TCR_Public/040225.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 25, 2004, Vol. 8, No. 39

                           Headlines

ACCLAIM ENT: Appoints Dominique Cor as Managing Director in France
ADELPHIA BUSINESS: Wants to Assume Allegheny Comms Contract
ADELPHIA COMMS: Asks Court to Stretch Plan-Filing Time to Apr. 17
AIR CANADA: CCAA Court Tells Airports Authority to Abide with Pact
AMERCO: Has Until Saturday to Decide on Leases

AMERICAN HOSPITALITY: Case Summary & Largest Unsecured Creditors
ANTARES PHARMA: Raises $14.6 Million in Private Equity Placement
ARMOR HOLDINGS: Executes New $31 Million Vehicle Armor Contract
AURORA FOODS: Obtains Nod to Pay Prepetition Employee Obligations
AVCORP IND: Issues 1-Mil. Shares to Export Dev't. in Lieu of Debt

BEATON HOLDING: Signs-Up Heller Fraper as Bankruptcy Counsel
BETHLEHEM STEEL: Gets Approval for Allegheny Settlement Agreement
BEYOND.COM: Reports Say Shareholders Won't Receive Distributions
BURLINGTON INDUSTRIES: First Post-Confirmation Status Report
CALL-NET ENTERPRISES: Year-End Result Being Webcast Today

CHATTEM INC: Amends Indenture Governing 8-7/8% Senior Sub. Notes
CHESAPEAKE CORP: Amends & Restates $250M Senior Credit Facility
CLARENT CORP: Weng-Chang Ko Discloses 5.3% Equity Interest
COMDISCO: Windspeed to Manage Ventures Warrant & Equity Portfolio
CONSOL ENERGY: Shareholder RWE Closes Sale of Remaining Shares

CORRPRO: May File for Bankruptcy if Recapitalization Plan Fails
COVANTA: Asks Court to Sustain Objections to Browne Gregg's Claim
DELACO COMPANY: Wants to Hire Skadden Arps as Bankruptcy Counsel
ECHOSTAR: Schedules Q4 2003 Earnings Conference Call on March 11
ENRON CORP: Seeks Consent for Mariner and MEI Merger Deal

ENRON CORP: Pursuing Nod for Enron Canada & Papiers Merger
FEDERAL-MOGUL: Selling U.K. Property to MMC Dev't for GBP6.2M
FRIENDLY ICE CREAM: Names Gregory Pastore as VP & General Counsel
FULLNET COMMS: Board Brings-In Buxton & Cloud as New Auditor
GE CAPITAL: Fitch Takes Rating Actions on 6 Note Issues

GLIMCHER REALTY: Sells Cambridge Community Center for $1.4 Mil.
GLIMCHER REALTY: Completes $150M Perpetual Preferred Offering
GLOBAL CASH: S&P Assigns Low-B Level Credit & Bank Loan Ratings
GOODYEAR TIRE: Secures New $650 Million Financing
HELLO NETWORK: Case Summary & 20 Largest Unsecured Creditors

IMC GLOBAL: Awards $2 Million Networking Contract to AT&T
INSCI CORP: Silicon Valley Bank Extends $3 Million Credit Line
INTEGRATED HEALTH: Court Okays Proposed Reliance Insurance Pact
INT'L PAPER: Will Present at Morgan Stanley's Conference Tomorrow
IPVOICE COMMS: Obtains 51% Equity Stake in Medical Office Software

IW INDUSTRIES: Wants to Use Cash Collateral to Finance Operations
JOE FIN LLC: Case Summary & 3 Largest Unsecured Creditors
KAISER: Gets Interim Approval for Retiree Benefit Settlement
KAISER ALUMINUM: Shiba Succeeds La Duc as Chief Financial Officer
KINETIC CONCEPTS: Caps Price on Initial Public Offering

KMART CORP: Creditor Trust Demands Recovery of Frank's $500K Loan
KNOX COUNTY: Gets Nod to Tap Wise Delcotto as Bankruptcy Counsel
LES BOUTIQUES: Board Approves Creation of Independent Committee
LINCOLN INT'L: Transfers All Assets to AUSA Inc. Subsidiary
LNR CFL: Fitch Assigns Lower-B Level Ratings to Six Note Ratings

MEDCOMSOFT INC: Forms Business Alliance with Plante & Moran Firm
METALS USA: Fixes Annual Shareholders' Meeting for May 17, 2004
MIRANT CORP: Court Grants Nod for Chicopee Settlement Agreement
MORGAN STANLEY: Fitch Takes Rating Actions on Ser. 1997-HF1 Notes
MTS INCORPORATED: Brings-In Sitrick as Communications Consultant

NAT'L CENTURY: Amedisys Woos Court to Estimate its Claim at $7.3M
NAVISTAR INT'L: First Quarter Net Loss Narrows to $23 Million
NEWPORT INTERNATIONAL: Eliminates Outstanding Debt
NEXTEL PARTNERS: December 2003 Equity Deficit Stands at $13 Mil.
NORTEK: S&P Rates $150-Mil. Sr. Unsec. Floating-Rate Notes at B+

OWENS-ILLINOIS: BSN Glasspack Buy-Out Spurs Fitch's Rating Cuts
OXFORD AUTOMOTIVE: S&P Puts Low-B & Junk Ratings on Watch Neg.
PACIFIC GAS: Pushing for Approval of Amended Enron Settlement Pact
PAIN NET INC: Case Summary & 20 Largest Unsecured Creditors
PARMALAT USA: Files for Chapter 11 with Farmland Dairies Unit

PARMALAT USA CORP: Case Summary & 43 Largest Unsecured Creditors
PINNACLE: Proposes $200 Million Private Offering to Redeem Notes
PINNACLE: Commences Cash Tender Offer for Up to $190-Mil. Notes
PHOTRONICS: Chief Executive Officer Dan Del Rosario Leaves Post
POWER SAVE: Brings-In Stark Winter as New Independent Accountant

PREFERREDPLUS TRUST: S&P Hatchets Ser. ELP-1 Note Rating to CCC+
QWEST COMMS: Hagemeyer Renews Multimillion-Dollar Contract
QUANTUM CORP: Appoints Steven Wheelwright to Board of Directors
ROBOTIC VISION: Raises $2 Million from Private Placement
RUSSEL METALS: Completes Tender Offer for 10% Sr. Notes Due 2009

SAKS INC: Robert B. Carter Joins Board of Directors
SELECTS MEDICAL: Board Authorizes Stock Repurchase Program
SHILOH INDUSTRIES: Q1 2004 Conference Call Set for Tomorrow
SIX FLAGS: Reporting 4th Quarter and Year End Results on March 3
SLATER STEEL: Seeks Exemption from Filing Disclosure Requirements

SPIEGEL GROUP: Has Until May 31, 2004 to Decide on Leases
STATION CASINOS: 9.875% Sr. Note Tender Offer to Expire on Mar 5
STELCO INC: Canadian Court Extends CCAA Stay to May 28, 2004
TAMBORIL CIGAR: Continuing Integrated Reverse Takeover with Axion
TRIAD HOSPITALS: Publishes 2003 Fourth Quarter & Annual Results

UAL CORP: 19 Senators Back Flight Attendants on Retiree Benefits
UNITED AIRLINES: Court Continues Automatic Stay on Chicago Fund
VIVENDI UNIVERSAL: Says APPAC Allegations are "Libelous"
VOLUME SERVICES: Records $4,803,000 Net Loss For Full-Year 2003
WARNACO GROUP: Hosting Q4 & FY 2003 Conference Call on March 8

WEIRTON STEEL: Continuing Negotiations with Disputed Claim Holders
WESTPOINT STEVENS: Turns to Dickstein in Linerboard Litigation
WH HOLDINGS: S&P Assigns Corporate Credit Rating at BB-
WORLDCOM: Agrees with AT&T to Settle All Claims Against Each Other
WORLD FAMOUS INC: Case Summary & 20 Largest Unsecured Creditors

XTO: Buying Properties in Barnett Shale & Arkoma Basin for $200M

* West Now Offers Additional Method for Obtaining Documents

* Upcoming Meetings, Conferences and Seminars

                           *********

ACCLAIM ENT: Appoints Dominique Cor as Managing Director in France
------------------------------------------------------------------
Acclaim Entertainment, Inc. (Nasdaq: AKLM), a global video
entertainment software developer and publisher, appoints Dominique
Cor as Managing Director of the Company's Paris-based division.  
Reporting directly to Mike Sherlock, the recently appointed
President of Acclaim's International Publishing, Cor will be
responsible for overseeing the French region's operations.
    
Highly esteemed within the interactive entertainment industry, Cor
possesses more than a decade's worth of senior executive
experience.  Cor joins the Company from Vivendi Universal
Publishing in Paris, where he served as International Senior Vice
President.  During his tenure at Vivendi he was responsible for
all product development for Europe and Asia, as well as the
acquisition of Massive Entertainment AB.  Prior to Vivendi, Cor
was Managing Director for Internet interactive gaming site
Flipside, and he also spent three years as the Managing Director
of Sega France.  During his time at Sega, Cor increased the
division's revenues from 2M euros to 80M euros and was responsible
for overseeing the launch of Dreamcast in France.

Cor began his career in the interactive entertainment industry in
1990 at Infogrames in London, where he was a PR and Marketing
manager.  In 1992, he formed the Lyon-based distributor, Exasoft,
which distributed all Electronic Arts and Psygnosis products on an  
exclusive basis in France.  In 1993, Cor assisted with the sale of
Exasoft to Electronic Arts and was later appointed Marketing
Director for the newly formed Electronic Arts division in France.
During his tenure with Electronic Arts, Cor contributed
extensively to the company's success in the territory, including
growing its revenues to 53M euros in 1999 and launching the EA
Sports brand.

"Dominique has a wealth of experience and commands great respect
and admiration within our industry, and we view his appointment as
another significant step in setting the foundation for our
future," said Mike Sherlock, President of International Publishing
for Acclaim.  "His expertise in marketing, production,
distribution and strategic management, greatly strengthens our
position within the region and our International group as a whole.  
In addition to his outstanding credentials, Dominique possesses
the passion and drive that embodies Acclaim's new global
organization."

"It is a pleasure to join Acclaim at this time and I am thrilled
to become part of its new management team," added Cor.  "The
Company's ongoing transformation is clearly evident by its
exciting forthcoming lineup, including Alias, Juiced, 100 Bullets
and The Red Star; all of which have been receiving high-praise
from retailers and the media alike."

Cor was educated at the London Business School (1997) and European
Business School (EBS); graduating in 1989 and majoring in  
Marketing.

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


ADELPHIA BUSINESS: Wants to Assume Allegheny Comms Contract  
-----------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates seek
the Court's authority, pursuant to Section 365 of the Bankruptcy
Code, to assume an executory contract with Allegheny
Communications Connect, Inc., effective on the effective date of
the Debtors' Chapter 11 plan, subject to certain conditions
precedent.

On August 13, 1999, Hyperion Communications Long Haul, L.P., now
known as Adelphia Business Solutions Long Haul, entered into a
fiber optic agreement with Allegheny, whereby Allegheny licensed
to Long Haul the exclusive indefeasible use of certain miles of
fiber along a fiber optic communication system that was
eventually constructed by Allegheny.  At various times subsequent
to the execution of the Allegheny Agreement, Long Haul and
Allegheny entered into several addenda to the Allegheny
Agreement, which involved Allegheny's grant of the right to use
certain optical fibers.

To secure their obligations under the Allegheny Agreement, on
July 12, 2001, the ABIZ Debtors procured a $15,500,000 surety
bond from Hanover Insurance Company.  Before Long Haul filed for
Chapter 11 protection, it failed to pay certain amounts that
Allegheny alleged it was owed.  Allegheny subsequently asserted
that Long Haul defaulted on its obligations under the terms of
the Allegheny Agreement and made a demand for payment under the
Allegheny Bond.

While Hanover's investigation of Allegheny's claim was pending,
Allegheny filed an action against Hanover before the U.S.
District Court for the District of Massachusetts seeking payment
under the Allegheny Bond.  The Action remains pending.

Allegheny also filed a proof of claim against the ABIZ Debtors'
estates asserting a claim to the extent that it suffers a loss
due to Long Haul's alleged default of the Allegheny Agreement.  
Hanover filed a proof of loss, which would include a claim
against the ABIZ Debtors' estates, for losses that it would incur
in the event it made payment to Allegheny by reason of Long
Haul's alleged default under the Allegheny Agreement.

Hanover and Long Haul believe that the payment amount required to
cure any default, if any, that is due to Allegheny is less than
$13,000,000.  However, Hanover and Long Haul informed Allegheny
that any payment is not presently due because Allegheny itself
breached the Allegheny Agreement by failing to provide "as-built"
drawings required under the terms of the Allegheny Agreement.

Judy G.Z. Liu, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the Court that the use of the fiber cable optic system that
is subject of the Allegheny Agreement is critical for the
Debtors' future operations.  If the Allegheny Agreement is not
assumed, the Debtors will lose the use of the fiber cable optic
system that is critical to their reorganization efforts.

Ms. Liu notes that the assumption of the Allegheny Agreement
together with a resolution of all of the claims against Hanover
in the Massachusetts Action is essential to assure that the ABIZ
Debtors have the indefeasible use of the fiber cable optic
system.

The ABIZ Debtors also ask the Court to determine the cure amount,
if any, that should be paid in respect of the Allegheny Agreement
to resolve all claims against the estates and Hanover related to
the Allegheny Agreement.

Headquartered in Coudersport, Pennsylvania, Adelphia Business
Solutions, Inc. -- http://www.adelphia-abs.com/-- is a leading  
provider of facilities-based integrated communications services to
businesses, governmental customers, educational end users and
other communications services providers throughout the United
States. The Company filed for Chapter 11 protection on March March
27, 2002 (Bankr. S.D.N.Y. Case No. 02-11389).  Harvey R. Miller,
Esq., Judy G.Z. Liu, Esq., Weil, Gotshal & Manges LLP represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $ 2,126,334,000
in assets and $1,654,343,000 in debts. (Adelphia Bankruptcy News,
Issue No. 51; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Asks Court to Stretch Plan-Filing Time to Apr. 17
-----------------------------------------------------------------
Marc Abrams, Esq., at Willkie Farr & Gallagher LLP, in New York,
tells the Court that the Adelphia Communications Debtors' efforts
to move their cases forward towards a plan or plans of
reorganization gained significant momentum.  Few, if any, cases
can approach the magnitude and complexity of these cases, Mr.
Abrams says.  Crafting a plan that addresses all concerns of all
constituencies is not realistic.  Nonetheless, the ACOM Debtors
are near completion of a reorganization plan and disclosure
statement, which provide a balanced treatment of claims and
interests consistent with the rules of absolute priority,
intercreditor subordination agreements and financial realities.

While the Plan process was a central focus, the ACOM Debtors,
nonetheless, took other steps to move their cases along
expeditiously.  The ACOM Debtors were actively engaged in
numerous tasks incident to operating their businesses in Chapter
11 and forming the predicate for their eventual emergence.  Most
importantly, the ACOM Debtors:

   (1) engaged in negotiations with important stakeholders in
       efforts to formulate a plan of reorganization that will
       be accepted by most of the constituents;

   (2) continued to work closely with the constituents and their
       professionals to keep all parties fully informed of the
       status of the Debtors' financial and business affairs;

   (3) provided the constituents with information and responded
       to various diligence requests regarding the long-range
       business plan and the detailed distribution analysis;

   (4) prepared detailed analyses of intercompany transfers and
       distributions that lay the foundation for the Plan;

   (5) updated the enterprise valuations on which the Plan is
       based and presented the results to key constituencies;

   (6) analyzed extensive and complex tax issues related to
       potential Plan structures;

   (7) engaged in discussions with numerous financial
       institutions regarding potential exit financing options
       and structures, and asked for authority to enter
       into a work letter with Deutsche Bank Securities Inc. to
       pursue a large exit facility to provide the ACOM Debtors
       with maximum flexibility regarding potential plan
       structures;

   (8) commenced the next phase of the claims resolution process
       after the passing of the January 9, 2004 Claims Bar Date.  
       Claims filed in response to the Bar Date exceed 17,000
       proofs of claim and aggregate in excess of $3 trillion;

   (9) continued the analysis of potential avoidance actions;

  (10) continued to analyze executory contracts and leases to
       determine whether the agreements should be assumed or
       rejected by the various estates;

  (11) negotiated two amendments and one waiver under the
       $1,500,000,000 DIP facility and continued to comply with
       reporting obligations and covenant compliance;

  (12) continued settlement discussions and attempts to resolve
       discovery issues relating to an ongoing dispute with ML
       Media Partners, L.P. in the pending adversary proceeding
       before the Court related to Century/ML Cable Venture;

  (13) successfully negotiated an operational separation
       agreement with Adelphia Business Solutions, Inc., now
       know as TelCove pursuant to which the parties, among
       other things, memorialized their agreement relating to
       their ownership and use of certain shared assets;

  (14) engaged in ongoing discovery with respect to their
       administrative claims against ABIZ and ABIZ's alleged
       counterclaims and defenses.  The ACOM Debtors filed and
       litigated objections to:

       (a) the confirmation of ABIZ's reorganization plan on
           feasibility grounds; and

       (b) ABIZ's attempt to estimate the ACOM Debtors'
           administrative claims for allowance and payment
           purposes.

       The ACOM Debtors continue to engage in global settlement
       negotiations with ABIZ and its committee;

  (15) continued to analyze potential dispositions of non-core
       assets, engage in asset sales and notify parties in
       interest of the sales.  Since November 13, 2003, the ACOM
       Debtors filed 19 notices of excess asset sales and
       obtained permission to abandon certain assets; and

  (16) continued to make progress with respect to:

       (a) the certification of audited, restated financial
           statements for fiscal years 1999, 2000 and 2001;

       (b) certification of audited financial statements for
           fiscal years 2002 and 2003 and final unaudited
           financials for quarterly periods in 2004; and

       (c) ongoing discussions with the SEC regarding compliance
           with applicable federal securities laws and governance
           reforms.

Although the initial phase of the Plan process is well underway
and progressing, Mr. Abrams points out that finalizing a Plan
will still require additional time.  Accordingly, a further
extension of the ACOM Debtors' exclusive periods to file and
solicit acceptance of a reorganization plan is both necessary and
appropriate.

By this motion, the ACOM Debtors ask the Court, pursuant to
Section 1121(d) of the Bankruptcy Code, to further extend their
Exclusive Plan Filing Period to and including April 17, 2004, and
their Exclusive Solicitation Period to and including
June 19, 2004.

The ACOM Debtors anticipate filing a Plan and disclosure
statement in the coming weeks.  While the Plan may not be
universally supported, the ACOM Debtors expect that the Plan will
have the support of a large number of their significant
constituencies and will provide a platform for continuing
negotiations towards a consensual plan.  The ACOM Debtors submit
that they should be permitted to continue on the path on which
they diligently traveled thus far, which justifies retaining
exclusivity for a reasonable period.

                          *     *     *

The Court will convene a hearing on March 2, 2004 to consider the
Debtors' request.  Accordingly, Judge Gerber preserves ACOM's
Exclusive Plan Proposal Period through the conclusion of that
hearing. (Adelphia Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AIR CANADA: CCAA Court Tells Airports Authority to Abide with Pact
------------------------------------------------------------------
Mr. Justice James Farley granted Air Canada's application of
February 19, 2004 seeking to have the terms of the Initial Stay
Order enforced to require the Greater Toronto Airports Authority
(GTAA) to abide by the agreement in place with respect to the
relocation of Air Canada's domestic operations to Pearson
Airport's new terminal. In particular, the Order requires the GTAA
to provide Air Canada all of the 14 contact gates in the domestic
area on a fixed preferential use basis on the opening of the
initial phase of the development of the new terminal.

"We are very pleased that the court has confirmed the terms of our
agreement on our relocation to the new terminal at Pearson." said
Montie Brewer, Executive Vice-President, Commercial." The new
terminal represents a very significant investment for Air Canada
and today's decision means our customers will derive the benefit
intended and the airline can proceed with its restructuring
business plan."


AMERCO: Has Until Saturday to Decide on Leases
----------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the AMERCO
Debtors sought and obtained Court approval to extend their time to
assume or reject unexpired non-residential real property leases to
February 28, 2004.

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)


AMERICAN HOSPITALITY: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: American Hospitality Concepts, Inc.
             703 Granite Street,
             P.O. Box 859078
             Braintree, Massachusetts 02184

Bankruptcy Case No.: 04-11240

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
The Ground Round, Inc.                     04-11235
GRXR of Hagerstown, Inc.                   04-11236
GRXR of Frederick, Inc.                    04-11237
GRXR of Charles County, Inc.               04-11238
Ground Round of Baltimore, Inc.            04-11239

Type of Business: The Debtor runs the Ground Round Grill & Bar
                  chain, a pioneer in the casual-dining segment
                  that offers a variety of American standards
                  and ethnic specialties. The Company operates
                  and franchises Ground Round locations in about
                  25 states and Ontario, Canada. In addition to
                  its flagship chain, It operates a handful of
                  Tin Alley Grill and Berkshire Grill units and
                  manages the John Harvard's Brew House chain.
                  See http://www.groundround.com/

Chapter 11 Petition Date: February 19, 2004

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtors' Counsel: Harold B. Murphy, Esq.
                  Hanify & King, P.C.
                  One Beacon Street, 21st Floor
                  Boston, MA 02108
                  Tel: 617-423-0400
                  Fax: 617-556-8985

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
American Hospitality         $0 to $50,000      $10 M to $50 M
   Concepts, Inc.
The Ground Round, Inc.       $1 M to $10 M      $10 M to $50 M
GRXR of Hagerstown, Inc.     $0 to $50,000      $10 M to $50 M
GRXR of Frederick, Inc.      $0 to $50,000      $10 M to $50 M
GRXR of Charles County, Inc. $0 to $50,000      $10 M to $50 M
Ground Round of Baltimore,   $0 to $50,000      $10 M to $50 M
Inc.

The Ground Round, Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Maines Paper & Food Service                $767,715
P.O. Box 642530
Pittsburgh, PA 15264-2530

US Food Service Eagan                      $646,079
2864 Eagandale Blvd.
Eagan, MN 55121

US Food Service Inc.                       $173,322

Gadsby & Hannah                            $152,061

Cananwill Inc.                             $116,613

CNL Funding 2000-A L.P.                    $110,315
c/o CNL Financial Services LP

PCK Development Company LLC                 $28,877

McKay Advertising Inc.                      $25,000

MNH Mall LLC                                $24,668

Silver City Galleria LLC                    $22,311

Granite Plaza Limited Partners              $22,016

Newburgh Capital Group LLC                  $21,898

ADP Inc.                                    $21,615

Warwick Mall                                $21,609
c/o Bliss Properties

Sirna & Sons-Mainline                       $19,364

S. Plaza Associates L.P.                    $18,572

Marketplace Mall                            $18,447

James A. DeBellis and                       $18,351
Melanie V. DeBellis

Highlander Plaza Realty Trust               $17,824

Johnstown Zamias L.P.                       $17,106


ANTARES PHARMA: Raises $14.6 Million in Private Equity Placement
----------------------------------------------------------------
Antares Pharma, Inc. (OTC Bulletin Board: ANTR) announced that it
raised an additional $5.1 million in its private placement of
common stock at a price of $1.00 per share, bringing the total
raised during the current private placement to $14,639,950.  The
Company issued to all purchasers five-year warrants to purchase,
at an exercise price of $1.25 per share, an aggregate number of
shares of common stock equal to 33% of the total number of shares
of common stock sold.  The transaction closed on Friday and funded
today.  SCO Securities LLC acted as the placement agent for the
entire offering.

On February 10, 2004, the Company previously announced that it had
raised $9.55 million through a private placement of common stock
(the "first closing").  The second closing on Friday completes
this equity offering.

"This successful equity placement and the continued interest of
the investment community demonstrate confidence in our Company and
serve as an endorsement of our business strategy and technology
platforms.  The proceeds provide the necessary working capital to
execute that strategy and allow for additional capital reserves,"
said Lawrence Christian, Chief Financial Officer of Antares
Pharma.

Antares Pharma recently announced a development agreement with
ProSkelia, SAS, a company with headquarters near Paris, France,
and a license agreement with NPMG, a privately held company with
products for use in the cosmetic field.  Both of these agreements
are for the development and future licensing of products utilizing
the Company's proprietary ATD(TM) gel technology.  In December
2003, Antares Pharma also announced a milestone payment from Eli
Lilly and Company, the licensee of Antares Pharma's needle-free
injection technology in the fields of diabetes and obesity.

                    About Antares Pharma

Antares Pharma develops specialty pharmaceutical products,
including needle-free and mini-needle injector systems,
transdermal gel technologies, and fast-melt oral tablet
technology.  These delivery systems are designed to improve both
the efficiency of drug therapies and the patient's quality of
life.  The Company currently distributes its needle-free injector
systems in more than 20 countries.  In addition, Antares Pharma
conducts research and development with transdermal gel products
and currently has several products in clinical evaluation with
partners in the U.S. and Europe.  The Company is also conducting
ongoing research to create new products that combine various
elements of the Company's technology portfolio.  Antares Pharma
has corporate headquarters in Exton, Pennsylvania, with
manufacturing and research facilities in Minneapolis, Minnesota,
and research facilities in Basel, Switzerland.

                         *    *    *

               Liquidity and Going Concern Uncertainty

In its most recent Form 10-Q filed with the Securities and
Exchange Commission, Antares Pharma reported:

"The [Company's] financial statements have been prepared on a
going-concern basis, which contemplates the realization of assets
and the satisfaction of liabilities and other commitments in the
normal course of business.

"The Company had negative working capital of $2,824,398 at
December 31, 2002 and working capital of $962,626 at September 30,
2003, respectively, and incurred net losses of $23,344,988 and
$30,032,000 for the three and nine-month periods ended September
30, 2003. In addition, the Company has had net losses and has had
negative cash flows from operating activities since inception. The
Company expects to report a net loss for the year ending
December 31, 2003, as marketing and development costs related to
bringing future generations of products to market continue and due
to approximately $23,000,000 in noncash charges related to the
restructuring of the Company's balance sheet during 2003. Long-
term capital requirements will depend on numerous factors,
including the status of collaborative arrangements, the progress
of research and development programs and the receipt of revenues
from sales of products. In July 2003 the Company raised $4,000,000
through two private placements of common stock. In September 2003
all outstanding convertible debentures and accrued interest and
all term notes and accrued interest due to the Company's largest
shareholder were converted into equity. Convertible debentures and
accrued interest of $1,693,743 was converted into 949,998 shares
of common stock and 243,749 shares of Series D Convertible
Preferred Stock. Principal of $2,300,000 and accrued interest of
$98,635 due to the Company's largest shareholder was converted
into 2,398,635 shares of common stock. Management believes that
the combination of the equity financing of $4,000,000, the
conversion of all debt to equity and projected product sales and
product development and license revenues will provide the Company
with sufficient working capital through the second quarter of
2004.

"Effective July 1, 2003, the Company's securities were delisted
from The Nasdaq SmallCap Market and began trading on the Over-the-
Counter Bulletin Board under the symbol."


ARMOR HOLDINGS: Executes New $31 Million Vehicle Armor Contract
---------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH), a leading manufacturer and
distributor of security products and vehicle armor systems,
announced that it has executed a new contract to provide hard
armoring for transport vehicles and HMMWVs.

The Company received a contract from the U.S. Army Tank-Automotive
and Armaments Command (TACOM) to supply hard-armoring kits for
four types of heavy tactical transport vehicles with initial
production totaling over 800 vehicles. Under a separate action by
the U.S. Marine Corps Systems Command, the Company also received a
contract to produce hard-armor components for 500 HMMWVs.   All
work on these contracts is expected to be completed in the current
year.  The Company noted that it expects this new business to
represent approximately $31 million of revenue incremental to the
Company's previous 2004 revenue guidance of $620 to $640 million.  
The new contracts will be executed partially by O'Gara-Hess &
Eisenhardt with the majority of effort to be completed by Simula,
Inc., the Company's recently acquired Phoenix based subsidiary.
    
Robert Schiller, President and Chief Operating Officer of Armor
Holdings, Inc., said, "We continue to work hard to provide
increased force protection for our military customers.  These
supplemental armoring systems for both heavy and light tactical
vehicles serve to diversify our product line.  We have broadened
the number of vehicle platforms to include heavy tactical vehicles
for which our customers look to Armor Holdings for their armoring
solutions."

                  About Armor Holdings, Inc.
    
Armor Holdings, Inc. (NYSE: AH) (S&P, BB Corporate Credit Rating,
Stable),  is a diversified manufacturer of branded products for
the military, law enforcement, and personnel safety markets.
Additional information can be found at:

                 http://www.armorholdings.com/


AURORA FOODS: Obtains Nod to Pay Prepetition Employee Obligations
-----------------------------------------------------------------
Pursuant to Sections 105(a), 507(a)(i), and 549 of the Bankruptcy
Code, the Aurora Foods Debtors sought and obtained the Court's
authority to pay their Prepetition Employee Obligations, as well
as its withholding and payroll-related taxes.  The Debtors also
obtained Court permission to direct all Banks to honor and pay all
prepetition and postpetition checks issued in respect of the
Prepetition Employee Obligations.

The Court authorizes the Debtors to pay or otherwise honor their
Compensation Obligations, up to and including $4,650 per Employee,
including but not limited to accrued and unpaid salaries and
wages.  Judge Walrath clarifies that independent or agency
contractors can be paid up to $130,000 on account of prepetition
obligations, to compensate workers.

The Debtors' Prepetition Employee Obligations include:

   (a) unpaid prepetition wages, salaries, and other compensation
       and expense reimbursements;

   (b) accrued vacation, sick, holiday, and excused leave days;
       and

   (c) Employee Benefits.

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. 20, 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)   


AVCORP IND: Issues 1-Mil. Shares to Export Dev't. in Lieu of Debt
-----------------------------------------------------------------
Avcorp Industries Inc. (AVP on the Toronto Stock Exchange) closed
a private placement with Export Development Canada. 1,026,056
units have been issued to EDC in lieu of payment of interest owed
by the Company to EDC up to December 31, 2003. Each unit consists
of one common share at a price of $0.58 and one warrant to
purchase one common share at a price of $0.638 if exercised before
February 19, 2005 or $0.667 if exercised between February 19, 2005
and February 19, 2006 when the warrants expire.

Export Development Canada (EDC) provides trade finance and risk
management services to Canadian exporters and investors in up to
200 markets. Founded in 1944, EDC is a Crown Corporation that
operates as a commercial financial institution.

Avcorp Industries Inc. is a Canadian aerospace industry
manufacturer. The Company is a single source supplier for
engineering design, manufacture and assembly of subassemblies and
complex major structures for aircraft manufacturers. For more
information, please visit http://www.avcorp.com/

At September 30, 2003, Avcorp Industries' balance sheet shows that
its total current liabilities outweighed its total current assets
by about C$7,784,000 compared to C$26 million as of June 30, 2003.


BEATON HOLDING: Signs-Up Heller Fraper as Bankruptcy Counsel
------------------------------------------------------------
Beaton Holding Company, LC and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Northern
District of Iowa to hire Heller, Fraper, Hayden, Patrick & Horn,
LLC as their bankruptcy counsel.

The Debtors relate that in preparing for these cases, Heller
Draper has become familiar with their businesses and affairs and
many of the potential legal issues that may arise in the context
of these chapter 11 cases.

Heller Draper will:

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

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

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

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

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

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

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

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

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

The hourly billing rates for attorneys at Heller Draper for
bankruptcy work range from:

      attorneys        $160 to $325 per hour
      paralegals       $60 to $80 per hour

The professionals primarily responsible for this bankruptcy matter
will be:

      Professional's Name    Billing Rate
      -------------------    ------------  
      Douglas S. Draper      $300 per hour
      Jan M. Hayden          $300 per hour
      Constant M. Marquer    $275 per hour
      Leslie A. Collins      $225 per hour
      Kenneth L. Roche, III  $160 per hour
      Mary E. Rolland        $80 per hour

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


BETHLEHEM STEEL: Gets Approval for Allegheny Settlement Agreement
-----------------------------------------------------------------
Allegheny Ludlum Corporation and the Bethlehem Steel Debtors are
parties to a certain operating agreement dated November 20, 1998,
concerning the ownership and operation of two 8,000 horsepower
electric motors installed at the Debtors' steel processing
facility at Conshohocken, Pennsylvania.

Pursuant to a Bill of Sale dated November 26, 1999, between
Allegheny and the Debtors, Allegheny acquired ownership of a
vacuum oxygen decarburization unit located at the Debtors' steel
processing facility at Coatesville, Pennsylvania, which Allegheny
subsequently abandoned.  

Allegheny filed Claim No. 521200 in the Debtors' bankruptcy
proceedings.

On May 7, 2003, International Steel Group Inc. and certain of its
subsidiaries acquired substantially all of the Debtors' assets,
including the Debtors' Coatesville and Conshohocken facilities.  
Under the ISG Sale, the Debtors sought, among other things, to:

    * assume and assign the Operating Agreement; and

    * sell the VOD free and clear of all liens, claims and  
      encumbrances.

Allegheny objected to the ISG Sale and commenced an adversary
proceeding:

   -- challenging the Debtors' ability to assign the Operating
      Agreement to ISG, and transfer ownership of the VOD to ISG
      free and clear of Allegheny's asserted interests therein;
      and

   -- seeking payment for asserted damages out of the ISG Sale
      proceeds.

The Debtors and ISG jointly answered in opposition to Allegheny's
complaint and filed a counterclaim in the Adversary Proceeding
for payment of $1,517,598 for outstanding amounts due to the
Debtors.  Allegheny contested the counterclaim.

To resolve all outstanding issues concerning Allegheny's Claim,
the Operating Agreement, the Motors, the VOD and the
Counterclaim, the Debtors, ISG, and Allegheny entered into a
settlement agreement.

The terms of the settlement agreement are:

A. ISG will pay Allegheny $370,000 by wire transfer, of
   immediately available funds to an account Allegheny
   designates.

