satisfy its obligations and to
continue as a going concern will depend in part upon its ability
to raise funds through the sale of additional shares of its common
stock, increasing borrowing, and in part on its ability to reach a
profitable level of operations.  The Company's financial
statements do not reflect adjustments that might result from its
inability to continue as a going concern and these adjustments
could be material.


J.L. FRENCH AUTOMOTIVE: S&P Removes Low-B Ratings from Watch
------------------------------------------------------------  
Standard & Poor's Ratings Services removed its ratings for J.L.
French Automotive Castings from CreditWatch, where they were
placed on Nov. 6, 2003, and affirmed its 'B-' corporate credit and
its other ratings on the company, on completion of a review of the
company's near-term prospects. The outlook is negative, reflecting
concerns over the company's heavy debt burden and weak cash flow
generation.

J.L. French's total debt outstanding (including the present value
of operating leases) was $628 million as of Sept. 30, 2003.

"With a potentially untenable capital structure, ratings could be
lowered if cash flow does not materially improve, end-markets
deteriorate further, or liquidity becomes further constrained,"
said Standard & Poor's credit analyst Heather Henyon.

J.L. French produces oil pans, medium/large castings, small
automotive castings, transmission cases, engine front covers and
bed plates. About 75% of the company's sales are in North America,
and the remainder is in Europe. J.L. French is controlled by Onex
Corp. (unrated), a $23 billion Canadian diversified holding
company.

In addition to casting components, J.L. French provides machining
and assembly on 70% of its die cast components. The casting
industry is fragmented, highly capital-intensive, and subject to
volatile demand, customer pricing pressures and fluctuations in
raw material prices. J.L. French benefits from the proprietary
smelting of aluminum, which allows the company to partially
mitigate the rising prices of raw materials. The trend toward
increased aluminum content in vehicles should benefit the company.

Liquidity is constrained. While the company does not have any
scheduled debt amortization until 2006, cash interest expense is
high and the company faces significant refinancing risk in 2006
when the senior secured credit facility matures. Financial
covenants are tight and are expected to remain tight throughout
2004.


JLG IND.: S&P Watches Ratings Citing Need to Restate Financials
---------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit, 'BB' senior secured debt, and other ratings on CreditWatch
with negative implications. The CreditWatch listing followed JLG's
announcement that it will restate its audited financial statements
for the fiscal year ended July 31, 2003, and possibly restate its
unaudited financial statements for the fiscal 2004 first quarter
ended Oct. 31, 2003.

Hagerstown, Maryland-based JLG is a construction equipment
manufacturer with total balance sheet debt of $314 million at Oct.
31, 2003, with its Access Financial Solutions Inc. subsidiary
accounted for on the equity basis.

Specifically, the company announced that it has determined that
one transaction with $8.7 million in net revenues was recognized
prematurely. The transaction, with a single customer, was
incorrectly reported as a sale, rather than a consignment sale,
which allows recognition of the revenues only upon final sale of
the equipment by the consignees. At this time, all of the
equipment has been sold, and the restatement has no cash impact.
The company's outside auditors have advised management that the
improper accounting of this transaction reflects a material
weakness in internal controls.

JLG has commenced an internal review to determine the
circumstances of this transaction, identify any possible similar
transactions within the current year and preceding three years,
evaluate the underlying accounting, and recommend appropriate
remedial action. The company will delay announcement of earnings
for the second quarter, ended Jan. 31, 2004, until the review is
completed.

"The CreditWatch listing reflects the potential for lower ratings
because of concerns about the integrity of JLG's financial
statements and oversight procedures," said Standard & Poor's
credit analyst Nancy Messer. "These concerns could translate into
ongoing risk with respect to reliability of the company's
financial information."


KENNEDY COMPANY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Kennedy Manufacturing Company
             520 East Sycamore Street
             Van Wert, Ohio 45891

Bankruptcy Case No.: 04-30794

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Markhon Inc.                               04-30795
Lord Healthcare Companies                  04-30796
Blue Bell Bio Medical                      04-30796

Type of Business: The Debtor produces and markets industrial
                  tool storage equipment, including steel tool
                  chests, roller cabinets, stationary and mobile
                  workbenches, modular storage cabinets and
                  specialized tool storage.
                  See http://www.kennedymfg.com/

Chapter 11 Petition Date: February 12, 2004

Court: Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtors' Counsels: Richard L. Ferrell, Esq.
                   Timothy J. Hurley, Esq.
                   W. Timothy Miller, Esq.
                   Taft Stettinius & Hollister LLP
                   425 Walnut Street, Suite 2500
                   Cincinnati, OH 45202
                   Tel: 513-357-8726

                           Estimated Assets     Estimated Debts
                           ----------------     ---------------
Kennedy Manufacturing Co.  $10 M to $50 M       $10 M to $50 M
Markhon Inc.               $1 M to $10 M        $1 M to $10 M
Lord Healthcare Companies  $0 to $50,000        $0 to $50,000
Blue Bell Bio Medical      $100,000 to          $100,000 to
                           $500,000             $500,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ryerson Coil Processing       Coil Steel                $489,695
1108 Central Avenue
Hamilton, OH 45011

Buckeye Boxes                 Corrugated cartons        $448,258
601 N. Hague Ave.
Columbus, OH 43204

E.R. Wagner Products Div      Cabinet Casters           $250,791
331 Riverview Dr.
P.O. Box 405
Hustisford, WI 53034

Wilhelm Bott GMBH & Co.       Heavy Duty Modular        $196,166
                              Cabinet Slides

Jeon Han Slide Co., Ltd.      Ball Bearing Slides       $142,687

Sherwin Williams              Powder Paint, various     $123,414
                              Colors

Van Wert County Hospital      Medical Services          $114,457

Michigan Maple Block          Hardwood Maple Tops       $110,859

Central Steel and Wire        Coil and Sheet Steel       $95,522

Turpin Sales & Marketing      Monthly Commission         $96,541

Fabrications Plus             Aluminum Extruded          $76,865
                              Handles & Pulls

Derry Drug, Inc.              Drug Prescription          $67,961

Dupont Powder Coatings        Powder Paint various       $61,822
                              colors

Excell Color Graphics, Inc.   Printing services          $57,218
                              Price Lists, etc.

Rhino Linings                 Rhino coated               $55,484
                              Particle board

Clark and Associates          Monthly Commissions        $53,902

Northern Mfg. Co. Inc.        Performed steel parts      $50,026
                              Stainless steel

American Chemical Product     Chemicals for parts        $45,153
                              washers

Anthem Benefit Admin.         Medical Plan Admin.        $45,029
                              Services

Bott Ltd.                     Wall Board                 $43,410
                              Hook sets


KMART: Objects to Sun Trust's Administrative Freeze on Accounts
---------------------------------------------------------------
Before the Petition Date, Sun Trust Bank entered into certain
factoring agreements with certain of the Kmart Corp. Debtors'
vendors.  Sun Trust alleges that the Debtors still owed it
$4,440,000, pursuant to various debts they owed to the Vendors
which were assigned to Sun Trust.

Andrew N. Goldman, Esq., at Wilmer, Cutler & Pickering, in New
York, relates that at least $4,359,695 of the Debt was
transferred to Sun Trust from various Vendors within the 90-day
prepetition period.

As of the Petition Date, the Debtors had deposited $3,859,438 in
Sun Trust's deposit account -- Account Nos. 46151, 1067966, and
8801853956.  However, Sun Trust placed an administrative freeze
on the Deposit Accounts, which prevented the Debtors from using
any of the funds.  The Debtors requested that the funds held in
the Deposit Accounts be released.

On April 18, 2002, Sun Trust sought to lift the automatic stay to
set off prepetition amounts owed.  Sun Trust alleged that the
Debtors owed it $25,553,571 on account of various Vendors'
accounts receivable transferred to Sun Trust.  Sun Trust also
filed a proof of claim for $25,895,782 and indicated that its
claim was secured by set-off rights.  The Court dismissed Sun
Trust's request.  Subsequently, Sun Trust filed a renewed
request.

On February 12, 2003, Sun Trust assigned $21,730,270 of its claim
to Contrarian Funds, LLC, leaving just the Debt owing.  
Mr. Goldman states that the Debtors referred the matter to
mediation, but the mediation proved unsuccessful.

Mr. Goldman contends that despite the Debtors' demands, Sun Trust
has not released the amount held in the Deposit Accounts.  Sun
Trust alleges that it is entitled to apply these Deposit Accounts
against the Debt on a set-off basis.  However, Sun Trust failed
to produce sufficient documents or evidence, upon the Debtors'
request, to substantiate its claim for a set-off.

Accordingly, the Debtors seek a declaratory judgment that:

    (a) Sun Trust is not entitled to a set-off right pursuant to
        Section 553(a) of the Bankruptcy Code; and

    (b) Sun Trust's administrative freeze on certain deposit
        accounts it maintains was an impermissible hold of estate
        funds in violation of Section 362 of the Bankruptcy Code.

The Debtors also ask the Court to compel the turnover of
$3,859,438 held in the Deposit Accounts and for judgment against
Sun Trust for this amount, plus interests and costs. (Kmart
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


KNOX COUNTY: U.S. Trustee Appoints Official Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 8 appointed 5 creditors to
serve on an Official Committee of Unsecured Creditors in Knox
County Hospital Operating Corporation's Chapter 11 case:

       1. Jones, Nale & Mattingly PLC
          Attn: Jon Meyer
          642 S 4th Ave #300
          Louisville Kentucky 40202
          Tel: 502-583-0248
          Fax: 502-589-1680

       2. Geodax Technology Inc.
          Attn: Philip Rushing
          2125 Middlebrook Pike
          Knoxville Tennessee 37921
          Tel: 865-523-3833
          Fax: 865-523-4036

       3. Medserv International
          Attn Jan Hensley-Gibson
          336 Cedar Mill Circle
          Lexington Kentucky 40511
          Telephone and Fax: 859-255-9920     
          
       4. Renal Health PLLC
          Attn: Kyle Perkins
          115 W 5th St.
          London Kentucky 40741
          Tel: 606-878-2272
          Fax: 606-878-2274
     
       5. South East Biomedical Company
          Attn: Dan Richardson
          1875 Hwy 582
          Pinetop, Kentucky 41843
          Tel: 606-853-4330
          Fax: 606-785-0763

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Barbourville, Kentucky, Knox County Hospital
Operating Corporation, owns a hospital and provides medical
services.  The Company filed for chapter 11 protection on
January 26, 2004 (Bankr. E.D. Ky. Case No. 04-60083).  Dean A.
Langdon, Esq., and Tracey N. Wise, Esq., at Wise DelCotto PLLC
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated debts and assets of over $10 million.


LA QUINTA: Schedules 4th Quarter Conference Call for February 26
----------------------------------------------------------------
La Quinta Corporation (NYSE: LQI) announced that it will report
fourth quarter financial results prior to the open of the market
on Thursday, February 26, 2004.

At 11:00 AM (EST) on Thursday, February 26, 2004, La Quinta will
hold a conference call and audio webcast to discuss its financial
results and business outlook.  La Quinta may answer one or more
questions concerning business and financial matters affecting the
Company, which may contain or constitute information that has not
been previously disclosed.

Simultaneous with the conference call, an audio webcast of the
call will be available via a link on the La Quinta Web site,

                       http://www.LQ.com/

in the Investor Relations-Webcasts section.  The conference call
can be accessed by dialing 800-240-4186 (International: 303-262-
2075).  An access code is not required. A replay of the call will
be available from 1:00 PM (EST) on February 26, 2004 through 12:59
AM (EST) on March 5, 2004 by dialing 800-405-2236 (International:
303-590-3000) and entering the access code of 570320#.  The replay
will also be available in the Investor Relations-Webcasts section
of the La Quinta website, http://www.LQ.com/

                  About La Quinta Corporation

Dallas based La Quinta Corporation (NYSE: LQI) and its controlled
subsidiary La Quinta Properties, Inc., a leading limited service
lodging company, owns, operates or franchises over 370 La Quinta
Inns and La Quinta Inn & Suites in 33 states.  Other information
about La Quinta is available  at http://www.LQ.com/

                         *    *    *

As reported in the Troubled Company Reporter's December 22, 2003
edition, Fitch Ratings affirmed the senior unsecured ratings La
Quinta at 'BB-', and has revised the Rating Outlook to Stable from
Negative.

The ratings reflect La Quinta's sizable and geographically diverse
asset base of owned hotel properties, healthy liquidity, improved
capital structure, and strong track record in a challenging
environment. Risks include significant debt levels, minimal free
cash flow generation, potential acquisitions and limited brand
recognition.

The change in Outlook reflects LQI's improved capital structure,
stronger business profile, and recent strengthening of lodging
fundamentals. Overhang to the rating and Outlook is LQI's stated
priority of making a strategic acquisition with net proceeds of a
recent equity issuance. In the event proceeds are used to further
improve its capital structure, Fitch would likely review the
rating and/or outlook for possible upgrade.


MARYLBONE ROAD: Fitch Affirms Class A-3L Notes Rating at BB+
------------------------------------------------------------
Fitch Ratings took actions on Marylebone Road CBO I, Ltd. and
Marylebone Road CBO II, Ltd. Both are collateralized bond
obligations backed predominantly by investment grade bonds.

The following securities have been affirmed:

     Marylebone Road CBO I, Ltd.

        --Class A-1L notes affirm at 'AAA';
        --Class A-2L notes affirm at 'BBB-'.

     Marylebone Road CBO II, Ltd.

        --Class A-1L notes affirm at 'AAA';
        --Class A-2L notes affirm at 'AA';
        --Class A-3L notes affirm at 'BB+'.

Marylebone Road CBO I, Ltd. and Marylebone Road CBO II, Ltd are
collateralized debt obligations that were established on December
29, 2000 and April 11, 2001, respectively. The CDO's are backed
predominantly by investment grade bonds and loans, and attain
credit exposure to the investment grade portfolio via a credit
swap with Abbey National Financial Products.

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio. Marylebone Road CBO I, Ltd. and
Marylebone Road CBO II, Ltd. have not experienced any significant
credit migration and have had minimal change in the weighted
average rating factor; along with no additional credit events to
date. Additionally, all excess spread is currently trapped within
both CDO's, providing for improvement in the par coverage tests.

Fitch will continue to monitor this transaction.


MEROE CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Meroe Contracting & Supply Company
        6944 West Snowville Road
        Brecksville, Ohio 44141-3216

Bankruptcy Case No.: 04-11962

Type of Business: The Debtor is a general contractor.

Chapter 11 Petition Date: February 20, 2004

Court: Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Kenneth J. Freeman, Esq.
                  515 Leader Building
                  526 Superior Avenue
                  Cleveland, OH 44114-1903
                  Tel: 216-771-9980
                  Fax: 216-771-9978

Total Assets: $1,461,945

Total Debts:  $2,140,560

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Fifth Third Bank              Guarantor for             $587,000
1404 E. Ninth Street          monies loaned to JS
Cleveland, OH 44114           Land Holding LLC

Ohio Structures, Inc.         Material supplier         $146,088

Miller Cable Co.              Trade creditor            $127,596

State Highway Supply, Inc.    Material supplier          $75,878

Delta Railroad Construction   Material supplier          $60,420
Inc.

Allega Concrete Corporation   Material supplier          $42,215

Youngstown Bridge & Iron Inc  Material supplier          $34,866

Textron Financial             Monies loaned              $32,859
Corporation

All Erection & Crane Rental   Material Supplier          $30,982
Corp.

Advanta Business Cards        Credit card                $30,014
                              purchases

Pier & Associates, Inc.       Material supplier          $28,607

B & B Wrecking & Excavating   Trade creditor for         $27,736
                              VA projects

Columbus Equipment Co.        Equipment rental           $24,079

Columbus Equipment Rentals    Equipment rental           $24,079

Enterprise Capital &          Consulting services        $23,411
Business Advisors, Inc.

Waco Scaffolding and          Trade creditor             $22,937
Equipment

Bank One                      Monies loaned              $20,306

Advanced Wizards              Trade creditor             $17,856

Short Steel Erection          Trade creditor             $15,948

Ohio Laborers Fringe Fund     Contributions to           $15,200
                              union employee
                              benefit plan


MESA AIR: Selected for Additional Essential Air Service Routes
--------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) announced that its Air Midwest
subsidiary had been selected by the US Department of
Transportation to provide subsidized essential air service to the
communities of Manhattan and Salina, Kansas, as well as Lewisburg,
West Virginia.

The two year contracts will compensate Mesa with an annual subsidy
of $721,605 for service consisting of 18 round trips per week from
Manhattan and Salina to Kansas City, MO.  Mesa had been receiving
an interim subsidy rate of $536,237 annually for Salina since
April 1st of this year.  Mesa has previously received no
compensation for its Manhattan service.

In addition, Mesa was selected to provide service from Lewisburg,
WV to Charlotte, NC with seven roundtrips per week, five weekly
roundtrips to Washington's Dulles Airport, and two weekly
roundtrips to Pittsburgh, PA. Total subsidy for this flying will
be $540,579 annually.  Mesa has previously received no subsidy for
its flying in Lewisburg.

"We are delighted to be selected as the air service provider in
these cities for the next two years.  We will continue to work
hard to provide excellent customer service while maintaining a
reliable link to the national transportation system for these
communities.  Expansion of our participation in the Essential Air
Service Program continues to be an important goal of our Air
Midwest subsidiary.  We are particularly excited to return to the
Dulles market and look forward to expanding our service there in
the future," said Jonathan Ornstein, Mesa Air Group's Chairman and
Chief Executive Officer.  "We will continue to work with both
Regional Aviation Partners (RAP) and the Regional Airline
Association (RAA) to assure the continuation of the Essential Air
Service Program without which many rural communities would lose
all air service."

Mesa currently operates 162 aircraft with 1,012 daily system
departures to 151 cities, 40 states, the District of Columbia,
Canada, Mexico and the Bahamas.  It operates in the West and
Midwest as America West Express; the Midwest and East as US
Airways Express; in Denver, Los Angeles, and Chicago as United
Express; in Kansas City with Midwest Airlines and in New Mexico
and Texas as Mesa Airlines.  The Company, which was founded in New
Mexico in 1982, has approximately 4,400 employees.  Mesa is a
member of the Regional Airline Association and Regional Aviation
Partners.


