TCR_Public/040226.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 26, 2004, Vol. 8, No. 40

                           Headlines

ABRAXAS PETROLEUM: Amends Terms of First Lien Credit Facility
ADELPHIA COMMS: Files Proposed Chapter 11 Plan of Reorganization
AMERICAN ACHIEVEMENT: Commences Tender Offer for 11-5/8% Sr. Notes
AMERICAN INTERNATIONAL: Unable to Make Scheduled Debt Payment
AMERICAN ROCK SALT: S&P Assigns Low-B Level Corp. Credit Rating

AURORA: Gets Approval to Honor Prepetition Customer Obligations
AVADO BRANDS: Brings-in Skadden Arps as Bankruptcy Attorneys
AVAYA INC: Appoints Matthew Booher as VP -- Investor Relations
BANC OF AMERICA: S&P Assigns Prelim. Ratings to Ser. 2004-1 Notes
BANKUNITED: Convertible Senior Debt Issue Gets Fitch's BB+ Rating

BETHLEHEM STEEL: Wants Court to Act on 64 Various Claims
BURLINGTON: BII Trust Wants Court to Expunge 7 Late-Filed Claims
CABLETEL: Lender Agrees to Forbear as Company Evaluates Asset Bids
CALPINE CORP: Cancels $2.3BB Offerings to Refinance Unit's Debt
CASCADES: S&P Affirms BB+ Credit Rating & Revises Outlook to Neg.

CHESAPEAKE CORPORATION: Board Nominates Jeremy Fowden as Director
CHEVYS, INC: Turns to Atlas Partners for Real Estate Advice
COVANTA LAKE II: Case Summary & 30 Largest Unsecured Creditors
DALEEN TECHNOLOGIES: Reports Slight Revenue Increase in Q4 2003
DII INDUSTRIES: Signs-Up Houlihan Lokey as Financial Advisor

DIRECTV LATIN: Emerges From Bankruptcy as Plan Becomes Effective
DJ ORTHOPEDICS: Raises $56.7M Through Common Stock Public Offering
ENERSYS CAPITAL: S&P Assigns Low-B Level Credit & Debt Ratings
ENRON CORP: Wants Court to Disallow Dawson & Great Lakes Claims
ENRON: Court Clears Termination Agreement for Various Financings

FEDERAL-MOGUL: Obtains Nod for Securities Class Action Settlement
FRIENDLY ICE CREAM: S&P Rates $175M Senior Unsecured Notes at B-
GLOBAL AXCESS: Barron Partners Reports 23.9% Equity Stake
GOLDMAN SACHS: S&P Affirms Class B Rating at B-
GRANDE COMMS: S&P Junks Rating on $125M Rule 144A Sr. Unsec. Debt

HOME PRODUCTS: Posts $11.3 Million Net Loss for FY 2003
HOST MARRIOTT: Reports Improved Fourth Quarter & FY 2003 Results
INFECTECH: Pa. Court Dismisses Involuntary Bankruptcy Petition
IPSCO INC: S&P Cuts Credit Rating to BB Citing Poor Profitability
IPSCO INC: Airs Comments on Standard & Poor's Rating Downgrades

JOHN V HAYS TRUST: Case Summary & 8 Largest Unsecured Creditors
JORDAN IND: Senior Debt Exchange Prompts S&P's SD Credit Rating
KAISER: Receives Go-Signal for Distressed Pension Plan Termination
KMART: Third Avenue Expresses Support of Co.'s Strategic Direction
MANDALAY RESORT: Q4 and Year-End Conference Call Set for March 4

MCMORAN EXPLORATION: Pioneer Global Reports 13.37% Equity Stake
MEDCOMSOFT INC: December 2003 Balance Sheet Upside-Down by $1.7MM
MESA AIR: Ed Wegel Comes Aboard as Senior VP -- Corporate Planning
METROPOLITAN MORTAGE: William Romney to Lead Restructuring Efforts
MGM MIRAGE: Fitch Affirms BB+ Rating on Senior Secured Notes