B. ISG Plate Inc. and Allegheny will enter into a services
   agreement, under which ISG Plate will agree to perform
   these services for Allegheny:

   (a) melting of scrap steel, nickel, chromium, molybdenum and
       other components of stainless steel into ingots or the
       continuous casting thereof into slabs at the Coatesville
       Facility;

   (b) the processing of ingots/slabs, including ingots/slabs of
       stainless steel, stainless precipitation hardening grades,
       maraging grades and nickel and nickel-based alloys capable
       of being processed at the Conshohocken Facility and the
       Coatesville Facility; and

   (c) handling, shipping, storage and other operations related
       to these services.

   ISG Plate's obligations with respect to volume and pricing of
   the services it performs pursuant to the Services Agreement
   will be as set forth in the Services Agreement.  The services
   will be provided on no less favorable terms for melting and
   processing such ingots or slabs than are provided by ISG Plate
   to similarly situated, unaffiliated third Parties at the
   Coatesville Facility and the Conshohocken Facility.

C. ISG agrees that, starting on December 31, 2003, for a term of
   15 years thereafter, ISG Plate will provide Allegheny 24
   months' written notice prior to production and sale of
   stainless steel plate at the Coatesville Facility or the
   Conshohocken Facility.  Notwithstanding anything to the
   contrary contained in these provisions or in the Services
   Agreement, the earliest date upon which ISG Plate may give
   Allegheny the notice is January 1, 2005.

   This provision will not apply to production and sale of
   Duracorr.  ISG Plate agrees not to give the written notice in
   the absence of a good faith intent, to enter into the
   production and sale of stainless steel plate at the
   Coatesville Facility or the Conshohocken Facility.  ISG
   acknowledges and agrees that the remedy at law for breach of
   this provision will be inadequate and that, in addition to any
   other remedies Allegheny may have, Allegheny will be entitled
   to injunctive relief in the event of any breach or threatened
   breach.

D. Effective May 7, 2003, Allegheny relinquishes all claims of
   right, title and ownership in the VOD, which will be vested in
   ISG.  ISG agrees to indemnify, defend and hold harmless
   Allegheny and its affiliates with respect to any claims
   arising from operation or use of the VOD for all periods from
   and after May 7, 2003.

E. Effective May 7, 2003, the Operating Agreement will be deemed
   terminated and of no more force and effect.  ISG agrees to
   indemnify, defend and hold harmless Allegheny and its
   affiliates with respect to any claims arising from operation
   or use of the Motors for all periods from and after May 7,
   2003.

F. The settlement agreement provides a full and complete
   resolution of all issues and claims that have been raised,
   asserted, or could have been raised and asserted by any party
   with respect to Allegheny's Claim, the Operating Agreement,
   the Motors, the VOD, and the Counterclaims.  Accordingly, on    
   December 31, 2003:

   (a) Allegheny's Claim is deemed withdrawn; and

   (b) the Adversary Proceeding, including the Counterclaim, is
       deemed dismissed.

   The withdrawal and dismissal will be with prejudice and
   Allegheny, ISG, ISG Plate and the Debtors will be forever
   barred from asserting any claim, or initiating any proceeding
   in any forum, concerning the matters resolved by these  
   settlement terms.

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


BEYOND.COM: Reports Say Shareholders Won't Receive Distributions
----------------------------------------------------------------
Around December 18, 2003, Beyond.com Corporation, a Delaware
corporation filed a Summary of Financial Status for the month
ended November 30, 2003, with the United States Bankruptcy Court
for the Northern District of California, San Jose Division, in
connection with the voluntary petition for reorganization under
Chapter 11 of the United States Bankruptcy Code that was filed by
the Company on January 24, 2002 (Bankr. N.D. Calif. Case No.
02-50441).

On, or around, January 16, 2004, the Company filed a Summary of
Financial Status for the month ended December 31, 2003 with the
Bankruptcy Court, in connection with the Petition.

As set forth in the Company's previous filings, the Company's
stockholders will not receive any distributions during, or after,
the completion of the Bankruptcy Court proceedings.

Beyond.com Corporation is a provider of e-commerce technology and
services. The company builds, manages and markets online stores
for businesses. The Debtor also sells software and computer-
related products to the government and consumer markets.


BURLINGTON INDUSTRIES: First Post-Confirmation Status Report
------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that since the effectivity of the
Plan, the Distribution Trust Representative -- Avidity Partners,
LLC -- has been performing its obligations under the Plan and the
BII Distribution Trust Agreement.  The Trust anticipates that the
remainder of the Burlington Debtors' Reorganization Cases will
relate to the Trust's attempts to pursue assets of the Estates,
object to and liquidate Claims, and make Distributions under the
Plan.  The Distribution Trust Representative has been extremely
active in performing its duties thus far and intends to
expeditiously complete its obligations under the Plan.

                         Recovery Actions

On November 12, 2003, the Trust filed 84 Recovery Actions seeking
to avoid and recover alleged preferential transfers made to
various entities prior to the Petition Date.  As of January 22,
2004, the Trust is continuing to pursue 50 adversary proceedings
and has dismissed or agreed to dismiss 34 of the 84 adversary
proceedings.  The defendants in 13 of the 50 continuing adversary
proceedings have filed responsive pleadings.  Counsel to the
Trust agreed to extend the response date to February 11, 2004 for
many of the defendants in the Recovery Actions or is otherwise
working to continue the prosecution of the claims.

               Administrative and Fee Claims Issues

According to Ms. Booth, the Distribution Trust Representative is
in the process of analyzing and resolving the numerous claims
issues that remain in these Reorganization Cases.  Eighteen
parties have filed motions seeking payment of Administrative
Claims.  Another 20 parties have asserted entitlement to
Administrative Claim priority in their proofs and claim.  In
addition, 47 parties asserted reclamation Claims against the
Estates, which were not assigned with Claim numbers by the claims
agent but which assert entitlement to Administrative Claim
priority.  The Distribution Trust Representative is reviewing all
of these Administrative Claims and hopes to file any objections
prior to the objection bar date.  The Trust seeks an extension of
the objection bar date to protect the Estates' interest and
ensure a fair distribution to all creditors.

With regards to Fee Claims, 13 Professionals and the Creditors
Committee have filed final fee applications seeking final
allowance of fees and reimbursement of expenses.  The Fee
Auditor, Warren H. Smith and Associates, is reviewing the final
fee applications and will file a final report with the Court
detailing its findings and making its recommendations regarding
the fees and expenses requested in each of those applications.  
The Distribution Trust Representative is reviewing the Fee Claims
in preparation for the final hearing set on February 24, 2004 or
on a subsequent date that is convenient for the Court.

                        Claims Objection

Ms. Booth reports that majority of the work remaining in these
Reorganization Cases relates to resolving the 3,852 Claims that
were filed against or scheduled by the Debtors.  Majority are
Disputed Claims that will be the subject of various objections.  
Of these 3,852 Claims, 789 Claims have been withdrawn or expunged
and 3,054 Claims are pending against the Estates that need to be
analyzed.  

At present, the Trust Representative already filed its objections
to 132 Claims.  However, considering the number of Claims filed
against the Estates, the Trust Representative does not expect to
complete the review and the filing of objections to Claims by the
current Claims Objection Bar Dates.  

If the Distribution Trust Representative were to object to 300
Claims on a substantive basis every month, it could take more
than 10 months to object to all the potentially Disputed Claims.  
In addition, as objections to Claims are filed and responses
received, Ms. Booth states, the Distribution Trust Representative
expects to communicate with a number of claimants to resolve
disagreements without the need of a contested hearing, thereby
saving the Bankruptcy Court's time and resources.

Thus, the Trust Representative is seeking an extension of the
Claims Objections Bar Dates and relief from the Court from
certain requirements of the Local Rules to allow for the
efficient and appropriate administration of the Claims.

            Sale of Certain Distribution Trust Assets

Under the Plan, certain pieces of real property and other
personal property remain with the Estate and must be liquidated
by the Trust.  Since the Effective Date, Ms. Booth tells the
Court, the Distribution Trust Representative has sold three
parcels of real property and has entered into contracts for the
sale of one additional property.  

                  WLR Purchase Agreement Matters

Since November 10, 2003, the Distribution Trust Representative
has worked with the Buyer to resolve various issues related to
the sale of the Debtors' assets and business operations to the
Buyer.  The Distribution Trust Representative is finalizing the
working capital adjustment calculation required by the WLR
Purchase Agreement and has obtained the release of cash
collateral from a lender following the Buyer's issuance of a
$1,900,000 replacement letter of credit related to obligations
assumed by the Buyer under the Plan and the WLR Purchase
Agreement.  

Also, pursuant to the WLR Purchase Agreement, a preliminary pre-
closing capital calculation was delivered at the Closing for
purposes of calculating the working capital adjustment to the
purchase price paid that resulted in a reduction of the purchase
price by $32,800,000.  Subsequent to Closing, a final pre-closing
working capital calculation is to be prepared jointly by the
Buyer and the Distribution Trust Representative within 45 days
following the Closing Date -- January 16, 2004.

On January 12, 2004, the Buyer presented the Distribution Trust
Representative with information disclosing a further working
capital adjustment in favor of the Buyer.  After reviewing the
final pre-closing working capital calculation, the Distribution
Trust Representative notified the Buyer of its disagreement with
the Buyer's final pre-closing working capital calculation and has
asserted a working capital adjustment in favor of the Trust.  The
Buyer indicated its desire to resolve the issues prior to
January 26, 2004.

Under the WLR Purchase Agreement, the Buyer was to secure
replacement letters of credit for certain obligations it assumed.  
The $1,900,000 letter of credit was one such obligation.  
Accordingly, on January 15, 2004, the Buyer issued the
replacement letter of credit.  On January 20, 2004, the Trust
received $2,000,000 of cash collateral related to this letter of
credit.

                    Distributions Made to Date

For the Closing to occur and pursuant to the Plan, the Trust made
Distributions on account of certain Class 2 Claims and all Class
3 Claims totaling approximately $383,500,000 on the Effective
Date.  As of December 31, 2003, the Trust also paid the holders
of Allowed Administrative Claims $3,600,000.  Pursuant to a
stipulation resolving an objection to the Plan, the Trust made a
Distribution to a holder of an Allowed Priority Tax Claim for
$153,405.  Likewise, interim payments were made to Professionals
on account of Fee Claims totaling approximately $3,000,000.  As
Claims are determined to be Allowed Claims, the Trust will
continue to make the appropriate Distributions under the Plan.
(Burlington Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


CALL-NET ENTERPRISES: Year-End Result Being Webcast Today
---------------------------------------------------------
Notification of Year End Results event:

    CALL-NET ENTERPRISES INC. (TSX: FON.) (TSX: FON.B.) (OTCBB:
     CNEZF)
    Year End Results
    February 25, 2004, 1:00 PM ET

To listen to this event, please enter
http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=734140in
your web browser.

Call-Net Enterprises Inc. (S&P, B/Negative, LT Corporate Rating)
is a leading Canadian integrated communications solutions provider
of local and long distance voice services as well as data,
networking solutions and online services to households and
businesses. It provides services primarily through its wholly-
owned subsidiary, Sprint Canada Inc. Call-Net Enterprises and
Sprint Canada are headquartered in Toronto and own and operate an
extensive national fibre network with over 134 co-locations in
nine Canadian metropolitan markets.


CHATTEM INC: Amends Indenture Governing 8-7/8% Senior Sub. Notes
----------------------------------------------------------------
Chattem, Inc. (NASDAQ:CHTT), a leading marketer and manufacturer
of branded consumer products, announced, pursuant to its
previously announced tender offer and consent solicitation for any
and all of its $204,538,000 outstanding principal amount of its
8-7/8% Senior Subordinated Notes due 2008, that it has received
the requisite consents to adopt the proposed amendments to the
indenture governing the Notes. Adoption of the proposed amendments
required the consent of holders of at least a majority of the
aggregate principal amount of the outstanding Notes under the
indenture. The proposed amendments will eliminate substantially
all of the restrictive covenants and certain events of default in
the indenture.

Chattem, Inc., the guarantor under the indenture, and SouthTrust
Bank, N.A., in its capacity as Trustee under the indenture,
executed a supplemental indenture setting forth the proposed
amendments on February 23, 2004. The proposed amendments, however,
will become operative when the Notes are accepted and payment is
made pursuant to the terms of the Offer. Once the proposed
amendments to the indenture become operative, they will be binding
upon the holders of the Notes, including those not tendered into
the Offer.

The Offer is scheduled to expire at 12:00 midnight, New York City
time, on Tuesday, March 9, 2004, unless extended or earlier
terminated. The consent solicitation expired at 5:00 p.m., New
York City time, on Tuesday, February 24, 2004.

Chattem, Inc. has engaged Banc of America Securities LLC to act as
the exclusive dealer manager and solicitation agent in connection
with the Offer. Questions regarding the Offer may be directed to
Banc of America Securities LLC, High Yield Special Products, at
888-292-0070 (US toll-free) and 212-847-5834 (collect). Requests
for documentation may be directed to Global Bondholder Services,
the information agent for the Offer, at (866) 937-2200 (US toll-
free) and (212) 430-3774 (collect).

                       *     *     *

As reported in the Troubled Company Reporter's February 20, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate  credit rating on Chattem Inc., a provider of over-the-
counter health care products. At the same time, Standard & Poor's
assigned a 'B+' senior unsecured debt rating to Chattem's planned
$75 million floating rate note offering due 2010 and a 'B-' senior  
subordinated debt rating to Chattem's planned $125 million note  
offering due 2014. The outlook is stable.

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


CHESAPEAKE CORP: Amends & Restates $250M Senior Credit Facility
---------------------------------------------------------------
Chesapeake Corporation (NYSE: CSK) amended and restated its $250-
million senior credit facility, extending its term to February
2009.

The amended senior credit facility includes other terms and
conditions substantially similar to those in the previous facility
but with improved pricing and more favorable financial covenants.  
The senior credit facility will be used to refinance other debt,
fund working capital needs, finance acquisitions and provide cash
for general corporate purposes.

"The new credit facility provides us with enhanced, long-term
financial flexibility and liquidity to implement our business
plans for the next five years," said Andrew J. Kohut, Chesapeake's
Executive Vice President & Chief Financial Officer.  "We remain
committed to generating cash for our shareholders and debt
reduction, while having the financial resources in place to grow
our business."

Wachovia Capital Markets, LLC was a co-lead arranger and sole book
runner, and Banc of America Securities LLC and Citicorp North
America, Inc. were co- lead arrangers.  Wachovia Bank, National
Association is the administrative agent.  Chesapeake was
represented by Hunton & Williams LLP in the financing, while the
bank group was represented by Shearman & Sterling LLP.

Chesapeake Corporation is a leading international supplier of
value-added specialty paperboard and plastic packaging with
headquarters in Richmond, Va. The company is one of Europe's
premier suppliers of folding cartons, leaflets and labels, as well
as plastic packaging for niche markets.  Chesapeake has more than
50 locations in Europe, North America, Africa and Asia and employs
approximately 5,900 people worldwide.

                      *       *       *
    
As reported in the Troubled Company Reporter's January 22, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary 'BB' senior unsecured debt rating and preliminary 'B+'
subordinated debt rating to specialty packaging producer,
Chesapeake Corp.s  $300 million Rule 415 universal shelf
registration. All other  ratings were affirmed. The outlook is
stable.

"Proceeds from any securities issued under the shelf registration
could be used for general corporate purposes, including debt
repayment or acquisition financing," said Standard & Poor's credit
analyst Pamela Rice. Chesapeake's operating subsidiaries are not
expected to guarantee any senior unsecured notes that might be
issued under this registration. As a result, the actual senior
unsecured debt rating at the time of issuance could be one or two
notches below the corporate credit rating, based on the amount of
priority liabilities expected to rank ahead of senior unsecured
lenders in the event of bankruptcy.
     
The ratings on Richmond, Va.-based Chesapeake Corp. reflect its
limited product diversity, competitive pricing pressures, modest
level of discretionary cash flow, and aggressive debt leverage,
partially offset by its leading position in European specialty
packaging markets, value-added product mix, diverse end use
markets, and relatively stable demand.


CLARENT CORP: Weng-Chang Ko Discloses 5.3% Equity Interest
----------------------------------------------------------
Wen-Chang Ko of Taipei, Taiwan, Republic of China, may be deemed
to be the beneficial holder of 613,781 shares of Clarent
Corporation held by WK Technology Fund, 484,973 Clarent shares
held by WK Technology Fund IV, and 372,000 Clarent shares held by
WK Technology Fund V.  Mr. Ko is the chairman and a beneficial
owner of each of the above WK Technology Funds and also chief
executive officer and beneficial owner of WK Associates which acts
as investment adviser to each of the WK Technology Funds. As a
result of such positions, Mr. Ko may be deemed to share voting and
investment power with the Board of Directors of each of the WK
Technology Funds with respect to the shares held by each such
Fund.  Mr. Ko disclaims beneficial ownership of the shares held by
the WK Technology Funds except to the extent, if any, of his
pecuniary interest therein.

In addition, Mr. Ko beneficially owns 708,000 shares of Clarent
Corporation common stock over which he holds sole powers of voting
and disposition.  The aggregate total of his holdings represents
5.3% of the outstanding common stock of Clarent Corporation.

Clarent Corporation provides softswitch and enterprise
convergence solutions for next generation networks. Clarent
solutions enable service providers and enterprises to quickly
deploy an integrated network capable of carrying both voice and
data traffic, deliver capital and operating expense savings, and
generate new revenue opportunities with innovative services.
Founded in 1996, Clarent is headquartered in Redwood City,
California, and has offices in North America, Europe and Asia.
For more information please visit http://www.clarent.com

Clarent Corporation filed its chapter 11 petition under the
federal bankruptcy laws on December 13, 2002 (Bankr. N.D. Calif.
Case No. 02-33504). Debra I. Grassgreen, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represent the Debtor in this case.


COMDISCO: Windspeed to Manage Ventures Warrant & Equity Portfolio
-----------------------------------------------------------------
Comdisco Holding Company, Inc.'s (OTC:CDCO) subsidiary, Comdisco,
Inc. entered into agreements with Windspeed Acquisition Fund GP,
LLC for the ongoing management and liquidation of Comdisco
Ventures, Inc.'s warrant and equity investment portfolio. The
management agreement includes substantially all of Comdisco
Holding Company Inc.'s warrant and equity investment portfolio.
Windspeed will be entitled to certain fixed and declining
management fees. Additionally, after Comdisco has realized a
specified amount, Windspeed will share in the net receipts at
various percentages.

The agreements further provide for Windspeed and Comdisco to make
additional equity investments in the portfolio that will be
isolated in a separate limited liability company also managed by
Windspeed. Comdisco's commitment to make additional investments is
limited to $1.5 million and is anticipated to be funded by
proceeds from the existing investment portfolio. Windspeed will be
entitled to an annual management fee equal to a percentage of the
funded commitments. Windspeed and Comdisco will thereafter share
distributions in accordance with their respective interests.

                       About Comdisco

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


CONSOL ENERGY: Shareholder RWE Closes Sale of Remaining Shares
--------------------------------------------------------------
CONSOL Energy Inc.'s (NYSE: CNX) former majority shareholder, RWE
of Essen, Germany, closed on a previously announced private
placement sale of its remaining 16.6 million shares of CONSOL
Energy common stock.

On September 23 and 24, 2003, RWE closed on a previously announced
sale of 14.1 million shares of CONSOL Energy common stock. On the
same dates, CONSOL Energy closed on a previously announced sale of
11 million primary shares of its common stock, increasing the
total shares of common stock outstanding to 89.8 million and
reducing RWE's initial majority interest from 73.6% to 48.9%.
    
On October 9, RWE closed on the sale of an additional 27.3 million
shares of CONSOL Energy common stock. That sale reduced RWE's
ownership to 16.6 million shares, or 18.5 percent.
    
CONSOL Energy Inc. (S&P, BB- Corporate Credit Rating, Negative)is
the largest producer of high-Btu bituminous coal in the United
States. CONSOL Energy has 19 bituminous coal mining complexes in
seven states. In addition, the company is one of the largest U.S.
producers of coalbed methane with daily gas production of
approximately 146.2 million cubic feet from wells in Pennsylvania,
Virginia and West Virginia. The company also has a joint-venture
company to produce natural gas in Virginia and Tennessee, and the
company produces electricity from coalbed methane at a joint-
venture generating facility in Virginia.

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

                http://www.consolenergy.com/


CORRPRO: May File for Bankruptcy if Recapitalization Plan Fails
---------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), reported results for its
fiscal 2004 third quarter and the nine months ended December 31,
2003.

Revenues from continuing operations for the fiscal 2004 third
quarter increased 3.5% to $32.9 million compared to $31.8 million
in the fiscal 2003 third quarter. Improved revenue levels and
operating efficiencies, as well as lower costs, contributed to the
Company's operating income from continuing operations of $2.8
million in its fiscal 2004 third quarter, compared to $2.6 million
in its fiscal 2003 third quarter; and to net income from these
continuing operations of $0.6 million, or $0.07 per share,
compared to $0.4 million, or $0.04 per share, respectively. The
Company reported total net income including discontinued
operations for the quarter of $0.4 million, or $0.05 per fully
diluted share.

Revenues from continuing operations for the nine months ended
December 31, 2003 increased 8.1% to $100.4 million compared to
prior-year period revenues of $92.9 million. Supported by
increased revenues, lower restructuring costs, and improved
operating efficiencies, operating income from continuing
operations was $9.5 million for the nine months ended December 31,
2003, compared to $4.5 million in the prior-year period. The
Company reported income from continuing operations, after interest
and taxes, of $3.3 million for the nine months ended December 31,
2003, compared to a loss of $1.3 million in the prior-year period.

Including discontinued operations, the Company had a net loss of
$0.6 million for the nine months ended December 31, 2003, compared
to a $23.6 million net loss in the prior-year period. In addition
to improved revenue levels, lower restructuring costs, and
improved operating efficiencies, the sharply reduced net loss was
attributable to non-cash goodwill impairment charges resulting
from a change in accounting principle reflected in the results for
the first nine months of fiscal 2003. The total net loss per share
on a diluted basis was $0.06 per share compared to $2.81 per share
in the prior-year period. Additional financial information with
respect to the fiscal 2004 third quarter is available in the
Company's Form 10-Q for the quarter ended December 31, 2003, as
filed with the Securities and Exchange Commission.

"We continue to see incremental improvements in our operating
results while concurrently carrying out the challenging process of
refinancing and recapitalizing the Company. The continued
implementation of our business restructuring plan, resulting in
streamlined operations and reduced costs, has increasingly allowed
us to generate positive cash flow, reduce debt and position the
Company to take advantage of attractive market opportunities,"
commented Joseph W. Rog, Chairman, Chief Executive Officer and
President. "However, notwithstanding these incremental
improvements, the Company continues to operate under short-term
forbearance agreements with its senior lenders. The Company's
viability remains at risk due to the severe adverse consequences
that would befall it in the event our proposed recapitalization
plan is not implemented and our existing senior debt is not
retired by March 31, 2004.

"We have mailed the proxy statement presenting to our shareholders
for their approval the proposed refinancing and recapitalization
of the Company. Our shareholders should recognize that if they do
not approve the refinancing and recapitalization plan at our March
16, 2004 shareholders' meeting, and the transaction does not close
by March 31, 2004, the Company will not be able to meet the senior
debt obligations which will then be due. Having already granted
several extensions to allow us to complete this process, our bank
lenders have at this point in time indicated they are not willing
to extend the due date of the bank facility any further.

"Our objective is to complete the proposed recapitalization so
that we can devote our full attention to operating the business
and creating value for our shareholders. However, our ability to
implement this plan is dependent upon shareholder approval and the
timely completion of the refinancing and recapitalization
transaction. There are presently no other viable third party
refinancing or recapitalization proposals available to the
Company. If we fail to gain the shareholder approval necessary to
complete our proposed recapitalization plan, and are faced with
default notices and foreclosure proceedings commenced by the
existing lenders, we would have no foreseeable alternative but to
seek protection under applicable bankruptcy laws. Bankruptcy would
likely substantially diminish the value of our common shares."

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


COVANTA: Asks Court to Sustain Objections to Browne Gregg's Claim
-----------------------------------------------------------------
Debtor Covanta Lake, Inc. developed and now owns and operates a
solid waste disposal and electric power generating resource
recovery facility in Lake County, Florida pursuant to a service
agreement dated November 8, 1988, by and between the Board of
County Commissioners of Lake County, Florida and NRG/Recovery
Group, Inc.  On October 10, 2000, Lake County sought to set aside
the Service Agreement, claiming that its Board of County
Commissioners lacked authority under the Florida Constitution to
enter into the Service Agreement in 1988.  Lake County's lawsuit
was stayed by the commencement of the Debtors' Chapter 11 cases.

Covanta Lake sought to assume the Service Agreement, and filed an
adversary proceeding, seeking a declaration of the validity and
enforceability of the Service Agreement and damages from Lake
County.  After protracted negotiations over many months, Covanta
Lake and Lake County reached a tentative agreement to settle the
disputes.

Covanta Lake, Inc. and F. Browne Gregg are also parties to a
written agreement dated October 17, 1988.  Mr. Gregg, a resident
of Florida, claims to be a creditor of certain of the Debtors.  
The parties entered into a First Amendment to the FBG Agreement
on January 4, 2000.  Debtor Covanta Energy Corporation and Mr.
Gregg are also parties to a written Guarantee Agreement dated
November 19, 1988.

Pursuant to the FBG Agreement:

   * Covanta Lake paid Mr. Greg $6,000,000 for the right to
     acquire the assets of the original proposed developer of the
     Facility -- NRG/Recovery Group, Inc.  The principal assets
     were permits and contracts that gave Covanta Lake the right
     to build, own and operate the Facility, and to acquire the
     real estate on which the Facility was to be located;

   * Covanta Lake is required to pay to Mr. Gregg under a set of
     formulae restated in the First Amendment that portion of the
     fixed component of the Operations and Maintenance Charge
     paid to Covanta Lake under the Service Agreement, adjusted
     for the Escalation Factor in the Service Agreement and
     further adjusted by a complex formula having to do with
     certain types of waste from sources other than Lake County;

   * Under certain circumstances, Covanta Lake is required to
     deliver to Mr. Gregg residue produced at the Facility as Mr.
     Gregg may request, "to a point 10 feet beyond the boundary
     line of FBG lands west of and adjacent to the Facility."  In
     the event that the Residue is delivered to Mr. Gregg, the
     FBG Agreement provides that Mr. Gregg will be paid:

        (a) any Bonus Fee Lake County pays to Covanta Lake under
            the Service Agreement for Reduced Revenue Disposal;
            and

        (b) $2 subject to escalation per ton for each ton of
            residue accepted by NRG; and

   * The FBG Agreement will terminate on the date the Service
     Agreement is terminated.

On August 8, 2002, Mr. Gregg filed a proof of claim against the
Debtors for $3,699,236.  On January 10, 2003, Mr. Gregg filed an
amended proof of claim against Debtor Ogden Facility Holdings,
Inc. for $4,669,392.  Mr. Gregg seeks payment for amounts
allegedly owed to him under the FBG Agreement, including a claim
for:

   -- damages for not receiving Residue pursuant to the FBG
      Agreement; and

   -- revenue sharing.

David Smith, Esq., at Schnader Harrison Segal & Lewis, in
Philadelphia, Pennsylvania, notes that while the FBG Claim lists
Ogden New York Services, Inc. and Ogden Facility Holdings, Inc.
as the Debtors against which the claims are made, Mr. Gregg has
no relationship with, or other basis for asserting a claim
against any of the Debtors other than Covanta Lake and Covanta
Energy.

The Debtors object to the FBG Claims as insufficient and without
merit because:

   (a) there is no basis for any claim for damages for Residue;

   (b) the revenue sharing claim through January 9, 2003 is
       grossly overstated; and

   (c) the claim for revenue sharing after January 9, 2003 is
       limited to the amount that accrues up to and including the
       date on which the Service Agreement and the FBG Agreement   
       both will terminate.

Accordingly, the Debtors ask the Court to sustain their objection
to the FBG Claim.

Mr. Smith asserts that the Debtors' objection should be sustained
because:

   (a) Covanta Lake could not deliver the Residue to Mr. Gregg
       because he lacked both the necessary permits and the
       willingness or ability to accept Residue at the location
       specified in the FBG Agreement;

   (b) Mr. Gregg's allegation that he has been damaged by Covanta
       Lake's supposed failure to deliver Residue is without
       merit because he:

          -- never requested delivery of Residue to the location
             provided in the FBG Agreement;

          -- never obtained the permits necessary for Covanta
             Lake to deliver the Residue; and

          -- was not damaged, in any event, by not receiving
             Residue;

   (c) Mr. Gregg is not owed any amount for revenue sharing
       through the date the Service Agreement will be terminated;
       and

   (d) For the period after the termination of the Service
       Agreement, Mr. Gregg is also not entitled to any recovery
       because the termination of the Service Agreement
       terminates the FBG Agreement.  

                        Mr. Gregg Responds

Barbra R. Parlin, Esq., at Holland & Knight, in New York,
contends that the Debtors' interpretation of the FBG and Service
Agreements has no basis in the facts or the law and defies simple
economic logic while their critique of Mr. Gregg's damage
analysis fails to acknowledge that any uncertainty in the
calculations is a direct result of the Debtors' failure to
deliver Residue to Mr. Gregg.  

"When all the smoke has cleared, the issue before the Court is
not whether the Debtors or Lake County would have prevailed in
their litigation, but whether the decision to settle the Debtors'
claims against Lake County by cutting Mr. Gregg out of the
equation, was made in good faith," states Ms. Parlin.

Ms. Parlin argues that:

A. The Debtors Must Not Be Permitted To Fund Their Settlement  
   With Lake County Using Mr. Gregg's Money

   The Debtors asserted that the amounts invoiced to Lake County,
   that would flow to Mr. Gregg pursuant to the FBG Agreement,
   were proper charges under the Service Agreement.  Thus, Ms.
   Parlin maintains, the Debtors are barred from arguing that Mr.
   Gregg is now required to prove the propriety of the charges
   before he can collect damages for the Debtors' decision to
   waive their right to collect it.  

   Clearly, the Debtors did not reserve to themselves any
   discretion to settle payment disputes with Lake County when
   settlements would affect or impair Mr. Gregg's rights but
   rather, obligated themselves to obtain Mr. Gregg's consent
   when his rights were at issue.  Even if they had retained
   discretion to settle payment disputes that relate to Mr.
   Gregg's money without his consent, it is well settled that
   "where the terms of the contract afford a party substantial
   discretion to promote that party's self-interest, the duty to
   act in good faith nevertheless limits that party's ability to
   act capriciously to contravene the reasonable contractual
   expectations of the other party."

   Under these circumstances, Ms. Parlin asserts that the Court
   must overrule the Debtors' objection to Mr. Gregg's claim for
   past due Revenue Share and award him damages for $1,023,581.

B. Mr. Gregg's Future Revenue Share Claim Must Be Allowed

   Ms. Parlin notes that it is clear that the Debtors have not
   made any efforts to protect Mr. Gregg's rights under the
   Service Agreement except insofar as those rights happened to
   coincide with their own interests.  Despite the prohibitions
   in the FBG Agreement and the implied covenant of good faith
   and fair dealing, the Debtors are attempting to cut off Mr.
   Gregg's rights by entering into a "new agreement" with Lake
   County -- the most material effect of which is to eliminate
   Mr. Gregg's share of the Facility revenue and his Residue
   related-rights.  Under the circumstances, the Debtors'
   citation to their supposed "commercially reasonable" efforts
   to preserve the Service Agreement and Mr. Gregg's rights is
   entirely disingenuous.  

   Ms. Parlin notes that the Debtors' request to assume the
   Service Agreement provides the Court with several compelling
   reasons why it must find that the Service Agreement is a
   valid, continuing, prepetition executory contract that could
   be assumed by Debtors.  Thus, contrary to what the Debtors are
   alleging now, the Service Agreement has not been and is not
   going to be terminated.  Instead, it is continuing, although
   in an amended form.

   Consequently, the Debtors are liable to Mr. Gregg for Future
   Revenue Share.  Under the circumstances, the Court must
   overrule the Debtors' objection to Mr. Gregg's claim for
   Future Revenue Share and award him $9,676,016 in damages.

C. Mr. Gregg's Damage Calculations Are Correct

   Ms. Parlin reminds the Court that Mr. Gregg has submitted
   testimony and documentary evidence that demonstrate the
   present value of the damages he has and will incur as a result
   of the Debtors' breach of their obligation to pay his Revenue
   Share and to deliver Residue.  Kyle Garrett prepared Mr.
   Gregg's damage calculations.  From 1989 through 1999, Mr.
   Garrett served as business manager of the Facility with the
   responsibility for calculating the amounts due to Mr. Gregg as
   well as the fees due from Lake County under the Service
   Agreement.  Thus, Mr. Garrett has substantial experience in
   the waste-to-energy field and in interpreting the contracts at
   issue.  Ms. Parlin points out that the Debtors cannot dispute
   Mr. Garrett's experience or his substantial knowledge of the
   FBG and Service Agreements.

   Mr. Garrett summarizes the damages due to Mr. Gregg:

   Category                                               Amount
   --------                                               ------
   O&M/ARMA Payments -- Currently Due                 $1,023,581
   O&M/ARMA Payments -- April 2002 to June 2014        9,676,016
   Failure to Process Guaranteed Tonnage 2000/01         354,709
   Failure to Deliver Ash -- 10/17/01 to 03/31/02        587,538
   Future Ash Damages -- 04/01/02 to 06/30/14         12,448,563
   Interest on Prepetition Claims                         45,579
                                                      ----------
   TOTAL CLAIM                                       $24,135,986
                                                      ==========

   Ms. Parlin further argues that:

   (a) The Debtors Cannot Double Count the Tonnage Risk Guarantee
       to Avoid Revenue Share Liability

       The Debtors argue that the FBG Agreement authorizes them
       to offset any obligation they might have to pay Mr.
       Gregg's Revenue Share, irrespective of whether any Annual
       Revenue Makeup Amounts payment is due for that year to
       Lake County, by counting Mr. Gregg's share of the Debtors'
       tonnage risk guarantee twice, once as part of the    
       calculation of Mr. Gregg's ARMA Share and once again as a
       deduction against his payments due under the FBG
       Agreement.