MICROCELL TELECOMMS: S&P Assigns Low & Junk-Level Debt Ratings
--------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B-' senior
secured debt ratings to the first priority debt of Microcell
Telecommunications Inc.'s proposed bank facility. Standard &
Poor's also assigned its 'B-' senior secured debt rating to the
C$50 million revolver and tranche A (C$200 million equivalent)
portions of Microcell Solutions Inc.'s credit facility and its
'CCC-' senior secured debt ratings to the tranche B (C$200 million
equivalent) portion of the facility. Proceeds will be used to
refinance Microcell's existing bank debt. At the same time, the
'CCC+' long-term corporate credit ratings on Microcell Solutions
and its parent Microcell Telecommunications were affirmed. Should
the transaction close as planned, the new ratings will be assigned
and existing ratings on the current bank facility will be
withdrawn. The outlook is developing.

The senior secured debt is notched up from the corporate credit
rating reflecting Standard & Poor's assessment that there is a
likelihood of full recovery--100% of principal--for that debt
class. The second priority debt is notched down two notches from
the corporate credit rating reflecting Standard & Poor's
established guidelines for distinguishing between the relative
recovery prospects of a company's issues. For non-investment-grade
companies, Standard & Poor's always notches down two notches if
the priority debt is greater than 30% of the adjusted capital
structure. The guidelines are designed only to identify the
relative ranking of issues, and notching down expressly does not
seek to predict specific recovery levels.    

The ratings on national wireless operator Microcell reflect the
company's high degree of business risk within the Canadian
wireless industry as compared with the three other national
operators (Bell Mobility, Rogers Wireless Inc., and Telus
Mobility). The ratings also reflect a weak financial risk profile,
given the company's limited liquidity and ability to generate cash
from operations. "Although Microcell's leverage is moderate, even
with the incremental debt, the company's EBITDA base is small, and
available liquidity is limited, which will restrict future
growth," said Standard & Poor's credit analyst Joe Morin. "With
the new bank facility, Microcell will add approximately C$65
million in debt to its balance sheet, with proceeds to be used for
capital expenditures and working capital," Mr. Morin added.

The developing outlook reflects Standard & Poor's view that
Microcell has a number of operational challenges it must address
to ensure the long-term sustainability of its business plan.
Microcell has demonstrated some encouraging progress in reducing
churn and increasing subscribers in the two most recently reported
quarters; however, the company must demonstrate its ability to
sustain this over a period of time, before a positive resolution
of the developing outlook will occur. Inability to perform in
the competitive, but growing, Canadian wireless market could
result in a downward revision to the ratings or outlook on the
company. Based on initial results for Microcell's City Fido
offering in Vancouver, the product could prove promising if rolled
out in other major Canadian cities.


MICROCELL: Secures Commitments for C$450 Million Bank Financing
---------------------------------------------------------------
Microcell Telecommunications Inc. (TSX: MT.A, MT.B) received bank
financing commitments in an aggregate principal amount equivalent
to C$450 million for its wholly owned subsidiary, Microcell
Solutions Inc., from a syndicate of lenders led by J.P. Morgan
Securities Inc. and Credit Suisse First Boston. The commitments
are subject to the completion of definitive documentation.

The proceeds will be used mainly to repay borrowings under the
existing senior secured credit facilities. The outstanding amount
as of December 31, 2003 was approximately C$325 million. The new
credit facilities will also provide greater financial flexibility
by adding approximately C$100 million of incremental cash
availability, which will be used to fund capital expenditures as
well as for general corporate purposes.

The new facilities will consist of a six-year C$50 million first
lien revolving credit facility, a seven-year C$200 million first
lien term loan, and a seven-and-a-half-year C$200 million second
lien term loan. Both term loans will be denominated in U.S.
dollars, and will be available in a single drawing on the closing
date of the transaction, while the revolving credit facility will
be denominated in Canadian dollars. Loan pricing is expected to
be LIBOR plus 4% for the revolving credit facility and the first
lien term loan and LIBOR plus 7% for the second lien term loan.
The loan pricing for the second lien term loan includes a LIBOR
floor of 2%. The credit facilities will be guaranteed by
Microcell Telecommunications Inc., and will be secured by a
pledge on substantially all the assets of the Company.

"We are pleased to have obtained commitments for the refinancing
of our secured bank debt, which was oversubscribed and done at
terms and conditions favourable to the Company," said Jacques
Leduc, Chief Financial Officer and Treasurer of Microcell
Telecommunications Inc. "We believe the incremental proceeds will
provide us with additional financial flexibility to pursue
value-creating growth opportunities. The success we had in
obtaining commitments for this refinancing transaction
demonstrates the support for our business plan in the investment
community and reflects the strength of our post-recapitalization
operating and financial results, which in many cases have
exceeded expectations. With a fortified balance sheet, we will be
even better positioned financially to drive significant future
subscriber and revenue growth and to capitalize on the successful
City Fido(TM) launch in Vancouver."

The facilities were arranged jointly by J.P. Morgan Securities
Inc. and Credit Suisse First Boston, with J.P. Morgan acting as
sole bookrunner and administrative agent and Credit Suisse First
Boston acting as syndication agent. The Company expects the
transaction to close before the end of the first quarter of 2004.

Microcell Telecommunications Inc. (S&P, CCC+ Long-Term Corporate
Credit Rating Affirmed, Outlook Developing) is a major provider,
through its subsidiaries, of telecommunications services in Canada
dedicated solely to wireless. Microcell offers a wide range of
voice and high-speed data communications products and services to
over 1.2 million customers. Microcell operates a GSM network
across Canada and markets Personal Communications Services (PCS)
and General Packet Radio Service (GPRS) under the Fido(R) brand
name. Microcell has been a public company since October 15, 1997,
and is listed on the Toronto Stock Exchange.


MIRANT CORP: Receives Clearance for Pepco Energy Settlment Pact
---------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure and Section 365 of the Bankruptcy Code, the Mirant Corp.
Debtors sought and got the Court to approve and authorize:

   (i) an Agreement and Release, dated December 24, 2003, with
       Pepco Energy Services, Inc.; and

  (ii) as part of the Settlement Agreement, the rejection of the
       GSA Confirmation, dated March 28, 2003, as amended and
       restated on May 6, 2003, between Pepco and Mirant
       Americas Energy Marketing LP.

On March 28, 2003, Pepco and MAEM entered into a Master Power
Purchase and Sale Agreement.  The Power Agreement established the
contract under which the GSA Confirmation was derived.

On August 27, 2003, the Debtors assumed the Power Agreement,
exclusive of the GSA Confirmation.  Pepco and the Debtors executed
a counterparty assurance agreement that excluded the GSA
Confirmation from the Final Trading Order, but acknowledged the
disagreement between them regarding the status of the GSA
Confirmation.

Under the GSA Confirmation, MAEM agreed to sell and deliver
wholesale full-requirements power, at a fixed price per megawatt
hour, to over 120 General Services Administration accounts in
Maryland and Washington D.C. areas.  Pepco provided the
information relating to the Customer Accounts to MAEM.  Service
pursuant to the GSA Confirmation began at the meter read date in
April or May 2003 and was to expire on the last meter read date
in May 2004.

Pursuant to the GSA Confirmation, Pepco is currently holding
$4,000,000 as cash collateral to secure the Debtors' obligations
under the GSA Confirmation.

MAEM originally entered into the GSA Confirmation to mitigate the
Debtors' exposure under the Transition Power Agreements with
Potomac Electric Power Company.  However, since entering into the
GSA Confirmation, the pricing under the TPA Agreements has
increased and the Court has approved the assumption of the revised
TPA Agreements with the more favorable TPA Price.  Pursuant to the
pricing in the GSA Confirmation, the Debtors will receive
$6,000,000 less during the period of January 2004 to May 2004 than
they would receive pursuant to the TPA Price.

The parties reached an agreement on these terms:

   * The Debtors will reject the GSA Agreement;

   * The Debtors will provide electric supply for the Customer
     accounts at process provided for in the GSA Confirmation
     through December 31, 2003.  From January 1, 2004 through
     February 9, 2004, the Debtors will provide electric supply
     for the Customer Accounts at the TPA Price:

     (a) $32.60/MWh with respect to the Transition Product
         delivered to Customer Accounts in the State of
         Maryland; and

     (b) $35.70/MWh with respect to the Transition Product
         delivered to Customer Accounts in Washington, D.C.;

   * Pepco will coordinate the transition of the Customer
     Accounts to Potomac, the electric distribution company in
     which the Customer Accounts are located, in the most
     efficient and cost effective manner possible, to be
     completed no later than the conclusion of the Transition
     Period, with the limited exception of specified Customer
     Accounts that will remain with Pepco and for which the
     Debtors will have no obligation after the meter read dates
     for the two Customer Accounts;

   * Pepco's claims will be limited to these prepetition and
     rejection damages:

     -- the difference between the TPA Price applied during
        the Transition Period and the GSA Confirmation; plus

     -- $304,821 representing prepetition amounts due under
        the GSA Confirmation;

   * Pepco will also receive $1,150,000, representing its lost
     value from the GSA Transaction and costs that Pepco will
     incur as a result of the transition of the Customer
     Accounts to the EDC, not otherwise recoverable as rejection
     damages;

   * The Pepco Claim will be satisfied from the Cash Collateral
     after the expiration of the Transition Period.  Pepco will
     return the remainder of the Cash Collateral -- which the
     Debtors expect to be approximately $1,450,000 -- to the
     Debtors upon full satisfaction of the PES Claims;

   * The parties will mutually release of all claims and
     potential claims, including avoidance action claims arising
     under the Bankruptcy Code, relating to or arising from any
     proposed amendment, rejection, breach of, or default under
     the GSA Confirmation; and

   * Any amounts owing to Pepco as a result of the Debtors'
     failure to make any payment to PES related to a True-up or
     Debtors' failure to perform any obligation under the GSA
     Confirmation prior to the date of rejection or under the
     Settlement Agreement after the date of the Settlement
     Agreement will be allowed as an administrative claim under
     Section 503(b) of the Bankruptcy Code. (Mirant Bankruptcy
     News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
     215/945-7000)


NAT'L CENTURY: Provident Bank Pushes for a Chapter 11 Trustee
-------------------------------------------------------------
The Provident Bank asks the Court to appoint a trustee in each of
these Chapter 11 cases of the National Century Debtors:

   -- National Century Financial Enterprises, Inc.,
   -- NPF-LL, Inc.,
   -- NPF-SPL, Inc.,
   -- NPF X, Inc., and
   -- NPF Capital, Inc.

According to Yvette A. Cox, Esq., at Bailey Cavalier, in
Columbus, Ohio, Provident was a prepetition lender of certain of
the Debtors pursuant to the terms of a certain Second Amended and
Restated Loan and Security Agreement and related documents.  
Pursuant to the Loan Documents, NCFE, NPF-LL, NPF-SPL and NPF
Capital were borrowers and NPF X guaranteed all of their
obligations to Provident.  Provident's claims are secured by the
Debtors' various assets.  Provident is an unsecured creditor of
NPF X based on NPF X's guaranty.

Ms. Cox argues that the Debtors' Plan makes it clear that the
interests of NCFE, et al., on the one hand, are in direct
conflict with the interests of the other jointly administered
Debtors, particularly NPF XII, Inc. and NPF VI, Inc., on the
other hand.  The conflict of interest faced by the professionals
employed in these cases has manifested itself in a pattern of
protecting the interests of NPF XII and NPF VI at the expense of
the remaining NCFE Consolidated Debtors.

A central component to the Plan is the substantive consolidation
of the estates of all Debtors, except the estates of NPF VI and
NPF XII.  The proposed substantive consolidation has the effect
of, and perhaps the primary purpose of, facilitating what the
Plan refers to as the Noteholder Deficiency Claim Settlement.  
The Noteholder Settlement generally provides that the NPF VI and
NPF XII creditors, in the aggregate, will hold a general
unsecured claim in the Debtors' estates in the aggregate amount
of $2,609,891,501, plus additional amounts arising from allowed
Avoidance Recovery Claims.

With certain exceptions, the assets of all the Debtors are to be
consolidated and transferred to what the Plan denominates as the
Unencumbered Assets Trust.  The holders of the Noteholder
Deficiency Claims would share pro-rata in the assets of the
Unencumbered Assets Trust with all creditors of the various
estates of the Debtors.

Ms. Cox notes that for no other stated reason than the fact that
individual noteholders and NPF VI and NPF XII asserted "claims"
and "theories" of liability against the NCFE Consolidated
Debtors, the professionals who owe fiduciary responsibilities to
the Debtors agreed to accept a liability on behalf of each of the
NCFE Consolidated Debtors in excess of $2,600,000,000.  The sole
stated rationale for these provisions of the Noteholder
Deficiency Claim Settlement are the size of the Noteholder
Deficiency Claims.

There is no evidence that an independent examination of the
Noteholder Deficiency Claims was conducted from the specific
perspective of the NCFE Consolidated Debtors, Ms. Cox contends.  
There is no fiduciary to assess and assert any potential defenses
on behalf of the NCFE Consolidated Debtors to the Noteholders'
"claims" or their "theories" of liability.  In fact, Ms. Cox
emphasizes, there is no fiduciary that was in a position to
exercise undivided loyalty to the estates of NCFE, NPF-LL, NPF-
SPL, NPF Capital or NPF X.  The Debtors' fiduciaries were not in
any position to make impartial investigations and decisions
relative to the Plan, in general, and the Noteholder Deficiency
Claim Settlement and substantive consolidation in particular.  

Ms. Cox points out that the fiduciaries for the Debtors' estates
have focused on protecting and promoting the interests of the
estates of NPF VI and NPF XII and their creditors at the expense
of the estates of the NCFE Consolidated Debtors and their
creditors.  As a fiduciary, a debtor-in-possession must avoid any
actual or potential conflicts of interest.  When conflicts of
interest raise doubts as to the fidelity of a debtor's
management, courts have found a trustee necessary to protect the
creditors' interests.  By the nature of the circumstances, these
fiduciaries are in no position to exercise undivided loyalty to
the rights of all interested parties.  Thus, Ms. Cox maintains,
cause exists for the appointment of Chapter 11 Trustee in each of
the bankruptcy cases of NCFE, NPF-LL, NPF-SPL and NPF Capital.
(National Century Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NAVISITE INC: Amends Silicon Valley Bank Financing Pact
-------------------------------------------------------
On January 30, 2004, NaviSite, Inc. entered into a First Loan
Modification Agreement, between Silicon Valley Bank, NaviSite,
ClearBlue Technologies Management, Inc., Avasta, Inc., Conxion
Corporation and Intrepid Acquisition Corp. The agreement amended
NaviSite's accounts receivable financing agreement with Silicon
Valley Bank, among other things, to: (i) base future borrowings on
monthly recurring revenue; (ii) increase the maximum borrowing
level from $10.0 million to $12.8 million; and (iii) extend the
term until January 29, 2006. On February 2, 2004, NaviSite had an
outstanding balance under the amended agreement of approximately
$7.0 million.

In connection with the agreement, NaviSite issued a warrant to
Silicon Valley Bank for the purchase of 50,000 shares of common
stock at an exercise price of $5.75 per share. The warrant shall
be exercisable at any time on, or after, September 1, 2004.
Pursuant to the terms of a Registration Rights Agreement, dated
January 30, 2004, between NaviSite and Silicon  Valley Bank,
NaviSite also granted certain registration rights to Silicon
Valley Bank with respect to the shares of common stock issuable
upon exercise of the warrant.

Founded in 1997, NaviSite, Inc, (Nasdaq SC: NAVI) is a leading
provider of application, messaging and infrastructure management
services for more than 800 customers consisting of mid-market
enterprises, divisions of large multinational companies, and
government agencies. For more information, visit:

                http://www.navisite.com/  

                        *   *   *

In its recent SEC Form 10-Q Filing, the company reported:

"Our cash and cash equivalents decreased to approximately $2.9
million at October 31, 2003 from approximately $3.9 million at
July 31, 2003. Net cash used in operating activities was
approximately $3.2 million for the period ended October 31, 2003,
resulting primarily from net losses, increases in accounts
receivable, decreases in accrued expenses and deferred revenue
partially offset by depreciation, amortization and non-cash
impairment charges. Net cash provided by investing activities was
approximately $0.4 million for the period ended October 31, 2003,
resulting primarily from reductions of restricted cash offset by
purchases of property and equipment. Net cash provided by
financing activities was approximately $1.9 million for the period
ended October 31, 2003, resulting primarily from borrowings from
our accounts receivable financing line partially offset by
repayment of capital lease obligations.

"At October 31, 2003, we had a working capital deficit of $14.8
million, an accumulated deficit of $422 million, and have reported
losses from operations since incorporation. We anticipate
incurring additional losses throughout our current fiscal year. We
have taken several actions we believe will allow us to continue as
a going concern through July 31, 2004, including the closing and
integration of strategic acquisitions, the change in our Board of
Directors and senior management and bringing costs more in line
with projected revenues. Based upon our cash flow estimates we
believe that we will more than likely need to raise funds to meet
our anticipated needs for working capital and capital expenditures
for the remainder of fiscal year 2004. Our cash flow estimates are
based upon attaining certain levels of sales, maintaining budgeted
levels of operating expenses, collections of accounts receivable
and maintaining our current borrowing line with Silicon Valley
Bank among other assumptions, including the improvement in the
overall macroeconomic environment. However there can be no
assurance that we will be able to meet such assumptions. Our sales
estimate includes revenue from new and existing customers which
may not be realized and we may be required to further reduce
expenses if budgeted sales are not attained. We may be
unsuccessful in reducing expenses in proportion to any shortfall
in projected sales and our estimate of collections of accounts
receivable may be hindered by our customers' ability to pay.

"We believe that we will more than likely need to raise funds
through the issuance of equity or convertible debt securities, or
through credit arrangements with financial institutions. If we are
required to raise money in the future and we experience difficulty
doing so, our business will be materially adversely affected. The
accompanying consolidated financial statements have been prepared
assuming NaviSite will continue as a going concern and, as such,
do not include any adjustments that may result from the outcome of
these uncertainties."