MIRANT: Deutsche Bank Resigns as Mirant Trust I Indenture Trustee
MTS INCORPORATED: Court Schedules Combined Hearing for March 15
NAT'L CENTURY: Boston Regional Wants Claims Estimated for Voting
NAVIGATOR: Vela Gas Investments Increases Asset Bid to $152.5MM
NET PERCEPTIONS: Files Proxy Statement Supplement with SEC

NEXEN INC: Files Annual Report with Securities Regulators
NUTRA PHARMA: Rogelio G. Castro Cuts Off Professional Ties
OAKWOOD: S&P Withdraws D Ratings after Approval of Disc. Statement
ONE PRICE: Seeks to Appoint BSI as Claims and Notice Agent
OWENS CORNING: Wants Approval for $71.5M Vitro Stock Purchase Pact

PACIFIC GAS: Obtains Go-Ahead for Presidio Settlement Agreement
PENTHOUSE INT: Completes $24 Million Financing with Laurus Funds
PG&E NATIONAL: TransCanada to Buy Gas Transmission for $1.7-Bil.
PLAINS RESOURCES: Favors Vulcan Deal to Pershing Group's Proposal
PORT TOWNSEND: S&P Assigns Stable Outlook to B-Rated Corp. Credit

QWEST: Secures California State Contract for Internet Services
SEL-LEB MKG: Ceases Operations as Lender Exercises Secured Rights
SHAW COMMS: Unit Inks Pact with Broadwing Comms to Expand Services
SITEL CORP: Ida Eggens Kruithof Reports 7.36% Equity Stake
SK GLOBAL: Will Pay Fee & Bonus to Essential Vista Employees

SLATER STEEL: Union Wants Quick Action on Delaware Street Purchase
SMITHFIELD FOODS: Reports Sharply Improved Third Quarter Earnings
SOLUTIA INC: Adipic Acid Price to Increase on April 1, 2004
SOLUTIA: Unsecured Panel Retains Akin Gump as Bankruptcy Counsel
SOUTHWALL TECH: Raises $4.5 Million in Convertible Debt Funding

SPIEGEL GROUP: Court Approves Fisher Road Sale Bidding Protocol
SR TELECOM: Underwriters Opt to Purchase $6-Mil. More Units
SWEET PUBLISHING: Case Summary & 18 Largest Unsecured Creditors
TANGER FACTORY: 2003 Net Income Per Share Increases by 8.3%
TARGET TWO: Case Summary & 11 Largest Unsecured Creditors

TIMKEN: Transfers Reno and Toronto Logistics Operations to CoLinx
TITAN CORP: Reports Record Fourth Quarter & Full Year 2003 Results
TRAVEL PLAZA: Employing Abramoff Neuberger as Special Counsel
TRUE TEMPER: S&P Rates Sr. Sec. Bank Loan & Sub. Notes at Low-Bs
UNIVERSAL HOSPITAL: December 2003 Equity Deficit Widens to $90MM

U.S. CAN: December 2003 Balance Sheet Insolvent by $346 Million
VENTAS INC: Agrees to Acquire 14 Brookdale Living Facilities
WESTERN GAS: S&P Affirms Low-B Ratings on Preferreds & Sr. Notes

                           *********

ABRAXAS PETROLEUM: Amends Terms of First Lien Credit Facility
-------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) executed an amendment to
its First Lien Credit Facility resulting in enlarging the
facility, reducing the current cost of the credit to the Company,
and improving certain covenants. Significant changes to the
facility include:

-- Increasing the size of the facility from $50 million to $65
   million,

-- Reduction of interest rate from a current floating 9% to a
   floating rate currently at approximately 7.5%,

-- Extending the maturity from January 2006 to February 2007,

-- $45 million of facility becomes a loan with no borrowing base
   component,

-- Improvement of certain financial covenant tests, and

-- The outstanding balance under the amended facility is
   approximately $51 million with another approximate $14 million
   of availability.

Abraxas President, Bob Watson, commented, "We believe that the
amendment of this facility demonstrates the value we have added
through our continuing development activities, as well as the
continuing strength of the commodity markets. This expanded
facility removes some restrictions that were impacting our ability
to manage our assets and provides us with additional liquidity
that we intend to utilize to enhance shareholder value. Cheaper
capital with an extended maturity and less exposure to the
cyclical nature of our business should allow us to continue the
process of improving our balance sheet and increasing value to our
shareholders."