       Under the Debtors' theory, Mr. Gregg's ARMA share for all
       waste, as well as his share of the O&M payments, would be
       wiped out when his share of the tonnage risk guarantee is
       applied as an offset for the second time.  The Debtors'
       reading of the FBG Agreement assumes that the parties
       intended for Mr. Gregg to give away his interest in NRG
       and the Facility for free.  Ms. Parlin notes that this
       simply makes no sense.

   (b) Mr. Gregg's Calculation of the Revenue Share is Proper

       The FBG Claim seeks damages for the Debtors' failure to
       pay Mr. Gregg's Revenue Share due for 2002 to 2003 as well
       as Revenue Share amounts that will come due in the future.  
       The Revenue Share Claim has three basic components:

          -- Mr. Gregg's share of O&M payments;

          -- Mr. Gregg's share of ARMA and the Additional
             Waste Service Fee; and

          -- interest related to amounts that came due
             prepetition.

       The Debtors have not challenged the method by which Mr.
       Gregg calculated the amounts due to him either with
       respect to amounts that are past due or amounts that will
       come due in the future.  In fact, Ms. Parlin points out,
       the Debtors admitted at trial that the amounts billed for
       the Additional Waste Service Fee were proper under the
       Service Agreement.  Thus, no further proof as to the
       propriety of the charges is required.  

       The Debtors also mischaracterized Mr. Garrett's testimony
       as to the impact of the tonnage assumption upon the
       overall Gregg Claim, citing that a 7% reduction in the
       tonnage assumption would zero out or vastly diminish
       portions of Mr. Gregg's future Revenue Share Claim.  To
       the contrary, Mr. Garrett testified that while the tonnage
       assumption was the most sensitive of his assumptions
       because it affects the ARMA and the residue related claim,
       he specifically stated that :

          -- the tonnage assumption was not the only key
             assumption; and

          -- a reduction in the tonnage numbers would not, by
             itself, eliminate future ARMA claims under the FBG
             Agreement.

    (c) Mr. Gregg's Residue Related Damages are Proper

        Ms. Parlin tells the Court that Mr. Gregg has all
        necessary permits to accept, process and sell Residue
        for daily cover, and has complied with all Florida DEP
        requirements to accept delivery of Residue.  Like his
        other claims, Mr. Gregg's Residue-related Damages were
        calculated using conservative assumptions grounded in the
        express provisions of the FBG and Service Agreements.

        The Court must allow Mr. Gregg's Residue-related damages
        claim in full because:

           (1) Mr. Gregg provided the Debtors sufficient notice
               under the FBG Agreement and a written demand for
               the Residue;

           (2) The Debtors' ownership of the buffer strip does
               not excuse their duty to deliver Residue;

           (3) Mr. Gregg is ready, willing and able to take and
               process the Residue; and

           (4) Mr. Gregg's has shown that his calculations as to
               proper amount of the Residue-related damages are
               premised on:

               -- the explicit terms of the FBG Agreement and the
                  Service Agreement;

               -- data obtained from the Debtors' own records or
                  readily available in the market; and

               -- tests of the Recyclable 100 equipment.

        Therefore, the Court must overrule the Debtors' objection
        to Mr. Gregg's claim for Residue-related damages and
        award him damages amounting to $13,036,100.

Accordingly, Mr. Gregg asks the Court to allow his claim in full
for $24,135,986.

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)   


DELACO COMPANY: Wants to Hire Skadden Arps as Bankruptcy Counsel
----------------------------------------------------------------
The Delaco Company asks the U.S. Bankruptcy Court for the Southern
District of New York for authority to hire Skadden, Arps, Slate,
Meagher & Flom LLP as its bankruptcy counsel.

The Debtor reports that in January 2003, Skadden Arps began to
provide advice in connection with a possible restructuring.  The
Debtor and Skadden Arps have worked closely and in doing so the
firm has become uniquely familiar with many of the potential legal
issues that may arise in the context of this case.

In this engagement, Skadden Arps will:

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

     b) attend meetings and negotiating with representatives of
        creditors and other parties in interest and advising and
        consulting on the conduct of the case, including all of
        the legal and administrative requirements of operating
        in chapter 11;

     c) take all necessary action to protect and preserve the
        Debtor's estate (except matters with respect to which
        the Debtor has looked to other counsel), including the
        prosecution of actions on its behalf, the defense of
        actions commenced against the estate, negotiations
        concerning litigation in which the Debtor may be
        involved, and objections to claims filed against the
        estate;

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

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

     f) advise the Debtor in connection with any sale of assets;

     g) appear before this Court, any appellate courts and the
        U.S. Trustee, and protecting the interests of the
        Debtor's estate before such courts and the U.S. Trustee;
        and

     h) perform other necessary legal services and providing
        other necessary legal advice to the Debtor in connection
        with this chapter 11 case.

D. Jansing Baker, Esq., reports that the firm's present hourly
rates range from:

      Professional                         Billing Rate
      ------------                         ------------
      partners and of-counsel              $495 - $725 per hour
      associates and counsel               $280 - $485 per hour
      legal assistants and support staff   $80 - $195 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.


ECHOSTAR: Schedules Q4 2003 Earnings Conference Call on March 11
----------------------------------------------------------------
EchoStar Communications Corporation will host its fourth quarter
2003 earnings conference call on Thursday, March 11, 2004, at noon
EST.

The call will be broadcast live from EchoStar's website,

     http://www.echostar.com/or http://www.dishnetwork.com/

The dial-in number is (800) 616-6729.

To access the webcast of this event, you will need a multimedia
computer with speakers and Microsoft's Windows Media Player (TM).
If you would like to run a test to determine whether Microsoft's
Windows Media Player (TM) is installed on your computer, please
access the Pre-Event System Test on the website prior to the live
event.

Fourth quarter 2003 results will be released via Business Wire
prior to the conference call on Thursday, March 11, 2004. The
press release and a replay of the conference call will be
available on the EchoStar website, http://www.echostar.com/

No telephone replay of the conference call will be made available.

                   About EchoStar Communications

EchoStar Communications Corporation (NASDAQ: DISH) (S&P, BB-
Corporate Credit Rating, Stable) serves over 9 million satellite
TV customers through its DISH Network(TM), and is a leading U.S.
provider of advanced digital television services. DISH Network's
services include hundreds of video and audio channels, Interactive
TV, HDTV, sports and international programming, together with
professional installation and 24-hour customer service. DISH
Network is the leader in the sale of digital video recorders
(DVRs). EchoStar has been a leader for 23 years in satellite TV
equipment sales and support worldwide. EchoStar is included in the
Nasdaq-100 Index (NDX) and is a Fortune 500 company. Visit
EchoStar's Web site at http://www.echostar.com/


ENRON CORP: Seeks Consent for Mariner and MEI Merger Deal
---------------------------------------------------------
Enron Corporation and Enron North America Corporation ask the
Court, pursuant to Sections 105(a) and 363(b) of the Bankruptcy
Code, to authorize and approve:

   (a) their consent, by and through their subsidiaries and
       affiliates, to the merger of Mariner Energy LLC and MEI
       Acquisitions LLC, pursuant to an Agreement and Plan of
       Merger, dated as of January 23, 2004, by and among MEI
       Acquisitions Holdings LLC, Mariner LLC, MEI Acquisitions
       LLC, Mariner Holdings, Inc., Mariner Energy, Inc., Joint
       Energy Development Investments Limited Partnership and
       Enron;

   (b) Enron's execution and delivery of, and performance of
       its obligations under, the Agreement; and

   (c) the consummation of the transaction contemplated therein.

Mariner Inc. is a wholly owned subsidiary of Mariner Holdings,
which is itself a wholly owned subsidiary of Mariner LLC.  
Mariner LLC's membership interests are held by JEDI -- 95.7% of
the issued and outstanding membership interests -- and certain
current and former employees to the extent of 4.3% of the issued
and outstanding membership interests.  JEDI has three partners --  
Enron, Enron Capital Management LC and Enron Capital Management
LLC.  Enron Capital LC and Enron Capital LLC are indirect, wholly
owned subsidiaries of Enron and ENA.

In March 2000, Mariner LLC established an unsecured term loan
with ENA to repay amounts outstanding under various affiliate
credit facilities at Mariner LLC and Mariner Energy, Inc.  In
conjunction with the loan agreement, Mariner LLC issued warrants
to ENA providing the right to purchase up to 900,000 common
shares of Mariner LLC for $0.01 per share.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the term loan and the warrants were
subsequently assigned to ECTMI Trutta Holdings LP.  As of
December 31, 2003, the total amount outstanding under the Trutta
Term Loan was $192,783,893.

Prior to the Petition Date, Mariner Inc. sold oil and gas to ENA
and its affiliates.  As of the Petition Date, Mariner Inc.
asserted unsecured claims aggregating $10,700,000 against ENA and
ENA Upstream Company LLC, for which it has filed proofs of claim.

After the Petition Date, Enron concluded that the value of its
interest in Mariner LLC could best be realized through a sale of
all or substantially all of Mariner LLC and Mariner Inc., or
through a merger transaction.  In 2002, Enron and its financial
advisors commenced a marketing process.  In connection therewith,
Enron contacted 280 potential purchasers and invited them to
submit bids.  From these contacts, 51 parties executed
confidentiality agreements and five parties submitted indications
of interest in purchasing some of the assets.  Unfortunately, Mr.
Sosland reports, the aggregate value of the highest of these
offers was insufficient to satisfy the Trutta Term Loan and
provide a return to equity.  Consequently, negotiations with
these parties terminated.

In the second quarter of 2003, Mr. Sosland informs Judge Gonzalez
that Mariner Inc.'s management approached a select group of
potentially interested parties regarding a transaction.  On
July 29, 2003, ACON Investments submitted an indication of
interest and commenced due diligence.  On August 25, 2003, Enron
executed an exclusivity agreement with Acon with respect to
Mariner LLC.  

On January 23, 2004, Mariner LLC, MEI LLC, Parent MEI Holdings,
Mariner Holdings, Inc., Mariner Inc., JEDI and Enron executed the
Agreement with respect to the Merger.  The Agreement has these
principal terms:  

A. Merger

   MEI LLC will be merged with and into Mariner LLC, and
   Mariner LLC will be the surviving limited liability company
   in the Merger.  The Limited Liability Company Agreement of
   Mariner LLC will be amended.

B. Merger Consideration

   The gross merger consideration will be $271,100,000.  The
   sources of the Gross Merger Consideration include:

   (a) $135,000,000 in bank debt;

   (b) $100,000,000 in equity;

   (c) a $10,000,000 note issued by Mariner Inc. in favor of
       JEDI and secured by certain assets of Mariner Inc. -- the
       Project Company Note;

   (d) $24,165,000 in cash, which Mariner Inc. will dividend to
       Mariner Holdings, and Mariner Holdings in turn will
       dividend to Mariner LLC; and

   (e) the ENA Receivable, which the parties agreed has a value
       of $1,935,000.

C. Use of Merger Consideration

   The Gross Merger Consideration will be applied as:

   (a) $192,800,000, plus accrued interest from December 31,
       2003 to the Closing, will be escrowed to satisfy the
       Trutta Term Loan;

   (b) $8,000,000 will be escrowed for the benefit of the Parent
       Indemnified Parties in accordance with the terms of the
       Hold-Back Escrow Agreement;

   (c) $4,300,000 will be escrowed for the benefit of the
       holders of the Warrants;

   (d) $2,800,000 will be paid to the Minority Shareholders;

   (e) either (A) the Parent Note will be issued to JEDI, the
       principal amount of which may be offset against certain
       of JEDI's or Enron's indemnification obligations under
       the Agreement or (B) at the election of JEDI, $12,320,000
       of deferred consideration will be payable by Mariner Inc.
       to JEDI on the second anniversary of the Closing Date,
       which amount may be offset against certain of JEDI's or
       Enron's indemnification obligations under the Agreement;

   (f) Mariner Inc. will assign the ENA Receivable to JEDI; and

   (g) $51,300,000 will be paid to JEDI.

D. Contingent Consideration

   Mariner Inc. intends to drill five wells on or before June 30,
   2004.  In addition to the Gross Merger Consideration and
   depending on the success of the Drilling Program, JEDI, the
   Minority Shareholders and the holders of the Warrants may
   receive additional consideration in an aggregate amount not to
   exceed $25,000,000.

E. Conditions to Closing

   Article VIII of the Agreement contains the conditions to
   Closing the Merger, which principal conditions to Closing
   include:

   (a) the Court's approval;

   (b) the reaffirmation of a fairness opinion regarding the
       adequacy of the aggregate merger consideration, from a
       financial point of view, to the holders of the Warrants
       and Company Common Shares;

   (c) the receipt of an opinion regarding the solvency of
       Mariner Inc. at Closing and upon consummation of the
       transactions contemplated by the Agreement;

   (d) Parent's receipt of at least $135,000,000 in debt
       financing; and

   (v) either payment of the Distribution Amount or the
       execution by Acon E&P LLC and Carlyle Riverstone Global
       Energy and Power Fund II, L.P. of a guarantee or other
       assurance in form and substance reasonably satisfactory
       to JEDI and Parent guaranteeing or otherwise assuring to
       the recipients thereof the payment of an aggregate amount
       equal to the Distribution Amount and the ENA Receivable
       Amount immediately after the Effective Time.

F. Representations and Warranties

   The Agreement contains representations and warranties
   customary for a transaction of this nature.  Certain limited
   representations survive closing for a six-month period and
   certain representations with respect to taxes survive closing
   for a two-year period.  The Agreement contains a limited
   indemnity for breach of representations which, in the case of
   the representations subject to two-year survival, is
   supported by set-off rights against amounts owed by Mariner
   Inc. in respect of the Parent Note or deferred consideration,
   as applicable, and, in the case of the representations
   subject to six-month survival, is supported by the Hold-Back
   Escrow Amount.

G. Break-up Fee:

   In the event that (i) the Agreement is terminated pursuant to
   Section 3.2(d) or (ii) an Alternative Transaction providing
   aggregate consideration of at least $9,000,000 more than the
   Gross Merger Consideration is consummated within 12 months
   following a termination of the Agreement as a result of the
   Closing not having occurred on or before March 31, 2004, then
   JEDI agrees to (A) pay to the Person or Persons identified in
   writing to JEDI by Parent a break-up fee of $4,000,000; and
   (B) reimburse Parent for up to $1,000,000 of reasonable and
   documented out-of-pocket expenses incurred in connection with
   the transactions contemplated by the Agreement, in each case
   on the date of consummation of such Alternative Transaction;
   provided, however, in the case of either (i) or (ii), no
   Break-Up Fee will be due and payable if (x) a Parent Material
   Adverse Effect will have occurred and is continuing at the
   time of termination or (y) Parent or MEI LLC will have
   breached any of its obligations in a manner giving rise to
   JEDI's or the Company's right to terminate the Agreement
   pursuant to Section 3.2(f).  In addition, if the First Court
   Date scheduled in accordance with Section 7.5 is postponed to
   permit negotiations with respect to one or more Alternative
   Transactions, JEDI will pay to Parent a non-refundable amount
   equal to (i) $2,000,000 constituting payment of one-half of
   the Break-Up Fee, and (ii) up to $1,000,000 for reimbursement
   of reasonable and documented out-of-pocket expenses incurred
   in connection with the transactions contemplated by the
   Agreement; provided, however, no payment will be due and
   payable if (x) a Parent Material Adverse Effect will have
   occurred and is continuing at the time of postponement or (y)
   Parent or MEI LLC will have breached any of its obligations in
   a manner giving rise to JEDI's or the Company's right to
   terminate the Agreement pursuant to Section 3.2(f).

H. Liquidated Damages for Willful Breach

   If the Agreement is terminated in accordance with its terms
   as a result of a willful breach of the Agreement by the
   Mariner LLC, JEDI, Enron, Mariner Holdings or Mariner Inc.,
   upon termination, JEDI or Enron will pay to the Person or
   Persons identified to JEDI in writing by Parent an aggregate
   amount equal to $6,000,000 minus any amounts paid to Parent
   pursuant to permit negotiations with respect to one or more
   Alternative Transactions -- the Liquidated Damages Amount.
   In no event will Parent, MEIL LLC or any Person or Persons
   identified in writing by Parent to receive payment of the
   Liquidated Damages Amount individually or collectively
   be entitled to any more than the Liquidated Damages Amount.

I. Enron Indemnity for ERISA Liabilities

   Enron agrees to indemnify and hold the Parent Indemnified
   Parties harmless from and against any and all Liabilities,
   which (i) are imposed upon or assessed under Title IV of ERISA
   against Mariner LLC or any of its Subsidiaries or the assets
   thereof, including with respect to any liens, arising as a
   result of any of Mariner LLC or its Subsidiaries being
   considered an ERISA Affiliate of Enron or any of its
   Affiliates, or (ii) relate to any group health insurance plans
   sponsored or maintained by Enron or any of its Affiliates,
   subject to Enron's right to investigate, defend and settle the
   claims as provided in the Agreement.  All claims for
   indemnification made by a Parent Indemnified Party pursuant to
   the Agreement will be treated as an allowed administrative
   expense claim against Enron.

Mr. Sosland argues that the contemplated merger should be
approved on these grounds:

   (a) Other than Enron's obligations to pay the Liquidated
       Damages Amount, if ever, and indemnify and hold the
       Parent Indemnified Parties harmless from and against any
       and all ERISA Liabilities, the Merger does not directly
       involve property of the estate;

   (b) In accordance with internal policies and control
       procedures, Enron's Board of Directors has reviewed and
       approved the Merger;

   (c) The Merger will maximize the value of the Debtors'
       assets -- through its equity interests in JEDI -- and
       will potentially result in a greater return to creditors;

   (d) The marketing process realized the best price obtainable
       for Mariner LLC; and

   (e) The Agreement was negotiated at arm's length. (Enron
       Bankruptcy News, Issue No. 99; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


ENRON CORP: Pursuing Nod for Enron Canada & Papiers Merger
----------------------------------------------------------
Papiers Stadacona Ltee. is engaged in the business of producing
newsprint, directory paper and paperbound at a pulp and paper
mill in Quebec City, Quebec; the operation of a sawmill in St.
Emile, Quebec; and the ownership of 13,100 hectares of private
timberlands in Quebec.

According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in New York, the issued and outstanding share capital of
Papiers is composed of 1,100 Class A Shares and one Class C
Preferred Shares, all of which are held by Stadacona Holdco 3,
Inc.  Holdco 3 is a wholly owned indirect subsidiary of 4138198
Canada, Inc., formerly known as Compagnie Papiers Stadacona Ltee.  
Compagnie Papiers is a wholly owned subsidiary of EIM Holdings
II, B.V., a Netherlands corporation and intermediate holding
company owned indirectly by Enron Corporation and Enron North
America Corporation.

Enron Canada Corporation, a non-debtor affiliate of Enron, is a
corporation incorporated pursuant to the Canada Business
Corporation Act.  Enron Canada's equity is held by:

   (i) ENA, to the extent of one share of Enron Canada Common;

  (ii) Enron Canada Power Corporation, to the extent of
       846,370,176 shares of Enron Canada Class A Preferred; and

(iii) Enron, to the extent of 1,039,504,347 shares of Enron
       Canada Class B Preferred.

                The Sale of Stadacona Business

Mr. Sosland recalls that the Court authorized the sale of
substantially all assets and liabilities of Papiers and St.
Aurelie Timberlands Co., Ltd. on November 13, 2003.  The Sale
Transaction is anticipated to close on February 20, 2004.

Pursuant to the Sale Order, Enron will hold the proceeds received
from the Sale of the Business pursuant to the terms of the
Stipulation entered on May 15, 2003.

                    The Proposed Amalgamation

To take advantage of the non-capital losses carried forward by
Enron Canada, Papiers and Enron Canada will amalgamate into an
Amalgamated Entity, pursuant to the provisions of the Canada
Business Corporations Act.  In furtherance thereof, Papiers and
Enron Canada propose to enter into an Amalgamation Agreement
wherein:

   (i) the 1,100 Class A Shares and the one Class C Preferred
       share of Papiers held by Holdco 3 will be exchanged for
       1,000,000 shares of Amalgamated Entity Class C Preferred
       and 100,000 shares of Amalgamated Entity Class D
       Preferred;

  (ii) the one share of Enron Canada Common held by ENA will be
       exchanged for one share of Amalgamated Entity Common;

(iii) the 846,370,176 shares of Enron Canada Class A Preferred
       held by ECPC will be exchanged for 846,370,176 shares of
       Amalgamated Entity Class A Preferred; and

  (iv) the 1,039,504,347 shares of Enron Canada Class B
       Preferred held by Enron will be exchanged with
       1,039,504,347 shares of Amalgamated Entity Class B
       Preferred.

Pursuant to the Amalgamation Agreement, Papiers and Enron Canada
propose that shares of Amalgamated Entity Class C Preferred and
Amalgamated Entity Class D Preferred will be issued to Holdco 3
in the Amalgamation in exchange for all of the issued and
outstanding shares in Papiers.  The Amalgamated Entity Class C
Preferred will have these rights:

A. Voting Rights

   Except where the Canada Business Corporation Act specifically
   confers the right to vote, the Amalgamated Entity Class C
   Preferred will not have any voting rights.

B. Dividend

   No dividends will be permitted on the Amalgamated Entity
   Class C Preferred.

C. Sale Transaction Redemption

   Subject to the provisions of the Canada Business Corporation
   Act, Amalgamated Entity must redeem all of the Amalgamated
   Entity Class C Preferred on the date on which Papiers' assets
   are disposed in accordance with the Sale Transaction.  In
   this redemption, holders of the Amalgamated Entity Class C
   Preferred will receive their pro rata share of the potion of:

   (a) the Purchase Price allocated to Amalgamated Entity, less

   (b) the Transaction Costs permitted to be paid by Amalgamated
       Entity, as successor to Papiers, pursuant to the
       Stipulation.  The redemption price will be paid in these
       installments:

       1. An installment payable on the Closing Date in the
          aggregate amount of the Purchase Price received by
          Amalgamated Entity on the Closing Date less the
          Transaction Costs paid by the Corporation, as
          successor to Papiers, as permitted by the Stipulation;
          and

       2. By installment payable on each date of receipt by
          Amalgamated Entity of any portion of the Purchase
          Price attributable to the True-Up Amount or any
          adjustments to the Final Purchase Price Adjustment in
          the aggregate amount of the amount received on that
          date.

   Compagnie Papiers and Holdco 3 will be contractually
   responsible under the Compagnie Papiers/Holdco 3 Indemnity
   for paying any amount payable by Amalgamated Entity to White
   Birch with respect to any adjustments to the Final Purchase
   Price Adjustment or the True-UP Amount after the Closing Date.

D. Demand Redemption
  
   If the Sale Transaction does not close prior to February 23,
   2004, the holders of the Amalgamated Entity Class C Preferred
   may demand a redemption of the shares for all the shares of a
   subsidiary corporation of Amalgamated Entity to which all the
   business, assets and liabilities of Papiers, owned and
   operated by Amalgamated Entity since the date of the
   Amalgamation, will have been transferred and conveyed by
   Amalgamated Entity.

E. Dissolution, Liquidation or Winding Up

   If the Amalgamated Entity commences a dissolution,
   liquidation or winding up prior to the Closing Date, on the
   date immediately prior to the liquidation, dissolution or
   winding up, the Corporation will distribute to the holders of
   the Amalgamated Entity Class C Preferred, prior to holders of
   Common Shares, Amalgamated Entity Class A Preferred,
   Amalgamated Entity Class B Preferred, Amalgamated Entity
   Class D Preferred and Amalgamated Entity Class E Preferred
   all the shares of a subsidiary corporation of Amalgamated
   Entity to which all the business assets and liabilities of
   Papiers, owned and operated by Amalgamated Entity since the
   date of the Amalgamation, will have been transferred and
   conveyed by Amalgamated Entity.  If Amalgamated Entity
   commences a dissolution, liquidation or winding up after the
   Closing Date but prior to the final payment of the True-Up
   Amount or an adjustment to the Final Purchase Price
   Adjustment due from White Birch, if applicable, Amalgamated
   Entity will instruct White Birch to pay the amounts due pro
   rata to the holders of the right to receive the corresponding
   installments of the redemption price for the Amalgamated
   Entity Class C Preferred in satisfaction of the installments.

Mr. Sosland informs the Court that the Amalgamated Entity Class D
Preferred will have these rights:

A. Voting Rights

   The Amalgamated Entity Class D Preferred will not have any
   voting rights.

B. Dividend

   No dividends will be permitted on the Amalgamated Entity
   Class D Preferred.

C. Sale Transaction Redemption

   Amalgamated Entity must redeem all of the Amalgamated Entity
   Class D Preferred within 10 business days after the Closing
   Date.  Upon redemption, holders of the Amalgamated Entity
   Class D Preferred will receive their pro rata share of the
   cash Amalgamated Entity making up Excluded Assets.

D. Demand Redemption

   If the Sale Transaction does not close prior to February 23,
   2004, the holders of the Amalgamated Entity Class D Preferred
   may demand a redemption of the shares for the cash remaining
   in the former business of Papiers acquired in the
   Acquisitions.

E. Dissolution, Liquidation or Winding Up

   Upon the liquidation, dissolution or winding up of
   Amalgamated Entity, or other distribution of the assets of
   the Corporation or repayment of capital to its shareholders
   for purposes of winding up its affairs, holders of
   Amalgamated Entity Class D Preferred will receive, prior to
   holders of Amalgamated Entity Common Shares, Amalgamated
   Entity Class A Preferred, Amalgamated Entity Class B
   Preferred and Amalgamated Entity Class E Preferred, an amount
   equal to the cash of the former business of Papiers acquired
   in the Amalgamation.

Immediately prior to the Amalgamation, Papiers will pay, to the
extent it is able under applicable law, a dividend to Holdco 3 of
all of its cash in excess of CN$1,105,000 -- the amount of cash
which is to be sold to White Birch under the Purchase Agreement.  
In addition, Mr. Sosland states, Holdco 3 will contribute from
the dividend, or from cash contributed indirectly by Compagnie
Papiers, $1,500,001 to Amalgamated Entity representing a $1
purchase price for, and stated capital amount of, one share of
Amalgamated Entity Class E Preferred and a capital contribution
of $1,500,000.  Amalgamated Entity will subsequently purchase or
redeem the Amalgamated Entity Class E Preferred from Holdco 3 for
the $1 stated capital amount.

As the holders of the Enron Canada Common and Enron Canada Class
B Preferred, ENA and Enron have the right under the Canada
Business Corporation Act to approve the Amalgamation.  As the
sole holder of the Amalgamated Entity Common, ENA will have the
ability pursuant to the Unanimous Shareholders Agreement to vote
for the issuance, and repurchase or redemption, of the
Amalgamated Entity Class E Preferred.  Although the Amalgamated
Entity Class C Preferred are senior to remaining equity interests
in Amalgamated Entity held by Enron, ENA and ECPC, distributions
on the Amalgamated Entity Class C Preferred and Amalgamated
Entity Class D Preferred are limited to the value of the assets
contributed to Amalgamated Entity by Papiers as a result of the
Amalgamation, and the repurchase or redemption price for the
Amalgamated Entity Class E Preferred will be $1.  Accordingly,
Enron and ENA believe that the issuance of the new shares will
have no material economic impact on the value of their holdings.

After the Amalgamation, Papiers' indirect parent, Compagnie
Papiers and Holdco 3 will agree to indemnify Amalgamated Entity
for any losses it incurs as result of the ownership and operation
of the former assets of Papiers, the assumption of Papiers'
liabilities, the Sale Transaction and the use of its non-capital
losses in connection with the Sale Transaction.  In the Compagnie
Papiers/Holdco 3 Indemnification, Compagnie Papiers and Holdco 3
will agree between themselves that Compagnie Papiers will pay all
amounts due thereunder to the extent that Compagnie Papiers is
able before Holdco 3 is liable to pay any amount thereunder, but
the agreement between Compagnie Papiers and Holdco 3 will not
limit the rights of Amalgamated Entity.

Enron will agree to indemnify Amalgamated Entity for any losses
it incurs solely as a result of the use of its non-capital losses
in connection with the Sale Transaction; provided, however,
Enron's liability under the Backup Indemnity Agreement will be
limited to 50% of the loss suffered by Amalgamated Entity arising
out of its use of its net operation losses in connection with the
Sale Transaction that Compagnie Papiers and Holdco 3 are unable
to satisfy due to an adverse result in the Mizuho Litigation.  
Enron's liability for expenses incurred in defending an
assessment for taxes due as a result of the use of the non-
capital losers in connection with the Sale Transaction and for
other reasons will be limited to 50% of the pro rated amount of
the expenses based on the relationship of tax deficiency assessed
attributable to the use of the net operation in connection with
the Sale Transaction to the total tax assessed against
Amalgamated Entity for all uses of its non-capital loss.  Enron's
indemnity will be payable at the option of Enron in cash, by
offset of amounts due from Amalgamated Entity or a combination
thereof.

Enron and ENA believe that the Backup Indemnity Agreement is
necessary to preserve the relative economic benefits held by
Enron and ENA of Papiers and Enron Canada prior to the
Amalgamation.

Immediately following the Amalgamation, the shareholders of
Amalgamated Entity, including ENA and Enron, will execute a
unanimous shareholders' agreement, pursuant to which the
shareholders of Amalgamated Entity will assume the role of its
directors.

ENA and Enron believe that the Unanimous Shareholders Agreement
is necessary to preserve the original governance structure of
Enron Canada because ENA and Enron were party to a substantial
similar agreement as the shareholders of Enron Canada.

Accordingly, Enron and ENA ask the Court, pursuant to Sections
105 and 363 of the Bankruptcy Code and Rule 6004 of the Federal
Rules of Bankruptcy Procedure, to authorize and approve:

   (a) their consent to the Amalgamation in accordance with the
       terms set forth in the Amalgamation Agreement;

   (b) Enron's entry into the Backup Indemnity Agreement;

   (c) Enron and ENA's entry into the Unanimous Shareholders
       Agreement; and

   (d) ENA's consent to the issuance, and repurchase or
       redemption, of the Amalgamated Entity Class E Preferred.

Mr. Sosland contends that the Debtors' request should be approved
because:

   -- The consummation of the contemplated transactions will
      permit the Sale Transaction to occur in a tax efficient
      manner, the proceeds of which may ultimately benefit the
      creditors of Enron's estate;

   -- The consummation of the contemplated transactions will
      preserve the relative economic benefit of ENA and Enron in
      Papiers and Enron Canada prior to the Amalgamation;

   -- The consummation of the contemplated transactions will
      preserve the governance structure of Enron Canada prior to
      the Amalgamation; and

   -- The terms and conditions of the Amalgamation Agreement,
      Backup Indemnity Agreement and Unanimous Shareholders
      Agreement were negotiated by the parties at arm's length
      and in good faith. (Enron Bankruptcy News, Issue No. 99;
      Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Selling U.K. Property to MMC Dev't for GBP6.2M
-------------------------------------------------------------
Federal-Mogul Debtors T&N Limited and TBA Industrial Products
Limited want to sell their property located in Rochdale, England
to MMC Developments, Ltd., for GBP6,250,000.  The Debtors also
want to assume and assign certain leases to MMC.

Since the 1850's, the 72-acre Rochdale property has been used for
the operations of T&N and its affiliated entities.  T&N and the
other occupants used the Rochdale Property for manufacturing and
industrial purposes, including the manufacture of textiles and
asbestos products.  As a result, the Rochdale Property has
significant environmental issues.  Over the years, as the Debtors
and other occupants ceased to use the Rochdale Property and
demolished buildings at the Property, the Rochdale Property
underwent substantial environmental remediation.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, relates that former
industrial areas in England are being redeveloped into
residential property.  To combat urban sprawl, residential
development is prohibited in the "greenbelt" areas of many of
England's cities.  With the high demand for residential land use,
many industrial properties located within relatively urban areas,
once remediated to a higher standard of environmental
cleanliness, can be redeveloped for residential and mixed-use
purposes and sold for a higher value than as industrial
properties.  The Rochdale Property is one example.

To increase its attractiveness in the market, the Debtors
commenced the process of having the Rochdale Property rezoned for
residential use four years ago.  The Debtors continued that
process through significant negotiations with local planning
authorities since 2002.

As purchaser, MMC's long-term goal for the Rochdale Property is
to have the highest possible percentage of residential use with
some mixed use like auxiliary retail and professional buildings.  
MMC intends to work with the local zoning authorities to
reclassify the Rochdale Property for residential purposes and
construct homes there.

In the meantime, Mr. O'Neill says that there are existing tenants
in the Rochdale Property as well as unrelated lessees that occupy
portions of the Rochdale Property.  The tenants are Debtors T&N,
TBA, Federal-Mogul Sealing Systems (Rochdale) Limited, and
Federal-Mogul Systems Protection Group Limited.  The Non-F-M
Lessees are:

   * TBA Textiles, Ltd.,
   * Flexitallic, Ltd.,
   * Ingoe trading as Rochdale Welding, Ltd.,
   * John Ashworth, and
   * Highmark Manufacturing Company, Ltd.

The Rochdale Property contains buildings that total 678,000
square feet of usable industrial space.  The F-M Lessees have
been subject to intercompany agreements pursuant to which the F-M
Lessees have been paying rent and service charges to the Debtors
to occupy their portions of the Rochdale Property.  The Non-F-M
Lessees have had leases with the Debtors for a number of years.  
The Non-F-M Lessees eventually will relocate their operations to
different sites.  Until then, however, the Non-F-M Lessees may
remain on the Rochdale Property in accordance with their leases.  
The F-M Lessees entered into new leases with MMC pursuant to
which they may remain on the Rochdale Property until 2007, or may
vacate earlier if they are able to relocate their operations
sooner.

To the extent that American law governs the sale of the Rochdale
Property, the Debtors intend to assume and assign the Non-F-M
leases to MMC pursuant to Section 365(a) of the Bankruptcy Code.  
To the extent that English law governs the sale of the Rochdale
Property, the sale of the Property to MMC will effectuate an
assignment of the Non-F-M leases by operation of law.

               Marketing of the Rochdale Property

The Debtors rezoned and marketed the Rochdale Property for
residential use after determining that:

   -- the value of the Rochdale Property would be significantly
      higher due to its redevelopment as a residential site; and

   -- the Rochdale Property would not be necessary in the long
      term for their business operations.