NEBRASKA BOOK: S&P Cuts Rating to B over Increased Debt Leverage
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nebraska Book Co. Inc. and its parent, NBC Acquisition
Corp., to 'B' from 'B+'. The downgrade reflects increased debt
leverage as a result of the proposed recapitalization associated
with the purchase of NBC by Weston Presidio.

Also, Standard & Poor's assigned its 'CCC+' rating to NBC's
proposed $190 million senior subordinated notes due 2012 and NBC
Acquisition Corp.'s senior discount debentures due 2013 (both
under Rule 144a with registration rights).

In addition, NBC's secured bank loan was assigned a 'B' rating and
a recovery rating of '3', indicating the expectation for a
meaningful recovery of principal (50%-80%) in the event of a
default.

In an agreement dated Feb. 4, 2004, Weston Presidio Capital and
members of the management team agreed to purchase NBC Acquisition
Corp., currently controlled and owned by affiliates of Haas Wheat
& Partners, for $531 million. Upon closing of the acquisition,
Weston Presidio will own 89% of the company and NBC's management
will own 11%. The transaction is being financed with $165 million
of new funded senior secured bank debt, $190 million of new senior
subordinated notes, $50 million of holding company discount notes,
and $141 million of new and rollover equity contributed by Weston
Presidio and management. Concurrent with the acquisition, NBC will
tender for its existing bonds and refinance its existing bank
debt.

"The ratings on NBC reflect the company's relatively small size,
lack of business diversification, high leverage, and weak credit
protection measures," said Standard & Poor's credit analyst Robert
Lichtenstein. "These factors are somewhat offset by the company's
established market position in the used textbook business and
favorable industry growth prospects."

NBC maintains a leading position, along with Follett Campus
Resources and MBS Textbook Exchange, among used college textbook
wholesalers -- each has about a 30% market share. Prospects for
the sector are favorable because of growing college enrollment,
and used books are gaining share in the total textbook market.
However, the company's lack of scale and business diversification
leaves NBC vulnerable to changes in the market environment.


NET PERCEPTIONS: Obsidian Extends Common Stock Exchange Offer
-------------------------------------------------------------
Obsidian Enterprises, Inc. (OTC Bulletin Board: OBDE), a holding
company headquartered in Indianapolis, announced that it has
extended its exchange offer for the common stock of Net  
Perceptions, Inc. (Nasdaq: NETP) until 5:00 p.m., New York City
time, on Wednesday, March 17, 2004. Obsidian also announced that
one condition to the exchange offer, that Net Perceptions not take
further action in connection with its proposed plan of
liquidation, has been waived, but only to the extent of actions
taken to date. Other terms and conditions of the exchange offer
remain unchanged.

Obsidian commenced its offer on December 15, 2004 to exchange 1/25
share of common stock of Obsidian for each share of common stock
of Net Perceptions, with cash to be paid in lieu of fractional
shares of Obsidian. Obsidian currently does not own any of the
outstanding shares of Net Perceptions. The offer was scheduled to
expire at 5:00 p.m., New York City time, on February 20, 2004. As
of the close of business on February 19, 2004, based on
information received from the exchange agent, approximately
415,864 Net Perceptions shares had been deposited.

The offer is subject to certain conditions, including that:

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

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

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

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

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

Obsidian also announced that its previously disclosed 1 for 50
reverse stock split became effective for trading purposes on
February 18, 2004. The exchange offer consideration (1/25 share of
Obsidian stock) reflects the reverse stock split.

The identity of the participants in the solicitation (as defined
by Schedule 14A) and a description of their direct or indirect
interests are included under the captions "Other Information" and
"Schedule I - Information Concerning Personals Who May Solicit
Proxies" in the preliminary proxy materials filed by Obsidian with
the SEC on February 17, 2004.

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


NEW MASHPEE ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: New Mashpee Enterprises, Inc.
        dba First Mashpee Enterprises, Inc.
        300 Falmouth Road, Suite 19A
        Mashpee, Massachusetts 02649

Bankruptcy Case No.: 04-10875

Chapter 11 Petition Date: February 5, 2004

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtors' Counsel: Richard J. Cohen, Esq.
                  Richard J. Cohen, P.C.
                  1185 Falmouth Road
                  Centerville, MA 02632
                  Tel: 508-771-6401

Total Assets: $500,000 to $1 Million

Total Debts:  $1 Million to $10 Million

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


NEW WORLD RESTAURANT: Nixes Consulting Pact with Herbert Buchwald
-----------------------------------------------------------------
As described in New World Restaurant Group's Proxy Statement dated
September 10, 2003, effective July 16, 2003, the Company entered
into a consulting agreement with Herbert Buchwald, P.A. to provide
certain legal, consulting and advisory services to the Company.  
The Consulting Agreement provided for a three-year term, but
specifically required the Board of Directors to vote, on or before
the six-month anniversary of the Consulting Agreement, whether to
continue the Agreement.  On January 15, 2004, the Board of
Directors voted not to renew the Consulting Agreement and on
January 29, 2004, determined not to negotiate a new arrangement
for further services.

New World is a leading company in the quick casual sandwich
industry, the fastest growing restaurant segment.  The company
operates locations primarily under the Einstein Bros. and Noah's
New York Bagels brands and primarily franchises locations under
the Manhattan Bagel and Chesapeake Bagel Bakery brands.  As of
September 30, 2003, the company's retail system consisted of
464 company-operated locations, as well as 243 franchised, and 33
licensed locations in 33 states.  The company also operates dough
production and coffee roasting facilities.

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $17 million, and a total shareholders'
equity deficit of about $69 million.


NORTHWEST AIRLINES: Vanguard Windsor Discloses 5.59% Equity Stake
-----------------------------------------------------------------
Vanguard Windsor Funds - Vanguard Windsor Fund beneficially owns
4,787,858 shares of the common stock of Northwest Airlines
Corporation, representing 5.59% of the outstanding common stock of
the airline.  Vanguard holds sole power to vote, or to direct the
vote of, the entire 4,787,858 shares, and shares dispositive
powers over the total number of such shares.

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam,
and approximately 1,500 daily departures.  With its travel
partners, Northwest serves nearly 750 cities in almost 120
countries on six continents.

                        *   *   *

As reported in the February 2, 2004, issue of the Troubled Company
Reporter, Fitch Ratings has assigned a 'B' rating to the $300
million in senior unsecured notes issued by Northwest Airlines,
Inc. The notes carry a coupon rate of 10% and mature in 2009. The
Rating Outlook for Northwest is Negative.

The unsecured rating and the negative rating outlook reflect
Northwest's heavy debt load, high level of cash obligations over
the next few years and the lack of progress toward the achievement
of lower contract pay rates for unionized employees that would
bring the carrier's unit labor costs in line with its restructured
network carrier rivals. If competitive deals on amendable labor
contracts are reached, Northwest should be in a position to
deliver unit operating expenses at the low end of the network
airline peer group. However, progress toward this goal has been
slow. As a result, Northwest faces another year of marginal
profitability and cash flow results in spite of an improving
industry revenue environment.


OGLEBAY NORTON: Files for Chapter 11 Protection in Delaware
-----------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) said that the Company and
its wholly owned subsidiaries have filed voluntary petitions under
chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.

As previously disclosed, the Company has been engaged in
discussions with holders of its Senior Subordinated Notes. The
Company said that just prior to filing it reached an agreement in
principle with a majority of holders of its Senior Subordinated
Notes to exchange their notes for equity. The agreement also
contemplates having them make an investment of new equity.
Further, the Company said it has made substantial progress towards
obtaining a new credit facility that would retire its existing
bank debt. The Company said it believes these events will enable
it to pursue a process to emerge from chapter 11 on an expedited
basis.

Oglebay Norton President and Chief Executive Officer Michael D.
Lundin said, "For months we have been engaged in discussions to
determine the best way to restructure while preserving the
greatest value for all stakeholders. We ultimately concluded that
it was not possible to adequately restructure our long-term debt
outside of court protection. Filing for chapter 11 became the only
viable option to complete the restructuring plan and preserve the
value of the businesses."

He added, "We intend to continue operations without interruption
and fulfill our commitments to our employees, retirees and
customers during the reorganization process. Our goal is to emerge
from court protection as rapidly as possible with a new capital
structure that will enable us to move forward on our strategic
plan for the Company."

The Company also announced that it is seeking immediate interim
bankruptcy court approval of a $75 million debtor-in-possession
(DIP) credit facility from a syndicate led by Silver Point
Finance. The syndicate also includes other members of the
Company's pre-petition bank group. The DIP facility, together with
funds from operations, is expected to provide the liquidity
necessary to enable the Company to meet its obligations to its
suppliers, customers and employees during the chapter 11
reorganization process.

While the Company is in chapter 11, investments in its securities
will be highly speculative. Shares of the Company's common stock
will likely have little or no value, and it is anticipated that
Company shares may be delisted from trading on the NASDAQ National
Market.

               Strategic operating plan in place

Lundin said the Company intends to continue to pursue the
strategic operating plan it put in place over the last two years
but has been unable to execute fully due to the financial issues
it has faced.

"The strategic operating plan is based on our core competencies of
extracting, processing and providing minerals," Lundin said. "As
we have said before, our plan is to expand our current markets and
develop new ones for our limestone and fillers groups while
maximizing the profitability of our sand, lime and marine units.
We are confident in our ability to implement this strategy and
return Oglebay Norton to sustained profitable growth."

Commenting on previously announced plans to sell the Company's
mica and lime operations, Lundin said management is in active
discussions to sell the mica operations. However, he said the
Company has chosen to cease its efforts to sell its lime
operations as nearly all of the potential new equity investors and
new lenders have indicated that they want the Company to retain
the lime business.

                  Factors leading to the filing

Beginning in 1998, Oglebay Norton incurred significant debt in
connection with a series of acquisitions. These acquisitions,
which transitioned Oglebay Norton into a diversified industrial
minerals company, also resulted in a highly leveraged balance
sheet. When the U.S. economy slipped into recession in 2001, the
debt became an increasing financial burden. Over the past three
years, the Company has been impacted particularly by the decline
of the nation's integrated steel industry, rising energy costs and
adverse market conditions in commercial and residential building
materials. Together, these factors resulted in decreased demand
for limestone and mica from the Company's quarries and for the
services of its Great Lakes fleet.

Despite ongoing efforts to cut costs, the Company suffered
operating losses of $18.8 million in 2001, $6.6 million in 2002,
and $31 million in 2003. The continuing losses aggravated the
already significant debt load. As of December 31, 2003, the
Company had approximately $422 million in outstanding funded debt
on 2003 sales and operating revenues of $404 million.

"We had hoped to achieve an out-of-court financial restructuring,
but even with the best efforts of all parties, that proved
impossible to do," said Lundin. "We now must complete the process
under court protection.

"It is important to remember that we have solid businesses,
longstanding customer relationships, and high-quality, proven
long-life reserves. We compete in markets where we have attractive
opportunities and limited competition. We have a strategic
marketing vision, focus and plan that complement our restructuring
efforts. We understand our businesses and their cycles. We have
structured our sales force to match our people's skills with our
business objectives. With the support of our customers, suppliers,
lenders and employees, we are committed to repositioning a
reorganized Oglebay Norton in the marketplace and returning it to
sustained profitability."

Additional information about the filing for creditors and other
parties will be available through a link on the Company Web site
at:  

                  http://www.oglebaynorton.com/

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. The Company has approximately
1,770 full-time and part-time hourly and salaried employees in 13
states.


OGLEBAY NORTON CO: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Oglebay Norton Company
             1001 Lakeside Avenue 15th Floor
             Cleveland, Ohio 44114

Bankruptcy Case No.: 04-10559

Debtor affiliates filing separate chapter 11 petitions:

Entity                                           Case No.
------                                           --------
ONCO Investment Company                          04-10558
Erie Navigation Company                          04-10560
Erie Sand and Gravel Company                     04-10561
Erie Sand Steamship Company                      04-10562
Global Stone Chemstone Corporation               04-10563
Global Stone Corporation                         04-10564
Global Stone Filler Products                     04-10565
Global Stone James River, Inc.                   04-10566
Global Stone Management Company                  04-10567
Global Stone PenRoc, LP                          04-10568
Global Stone Portage, LLC                        04-10569
Global Stone St. Clair, Inc.                     04-10570
Global Stone Tenn Luttrell Company               04-10571
GS Lime Company                                  04-10572
GS PC, Inc.                                      04-10573
Michigan Limestone Operations, Inc.              04-10574
Mountfort Terminal Ltd.                          04-10575
Oglebay Norton Engineered Materials, Inc.        04-10576
Oglebay Norton Industrial Sands, Inc.            04-10577
Oglebay Norton Management Company                04-10578
Oglebay Norton Marine Management Company,        04-10579
    L.L.C.
Oglebay Norton Marine Services Company,          04-10580
    L.L.C.
Oglebay Norton Minerals, Inc.                    04-10581
Oglebay Norton Specialty Minerals, Inc.          04-10582
Oglebay Norton Terminals, Inc.                   04-10583
On Coast Petroleum Company                       04-10584
ON Marine Services Company                       04-10585
Onco WVA, Inc.                                   04-10586
ONMS Management Company, LLC                     04-10587
ONTEX, Inc.                                      04-10588
Saginaw Mining Company                           04-10589
Texas Mining, LP                                 04-10590

Type of Business: The Debtor mines, processes, transports and
                  markets industrial minerals for a broad
                  range of applications in the building
                  materials, environmental, energy and industrial
                  markets. Oglebay is one of the largest producers
                  of lime, limestone, industrial sands and
                  muscovite mica in the United States.
                  See http://www.oglebaynorton.com/

Chapter 11 Petition Date: February 23, 2004

Court: District of Delaware

Judge: Joel B. Rosenthal

Debtors' Counsel: Daniel J. DeFranceschi, Esq.
                  Richards, Layton & Finger
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: 302-651-7700
                  Fax: 302-651-7701

Total Assets: $650,307,959

Total Debts:  $561,274,523

Debtor's 50 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wells Fargo Bank Minnesota,   Unsecured Notes       $100,000,000
   N.A.
Wells Fargo Center
MAC N9303
6th Street and Marquette Ave
Minneapolis, Minnesota 55479
Attn: Corporate Trust
Services

Ingalls & Snyder Value        Unsecured Notes        $25,000,000
Partners L.P.
61 Broadway
New York, New York

Pacholder Associates          Unsecured Notes         $7,941,000
8044 Montgomery Road Ste 480
Cincinnati, Ohio 45236

Berlin Financial Ltd.         Unsecured Notes         $7,120,000
23811 Chagrin Boulevard,
Ste 275
Beachwood, Ohio 44122

One Group High Yield Bond     Unsecured Notes         $4,250,000
Fund
1111 Polaris Pkwy, Ste B2
Columbus, Ohio 43240

Airlie Oppurtunity Fund       Unsecured Notes         $3,705,000
Cayman, L.P.
115 East Putnam Avenue
Greenwich, Connecticut 06830

Kent Rhude                    Interest Purchase       $2,436,125
605 W. 37th                   Agreement
Hibbing, Minnesota 55746

Pacholder High Yield Fund,    Unsecured Notes         $2,250,000
Inc.
8044 Montgomery Rd, Ste 480
Cincinnati, Ohio 45236

Toledo Shiprepair Co.         Trade                   $1,100,000
2245 Front St.
Toledo, Ohio 43605

Airlie Oppurtunity Fund       Unsecured Notes         $1,045,000
Cayman LTD
115 East Putnam Ave
Greenwich, Connecticut 06830

Cleveland Shiprepair Co.      Trade                   $1,000,000
1847 Columbus Road Rear
Cleveland, Ohio 44113

John A. Roselli               Interest Purchase         $771,629
7565 Woodspring Ln            Agreement
Hudson, OH 44236-1852

Clutterbuck Investor Group    Unsecured Notes           $655,000
18500 Lake Road, Ste 400
Rocky River, Ohio 441116

Sally Rhude Trust             Interest Purchase         $635,119
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.
605 W. 37th
Hibbing, Minnesota 55746

Rana Rhude Trust              Interest Purchase         $635,119
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.
605 W. 37th
Hibbing, Minnesota 55746

H Hansen Industries           Trade                     $600,000
2824 Summit St.
Toledo, Ohio 43611

Robert Ross Sr.               Interest Purchase         $514,426
230 Pleasant Valley Rd        Agreement
Hibbing, Minnesota 55746

One Group Income Bond Fund    Unsecured Notes           $500,000
1111 Polaris Pkwy, Ste B2
Columbus, OH 43240

Kent Rhude Trust              Interest Purchase         $470,459
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.
605 W. 37th
Hibbing, Minnesota 55746

Cary Rhude Trust              Interest Purchase         $470,459
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.
605 W. 37th
Hibbing, Minnesota 55746

John T. Roselli               Interest Purchase         $428,689
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.
605 W. 37th
Hibbing, Minnesota 55746

Patrick Roselli               Interest Purchase         $428,689
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.
605 W. 37th
Hibbing, Minnesota 55746

Bay Shipbuilding Co.          Trade                     $400,000
Manitowoc Marine Group
605 North Third Ave
P.O. Box 830
Sturgeon Bay Wisconsin 54235

P.W. Frey                     Consulting/Non-           $350,000
257 East Market Street        competition Agreement
York, Pennsylvania 17403

W.S. Frey                     Consulting/Non-           $350,000
257 East Market Street        competition Agreement
York, Pennsylvania 17403

Cary Rhude                    Interest Purchase         $329,321
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.
605 W. 37th
Hibbing, Minnesota 55746

Rana Rhude                    Interest Purchase         $329,321
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.
605 W. 37th
Hibbing, Minnesota 55746

Sally Rhude                   Interest Purchase         $329,321
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.
605 W. 37th
Hibbing, Minnesota 55746

Marine Systems, Inc.          Trade                     $300,000
3801 Clarks River Rd
Paducah, Kentucky 42001

Norfolk Southern Corporation  Trade                     $250,517
110 Franklin Road, SE
Roanoke, Virginian 24042-0041

Linda Ross                    Interest Purchase         $228,634
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.