Durham Capital Corporation acted as a financial advisor to the
Company related to this transaction.

Abraxas Petroleum Corporation -- whose September 30, 2003 balance
sheet shows a total stockholders' deficit of $72,464,000 -- is a
San Antonio-based crude oil and natural gas exploitation and
production company. The Company operates in Texas, Wyoming and
western Canada.


ADELPHIA COMMS: Files Proposed Chapter 11 Plan of Reorganization
----------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) and certain of
its subsidiaries filed their proposed joint plan of reorganization
and related draft disclosure statement with the U.S. Bankruptcy
Court for the Southern District of New York.

"Adelphia's proposed plan of reorganization is the product of
relentless effort and reflects the dedication of Adelphia's
management and bankruptcy teams, and our almost 15,000 employees
in 30 states and Puerto Rico who are helping to make Adelphia a
better company," said William Schleyer, chairman and CEO of
Adelphia. "In the past year Adelphia has made great strides in its
operations and performance -- and hard work has brought us to this
point. Now, we look forward to working with our stakeholders and
the court to make this plan a reality and move Adelphia out of
Chapter 11 and into a new era of growth and independence."

          Details of the Proposed Plan of Reorganization

The proposed plan is based on an estimated $17 billion valuation
of Adelphia excluding minority interests. Upon emergence from
Chapter 11, Adelphia estimates it will have approximately $8
billion in indebtedness and have access to an additional $750
million revolving credit facility. In addition, it is contemplated
that reorganized Adelphia will issue preferred securities and
publicly-traded common stock.

Within Adelphia's proposed Plan of Reorganization, there are
multiple classes of creditors and equity holders. Recoveries for
those classes will vary. A description of the classes and their
treatment is contained in the draft disclosure statement filed
with the bankruptcy court.

The proposed reorganization plan provides for the following
recoveries:

     -- Full payment in cash to the debtor-in-possession lenders.

     -- Full payment in cash to pre-petition bank lenders subject
           to pending litigation.

     -- Full payment in a new preferred security to certain
           Adelphia joint venture partners in exchange for their
           existing joint venture interests.

     -- Distributions of common stock and/or in certain cases
           interests in a litigation trust established under the
           proposed Plan of Reorganization to holders of unsecured
           claims against Adelphia and its subsidiaries. The
           percentage recovery to the classes will vary based on
           legal entity and legal entitlement as follows:

            -- Full payment in common stock of reorganized
               Adelphia to the holders of unsecured claims against
               Adelphia's subsidiaries.

            -- Partial payment in common stock of reorganized
               Adelphia to the holders of senior claims against
               the Adelphia parent company, who will also receive
               interests in the
               litigation trust.

     -- Interests in the litigation trust for holders of
           subordinated debt claims, Adelphia preferred stock,
           Adelphia common stock, and securities law claimants.

     -- No payments will be made with respect to claims and equity
           interests of the Rigas family.

     -- Creation of a "convenience class" for creditors with
           smaller claims who will receive payment in cash.

The litigation trust will have the right to pursue claims against
certain third parties to the extent those claims are not resolved
prior to emergence from bankruptcy or as part of the
reorganization plan, including claims against Deloitte & Touche,
the Rigas family and financial institutions involved in the co-
borrowing litigation. For any recoveries, each class with interest
in the litigation trust will receive an interest in order of their
respective priority positions established under the bankruptcy
code; junior classes will receive no recovery from the litigation
trust until classes senior to them are paid in full.

Please note that this press release is only a summary and is based
on Adelphia's current estimate of the amount of claims that will
be allowed by the bankruptcy court. Stakeholders of Adelphia are
urged to read the proposed plan of reorganization and the draft
disclosure statement as well as any amendments or supplements to
those documents for details on the planned distributions and other
items that will affect them. A copy of the company's proposed plan
of reorganization and the accompanying draft disclosure statement
is available on the Adelphia Web site at http://www.adelphia.com/  

                     Reorganization Process

On June 25, 2002, Adelphia and substantially all of its Debtor
subsidiaries filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code. Adelphia remains in possession of its
assets and properties and continues to operate its businesses and
manage its properties as a debtor- in-possession pursuant to
sections 1107(a) and 1108 of the Bankruptcy Code.