The Debtors marketed the Rochdale Property actively, which led to
two offers in the GBP4,250,000 range and two later offers in the
GBP6,250,000 range.  The Debtors then consulted with their real
property consultants, King Sturge, regarding the various bids.  
After further investigation, King Sturge determined that, of the
two higher bids, MMC's bid appeared significantly more likely to
close.  MMC not only owned significant valuable assets, but,
unlike other offers, MMC's offer was without any significant pre-
conditions.

Therefore, with the assistance of King Sturge, the Debtors
entered into exclusive negotiations with MMC in October 2003 to
determine whether they could come to an agreement, with some
minimal conditions.  Shortly, the Debtors determined that MMC
would be capable of completing its obligations pursuant to its
GBP6,250,000 offer.  On December 4, 2003, the Debtors and MMC
completed an unconditional exchange of contracts for the sale of
the Rochdale Property.

                       Purchase Agreement

The salient terms of the parties' purchase agreement are:

   (a) MMC will pay GBP6,250,000 for the Rochdale Property;

   (b) MMC will become primarily liable for the environmental
       remediation necessary at the Rochdale Property.  MMC
       will indemnify the Debtors for all environmental claims
       arising from the Rochdale Property; and

   (c) MMC will remediate the Rochdale Property.

Rather than requiring the Debtors to complete the remediation of
the Property, the purchase price reflects MMC's knowledge of the
environmental issues at the Property.  According to Mr. O'Neill,
the purchase price reflects a market discount to account for
MMC's assumption of the Debtors' responsibility to clean the
Property.  Based on the parties' investigations, the fair
estimate of the cost of demolishing the remaining structures,
removing the asbestos and other environmental hazards, and
otherwise preparing the Property for residential use is
GBP2,500,000 to GBP3,000,000.

The Purchase Agreement is subject to three conditions:

   (1) The Debtors must remove the parties that appear to be
       trespassing on a small portion of the Rochdale Property;

   (2) MMC must complete the documentation of new leasehold
       interests for the F-M Lessees to allow them to remain on
       their portions of the Rochdale Property through 2007; and

   (3) The Debtors must obtain Court approval for the sale of the
       Rochdale Property.

Accordingly, Judge Lyons authorizes the Debtors to sell the
Rochdale Property to MMC.

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)


FRIENDLY ICE CREAM: Names Gregory Pastore as VP & General Counsel
-----------------------------------------------------------------
Friendly Ice Cream Corporation (AMEX:FRN) announced that Gregory
A. Pastore joined the company as Vice President, General Counsel
and Clerk. Mr. Pastore will be responsible for directing all legal
affairs and will also function as Corporate Secretary.

Mr. Pastore comes to Friendly's from Bertucci's Corporation in
Northborough, Massachusetts. As the Vice President and General
Counsel for Bertucci's, Mr. Pastore was responsible for the Legal
and Development departments, managing all mergers and
acquisitions, litigation, employment, real estate and corporate
finance.

John L. Cutter, Friendly's Chief Executive Officer and President
commented, "Greg brings a wealth of legal experience and
background with him that will prove invaluable to us as we
continue to grow this brand. We are looking forward to his
contributions and leadership and welcome him to the Friendly's
management team."

Friendly Ice Cream Corporation -- whose December 28, 2003 balance
sheet shows a stockholders' deficit of $98,026,000 -- is a
vertically integrated restaurant company serving signature
sandwiches, entrees and ice cream desserts in a friendly, family
environment in over 530 company and franchised restaurants
throughout the Northeast. The company also manufactures ice cream,
which is distributed through more than 4,500 supermarkets and
other retail locations. With a 68-year operating history,
Friendly's enjoys strong brand recognition and is currently
remodeling its restaurants and introducing new products to grow
its customer base. More information on the Company can be found
at http://www.friendlys.com/


FULLNET COMMS: Board Brings-In Buxton & Cloud as New Auditor
------------------------------------------------------------
On January 30, 2004, FullNet Communications, Inc. engaged Evans,
Gaither & Associates, PLLC as its new independent accountants,
commencing with the audit for the fiscal year ended
December 31, 2003, and thereby dismissed Buxton & Cloud PC. The
decision to change independent accountants was approved by the
Board of Directors of FullNet.

The reports of Buxton & Cloud PC on FullNet's financial statements
for the past year ended December 31, 2002 contained explanatory
paragraphs describing an uncertainty about FullNet's ability to
continue as a going concern.


GE CAPITAL: Fitch Takes Rating Actions on 6 Note Issues
-------------------------------------------------------
Fitch Ratings has taken rating actions on the following GE Capital
Home Equity Loan Pass-Through Certificates:

     Series 1996-HE4

        --Class A7 affirmed at 'AAA';

        --Class M affirmed at 'A' and removed from Rating Watch
          Negative.

     Series 1997-HE2

        --Class A6 affirmed at 'AAA';
        --Class A7 affirmed at 'AAA';
        --Class M affirmed at 'AA';
        --Class B1 downgraded to 'C' from 'CCC'.

     Series 1997-HE3

        --Class A5 affirmed at 'AAA';
        --Class A6 affirmed at 'AAA';
        --Class M affirmed at 'AA' and removed from Rating Watch
            Negative;
        --Class B1 affirmed at 'BB-';
        --Class B2 remains at 'C'.

     Series 1997-HE4

        --Class A6 affirmed at 'AAA';
        --Class A7 affirmed at 'AAA';
        --Class M affirmed at 'AA';
        --Class B1 affirmed at 'BB';
        --Class B2 remains at 'C'.

     Series 1999-HE1

        --Class A5 affirmed at 'AAA';
        --Class A6 affirmed at 'AAA';
        --Class A7 affirmed at 'AAA';
        --Class M affirmed at 'AA';
        --Class B1 affirmed at 'A';
        --Class B2 rated 'BB' is placed on Rating Watch Negative;
        --Class B3 remains at 'C'.

     Series 1999-HE3

        --Class A5 affirmed at 'AAA';
        --Class A6 affirmed at 'AAA';
        --Class M affirmed at 'AA';
        --Class B1 affirmed at 'A';
        --Class B2 affirmed at 'BBB';
        --Class B3 rated 'B' is placed on Rating Watch Negative.

The negative rating actions are taken due to the level of losses
incurred and the high delinquencies in relation to the applicable
credit support levels as of the January 2004 distribution date.
The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.


GLIMCHER REALTY: Sells Cambridge Community Center for $1.4 Mil.
---------------------------------------------------------------
In keeping with its strategy to focus on its regional mall
portfolio, Glimcher Realty Trust (NYSE: GRT) sold a community
center asset.  On February 20, 2004, the Company sold Cambridge
Plaza, a 95,019 square foot community center in Cambridge, Ohio,
for $1.375 million. The center includes a 79,949 square foot
vacant anchor location that was formerly occupied by Ames. The
cash proceeds were used to pay down the Company's outstanding
variable rate debt.

The Company continues to execute its strategy of selling non-core
community centers and utilizing the proceeds to increase its
investment in regional mall properties. As of February 23, 2004,
the portfolio includes 27 million square feet of gross leasable
area (GLA). The Company's 25 regional malls represent 21.8 million
square feet of gross leasable area and the community center
portfolio includes 43 properties and 5.1 million square feet of
GLA.

                       About the Company

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

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

                        *    *    *

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

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


GLIMCHER REALTY: Completes $150M Perpetual Preferred Offering
-------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT) announced that the Company has
completed a $150 million underwritten public offering of 6,000,000
shares of 8.125% Series G Cumulative Redeemable Shares of
Beneficial Interest at a price of $25.00 per share. Morgan Stanley
& Co. Incorporated acted as lead manager and McDonald Investments,
Inc. acted as co-manager.

The net proceeds of the offering were approximately $145 million.
$16.9 million of the proceeds will be used to pay down the
Company's credit facility, which was recently drawn upon to pay
off $17 million in subordinated mortgage debt relating to the
Company's Great Mall of the Great Plains located in Olathe,
Kansas, and $127.95 million will be used to fund the redemption of
all of the Company's outstanding 9.25% Series B Cumulative
Redeemable Preferred Shares of Beneficial Interest.

                       About the Company

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

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

                        *    *    *

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

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


GLOBAL CASH: S&P Assigns Low-B Level Credit & Bank Loan Ratings
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Las Vegas, Nevada-based Global Cash Access LLC
and its 'B-' subordinated debt rating to the company's proposed
$235 million subordinated notes due 2012. At the same time,
Standard & Poor's assigned its 'B+' bank loan rating and a
recovery rating of '3' to Global Cash Access' proposed $280
million senior secured credit facility, reflecting expectations
for meaningful (50%-80%) recovery of principal in a default or
bankruptcy scenario. The secured credit facility consists of a $20
million revolving credit facility due 2009 and a $260 million term
loan due 2010.

The company has total debt outstanding of $497 million. The
outlook is stable.

"We expect that Global Cash Access will achieve adequate
profitability and cash flow to reduce moderate levels of debt over
the intermediate term," said Standard & Poor's credit analyst
Emile Courtney.

Global Cash Access is the gaming industry's leading provider of
transaction-processing services and technology products that
dispense cash to customers on the casino floor. Global Cash
Access' ATM machines and cash access services distribute cash and
advances through ATM, debit, and credit card transactions. In
addition, the company's software platforms, its gaming patron
database, and its workstations for casino cashiers help casinos
manage credit risk and enhance marketing efforts.

Sales growth in 2004 is supported largely by the company's
pipeline of new contracts. Growth opportunities include the
proliferation of new gaming establishments, a continuation of
cash-to-card conversions, and international gaming growth.

Global Cash Access is expected to generate sufficient operating
cash flow to fund modest capital expenditures and meet quarterly
term loan amortization payments. Global Cash Access' business is
not working-capital or fixed-capital intensive. Future large
acquisitions are unlikely in the company's industry segment, given
relatively fragmented competition. In addition, Standard & Poor's
expects Global Cash Access will prudently manage the risks and
costs of its cash funding and settlement arrangements with third-
party financial, networking, and processing services providers.


GOODYEAR TIRE: Secures New $650 Million Financing
-------------------------------------------------
The Goodyear Tire & Rubber Company (NYSE: GT) successfully
completed a new $650 million secured term loan that was arranged
by JPMorgan and Citigroup.

The company intends to use approximately $335 million of the
proceeds of the loan to partially repay its existing $583 million
U.S. term loan. Proceeds will also be used to repay other
indebtedness and for general corporate purposes.

Goodyear also announced that its principal lenders have approved
amendments to the company's senior secured credit facilities that
will allow for this loan as well as future capital markets
transactions that could be secured by a junior lien on certain of
the collateral securing the company's other senior secured U.S.
credit facilities.

"We appreciate the high level of support we received in finalizing
this transaction," said Robert W. Tieken, executive vice president
and chief financial officer.
    
"Goodyear is now positioned to move forward with our plan to
refinance the loans we put in place last year and to drive the
company's turnaround."

The company originally announced its plans for the $300 million
loan January 27 and its subsequent increase to $650 million on
February 3. Goodyear also is moving forward with its previously
announced plans for a private senior secured notes offering.

Goodyear is the world's largest tire company.  The company
manufactures tires, engineered rubber products and chemicals in
more than 85 facilities in 28 countries.  It has marketing
operations in almost every country in the world.  Goodyear employs
approximately 88,000 people worldwide.

                         *    *    *  

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

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

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

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


HELLO NETWORK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hello Network.com, Inc.
        611 Broadway, Suite 307
        New York, New York 10012

Bankruptcy Case No.: 04-11134

Type of Business: The Debtor is a developer of the first Java-
                  based end-to-end Streaming Media Platform that
                  delivers both live and on-demand video, audio
                  and data to any Java-enabled device without
                  reliance on embedded chipsets or native
                  implementations in the wireless arena and
                  without the use of plug-ins, downloads or
                  player installations in wired environments.
                  See http://www.hellonetwork.com/

Chapter 11 Petition Date: February 23, 2004

Court: Southern District of New York (Manhattan)

Judge: Carter Beatty

Debtor's Counsel: Kevin J. Nash, Esq.
                  Finkel Goldstein Berzow Rosenbloom & Nash, LLP
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: 212-344-2929
                  Fax: 212-422-6836

Total Assets: $291,906

Total Debts:  $30,530,741

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
NEC                           Trade Debt                $926,944
720 Bay Road, Ste 100
Redwood City, CA 94063

Howrey, Stern, Arnold &       Trade Debt                $390,534
White
1299 Pennsylvania Ave NW
Washington, DC 20004

Craig Ellins                                            $387,774
1572 Santa Anita
Las Vegas, NV 89119

Dell Computers                Trade Debt                $295,000
c/o Michael Z. Stern, Esq.
Law Offices of Hubert Bell
515 Congress Ave - Ste 2000
Austin, TX 78701

Integrated Information        Trade Debt                $268,300
Systems
1560 W. Fountainhead Pkwy
Tempe, AZ 85282

ADI Development               Trade Debt                $255,280

Marybeni Information Systems  Trade Debt                $250,000
Co., Ltd.
Kowa-Hitotsubasi Bldg.
7-1 Kands Nishik Kicho Chome
Chiyoda-Ku, Tokyo, Japan
101-0054

Al Kim Associates Profit      Trade Debt                $150,000
Sharing Plan

K&A Trust                     Trade Debt                $150,000

Cole, Raywid & Braverman LLP  Trade Debt                $107,855

Tibco Software, Inc.          Trade Debt                 $71,853

GSD&M                         Trade Debt                 $68,474

NCO Financial Systems, Inc.   Trade Debt                 $64,063

Eric Savage                   Trade Debt                 $54,062

BDO Seldman                   Trade Debt                 $50,484

Proskauer Rose LLP            Trade Debt                 $50,091

Patrick Partners              Trade Debt                 $38,534

Bob Beckel & Assoc.           Trade Debt                 $37,104

Alpha Praxis                  Trade Debt                 $32,768

Richard Lewis Associates      Trade Debt                 $32,000


IMC GLOBAL: Awards $2 Million Networking Contract to AT&T
---------------------------------------------------------
AT&T has won a two-year, $2 million contract from IMC Global Inc.
to design, deploy and manage a secure networking solution linking
23 company locations in the United States
and Canada.

Lake Forest, Illinois-based IMC is the world's largest producer
and supplier of concentrated phosphate and potash fertilizers and
a global leader in the production of animal feed ingredients.
    
The AT&T networking solution enables IMC to more efficiently and
cost effectively run mission-critical enterprise applications that
support the areas of order management, supply chain execution,
purchasing, inventory and financial reporting.
   
"To remain the low-cost producer of phosphate and potash crop
nutrients, we look to bring cost effective and innovative
solutions to all aspects of our business operations," said Doug
Mills, IMC Global CIO.  "The sophistication of our systems has
grown along with their associated bandwidth requirements, so
we looked for a data networking solution that would position us to
quickly respond to newly identified opportunities.  AT&T's managed
networking solution will deliver the enhanced performance and
capabilities we need."
    
The IMC Global networking solution includes the advantages of
AT&T's Network Based IP VPN service.

With 2003 revenues of $2.2 billion, IMC Global (S&P, B+ Corporate
Credit Rating, Stable) is the world's largest producer and
marketer of concentrated phosphates and potash crop nutrients for
the agricultural industry and a leading global provider of feed
ingredients for the animal nutrition industry. The company's 2003
year-end net loss stands at $135 million. For more information,
visit IMC Global's Web site at http://www.imcglobal.com/  


INSCI CORP: Silicon Valley Bank Extends $3 Million Credit Line
--------------------------------------------------------------
INSCI Corp. (OTC Bulletin Board: INCC), a leading provider of
enterprise content management (ECM) solutions, secured an asset-
based line of credit with Santa Clara, CA-based Silicon Valley
Bank, which will be used for working capital purposes to support
the Company's growth.  

Under the terms of the Agreement, financing will be available on
eligible accounts receivable and related items with a facility
amount up to $3 million.  The interest rate on funds borrowed will
be at prime rate plus 1.5 percent.  The new line of credit
replaces the Company's previous line with Denver, CO-based
Benefactor Funding, which was satisfied in full.
    
Henry F. Nelson, President and CEO commented, "The line of credit
from Silicon Valley Bank, a leading financial institution known
for its support of promising technology companies, represents
another significant achievement for INSCI.  It is a further strong
expression of confidence in our business plan and recognition of
the considerable progress INSCI has made in the last two and half
years.  This substantially increased funding availability will
offer us a financing platform to pursue growth opportunities at a
significantly reduced cost of capital."
    
INSCI completed an investment by Wayne, PA-based SCP Private
Equity Partners II, L.P. and the acquisition of the assets of
WebWare in September 2003, and recently announced an investment in
the Company by senior management.

INSCI Corp. (OTC Bulletin Board: INCC) -- whose December 31, 2003
balance sheet shows a working capital deficit of $2,285,000 and a
total stockholders' deficit of $1,165,000 -- is a leading provider
of solutions for the enterprise content management (ECM) market.  
INSCI's technology provides a strong foundation enabling companies
to manage the full spectrum of enterprise content, from documents
to e-mail, graphics and video.  INSCI's ESP+ Solutions Suite
enables financial services companies, call centers, health
insurance organizations, utilities and government to provide
Internet-based access for virtually unlimited users to their
banking and financial statements, customer bills and similar
content.  INSCI's Digital Asset Management (DAM) products provide
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INTEGRATED HEALTH: Court Okays Proposed Reliance Insurance Pact
---------------------------------------------------------------
IHS Liquidating LLC, as successor to Integrated Health Services,
Inc., sought and obtained Court approval for a settlement
agreement by and between IHS Liquidating and M. Diane Koken,
Insurance Commissioner of the Commonwealth of Pennsylvania, in her
official capacity as Liquidator of Reliance Insurance Company.

Over a course of several years up to and including 1999, Reliance
issued various insurance policies to the Debtors. Under the terms
of the Policies, Reliance, as insurer, is obligated to pay claims
falling within the coverage of the Policies, subject to the
Debtors' obligation to reimburse Reliance for payments made on
claims up to the deductible amount provided in the Policies and
their endorsements.

                     The PL/GL Policy

One of the Policies issued by Reliance is a Health Care Medical
Professional Liability and General Liability Insurance Policy,
NGB0151564-00 for the 1999 Policy Year.  The PL/GL Policy is a
matching deductible policy in that the limits of coverage are
equal to the Debtors' deductible obligations under the policy.

The PL/GL Policy provides professional liability coverage of
$2,000,000 per incident, with an initial aggregate coverage limit
of $4,500,000.  In the Debtors' view, upon exhaustion of the
initial aggregate limit, the PL/GL Policy is subject to
"reinstatement" for an additional $4,500,000 of aggregate
professional liability coverage.  

Pursuant to an Insurance Program Agreement between the Debtors
and Reliance, the Debtors were required to post collateral to
secure its payment obligations to Reliance for all deductible
amounts under the Policies.  As of the Petition Date, Reliance
held collateral, in the form of cash, letters of credit and bonds
totaling $17,000,000.  As of December 5, 2003, the collateral
held by Reliance consists entirely of cash totaling $10,474,128.

                 The Reliance Proof of Claim

On August 23, 2000, Reliance filed Claim No. 07812 against the
Debtors for $27,964,041, for which Reliance alleges that it holds
collateral, in the form of cash, letters of credit and surety
bonds, totaling $17,135,000, leaving an unsecured balance of
$10,800,000.

                       The Complaint

On September 20, 2002, the Debtors filed a Complaint for
Declaratory Judgment against M. Diane Koken, as Liquidator of
Reliance, in the Commonwealth Court.

In Count I of the Complaint, the Debtors sought a declaration
confirming that Reliance was obligated to pay claims under the
PL/GL Policy.  

Counts II and III assert claims pertaining to the use and
application of the collateral, presently consisting of cash
totaling $10,474,128, posted by the Debtors to secure its payment
obligations to Reliance for deductible amounts under the
Policies.  In the alternative, the Debtors seek declarations
either requiring the Liquidator to apply the collateral to the
payment of claims covered by the PL/GL Policy or to return the
collateral to the Debtors.  

Counts IV and V seek judgment declaring that the $4,500,000
coverage limit under the PL/GL Policy for professional liability
claims is subject to reinstatement to provide the Debtors with an
additional $4,500,000 coverage, for a combined policy limit of
$9,000,000.  Count IV alleges that the documents comprising the
PL/GL Policy reflect the parties' agreement that the policy is
subject to reinstatement and if the policy documents are not
sufficient, the PL/GL Policy must be reformed to provide for
reinstatement.   

On October 10, 2002, the Liquidator asserted that the Complaint
violates and circumvents the mandatory proof of claim procedure
set forth in the Pennsylvania Insurance Department Act and is
otherwise legally insufficient.  Since that time, the
Liquidator's professionals and the Debtors' professionals engaged
in extensive arm's-length negotiations to resolve the issues
raised in the Action.  In addition, the parties engaged in
negotiations with the objective of fixing the amount and
classification of the claims which the Debtors would have against
the Reliance liquidation estate, on behalf of the PL/GL
Claimants, and the claims which the Reliance estate would have
against the Debtors with respect to the Debtors' unsatisfied
deductible obligations under the Policies.  

                      The IHS Proof of Claim

Pursuant to the Plan, the IHS Liquidating Trust is authorized to
file a single claim in the Reliance liquidation proceeding to
seek recovery of all insurance proceeds available under the PL/GL
Policy on account of the PL/GL Claims.  

Subsequently, IHS Liquidating filed its proof of claim in the
Reliance liquidation proceeding:

   (a) on behalf of all holders of PL/GL Claims for all insurance
       proceeds available as coverage for the PL/GL Claims under
       the PL/GL Policy; and

   (b) to resolve the issue raised in Counts IV and V of the
       Complaint as to whether the $4,500,000 aggregate limit of
       professional liability coverage under the PL/GL Policy is
       reinstated to provide the Debtors with an additional
       $4,500,000 of coverage for a combined professional
       liability coverage limit of $9,000,000.

The aggregate limit of coverage under the PL/GL Policy for PL
Claims has been partially exhausted by payments made by Reliance
and by the Debtors for losses covered under the PL/GL Policy,
including payments of judgments, settlements and defense costs in
the aggregate amount of $3,650,000.  

Mr. Barry reports that to facilitate the Liquidator's evaluation
of the Proceeds Claim, the Debtors and IHS Liquidating produced
to the Liquidator extensive documentation concerning the PL/GL
Claims and concerning the judgments and settlements entered into
aggregating in excess of $12,000,000 with respect to PL/GL
Claims.  The Liquidator's professionals also had extensive
discussions with the Debtors' representatives with regard to the
nature and extent of the PL/GL Claims and with regard to the
judgments and settlements through which numerous PL/GL Claims
have been liquidated in amount.

                     The Settlement Agreement

Accordingly, IHS Liquidating and the Liquidator want to settle
their disputes relating to the claims asserted in the Complaint
and in the Action and with regard to the Reliance Proof of Claim
and the IHS Proof of Claim.

In a settlement agreement, the parties agreed that:

   (a) IHS Liquidating will dismiss with prejudice Counts I, II
       and III of the Complaint;

   (b) The Reliance Claim will be fixed in this manner:

          -- the Liquidator will have a secured claim against IHS
             Liquidating for $10,474,128, which will be deemed
             satisfied by application of the cash collateral held
             by the Liquidator;

          -- the Liquidator will have an unsecured claim for
             $4,654,291; and

          -- when the Policy Limit Claims are resolved, the
             Liquidator will have an additional unsecured claim
             in the amount by which the aggregate limit of
             coverage available under the PL/GL Policy for claims
             of professional liability is determined to be in
             excess of $4,500,000;

   (c) The Reliance Unsecured Claim and the Additional Reliance
       Unsecured Claim will receive the same treatment as Class
       6 General Unsecured Claims against the Debtors' bankruptcy
       estates;

   (d) The Liquidator may exercise all rights in and to the
       Collateral, without restriction, and the Reliance Secured
       Claim will be deemed satisfied in full, provided that the
       Collateral will be administered in the Reliance
       liquidation proceeding in a manner consistent with the
       Insurance Program Agreement and PL/GL Policy, applicable
       provisions of the Act, and orders of the Commonwealth
       Court;

   (e) Reliance will provide coverage to IHS Liquidating, as the
       agent for all claims determined to be covered under the
       PL/GL Policy;

   (f) IHS Liquidating will have an allowed Proceeds Claim for:

          -- $778,906, relating to coverage under the PL/GL
             Policy for general liability claims; plus

          -- the limits of liability under the PL/GL Policy for
             professional liability claims, less the Aggregate
             Loss Payment Amount;

   (g) IHS Liquidating, solely on behalf of the PL/GL Claimants,
       will participate in the same pro rata distribution of the
       assets of the Reliance liquidation estate as all other
       Class B claimants as defined in 40 P S 221 44(b), without
       set-off, recoupment or diminution on account of the
       deficiency of the Collateral or the inability of the
       Debtors or IHS Liquidating to satisfy the outstanding
       deductible amounts;

   (h) Claims for coverage under the PL/GL Policy will only be
       asserted against Reliance or the Liquidator by way of the
       procedure provided in the IHS Plan and the Settlement
       Agreement, and no claim under the defined PL/GL Policy may
       be independently asserted against Reliance or the
       Liquidator by any PL/GL Claimant;

   (i) The Debtors and IHS Liquidating will dismiss Counts IV and
       V of the Complaint and agree to pursue these claims and
       any claims to determine the policy limit under the PL/GL
       Policy exclusively through the IHS Proof of Claim.  The
       Debtors and IHS Liquidating will dismiss the adversary
       proceeding presently pending against Reliance in the
       Bankruptcy Court; and

   (j) In exchange for the agreement of IHS and IHS Liquidating
       to pursue Counts IV and V and the Policy Limits Claim
       solely in the proof of claim procedure, the Liquidator
       will expedite her review of the Policy Limits Claim.

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


INT'L PAPER: Will Present at Morgan Stanley's Conference Tomorrow
-----------------------------------------------------------------
International Paper (NYSE: IP) Executive Vice President Marianne
Parrs will speak at the Morgan Stanley Basic Materials Conference
in New York City on Thursday, Feb. 26 at 8:10 a.m. EST.  Ms. Parrs
will give a brief overview of company operations and discuss how
the company is changing to improve its profitability.
        
All interested parties are invited to listen to the webcast live
at http://www.internationalpaper.com/  

Registration is required at the Web site in advance of the webcast
and will be available at the International Paper Web site
beginning at 3 p.m. on Feb. 25.

A replay of the webcast also will be available on the Web site
beginning approximately one hour after the conclusion of Ms.
Parrs' presentation.

International Paper -- http://www.internationalpaper.com/-- is
the world's largest paper and forest products company. Businesses
include paper, packaging, and forest products. As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative(R) program, a system that ensures the
perpetual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.
Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more
than 120 nations.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' preferred stock ratings to International Paper
Co.'s $6 billion mixed shelf registration.


IPVOICE COMMS: Obtains 51% Equity Stake in Medical Office Software
------------------------------------------------------------------
IPVoice Communications, Inc. entered into a Stock Purchase
Agreement with Medical Office Software, Inc. and MedEway.Com, Inc.
under which IPVoice acquired 51% of Medical Office Software, Inc.

IPVoice Communications, Inc., was incorporated in Delaware in
December of 1997. In March 1998, IPVCDE entered into a
reorganization agreement with Nova Enterprises, Inc., which was
incorporated February 1997 in the State of Nevada. Under the
reorganization agreement, the shareholders of IPVCDE exchanged all
of the outstanding common shares of IPVCDE for 9,000,000 shares of
Nova. IPVCDE became a wholly-owned subsidiary of Nova. Nova
changed its name to "IPVoice.com, Inc." in May 1999 and to IPVoice
Communications, Inc. in January 2001.

The company's September 30, 2003, balance sheet reports a net
capital deficit of about $499K.


IW INDUSTRIES: Wants to Use Cash Collateral to Finance Operations
-----------------------------------------------------------------
I.W. Industries, Inc., seeks permission from the U.S. Bankruptcy
Court for the Eastern District of New York to use Citibank N.A.
and Summitbridge National Investments LLC's cash collateral to
finance its ongoing operation while under chapter 11 protection.  

The Debtor discloses its inability to fund ongoing operations
without the use of cash collateral.  The Debtor believes it can
provide the Secured Lenders adequate protection.  Unfortunately,
the Debtor cannot obtain debtor in possession or other alternative
financing from other sources.

The value of the Debtor as a going concern, and consequently the
value of the Secured Lenders' collateral, will be irreparably
harmed if the Debtor is not permitted the use of cash collateral.

Consequently, the Debtor asks authority to use its lenders' cash
collateral pursuant to this weekly budget:

                     W/E       W/E       W/E       W/E  
                   2/20/04   2/27/04    3/5/04   3/12/04
                   -------   -------    ------   -------  
  Cash Balance     366,698   221,508     85,114   80,485
  Cash Receipts    129,714   235,689    281,053  269,510
  Operating Costs  255,905   311,083    266,681  191,407
  Ending Cash      221,508    85,114     80,485  119,588


To provide the secured lenders with adequate protection of their
liens, the Debtor will provide the lenders with:

     a) continued performance by the Debtor of its obligations
        under the applicable Loan Documents;

     b) a continuing lien on the Debtor's prepetition assets and
        a replacement lien on all after-acquired assets to the
        extent the Secured Lenders had valid prepetition liens;

     c) transferring its cash accounts to Citibank, one of the
        Secured Lenders; and

     d) a superpriority administrative expense claim to the
        extent of diminution in value of the Secured Lenders'
        collateral or from the use of their cash collateral.

In addition, the Debtor will continue to maintain insurance
coverage on its physical assets and will provide to the Secured
Lenders all required reporting under the prepetition loan
documents.

Headquartered in Melville, New York, I.W. Industries, is a leading
manufacturer of brass products and machined parts such as plumbing
and lightning fixtures and other industrial parts. The Company
filed for chapter 11 protection on February 12, 2004 (Bankr.
E.D.N.Y. Case No. 04-80852).  Kathryn R. Eiseman, Esq., at Piper
Rudnick LLP represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed estimated debts and assets of more than $10 million.


JOE FIN LLC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Joe Fin L.L.C.
        5955 East 36th Street
        Tulsa, Oklahoma 74135

Bankruptcy Case No.: 04-10897

Chapter 11 Petition Date: February 19, 2004

Court: Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Patrick J. Malloy, III, Esq.
                  Malloy & Malloy, Inc.
                  1924 South Utica, Suite 810
                  Tulsa, OK 74104-6515
                  Tel: 918-747-3491

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
David Family                  Suit                      $686,059
Limited Partnership
5420 E. 113 Place East
Tulsa, OK 74115

LCA Lease Corp. of America    5 Year Lease               $53,916

Rick & Castmill, Inc.         Insurance                   $4,000


KAISER: Gets Interim Approval for Retiree Benefit Settlement
------------------------------------------------------------
To resolve the disputes regarding the termination of the
bargaining agreements and the modification of retiree benefits,
the Kaiser Aluminum Debtors reached separate settlement agreements
with the United Steelworkers of America, the Section 1114
Committee, which represents salaried retirees, and the
International Association of Machinists, which represents hourly
employees at two Kaiser locations.  At a special hearing on
February 2, 2004, the Court conditionally approved the Agreements.  
The USWA and the IAM represent the vast majority of the Debtors'
U.S. hourly employees.

The agreements in principle are subject to various approvals,
including ratification by union members, approval by the Debtors'
Board of Directors, and final approval by the Bankruptcy Court.
The agreements are also conditioned on the satisfactory
resolution of certain intercompany claims.

The Debtors continue to hold discussions with four additional
unions concerning pension and post-retirement benefits.

The agreements in principle conditionally approved by the Court
provide for:

   -- The termination of existing post-retirement benefit
      programs for current and future retirees who are or were
      salaried employees, members of the USWA, and members of the
      IAM, as well as surviving spouses and dependents.  Under
      the agreements in principle, these participants would be
      provided an opportunity for continued retiree medical
      coverage through COBRA or a proposed Voluntary Employee
      Beneficiary Association.  The Debtors would fund the VEBA
      with a combination of cash, profit-sharing, and other
      consideration, subject to certain caps and limits; and

   -- The termination of existing pension plans for current and
      future retirees represented by the USWA and the IAM.  Under
      the agreements in principle, active employees who are
      represented by the USWA and the IAM would be provided with
      an opportunity to participate in one or more replacement
      pension plans and/or defined contribution plans.  The
      Court's conditional approval of this agreement in principle
      came in conjunction with a ruling that Kaiser has satisfied
      the criteria for distress termination of its U.S. hourly
      pension plans.  Vested benefits under defined benefit
      pension plans are guaranteed by the PBGC, up to certain
      limits.

After all required approvals -- including final Court approval --
are obtained in connection with the agreements in principle, the
Debtors will advise the participants of the termination dates for
the post-retirement and pension benefit programs.

On February 5, 2004, Judge Fitzgerald authorized the Debtors, on
an interim basis, to consummate the Agreements with the USWA and
the IAM.  The Interim Order does not affect:

   (a) any benefit plans, programs or arrangements providing
       Retiree Benefits or Pension Benefits to retirees
       represented by:

       * the International Union, United Automobile, Aerospace,
         and Agricultural Implement Workers of America,

       * the Paper, Allied-Industrial, Chemical and Energy
         Workers International Union, or

       * the International Chemical Workers Union Council
         - United Food & Commercial Workers; and

   (b) the Pension Benefit Guaranty Corporation's rights with
       respect to the termination of the pension plans, including
       the right to later challenge any replacement pension plans
       in connection with its policy regarding abusive follow-on
       plans.

Judge Fitzgerald will hear any objections to the Interim Order on
the March 22, 2004 omnibus hearing.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
39; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KAISER ALUMINUM: Shiba Succeeds La Duc as Chief Financial Officer
-----------------------------------------------------------------
Kaiser Aluminum announced the retirements of John T. La Duc, 60,
Executive Vice President and Chief Financial Officer, and Joseph
A. Bonn, 60, Executive Vice President, Corporate Development. The
retirements were anticipated by contractual agreements and are
effective as of March 31, 2004.