Robert Ross Jr.               Interest Purchase         $228,634
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.

Dale (Ross) Graham            Interest Purchase         $228,634
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.

Robin Ross                    Interest Purchase         $228,634
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.

Charles Ross                  Interest Purchase         $228,634
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.

US Filter Recovery Services   Trade                     $221,731

Oldcastle Stone Products      Trade                     $209,529

Farrell Cooper Mining Co.     Trade                     $206,440

Grace Jones                   Trade                     $200,691

Ohio CAT, Power Systems       Trade                     $200,000
Division

Knoxville Utility Board       Utility                   $178,065

Harbison Walker               Trade                     $176,598

Inland Detroit Diesel         Trade                     $142,532
Allison

Susan (Ross) Simard           Interest Purchase         $142,896
c/o James Rhude, Sellers'     Agreement
Representative Associates,
Inc.

Quinn Shepherd Rental         Trade                     $137,511
Services

Bulkmatic Transport Co.       Trade                     $137,432

Norfolk and Southern Railway  Trade                     $133,168
Co.

Rogers Township               Trade                     $131,309

Telsmith Inc.                 Trade                     $120,693

Derrick Corporation           Trade                     $115,725


PACIFIC GAS: Pushing for Approval of BNY Stipulation Amendment
--------------------------------------------------------------
Pacific Gas and Electric Company asks the Court to approve a
modification to its stipulation with BNY Western Trust Company,
as successor trustee pursuant to an Indenture dated December 1,
1920, with respect to mortgage bonds issued by PG&E.

Jeffrey L. Shaffer, Esq., at Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, in San Francisco, California, explains that the
modification would provide for PG&E's timely payment of the
principal amount of the 1993 Series G Bonds scheduled to mature
on March 1, 2004, amounting to $310,000,000.

Mr. Shaffer reports that PG&E's obligations under the Indenture
are oversecured.  The total unpaid indebtedness under the 1993
Series G Bonds is $3,000,000,000.  The indebtedness is secured by
a first-priority lien on substantially all of PG&E's assets.  
PG&E reported total assets of $27,800,000,000 as of November 30,
2003 on its most recently filed Operating Report.  On account of
PG&E's solvent status and the confirmation of the Settlement
Plan, there is little doubt that the 1993 Series G Bonds will be
satisfied in full.

According to Mr. Shaffer, the 1993 Series G Bonds accrue interest
at 6.25% per annum.  PG&E expects to make the March 2004
principal payment on the 1993 Series G Bonds using cash currently
held by the estate.  PG&E had a $4,100,000,000 cash balance as of
November 30, 2003.  Mr. Shaffer tells the Court that the payment
will benefit PG&E's estate financially because the 1993 Series G
Bonds accrue interest at a rate significantly in excess of the
current rates being earned by PG&E on its cash balances.  By
contrast, if PG&E fails to timely make the March 2004 principal
payment, it risks being in default under the Indenture and the
negative consequences that may flow from the default.

           The Proposed Modification to the Stipulation

The Stipulation currently provides that:

   "As additional adequate protection hereunder, the Indenture
   Trustee and the Bondholders shall be entitled to the
   payment of accrued and unpaid interest and sinking fund
   payments due and payable under the Indenture (the Pre-
   Petition Indebtedness) on or prior to the Petition Date
   at the prevailing rate in effect under the Indenture.
   Additionally, interest on the Pre-Petition Indebtedness
   shall continue to accrue subsequent to the Petition Date at
   the prevailing rate under the Indenture and shall be
   payable on the terms set forth therein.  Furthermore, any
   and all sinking fund payments that become due subsequent to
   the Petition Date shall be payable on the terms set forth
   in the Indenture.  In addition[,] the principal amount of the
   Bonds scheduled to mature on March 1, 2002 in the
   approximate amount of $333,000,000 shall be payable on the
   terms set forth in the Indenture.  In addition[,] the
   principal amount of the Bonds scheduled to mature on
   August 1, 2003 in the approximate amount of $281,000,000
   shall be payable on the terms set forth in the Indenture."

BNY Western Trust and PG&E agree to modify this provision to add:

   "In addition[,] the principal amount of the Bonds scheduled to
   mature on March 1, 2004 in the approximate amount of
   $310,000,000 shall be payable on the terms set forth in the
   Indenture."

Mr. Shaffer assures the Court that the proposed modification to
the Stipulation is consistent with the Guidelines for Cash
Collateral and Financing Stipulations. (Pacific Gas Bankruptcy
News, Issue No. 71; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


PARMALAT: Court Puts Capital Finance Into Provisional Liquidation
-----------------------------------------------------------------
Parmalat Capital Finance Limited was placed in provisional
liquidation by the Grand Court of the Cayman Islands on December
24, 2003. G. James Cleaver and Gordon I. MacRae of Ernst & Young
Ltd. were appointed as Provisional Liquidators.

A Petition for the winding up of Capital Finance has been
advertised for hearing before the Grand Court on February 27,
2004.

Since their appointment, the Provisional Liquidators have been
seeking to discover and protect the assets of Capital Finance in
the Cayman Islands and elsewhere. Pursuant to a direction from the
Grand Court, on January 21, 2004, the Provisional Liquidators have
entered into an information sharing agreement with Dr. Enrico
Bondi, the Extraordinary Administrator of Parmalat SpA.

                        Cash at bank
    
Capital Finance appears to have no cash balances in the Cayman
Islands.

Elsewhere, the Provisional Liquidators have so far only been able
to discover a credit balance of US$378,279.38 in a bank account in
New York. The bank in question claims a lien over the account.

                Bonlat Financing Corporation

As at September 30, 2003, Capital Finance's nominal ledger, which
may or may not be reliable, disclosed a balance of
US$6,978,834,454 due to Capital Finance from its wholly-owned
subsidiary, Bonlat.

This sum includes at least US$15,164,277 of payments made by
Capital Finance on Bonlat's behalf to third parties. The
Provisional Liquidators are investigating the reasons for these
payments.

The Provisional Liquidators have so far been unable discover any
cash at bank belonging to Bonlat either in the Cayman Islands or
elsewhere.

    Balances appearing due from other Parmalat Group companies

As at September 30, 2003, Capital Finance's nominal ledger, which
may or may not be reliable, disclosed a balance of US$28,948,864
due to Capital Finance from other Parmalat Group companies.

          Balances appearing due from Capital Finance
                to other Parmalat Group Companies

As at September 30, 2003, Capital Finance's nominal ledger, which
may or may not be reliable, disclosed a balance of
US$4,256,406,354 due from Capital Finance to other Parmalat Group
Companies.

         Balances appearing due to third party creditors

As at September 30, 2003, Capital Finance's nominal ledger, which
may or may not be reliable, disclosed a balance of
US$1,112,295,920 due from Capital Finance to third party
creditors.

                    Further information

The Provisional Liquidators, under the direction of the Grand
Court, are continuing their enquiries.

Persons who are creditors of Capital Finance can obtain copies of
the Provisional Liquidators' reports to the Grand Court dated
January 20, 2004 and February 10, 2004 by contacting:

     Eleanor Fisher
     Ernst & Young Ltd.
     PO Box 1102 GT
     Grand Cayman
     Cayman Islands
     Tel: 1 345 946 0081
     Fax: 1 345 946 0082
     Email: Eleanor.Fisher@ky.ey.com


PROTERION CORP: Ability to Continue as a Going Concern Uncertain
----------------------------------------------------------------
Proterion Corporation (AMEX: PRC), a provider of computer-
controlled life sciences instrumentation for particle sizing and
biomolecular characterization of protein molecules,  has
determined to voluntarily delist its common stock from the
American Stock Exchange and to terminate the registration of its
common stock under the Securities and Exchange Act of 1934. The
Company made a request to the American Stock Exchange to
voluntarily delist from the Exchange and the Exchange consented to
the delisting.

The Company has initiated a major cost reduction plan whose main
elements include staff lay-offs, relocation to more efficient
facilities and outsourcing of certain services. The Board of
Directors is evaluating strategic alternatives which could include
further restructuring, assets sales or sale of the entire
business. In the meantime, a major shareholder has provided
interim liquidity but the Company continues to experience
fundamental liquidity and financial problems. There can be no
assurance that the Company will be able to obtain financing
required to continue operations, and there can be no assurance
that the Company will be able to continue as a going concern.

Proterion Corporation said the filings are expected to lead to the
discontinuation of trading in its stock on the AMEX, as well as
the termination of its reporting requirements under the Securities
Exchange Act of 1934. Upon acceptance of its deregistration
application, Proterion will discontinue filing corporate reports,
including Forms 10-Q, 10-K, 8-K, annual reports and proxy
statements, with the SEC.

In approving these actions, the Board of Directors of the Company
cited the following factors:

     (1) the costs associated with maintaining Proterion's status
         as a reporting company are significant and rising, both
         in absolute terms and relative to revenues;

     (2) maintaining such status also requires the diversion of
         other corporate resources, such as management's time,
         away from areas that could improve financial performance;

     (3) the combination of the relatively small number of
         stockholders of the Company, lack of analyst following
         and thin historical trading volume has resulted in a
         practical inability of Proterion to raise funds in the
         capital markets; and

     (4) the recent resignation of the three independent members
         of the Board of Directors has rendered the prospects of
         maintaining the Company's AMEX listing more difficult and
         uncertain than before.

The Company reported that its shares would be eligible for trading
through the "Pink Sheets" -- http://www.pinksheets.com/-- an  
electronic quotation service for over-the-counter securities, on
or around March 18th.

                  About Proterion Corporation

Proterion Corporation designs, manufactures, markets and services
computer-controlled life sciences instrumentation for particle
sizing and biomolecular characterization of protein molecules. The
Company's products, most of which are proprietary or patented,
consist of spectrometers and light scattering laboratory
instruments used for research and product development. These
instruments combine special sampling technologies and multiple
sensor technologies to provide various measurements.
Pharmaceutical, biotechnology, and government-funded research and
development laboratories use the products to understand the
physical attributes of purified protein molecules.


PUBLICARD INC: Reports Additional Recovery of About $5 Million
--------------------------------------------------------------
PubliCARD, Inc. (OTC Bulletin Board: CARD.OB) entered into a
binding agreement to assign to a third party certain insurance
claims against a group of historic insurers.  The claims involve
several historic general liability policies of insurance issued to
the Company.  The terms of the settlement are confidential.  As a
result of the settlement, after allowance for associated expenses
and offsetting adjustments, the Company expects to receive net
proceeds of approximately $475,000 within the next 60 days.

In 2003, the Company executed three additional settlements with
various historic insurers, which resulted in net cash proceeds of
approximately $4.1 million plus an additional net amount of
approximately $500,000 which will be held in escrow for up to
three years.  The Company is also in discussions with other
insurance markets regarding the status of certain historic
policies of insurance.  It cannot be determined whether any
additional amounts may be recovered from these other insurers nor
can the timing of any such additional recoveries be determined.

                     About PubliCARD, Inc.

Headquartered in New York, NY, PubliCARD, through its Infineer
Ltd. subsidiary, designs smart card solutions for educational and
corporate sites. The Company's future plans revolve around a
potential acquisition strategy that would focus on businesses in
areas outside the high technology sector while continuing to
support the expansion of the Infineer business. However, the
Company will not be able to implement such plans unless it is
successful in obtaining additional funding, as to which no
assurance can be given. More information about PubliCARD can be
found on its Web site at http://www.publicard.com/

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $2.4 million, and a total shareholders'
equity deficit of about $1.7 million.


QWEST COMMS: Notebaert and Shaffer to Address Investors Today
-------------------------------------------------------------
Richard C. Notebaert, chairman and CEO, and Oren G. Shaffer, vice
chairman and CFO, will be addressing a small group of analysts and
investors who cover Qwest (NYSE: Q) at a breakfast in New York at
8:00 a.m. EST on Tuesday, February 24. Dick's and Oren's remarks
will be available via a webcast at

           http://www.qwest.com/about/investor/meetings

                          About Qwest

Qwest Communications International Inc. (NYSE: Q) -- whose
March 31, 2003 balance sheet shows a  total shareholders' equity
deficit of about $2.6 billion -- 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/  


REBECCA WILKINSON: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rebecca G. Wilkinson DVM & Associates, PA
         13060 Central Avenue
        Blaine Minnesota 55434

Bankruptcy Case No.: 04-30819

Type of Business: Veterinary services.

Chapter 11 Petition Date: February 13, 2004

Court: District of Minnesota

Judge: Dennis D. O'Brien

Debtor's Counsel: John R. Stoebner, Esq.
                  Lapp, Libra, Thomson, Stoebner & Pusch
                  120 South Sixth Street Suite 2500
                  Minneapolis, MN 55402

Total Assets: $1,730,000

Total Debts:  $1,943,000

Debtor's 18 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
The Professionals Mgmt Group  Trade Debt                 $45,000

C C North Sky Inc.            Trade Debt                 $34,000

Qwest Dex                     Trade Debt                 $33,000

Burns Veterinary Supply       Trade Debt                 $30,000

Merial Ltd                    Trade Debt                 $27,800

Keith Wilkinson               Trade Debt                 $23,000

James Prior                   Trade Debt                 $15,000

Impromed                      Trade Debt                 $12,500

Transamerica Vendor           Trade Debt                 $12,000
Financial

Yellow Book USA               Trade Debt                 $12,000

Unique Screen Ad Productions  Trade Debt                 $12,000

Anoka County                  Trade Debt                 $11,000

Tamara K. Wilkinson           Trade Debt                 $10,000

Marshfield Laboratories       Trade Debt                  $8,000

Midwest Cremation Service MN  Trade Debt                  $5,000

Bayer Animal Hospital         Trade Debt                  $4,500

Pfizer Animal Health          Trade Debt                  $3,500

Pro Vet                       Trade Debt                  $1,700


ROGERS WIRELESS: Closes Private Placement of $750 Million Notes
---------------------------------------------------------------
Rogers Wireless Communications Inc.'s wholly-owned subsidiary
Rogers Wireless Inc. has completed the private placement in an
aggregate principal amount of US$750 million 6-3/8% Senior
(Secured) Notes due 2014.  The offering, which was announced on
February 17, 2004, was made pursuant to Rule 144A and Regulation S
under the Securities Act of 1933, as amended, in the United States
and pursuant to private placement exemptions in certain provinces
of Canada.

Rogers Wireless has also issued notices to redeem on
March 26, 2004 the US$196.1 million principal amount of its 8.30%
Senior Secured Notes due 2007, the US$179.1 million principal
amount of its 8.80% Senior Subordinated Notes due 2007 and the
US$333.2 million principal amount of its 9.375% Senior Secured
Debentures due 2008, together with related redemption premiums.

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

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

                        *   *   *

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


RUSSEL METALS: Will Use $175MM Financing Proceeds to Redeem Notes
-----------------------------------------------------------------
Russel Metals Inc. closed the private placement of US$175 million
aggregate principal amount of 6-3/8% Senior Notes due 2014. As
previously announced, the net proceeds of the offering will be
used to: (i) purchase or redeem all US$115.6 million outstanding
aggregate principal amount of its 10% Senior Notes due
June 1, 2009, (ii) redeem all Cdn$30 million outstanding aggregate
principal amount of its 8% Debentures due 2006, (iii) redeem all
of its outstanding Class II Preferred Shares for an aggregate
redemption price of Cdn$30 million (at $25.00 per share plus
accrued and unpaid dividends), and (iv) pay fees, expenses,
premiums and accrued interest and dividends related to the
foregoing. Russel Metals will use any remaining proceeds to pay
down its existing bank credit facility.

Russel Metals is one of the largest metals distribution companies
in North America. It carries on business in three metals
distribution segments: service center, energy sector and
import/export, under various names including Russel Metals, A.J.
Forsyth, Acier Dollard, Acier Leroux, Acier Loubier, Acier
Richler, Armabec, Arrow Steel Processors, B&T Steel, Baldwin
International, Comco Pipe and Supply, Drummond McCall, Ennisteel,
Fedmet Tubulars, Leroux Steel, McCabe Steel, Megantic Metal,
Metaux Russel, Milspec Industries, Poutrelles Delta, Pioneer
Pipe, Russel Leroux, Russel Metals Williams Bahcall, Spartan
Steel Products, Sunbelt Group, Triumph Tubular & Supply, Vantage
Laser, Wirth Steel and York Steel.

                        *    *    *

As previously reported, Standard & Poor's Ratings Services raised
its ratings on Russel Metals Inc., including the long-term
corporate credit rating, which was raised to 'BB' from 'BB-'. At
the same time, Standard & Poor's assigned its 'BB-' rating to
Russel Metals' proposed US$175 million notes. The rating on the
notes is one notch lower than the long-term corporate credit
rating, reflecting the significant amount of priority debt,
including secured bank lines and subsidiary obligations, which
would rank ahead of the notes in the event of default. The new
notes and the recent C$45 million equity issue will be used to
repurchase the company's US$125 million 10% senior unsecured
notes, C$30 million preferred shares, and C$30 million 8%
subordinated notes. The outlook is stable.

"The upgrade stems from Russel Metals' good financial performance
through a period of difficult conditions in the North American
steel market," said Standard & Poor's credit analyst Donald
Marleau. "The company has strengthened its business profile in
recent years with a steady acquisition strategy, without
materially increasing its financial risk," Mr. Marleau added.


SHAW GROUP: Files Shelf Registration for $500M in Debt and Stock
----------------------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) filed a shelf registration
statement with the Securities and Exchange Commission which will
permit Shaw to offer and sell up to $500 million of common stock,
preferred stock or debt securities. The net proceeds generated
from any future sale of securities will be used for general
corporate purposes.

"With our existing shelf nearly exhausted, we made this filing to
continue to have the necessary mechanisms in place for
facilitating the sustained growth of our company," stated Robert
L. Belk, Executive Vice President and Chief Financial Officer.
"It is our practice to maintain a shelf registration to give us
the flexibility to effectively manage and expand our global
operations and to pursue various opportunities essential for
executing our strategic plan and increasing shareholder value."