In the past year, Adelphia has maintained a continuity of service
and taken a number of actions intended to strengthen its business
operations and enhance its financial performance. "It would be an
understatement to say it's been a year of change at Adelphia,"
said Schleyer. "We moved the headquarters to Denver and built a
new, seasoned management team while creating an independent and
highly-respected Board of Directors with deep expertise in
corporate governance, finance and the cable industry. We've
repackaged our products, upgraded our network and launched new
advanced services while decentralizing our management, improving
customer service and repairing relations with local franchising
authorities, all while managing a complex bankruptcy. Looking
ahead, if this proposed plan is approved we intend to use our
strong balance sheet and core assets to grow an independent
Adelphia and fulfill our mission of becoming a broadband industry
leader."

Confirmation and ultimate consummation of the plan of
reorganization is subject to a number of conditions, which include
approval of the plan by various classes of holders of claims
against or equity interests in Adelphia and by the bankruptcy
court. To the extent necessary, Adelphia will seek to confirm its
plan over the objections of dissenting classes by invoking
provisions of the bankruptcy code that allow the court to impose a
settlement. Confirmation and ultimate consummation are also
contingent on the ability of Adelphia to secure exit financing.
Many of these conditions are outside of the control of Adelphia,
and there can be no assurance as to whether, or on what terms, the
plan will ultimately be consummated.

Bankruptcy law does not permit solicitation of acceptances of the
plan until the court approves a disclosure statement relating to
the proposed plan. Accordingly, this announcement is not intended
to be, nor should it be construed as, a solicitation for a vote on
the plan.

                      About Adelphia

Adelphia Communications Corporation is the fifth-largest cable
television company in the country. It serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over Adelphia's broadband networks.


AMERICAN ACHIEVEMENT: Commences Tender Offer for 11-5/8% Sr. Notes
------------------------------------------------------------------
American Achievement Corporation, one of the leading manufacturers
and suppliers of class rings, yearbooks, graduation products,
achievement publications and recognition and affinity jewelry in
the United States, has commenced a cash tender offer and consent
solicitation for any and all of its $177,000,000 aggregate
principal amount of 11-5/8% Senior Unsecured Notes due 2007
outstanding. In conjunction with the tender offer, consents are
being solicited to effect certain amendments to the indenture
governing the Notes.

The offer to purchase will expire at Midnight, New York City time,
on March 22, 2004, unless extended or terminated. The solicitation
of consents will expire at 5:00 p.m., New York City time, on March
8, 2004, unless extended or terminated. Holders tendering their
Notes will be required to consent to certain proposed amendments
to the indenture governing the Notes, which will eliminate
substantially all of the affirmative and restrictive covenants,
certain repurchase rights and certain events of default and
related provisions contained in the indenture. Holders may not
tender their Notes without delivering consents or deliver consents
without tendering their Notes.

If the offer to purchase is consummated, tendering holders who
validly tender and deliver consents by the Offer Expiration Date
will, upon the terms and subject to the conditions set forth in
the Offer to Purchase and Consent Solicitation Statement, receive
the offer consideration of $1,123.92 per $1,000 of the principal
amount of the Notes tendered, plus all accrued and unpaid interest
to, but not including, the date of payment for such Notes accepted
for purchase, which would be promptly following the Offer
Expiration Date.

If the requisite number of consents required to amend the
indenture is received and the offer to purchase is consummated,
the Company will also, upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, make a consent payment (the "Consent
Payment") of $10.00 per $1,000 principal amount of Notes to all
holders of Notes for which consents have been validly delivered
and not revoked on or prior to the Consent Expiration Date.
Holders who validly tender their Notes after the Consent
Expiration Date will receive only the Offer Consideration but not
the Consent Payment.