The company's board of directors has elected Kerry A. Shiba, 49,
to succeed La Duc as Vice President and Chief Financial Officer,
effective April 1, 2004. Shiba has served as the company's Vice
President and Treasurer since February 2002. In his new position,
he will retain the role of Treasurer.

Kaiser President and Chief Executive Officer Jack A. Hockema said,
"The board of directors and I thank John and Joe for their
combined service of more than 70 years.

"As head of Corporate Development, Joe Bonn has been a key member
of the team that analyzes and executes major transactions," said
Hockema. "In that role, he has repeatedly helped to create value
by applying his limitless store of industry knowledge and his
ability to see opportunities where others do not. We are delighted
that he has agreed to continue to consult with us as we move to
conclude pending or potential sales of our commodity assets."

Hockema said, "As Chief Financial Officer, John La Duc
consistently performed with an uncommonly effective blend of
intelligence, integrity, and resourcefulness under often
challenging conditions. I believe it's fair to say that he earned
the respect of virtually everyone who worked with and for him."

Hockema added, "As much as we will miss John, we are fortunate to
have someone of Kerry's ability to step into the role. During his
time with Kaiser, and in particular since he was named treasurer
in 2002, Kerry has demonstrated broad financial acumen while
building strong relationships with key constituents such as the
lenders under our DIP credit agreement, our insurers, and many of
our important customers and suppliers. In his new position, we
believe Kerry will have the opportunity to make significant
contributions to Kaiser as we complete our restructuring and move
toward our emergence from Chapter 11 at mid year."

Shiba joined Kaiser in 1998 as Vice President and Controller for
Engineered Products and in January 2000 was named Vice President,
Controller and Information Technology of Fabricated Products.
Prior to joining Kaiser, he was with BF Goodrich Company for 16
years, where he held a number of progressively responsible
positions in finance and planning. Before that, he had been with
Ernst & Young. Shiba is a Certified Public Accountant. He holds a
BA from Baldwin Wallace College.

Bonn began his career at Kaiser in 1967 and went on to hold a
variety of operations, staff, and business unit management
assignments at Kaiser facilities around the world. In 1987, he
became the company's Director of Strategic Planning and, later the
same year, was elected a corporate Vice President. He subsequently
assumed additional responsibilities for corporate development,
administration, and commodities marketing. He was named to his
present position in 2001. He holds a BS degree from Rensselaer
Polytechnic Institute and an MBA from Cornell University.

La Duc began his career at Kaiser in 1969 and held a succession of
increasingly responsible positions in corporate finance, including
Treasurer of International Operations, Assistant Treasurer, and
Treasurer, before he was elected a corporate Vice President in
1989. He was named Chief Financial Officer in 1990 and elected
Executive Vice President in 1998. La Duc earned a BS degree in
engineering sciences from Purdue University and an MBA in finance
from Stanford University.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts.


KINETIC CONCEPTS: Caps Price on Initial Public Offering
-------------------------------------------------------
Kinetic Concepts Inc., a global medical technology company with
leadership positions in advanced wound care and therapeutic
surfaces, priced an initial public offering of its common stock at
a price of $30 per share, before underwriting discounts and
commissions.

The offering consists of 18,000,000 shares of common stock, of
which 3,500,000 will be newly issued shares offered by the Company
and 14,500,000 are existing shares offered by selling
shareholders.

In addition, the Company and the selling shareholders have granted
the underwriters an option to purchase from the selling
shareholders up to an additional 2,700,000 shares of common stock
to cover over-allotments, if any. The shares are expected to
commence trading on a when-issued basis on the New York Stock
Exchange on Feb. 24, 2004, under the symbol "KCI." The offering is
expected to close on Feb. 27, 2004.

Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities Inc. are acting as joint book-running managers, Credit
Suisse First Boston LLC and Goldman, Sachs & Co. are acting as
joint lead managers and Citigroup Global Markets Inc., Deutsche
Bank Securities Inc., Piper Jaffray & Co. and SG Cowen Securities
Corporation are acting as co-managers.

The offering of these securities is made only by means of a
prospectus, which may be obtained by writing or calling the
prospectus departments of either Merrill Lynch, at 4 World
Financial Center, New York, NY 10080, 212-449-1000, or JPMorgan,
at One Chase Manhattan Plaza, Floor 5B, New York, NY 10081, 212-
552-5164.

Kinetic Concepts, Inc., whose September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $580 million,
is principally engaged in the rental and sale of innovative
therapeutic systems and surfaces throughout the United States and
in 15 primary countries internationally.


KMART CORP: Creditor Trust Demands Recovery of Frank's $500K Loan
-----------------------------------------------------------------
In the Fall of 2001, certain members of the Kmart Corp. Debtors'
management devised Kmart's Special Retention Program, under which
they and other executives would receive loans that were both in
excess of their base salaries and were intended to be forgivable
under certain circumstances.  The alleged purpose of the Loan
Program was to provide an incentive to the loan recipients to
continue their employment with the Debtors.  Almost $24,000,000
was paid to 24 executives under the Loan Program.
  
The Debtors hired Michael K. Frank on October 4, 2000.  At all
material times until his termination on May 10, 2002, Mr. Frank
was Senior Vice President, Food and Consumables of the Debtors.
Mr. Frank's salary as of his Termination Date was $320,000.  Mr.
Frank participated in the Loan Program and, on December 5, 2001,
the Debtors transferred to Mr. Frank loan proceeds amounting to
$500,000.
  
In connection with the Loan Program, Mr. Frank also entered
into a Special Retention Agreement, pursuant to which his loan
would be forgiven if, among other things, he was not fired by the
Debtors "for Cause" and remained employed with the Debtors
through January 31, 2005.
  
Richard Chesley, Esq., at Jones Day, in Chicago, Illinois,
relates that the Loan was made to Mr. Frank at a time when the
Debtors had been experiencing significant financial and
operational distress.  The Debtors sought protection under the
Bankruptcy Code about six weeks after the Transfer Date.  In less
than six months following the Transfer Date, the Debtors
terminated the employment of its prepetition senior management
and other executives, including Mr. Frank.
  
Mr. Chesley contends that although demand for repayment has been
made, Mr. Frank refused to repay the Loan.  

According to Mr. Chesley, the transfer of the Loan proceeds from
Kmart to Mr. Frank was:

    -- a transfer of an interest of Kmart in property;

    -- made within one year of the Petition Date;

    -- for less than reasonably equivalent value in exchange for
       such transfer of property; and

    -- made when:

       (a) Kmart was insolvent or Kmart became insolvent as a
           result of the transfer;

       (b) Kmart was engaged in business or a transaction, or was
           about to engage in business or a transaction, for which
           any property remaining with Kmart was an unreasonably
           small capital; or

       (c) Kmart intended to incur, or it believed that it would
           incur, debts that would be beyond Kmart's ability to
           pay as such debts matured.

For these reasons, the transfer of the Loan proceeds to Mr. Frank
is an avoidable fraudulent transfer pursuant to Section 548 of
the Bankruptcy Code and is recoverable by the Trust from Mr.
Frank pursuant to Section 550 of the Bankruptcy Code.

Mr. Chesley argues that the transfer was also fraudulent under
Michigan's Fraudulent Conveyances and Contracts, Uniform
Fraudulent Transfer Act, in that:

    -- Kmart did not receive reasonably equivalent value in
       exchange for the transfer of the Loan proceeds to Mr.
       Frank; and

    -- Kmart was insolvent at the time of the transfer or became
       insolvent as a result of the transfer or obligation.

Under the terms of the 2001 Special Retention Agreement and the
Promissory Note that Mr. Frank made, in the event that Mr.
Frank's employment by Kmart was terminated "for Cause" prior to
January 31, 2005, the Loan -- including accrued interest -- would
become immediately due and payable by Mr. Frank to Kmart.  
Because Mr. Frank was terminated "for Cause" by Kmart prior to
January 31, 2005, the amount of the Loan together with interest
thereon is due and owing and is recoverable from Mr. Frank.

As provided for in the Promissory Note, Mr. Frank is also liable
for all reasonable costs and expenses of suit to collect the
amount due under the Note, including but not limited to,
reasonable attorneys' fees and expenses.

Thus, the Kmart Creditor Trust, on the Debtors' behalf, asks the
Court to:
  
    (a) declare that the transfer of the Loan proceeds to Mr.
        Frank was a fraudulent transfer pursuant to Section 548
        of the Bankruptcy Code;
  
    (b) declare that the transfer of the Loan proceeds was an
        avoidable fraudulent transfer pursuant to Michigan's
        Fraudulent Conveyances and Contracts, Uniform Fraudulent
        Transfer Act;  
  
    (c) avoid the transfer of the Loan proceeds and direct Mr.
        Frank to pay the full value of the Loan in the principal
        amount of $500,000, plus interest accrued;

    (d) declare that Mr. Frank is in breach of the 2001 Special
        Retention Agreement and the Promissory Note; and

    (e) direct Mr. Frank to pay to the Trust the full amount of
        the Expenses, believed to be in an amount not less than
        $100,000. (Kmart Bankruptcy News, Issue No. 69; Bankruptcy
        Creditors' Service, Inc., 215/945-7000)


KNOX COUNTY: Gets Nod to Tap Wise Delcotto as Bankruptcy Counsel
----------------------------------------------------------------
Knox County Hospital Operating Foundation sought and obtained
approval from the U.S. Bankruptcy Court for the Eastern District
of Kentucky, London Division, to hire Wise Delcotto PLLC as its
bankruptcy attorneys.

The Debtor explains that it selected Wise Delcotto as its
attorneys because of the firm's extensive general experience and
knowledge and, in particular, its recognized expertise in the
field of debtor's and creditors' rights and business
reorganizations under Chapter 11 of the Bankruptcy Code.

As Counsel, Wise Delcotto will:

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

     b) prepare on behalf of the Debtor, as Debtor-in-
        possession, necessary motions, applications, answers,
        orders, reports and papers in connection with the
        administration of the estate herein;

     c) negotiate and prepare on behalf of the Debtor a plan or
        plans of reorganization and all related documents; and

     d) perform all other necessary legal services in connection
        with this Chapter 11 case.

Tracey N. Wise, Esq., member of Wise DelCotto reports that the
firm's current hourly rates range from:

          Professional             Hourly Rate
          ------------             -----------          
          members and associates   $150 to $250 per hour
          paralegals               $80 to $100 per hour

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.


LES BOUTIQUES: Board Approves Creation of Independent Committee
---------------------------------------------------------------
Les Boutiques San Francisco Incorporees (TSX:SF.A)(TSX:SF.B)
announces that its Board of Directors has approved, effective
February 22, 2004, the creation of a committee of independent
directors. This committee will supervise the process of re-
capitalizing the Corporation, will analyse re-capitalization
offers that the Corporation will receive and will make a
recommendation to the Board in this regard.

The committee consists of Mr. Pierre Marchesseault, Chairman of
the Committee, and Mr. J. Lucien Perron. The Corporation's Board
has also authorized the independent committee to retain the
services of a financial expert to assist it in the execution of
its mandate.

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


LINCOLN INT'L: Transfers All Assets to AUSA Inc. Subsidiary
-----------------------------------------------------------
On January 30, 2004,  Lincoln International Corporation
transferred substantially all of its operating assets to its
wholly-owned subsidiary AUSA, Inc.  Thereafter, the Company
declared  a distributive dividend to its stockholders of record on
January 30, 2004, of all the shares of common stock of AUSA, Inc.
so that each stockholder of the Company will receive one share of
AUSA, Inc. common stock for each share of common stock of the
company owned by such  stockholder on January 30, 2004.

Excluded from the assets transferred by the Company to AUSA, Inc.
were cash and deposit account balances of approximately $450,000,
which funds have been retained by the Company as  well as
liabilities estimated to be approximately $33,000.

                        *    *    *

In its SEC Form 10-Q filed on June 12, 2003, the company reported
that:

"The Company has incurred continuing losses from operations.  
Management has developed a plan to increase sales, as well as
their profit margin, and to decrease operating expenses.  The
Company is also actively searching for existing bookkeeping  
companies to acquire.  The ability of the Company to continue as a
going concern is dependent on the success  of this plan.  The  
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going
concern."


LNR CFL: Fitch Assigns Lower-B Level Ratings to Six Note Ratings
----------------------------------------------------------------
LNR CFL 2004-1 LTD., Series 2004-CFL, CMBS resecuritization notes
are rated by Fitch as follows:

        --$10,696,000 class I-1, 'A+';
        --$1,884,000 class I-2, 'A';
        --$3,518,000 class I-3, 'A';
        --$3,161,000 class I-4, 'A-';
        --$3,160,000 class I-5, 'BBB+';
        --$3,161,000 class I-6, 'BBB';
        --$3,161,000 class I-7, 'BBB-';
        --$3,673,000 class I-8, 'BB+';
        --$7,827,000 class I-9, 'BB+';
        --$4,698,000 class I-10, 'BB+';
        --$2,611,000 class I-11, 'BB+';
        --$2,610,000 class I-12, 'BB+';
        --$242,972 class I-13, 'BB+'.

All classes are privately placed pursuant to Rule 144A of the
Securities Act of 1933. The notes represent beneficial ownership
interest in the trust, primary assets of which are commercial
mortgage pass-through certificates having an aggregate principal
balance of approximately $50,402,972, as of the cutoff date.


MEDCOMSOFT INC: Forms Business Alliance with Plante & Moran Firm
----------------------------------------------------------------
MedcomSoft Inc. (TSX - MSF) has formed a business alliance with
Plante & Moran, PLLC, the 11th largest accounting and management
consulting firm in the U.S., to provide MedcomSoft's structured
and codified electronic medical records and physician practice
software to healthcare organizations. The software is a tool to
assist healthcare providers in standardizing and exchanging
patient information -- a priority initiative among healthcare
providers, federal and state governments, insurers and consumers.

"We believe the implementation of MedcomSoft's effective and
scalable technology tools, integrated with proven methodologies
and process improvements will enable our clients to survive and
thrive in the coming years," said Gerald Bruen, Plante & Moran's
Healthcare Industry Practice Leader. "The use of structured and
codified electronic medical records is essential to the effective
management and exchange of patient information, which is critical
to improving the consistency and quality of care."

"We are very excited to have a firm of Plante & Moran's stature
sell, install, and implement our products in the Great Lakes and
Mid-West Region," said Dr. Sami Aita, Chairman & CEO of
MedcomSoft. "Their expertise in clinical and business process
improvements combined with our leading clinical and practice
management software systems offers unparalleled benefits and
returns to healthcare providers."

Plante & Moran, PLLC is a professional services firm offering
fully integrated business advisory services. With certified public
accountants and consulting specialists focused in specific
industries, Plante & Moran's services include technology and
business consulting, assurance, tax, and family wealth management.
Founded in 1924, Plante & Moran is the 11th largest certified
public accounting and management consulting firm in the United
States according to Public Accounting Report. Plante & Moran has
been recognized by a number of organizations, including Fortune
magazine, as one of the country's best places to work. The firm
has a staff of nearly 1,300 professionals in 15 offices throughout
Michigan and Ohio. Plante & Moran's Internet address is
www.plantemoran.com. The Plante & Moran healthcare practice
centers on bringing its comprehensive services through the
delivery of integrated service solutions.

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

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


METALS USA: Fixes Annual Shareholders' Meeting for May 17, 2004
---------------------------------------------------------------
Metals USA, Inc., (Amex: MLT) schedules the Company's 2004 Annual
Meeting of Stockholders for May 17, 2004, 9:00 a.m. (EST) at
The Millenium Hilton, 55 Church St., New York, NY.

Any stockholder who wishes to submit a proposal for consideration
at the Company's 2004 Annual Meeting of Stockholders must submit
the proposal to the Company, One Riverway, Suite 1100, Houston,
Texas 77056, Attn: John A. Hageman, Corporate Secretary.  A
stockholder's proposal must be received not later than March 26,
2004 for inclusion, if appropriate, in the Company's proxy
statement relating to its 2004 Annual Meeting of Stockholders.

Metals USA, Inc. is a leading metals processor and distributor
headquartered in Houston, Texas and with locations throughout
North America.  The Company provides a wide range of products and
services in the Carbon Plates and Shapes, Flat-Rolled Products,
and Building Products markets. (Metals USA Bankruptcy News, Issue
No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT CORP: Court Grants Nod for Chicopee Settlement Agreement
---------------------------------------------------------------
On September 21, 2001, Chicopee Municipal Lighting Plant and
Mirant Americas Energy Marketing LP entered into a Power Supply
Agreement for Firm Entitlements/Strips pursuant to which MAEM
sells and delivers monthly blocks of firm, off-peak and on-peak
electricity to any delivery point designated by Chicopee
effective from January 1, 2002 through December 31, 2006.  MAEM's
obligations under the Power Agreement are secured by a letter of
credit amounting to $5,150,000 issued by Wachovia Bank, National
Association on May 13, 2003 for Chicopee's benefit.  The Letter
of Credit is in full force and effect until April 30, 2004.

The Debtors commenced negotiations with Chicopee to settle the
amount of Chicopee's rejection damage claim against the Debtors'
estates.  The negotiation concluded with the parties agreeing
that:

   * The Debtors will immediately reject the Power Agreement;

   * Chicopee will draw $5,150,000 on the Letter of Credit.  If
     Chicopee makes the LC Draw before the Court authorizes the
     rejection of the Power Agreement, the cash proceeds
     received by Chicopee from the LC Draw will be held as
     collateral until the Court approves the Settlement
     Agreement and the rejection of the Power Agreement;

   * Chicopee will be entitled to an allowed, general, unsecured
     prepetition claim in an amount not to exceed $3,970,000
     against MAEM's estate, provided however, a proof of claim
     in the amount of the Claim must be filed by Chicopee without
     further delay;

   * The LC Draw together with the Claim will satisfy any and
     all claims by Chicopee against the Debtors for any damages
     arising from the rejection of the Power Agreement;

   * Chicopee will release the Debtors of all claims and
     potential claims -- other than the Claim -- relating to or
     arising from any proposed amendment, rejection, breach of,
     or default under the Power Agreement; and

   * The Debtors will release Chicopee of all claims and
     potential claims relating to or arising from the LC Draw
     and the application, if any, of the cash proceeds from the
     LC Draw.

Accordingly, the Debtors sought and obtained Court approval for
the Settlement Agreement pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure.

Headquartered in Atlanta, Georgia, Mirant Corporation
-- http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean. Mirant's customers
include utilities, municipal systems, aggregators, electric-
cooperative utilities, producers, generators, marketers and large
industrial customers in the United States.  The Company filed for
Chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. Case No.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from its creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in liabilities.
(Mirant Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MORGAN STANLEY: Fitch Takes Rating Actions on Ser. 1997-HF1 Notes
-----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital's commercial
mortgage pass-through certificates, series 1997-HF1 as follows:

        --$34 million class C to 'AAA' from 'AA-';
        --$27.8 million class D to 'AAA' from 'A-';
        --$9.3 million class E to 'AA' from 'BBB+';
        --$41.7 million class F to 'BBB-' from 'BB+';
        --$20.8 million class G to 'BB+' from 'BB-'

In addition, Fitch affirms the following certificates:

        --$121.5 million class A-2 'AAA';
        --Interest only class X 'AAA';
        --$55.7 million class B 'AAA';
        --$10.8 million class H 'B';
        --$7.7 million class J 'CCC'.

Fitch does not rate class K, and class A-1 has paid in full.

The upgrades are primarily the result of increased subordination
levels due to loan payoffs and amortization. As of the February
2004 distribution date, the pool's collateral balance has been
reduced by 49%, to $317.2 million from $616.4 million at issuance.

One loan (1.4%) is currently being specially serviced. The loan is
90 days delinquent and secured by a healthcare property located in
East Northport, New York. The special servicer, GMAC Commercial
Mortgage Corp., is currently determining a workout strategy.

Fitch is also concerned with the high concentration of self-
storage properties (22.5%). However, these loans continue to
perform and Fitch analyzed the concentration in the context of the
entire pool. Given the increased credit enhancement and the lack
of significant expected losses or loans of concern, the upgrades
are warranted.


MTS INCORPORATED: Brings-In Sitrick as Communications Consultant
----------------------------------------------------------------
MTS Incorporated and its debtor-affiliates wants the U.S.
Bankruptcy Court for the district of Delaware to approve their
application to employ Sitrick and Company, Inc., as their
Corporate Communications Consultants.

The Debtors seek to engage Sitrick to:

   a. develop and implement communications programs and related
      strategies and initiatives for communications with the
      Debtors' key constituencies (including customers,
      employees, vendors, shareholders, bondholders and the
      media) regarding the Debtors' operations and financial
      performance and the Debtors' progress through the
      chapter 11 process;

   b. develop public relations initiatives for the Debtors to
      maintain public confidence and internal morale during
      these chapter 11 cases;

   c. prepare press releases and other public statements for the
      Debtors, including statements relating to major
      chapter 11 events;

   d. prepare other forms of communication to the Debtors' key
      constituencies and the media, potentially including
      materials to be posted on the Debtors' web Sites; and

   e. perform such other communications consulting services as
      may be requested by the Debtors.

The Sitrick employees that are expected to be principally
responsible for this matter and their respective hourly rates are:

      Professional's Name     Billing Rate
      -------------------     ------------
      Anita-Marie Laurie      $395 per hour
      Maya Pogoda             $315 per hour
      Romelia Martinez        $165 per hour
      Nancy Peck              $165 per hour
      Melanie Rodman          $165 per hour

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


NAT'L CENTURY: Amedisys Woos Court to Estimate its Claim at $7.3M
-----------------------------------------------------------------
Daniel A. DeMarco, Esq., at Hahn Loeser & Parks, in Columbus,
Ohio, recounts that Amedisys, Inc. and its affiliates filed a
lawsuit in the U.S. District Court for the Southern District of
Ohio to obtain possession of $7,339,584 in proceeds of non-
purchased Amedisys accounts receivable wrongfully held by the
National Century Debtors in various non-debtor banks and
investment institutions, including JP Morgan Chase Bank.  The Ohio
Action was transferred to the Ohio Bankruptcy Court and converted
to an adversary proceeding styled Amedisys, Inc., et al. v.
JPMorgan Chase Bank, et al.  The Adversary Proceeding is currently
stayed.

On February 21, 2003, Amedisys commenced a separate action in
Louisiana to recover money damages against non-debtor parties
based on the egregious conduct of certain related non-debtor
parties, including JPMorgan, stemming from the Louisiana
defendants' rules and refusing to return the Amedisys Property to
Amedisys.  Prosecution of the Amedisys Action by Amedisys is
currently stayed by a Court Order.  Amedisys has sought appellate
review of the Order.

Furthermore, on February 21, 2003, the Court entered the Final
Cash Collateral Order, which protects Amedisys' interest in the
Amedisys Property wrongfully being held by the Debtors, non-
debtor banks, and non-debtor investment institutions.

Mr. DeMarco notes that there is no question that Amedisys'
ability to recover the Amedisys Property is contingent on
Amedisys prevailing in the Adversary Proceeding.  In fact, the
practicalities of Amedisys obtaining effective relief in the
Adversary Proceeding is evidenced by the Debtors' creation of the
Amedisys Escrow.  The Debtors intend to place the Amedisys
Property into an escrow account pending the resolution of the
Adversary Proceeding.

Mr. DeMarco asserts that Amedisys is entitled to have its
contingent claims against the Debtors estimated.  Section 502(c)
of the Bankruptcy Code provides for the estimation of the amount
of a contingent or unliquidated claim for the purpose of its
allowance, when the actual resolution of the claim as determined
by the court would unduly cause delay to the administration of
the case.  Amedisys' claims must be estimated because waiting for
the final result of the Adversary Proceeding before determining
whether Amedisys may vote on the Plan would cause an unnecessary
and undue delay to the Debtors' bankruptcy proceedings.

Mr. DeMarco points out that the Court need only arrive at a
reasonable estimate of the probable value of the claim.  The
estimate does not imply any certainty to the claim.  It is not a
finding or fixing of an amount.  It is merely the Bankruptcy
Court's best estimate at the time for the purpose of permitting
the confirmation process to go forward and thus not unduly delay
the Chapter 11 case.  

The estimation of Amedisys' claims is simple and straightforward,
says Mr. DeMarco.  The Debtors have already agreed to place
$7,339,584 in an escrow account pending the resolution of the
Adversary Proceeding.  This amount, plus interest, will be
distributed to the prevailing party in the Adversary Proceeding.
Thus, Mr. DeMarco contends, it appears elementary that the same
amount should be used to estimate Amedisys' claims for voting
purposes.

If the Court allows Amedisys' claims on a temporary basis for
voting purposes, it will also have to determine how to classify
Amedisys' claims because the Debtors have failed to do so in
violation of Section 1123(a)(1) of the Bankruptcy Code.  
Amedisys' claims are not substantially similar to any other claim
or interest in the Debtors' bankruptcy cases, Mr. DeMarco
maintains.  In fact, both the Final Cash Collateral Order and the
Plan provide a separate and distinct carve-out for the Amedisys
Property.  Thus, Mr. DeMarco asserts, Amedisys should be
classified in a class by itself.

At best, the Debtors may argue that Amedisys' claims should be
classified as a general unsecured claim in Class C-6 of the Plan.
However, the funds representing Amedisys' claims have been
provided certain protections that have not been, and cannot be,
afforded to any of the general unsecured claims.  Furthermore,
Amedisys has sufficiently different interests under the Plan.
Therefore, Amedisys' claims are unique and should not be
classified with the general unsecured claims.

Accordingly, Amedisys asks the Court to estimate its claims for
voting purposes only at $7,339,584 in a separate class.

                        Debtors Object

The Debtors assert that Amedisys' request should be denied
because:

   (a) the Amedisys Claims are disallowed by the Disclosure
       Statement Order;

   (b) the Amedisys Entities have not provided any evidence that
       they have a general unsecured claim; and

   (c) their position in these cases consistently has been that
       they have no general unsecured claims.   

Under the Disclosure Statement Order, the Amedisys Claims are
presumptively disallowed for voting purposes unless the Amedisys
Entities prove the amount of their claim for voting purposes and
that their claim is permitted to vote.  Charles M. Oellermann,
Esq., at Jones, Day, Reavis & Pogue, in Columbus, Ohio, contends
that the Amedisys Entities have done neither.  As of the Record
Date to determine voting eligibility, the Amedisys Entities filed
only proofs of claim for purely unliquidated amounts.

The Amedisys Entities assert $7,339,584 as the amount of their
claim.  However, that number is not the amount of their claim.
Mr. Oellermann emphasizes that it is an amount agreed between the
parties to be placed in escrow pending resolution of the Amedisys
Adversary.  It represents nothing more than an agreement of the
Debtors to escrow the maximum amount in which the Amedisys
Entities have asserted an ownership interest so that the rights
of the Amedisys Entities in that adversary proceeding will not be
prejudiced while the Plan is confirmed.  

Also, the Amedisys Entities provided no evidence that they
possess any general unsecured claim at all that would permit them
to vote.  The only number that Amedisys provides, but does not
support, is the $7,339,584 ownership interest that the Amedisys
Entities assert in the Debtors' bank accounts.  However, the
Amedisys Entities' position in the Amedisys Adversary is that
this is not a general unsecured claim.  Instead, the Amedisys
Entities have repeatedly represented to the Court that their
claim is not a general unsecured claim subject to ratable
distribution in these bankruptcy cases, but is instead an
ownership interest in funds in the Debtors' bank accounts.

Furthermore, the Debtors ask the Court to deny the Amedisys
Entities' request that they be given their own voting class
because the Amedisys Entities are either the owner of the funds
in NPF VI's bank accounts, or they are general unsecured
claimants for those amounts.

If the Amedisys Entities were to prevail in the Amedisys
Adversary, they would not receive a vote in the Debtors' case,
because they would not be claimants but the owners of the funds.  
If the Debtors prevail, the Amedisys Entities will have an
unsecured and unliquidated breach-of-contract claim for
receivables that the Debtors purchased but did not pay for.  
There is nothing special about this claim that would
differentiate it from other general unsecured claims.  The
Amedisys Entities would be entitled to vote as an unsecured
creditor together with other unsecured creditors in these cases.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAVISTAR INT'L: First Quarter Net Loss Narrows to $23 Million
-------------------------------------------------------------
Navistar International Corporation (NYSE:NAV), the nation's
largest combined commercial truck, school bus and mid-range diesel
engine producer, reported a smaller-than-expected first quarter
loss, raised its fiscal 2004 industry sales forecast and increased
its profitability target for the full year.

The company, producer of International brand trucks, diesel
engines and IC brand school buses, said the net loss for the
quarter ended January 31, 2004, totaled $23 million, or ($0.34)
per diluted common share, compared with a loss of $99 million, or
($1.49) per diluted common share in the first quarter a year ago.
Navistar had given guidance of a first quarter loss of between
($0.40) and ($0.50) per diluted common share while the mean
estimate of ten security analysts was for a first quarter loss of
($0.44) per diluted common share.

"Even after adjusting for the first quarter volume increase,
operating income exceeded our expectations," said Daniel C.
Ustian, Navistar chairman, president and chief executive officer.

Consolidated sales and revenues from the company's manufacturing
and financial services operations for the first quarter totaled
$1.9 billion, compared with $1.6 billion in the first quarter of
2003.

Ustian said first quarter results reflect volume improvements
spurred by strengthening industry demand coupled with the
company's on-going cost reduction and quality improvement programs
and the benefits of its focused facility manufacturing strategy.
Manufacturing gross margin, boosted by an improving performance
from truck operations, more than doubled to 12.0 percent from the
5.3 percent reported in the first quarter a year ago.

"We expect to be solidly profitable for the year through on-going
execution of our operating plan, continued realization of variable
and fixed cost reductions and quality improvements," Ustian said.

The company is increasing its forecast for total industry sales
from the forecast it made last December.

The company now projects total truck industry retail sales volume
for Class 6-8 and school buses in the United States and Canada for
fiscal 2004 at 328,500 units, up from the previous forecast of
304,500 units and 25 percent above the 263,400 industry retail
sales in fiscal 2003.

Heavy truck sales are expected to increase to 208,000 units from
the previous forecast of 191,000 units, while sales of Class 6-7
medium trucks are estimated to increase to 93,000 units from the
previous forecast of 86,000 units. Forecasted school bus volume is
unchanged at 27,500 units.

According to Ustian, using the new industry volume forecast, the
company's target incentive compensation goal increases to
approximately $2.44 per diluted common share in fiscal 2004,
compared with the previously announced target earnings goal of
$2.02 per diluted common share under the old volume forecast.

Ustian also announced that the board of directors has approved the
company's overall heavy truck strategy, which calls for a capital
investment of $150 million for the introduction of a new line-haul
Class 8 truck. Capital for the program is included in the
company's previously announced average $250 million to $300
million per year capital investment program over the industry
cycle.

"This is one of the first notable steps in our goal to reach $15
billion in sales and revenues," Ustian said. "We expect this
product to be as revolutionary as our new 7000 and 8000 models
have been and to make clear our intention to be the product
leader."

According to Ustian, the new line-haul truck will leverage
International's existing high performance vehicle technology used
in the company's bus, medium, severe service and regional-haul
Class 8 trucks, each of which is the leader in the market in which
it competes. The new truck is scheduled to be introduced in the
2007/2008 timeframe.

"The long-haul Class 8 market is critical to our business and to
our dealer network, which provides International an industry-
leading distribution system," Ustian said. "Cost improvements that
already have been delivered, additional cost reduction
opportunities associated with the new line-haul project and the
Chatham heavy truck agreements have contributed to a set of
product economics that will meet our required rate of return of 15
percent ROA over the next business cycle."

Ustian also noted that the company's plans are rapidly moving
ahead to leverage existing medium truck and parts platforms as
well as International's family of diesel engines, particularly the
new 4.5-liter V-6 diesel engine being used to compete for military
contracts. In conjunction with the U.S. Army National Automotive
Center, the company will unveil two prototype concept vehicles
built on International medium truck platforms March 8 at the World
Conference of the Society of Automotive Engineers in Detroit.

Additionally, Ustian said the company has a contract to provide
six evaluation units of its V-6 engine to be fitted into the
army's military truck known as the Humvee.

"We offer an option to the military that the competition does not,
including a comprehensive product offering." Ustian said. "This is
a natural area of growth for International. We already have all
the platforms that the U.S. military and other allied countries
could leverage for products and services, and we are well
positioned to deliver new advanced solutions to both the military
and commercial markets."

Worldwide shipments of International medium and heavy trucks and
school buses during the first quarter totaled 22,500 units,
compared with 18,700 units in the first quarter of 2003. Class 8
shipments totaled 7,800 units, compared with 6,100 in 2003. Class
6-7 shipments totaled 9,900 units, compared with 7,700 in 2003.
School bus shipments totaled 4,800 units, approximately the same
as a year earlier.

Parts sales, aided by extreme winter weather in some areas of the
country, rose to $266 million from $238 million in the first
quarter of 2003. Shipments of diesel engines to other original
equipment manufacturers during the quarter totaled 74,500, up from
63,300 units in the first quarter of 2003.

Navistar International Corporation (NYSE:NAV) is the parent
company of International Truck and Engine Corporation. The company
produces Internationalr brand commercial trucks, mid-range diesel
engines and IC brand school buses and is a private label designer
and manufacturer of diesel engines for the pickup truck, van and
SUV markets. With the broadest distribution network in North
America, the company also provides financing for customers and
dealers. Additionally, through a joint venture with Ford Motor
Company, the company builds medium commercial trucks and sells
truck and diesel engine service parts. Additional information is
available at http://www.nav-international.com/

                         *    *    *

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


NEWPORT INTERNATIONAL: Eliminates Outstanding Debt
--------------------------------------------------
In a bold move, Newport International Group, Inc. (OTC Bulletin
Board: NWPO) and its secured creditors reached an agreement
whereby all notes and related debts outstanding were exchanged for
a combination of cash and stock.

The convertible and collateralized notes have been in technical
default since December 2003. The defaults were waived while the
company negotiated for the past two months, and the settlements
were reached shortly after the company received final notification
of default.

"The elimination of all outstanding notes and related obligations
is a huge milestone for the current Newport International,"
commented Cery Perle, the newly appointed CEO. "As a debt-free
company, we can now look toward the primary goal of creating
shareholder value and profitability."