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

The Shaw Group Inc. is a leading global provider of engineering,
procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation, and facilities management
services for government and private sector clients in the power,
process, environmental, infrastructure and homeland defense
markets. The Company is headquartered in Baton Rouge, Louisiana,
and employs approximately 15,000 people at its offices and
operations in North America, South America, Europe, the Middle
East and the Asia-Pacific region. For further information, please
visit the Company's Web site at http://www.shawgrp.com/  

                         *    *    *

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

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

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


SHAW GROUP: Opens Baghdad Office to Support Iraqi Initiatives
-------------------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) has opened an office in Baghdad to
support its increasing activity in Iraq including anticipated U.S.
government projects under the $1.5 billion U.S. Central Command
award announced in January 2004. The facility will also support
projects for the Iraqi ministries and other clients located
throughout the Middle East.

The Baghdad office is currently supporting an approximately $47
million task order in Iraq for facility upgrades, installation of
utilities and other infrastructure improvements. The task order
was awarded under the Air Force Center for Environmental
Excellence (AFCEE), Worldwide Environmental Remediation and
Construction services contract. The Shaw Group was selected among
several companies to perform a full range of integrated
environmental and construction services under the AFCEE contract,
which was awarded in December 2003. The new office presently
employs a workforce of approximately 1,200, including Shaw
personnel and Iraqi subcontractors.

"The Shaw Group has focused on forming strong partnerships and a
broad spectrum of capabilities and resources in Iraq. With these
strategic advantages in place, we are now competitively
positioned to win and successfully execute projects in this
region," stated J.M. Bernhard, Jr., Chairman and Chief Executive
Officer. "We are pleased to establish the proper infrastructure
to sustain the anticipated workload and to contribute to the
rebuilding efforts in Iraq."

The Shaw Group Inc. is a leading global provider of engineering,
procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation, and facilities management
services for government and private sector clients in the power,
process, environmental, infrastructure and homeland defense
markets. The Company is headquartered in Baton Rouge, Louisiana,
and employs approximately 15,000 people at its offices and
operations in North America, South America, Europe, the Middle
East and the Asia-Pacific region. For further information, please
visit the Company's Web site at http://www.shawgrp.com/

                         *    *    *

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

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

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


SK GLOBAL AMERICA: Tape Tech Demands Decision on Agreements
-----------------------------------------------------------
Tucker Anthony Private Equity Technology Fund, L.P., a private,
collective investment fund, was organized in January 2000, as a
"fund of funds" in order to invest in new venture capital funds
targeting the Internet and technology markets.  TAPE TECH has
$43,000,000 of committed capital from its limited partners,
including the Debtor, which it has fully committed to a portfolio
of 10 venture capital funds, which have and will continue to
invest in start-up and early-stage companies.  

The underlying venture capital funds are themselves organized as
limited partnerships.  As these funds locate technology companies
in which to invest, they call committed capital from their
limited partners, including TAPE TECH, and TAPE TECH in turn
calls for the capital committed by its limited partners,
including SK Global America Inc.

On August 30, 2000, the Debtor subscribed for a limited
partnership interest in TAPE TECH for $1,000,000, the terms of
which are reflected in a Limited Partnership Agreement and
Subscription Agreement.  Following a pro-rata reduction in TAPE
TECH's fund size, the Debtor's final Commitment was reduced to
$945,274.

The Limited Partnership Agreement provides in relevant part that:

   The Limited Partners understand and agree that the   
   Partnership will, during its term, require additional
   capital in order to purchase Partnership Investments, to
   comply with capital calls in respect of the Partnership
   Investments held by the Partnership in one or more Funds,
   or to repay Partnership borrowings, and the interest
   thereon, incurred to allow the Partnership to meet any one
   or more of the capital calls.

On August 11, 2003 and January 5, 2004, the Debtor defaulted on a
capital call for $28,358 and $42,537, aggregating $70,896.  
Additional capital calls are expected shortly.  The Debtor's
remaining capital commitments under the Agreements currently
total $189,304.  Accordingly, the aggregate of the Defaulted
Capital Calls, plus the Remaining Commitment equals $260,199.

A summary of the Debtor's obligations shows:

  Amount of the Debtor's Original Commitment    $1,000,000
  Commitment After Reduction in Fund Size          945,274
  Paid to date by the Debtor                       685,075
  Capital Calls Currently in Default                70,896
  Remaining Uncalled Commitment                    189,304
  Total to be Contributed                          260,199

In addition to its proof of claim filed on November 17, 2003,
TAPE TECH has, on several occasions, contacted the Debtor's
counsel in writing, by telephone and by e-mail, to ascertain
whether the Debtor intended to assume or reject the Agreements,
honor its obligations, or would agree to a sale of its interest
in the Limited Partnership.

By this motion, TAPE TECH asks the Court to:

   (a) compel the Debtor to assume or reject the Agreements; and

   (b) compel the Debtor to immediately pay to TAPE TECH all   
       postpetition capital contributions now due or hereafter
       accruing under the Agreements.

Since the Petition Date, Robert O. Resnick, Esq., at Posternak
Blankstein & Lund LLP, in Boston, Massachusetts, points out that
the Debtor has not timely performed its obligations and is in
material breach of the Limited Partnership Agreement and
Subscription Agreement.  Pursuant to Section 365(d) of the
Bankruptcy Code, Mr. Resnick asserts that the Court should compel
the Debtor to fulfill its executory contract obligations by
immediately paying all postpetition arrearages under the
Agreements.

The Limited Partnership Agreement, pursuant to its terms, is
subject to the laws of Delaware.  The Laws of Delaware provide
that a limited partner's interest may be assigned if the
partnership agreement so provides or if all the partners consent.
Accordingly, the Limited Partnership Agreement provides that a
limited partner may assign its interest to a third party with the
written consent of the General Partner.

TAPE TECH has indicated to the Debtor that it would cooperate in
the assignment of the Debtor's limited partnership interest to a
qualified investor, and has presented the investor to the Debtor.
The Debtor, however, was unwilling or unable to sell its
interest.

Given the Debtor's unreasonable delay in assuming, assigning, or
rejecting the executory contract, the Court should compel the
Debtor to immediately assume or reject the Agreements, Mr.
Resnick says.

In the alternative, Mr. Resnick continues, TAPE TECH should be
granted relief from the automatic stay to permit it to sell or
otherwise dispose of the Debtor's limited partnership interest
pursuant to the terms of the Agreements.  Cause exists to grant
TAPE TECH relief from stay because the Debtor has failed to
provide it with "adequate protection" within the meaning of
Section 362(d)(1) of the Bankruptcy Code.

The Limited Partnership Agreement provides that in the event a
limited partner fails to make required additional capital
contributions, the General Partner will have the right, among
other things, to arrange a unilateral sale of the delinquent
limited partner's interest, or to purchase the limited partner's
interest.

Under circumstances where the Debtor is not paying its capital
contributions, TAPE TECH's other partners do not receive adequate
protection for their investment in the limited partnership and it
is therefore appropriate to lift the automatic stay to allow this
partnership interest to be sold by TAPE TECH, Mr. Resnick says.

In October 2003, TAPE TECH offered to the Debtor a potential sale
of its interest to an unaffiliated third party that would have
provided, as consideration, for the payment of all outstanding
defaults and the assumption of the Remaining Commitment by the
purchaser.  Allowing TAPE TECH, at that time, to sell and assign
the Debtor's interest would have had the effect of removing from
the Bankruptcy Estate a liability of $260,199.  But the Debtor
did not act on this proposal.

For these reasons, Mr. Resnick asserts that cause exists to
modify the automatic stay to permit TAPE TECH to handle the
disposition of the Debtor's interest in the partnership as
permitted under the Agreements. (SK Global Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SLATER STEEL: Union Okays Concession-Free Pact with Del. Street
---------------------------------------------------------------
Members of the United Steelworkers' Local 4752 have voted 95.3 per
cent in favor of an agreement with Delaware Street Capital, an
important step towards saving hundreds of jobs at insolvent Slater
Steel's Hamilton Specialty Bar operation.

"Our union refused to allow the liquidation and triggered all of
the necessary resources including finding and convincing a new
buyer to purchase Slater," said Steelworkers' Ontario/Atlantic
Assistant Director Marie Kelly. "We began bargaining with Delaware
Street Capital, who advised us that they wanted to purchase our
plant.

"We made it very clear to them from the start that a new
collective agreement would have to be a mirror image of our
current contract and that our retirees would not be sacrificed in
this process."

After four days of round-the-clock bargaining, an agreement was
reached ensuring protection for current members and retirees.

The union is urging the current owners, the banks and the  courts
to facilitate a quick sale to DSC.

The agreement protects current members and retirees' pensions and
benefits. The contract remains intact including:

    -  preservation of contracting out protection;
    -  maintenance of vacations, holidays;
    -  introduction of a new incentive plan;
    -  wage increases through job combinations.

Slater Steel is a mini mill producer of specialty steel products.
The Company manufactures and markets bar and flat rolled stainless
steels, carbon and low alloy steel bar products, vacuum arc and
electro slag remelted steels, mold, tool and die steels and hollow
drill and solid mining steels. Slater Steel filed for Chapter 11
protection on June 2, 2003 (Bankr. Case No. Del. 03-11639).
Daniel J. DeFranceschi, Esq., and Paul Noble Heath, Esq., at
Richards Layton & Finger and Paul E. Harner, Esq., & Mark A. Cody,
Esq. at Jones Day represent the Debtors in their liquidating
efforts.           


SLATER STEEL: A. Finkl Unit to Acquire Canadian Forging Operation
-----------------------------------------------------------------
Slater Steel Inc. (SSI) received from a subsidiary of A. Finkl &
Sons Co. an executed definitive agreement to acquire on a going
concern basis substantially all of the assets of the Company's
Sorel Forge subsidiary. Slater has until March 2, 2004, to accept
the offer. The offer is financially superior to the Company's
previously announced sale agreement with the Tricap Restructuring
Fund. As a result, subject to obtaining the requisite approval of
the Ontario Superior Court of Justice, the Company intends to
accept the Finkl offer. Slater will seek approval of the Court on
March 1, 2004. In accordance with its agreement with the Tricap
Restructuring Fund, Slater will pay Tricap, on the execution of
the agreement with Finkl, a $1.2 million break-up fee as a result
of terminating the transaction.

The transaction is expected to close in March 2004.

Located in Sorel-Tracy, Quebec, Sorel Forge is the largest
integrated open-die forging plant in Canada. Sorel produces mold,
tool and die steels, custom forgings and forged steel bars and is
among the few facilities in the world that is capable of producing
large mold blocks of up to 55,000 pounds. Mold steels are
principally used to produce molds for the plastic injection
industry. Tool and die steels are used by the zinc, aluminum and
die casting industries. Custom forgings, produced in various
shapes and physical properties, are used in the capital goods
industry, typically in heavy machinery for the petrochemical, pulp
and paper, steel, mining, nuclear and hydro-electric power
generation industries. Sorel employs approximately 270 hourly and
salaried employees.

A. Finkl & Sons. Co. is a U.S.-based manufacturer of forging die
steels, plastic mold steels, die casting tool steels and custom
open-die forgings.

Slater Steel is a mini mill producer of specialty steel products.
The Company manufactures and markets bar and flat rolled stainless
steels, carbon and low alloy steel bar products, vacuum arc and
electro slag remelted steels, mold, tool and die steels and hollow
drill and solid mining steels. Slater Steel filed for Chapter 11
protection on June 2, 2003 (Bankr. Case No. Del. 03-11639).
Daniel J. DeFranceschi, Esq., and Paul Noble Heath, Esq., at
Richards Layton & Finger and Paul E. Harner, Esq., & Mark A. Cody,
Esq. at Jones Day represent the Debtors in their liquidating
efforts.           


SPECIALTY FOODS: Expects to Raise $23-Mil. from Private Placement
-----------------------------------------------------------------
Specialty Foods Group Income Fund's (TSX: HAM.UN) indirect
subsidiary, Specialty Foods U.S. Holdings, Inc. (SFG U.S.),
intends to complete a private placement of Exchangeable
Subordinated Debentures. The offering is expected to generate net
proceeds of approximately $23.75 million. The Debentures will have
an aggregate face amount of approximately $27.3 million and will
mature on February 28, 2007. BMO Nesbitt Burns is acting as sole
placement agent for the private placement.

"The completion of the transaction will strengthen Specialty Foods
Group Income Fund's balance sheet and place it in a position to
grow its core operations and maximize shareholder value," stated
Thomas D. Davis, President and Chief Executive Officer of
Specialty Foods Group, Inc.

Net Proceeds from the issuance of the Debentures will be used by
SFG U.S. to purchase additional shares of Class A Common Stock of
Specialty Foods Group, Inc. SFG will use the proceeds to repay a
portion of its working capital facility and for general corporate
purposes.

Holders of the Debentures have the right to exchange the
Debentures for Units of the Fund if the weighted average trading
price of the Units is $10.00 or more over a period of five
consecutive days. Pursuant to this exchange right each Debenture
may be exchanged for 100 Units. The Fund anticipates that
approximately 35,714 Debentures will be issued (each with a face
amount of $765) and therefore, if all Debentures were exchanged
for Units, the holders of the Debentures would receive, in the
aggregate, approximately 3,571,429 Units. On all exchanges of
Debentures, SFG U.S. will have the option to elect to deliver the
equivalent cash value (based upon the then TSX trading price of
the Units of the Fund on the Toronto Stock Exchange), in lieu of
delivering Units.

Interest will accrue monthly on each Debenture at an amount equal
to the greater of (a) the declared distribution per Unit of the
Fund multiplied by 100, or (b) $2.50 per Debenture.

The Debentures can be redeemed by SFG U.S. after October 31, 2005
if the Units trade at a price in excess of $10.00. Upon any
redemption each holder of a Debenture would be paid the face
amount of such Debenture plus accrued and unpaid interest.

At maturity SFG U.S. will be required to pay to the holders an
amount equal to the sum of (1) the face amount of the Debentures,
plus (2) an amount equal to trading price of the Units of the Fund
at that time, multiplied by 100, minus the face amount of the
Debentures.

The Fund also announced that SFG has reached an agreement with its
banks, which is satisfactory to SFG, to amend its senior credit
agreement and senior term note agreement. As previously disclosed,
SFG had been operating under waivers over the last few months.

The offering of the Debentures and the amendment of SFG's bank
agreements are subject to several standard conditions to closing.
The offering is expected to be closed on or about February 23,
2004.

Also, the Fund announced it has declared a cash distribution of
$0.053125 per unit for the period commencing February 1, 2004 and
ending February 29, 2004. The distribution will be payable on
March 30, 2004 to Unitholders of record at the close of business
on February 27, 2004.

Holders of units who are non-residents of Canada will receive
their distributions net of all withholding taxes.

Specialty Foods Group Income Fund is an open-ended, limited
purpose trust established under the laws of the Province of
Ontario, which indirectly holds an interest of approximately 55%
in SFG. SFG is a leading independent U.S. producer and marketer of
premium branded and private-label processed meat products. SFG
produces a wide variety of products such as franks, hams, bacon,
luncheon meats, dry sausage and delicatessen meats. These products
are sold to a diverse customer base in the retail (e.g.,
supermarkets) and foodservice (e.g., restaurants) sectors. SFG
sells products under a number of leading national and regional
brands, such as Nathan's, Swift Premium, Field, Fischer's,
Mosey's, Liguria, Alpine Lace and Scott Petersen as well as on a
private-label basis.

                          *    *    *

It was previously reported that as a result of the dramatic rise
in raw material costs, gross profit margins in the third quarter
declined from 31.6% in 2002 to 27.8% in 2003. Combined with the
effect of higher distribution costs, the Company's EBITDA was $5.0
million lower than the third quarter of 2002.

Due to the negative financial impact of the higher costs, on
November 18, 2003, the Fund announced that it would temporarily
reduce its monthly distribution rate by 50% to Cdn$.053125 from
the target distribution rate of Cdn$.10625.

The negative financial results have also impacted the Company's
credit agreements.  SFG's lenders have been supportive of the
Company during this unusual period, and have granted a waiver of
any covenant violations.  The Company is currently in discussions
with its lenders to permanently amend the credit agreements to
reflect actual and forecasted results, and management believes
that such amendments will be approved.


SPIEGEL: Judge Blackshear OKs Canadian Call Center Lease Agreement
------------------------------------------------------------------
Andrew V. Tenzer, Esq., at Shearman & Sterling LLP, in New York,
informs the Court that Spiegel Group Teleservices-Canada, Inc.,
as a division of the Spiegel Group, provides call center
services, including inbound sales, customer service and Internet
support, for the Merchant Divisions of the Spiegel Group.  At
present, Canadian call centers operate in Saint John, New
Brunswick and Sydney, Nova Scotia.  SGTS-Canada currently employs
1,000 associates in the provinces of New Brunswick and Nova
Scotia and the call centers are projected to handle over
13,000,000 contracts in calendar year 2004.

On June 16, 2003, the Ontario Superior Court of Justice declared
that SGTS-Canada's bankruptcy proceeding is recognized as a
foreign proceeding for purposes of Section 18.6 of the Companies
Creditors Arrangement Act.

                     The Call Center Lease

SGTS-Canada initially entered the Canadian market by establishing
a call center in St. John, New Brunswick in June 2001.  Based on
the success of this operation, SGTS-Canada sought to expand call
center capacity through additional centers.  CB Richard Ellis
Call Center Solutions Group, on behalf of SGTS-Canada, analyzed
suitable markets throughout Canada for additional call centers.
CB Richard targeted the Cape Breton area, identified specific
sites and negotiated agreements with provincial and local
economic development groups, including the New Waterford &
District Economic Renewal Association.  As a result of these
negotiations, SGTS-Canada and New Waterford have agreed on the
terms of a lease for a call center space, which SGTS-Canada will
operate to serve the Merchant Divisions.