The company, which recently acquired GrassRoots Communications,
Inc., a company founded by Mr. Perle, has transformed itself into
a cutting edge provider of Internet application sharing, video
conferencing, and VOIP software. Newport believes that it has
created a favorable relationship with its former secured creditors
through the acquisition and organizational changes and anticipates
a positive relationship with them as the company continues forward
with its growth and expansion plans.

Newport International Group Inc., through its subsidiary,
GrassRoots Communications, Inc. (GRCI), provides reliable,
affordable Web conferencing tools and has established itself as a
communication solutions company for small and mid-size businesses.
Cutting-edge Web conferencing and collaboration technology,
previously affordable only to Fortune 500 companies, is now
available to businesses ranging from home offices to small/medium
sized businesses, via GRCI's unique collaborative tools. Offering
fast, real-time collaboration, video, and voice, GRCLive saves
time and improves the efficiency and effectiveness of Internet
communication. With a free two-week trial period, GRCI offers the
individual and small-business owner the opportunity to become
acquainted with the vast variety of superior, yet affordable,
collaborative tools available today. Visit the company at
http://www.Newport-International-Group.com/


NEXTEL PARTNERS: December 2003 Equity Deficit Stands at $13 Mil.
----------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) reported very strong financial
and operating results for 2003, including $183.8 million of
Adjusted EBITDA, a $181.2 million increase compared to the prior
year's Adjusted EBITDA of $2.6 million. For the fourth quarter of
2003, Adjusted EBITDA was $67.4 million, representing a service
revenue margin of 24%. Partners generated its first quarter of
positive free cash flow in the amount of $1.5 million during the
fourth quarter of 2003, one quarter earlier than the company had
expected as discussed on its third quarter 2003 earnings call. Net
cash provided by operating activities was $57.7 million for the
fourth quarter of 2003 compared to $610,000 used in operating
activities for the same period in 2002, and was $87.2 million for
the year ended December 31, 2003 compared to $116.5 million used
in operating activities for the full year 2002. Service revenues
grew 49% over the prior year to $964.4 million and were $276.7
million in the fourth quarter of 2003, a 45% increase over the
prior year's fourth quarter. Net loss decreased $77.4 million to
$205.1 million in 2003. Partners added 88,500 subscribers during
the fourth quarter to end the year with 1,233,200 digital
subscribers, an increase of 355,400, from the 877,800 subscribers
at the end of the previous year.

"2003 was a breakthrough year for Nextel Partners as we continued
our rapid growth. Strong demand for our differentiated services
enabled Partners to continue our record of industry-leading
growth," said John Chapple, Partners' Chairman, CEO and President.
"During the year, subscriber growth of 40% boosted total revenues
to over $1 billion. Our strong operating leverage drove
significant Adjusted EBITDA growth resulting in positive free cash
flow -- ahead of schedule and for the first time in Partners'
history. In 2004 Partners will continue to focus on balanced
growth strategies -- expanding distribution channels, enhancing
our service offering and elevating customer satisfaction -- as we
strive to increase our share of what we believe are the best
wireless subscribers in the industry."

Average monthly revenue per subscriber unit, or ARPU, was
approximately $68 for the full year and $69 in the fourth quarter
of 2003 -- remaining among the highest in the wireless industry.
Inclusive of roaming revenues, ARPU was approximately $77 for the
full year and $78 in the fourth quarter of 2003. Average monthly
churn rate improved to 1.4% in the fourth quarter, a record low
for the company, and was 1.6% for the full year in 2003.

"Nextel Partners delivered record results in 2003," said Barry
Rowan, Partners' Chief Financial Officer and Treasurer. "We are
very pleased to have exceeded expectations on key financial
metrics including revenues and Adjusted EBITDA and achieved
positive free cash flow ahead of schedule. Amidst a very
challenging environment, subscriber growth was a robust 40%, ARPU
for the year was sustained at prior year levels, while churn
improved over the course of the year to set record lows for the
company. Fourth quarter lifetime revenue per subscriber (LRS) of
$4,929 (implied by ARPU and churn), a company best, ranks
Partners' customers among the most valuable in the industry.
During the year, Partners also significantly improved its
financial position with $1.1 billion of debt refinancings and
redemptions reducing our cost of debt and further reinforcing our
potential for continued free cash flow and future earnings."

During the fourth quarter, Partners retired $111.3 million
principal amount at maturity of its senior notes and Series B
redeemable preferred stock in exchange for cash, including
proceeds from the company's sale of 10 million newly issued Class
A shares in a public offering completed on November 19. During the
fourth quarter, the company also refinanced its $475 million
senior credit facility, reducing the annualized interest expense
of the facility by over $7 million and extending its maturity by
more than two years. On a combined basis, the company's debt
refinancings and redemptions of $1.142 billion since the fourth
quarter of 2002 are anticipated to result in net annualized
interest savings of approximately $56.6 million.

The loss attributable to common stockholders in the fourth quarter
of 2003 was $25.0 million, or $0.10 per share, including losses
related to the early retirement of debt totaling $20.7 million, or
$0.08 per share. Net of this item, the fourth quarter loss
attributable to common stockholders was $4.3 million, or $0.02 per
share. The loss attributable to common stockholders for the full
year 2003 was $207.2 million, or $0.82 per share, including losses
related to the early retirement of debt totaling $95.1 million, or
$0.38 per share. Net of this item, the 2003 loss attributable to
common stockholders was $112.1 million, or $0.44 per share.

Fourth quarter 2003 net capital expenditures, excluding
capitalized interest, were $32.6 million. Net capital expenditures
for the full year of 2003, excluding capitalized interest, were
$161.8 million, down 35% from 2002 net capital expenditures of
$250.8 million. During the year, Partners added approximately 290
cell sites to its network, bringing the total number of sites to
approximately 3,600 at year-end.

Nextel Partners' December 31, 2003 balance sheet shows a total
stockholders' equity deficit of $13,296,000

Nextel Partners, Inc., (Nasdaq:NXTP), based in Kirkland, Wash.,
has the exclusive right to provide digital wireless communications
services using the Nextel brand name in mid-sized and rural
markets in 31 states where approximately 53 million people reside.
Nextel Partners offers its customers the same fully integrated,
digital wireless communications services available from Nextel
Communications (Nextel) including Nationwide Direct Connect(R),
cellular voice, cellular wireless Internet access and short
messaging, all in a single wireless phone. Nextel Partners
customers can seamlessly access these services anywhere on
Nextel's or Nextel Partners' all-digital wireless network, which
currently covers 293 of the top 300 U.S. markets. To learn more
about Nextel Partners, visit http://www.nextelpartners.com/or
http://www.nextel.com/


NORTEK: S&P Rates $150-Mil. Sr. Unsec. Floating-Rate Notes at B+
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' rating to a
proposed issue of $150 million senior unsecured floating-rate
notes due 2010, by Providence, Rhode Island-based Nortek Inc. At
the same time, Standard & Poor's affirmed its existing ratings on
Nortek (B+/Stable/--) and its parent, Nortek Holdings Inc.
(B+/Stable/--).

"Proceeds from the offering will be used to redeem all of the
8.875% senior notes due 2008, which remain outstanding ($150
million) following the previously announced redemption," said
Standard & Poor's credit analyst Wesley E. Chinn.

The ratings on Nortek Inc. and Nortek Holdings reflect the
consolidated entity's competitive, cyclical markets, the niche
characteristic of certain products, and weak cash flow protection
measures resulting from the aggressive use of debt. This is
mitigated by a somewhat diversified portfolio of building products
(generating annual sales of roughly $1.5 billion) with significant
market shares, relatively stable cash flows, and satisfactory
liquidity. Although debt is being reduced using $455 million of
after-tax proceeds from the February 2004 sale of the windows,
doors, and siding business, the divestiture slightly diminished
the overall business profile and reduced the earnings base.

Good brand names, well-established positions in the major channels
of distribution, new product introductions, and a focus on low-
cost operations are expected to help sustain Nortek's solid market
shares within its diverse product lines. Still, markets are mature
and subject to the cyclicality of new residential and commercial
construction and more-stable residential and commercial
replacement/remodeling activity.

Favorable comparisons of Nortek's operating earnings in
residential building products are attributed to continuing
strength in new residential construction and remodeling activity
and new products. This has resulted in year-over-year volume
increases in range hoods, bathroom exhaust fans, and garage door
openers.


OWENS-ILLINOIS: BSN Glasspack Buy-Out Spurs Fitch's Rating Cuts
---------------------------------------------------------------
Fitch Ratings downgraded Owens-Illinois' (NYSE: OI) bank debt to
'B+' and senior secured notes to 'B' following the announcement of
its planned $1.5 billion acquisition of BSN Glasspack S.A. Fitch
has also downgraded OI's senior unsecured notes to 'CCC+' from
'B-'; and convertible preferred stock to 'CCC' from 'CCC+' based
on the deterioration in credit standing versus secured lenders as
a result of pending and expected future financings. The Rating
Outlook is Stable.

The downgrades reflect the heightened debt load from the
acquisition and the limited free cash flow available for de-
levering at the combined entity over the near term. Prior to the
acquisition, OI had total debt of approximately $5.3 billion and
was roughly break-even on a cash flow basis after asbestos
payments. Consolidated operating margins at OI have been steadily
declining for a number of years, and were particularly impacted in
2003 by a 34% drop in plastics. Other factors hurting margins
include lower volumes at the glass operations related to adverse
weather, lower pension income and higher energy costs. Reported
operating results also benefited from favorable exchange rates
during 2003. Cash flow has been adversely impacted by higher
interest rates, heavy capital expenditures and asbestos-related
payments.

The BSN acquisition will add approximately $1.5 billion in total
debt, with 2003 EBITDA of approximately $250 million. After
approximately $100 million in estimated annual capital
expenditures, approximately $80-100 million in incremental
interest expense, and cash taxes, free cash flow from the acquired
operations appears marginal. OI has projected approximately $100
million in incremental free cash flow, which Fitch estimates could
require the full achievement of the company's estimated synergies
of $75 million (to be realized over three years).

BSN's 2003 EBITDA is likely to have benefited from the record heat
experienced in Europe, as 75% of BSN's revenues are to the beer,
wine and spirits markets. Additionally, 52% of BSN's net sales
derived from France, which could be exposed to the impact of
global competition and the 50% appreciation of the Euro on French
wine exports. Also, changes to deposit laws in Germany (22% of BSN
revenues) produced a shift to glass containers that could reverse
over the near term upon changes in the recycling market.

In the near-term, debt levels could be reduced from the intended
sale of certain plastics operations. Management has projected
after-tax proceeds of as much as $1 billion, although this may be
difficult to achieve in light of the pricing pressures, raw
material costs and resultant profitability of these operations.
The plastics segment produced EBITDA of $340 million in 2003, and
management estimates that approximately half is represented by the
assets for sale.

Free cash flow has also been limited by asbestos payments and the
high capital intensity of the glass business. Although the level
of asbestos payments continues to moderate, the expiration of
insurance has resulted in higher net cash outflows. Asbestos-
related payments were $199 in 2003, and are expected to remain at
approximately that level in 2004. Capital expenditures, primarily
related to glass furnace re-builds, have been between 8-10% of
revenues over the past several years, down from 11-12% in the late
1990's, and continue to absorb a large part of operating cash
flow. Higher pension contributions may also be required over the
near term due to the deterioration in funded status. The sale of
the targeted plastics assets could raise the capital intensity of
the remaining operations. OI also remains exposed to rising cost
pressures, such as energy, packaging and freight.

In the absence of the sale of the targeted plastics operations in
2004, financial risk could escalate, particularly in the event of
higher interest rates. OI will require continued access to
external capital to refinance near-term maturities, and higher
risk premiums could be incorporated in current and future
financings. Interest expense in 2003 increased 12% from 2002
levels despite lower market interest rates. Higher interest rates
would clearly increase the cost of floating-rate debt and would
adversely impact rates on long-term refinancings. The large
majority of OI's financings over the past several years (including
the anticipated financing of the BSN transaction) have been done
on a secured basis, and any operational difficulties, capital
market disruptions or issues concerning the ability to grant
additional collateral may limit access to external capital.

On a pro forma basis based on September-end numbers, OI's total
debt/EBITDA and debt/cap will rise to 4.7 times (x) and 88.3%,
from current 4.4x and 84.4%, respectively. Secured debt/EBITDA
will deteriorate to 3.5x, from current 2.9x and total senior
secured debt may account for over 70% of total debt. Total bank
debt after the transaction is expected to exceed $3 billion. After
the transaction, combined OI/BSD will be the largest glass
producer in Europe. The transaction, subject to approval by French
regulators, is expected to close in the second quarter of 2004.

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia and New Zealand, and one
of the largest in Europe. OI also is a worldwide manufacturer of
plastics packaging with operations in North America, South
America, Europe, Australia and New Zealand.

This rating was provided by Fitch as a service to users of its
ratings and is based on public information.


OXFORD AUTOMOTIVE: S&P Puts Low-B & Junk Ratings on Watch Neg.
--------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'B' corporate credit
and 'CCC+' senior secured debt ratings on Troy, Michigan-based
Oxford Automotive Inc. on CreditWatch with negative implications.

"The CreditWatch listing follows Oxford's announcement that its
EBITDA will likely fall short of our prior expectations for both
March fiscal years 2004 and 2005," said Standard & Poor's credit
analyst Nancy Messer.

The period through fiscal 2005 is crucial for Oxford's financial
success, since the company is preparing for the launch of
important new Mercedes platforms. In addition, the company
announced that it expects to restate certain financial statements
because of accounting errors.

Oxford, a large supplier of specialized metal-formed systems,
modules, and assemblies to the automotive industry, had balance
sheet debt of $288 million at Dec. 31, 2003.

Oxford announced relatively weak financial results for the fiscal
2004 third quarter, ended Dec. 31, 2003, in part because of
unfavorable volumes and product mix. Automotive production volumes
for those platforms carrying Oxford's products were lower in the
December 2003 quarter than previously projected and continue to be
weak in the fiscal fourth quarter. As a result of the
disappointing nine-month results, the company has initiated a
reorganization program designed to reduce overhead costs and boost
future earnings and cash flow.

In addition, the company announced several accounting errors that
will result in restatement of Oxford's financial statements for
fiscal 2003 and first nine months of fiscal 2004. Oxford has
commenced an internal review and will determine any remedial
action that may be required to improve its internal accounting
controls. Because of these developments, Oxford will likely delay
the filing of its exchange offer registration statement for its
12% senior secured notes by as much as 120 days, and the company's
external auditors will be unable to review its fiscal 2003 third
quarter financial results until the review is complete. The
company is also seeking waivers from lenders under its $60 million
revolving credit facility.

The CreditWatch listing reflects the potential for lower ratings
because weaker-than-expected financial results for fiscal 2004 may
persist into fiscal 2005, resulting in liquidity pressures and
credit protection measures that are inadequate for the current
rating. Standard & Poor's expects to resolve the CreditWatch
listing after reviewing management's cost control plans in light
of lower volume assumptions, as well as analyzing the near-term
liquidity situation, which has worsened as a result of the lowered
EBITDA expectations. Oxford had a $61 million cash balance at Jan.
31, 2004, but capital spending will be significant over the next
six months as the company prepares for the new Mercedes M-Class
and Grand Sports Tourer launches. Oxford currently has limited
access to its $60 million revolving credit facility, until it
receives certain covenant waivers from its senior lenders, because
of the recently announced accounting errors. In addition, if the
Mercedes program launches, or other significant launches, are
delayed beyond their currently expected dates of late 2004 and
early 2005, regardless of cause, financial flexibility will be
further eroded. Oxford is not generating free cash flow, and the
recent downward revision of EBITDA projections for 2004 and 2005
will exacerbate the free cash flow shortfall, tightening liquidity
and pushing out debt repayment opportunities to beyond 2006.


PACIFIC GAS: Pushing for Approval of Amended Enron Settlement Pact
------------------------------------------------------------------
On December 2, 2001, Enron Energy Marketing Corp., Enron Energy
Services, Inc., Enron North America Corp., Enron Power Marketing,
Inc., Enron North America Corp., Enron Power Marketing, Inc., and
other affiliates of Enron Corp. commenced their Chapter 11
proceeding before the United States Bankruptcy Court for the
Southern District of New York.

Debtor Pacific Gas and Electric Company and the Enron Parties --
including Enron Canada Corp. -- have filed claims in the other
party's bankruptcy cases arising from various contracts,
agreements, guarantees, transactions, proceedings, disputes and
other circumstances.

The Enron Parties assert these Claims against PG&E:

Claim No.  Claim Amount   Asserted By     Reason
---------  ------------   -----------     --------------------
  8878     $98,328,193    Enron North     * $24,138,010 under
                          America           a gas agreement; and

                                          * $74,190,183 under
                                            a swap agreement;

  8879     197,763,021    Enron Power     * $30,000,000 based on
                          Marketing         the purchase of
                                            electricity or
                                            ancillary services by
                                            PG&E in markets
                                            operated by the
                                            California Power
                                            Exchange Corporation
                                            or the California
                                            Independent System
                                            Operator Corporation;

                                          * $33,800,000 estimated
                                            unliquidated amount
                                            from California ISO
                                            underscheduling
                                            penalty revenues

                                          * $186,000 from power
                                            sold under block
                                            forward contracts
                                            "commandeered" by the
                                            State of California;
                                            and

                                          * not less than
                                            $133,777,021 from the
                                            loss of collateral
                                            placed with the
                                            California PX

  8880      22,054,852    Enron Canada    under a gas agreement

  8881     239,920,010    Enron Energy    direct access energy
                          Services        credits -- DA Credits
                                          -- with respect to
                                          former customers of
                                          Enron Energy Services
                                          or Enron Energy
                                          Marketing as energy
                                          service providers in
                                          PG&E's service
                                          territory

  8882     164,029,412    Enron Energy    DA Credits
                          Marketing

13378     437,590,461    Enron Energy    * an amendment to Claim
                          Services          No. 8881

                                          * "Customer CRS Claims"
                                            based on "direct
                                            access cost
                                            responsibility
                                            surcharges" imposed
                                            by the California
                                            Public Utilities
                                            Commission on former
                                            direct access
                                            customers of Enron
                                            Energy Services and
                                            Enron Energy
                                            Marketing

13379      73,393,160    Enron Energy    * an amendment to Claim
                          Marketing         No. 8882

                                          * Customer CRS Claims

PG&E asserts these Claims against the Enron Parties:

                          Asserted
Claim No.  Claim Amount   Against         Reason
---------  ------------   -----------     --------------------
  5251            $298    National        natural gas supply
                          Energy
                          Production
                          Corporation

12547       1,984,163    Enron Energy    terminated transactions
                          Marketing       under a gas agreement

12562      20,637,886    Enron Energy    transmission and
                          Services        distribution charges
                                          under an Energy Service
                                          Provider agreement

12563           to be    Enron Energy    overcharges in Western
            determined    Services        energy markets

12564           to be    Enron Natural   overcharges in Western
            determined    Gas Marketing   energy markets
                          Corp.

12572           to be    Enron           overcharges in Western
            determined    Capital &       energy markets
                          Trade
                          International
                          Corp.

12573      86,353,173    Enron Power     terminated transactions
                          Marketing       under an electricity
                                          agreement

12574      16,969,631    Enron Energy    transmission and
                          Marketing       distribution charges
                                          under an ESP agreement

12575         981,293    Enron Energy    terminated transactions
                          Services        under a gas agreement

12576           to be    Enron Corp.     overcharges in Western
            determined                    energy markets

12577         466,179    Enron Energy    gas storage and
                          Services        transmission services
                                          under a gas agreement

12578      10,578,303    Enron North     terminated
                          America         transactions under a
                                          gas agreement

12579          11,762    Enron Energy    charges under an ESP
                          Services        agreement

12580          34,654    Enron Energy    charges under an ESP
                          Marketing       agreement

12581           4,027    Enron Energy    gas storage and
                          Marketing       transmission services
                                          under a gas agreement

12931           to be    Enron Corp.     FERC refund proceedings
            determined

12932           to be    Enron Energy    overcharges in Western
            determined    Marketing       energy markets

12935      10,739,398    Enron Corp.     guarantee of Enron
                                          North America
                                          Obligations

12936      22,097,124    Enron Corp.     guarantee of Enron
                                          Energy Services
                                          Obligations

12937      62,494,044    Enron Power     FERC refund proceedings
                          Marketing

12938      45,000,000    Enron Corp.     guarantee of Enron
                                          Power Marketing
                                          Obligations

12939           to be    Enron Energy    FERC refund proceedings
            determined    Services

12948           to be    Enron North     overcharges in Western
            determined    America         energy markets

13361           to be    Enron Power     overcharges in Western
            determined    Marketing       energy markets

22698           to be    Enron Energy    related to erroneous
            determined    Marketing       metering data

22699           to be    Enron Energy    related to erroneous
            determined    Services        metering data

22700           to be    Enron Power     related to erroneous
            determined    Marketing       metering data

According to Gary M. Kaplan, Esq., at Howard, Rice, Nemerovski,
Canady, Falk & Rabkin, in San Francisco, California, although no
Chapter 11 plan in the Enron Bankruptcy Cases has been approved
by the Enron Bankruptcy Court, the Enron Plan provides for
distributions on account of unsecured claims of 20% of allowed
claims.

                    The Settlement Agreement

As a result of more than two years of negotiations to resolve
each other's claims, PG&E and the Enron Parties entered into a
settlement agreement.  Mr. Kaplan relates that the Settlement
Agreement provides for the allowance of the Enron Energy Services
and Enron Energy Marketing DA Credits Claims aggregating
$229,000,000, subject to potential reductions, and for the
dismissal of the CPUC complaints related to the DA Credits.

The Settlement Agreement also provides for the release of PG&E
Claim Nos. 12562, 12563, 12575, 12577, 12579 and 12939 against
Enron Energy Services, and Claim Nos. 12547, 12574, 12580, 12581
and 12932 against Enron Energy Marketing, which aggregate
$41,000,000 on their face.  Additionally, the Settlement
Agreement releases the PG&E Claims against Enron with respect to
the guarantee of the PG&E Claims, including Claim No. 12936.

Mr. Kaplan points out that the Settlement Agreement expressly
preserves PG&E Claim Nos. 12547, 22698, 22699 and 22700 against
Enron Energy Marketing, Enron Energy Services and Enron Power
Marketing, although the Claims may not be set off against the
Enron Parties' Claims.

The Settlement Agreement further provides for the release to
Enron Energy Services and Enron Energy Marketing of the
$22,000,000 deposited in escrow with the CPUC with respect to
disputed transmission and distribution charges, which are
included in PG&E Claim Nos. 12562 and 12574.

Moreover, the Settlement Agreement provides for the potential
reduction in the amount of the Allowed Retail DA Credits Claims
to the extent that duplicative DA Credits Claims are asserted
against PG&E.  The amount of the Allowed Retail DA Credits Claim
will be reduced down to a maximum of $29,500,000.  Mr. Kaplan
says that to the extent that the allowed amount of Scheduled
Duplicative DA Credits Claims exceeds $29,500,000, PG&E is liable
for the next $25,000,000 without any corresponding further
reduction in the amount of the Allowed Retail DA Credits Claim.

With respect to the Wholesale Power & Gas Claims, the Settlement
Agreement provides for the allowance of Claim Nos. 8878 and 8880.  
These Claims asserted by Enron North America and Enron Canada
aggregate to $86,000,000.

The Settlement Agreement also provides for the release of PG&E
Claim Nos. 12573 and 12578 against Enron Power Marketing and
Enron North America, and the release of the PG&E Claims against
Enron Corp. with respect to the guarantee of the Claims,
including Claim No. 12935 against Enron Corp.  However, the other
PG&E Claims against Enron North America, Enron Canada and Enron
Power Marketing are preserved, including the related guarantee
claims against Enron Corp. -- Claim No. 12938.

               Limitation on Recovery on CRS Claims

Pursuant to the Settlement Agreement, the CRS Claims are
considered "Disputed Claims," which will remain subject to PG&E's
objections.  However, regardless of the outcome of any objection,
Enron Energy Services' and Enron Energy Marketing's maximum
aggregate recovery on the allowed CRS Claims will be the lesser
of:

   (a) $30,000,000; and

   (b) the product of:

       -- the portion of the Customer CRS Claims allowed by the
          Enron Bankruptcy Court; and

       -- the percentage distribution, which claims of the same
          class as the Customer CRS Claims receive in the Enron
          Energy Services and Enron Energy Marketing Chapter 11
          cases.

                        Mutual Releases

Mr. Kaplan informs that in addition to the releases of the PG&E
Claims and Enron Parties Claims, the Settlement Agreement also
contains releases by the parties' affiliates with respect to the
expressly resolved claims, and broad but limited mutual releases
between the parties, excluding certain "Reserved Matters."  The
Reserved Matters include all PG&E claims against Enron and its
affiliates -- except for Enron Energy Services and Enron Energy
Marketing -- relating to issues raised in the FERC proceedings
regarding:

   (a) alleged violations of the Federal Power Act or Natural Gas
       Act;

   (b) dysfunctions or potential manipulation of the Western gas
       or electric markets by Enron, its affiliates and others;
       and

   (c) all PG&E Claims arising from transactions in the markets
       operated or administered by the California PX and the
       California ISO.

But PG&E waives any right of set-off or recoupment it might
otherwise have against the Allowed Retail DA Credits Claim or the
Allowed Wholesale Power & Gas Claim based on the Reserved
Matters.

               Retail Settlement Termination Option &
                    Escrow Agreement Provisions

According to Mr. Kaplan, in the event that the allowed amount of
the Scheduled Duplicative DA Credits Claims exceeds $54,500,000,
PG&E has the option of terminating certain provisions of the
Settlement Agreement by providing written notice to the Enron
Parties after all the Scheduled Duplicative DA Credits Claims
have been allowed or disallowed.

The Retail Settlement Provisions include provisions regarding:

   * the Allowed Retail DA Credits Claim;

   * the dismissal of the CPUC Complaints;

   * the release of the funds in the CPUC Escrow Account;

   * the release of the PG&E Claims against Enron Energy
     Services and Enron Energy Marketing, and the related
     guarantee claims against Enron;

   * the limitations on recovery of the CRS Claims; and

   * related release provisions in the Settlement Agreement.

Mr. Kaplan maintains that the Enron Parties have the option to
prevent PG&E from effectuating the Retail Settlement Termination
Provision by agreeing to further reduce the amount of the Allowed
Retail DA Credits Claim to the extent that the allowed amount of
the Scheduled Duplicative DA Credits Claims exceeds $54,500,000.  
The Enron Parties may provide written notice to PG&E of their
acceptance of the Reduction Election after receipt of PG&E's
exercise of the Retail Settlement Termination Option.

Furthermore, Mr. Kaplan relates that based on PG&E's potential
exercise of the Retail Settlement Termination Provision, the
Settlement Agreement provides for the establishment of an escrow
with respect to the transactions contemplated by the Retail
Settlement Provisions, in the event that the aggregate amount of
Scheduled Duplicative DA Credits Claims exceeds $54,500,000.  The
escrow would close and the Retail Settlement Provisions would
become effective if the aggregate amount of the Scheduled
Duplicative DA Credits Claims allowed by the PG&E Bankruptcy
Court is less than $54,500,000.

In the event that Enron Energy Services and Enron Energy
Marketing accept the Reduction Election, on the effective date of
PG&E's Plan, the Settlement Agreement provides for the release to
Enron Energy Services and Enron Energy Marketing of the Allowed
Retail DA Credits Claim amount, net of the Scheduled Duplicative
DA Credits Claims amount.  The remaining portion of the Allowed
Retail DA Credits Claim will be treated as a Disputed Claim and
retained in escrow.  Additional amounts of the Allowed Retail DA
Credits Claim would be released to Enron Energy Services and
Enron Energy Marketing as the Scheduled Duplicative DA Credits
Claims are allowed or disallowed by the PG&E Bankruptcy Court.

In the event that PG&E exercises the Retail Settlement
Termination Option and Enron Energy Services and Enron Energy
Marketing do not accept the Reduction Election, then the items in
the escrow will be returned to the parties that delivered them --
excluding any funds delivered from the CPUC Escrow Account, which
will be retained in escrow pending a ruling on the dispute with
respect to it or a subsequent settlement.  In addition, the
Retail Settlement Provisions will not become effective and the
parties will retain all of their rights.

            Other Provisions of the Settlement Agreement

The Settlement Agreement provides that the interest on the amount
of the Allowed Retail DA Credits Claim and the Allowed Wholesale
Power & Gas Claim will accrue and be paid pursuant to the PG&E
Plan and relevant orders of the PG&E Bankruptcy Court, at the
rate of 4.19% per annum, commencing on the PG&E Petition Date,
compounded annually.  The Settlement Agreement also contains
detailed provisions regarding dispute resolution and
confidentiality.

The Settlement Agreement requires that the parties promptly seek
approval of the Settlement Agreement from their Bankruptcy Courts
and share drafts of related documents.  The Settlement Agreement
will be null and void -- except for certain provisions that
survive termination of the Settlement Agreement, such as those
relating to dispute resolution, confidentiality and governing law
-- if it not immediately approved by both Bankruptcy Courts.

                    Federal Insurance Objects

Joseph M. Burton, Esq., at Duane Morris, LLP, in San Francisco,
California, relates that while Federal Insurance Company does not
object per se to the Settlement Agreement and concomitant release
of claims, there are certain aspects of the proposed settlement
agreement which trouble Federal Insurance and significantly
impact its rights.  In particular, the settlement attempts to
preserve certain claims against Federal Insurance, purportedly
arising under the surety bonds that Federal Insurance issued on
behalf of Enron Energy Marketing, while, at the same time, PG&E
is releasing Enron Energy Marketing from any and all claims
arising under the underlying contracts for which Federal
Insurance issued the surety bonds.  In addition, Mr. Burton notes
that as part of the proposed settlement, PG&E is releasing
certain funds to Enron -- funds that Federal Insurance believes
it has an interest in and potential rights to.

Accordingly, Federal Insurance asks the Court to modify to the
Settlement Agreement to either include:

   (a) a full release of Federal Insurance, which would result
       in the withdrawal of two claims Federal Insurance filed
       against the Enron estates; or

   (b) a "carve out" of $8,184,197, plus applicable interest,
       from the CPUC Escrow Account so as to preserve Federal
       Insurance's rights of subordination in and to the funds,
       pending a resolution of PG&E's purported claims against
       Federal Insurance.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PAIN NET INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pain Net, Inc.
        1680 Watermark Drive
        Columbus, Ohio 43215

Bankruptcy Case No.: 04-51854

Type of Business: The Debtor provides pain management services,
                  including educational programs, managed care,
                  patient and physician advocacy, practice
                  development, quality assurance and the
                  development of disease based outcomes
                  monitoring software.  See
                  http://www.painnet.com/

Chapter 11 Petition Date: February 11, 2004

Court: Southern District of Ohio (Columbus)

Judge: Barbara J. Sellers

Debtor's Counsel: Grady L Pettigrew, Jr., Esq.
                  Cox Stein & Pettigrew Co., LPA
                  400 East Town Street, Suite G 30
                  Columbus, OH 43215
                  Tel: 614-224-1113
                  Fax: 614-228-0701

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Clinical Technology, Inc.                  $171,928

Chester Willcox & Saxbe                    $169,856

Edwards Electrical & Mechanical             $92,975

Stuart Allan & Associates, Inc.             $40,801

MediaVue                                    $20,382

Seneca Medical, Inc.                        $13,151

Edwards Electrical & Mechanical              $8,384

Thomson West                                 $6,926

Staples Credit Plan                          $5,820

Praxair Distribution, Inc.                   $5,523

Steris Corporation - 930098                  $3,822

Nextel                                       $3,083

Continental Distributors                     $3,040

Premier Distribution                         $3,040

Commercial Movers                            $2,652

Zadar Technology, Inc.                       $2,528

Manoranjan and Shaffer                       $2,500

Otis Elevator                                $2,348

Brainstorm Media, Inc.                       $2,287

Accupro Audio Video, Inc.                    $2,110


PARMALAT USA: Files for Chapter 11 with Farmland Dairies Unit
-------------------------------------------------------------
In order to ensure continued operations, Farmland Dairies, LLC has
filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court for the Southern
District of New York. This voluntary filing is to address certain
short-term operational and liquidity disruptions related to recent
changes to supplier payment terms while management works with
Lazard Freres & Co. LLC to explore a number of options, including
the potential sale of the U.S. dairy business.

The filing includes only Farmland, its parent company - Parmalat
USA Corporation - and its subsidiary, Milk Products of Alabama,
LLC. Together, these entities encompass Parmalat's dairy business
in the United States. Parmalat's U.S. dairy business anticipates
conducting business as normal through the filing process.

"We have initiated this action to protect Farmland's business,
brands, plants, people and customers, as well as the company's
valued milk suppliers and other creditors, while resolving
operational and liquidity issues in the most efficient manner and
as we explore a number of options," said Marc Caira, President and
CEO, Parmalat Dairy North America.

This voluntary filing is not expected to have any direct effect on
any other Parmalat businesses in North America, particularly the
profitable Parmalat business in Canada or the Parmalat bakery
business in North America.

The primary purpose of the Chapter 11 filing is to obtain the
financing necessary to address short-term liquidity needs.

To that end, Parmalat's U.S. dairy business has obtained financing
from GE Capital, a condition of which was the commencement of the
Chapter 11 case. Parmalat's U.S. dairy business is seeking interim
approval of the financing from the Bankruptcy Court. Upon
approval, the Bankruptcy Court is expected to set a date for a
final hearing for that financing package. This financing package
provides the company with sufficient liquidity to meet its
operational needs, including customary obligations associated with
the daily operation of its business, the timely post-petition
payment of milk producers and other suppliers, as well as
operating expenses, employee wages and other obligations. In
addition, an application has been made to the Court so that any
past due payments are made to milk suppliers.


PARMALAT USA CORP: Case Summary & 43 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Parmalat USA Corp.
             520 Main Avenue
             Wallington, New Jersey 07057

Bankruptcy Case No.: 04-11139

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Milk Products of Alabama LLC               04-11140
Farmland Dairies LLC                       04-11141

Type of Business: The Debtor is a subsidiary of Italian
                  dairy and food giant Parmalat Finanziria. Its
                  business includes processing, packaging,
                  and sale of fresh milk to retail customers,
                  and primarily supermarkets.
                  See http://www.parmalatusa.com/

Chapter 11 Petition Date: February 24, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtors' Counsels: Gary Holtzer, Esq.
                   Marcia L. Goldstein, Esq.
                   Weil Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, NY 10153
                   Tel: 212-310-8463
                   Fax: 212-310-8007

                              Estimated Assets  Estimated Debts
                              ----------------  ---------------
Parmalat USA Corp.            More than $100 M  More than $100 M
Milk Products of Alabama LLC  $1 M to $10 M     $1 M to $10 M
Farmland Dairies LLC          More than $100 M  More than $100 M

A. Parmalat USA Corp.'s 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Comerica                      Bank loan              $10,052,203
P.O. Box 75000
Detroit, MI 48275
Attn: Aurora Battaglia

Banca Di Roma Italy           Bank loan               $5,047,222
New York Branch
34 East 51st Street
New York, NY 10022
Attn: Ida Bajardi,
VP Italian Desk

Banca Intesta S.p.A.         Bank loan                $5,052,500
One William Street
New York, NY 10004
Attn: Giancarlo Baoicchi

B. Milk Products of Alabama's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Kellers Creamery              Trade debt                $103,008

Dairy Farmers of America      Trade debt                 $96,630

Liqui-Box Corporation         Trade debt                 $93,547

American Sugar Refining Co.   Trade debt                 $77,734

Valley Packaging              Trade debt                 $46,602

Dairypak                      Trade debt                 $27,038

Clofine Dairy & Food          Trade debt                 $18,700
Products

Crete Carrier Corp.           Trade debt                  $9,651

Firmenich Inc.                Trade debt                  $9,643

Alabama Food Service Inc.     Trade debt                  $9,514

Niro Inc.                     Trade debt                  $7,816

Celsis, Inc.                  Trade debt                  $6,585

Dixie Pallet and Lumber       Trade debt                  $4,368

Piedmont National Corp.       Trade debt                  $4,041

Yum Brands                    Trade debt                  $2,500

Evergreen Packaging Equipment Trade debt                  $2,322

North Alabama Electric Inc.                               $2,133

Rodem Process Equipment                                   $1,980

Dobbins Company Inc.                                      $1,279

MCMaster-Carr Supply Company                              $1,200

C. Farmland Dairies LLC's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
DMS                           Trade debt              $1,097,000
5001 Brittonfie ld Pkwy
Syracuse, NY 13057
Attn: Sharad Mather

Dairypak                      Trade debt                $917,415
7920 Mapleway Drive
Olmsted Falls, OH 44138
Attn: Carol Mele

Maryland Milk Producers A     Trade debt                $637,000
(MMPA)
1985 Isaac Newton Square West
Reston, VA 20190-5094
Attn: Jay Bryant

CKS Packaging Inc.            Trade debt                $582,703
445 Great SW Pkwy.
Atlanta, GA 30336
Attn: Steve Clarks

All Star Dairy Assoc. Inc.    Trade debt                $371,894
1050 Monarch St., Suite 101,
Lexington, KY 40513
Attn: Jim Sutton

Tuscan                        Trade debt                $371,162
750 Union Avenue
Union, NJ 07083
Attn: Patt Penko

Tetra Pak Inc.                Trade debt                $366,736
P.O. Box 70235
Chicago, IL 60673-0234
Attn: Joe Davidson

Oneida Lewis                  Trade debt                $329,000
1577 Fish Creek Rd.
West Leyden, NY 13489
Attn: Larry Kent

Borough of Wallington         Trade debt                $221,628

Middlebury RR # 4             Trade debt                $219,000

Bartlett Dairy, Inc.          Trade debt                $210,941

International Paper           Trade debt                $196,808

D'Agostino                    Trade debt                $186,672

Ryder Transportation          Trade debt                $167,931

Industrial Machine Corp.      Trade debt                $166,772

City of Wyoming               Trade debt                $133,214

House O Flavors               Trade debt                $123,393

Dairyland, Inc.               Trade debt                $120,851

Amerada Hess Corporation                                $118,479

Plastican, Inc.               Trade debt                $121,744


PINNACLE: Proposes $200 Million Private Offering to Redeem Notes
----------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) announced that it intends
to offer $200 million aggregate principal amount of new senior
subordinated notes due 2012 in a private offering under Rule 144A
and Regulation S of the Securities Act of 1933, as amended,
subject to market, regulatory and other conditions.  The Company
intends to use the net proceeds from this offering to repurchase
or redeem a portion of its outstanding 9.25% senior subordinated
notes due 2007.

The new senior subordinated notes will not be registered under the
Securities Act of 1933 or any state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.  This press
release shall not constitute an offer to sell or a solicitation of
an offer to buy the new senior subordinated notes.

Pinnacle Entertainment (S&P, B Corporate Credit Rating, Stable)
owns and operates eight casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana.


PINNACLE: Commences Cash Tender Offer for Up to $190-Mil. Notes
---------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) announced that it
commenced a cash tender offer on Friday, February 20, 2004, for up
to $190 million in aggregate principal amount of its 9.25% Senior
Subordinated Notes due 2007.  The purchase price for validly
tendered Notes is equal to $1,032.08 per $1,000 principal amount
of such Notes plus accrued and unpaid interest to, but not
including, the payment date. The aggregate principal amount of
Notes currently outstanding is $350 million.  The Company intends
to fund the tender offer through a debt financing of approximately
$200 million.

The tender offer will expire at 12:00 midnight, New York City
time, on Thursday, March 18, 2004, unless extended or earlier
terminated.  Tenders of Notes may not be withdrawn at any time,
except as required by applicable law.

If more than $190 million in aggregate principal amount of Notes
is properly tendered on or before the expiration date of the
tender offer, the Company intends to purchase Notes on a pro rata
basis in the tender offer, up to $190 million in aggregate
principal amount.  The Company's obligation to accept Notes
tendered, up to $190 million in aggregate principal amount, and to
pay the purchase price is subject to a number of conditions which
are set forth in the Offer to Purchase, dated February 20, 2004,
and the Letter of Transmittal for the tender offer, including the
completion of the proposed debt financing.
    
Following completion of the proposed debt financing, the Company
currently intends to exercise its right to redeem the Notes not
tendered and purchased in the tender offer up to an aggregate
principal amount (including the aggregate principal amount of
Notes purchased in the cash tender offer) of $190 million.  The
Notes are currently redeemable at $1,030.83 per $1,000 principal
amount of such Notes, plus accrued interest to the redemption
date.

Bear, Stearns & Co. Inc. and Lehman Brothers Inc. have been
retained as the dealer managers for the tender offer.  Questions
concerning the terms of the tender offer should be directed to
Bear, Stearns & Co. Inc., Global Liability Management Group, at
(877) 696-2327 or Lehman Brothers Inc., Liability Management Group
at (800) 438-3242.  The Bank of New York is the depositary agent
in connection with the tender offer.  D.F. King & Co., Inc. is the
information agent for the tender offer.  Requests for copies of
the Offer to Purchase and Letter of Transmittal may be obtained
from the information agent at (800) 758-5378.
    
Pinnacle Entertainment (S&P, B Corporate Credit Rating, Stable)
owns and operates eight casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana.


PHOTRONICS: Chief Executive Officer Dan Del Rosario Leaves Post
---------------------------------------------------------------
Photronics, Inc. (Nasdaq: PLAB), the world's leading sub-
wavelength reticle solutions supplier, announced the resignation
of Dan Del Rosario, the Company's Chief Executive Officer.  Mr.
Del Rosario, who had also served on the Company's Board of
Directors, will resign both positions effective immediately in
order to pursue other interests.
    
Constantine "Deno" Macricostas, Chairman, will assume the
additional responsibilities of the Company's Chief Executive
Officer until a successor for Mr. Del Rosario is named.  A search
for that person has already begun. The Company's Board of
Directors will be evaluating internal candidates, as well as
potential candidates from outside Photronics.   Mr. Macricostas
commented, "Dan has played many important roles in helping
Photronics to expand geographically and technologically.  His
contributions to creating value for our customers and opportunity
for both our employees and shareholders are appreciated.  We wish
him well in his new pursuits."

Mr. Macricostas added, "Photronics' long-term strategy remains
unchanged. The Company's Board and management team will continue
building on its strategic competitive position with the goal of
capitalizing on opportunities in Asia, Europe and North America.  
As our first quarter results demonstrate, our entire global team
is committed to strengthening our organization and to the
continuous improvement of our already strong financial position.  
I am confident that as the current cyclical upturn gathers
additional momentum, Photronics' ability to deliver the innovative
reticle technology and service solutions will be the key to
creating shareholder value for our investors."

Photronics (S&P, BB- Corporate Credit Rating, Negative) is a
leading worldwide manufacturer of photomasks.  Photomasks are high
precision quartz plates that contain microscopic images of
electronic circuits.  A key element in the manufacture of
semiconductors, photomasks are used to transfer circuit patterns
onto semiconductor wafers during the fabrication of integrated
circuits.  They are produced in accordance with
circuit designs provided by customers at strategically located
manufacturing facilities in Asia, Europe, and North America.  
Additional information on the Company can be accessed at:

             http://www.photronics.com/  


POWER SAVE: Brings-In Stark Winter as New Independent Accountant
----------------------------------------------------------------
On September 26, 2003, David T. Thomson, P.C., resigned as Power
Save International, Inc.'s independent public accountant and
notified them on that same date.  The decision to resign was based
on the firm's cessation of practicing before the SEC and providing
work for public companies.

David T. Thomson, PC.'s reports on the financial statements of
Power Save for the fiscal years ended December 31, 2001 and 2002,
contained going concern qualifications.
    
On September 30, 2003, the Board of Directors of Power Save
engaged the accounting firm of Stark Winter Schenkein & Co., LLP
as principal accountants of Power Save.  

The company's June 30, 2003, balance sheet filed with the SEC on
October 23, 2003, discloses a net capital deficit of $9,000 while
working capital deficit is about $11,000.


PREFERREDPLUS TRUST: S&P Hatchets Ser. ELP-1 Note Rating to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from PreferredPLUS Trust Series ELP-1 to 'CCC+' from 'B-'.

The lowered ratings reflect the lowering of the corporate credit
and senior unsecured debt ratings on El Paso Corp. on Feb. 18,
2004.

PreferredPLUS Trust Series ELP-1 is a swap-independent synthetic
transaction that is weak-linked to the underlying collateral, El
Paso Corp.'s senior unsecured debt. The lowered rating reflects
the credit quality of the underlying securities issued by El Paso
Corp.
   
                        RATINGS LOWERED
   
        PreferredPLUS Trust Series ELP-1
        $81 million fixed-rate preferred plus trust certs
           
                    Rating
        Class     To        From
        A         CCC+      B-
        B         CCC+      B-


QWEST COMMS: Hagemeyer Renews Multimillion-Dollar Contract
----------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced a one-
year, multimillion-dollar contract renewal awarded by Hagemeyer
North America, a value-added distributor based in Charleston,
South Carolina. Services provided under the contract include
nationwide deployment of frame relay, long-distance voice, and
dedicated Internet access (DIA). Hagemeyer has been a Qwest
customer since the year 2000.

Hagemeyer is a distributor of products and services focusing on
business-to-business markets in electrical materials, safety
products, and industrial products and services throughout North
America. With Qwest services, Hagemeyer can facilitate
communications between its distribution centers and more than 300
locations, which will help them expedite customer orders, achieve
greater cost efficiencies and provide its customers with superior
service quality.

"Qwest's communication services give us confidence in having
sustained business processes that enable us to provide significant
cost savings to both end-users and suppliers," said information
technologies' network services manager, Derrick Clayton, of
Hagemeyer North America.

"We are pleased to provide services to Hagemeyer," said Clifford
S. Holtz, executive vice president, Qwest business markets group.
"Their business model represents a growing need for services that
not only handle the exchange of customer communications, but also
the interconnectivity that can perform business critical
operations."

                     About Qwest DIA

Qwest's DIA service provides businesses with a scaleable Internet
solution that allows customers to send information at speeds up to
10 Gigabits per second (the highest available). Customers can also
manage and monitor network performance in real-time using a Web-
based interface, and Qwest DIA easily integrates with other
communications services such as frame relay, voice over the
Internet protocol (VoIP) and virtual private network (VPN)
solutions offered by Qwest.

                    About Hagemeyer

Hagemeyer North America, Inc. --http://www.hagemeyerna.com/-- is  
a distributor of products and services focusing on business-to-
business markets in electrical materials, safety products, and
industrial products and services throughout North America and is a
wholly owned subsidiary of Hagemeyer N.V. (www.hagemeyer.com).
Headquartered in the Netherlands, Hagemeyer N.V. is a value-added
global distributor of products and services focusing on business-
to-business markets in electrical materials, safety products, and
industrial products and services.

                      About Qwest

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 47,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, visit the Qwest at http://www.qwest.com/


QUANTUM CORP: Appoints Steven Wheelwright to Board of Directors
---------------------------------------------------------------
Quantum Corp. (NYSE: DSS), a global leader in storage, announced
that Steven C. Wheelwright, a Harvard Business School professor
and Senior Associate Dean, has been named to Quantum's Board of
Directors, effective Feb. 11, 2004.  Wheelwright, who has taught
for almost 30 years at Harvard and the Stanford Graduate School of
Business, is an authority on product and process development and
the role this plays in achieving competitive advantage.
    
"Over the past year, we've made significant progress in
strengthening our operational platform -- improving gross margins,
reducing expenses and delivering three new industry-leading
products for backup, recovery and archive," said Rick Belluzzo,
chairman and chief executive officer of Quantum. "As we look to
build on this progress, we will greatly benefit from Steve's
expertise in how companies can best manage their resources to
drive superior execution and innovation."
    
Wheelwright has authored or co-authored more than 15 books on
management, product and process development, manufacturing and
forecasting.  During his 20 years at Harvard Business School, he
has taught courses in both the M.B.A. and Executive Education
programs, including Technology and Operations Management,
Developing and Managing Technology, and Leading Product
Development.  As a Senior Associate Dean, Wheelwright oversaw the
Harvard M.B.A. program from 1995 to 1999, then directed faculty
hiring and development and now has responsibility for publication
activities.  In addition to his time at Harvard, he spent nine
years as a professor at the Stanford Graduate School of Business,
where he led the Strategic Management program for four years and
played a central role in starting the Manufacturing Strategy
program.

Outside of his distinguished academic career, Wheelwright has been
Vice President of Sales in a family-owned printing company and a
consultant to numerous companies on business and operations
strategy and product development.  He also previously served on
Quantum's Board of Directors from 1989 to 2000 and on other
boards, including those of Millennium Pharmaceuticals and
Franklin-Covey.

                        About Quantum

Quantum Corp. (S&P, BB- Corporate Credit and B Subordinated Debt
Ratings, Negative), founded in 1980, is a global leader in
storage, delivering highly reliable backup, archive and recovery
solutions that meet demanding requirements for data availability
and integrity with superior price performance.  Quantum is the
world's largest supplier of half-inch cartridge tape drives, and
its DLTtape technology is the industry standard for tape backup,
archiving, and recovery of business-critical data for the midrange
enterprise. Quantum is also a leader in the design, manufacture
and service of autoloaders and automated tape libraries used to
manage, store and transfer data. Over the past year, Quantum has
been one of the pioneers in the emerging market of disk-based
backup, offering a solution that emulates a tape library and is
optimized for data protection.  Quantum sales for the fiscal year
ended March 31, 2003, were approximately $871 million.  See the
company's web site at http://www.quantum.com/


ROBOTIC VISION: Raises $2 Million from Private Placement
--------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (OTC: RVSI.PK) said it has
completed a private placement of 666,667 shares of common stock
with SF Capital Partners Ltd. at $3.00 per share, raising $2
million in gross proceeds. The proceeds of the financing
will be used for general corporate purposes, including working
capital to support growth.
    
The buyer of the shares also acquired a warrant to purchase,
within six months, up to an additional 645,161 shares of common
stock at a price of $3.10 per share, or an aggregate purchase
price of $2,000,000.

Additionally, under terms of the company's private placement
completed in September 2003, participants in that placement have
the right to purchase shares, on equivalent terms, in the just-
completed private placement.  RVSI believes certain of the
participants in the September 2003 private placement will exercise
those rights, although the company cannot quantify the number of
shares that will be purchased at this time.

Barrington Research Associates, Inc. acted as exclusive financial
advisor for the offering.

                        About RVSI

Robotic Vision Systems, Inc. (RVSI) (RVSI.PK) -- whose December
31, 2003 balance sheet shows a working capital deficit of
$24,420,000 and total stockholders' equity deficit of
$6,466,000 --  has the most comprehensive line of machine vision
systems available today. Headquartered in Nashua, New Hampshire,
with offices worldwide, RVSI is the world leader in vision-based
semiconductor inspection and Data Matrix-based unit-level
traceability. Using leading-edge technology, RVSI joins vision-
enabled process equipment, high- performance optics, lighting, and
advanced hardware and software to assure product quality, identify
and track parts, control manufacturing processes, and ultimately
enhance profits for companies worldwide. Serving the
semiconductor, electronics, aerospace, automotive, pharmaceutical
and packaging industries, RVSI holds more than 100 patents in a
broad range of technologies. For more information visit:

                       http://www.rvsi.com/


RUSSEL METALS: Completes Tender Offer for 10% Sr. Notes Due 2009
----------------------------------------------------------------
Russel Metals Inc. (TSX: RUS)(TSX: RUS.PR.C) announced that it and
its wholly owned subsidiary RMI USA LLC have completed their
previously announced tender offer and consent solicitation for
their outstanding 10% Senior Notes due 2009. The aggregate
principal amount of Notes outstanding prior to the offer was
US$115,600,000. In total, US$95,544,000 aggregate principal amount
of the Notes were tendered and accepted.

Pursuant to the terms and conditions of the tender offer and
consent solicitation, Russel Metals and RMI have instructed the
depositary to accept and pay for all US$95,544,000 aggregate
principal amount of such tendered Notes at a fixed price of
US$1,072.50 per US$1,000 principal amount of Notes, plus accrued
and unpaid interest to, but not including, the settlement date,
for an aggregate purchase price of US$104,647,220.

Russel Metals and RMI intend to redeem all US$20,056,000 aggregate
principal amount of Notes not tendered and accepted for payment on
or shortly after June 1, 2004, at a redemption price of
US$1,050.00 per US$1,000 principal amount of Notes, plus accrued
and unpaid interest to, but not including, the redemption date.

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 reported in the Troubled Company Reporter's February 9, 2004
edition, 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 outlook is stable.


SAKS INC: Robert B. Carter Joins Board of Directors
---------------------------------------------------
Retailer Saks Incorporated (NYSE: SKS) announced that Robert B.
Carter, 44, has joined the Company's Board of Directors.

Rob Carter is Executive Vice President and Chief Information
Officer and a member of the Executive Management Committee of
Memphis, Tennessee-based FedEx Corporation. Carter joined FedEx in
1993, where he has held various positions of increasing
responsibility. He was with GTE Corporation for thirteen years
prior to joining FedEx, where he held various posts including
Director of Systems Development. Carter earned his bachelor's
degree in Computer and Information Sciences from the University of
Florida and his MBA from the University of South Florida.

Carter has received numerous awards and honors, including CIO
Magazine's "20/20 Vision Award" in 2002 and "100 Award" annually
since 2000, ComputerWorld's "Premier 100" annually since 2000,
Business 2.0's "20 Rising Executives" in 2002, Information Week
"Chief of the Year Award" in both 2000 and 2001, and InfoWorld's
"Chief Technology Officer of the Year" in 2000.

R. Brad Martin, Chairman and Chief Executive Officer of Saks
Incorporated, commented, "We are very pleased that Rob Carter has
joined the Company's Board of Directors. With his exceptional
strategic business and technology background, Rob will make an
outstanding contribution to our Board and to the Company."

Saks Incorporated (Fitch, BB+ Secured Bank Facility and BB- Senior
Note Ratings, Negative) operates Saks Fifth Avenue Enterprises
(SFAE), which consists of 62 Saks Fifth Avenue stores and 54 Saks
Off 5th stores. The Company also operates its Saks Department
Store Group (SDSG) with 243 department stores under the names of
Parisian, Proffitt's, McRae's, Younkers, Herberger's, Carson Pirie
Scott, Bergner's, and Boston Store and 19 Club Libby Lu specialty
stores.


SELECTS MEDICAL: Board Authorizes Stock Repurchase Program
----------------------------------------------------------
Select Medical Corporation (NYSE: SEM) announced that its Board of
Directors has authorized a program to repurchase up to $80 million
of its common stock.  The program will remain in effect until
August 31, 2005, unless extended by the Board of Directors. The
timing of any purchases of stock will depend on prevailing market
conditions.  The Company anticipates funding for this program to
come from available corporate funds, including cash on hand and
future cash flow.

Select Medical Corporation (S&P, BB- Corporate Credit Rating,
Stable) is a leading operator of specialty hospitals in the United
States.  Select operates 79 long-term acute care hospitals in 24
states.  Select operates four acute medical rehabilitation
hospitals in New Jersey.  Select is also a leading operator of
outpatient rehabilitation clinics in the United States and Canada,
with approximately 790 locations. Select also provides medical
rehabilitation services on a contract basis at nursing homes,
hospitals, assisted living and senior care centers, schools and
worksites.  Information about Select is available at

             http://www.selectmedicalcorp.com/


SHILOH INDUSTRIES: Q1 2004 Conference Call Set for Tomorrow
-----------------------------------------------------------
Shiloh Industries, Inc. (Nasdaq: SHLO), a leading manufacturer of
first operation blanks, engineered welded blanks, complex
stampings and modular assemblies for the automotive and heavy
truck industries, will announce earnings for the first quarter
ended January 31, 2004 on Thursday, February 26, 2004.  A
conference call to discuss the results will be held on Thursday,
February 26, 2004 at 2:00 p.m. (ET).

To listen to the conference call, dial (800) 374-0915
approximately five minutes prior to the start time and request the
Shiloh Industries first quarter conference call.  A replay of the
conference call will be available from 5:00 p.m. (ET), Thursday,
February 26, 2004, through 5:00 p.m. (ET), Wednesday, March 3,
2004. To access the replay, call (800) 642-1687 and enter
conference code 5758120.

Headquartered in Cleveland, Ohio, Shiloh Industries (S&P, B
Corporate Credit Rating) is a leading manufacturer of blanks,
engineered welded blanks, engineered stampings and modular
assemblies for the automotive and heavy truck industries.  The
Company has 11 operating locations in Ohio, Georgia, Michigan,
Tennessee and Mexico, and employs approximately 2,500.


SIX FLAGS: Reporting 4th Quarter and Year End Results on March 3
----------------------------------------------------------------
Six Flags, Inc. (NYSE: PKS) announced that it will report results
for the fourth quarter and year end at the close of the market on
Wednesday, March 3, 2004.

The Company will hold a teleconference at 10:00 a.m. EST on
Thursday, March 4, 2004 for interested investors, analysts and
portfolio managers. The teleconference will be broadcast live as a
listen-only Web cast on http://www.sixflags.com/and  
http://www.companyboardroom.com/

The Webcast will be archived for one year.

Six Flags (S&P, B+ Corporate Credit and Senior Secured Bank Loan
Ratings, Negative Outlook) is the world's largest regional theme
park company, currently with thirty-nine parks throughout North
America and Europe.


SLATER STEEL: Seeks Exemption from Filing Disclosure Requirements
-----------------------------------------------------------------
Slater Steel Inc. submitted an application to the securities
authority, or regulator, in each of Ontario, Alberta, British
Columbia, Quebec, Saskatchewan, Manitoba, Nova Scotia and
Newfoundland and Labrador for a ruling that it be exempt from the
continuous disclosure requirements under applicable securities
legislation. Slater also said that, on or prior to receiving such
exemption, it will seek to delist its common shares from trading
on The Toronto Stock Exchange.

The Company and its subsidiaries sought creditor protection under
applicable Canadian and U.S. legislation on June 2, 2003 and have
announced either the wind down and orderly realization or the sale
of its remaining assets.

The Company said that it believes that the incremental cost of
providing the additional disclosure to shareholders required by
legislation is not warranted given its circumstances. In addition,
continuing to comply with the continuous disclosure requirements
is overly onerous and costly and creates a misleading impression
that shareholders will continue to have a real economic interest
in Slater. In press releases, Slater has stated on four occasions
-- October 7, 2003, November 20, 2003, December 19, 2003 and
January 7, 2004 -- that it does not expect that shareholders will
receive any value from the insolvency proceedings.

The Company said that there can be no assurance that the relief
that it is seeking will be obtained.

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.           


SPIEGEL GROUP: Has Until May 31, 2004 to Decide on Leases
---------------------------------------------------------
The Spiegel Group Debtors sought and obtained Court approval to
extend the period within which they must assume or reject their
unexpired non-residential real property leases through and
including May 31, 2004.

The Debtors assured the Court that they have timely performed
their obligations under their Leases and that the extension will
not prejudice their Lessors.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


STATION CASINOS: 9.875% Sr. Note Tender Offer to Expire on Mar 5
----------------------------------------------------------------
Station Casinos, Inc. (NYSE:STN) announced the results to date of
its previously announced tender offer and consent solicitation for
any and all of its $375,000,000 aggregate principal amount of 9-
7/8% Senior Subordinated Notes due 2010.

As of 5:00 p.m. (EST) on February 20, 2004, holders of
$356,913,000 aggregate principal amount of the outstanding Notes
(approximately 95.2%) have delivered valid tenders and consents
pursuant to the Offer.

Consequently, the Company has received the requisite consents
required to affect the adoption of the proposed amendments to the
indenture governing the Notes. Adoption of the proposed amendments
required the consent of holders of at least a majority of the
aggregate principal amount outstanding of Notes.

The Offer is scheduled to expire at 12:00 midnight, New York City
time, on Friday, March 5, 2004, unless extended or earlier
terminated. Holders who validly tendered by 5:00 p.m., New York
City time, on Friday, February 20, 2004 will receive payment on
the initial settlement date, which is expected to be on or about
February 26, 2004. Notes tendered prior to the Consent Date may no
longer be withdrawn.

The terms and conditions of the Offer, including the Company's
obligation to accept the Notes tendered and pay the purchase price
and consent payments, are set forth in the Offer to Purchase and
Consent Solicitation Statement, dated as of February 6, 2004, as
amended by the supplement, dated as of February 18, 2004.

The Company has engaged Banc of America Securities LLC to act as
dealer manager and solicitation agent in connection with the
Offer. Questions regarding the Offer and Consent may be directed
to Banc of America Securities LLC High Yield Special Products at
888-292-0070 (US toll-free) or 704-388-4813 (collect). Requests
for documentation may be directed to D.F. King & Co., Inc., at
800-628-8532 (US toll-free) or 212-269-5550 (collect).

                    Company Information

Station Casinos, Inc. (S&P, BB Corporate Credit Rating, Stable
Outlook) is the leading provider of gaming and entertainment to
the residents of Las Vegas, Nevada. Station's properties are
regional entertainment destinations and include various amenities,
including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as
traditional casino gaming offerings such as video poker, slot
machines, table games, bingo and race and sports wagering. Station
owns and operates Palace Station Hotel & Casino, Boulder Station
Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire Casino
and Wild Wild West Gambling Hall & Hotel in Las Vegas, Nevada,
Texas Station Gambling Hall & Hotel and Fiesta Rancho Casino Hotel
in North Las Vegas, Nevada, and Sunset Station Hotel & Casino and
Fiesta Henderson Casino Hotel in Henderson, Nevada. Station also
owns a 50% interest in both Barley's Casino & Brewing Company and
Green Valley Ranch Station Casino in Henderson, Nevada and a 6.7%
interest in the Palms Casino Resort in Las Vegas, Nevada. In
addition, Station manages the Thunder Valley Casino in Sacramento,
California on behalf of the United Auburn Indian Community.


STELCO INC: Canadian Court Extends CCAA Stay to May 28, 2004
------------------------------------------------------------
Stelco Inc. and the other Stelco companies involved in the CCAA
restructuring process obtained a court order on January 29, 2004,
providing for a stay of proceedings until February 27, 2004. The
court has recently extended the stay of proceedings until
May 28, 2004.

A copy of the First Stay Extension Order is available at:

           http://www.mccarthy.ca/en/ccaa

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

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


TAMBORIL CIGAR: Continuing Integrated Reverse Takeover with Axion
-----------------------------------------------------------------
On December 31, 2003, Tamboril Cigar Company acquired a
substantial majority of the outstanding common stock and
convertible debt of Axion Power Corporation, a Canadian
corporation that is engaged in research and development on a
nanotechnology enabled hybrid electrochemical storage battery that
Tamboril refers to as the E3Cell. This transaction gave Tamboril
voting control over Axion. On January 9, 2004, Tamboril acquired
the balance of Axion's outstanding securities, together with the
patents and other intellectual property that form the basis for
the E3Cell technology. The Axion transactions were structured as
an integrated reverse takeover, which means that the former
holders of Axion's securities obtained voting control over the
cigar company on December 31, 2003, and the level of voting
control increased when Tamboril acquired the balance of Axion's
securities and the E3Cell patents nine days later.

The investor warrants are valid for one year. A total of
10,666,696 investor warrants will be exercisable at a price $.125
per share until June 30, 2004, and then $.1875 per share until
they expire on December 31, 2004. The remaining 2,800,000 investor
warrants will be exercisable at a price $.1875 per share until
June 30, 2004, and then $.25 per share until they expire on
December 31, 2004. The capital warrants and stock options are all
valid for two years and exercisable at a price of $.125 per share.

On February 2, 2004, Tamboril's Board of Directors increased the
number of seats on the Board to seven, and appointed five
individuals selected by Axion to serve as additional directors.
The new directors will serve until the next stockholders' meeting,
which is tentatively scheduled for early May. Concurrently, Sally
Fonner resigned from the Board.

Axion is a Canadian Federal Corporation that was organized in
September 2003, to develop, manufacture and sell hybrid electrical
energy storage batteries based on its E3Cell technology. While
Axion is newly organized, its E3Cell technology is at the advanced
laboratory prototype stage and Axion plans to begin preliminary
beta testing of E3Cell batteries within 3 to 6 months. If beta
testing is successful, Axion intends to initially develop E3Cell
products for use in fixed installations such as uninterruptible
power supply equipment, backup power systems for
telecommunications and CATV equipment and surplus energy storage
systems for photovoltaic and wind energy generators. Thereafter,
Axion hopes to expand its focus and enter other markets including
battery systems for hybrid automobiles and certain other high-
value applications.

Tamboril Cigar and two of its subsidiaries filed voluntary Chapter
11 petitions in the U.S. Bankruptcy Court for the Southern
District of Florida on April 11, 2000 (Bankr. S.D. Fl. Cases No.
00-13040). The Debtors filed their plan of reorganization with the
Bankruptcy Court in August of 2000 and the court confirmed the
plan in December of 2000.

At September 30, 2003, the company disclosed a total shareholders'
equity deficit of $402,582.                


TRIAD HOSPITALS: Publishes 2003 Fourth Quarter & Annual Results
---------------------------------------------------------------
Triad Hospitals, Inc. (NYSE:TRI) announced consolidated financial
results for the three months and year ended December 31, 2003.

For the three months, the Company reported revenues of $1.05
billion; earnings before interest, taxes, depreciation,
amortization, and other items ("adjusted EBITDA") of $142.9
million; diluted earnings per share ("EPS") after discontinued
operations of $(0.01); diluted EPS from continuing operations of
$0.03; and diluted EPS from continuing operations, excluding two
items, of $0.49.

The two excluded items were (i) refinancing transaction costs of
$39.9 million ($24.9 million after tax) related to refinancing
$325 million in 11% Senior Subordinated Notes with $600 million in
7% Senior Subordinated Notes, and (ii) a non-cash impairment of
fixed assets of $16.3 million ($10.2 million after tax) related to
a hospital that the Company recently decided to sell. The Company
signed a definitive agreement on February 20, 2004, to sell Alice
Regional Hospital for an undisclosed amount that is $16.3 million
less than the carrying value of the hospital's fixed assets, and
expects to consummate the transaction by April 30, 2004.

Accordingly, the Company recorded an impairment as of December 31
to reflect the fair market value now implied by the expected sales
price. For the three months and year ended December 31, 2003, the
Company still reported Alice in continuing operations because the
Company had not decided to sell by December 31. For 2004, the
Company expects to begin reporting Alice in discontinued
operations, with prior periods reclassified. The Company expects
the reclassification to have no significant impact on 2004 diluted
EPS from continuing operations.

For the three months and year ended December 31, 2003, the Company
reported in discontinued operations, with prior periods
reclassified, the results from Cambio Health Solutions, LLC, El
Dorado Hospital, and Medical Center at Terrell. The Company had
already completed or made decisions prior to December 31 to
complete the divestiture of those assets. The Company made Cambio
independent in the fourth quarter of 2003; sold El Dorado on
February 1, 2004; and decided to exit Terrell in the second
quarter of 2004. The Company has offered Terrell for sale and will
terminate its lease if the hospital is not sold. The Company
previously stated on January 12, 2004, that it expected the net
impact of discontinued operations to be essentially neutral to
diluted EPS, but the Company subsequently settled a dispute
related to a minority interest in Cambio that resulted in a net
loss from discontinued operations for the fourth quarter.

During the fourth quarter, the Company completed seven
acquisitions. On October 1, the Company closed a transaction with
McKenzie-Willamette Hospital, a not-for-profit hospital in Oregon,
in which it formed a venture to operate the hospital's existing
facility and build a replacement; Triad contributed $20 million to
the venture (including $13 million in cash) and incurred an
obligation, with interest, to build a replacement hospital. On
December 1, the Company closed an acquisition of four hospitals in
Arkansas from subsidiaries of Tenet Healthcare Corporation
(NYSE:THC) for $142 million, excluding accounts receivable. Also
on December 1, the Company formed a venture with Valley Hospital,
a not-for-profit hospital in Alaska, to operate the hospital's
existing facility and build a replacement; Triad contributed $25
million to this venture (including $23 million in cash) and
incurred an obligation, with interest, to build a replacement
hospital. Finally, on December 1, the Company completed an asset
acquisition and facility lease of Woodward Regional Hospital in
Woodward, Oklahoma, for $6.6 million, including working capital.