Mr. Tenzer notes that the business rationale for expanding call
center services in Canada is cost reduction.  The New Waterford
Center will replace more expensive American call center
operations with a lower-cost Canadian alternative.  Savings are
generated through the favorable exchange rate between American
and Canadian currency, providing a significant reduction in
labor costs, a very favorable lease rate and reasonable access
to a readily available and stable labor force, which provides
flexibility while reducing annual hiring and training expenses.

SGTS-Canada has determined, in its business judgment, that the
New Waterford Center will satisfy SGTS-Canada's customer contact
services requirements for the three Merchant Divisions.  New
Waterford was selected for the availability and quality of its
labor force and because it provides an economic environment
favorable to a cost conscious operation such as SGTS-Canada.

The salient terms of the Call Center Lease are:

   (1) Lease Term: Five years, commencing on the date SGTS-Canada
       commences business in the premises, with SGTS-Canada
       having the option to extend the Original Term for two
       periods of five years each, upon the same terms and
       conditions of the Call Center Lease, other than the fixed
       rent;

   (2) Property: 40,000 square feet of rentable area in a
       building situated on real property located at New
       Waterford, Cape Breton Regional Municipality, in Nova
       Scotia, Canada, together with the use of hallways,
       corridors, lobbies, lavatories, entrances, exits,
       sidewalks, driveways, parking areas and all other areas
       and facilities of the Building and appurtenant land;

   (3) Construction: New Waterford has delivered to SGTS-Canada
       and SGTS-Canada has approved the plans and specifications
       for the construction of the Building and premises to be
       performed by New Waterford, and the construction schedule.
       SGTS-Canada approved the construction contracts entered
       into by New Waterford and the costs incurred in connection
       with the performance of the landlord's work through the
       date of execution of the Call Center Lease.  New Waterford
       has provided an allowance not to exceed CN$4,000,000 to
       cover as much of the Landlord's work as possible.  In the
       event the cost of the Landlord's work exceeds the
       Allowance, SGTS-Canada is responsible for the additional
       cost in an amount to be calculated by a specified formula;

   (4) Base Rental Rate: CN$2 per rentable square foot for the
       Original Term, to be increased to CN$3 and CN$4 per
       rentable square foot at the first and second Extended
       Terms.  The annual fixed rent for the Original Term
       amounts to CN$80,000;

   (5) Taxes, Assessments and Other Impositions: SGTS-Canada must
       pay directly to the taxing authorities, as additional
       rent, all real property taxes and assessments coming due
       during the term under any general or special assessments
       created or imposed during the term;

   (6) Alterations and Improvements: SGTS-Canada will have the
       right to repair, renovate, paint, decorate, recarpet or do
       construction with contractors of SGTS-Canada's choice,
       without New Waterford's approval or payment of supervisory
       fees, as long as it does not materially adversely affect
       the HVAC, structural or electrical systems of the
       Building.  SGTS-Canada may, at its option, remove from the
       premises any furniture, furnishings, trade fixtures,
       business equipment or other personal property that are not
       built into the premises and were installed by New
       Waterford at its expense.  SGTS-Canada will not be
       required to remove any alterations or improvements to the
       Premises; and

   (7) Assignment and Subletting: SGTS-Canada may assign the Call
       Center Lease or sublet the premises in whole or in part at
       any time during the term with the prior written consent of
       New Waterford, not to be unreasonably withheld.  In such
       event, SGTS-Canada will remain primarily liable to New
       Waterford for performance under the Call Center Lease.
       SGTS-Canada may, without New Waterford's consent, assign
       or sublet the premises to any company or entity controlled
       by, in control of, or under common control with SGTS-
       Canada or which acquires all or substantially all of its
       assets or capital stock or with which it merges or
       consolidates.

The construction provided for in the New Waterford Lease will
result in SGTS-Canada incurring capital costs of CN$1,200,000 to
CN$1,500,000.  These construction costs are necessary to complete
the interior build-out of the Building and install the requisite
furniture, fixtures and equipment.  SGTS-Canada believes that to
prepare any existing leased property to function as a call
center, such expenses normally would be incurred for any
facility.  The low annual base rental rate reflects a
negotiated incentive agreement with the provincial economic
development authorities.  SGTS-Canada has chosen to bear these
expenses rather than the landlord creating a customized space on
a "turn-key" basis that typically would be amortized and
reflected in the annual base rental rate.

SGTS-Canada has agreed that, since it is a Canadian entity, the
Property is located in Canada and the lessor of the New Waterford
Lease is located in Canada, the laws of the Province of Nova
Scotia will govern the validity, performance and enforcement of
the New Waterford Lease.

           The Non-Disturbance and Attornment Agreement

In connection with the negotiation of the Call Center Lease,
SGTS-Canada and New Waterford have agreed that the Call Center
Lease's effectiveness is contingent on SGTS-Canada's receipt of
an executed non-disturbance and attornment agreement from the
Enterprise Cape Breton Corporation, a crown corporation
established by an Act of the Parliament of Canada.  Enterprise
Cape is the fee owner of the Property, to whom New Waterford is
tenant under a separate ground lease and to whom SGTS-Canada
would be subtenant under the Call Center Lease.

SGTS-Canada and Enterprise Cape have negotiated the terms of the
Non-Disturbance and Attornment Agreement, with these salient
terms:

   (a) SGTS-Canada's right of possession to the premises and its
       other rights, duties and obligations arising out of the
       Call Center Lease may not be disturbed, modified, enlarged
       or otherwise affected by Enterprise Cape in the exercise
       of its rights or in the performance of its obligations
       contained in the Master Lease.  Furthermore, SGTS-Canada
       may not be named as a party defendant in any proceedings
       resulting from New Waterford's default, and SGTS-Canada
       may not, in any other manner, be deprived of its rights
       contained in the Call Center Lease.

   (b) If on the expiry of the term of the Call Center Lease, or
       any possible Extended Term, the Master Lease should
       terminate, expire or otherwise be terminated, rejected or
       disaffirmed, or if Enterprise Cape should elect to
       exercise its right to re-enter the premises without
       terminating the Master Lease, the Call Center Lease will
       continue as a direct lease between Enterprise Cape and
       SGTS-Canada, upon all the terms, covenants, conditions and
       agreements set forth in the Call Center Lease, and SGTS-
       Canada covenants and agrees to attorn to Enterprise Cape.

   (c) During the Term of the Call Center Lease, Enterprise Cape
       will not:

       * modify or amend the Master Lease without SGTS-Canada's
         prior written consent of which SGTS-Canada may withhold
         or condition in its reasonable discretion; or

       * terminate the Master Lease without SGTS-Canada's prior
         written consent of which SGTS-Canada may withhold or
         condition in its sole and absolute discretion.

SGTS-Canada has determined that entry into the Non-Disturbance
and Attornment Agreement with Enterprise Cape will safeguard its
investments in and rights to use the New Waterford Center in the
event of a termination, expiration, rejection or disaffirmance of
the ground lease between New Waterford and Enterprise Cape.

Thus, by this motion, SGTS-Canada seeks the Court's authority to:

   -- enter into the Call Center Lease; and

   -- enter into the Non-Disturbance and Attornment Agreement.

If a valid business justification exists, the law vests SGTS-
Canada's decision to use property out of the ordinary course of
business with a strong presumption "that in making a business
decision, the directors of a corporation acted on an informed
basis, in good faith and in the honest belief that the action
taken was in the best interests of the company."

SGTS-Canada maintains that sound business reasons have been
demonstrated to permit entry into and performance under the Call
Center Lease.  Due to the favorable exchange rate, location of
the new call center in Canada will allow SGTS-Canada to generate
savings in both labor costs and lease rates.  SGTS-Canada's
decision to locate its new call center in Canada is further
supported by the historical successes of other call centers
currently operating in Canada.  In considering alternatives,
SGTS-Canada, with the assistance of an experienced broker,
selected the New Waterford Center as the location that is in the
best interests of its estate and creditors.  The location
provides SGTS-Canada with access to high quality employees in a
low-cost economic environment and a space that will enable SGTS
Canada to meet their customer contact service requirements.

Moreover, SGTS-Canada believes that sound business reasons have
been demonstrated to permit them to enter into and perform under
the Non-Disturbance and Attornment Agreement.  SGTS-Canada, in
consultation with its advisors, has determined that entry into
the Non-Disturbance and Attornment Agreement would effectively
safeguard its rights under the Call Center Lease while requiring
minimal obligations in return.

                        *    *    *

Judge Blackshear authorizes SGTS-Canada to enter into the Call
Center Lease as subtenant and to execute the Non-Disturbance and
Attornment Agreement. (Spiegel Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


SUN HEALTHCARE: Completes $56.2 Million Equity Financing
--------------------------------------------------------
Sun Healthcare Group, Inc. (OTC BB: SUHG) announced that it has
closed its previously announced private placement of its common
stock and warrants to purchase common stock to institutional and
accredited investors. The Company received gross proceeds of
approximately $56.2 million in the private placement.

The Company sold approximately 4.4 million shares of the Company's
common stock, and warrants to purchase approximately 2.0 million
shares of the Company's common stock (inclusive of warrants paid
to the placement agent). The price paid by investors was $12.70
per unit, except for 155,400 units sold at $12.87 per unit. Each
unit consists of one share of common stock and a warrant to
purchase 0.4 shares of common stock with a warrant exercise period
of five years.

The Company intends to use the net proceeds for general corporate
purposes. "I am greatly pleased by the Company's ability to raise
this new equity capital," said Richard K. Matros, chairman and
chief executive officer of Sun. "Accessing these financial
resources has allowed us to substantially complete the portfolio
restructuring we commenced approximately one year ago, and has
placed the Company in a position to move forward without further
asset sales."

Sun Healthcare Group, Inc., with executive offices located in
Irvine, California, owns SunBridge Healthcare Corporation and
other affiliated companies that operate long-term and postacute
care facilities in many states. In addition, the Sun Healthcare
Group family of companies provides high-quality therapy, home care
and other ancillary services for the healthcare industry.


TIME WARNER: Completes $440 Million Senior Debt Offering
--------------------------------------------------------
Time Warner Telecom Inc. (Nasdaq: TWTC), a leading provider of
managed voice and data networking solutions for business
customers, announced that it has completed an offering of $440
million in aggregate principal amount of Senior Notes issued
by Time Warner Telecom Holdings Inc. ("Holdings"), the Company's
wholly-owned subsidiary.  The net proceeds from the Senior Notes
will be used to permanently retire Holdings' existing senior
secured credit facility, and for general corporate purposes.  In
addition, Holdings has entered into a $150 million five-year
Senior Secured Revolving Credit Facility that will be available
for general corporate purposes, but is presently undrawn.

    The Senior Notes offering consists of:

     -- $240 million of Second Priority Senior Secured Floating
        Rate Notes due 2011 at LIBOR plus 400 basis points;
        guaranteed on a senior secured basis by TWTC and certain
        of TWTC and Holdings' subsidiaries; and

     -- $200 million of Senior Notes due 2014 at 9.25%, guaranteed
        on a senior unsecured basis, by TWTC and certain of TWTC
        and Holdings' subsidiaries.

The Senior Notes were offered and sold to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended, and to non U.S. persons under Regulation S of the
Securities Act.

Time Warner Telecom Inc., headquartered in Littleton, Colo., is a
leading provider of managed network solutions to a wide array of
businesses and organizations in 44 U.S. metropolitan areas that
require telecommunications intensive services.

                        *    *    *

As reported in Troubled Company Reporter's February 5, 2004
Edition, Standard & Poor's Ratings Services assigned its 'B'
rating to Time Warner Telecom Holdings Inc.'s senior secured
second-lien floating-rate notes due 2011 and its 'CCC+' rating to
the company's senior unsecured notes due 2014, which total $800
million in aggregate.

Outstanding ratings on Time Warner Telecom, including the 'B'
corporate credit rating, were affirmed. The outlook was revised to
stable from negative.


TRANSPORTATION TECH: S&P Ups Junk Corporate Credit Rating to B
--------------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit
rating on Chicago, Illinois-based Transportation Technologies
Industries Inc. to 'B' from 'CCC+'. The outlook is stable on the
casting company, which is a large supplier of metal heavy-duty and
medium-duty truck parts and components to the original equipment
and after-market segments.

Standard & Poor's also assigned its 'B' senior secured bank loan
rating and a recovery rating of '2' to TTI's proposed first-lien
credit facility, indicating that there is a strong likelihood that
senior lenders will achieve a substantial (greater than 80%)
recovery of principal from the collateral in the event of default,
with minimal loss expected. At the same time, Standard & Poor's
assigned its 'CCC+' rating and recovery rating of '5' to the
company's proposed second-lien term loan, indicating that senior
lenders can expect marginal to negligible (25% or less) recovery
of principal from the collateral in the event of a default, with
significant loss expected. The proposed facility is expected to
close in early March 2004.

At Dec. 31, 2003, the company had total debt (including the
present value of operating leases) of $327 million.

"The upgrade reflects TTI's improved financial flexibility and
liquidity due to the proposed refinancing, along with expectations
for a solid rebound of end-markets in 2004 and the company's
demonstrated profitability during the recent downturn," said
Standard & Poor's credit analyst Heather Henyon. "Credit measures
are expected to improve."

The proposed senior secured credit facility consists of a $50
million first-lien revolving credit facility, a $115 million
first-lien term loan, and a $100 million second-lien term loan.
The proceeds of the new facility will be used to refinance TTI's
existing senior secured credit facility as well as redeem a
portion of its existing senior subordinated notes (unrated). The
revolving credit facility and first-lien term loan, which mature
in 2009, are secured by a first-priority perfected lien on all
property and tangible and intangible assets and all outstanding
capital stock of the company's subsidiaries (65% of first-tier
foreign subsidiaries). The second-lien term loan matures in 2009
with a bullet payment at maturity, and is secured by a second-
priority perfected lien on all property and tangible and
intangible assets and all outstanding capital stock of the
company's subsidiaries (65% of first-tier foreign subsidiaries).


TRITON AVIATION: S&P Takes Rating Actions on Various Note Classes
-----------------------------------------------------------------  
Standard & Poor's Ratings Services carried out various rating
actions on its credit ratings on all classes of notes issued by
special-purpose entity Triton Aviation Finance.

The rating actions reflect the continuing pressure TAF will face
in the near term to maintain cash flow revenue at adequate levels.

The ratings on both tranches of class C notes are lowered to 'D'
as interest due this month to the class C noteholders has not been
paid.

The ratings on both tranches of class B notes are lowered to 'B'.
Both tranches remain on CreditWatch with negative implications, as
the liquidity available to this class of notes will likely be
drawn on in the coming months. This raises the possibility of an
interest payment shortfall to the class B noteholders in the near
term.

The rating on the class A-1 notes is lowered to 'BBB+' and removed
from CreditWatch, where it was placed Jan. 23, 2004. The outlook
for this class is negative. This downgrade reflects Standard &
Poor's view that the current remarketing task facing TAF, combined
with the number and type of aircraft presently grounded, will have
the effect of increasing the expected maturity on these notes.

The 'A+' rating on the class A-2 notes is affirmed and removed
from CreditWatch, where it was placed Jan. 23, 2004. The outlook
for this class is negative. This class has been paid down to 31%
of its initial balance and has $77.7 million currently
outstanding. Reduced amounts of principal paid to the class A-2
noteholders are expected over the next couple of years, and
therefore its expected maturity will be lengthened.

Standard & Poor's will continue to monitor this transaction and
the CreditWatch placement on the class B tranches.

More information on the TAF transaction can be found on
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/
  
                Triton Aviation Finance
        $720 Million Floating- and Fixed-Rate Notes
   
        ClASS                     RATING
                    TO                        FROM
   
        RATINGS LOWERED AND REMOVED FROM CREDITWATCH
        A-1         BBB+/Negative              A-/Watch Neg
        C-1         D                          CC/Watch Neg
        C-2         D                          CC/Watch Neg
  
        RATING AFFIRMED AND REMOVED FROM CREDITWATCH
        A-2         A+/Negative                A+/Watch Neg
  
        RATINGS LOWERED AND REMAINING ON CREDITWATCH
        B-1         B/Watch Neg                BB/Watch Neg
        B-2         B/Watch Neg                BB/Watch Neg


UAL CORP: Court Appoints Examiner to Investigate Retiree Plan
-------------------------------------------------------------
Bankruptcy court Judge Eugene Wedoff ruled in support of a motion
filed by United Airlines flight attendants, represented by the
Association of Flight Attendants-CWA, AFL-CIO, to appoint an
examiner to investigate United's plan to change retiree medical
benefits for workers who retired before July 1, 2003.

Flight attendants contend United intentionally misled thousands of
workers into ending their careers or retiring early, defrauding
them out of their retirement benefits. AFA's arguments were
supported by the International Association of Machinists and
Aircraft Mechanics Fraternal Association in court.

"The employees and retirees who have sacrificed billions of
dollars annually to see United succeed deserve to know the extent
of management's deception in baiting employees to retire with
false promises of secure and reasonably priced medical benefits,"
said United Master Executive Council President Greg Davidowitch.
"We hope that this ruling encourages United management to drop
their ill-conceived plan, make good on their agreements with
employees, and move forward with the business of the airline."

The court strongly encouraged that the U.S. Trustee appoint an
examiner by Feb. 24 and the examiner will be required to report
back to the bankruptcy court by March 19. The scope of the
investigation aims to determine if United decided to use the
bankruptcy code to pursue changes to retiree medical benefits
prior to July 1, 2003. This date was significant because United
established it as the retirement deadline by which an employee
would have to retire to secure medical benefits. United had not
notified retirees that it intended to pursue changes to these
benefits prior to that date.

Robert Clayman of Guerrieri Edmond and Clayman, Council for AFA
said, "This ruling means that the examiner will seek to determine
who knew what, and when they knew it."

Judge Wedoff remarked that there is substantial urgency in
resolving this issue because the ultimate success of the airline
depends on management and employees effectively working together.
To that end, he stated that the appointment of an examiner is
"well worth the investment in arriving at a prompt conclusion" to
the issue.