For the three months, on a same-facility basis compared to the
prior year three month period, inpatient admissions increased
7.2%, adjusted admissions increased 8.2%, inpatient surgeries
increased 4.1%, patient revenue per adjusted admission increased
4.3%, patient revenues increased 12.8%, and revenues increased
11.8%. Same-facility results included facilities owned for the
full fourth quarter of both years.

For the three months, cash flow from operating activities was
$70.9 million after cash interest and tax, or $129.9 million
before cash interest and tax of $59.0 million. The Company spent
$98.2 million on capital expenditures and $185.3 million on
acquisitions during the quarter. The Company also paid debt
principal of $488.8 million during the quarter, including $320.8
million of the 11% Senior Subordinated Notes and $150 million of
its Tranche A and Tranche B bank debt, with some of the proceeds
from the issuance of the $600 million in 7% Senior Subordinated
Notes.

At December 31, cash and cash equivalents were $15.2 million, and
the Company had $221 million available under its $250 million
revolving credit facility which was reduced by $29 million of
outstanding letters of credit. Long-term debt outstanding was
$1.76 billion, and stockholders' equity totaled $2.08 billion.

For the year, the Company reported revenues of $3.87 billion;
adjusted EBITDA of $543.9 million; diluted EPS after discontinued
operations of $1.26; diluted EPS from continuing operations of
$1.32; and diluted EPS from continuing operations, excluding the
refinancing costs and non-cash impairment, of $1.78. Cash flow
from operating activities for the year was $363.8 million after
cash interest and tax, or $500.2 million before cash interest and
tax of $136.4 million. The Company spent $281.1 million on capital
expenditures, spent $185.3 million on acquisitions, paid debt
principal of $539.5 million during the year, and received proceeds
of $600 million from issuance of long-term debt.

During the first quarter of 2004, the Company expects to report a
pre-tax gain of approximately $82 million ($0.62 after-tax impact
to EPS) on the sale of two hospitals and three ambulatory surgery
centers in the Kansas City area to HCA (NYSE:HCA). The Company
signed a definitive agreement on January 30, 2004, to sell the
facilities for approximately $136 million, based on HCA's exercise
of a call option. The sale will result in elimination annually of
approximately $18 million in cash flow from operations (rental
revenue) and approximately $5 million in depreciation expense. For
the three months and year ended December 31, 2003, the Company
still reported operating results from these facilities in
continuing operations because the Company had not reached a
definitive agreement before December 31. However, for 2004, the
Company will report Kansas City, including both the $82 million
gain and the operating results, in discontinued operations, with
prior periods reclassified. Neither the expected gain nor the
operating results from the Kansas City facilities are included in
the Company's guidance for 2004 diluted EPS from continuing
operations.

The Company reiterated its guidance for 2004 diluted EPS from
continuing operations of $2.28-2.36. The Company continues to
expect provision for doubtful accounts to comprise approximately
10% of net revenue in 2004 (before implementation of a new charity
policy), but the Company believes the provision will be subject to
change throughout 2004 based on evolving business conditions and
the effectiveness of Company actions in response, and this may
significantly impact 2004 EPS.

Triad, through its affiliates, owns and manages hospitals and
ambulatory surgery centers in small cities and selected larger
urban markets. The Company currently operates 56 hospitals
(including two under construction) and 16 ambulatory surgery
centers in 18 states with approximately 9,400 licensed beds. In
addition, through its QHR subsidiary, the Company provides
hospital management, consulting and advisory services to more than
200 independent community hospitals and health systems throughout
the United States.

                       *    *    *

As reported in the Troubled Company Reporter's November 5, 2003
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to Triad Hospitals Inc.'s $450 million senior subordinated
notes due 2013, issued under Rule 144A. At the same time, Standard
& Poor's affirmed Triad's corporate credit (BB-), senior secured,
senior unsecured, and subordinated debt ratings. Proceeds from the
new issue will be used to repay existing subordinated debt and for
general corporate purposes.

The senior secured bank loan is rated one notch above the
corporate credit rating. Based on collateral value estimates,
Standard & Poor's believes that these measures offer a strong
likelihood of full recovery of bank debt in the event of default.
Total debt outstanding as of Sept. 31, 2003, was $1.6 billion.

"The speculative-grade ratings on Triad reflect Standard & Poor's
concern about the company's aggressive growth strategies, risks
associated with potentially weaker future reimbursement by the
government and other third-party payors, growing bad debt
reserves, and the challenges the company faces to maintain or
improve its local market positions," said credit analyst David
Peknay.


UAL CORP: 19 Senators Back Flight Attendants on Retiree Benefits
----------------------------------------------------------------
Nineteen U.S. Senators signed on to a letter authored by Sen.
Edward Kennedy (D-MA) asking United Airlines CEO Glenn Tilton to
adhere to the agreement with retirees and reconsider the airline's
planned changes to retiree health benefits because of the hardship
it will bring to them and their families.

A portion of the Senators' letter read:

"We understand that in the time since United entered bankruptcy
proceedings, its employees and retirees have made many sacrifices
to help United reduce its costs and reorganize successfully.
Pilots, flight attendants, maintenance workers, and customer
service workers have made substantial concessions to assist the
company.

"As part of these concessions, employees have agreed to a
reduction in future medical benefits and an increase in health
care premiums. United gave employees the option of retiring before
July 1, 2003 in order to qualify for existing retiree medical
benefits without reduction and without increased costs. Thousands
of employees retired in the first six months of 2003 in order to
preserve their retiree health care coverage."

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 will force retirees to pay
hundreds of dollars more per month of their modest pensions just
to continue health insurance.

A letter from members of the House was sent to United on Feb. 13.
Retirees and active flight attendants personally delivered
thousands of letters of protest to Tilton on Feb 13. Copies of the
letters from the Senate and the House of Representatives, as well
as a selection of letters sent by retirees, may be viewed at:

                  http://www.unitedafa.org/

"We are thankful for the overwhelming support from both the Senate
and the House on this issue," said United AFA Master Executive
Council President Greg Davidowitch. "Corporate America is in a
race to destroy the security of health care for seniors and United
Airlines is leading the way. The very people who have given
decades of dedicated service to this airline are repaid for their
commitment with management's ill-conceived plan that will leave
many retirees without options and flat broke."

On Friday, the bankruptcy court ruled to appoint an examiner to
investigate United Airlines' scheme to intentionally mislead
thousands of flight attendants into ending their careers or
retiring early, defrauding them out of their retirement benefits.

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.


UNITED AIRLINES: Court Continues Automatic Stay on Chicago Fund
---------------------------------------------------------------
U.S. Bank serves as Indenture Trustee under an Indenture dated
June 1, 2000, with the City of Chicago.  Pursuant to the
Indenture, Chicago issued the Chicago O'Hare International
Airport Special Facilities Revenue Refunding Bonds (United Air
Lines, Inc. Project) Series 2000A, in the principal amount of
$38,360,000.

Contemporaneously, the Issuer entered into a Special Facility Use
Agreement with United Airlines Inc. whereby the proceeds of the
Bonds were to be used to redeem a portion of the Chicago O'Hare
International Airport Special Facility Revenue Bonds (United Air
Lines Inc. Project) Series 1990.

In exchange for redemption of the Series 1990 Bonds and United's
use of the facilities, United agreed to make payments of
principal, interest and any premium on the Bonds.  As security,
the Issuer pledged to U.S. Bank all of its right, title and
interest in the Facility Use Agreement and all monies and
securities held by U.S. Bank.

Pursuant to the Facility Use Agreement, a Construction Fund was
established to pay for the costs of construction under the
Project.  As of May 13, 2003, the Construction Fund held
$5,544,760.  On May 20, 2003, United submitted a draw request to
U.S. Bank seeking to withdraw from the Construction Fund
$1,403,269.

U.S. Bank asked Judge Wedoff to modify the automatic stay so it
can exercise its rights under the Indenture regarding monies in
the Construction Fund.  Katherine A. Constantine, Esq., at Dorsey
& Whitney, in Minneapolis, Minnesota, explained that United has no
equity in the monies contained in the Construction Fund.  United
cannot meet the burden of showing that the monies in the
Construction Fund are necessary for an effective reorganization.

                       *    *    *

Judge Wedoff continues the automatic stay with regard to the
Construction Funds.  The Debtors will deposit $2,589,300 into an
escrow account.  U.S. Bank reserves its right to seek payment
from the Debtors for other amounts payable under the Special
Facility Agreement, including default interest, Trustee fees and
expenses.  In the event of any non-compliance, the stay will be
lifted and the amounts in the Construction Fund will be released
to the applicable Trust. (United Airlines Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


VIVENDI UNIVERSAL: Says APPAC Allegations are "Libelous"
--------------------------------------------------------
The chairman of Vivendi Universal (Paris Bourse: EX FP; NYSE: V)
(S&P, BB Long-Term and B Short-Term Corporate Credit Ratings,
Positive) declares that APPAC, the individual shareholders'
association, may have filed a complaint for forgery and the use of
forged documents against its senior management.

These accusations, like the other allegations contained in his
declarations, are completely groundless. There are no
inconsistencies or falsifications in the minutes or extracts of
minutes from any Vivendi Universal board meeting.

APPAC's allegations are therefore libelous, and VU will in due
time go before the appropriate court, in the same way as it
responded to APPAC's wrongful writ of January 16, 2004, by a
counterclaim for damages.


VOLUME SERVICES: Records $4,803,000 Net Loss For Full-Year 2003
---------------------------------------------------------------
Centerplate (Amex: CVP) (Toronto: CVP.un), the tradename for
Volume Services America Holdings, Inc.'s operating businesses, and
a leading provider of catering, concessions, merchandise and
facilities management services, reported financial results for the
fourth quarter and fiscal year ended December 30, 2003.

Net sales for the fiscal year grew nearly 7% to $616.1 million
from $577.2 million for the fiscal year ended December 31, 2002.
Adjusted earnings before interest, income taxes, depreciation and
amortization (EBITDA) for fiscal year 2003 was $52,963,000,
compared to $53,514,000 for fiscal year 2002. (The decline in
adjusted EBITDA was due primarily to a non-recurring return of
funds to the company's subsidiary, Service America Corporation, in
fiscal 2002. Centerplate presents adjusted EBITDA because
covenants in the indenture governing the company's subordinated
notes contain ratios based on this measure.)

For full-year 2003, Centerplate reported a net loss of $4,803,000
versus income of $4,496,000 in 2002 as a result of the company's
refinancing.

"We are pleased to report increased net sales due to new accounts
and playoff activity in the professional leagues we serve," said
Larry Honig, Centerplate's chairman and chief executive officer.
"However, as expected, we reported a net loss for the year as a
result of increased interest and other expenses related to our
tender for existing high-yield notes and the refinancing of our
previous debt. Because of the nature of our business and the
structure of our Income Deposit Securities (IDSs), we focus our
efforts on achieving stable cash flows that will enable us to pay
dividends and interest on the IDSs rather than maximizing net
income growth. As previously announced, Centerplate will make its
third distribution to IDS holders at the annual rate of
approximately $1.56 per IDS.

"We are proud to be one of the largest providers of food and
beverage services to sports facilities, convention centers and
other entertainment venues in the United States, based on the
number of facilities we serve," Mr. Honig continued. "We serve a
large and diversified client base of more than 125 facilities, and
we typically operate under exclusive long-term contracts with our
clients. We offer full-service capabilities with a reputation for
high-quality food and beverage products and services, and we
employ an experienced management team. In addition, we have
identified four areas of strategic focus and growth opportunities:
further penetrate the mid-size account market, extend our suite
and club-level seat catering service, build the facilities
management business, and offer a variety of branded products to
our clients."

For the fourth quarter of fiscal 2003, Centerplate reported net
sales of $131.8 million, an increase of 3% from $127.8 million in
the fourth quarter of 2002. Centerplate reported a net loss of
$11,808,000 for the fourth quarter of 2003 versus a net loss of
$2,258,000 for the comparable quarter in 2002. On a per share
basis, Centerplate reported a net loss for fiscal 2003 of $0.34
per share versus net income of $0.33 per share for fiscal 2002,
and net loss for the fourth quarter of 2003 of $0.73 per share
versus a net loss of $0.17 per share for the fourth quarter of
2002. The increase in net losses in the fourth quarter and fiscal
year ended December 30, 2003 was principally due to the
refinancing expenses noted above, including a $5.3 million non-
cash charge for the write-off of existing credit facility cost.

Mr. Honig added, "We are proud to be the first to offer IDSs in
the United States and are pleased to be listed on the American
Stock Exchange and Toronto Stock Exchange." Centerplate's IDSs
began trading on the American Stock Exchange on December 5, 2003,
and on the Toronto Stock Exchange on December 8, 2003. The
offering realized proceeds to the company of approximately $277
million, including the exercise of the over-allotment option.
These proceeds have been or will be used to, among other things,
repurchase shares of common stock from the existing investors,
repurchase all of the outstanding senior subordinated notes of
Volume Services America, Inc., VSAH's wholly owned subsidiary
("VSA") in a tender offer or through redemption, and repay all
outstanding borrowings under VSA's existing credit facility. Each
IDS issued by the company comprises one share of common stock and
a 13.5% subordinated note due 2013.

Centerplate, the tradename for Volume Services America Holdings,
Inc.'s operating businesses, is a leading provider of catering,
concessions, merchandise and facility management services for
sports facilities, convention centers and other entertainment
venues. Visit the company online at http://www.centerplate.com/

Volume Services America's balance sheet as of December 30, 2003
shows a working capital deficit of $734,000

                         *    *    *

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.


WARNACO GROUP: Hosting Q4 & FY 2003 Conference Call on March 8
--------------------------------------------------------------
The Warnaco Group, Inc. (NASDAQ: WRNC) will conduct a conference
call, which will also be available via a live web-cast to discuss
fiscal fourth quarter and year end 2003 results. The call will be
held on Monday, March 8, 2004 at 9:00 a.m. Eastern Time, and will
be hosted by Joe Gromek, President and Chief Executive Officer and
Larry Rutkowski, Chief Financial Officer. A replay of the web-cast
will be available within one hour of the call.

While the question and answer session of the call will be limited
to institutional analysts and investors, retail brokers and
individual investors are invited and encouraged to attend via the
live web-cast. The broadcast will be hosted at:

                     http://www.warnaco.com/

The Warnaco Group, Inc., headquartered in New York, is a leading
manufacturer of intimate apparel, menswear, jeanswear, swimwear,
men's and women's sportswear and accessories sold under such owned
and licensed brands as Warner's(R), Olga(R), Lejaby(R), Body Nancy
Ganz(TM), Chaps Ralph Lauren(R), Calvin Klein(R) men's and women's
underwear, men's accessories, men's, women's, junior women's and
children's jeans and women's and juniors swimwear, Speedo(R)
men's, women's and children's swimwear, sportswear and swimwear
accessories, Anne Cole Collection(R), Cole of California(R),
Catalina(R) and Nautica(R) swimwear.


WEIRTON STEEL: Continuing Negotiations with Disputed Claim Holders
------------------------------------------------------------------
James H. Joseph, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, recounts that pursuant to the Reclamation
Procedures Order, Weirton Steel Corporation is required to file a
Reclamation Report listing:

   (a) the name of each Reclamation Claimant;

   (b) the date on which the Debtor received each reclamation
       Claim;

   (c) the alleged amount of each Reclamation Claim;

   (d) the amount of the Allowable Reclamation Claim; and

   (e) the defenses to each Reclamation Claim.

Accordingly, the Debtor lists 32 reclamation claims.  The total
alleged amount of the 32 reclamation claims is $4,404,938.  The
Debtor determined that the total allowable claim amount for the
Reclamation Claims is only $75,075.

The Debtor further determined that:

   (a) Seven Reclamation Claims do not adequately describe
       the reclaimed goods:

                                 Alleged       Allowable
       Reclamation Claimant    Claim Amount   Claim Amount
       --------------------    ------------   ------------
       Corporate Express             $9,744             $0
       Millcraft SMS Services   unspecified              0
       Morton Salt                    1,244              0
       U.S. Steel                 1,059,710              0
       U.S. Steel                 1,160,178              0
       WESCO Distribution            40,036         15,758
       W.W. Grainger                142,691          2,308

   (b) Most of the Reclamation Claimants cannot demonstrate that
       the reclaimed goods were identifiable and were in the
       Debtor's possession when the Reclamation Demand was
       received, except for these claimants:

                                 Alleged       Allowable
       Reclamation Claimant    Claim Amount   Claim Amount
       --------------------    ------------   ------------
       Hunt Valve Co.                $2,000         $2,000
       Mitsubishi International      13,550              0
       Shape Technology             103,887              0
       Sheffield Forgemasters       149,154         30,400

   (c) Two Reclamation Claimants have knowledge of the Debtor's
       insolvency when it delivered the reclaimed goods:

                                 Alleged       Allowable
       Reclamation Claimant    Claim Amount   Claim Amount
       --------------------    ------------   ------------
       Koppers, Inc.               $477,688             $0
       U.S. Steel                 1,059,710              0
       U.S. Steel                 1,160,178              0

   (d) These 18 Reclamation Claims are barred pursuant to
       Section 546 of the Bankruptcy Code:

                                 Alleged       Allowable
       Reclamation Claimant    Claim Amount   Claim Amount
       --------------------    ------------   ------------
       Corporate Express             $9,744             $0
       Andersen Equipment               950              0
       Beckwith Machinery             6,262              0
       Chemalloy Company             39,156              0
       Corporate Express              9,744              0
       Drafto Corporation            24,310              0
       ESM                          138,332              0
       H&K Equipment                 25,077              0
       Mitsubishi International      13,550              0
       Morton Salt                    1,244              0
       Ohio Contact                  17,000              0
       Shape Technology             103,887              0
       Sheffield Forgemasters       149,154         30,400
       Spectrum Mechanical           70,383              0
       Sumitomo Corp. of America     67,763              0
       U.S. Steel                 1,059,710              0
       U.S. Steel                 1,160,178              0
       WESCO Distribution            40,036         15,758
       Wise Machine Co.              20,000              0
       W.W. Grainger                142,691          2,308

   (e) With regards to Beckwith's Claim, certain goods were
       returned;

   (f) H&K Equipment's Claim was a claim for repairs.  The motors
       belonged to the Debtor; and

   (g) With regards to W.W. Grainger's Claim, certain goods were
       never received.

Mr. Joseph notes that by citing defenses on the Reclamation
Claims Report, the Debtor does not waive any other defenses that
may be available to it, and the Debtor does not concede that it
bears the burden of proof with respect to any of the specific
defense.

                     Debtor Supplements Report

Consequently, the Debtor and certain Reclamation Claimants worked
together to resolve the disputes relating to the Reclamation
Claims.  Mr. Joseph tells Judge Friend that a substantial portion
of the Reclamation Claims have been resolved.  Currently, the
Reclamation Claims fall into three categories:

A. Uncontested Claims -- Reclamation Claims to which no response    
                         were filed

                               Alleged      Allowable
   Reclamation Claimant      Claim Amount Claim Amount
   --------------------      ------------ ------------
   Andersen Equipment                $950           $0
   Arkansas Lime Company           21,212       21,212
   Drafto Corporation              24,310            0
   ESM                            138,332            0
   Hunt Valve Co.                   2,000        2,000
   Joseph R. Ryerson               17,383            0
   Koppers, Inc.                  477,688            0
   Mitsubishi International        13,550            0
   Noranda, Inc.                   99,272            0
   Ohio Contact                    17,000            0
   Rossborough-Remacor             33,334            0
   Shape Technology               103,887            0
   Spectrum Mechanical             70,383            0
   Sumitomo Corp. of America       67,763            0
   U.S. Steel                   1,059,710            0
   WESCO Distribution              40,036       15,758
   Western Lime Corporation         4,413        4,413
   XL Box, Inc.                    46,728            0
                            ------------- ------------
      TOTAL                    $2,237,950      $43,410
                            ============= ============

B. Resolved Claims -- Reclamation Claims to which responses
                      were filed, but which have been
                      consensually resolved between the Debtor
                      and the Reclamation Claimants

                               Alleged       Agreed
   Reclamation Claimant      Claim Amount Claim Amount
   --------------------      ------------ ------------
   Beckwith Machinery             $10,987       $8,600
   Corporate Express                9,744        5,000
   H & K Equipment                 25,077            0
   Morgan Construction             72,292       46,966
   RECO Equipment                   4,063        3,200
                             ------------ ------------
      TOTAL                      $122,164      $63,766
                             ============ ============

C. Disputed Claims -- Reclamation Claims to which responses were
                      filed and which have not been resolved by
                      the parties
   
                               Alleged      Allowable
   Reclamation Claimant      Claim Amount Claim Amount
   --------------------      ------------ ------------
   Affival                        $20,650           $0
   Chemalloy Company               39,156            0
   Lehigh Heavy Forge              21,700            0
   Martin Marietta                 87,291       25,625
   Metallurgica North America      71,475            0
   Millcraft SMS Services         114,050            0
   Morton Salt                      1,515            0
   Morton Industries              104,779            0
   Sheffield Forgemasters          89,600       30,400
   United States Steel          1,160,178            0
   W.W. Grainger                   84,000        2,308
   Wise Machine                    20,000            0
                            ------------- ------------
      TOTAL                   $1,1814,395      $58,333
                            ============= ============

Pursuant to the Reclamation Procedures Order, Mr. Joseph reminds
the Court, the Uncontested Claims are deemed to be allowed only
in the amounts acknowledged by the Debtor as "Allowed Amount of
Reclamation Claim," with the balance of the Uncontested Claims to
be disallowed.  The Resolved Claims should be allowed in the
Agreed Amounts, with the balance of the Resolved Claims to be
disallowed.

With respect to the Disputed Claims, the Debtor asks the Court to
establish a trial schedule to be served on all Reclamation
Claimants asserting a Disputed Claim.

                          *     *     *

Accordingly, Judge Friend:

   (a) allows the Uncontested Claims in amounts listed as
       "Allowed Amount of Reclamation Claim," and disallows the
       balance of the Uncontested Claims;

   (b) allows the Resolved Claims in amounts listed as "Agreed
       Amount of Reclamation Claim," and disallows the balance of
       the Resolved Claims.

The Court held a status conference with respect to all of the
Disputed Claims.  Negotiations continue with respect to the
resolution of the Disputed Claims. (Weirton Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WESTPOINT STEVENS: Turns to Dickstein in Linerboard Litigation
--------------------------------------------------------------
WestPoint Stevens Inc., and its debtor-affiliates sought and
obtained the Court's authority to employ Dickstein Shapiro Morin &
Oshinsky LLP as their special litigation counsel in connection
with the Linerboard Litigation, nunc pro tunc to the Petition
Date.

Pursuant to the Employment Agreement, Dickstein will be
compensated for its services on an existing contingency fee
basis, with the fees payable if and only when the firm is
successful in achieving a recovery in the Linerboard Litigation
for the benefit of the Debtors.  Dickstein's contingent fee will
be 36% calculated against any and all recoveries, whether by
settlement or judgment, on behalf of the Debtors.  In addition,
in the event the Linerboard Litigation is tried, in whole or in
part, Dickstein will also receive statutory award of attorneys'
fees paid by the Linerboard Defendants.

Dickstein also holds an attorney's lien and related claims
against any recovery in the Linerboard Litigation under
applicable law on account of prepetition services under the
existing contingent fee agreement.  Dickstein also holds an
attorney's lien and related claims against the Debtors for
$15,628 with respect to prepetition services rendered in
connection with various intellectual property matters.

The Debtors requested that Dickstein be excused from complying
with the Court's requirements for fee applications.  The Court
approved the Debtors' request that Dickstein be required to file
fee applications with respect to and at the time of each and any
recovery from one or more defendants that:

     (i) briefly summarizes the nature of the professional
         services rendered to the Debtors in connection with the
         Linerboard Litigation;

    (ii) identifies the total dollar amount of the Debtors'
         recovery; and

   (iii) calculates Dickstein's contingent professional fee as
         the result of the Debtors' recovery. (WestPoint
         Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
         Service, Inc., 215/945-7000)  


WH HOLDINGS: S&P Assigns Corporate Credit Rating at BB-
-------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to WH Holdings Ltd., the indirect parent of dietary
supplements direct marketer Herbalife International Inc.
(BB-/Stable/--). At the same time, Standard & Poor's assigned its
'B' rating to the proposed $275 million notes due 2011 to be co-
issued by WH Holdings and WH Capital Corp. The notes are to be
issued under Rule 144A with registration rights. Proceeds from the
offering will be largely used to redeem WH Holdings' outstanding
preferred stock of about $220 million and to repay about $50
million in holding company debt. Pro forma for the debt offering,
WH Holdings has total debt outstanding of $525 million.

Concurrently, Standard & Poor's raised its bank loan rating on
subsidiary Herbalife International's $105 million senior secured
credit facilities to 'BB' from 'BB-', and assigned a '1' recovery
rating to the facilities. The loan is rated one notch above the
corporate credit rating; this and the '1' recovery rating indicate
a high expectation of full recovery of principal in the event of a
default.

All other ratings on Herbalife were affirmed, including the 'BB-'
corporate credit rating. The outlook is stable.

"The affirmation is based on Standard & Poor's expectations that
credit protection measures will remain adequate for the rating
given the proposed recapitalization," said credit analyst Ana Lai.
"The ratings continue to reflect the risks associated with
Herbalife's network marketing business model, intense competition
in the weight management and nutritional supplements industries,
and product liability and negative publicity risks. These risks
are partially mitigated by the company's relatively stable cash
flow generation and the geographic diversity of its operations."

Herbalife is a network marketer of weight management, nutritional
supplements, and personal care products. The company distributes
its products exclusively through its network of independent
distributors. The structure of its sales force is multilevel,
where current representatives are given incentives to recruit new
distributors into their down-line organization.

Herbalife generates the bulk of its sales from weight management
and nutritional supplements, which account for more than 85% of
total sales. Competition in these industries is high, as Herbalife
competes with manufacturers, other multilevel marketers, and
retailers offering similar products. In addition to competing for
potential customers, Herbalife competes with other network
marketers in recruiting and retaining distributors. Herbalife's
ability to retain and recruit distributors is key to maintaining
its sales base.

Prospects for the weight management industry remain favorable due
to the increasing incidence of obesity and the greater awareness
of associated health risks, which are expected to drive future
sales growth of weight management products. However, the company's
products are subject to product liability risks, and its network
marketing system is subject to negative publicity and regulatory
scrutiny.


WORLDCOM: Agrees with AT&T to Settle All Claims Against Each Other
------------------------------------------------------------------
AT&T (NYSE: T) and MCI (WCOEQ, MCWEQ) reached an out-of-court
resolution of all claims the two companies have had against each
other, both before and after MCI filed Chapter 11 petitions in
July 2002. The agreement includes resolution of AT&T's call
routing claims against MCI and MCI's dismissal of its contempt of
court motion against AT&T.

No other terms of the agreement were disclosed. The agreement has
been submitted for approval to the federal Bankruptcy Court for
the Southern District of New York.

"AT&T is pleased with the resolution, which fully addresses the
interests of AT&T's shareholders," said Jim Cicconi, Executive
Vice President and General Counsel of AT&T.

"This resolution is good for our creditors as well as both
companies overall," according to Stasia Kelly, MCI Executive Vice
President and General Counsel. "It allows us to better focus on
the common good of the industry -- fostering healthy competition
and serving our customers."

                      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/

                           About AT&T

For more than 125 years, AT&T (NYSE "T") has been known for
unparalleled quality and reliability in communications. Backed by
the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.


WORLD FAMOUS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: World Famous, Inc.
        P.O. Box 399
        Medford, Oregon 97501

Bankruptcy Case No.: 04-61005

Type of Business: The Debtor operates a used car sales business
                  in Medford, Oregon.

Chapter 11 Petition Date: February 17, 2004

Court: District of Oregon (Eugene)

Judge: Frank R. Alley III

Debtor's Counsel: Wilson C. Muhlheim, Esq.
                  Muhlheim Boyd & Carroll
                  88 East Broadway
                  Eugene, OR 97401-2933
                  Tel: 541-868-8005

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
John Addington's Used Cars    Trade Debt                 $19,750

Custom Detail                 Trade Debt                  $6,845

Ed's Tire Factory             Trade Debt                  $5,378

Profab Automotive Center      Trade Debt                  $4,874

Diamond Audio                 Trade Debt                  $2,895

Advantage Tire                Trade Debt                  $2,628

Auto Parts Warehouse, Inc.    Trade Debt                  $2,550

Caveman & Action Auto         Trade Debt                  $1,385

Century Transmissions         Trade Debt                  $1,579

Carquest Auto Parts           Trade Debt                  $1,379

Farrell's Glass Service       Trade Debt                    $985

Parts Channel, Inc.           Trade Debt                    $968

Clutch World                  Trade Debt                    $935

American Linen                Trade Debt                    $863

Lithia Dodge                  Trade Debt                    $757

Wramn Inc.                    Trade Debt                    $690

Lithia Toyota                 Trade Debt                    $528

Qwest Dex Accounts            Trade Debt                    $514

Industrial Source             Trade Debt                    $468

The Peddler                   Trade Debt                    $437


XTO: Buying Properties in Barnett Shale & Arkoma Basin for $200M
----------------------------------------------------------------
XTO Energy Inc. (NYSE: XTO) entered definitive agreements with
multiple parties to acquire producing properties located primarily
in the Barnett Shale of North Texas and in the Arkoma Basin for
$200 million.  XTO Energy's internal engineers estimate proved
reserves to be about 154 billion cubic feet of gas equivalent
(Bcfe) of which approximately 52% are proved developed.  The
acquisitions will initially add about 25 million cubic feet of
natural gas equivalent per day (MMcfe/d) to the Company's growing
production base.  About 99% of the acquired production is
attributable to natural gas. Development costs for the proved
undeveloped reserves are estimated at $0.64 per thousand cubic
feet (Mcf).  The Company plans to allocate $20 million in
additional development funds to the new properties, bringing 2004
development expenditures to $520 million.  XTO will operate more
than 88% of the value of these producing properties.
    
"These transactions highlight XTO's entry into the highly prolific
Barnett Shale region of North Texas.  With years of production
data and well assessment, we are now confident in the feasibility
of the play.  In typical XTO fashion, we have acquired producing
properties in the core area of development and plan to expand our
position," stated Bob R. Simpson, Chairman and Chief Executive
Officer.  "With these transactions, our natural gas production for
2004 is targeted to increase 18% to 20%, up from our previous
guidance of 16% to 18%.  We remain focused on securing more
strategic properties through acquisition efforts this year."
    
"Our technical teams have been assessing the long-term viability
of the Barnett Shale for the past two years -- scrutinizing
wellbore and reservoir dynamics along with economic feasibility.  
Given the conclusions, our development teams are enthusiastic and
committed," continued Steffen E. Palko, Vice Chairman and
President.  "XTO has earned a record of success across the country
in tight-formation exploitation.  Our expertise in horizontal
drilling and water-fracturing techniques will find perfect
application in developing the Barnett Shale.  Importantly, the
areal extent of the shale should allow XTO to build a compelling
growth program."

In the Barnett Shale of North Texas, XTO is acquiring 97.6 Bcfe of
proved reserves (42% developed) for $120 million.  Current daily
production from the properties totals approximately 15 MMcfe.  The
Company expects substantial upsides in its initial 11,000 acre
position.

XTO Energy is also expanding its operating presence in the Arkoma
Basin with the purchase of 56.3 Bcfe of long-lived proved reserves
(70% developed) for a price of $80 million.  The properties
produce about 10 MMcfe per day.

The majority of these acquisitions are scheduled to close on or
before April 15, 2004.  The final closing price for each
transaction is subject to typical closing and post-closing
adjustments.  Funding will be provided through the combination of
existing credit facilities and cash flow.

XTO Energy Inc. (S&P, BB+ Corporate Credit Rating, Positive
Outlook) is a premier domestic natural gas producer engaged in the
acquisition, exploitation and development of quality, long-lived
gas and oil properties.  The Company, whose predecessor companies
were established in 1986, completed its initial public offering in
May 1993.  Its properties are concentrated in Texas, New Mexico,
Arkansas, Oklahoma, Kansas, Wyoming, Colorado, Alaska and
Louisiana.


* West Now Offers Additional Method for Obtaining Documents  
-----------------------------------------------------------
For those occasions when a document is not available in any of the
more than 17,000 Westlaw databases, West now offers West Document
Retrieval, a service that specializes in obtaining hard- to-locate
federal, state and local government documents, as well as public-
domain documents.  West is a Thomson business (NYSE: TOC; TSX) and
the foremost provider of integrated information solutions to the
U.S. legal market.

West Document Retrieval, formerly known as FDR Research, has been
a leader in the document research and retrieval industry for more
than 25 years. The business was transitioned to West from Thomson
Financial on January 1, 2004.

"West Document Retrieval rounds out our information capabilities,
providing access to any public document, even if it is not
available online, and adds even more power to popular services
such as Westlaw Litigator," said Erv Barbre, senior vice
president, New Product Development for West. "The service provides
completeness and more investigative support, which we are eager to
have under the West umbrella."

West Document Retrieval obtains the documents nationwide through
its extensive network of staff and independent agents. Requests
are initiated within 24 to 48 hours, with rush service also
available. Document areas in which the company specializes include

     -- Civil and criminal litigation
     -- Bankruptcy
     -- Public records
     -- Corporate/UCC (Uniform Commercial Code)
     -- Energy
     -- Financial services
     -- Insurance
     -- Intellectual property
     -- Labor
     -- Legislative

"With the combination of Westlaw and West Document Retrieval, West
has everything -- and if we don't, we'll get it," said Peter
Harris, manager of West Document Retrieval. "We can obtain any
public document that's not available online."

To obtain documents through West Document Retrieval, call
(877) 362-7387. Later this year, legal professionals will be able
to complete online forms on Westlaw to obtain documents through
West Document Retrieval.

For more information, visit http://www.west.thomson.com/


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           *********

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

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

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

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

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

                          *********

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 ***