United management signed a letter of agreement in May 2003 to
ensure that flight attendants retiring before July 1, 2003 would
have access to health care benefits that were less costly and more
comprehensive than those that would be in place for those who
retire after that date. Based on that agreement, over 2,500 flight
attendants retired before the July 1 deadline, only to find out
just six months later that United intends to double-cross them and
cut their benefits. These changes would force retirees to pay
hundreds of dollars more per month of their modest pensions just
to continue reduced health insurance.

More than 46,000 flight attendants, including the 21,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. Visit:

                   http://www.unitedafa.org/


UNITED MEDICORP: Pursues Business with Presbyterian Healthcare
--------------------------------------------------------------
United Medicorp, Inc. (OTCBB:UMCI) has been provided additional
information by new management at its largest customer.

Pete Seaman, CEO, stated, "This is to follow up our Press Release
of October 22, 2003, in which we announced the resignation of our
key contact at UMC's largest customer, Presbyterian Healthcare
Services (PHS). On February 19, 2004, UMC management was provided
new information during our first meeting with our new management
contact at PHS.

"All of the work currently performed by UMC for PHS will either be
rebid or brought back in-house. PHS management is seeking to
increase collections while reducing collection expenses as a
percentage of funds collected. A Request For Proposal (RFP) will
be released in the near future for each of three books of business
currently outsourced to UMC. These are:

                                    Contribution To    % Of UMC's
                                    UMC's 2003           2003
Description Of Business              Revenues            Revenues
-----------------------           ------------------- ------------
Early Out Claims Follow Up             $279,827              7%
Early Out Patient Balance Collections  $370,784            9.5%
Bad Debt Patient Balance Collections   $927,275           23.8%

"In addition, UMC management was informed by PHS management of
plans to discontinue outsourcing a fourth book of business,
Secondary Claims Billing And Follow Up, sometime in mid 2004.
UMC's revenues during 2003 from this book of business totaled
$855,679, which represented 22% of UMC's total revenues during
2003. In total, books of business representing about 62% of UMC's
2003 revenues are at risk.

"UMC will be among about 20 vendors who will be requested to
submit proposals for each of the three books of business described
above. While the total volume of business that will be outsourced
is expected to increase, each book of business will be split
between two vendors. Because UMC management has not yet received
the RFPs, we do not yet have specific information regarding the
volume or attributes of the business to be outsourced.

"UMC management intends to aggressively pursue a continuation of
its business relationship with PHS by reducing our collection fee
percentages to the greatest extent possible while maintaining our
ability to provide quality service and continued excellent
collection results. However, even if UMC is successful in
retaining all of the books of business which are subject to rebid,
UMC management believes that despite increased volume the
reduction in collection fee percentages could have a significant
negative impact on UMC's profit margins. The loss of one or more
of the books of business described above could have a material
adverse financial impact on UMC.

"In conjunction with the expected loss of the Secondary Claims
Billing And Follow Up business later in 2004, should UMC not be
selected to provide any of the services for which bids are being
requested, UMC's financial performance would in all likelihood
suffer a material adverse impact. While UMC has succeeded in
completing the sale of several new customer contracts during the
last six months, the combined revenues from these contracts are
projected to represent only about 35% to 55% of the revenues that
are currently subject to rebid or designated to be brought back
in-house by PHS. If the Company is unable to retain a portion of
the contracts with PHS, the Company may be required to adopt
substantially different strategies than those in the existing
business plan. These strategies may include, but are not limited
to, actions such as reducing management and line employee
headcount and compensation, restructuring existing financial
obligations, seeking a strategic merger or acquisition, seeking
the sale of the company, and/or seeking additional debt or equity
capital. There can be no assurance that any of these strategies
could be effected on satisfactory terms.

"UMC management was informed that PHS management has set a target
date for completing the evaluation of competitive bids and
awarding the contracts for ongoing business in late March 2004."

United Medicorp, Inc. provides extended business office services
to healthcare providers nationwide.


US AIRWAYS: Flight Attendants Demand Detailed Business Plan
-----------------------------------------------------------
US Airways flight attendants, represented by the Association of
Flight Attendants-CWA, AFL-CIO, unanimously passed a resolution in
their Master Executive Council meeting on Thursday calling for a
detailed business plan and demanding that airline management
immediately improve its working relationship with labor.
    
Portions of US Airways new business plan were presented to union
leaders on Feb. 11.  While management has indicated they expect
labor to participate in the new plan, they have not asked flight
attendants for any specific cuts at this time.

"In order to move forward, we need detailed information on how
management intends to turn this company around, including how all
levels of management intend to participate in the sacrifices
required by the new plan," said AFA US Airways Master Executive
Council President Perry Hayes.  "Bad management decisions are
costing this airline millions.  After two rounds of huge
concessions to save this airline, the employees will not solely
bear the brunt of management's continued inability to return this
airline to profitability."

Labor management relations have been rapidly deteriorating at US
Airways as management continues to violate the flight attendant
contract and disrespect the workforce.  In January, flight
attendants won an expedited arbitration that forced the airline to
reinstate 552 flight attendants who had been improperly
furloughed.  This was the third time management had attempted
to improperly furlough flight attendants.
    
"The adversarial relationship management has created with workers
has taken a serious toll on flight attendants' morale," Hayes
said.  "Management must learn to work with its valued employees
and abide by our legally binding contract."
    
More than 45,000 flight attendants, including the 5,200 flight
attendants at US Airways, join together to form AFA, the world's
largest flight attendant union.  AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO.

The text of the full resolution is below.

    Whereas, the AFA MEC met with Senior Management on February
    11, 2004, and heard aspects of a new business plan for US
    Airways, and,

    Whereas, Senior Management gave every indication to the AFA
    MEC that flight attendant participation in some form would be
    expected, and,

    Whereas, the Company's recent policy changes and continued
    violations of our collective bargaining agreement have
    negatively affected our members day- to-day life,

    Whereas, the AFA MEC is committed to protecting the interests
    of its members,

    Therefore, be it resolved, that the AFA MEC demands that
    management work proactively to improve working relationships
    with labor, and,

    Be it further resolved that the AFA MEC requests that US
    Airways management provide the AFA MEC with a detailed
    business plan, and,

    Be it further resolved that the AFA MEC requests that US
    Airways management provide the AFA MEC with a detailed
    proposal outlining the Company's expectation on the level of
    participation from the flight attendants in the employ of US
    Airways, and,

    Be it further resolved that the AFA MEC demands that US
    Airways management advise the AFA MEC and its members how all
    levels of management intend to participate in any sacrifices
    to enhance the profitability of the Company, and,

    Be it finally resolved that the AFA MEC is committed to  
    exploring any viable options that will assure future job
    security for our members as well as assure the long-term
    survival of our Company.


VALLEY HEALTH: Fitch Downgrades $96 Million Bond Rating to BB-
--------------------------------------------------------------
Fitch Ratings has downgraded approximately $96 million of bonds
issued by Valley Health System to 'BB-' from 'BB+'. The Rating
Outlook is Negative.

The downgrade is based on VHS's future capital needs, extremely
light liquidity position, and continued operating losses. Although
VHS historically has had low liquidity, days cash on hand
decreased to 17.6 days at Dec. 31, 2003 from 31.4 days at fiscal
year-end 2000. The thin financial cushion will be further
exacerbated by a planned $3 million capital project in fiscal 2005
for an emergency department renovation and expansion project at
Hemet Valley Hospital. The project will be funded from existing
cash and cash flow and will hinder any prospect of near-term
balance sheet growth.

VHS has had negative operating margins since fiscal 1998 and
bottom line performance has also been unprofitable, with an excess
margin of negative 1.7% for fiscal 2003 (draft audit).
Profitability has been affected by the significant rise in bad
debt expense to 15.3% of total revenue through the six months
ended Dec. 31, 2003 from 7% in fiscal 2000.

VHS's weak financial performance is also attributable to continued
wage and labor expense pressures, which have offset solid revenue
increases in each of the last two fiscal years. Due to the
shortage of nurses and other health care professionals, VHS relies
heavily on agency staffing. Nurse agency expense totaled $7.6
million in fiscal 2003, a $3.3 million unfavorable variance to
budget. Although use of agency nurses is declining, Fitch believes
VHS will continue to be challenged with the nationwide nursing
shortage.

VHS has experienced operational improvement through the first six
months ended Dec. 31, 2003 due to employee layoffs, implementation
of labor productivity measures, and favorable renegotiated managed
care contracts. As a result, VHS had a $468,000 bottom line
through the interim period, which is on target to its fiscal 2004
budget of $500,000. The failure to sustain current operating
improvement will place negative pressure on the rating.

The negative outlook is based on Fitch's belief that VHS's already
limited financial flexibility could be reduced further due to its
sizeable long-term capital needs. VHS has significant seismic
requirements (SB1953), which are estimated between $60-$70
million. Other ongoing concerns include continued wage and expense
pressures due to a heavily unionized workforce and rising bad debt
expense.

Located in Riverside County, California, VHS owns and operates
three acute care hospitals with a total of 525 licensed beds and a
skilled nursing facility with 120 beds. Disclosure to Fitch has
been good and includes monthly interim reports; however, the
fiscal 2003 (June 30 year-end) audit report has not been released
yet, which Fitch views negatively.

Outstanding debt:

-- $42,730,000 Valley Health System hospital revenue bonds
   (refunding and improvements project), 1996 series A.

-- $53,645,000 Valley Health System certificates of participation,
   series 1993, refunding project.


VERTICALNET: Prepares to Register 6.8-Mil. Common Shares for Sale
-----------------------------------------------------------------
VerticalNet Inc. has prepared a prospectus relating to the public
offering, which is not being underwritten, of 6,887,217 shares of
the company's common stock, 5,669,042 of which are outstanding and
1,218,175 of which may be issued as the result of the exercise of
warrants held by the selling shareholders.   

The selling shareholders may offer for resale through the
prospectus the shares of common stock at various times at market
prices prevailing at the time of sale or at privately negotiated
prices. The selling shareholders may resell the common stock to,
or through, underwriters, broker-dealers or agents, who may
receive compensation in the form of discounts, concessions or
commissions. VerticalNet will not receive any of the proceeds from
the resale of the common stock offered through the prospectus but
will bear all costs, expenses and fees in connection with the
registration of the shares. The selling shareholders will bear all
commissions and discounts, if any, attributable to the sales of
the shares.   

Shares of VerticalNet common stock are quoted on the Nasdaq
SmallCap Market under the symbol "VERT".  The last reported sale
price of the shares on February 3, 2004, was $3.14 per share.  

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

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


VOLUME SERVICES: Declares Payments on Income Deposit Securities
---------------------------------------------------------------    
Volume Services America Holdings, Inc. (Amex: CVP) (TSX: CVP.un)
announced that a cash payment of U.S.$0.13 per Income Deposit
Security will be payable on March 20, 2004 to holders of record of
Income Deposit Securities at the close of business on
March 10, 2004.  Each of the Income Deposit Securities issued by
the company in its recent initial public offering is comprised of
one share of common stock and a subordinated note.  The total
payment of U.S.$0.13 reflects a cash dividend of U.S.$0.066 per
share of common stock for the monthly period beginning February
20, 2004 and ending March 19, 2004, and includes an interest
payment of U.S.$0.064 for the monthly period beginning
February 20, 2004, and ending March 19, 2004, as provided in the
subordinated note.
    
Centerplate, the tradename for Volume Services America Holdings,
Inc.'s operating businesses, is a leading provider of catering,
concessions, merchandise and facilities management services for
sports facilities, convention centers and other entertainment
venues. Visit the company online at http://www.centerplate.com/
    
                         *   *    *

As previously reported, Moody's Investors Service withdrew all its
ratings for Volume Services, Inc.

                        Withdrawn Ratings

        - B1 $184 million secured Bank Loan rating
        - B3 $100 million 11.25% senior subordinated notes
            (2009) rating
        - B1 Senior implied rating, and
        - B2 Long-term issuer rating.


WEIRTON STEEL: Gets Court Nod for Steelworkers Union Settlement
---------------------------------------------------------------
Weirton Steel Corporation asks the Court to approve a compromise
and settlement with the Independent Steelworkers Union with
respect to the manner of payment of certain benefits to bargaining
unit employees.

Since the Petition Date, the Debtor has continued to evaluate
various cost-cutting measures, including, but not limited to,
reducing salaries, implementing a low earnings program, and
seeking certain wage and benefit concessions from its salaried
and represented workforces.  Currently, the Debtor determined
that it is imperative to seek additional concessions from its
represented workforce.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that the Debtor and the ISU are parties to
a collective bargaining agreement that became effective on
October 26, 2001, as amended by a settlement agreement dated
February 5, 2003.  As of January 1, 2004, approximately 2,700
hourly employees who are represented by the ISU will be entitled
to vacation pay during the year 2004.  Pursuant to the Collective
Bargaining Agreement, the Debtor is required to pay in advance,
and in lump sum, all 2004 vacation benefits to each member of the
hourly workforce who earned vacation for the calendar year 2004.  

The Collective Bargaining Agreement provides, in pertinent part,
for:

A. Eligibility

   Work Requirements for Vacations.  To be eligible for a
   vacation in any calendar year during the Agreement, the
   employee must:

      (a) have one year or more of continuous service; and

      (b) not have been absent from work for six consecutive
          months or more in the preceding calendar years; except
          that in case of an employee who completes one year of
          continuous service in the calendar year, he will not
          have been absent from work for six consecutive months
          or more during the twelve months following the date of
          his original employment; provided, that an employee
          with more than one year of continuous service who in
          any year will be ineligible for a vacation as a
          result of an absence on account of layoff or illness,
          will receive one week's vacation with pay in the year
          if he will not have been absent from work for six
          consecutive calendar months next preceding such
          vacation.  Any period of absence of an employee while
          on vacation will be deducted in determining the length
          of a period of absence from work.

B. Time and Conditions of Vacation Payments

   On the third Thursday in February of the vacation year,
   vacation payments for that vacation year will be made to all
   eligible employees for that vacation year for the number of
   days of vacation pay for which they qualify up to the last day
   in February of that calendar year unless an eligible employee
   chooses to take vacation pay in weekly increments subsequent
   to the third Thursday in February at the time the employee's
   vacation is scheduled or upon request.  The requests must be
   made at least two weeks in advance.  There will be no vacation
   payments made prior to the third Thursday in February.  An
   employee qualifying for vacation pay in the calendar year
   after the last day in February and an employee qualifying for
   additional vacation pay, by reason of acquiring additional
   continuous service credit, in the calendar year after the last
   day in February will be paid the vacation pay or the
   additional vacation pay, as the case may be within ten days
   after the appropriate qualifying date.

The Debtor estimates that these payments due under the Collective
Bargaining Agreement on February 19, 2004 will aggregate
approximately $10,500,000, excluding applicable taxes.

If the Debtor were to pay the February 19, 2004 lump sum vacation
benefits payments given the conditions under which the Debtor
currently operates, the payments would have a substantial impact
on the Debtor's liquidity.  Thus, the Debtor and the ISU have
agreed to a compromise and settlement, generally pursuant to
which vacation benefits earned for the calendar year 2004 will be
paid in weekly increments subsequent to the third Thursday in
February at the time an employee takes his/her scheduled
vacation, instead of in advance and in one lump sum, with certain
special situations dealt with.  In other words, vacation benefits
will now be paid to the hourly workforce on a "pay as you go"
basis.

Furthermore, in consideration of the agreement by the ISU to
modify the manner in which vacation pay is treated, the Debtor
agreed to obtain Court approval of the treatment of all vacation
pay payable in 2004 as claims entitled to administrative priority
status.

The Executive Committee and the Body of Stewards of the ISU
approved the compromise and settlement on January 30, 2004.
Voting of the hourly workforce on the compromise and settlement
will occur between February 7, 2004 and February 17, 2004, with
all votes to be tabulated on February 18, 2004.  The Debtor's
request for approval of the compromise and settlement is subject
to and contingent upon ratification by the hourly workforce of
the proposed change in the treatment of vacation pay under the
Collective Bargaining Agreement.  Upon the tabulation of the
voting of the hourly workforce on the compromise and settlement,
the Debtor will file with the Court a Notice of Ratification the
Hourly Workforce of Compromise and Settlement with the ISU
indicating the hourly workforce's position on the change to the
treatment of vacation pay under the Collective Bargaining
Agreement.

Mr. Freedlander contends that the settlement between the Debtor
and the ISU and implementation of its terms is an exercise of the
Debtor's reasonable business judgment in response to current
business developments and necessary in order to maintain and
preserve the value of the Debtor's bankruptcy estate.  The Debtor
will be able to maintain:

   (a) the current level of benefits to its represented workforce
       required by the Collective Bargaining Agreement; and

   (b) its liquidity position as it continues to pursue its
       reorganization strategy.

The payment of vacation benefits under the proposed settlement
will afford no greater priority to the claims than that to which
they are entitled under the Bankruptcy Code.  Given the manner in
which the vacation benefits are earned and the current status of
the Collective Bargaining Agreement, Mr. Freedlander contends
that vacation payments made by the Debtor to the hourly workforce
under the Bargaining Agreement or settlement should be entitled
to administrative priority claim status in accordance with
Section 503(b)(1)(A) of the Bankruptcy Code.

                        *    *    *

Judge Friend approves the Debtor's compromise and settlement with
ISU in all respects, including, without limitation, the
administrative priority status of the vacation pay.  The Court
further orders that payments made pursuant to the Court Order are
subject to the Fleet lien priority under the Fleet financing
arrangements. (Weirton Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WESTPOINT STEVENS: Asks Court to Nix Simmons Trademark Agreement
----------------------------------------------------------------
John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that on April 1, 2001, the WestPoint Stevens Debtors
entered into a Trademark License Agreement with Simmons Company
for exclusive licensing rights to use certain trademarks in
connection with the manufacture, marketing, advertising, sale and
distribution of acrylic, cotton and wool blankets, automatic bed
warmers, and blankets in the United States and Puerto Rico.  The
Contract terminates by its own terms on June 30, 2004, but
automatically renews for an additional year unless either party
provides written notice at least 60 days before the termination
date.

Pursuant to the Contract, the Debtors are required to pay, on a
quarterly basis, royalties equal to 7% of the Blanket sales.
Furthermore, the Debtors are required to pay a minimum royalty
each quarter based on certain sales minimums regardless of
whether Blankets are actually sold.  Minimum Royalties called for
under the Contract escalate annually.

Mr. Rapisardi relates that for the current contract year,
July 1, 2003 through June 30, 2004, sales of Blankets amounting
to over $6,000,000 would be needed to meet the Minimum Royalties
of $425,000 required under the Contract.  To date, the Debtors
have only generated sales of $1,700,000, or roughly $4,300,000
below the sale amounts necessary to meet the Minimum Royalties.
With less than half a year left in the current contract year, the
Debtors believe that they will be unable to obtain the sales
amounts necessary to make up the shortfall.

Over the past four quarters, the Debtors' sales of Blankets have
fallen far short of meeting the Minimum Royalties threshold.  The
Debtors sold an estimated $1,900,000 worth of Blankets, giving
rise to royalties of $131,593, but have been obligated to pay
Simmons $387,500 in Minimum Royalties.  As a result, the Debtors
have paid $255,907 in additional royalties without any
corresponding sales to offset such costs.

Mr. Rapisardi contends that continued payment of the Minimum
Royalties, without a corresponding level of sales to meet the
minimum, has rendered the Contract unprofitable and a burden to
the Debtors' estates.

Thus, the Debtors seek the Court's authority to reject the
contract with Simmons Company.

Mr. Rapisardi states that demand for the Blankets is highest
during late autumn each year.  Therefore, the Debtors do not
believe that demand for the Blankets will increase over the first
two quarters of 2004 to a level that will make the Contract
economically viable.  Historically, sales of the Blankets have
been low during the first half of the calendar year.  For
instance, sales for the first two quarters of 2003 reached only
$178,006, giving rise to 7% royalties of $12,460.  Minimum
Royalties, however, were $175,000 during that same time period.
The payment of Minimum Royalties has rendered the Contract
unprofitable in general.

If the Court authorizes them to reject the Contract, the Debtors
also ask that Simmons be required to file a claim for rejection
damages, if any, without further delay. (WestPoint Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


WESTPOINT STEVENS: Stockholders' Equity Deficit Widens to $949MM
----------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) reported results
for the fourth quarter ended December 31, 2003.

The Company's net sales for the fourth quarter of 2003 decreased
2% to $456.1 million compared with $466.2 million a year ago.
Sales declined primarily from a reduction in the Company's mill
store sales as a result of restructuring initiatives that have
reduced the total number of retail stores to 38 from 57 in the
year ago period. Furthermore, the results for one of the Company's
foreign subsidiaries, WestPoint Stevens (Europe) Ltd., are not
included in the fourth quarter of 2003 as this subsidiary filed
for bankruptcy in the United Kingdom in August of 2003 and is in
the process of liquidating.

Net income for the fourth quarter of 2003 was a loss of $31.5
million or $0.63 per diluted share compared with a net loss of
$0.1 million or $0.00 per diluted share in 2002.

Loss before taxes for the fourth quarter of 2003 was $45.4 million
compared with a loss before taxes in 2002 of $0.1 million.
Included in the fourth quarter of 2003 were $37.5 million in
expenses related to the Company's restructuring initiatives, and
$12.5 million in expenses related to the current bankruptcy
proceedings compared with $2.2 million in expenses in the fourth
quarter of 2002 related to WestPoint Stevens previously announced
restructuring initiatives.

M. L. "Chip" Fontenot, WestPoint Stevens President and CEO
commented, "The fourth quarter saw continued improvement in the
retail environment. Against this backdrop we are maintaining the
high service levels that our customers expect from West Point
Stevens and remain adequately funded with availability under our
$300 million debtor-in-possession facility of $154 million at the
end of the fourth quarter."

Mr. Fontenot continued, "The Company is continuing to move forward
on a consensual basis with negotiating new terms for a Chapter 11
plan of reorganization with all its major creditor
constituencies."

For 2003, annual sales decreased 9.1% to $1,646.2 million versus
$1,811.4 million in 2002. Loss before taxes for 2003 was $194.6
million compared with a loss before taxes in 2002 of $19.8
million. Included in the 2003 period were a $46.3 million charge
for goodwill impairment, $67.1 million in expenses related to
WestPoint Stevens previously announced restructuring initiatives,
and $31.5 million in expenses related to the current bankruptcy
proceedings. Included in the loss in the 2002 period was $18.2
million in expenses for restructuring initiatives. Net income for
2003 was a loss of $133.3 million versus a loss of $12.7 million
for 2002. In addition to the items above, the decline reflects the
impact of lower sales, increased raw material costs, increased
royalties, increased pension expense, and under-absorbed overhead
due to production curtailment. Fully diluted earnings per share
increased to a loss of $2.67 in 2003 after charges associated with
recent restructuring initiatives versus a loss after charges in
2002 of $0.25.

Westpoint Stevens' December 31, 2003 balance sheet shows a
stockholders' equity deficit of $949,135,000 compared to
$805,647,000 the prior year.

WestPoint Stevens Inc. is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY
PEPPERELL, SEDUCTION, VELLUX and CHATHAM -- all registered
trademarks owned by WestPoint Stevens Inc. and its subsidiaries
-- and under licensed brands including RALPH LAUREN HOME, DISNEY
HOME, GLYNDA TURLEY and SIMMONS BEAUTYREST. WestPoint Stevens is
also a manufacturer of the MARTHA STEWART and JOE BOXER bed and
bath lines. WestPoint Stevens can be found on the World Wide Web
at http://www.westpointstevens.com/


WEYERHAEUSER: Selling 300,000+ Acres of Timberlands in Georgia
--------------------------------------------------------------
Weyerhaeuser Company (NYSE: WY) plans to sell approximately
300,000 acres of timberlands in middle Georgia.

"We're continually evaluating our timberlands and manufacturing
facilities to determine how we can increase our competitiveness,
enhance our operating efficiencies and better serve customer
needs," said Jack P. Taylor, Jr., senior vice president,
Timberlands. "After careful review, we are looking for an
opportunity to balance our portfolio by exploring the sale of our
Georgia timberlands."
    
Weyerhaeuser, the world's largest owner of merchantable softwood
timber, added 1.7 million acres to its portfolio with the
Willamette acquisition.  The company now owns or manages
approximately 7.5 million acres of commercial forestland in North
America.

Seventeen employees will be affected by the sale.  To the extent
possible, they will have the opportunity to seek employment at
other locations.  The company will provide severance and work with
local agencies to provide job training and placement assistance
for those who are released. Proceeds from the sale will be used
for debt reduction.

For information about the lands, contact Steve Ketz at
253-924-5703.

Weyerhaeuser Company (NYSE: WY) (Fitch, BB+ Senior Unsecured Long-
Term Ratings, Stable Outlook), one of the world's largest
integrated forest products companies, was incorporated in 1900. In
2003, sales were $27.8 billion ($19.9 billion US). It has offices
or operations in 18 countries, with customers worldwide.
Weyerhaeuser is principally engaged in the growing and harvesting
of timber; the manufacture, distribution and sale of forest
products; and real estate construction, development and related
activities. Weyerhaeuser Company Limited, a wholly owned
subsidiary, has Exchangeable Shares listed on the Toronto Stock
Exchange under the symbol WYL. Additional information about
Weyerhaeuser's businesses, products and practices is available at
http://www.weyerhaeuser.com/  


WORLDCOM: Issues December 2003 Monthly Operating Results
--------------------------------------------------------
MCI (WCOEQ, MCWEQ) filed its December 2003 monthly operating
report with the U.S. Bankruptcy Court for the Southern District of
New York. During December, MCI recorded $1.87 billion in revenue
versus $1.79 billion in November 2003.

MCI had an operating loss of $58 million in December versus a loss
of $21 million in November. The decline was primarily due to an
increase in professional fees related to the company's financial
restatement efforts. December's depreciation and amortization was
$146 million versus $127 million in November. The increase was the
result of a revised assessment of the useful life of certain
company assets.

The Company had a net loss in December of $145 million versus a
loss of $23 million in November, reflecting $100 million in
financial restatement adjustments, higher foreign exchange losses
of $30 million and inventory write-offs.

In December, MCI recorded capital expenditures of $160 million.
December's cash balance decreased to $5.6 billion from $5.7
billion due to the timing of access cost payments.

The financial results discussed in the Monthly Operating Reports
exclude the results of Embratel. On November 12, 2003, the Company
announced its intentions to sell its investment stake in Embratel.
Until MCI completes a thorough balance sheet evaluation, the
Company will not issue a balance sheet or cash flow statement as
part of its Monthly Operating Report.

The Monthly Operating Reports are available on MCI's Restructuring
Information Desk at: http://global.mci.com/news/infodesk/.

Based on the Company's confirmed Plan of Reorganization, holders
of WorldCom preferred stock, WorldCom group common stock and MCI
group common stock will not receive any value upon MCI's emergence
from bankruptcy proceedings.

                     About WorldCom, Inc.

WorldCom, Inc. (WCOEQ, MCWEQ), which, together with its
subsidiaries, currently conducts business under the MCI brand
name, is a leading global communications provider, delivering
innovative, cost-effective, advanced communications connectivity
to businesses, governments and consumers. With the industry's most
expansive global IP backbone, based on the number of company-owned
points-of-presence (POPs), and wholly-owned data networks,
WorldCom develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to:

                     http://www.mci.com/


Z-TEL TECHNOLOGIES: Dec. 2003 Balance Sheet Insolvent by $130 Mil.
-----------------------------------------------------------------
Z-Tel Technologies, Inc. (Nasdaq: ZTEL), parent company of Z-Tel
Communications, Inc., a leading provider of local, long distance
and enhanced telecommunications services, reported its financial
results for the fourth quarter and full-year 2003.

For the three-month period ended December 31, 2003, revenues
increased 28 percent to $74.5 million from $58.2 million for the
fourth quarter of 2002. Net loss was $4.5 million, compared with
$4.2 million for the fourth quarter of 2002. Net loss attributable
to common stockholders was $9.4 million, or $0.26 per share,
versus $8.1 million, or $0.23 per share, for the fourth quarter of
2002. The company reported EBITDA (earnings before interest,
taxes, depreciation and amortization) of $1.4 million, compared
with $2.3 million for the fourth quarter of 2002. A full
reconciliation of EBITDA to net loss is set forth in the financial
tables below.

Revenues for the full-year 2003 increased 21 percent to $289.2
million from $238.4 million for 2002. Net loss improved to $16.1
million for 2003, compared with $19.6 million for 2002, and net
loss attributable to common stockholders improved to $33.8
million, or $0.95 per share, from $35.3 million, or $1.01 per
share. EBITDA for 2003 was $8.6 million, compared with $5.1
million for 2002.

In the fourth quarter, to be consistent with emerging industry
practices, Z-Tel's income statement presentation was changed for
the current and prior year periods to reflect as revenues,
billings to its customers for the Universal Service Fund and other
regulatory fees. The company recorded $4.1 million and $3.2
million of additional revenues and an off-setting amount to
increase its network operations expenses for 2003 and 2002,
respectively. The company has reflected an impact of $1.0 million
and $1.1 million on its fourth quarter 2003 and 2002 revenues and
expenses, respectively. Operating income and net income for all
periods presented were unaffected.

Gregg Smith, president and chief executive officer, remarked, "Z-
Tel completed 2003 on a strong note, with substantial growth in
its total lines under management by 105 percent from 258,000 at
the end of 2002 to 528,000 at the end of 2003. We define lines
under management as all Z-Tel residential and business retail
lines in service, plus lines we support on our platform on behalf
of our wholesale customers. Most of this growth was attributable
to our wholesale relationship with Sprint and more than offsets
the lines lost as a result of the termination of our wholesale
contract with MCI. We're pleased with this growing relationship.
We also recently signed a two-year wholesale agreement with a
smaller company and continue to pursue additional agreements with
other communications and utilities companies that seek an
efficient, scalable, turnkey solution for nationwide bundling
opportunities."

Growth in the company's wholesale division was accompanied by
growth in its business services division. In response, the company
says it has expanded its business services group, with headcount
increasing from 28 people in mid- 2003 to 78 today. Furthermore,
according to the company, it is investing in its previously
announced planned voice over Internet protocol ("VoIP")
initiative. Consistent with the company's stated commitment to
fund innovation and expand its VoIP applications, the company
estimates that it dedicated approximately $1.5 million in existing
payroll and other expenses during the fourth quarter of 2003 to
the planned rollout of its VoIP services. In addition, the company
reports that it has begun to hire and train its VoIP sales force.

Smith said, "The approach we've taken is to build our business
based on growing the right lines of business. Accordingly, we're
focused not on short- term earnings results but rather on
expanding our wholesale and business units and implementing the
necessary infrastructure to support our planned second quarter
2004 VoIP launch. Right now, we're in the process of completing a
wide range of projects involving our technology group and key
outside vendors that are required to scale substantially our VoIP
efforts. We are highly pleased with our progress to date to align
the best partners and equipment to support our planned offering.

"We expect our planned VoIP services to enhance our business
services growth, as our broadband voice and data services are
designed to offer our business customers substantial cost savings,
as well as cutting-edge, productivity-enhancing features that are
unavailable from any other provider. During the second quarter of
2004, we plan to launch several VoIP-based products in Georgia and
Florida, targeting small-to-medium size businesses and multiple
dwelling units, such as condominiums, apartment buildings and
hotels. In the second quarter of 2004, we also expect to launch
bundled voice and DSL packages for consumers and businesses, as
well as an unlimited local and long distance package to broadband-
equipped consumers for approximately $34.95 per month."

Trey Davis, chief financial officer, commented, "With our 2003
results, we have now produced two consecutive years of positive
EBITDA. These results and our continuing low capital expenditure
needs have enabled us to meet our liquidity guidance for cash on
hand of roughly $12 million at the end of 2003."

The company reported it is working on several initiatives to
augment its liquidity position. The company expects these
initiatives to be consummated during the next few months, which
may include the restructuring of its existing working capital
facility, likely resulting in a one-time increase in liquidity. In
addition, Z-Tel also reported it is working to execute a
sale/leaseback or mortgage on its Atmore, Alabama facility.

Mr. Davis added, "Our Unbundled Network Element-Platform ("UNE-P")
infrastructure, the method by which we connect with our retail and
wholesale customers, can be scaled significantly for little
incremental cost; therefore, we expect growth in UNE-P lines under
management for 2004, currently approximately 528,000 lines, to
drive increased economies of scale. In addition, we expect to
manage the launch of our VoIP services with our current resources.
Like our existing operations, our VoIP capacity can also be
increased as needed for relatively low incremental capital
expenditures. As a result, we are confident in our ability to
finance the implementation of our growth strategies during 2004."

Mr. Smith concluded, "We are very pleased that despite the
immensely challenging conditions in the communications industry
during the last three years, Z-Tel has capitalized upon its
innovative and powerful products serving three growth businesses
and the financial strength to implement its growth strategies and
significant opportunities in both UNE-P and VoIP. With our
nationwide footprint, proven and scalable back-office operations,
and intellectual property, we offer a unique set of competitive
advantages, supporting our confidence in Z-Tel's improving
prospects as a complete communications management company."

Z-Tel Technologies, Inc.'s December 31, 2003 balance sheet shows a
total stockholders' deficit of $130,492,000 compared to
$99,284,000 last year. Total current liabilities also exceed total
current assets by $31,436,000 as of December 31, 2003.

Z-Tel offers consumers and businesses nationwide enhanced wire
line and broadband telecommunications services. All Z-Tel products
include proprietary services, such as Web-accessible, voice-
activated calling and messaging features, that are designed to
meet customers' communications needs intelligently and
intuitively. Z-Tel is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint. For
more information about Z-Tel and its innovative services, visit:

                      http://www.ztel.com/  


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (175)         280      140
AK Steel Holdings       AKS         (53)       5,025      579   
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,036)       2,162      568
Aphton Corp             APHT        (11)          16       (5)             
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)     
Columbia Laboratories   CBRX         (8)          13        5
Cubist Pharmaceuticals  CBST         (7)         221      131    
Cedara Software         CDE          (2)          20      (12)  
Choice Hotels           CHH        (118)         265      (43)
Compass Minerals        CMP         (90)         644      101  
Caraco Pharm Labs       CPD         (20)          20       (2)               
Centennial Comm         CYCL       (579)       1,447      (98)     
Diagnostic Imag         DIAM          0           20       (3)     
Echostar Comm           DISH     (1,206)       6,210    1,674
Deluxe Corp             DLX        (298)         563     (309)  
D&B Corp                DNB         (19)       1,528     (104)
Education Lending Group EDLG        (26)       1,481      N.A.                
Eyetech Pharma          EYET        (78)          76       62   
First Potomac           FPO        (114)         245      N.A.            
WR Grace & Co.          GRA        (222)       2,688      587   
Graftech International  GTI         (95)         980      105   
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Inkine Pharm            INKP         (6)          14        5
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)   
Kos Pharmaceuticals     KOSP       (239)         338     (248)  
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,747    2,818        
Memberworks Inc.        MBRS        (20)         248      (89)   
Millennium Chem.        MCH         (46)       2,398      637  
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154  
McMoRan Exploration     MMR         (31)          72        5
Nuvelo Inc.             NUVO         (4)          27       21  
Northwest Airlines      NWAC     (1,483)      13,289     (762)   
ON Semiconductor        ONNN       (498)       1,144      201   
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q          (916)      26,219   (1,129)   
Quality Distribution    QLTY       (126)         387       19   
Rite Aid Corp           RAD         (93)       6,133    1,676    
Revlon Inc.             REV      (1,726)         892      (32)
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (619)       1,020      728
Silicon Graphics        SGI        (165)         650        1    
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33     
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)  
Thermadyne Holdings     THMD       (665)         297      139                 
TiVo Inc.               TIVO        (25)          82        1   
Triton PCS Holdings     TPC         (60)       1,618      173     
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)    
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)    
Universal Technical     UTI         (36)          84       29    
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.   
Warnaco Group           WRNC     (1,856)         948      471         
Western Wireless        WWCA       (464)       2,399     (120)   
Xoma Ltd.               XOMA        (11)          72       30

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***