The Company intends to finance the tender offer and consent
solicitation with a portion of the proceeds of the consideration
from its merger with an affiliate of Fenway Partners Capital Fund
II, L.P. The completion of this merger is one of the conditions to
the Company's obligations to accept Notes for payment pursuant to
the tender offer and consent solicitation. The terms and
conditions of the tender offer and consent solicitation, including
the Company's obligation to accept the Notes tendered and pay the
purchase price and consent payments, are set forth in the
Company's Offer to Purchase and Consent Solicitation Statement,
dated February 24, 2004. The Company may amend, extend or, subject
to certain conditions, terminate the tender offer and consent
solicitations at any time.

The Company has engaged Deutsche Bank Securities Inc. and Goldman,
Sachs & Co. to act as the exclusive Dealer Managers and
Solicitation Agents in connection with the tender offer and
consent solicitation.

Questions regarding the tender offer and consent solicitation may
be directed to Deutsche Bank Securities Inc., High Yield Capital
Markets, Attention: Alice Jane Poor, at (800) 553-2826 and
Goldman, Sachs & Co., Credit Liability Management Group, at (800)
828-3182. Requests for documentation may be directed to MacKenzie
Partners, Inc., the information agent for the tender offer and
consent solicitation, at (800) 322-2885 (toll free).

In addition, if the merger is consummated, the Company intends to
redeem the 11% Senior Subordinated Notes due 2007 of the Company's
subsidiary Commemorative Brands, Inc.

                       *    *    *

As reported in the Troubled Company Reporter's December 8, 2003
edition, Standard & Poor's Ratings Services said that its ratings
on scholastic products manufacturer American Achievement Inc. and
its operating subsidiary Commemorative Brands Inc. remained on
CreditWatch with negative implications, where they were placed on
Oct. 3, 2003. This includes the two companies' 'B+' corporate
credit ratings.

Approximately $226.7 million of total debt was outstanding at
American Achievement as of Aug. 30, 2003.

"The CreditWatch placement followed the company's Oct. 3, 2003,
announcement that it had engaged investment banking advisors to
assist in the possible sale or recapitalization of the company,"
said credit analyst David Kang. Standard & Poor's continues to
believe that the company will likely remain highly leveraged and
that a potential sale or recapitalization transaction could result
in a weaker financial profile for the company.

Austin, Texas-based American Achievement is a leading supplier of
class rings, yearbooks, graduation products, and affinity
products.


AMERICAN INTERNATIONAL: Unable to Make Scheduled Debt Payment
-------------------------------------------------------------
American International Petroleum Corporation's (OTC: AIPN) 5-day
grace period has expired on the deadline for payment of its
approximately $6.8 million in aggregate interest and principal
which was due on its 5% convertible secured debenture on
February 18, 2004. As a result of this default, the holder of the
Debenture has the right to demand payment of all amounts
outstanding to them, take action to foreclose on its security and
to pursue additional recourse against the Company. The Debenture
is secured by the Company's Lake Charles Refinery in Lake Charles,
LA, owned by American International Refinery, Inc., a wholly owned
subsidiary of the Company.

The holder of the Debenture has advised the Company of its
intention to foreclose on the Refinery unless it receives
immediate payment of all amounts due under the Debenture or unless
the parties reach another mutually satisfactory agreement.

The Company is in discussions with the holder of the Debenture to
attempt to reach a mutually satisfactory agreement to avoid
foreclosure. The Company and AIRI are considering all viable
options, including a financial restructuring plan and the
possibility of seeking legal protection from its creditors.

American International Petroleum Corporation is a diversified
petroleum company, which through various subsidiaries, is involved
in oil and gas exploration and development in Kazakhstan, and owns
a 30,000-barrel per day refinery in Lake Charles, Louisiana.


AMERICAN ROCK SALT: S&P Assigns Low-B Level Corp. Credit Rating
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Mount Morris, New York-based American Rock Salt
Company LLC. At the same time, Standard & Poor's assigned its 'B+'
rating and its recovery rating of '1' to ARSC's proposed $62.1
million senior secured bank credit facility.

"The bank loan rating is rated one notch higher than 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," said Standard & Poor's credit analyst Paul Vastola.

Standard & Poor's also assigned its 'B-' rating and its recovery
rating of '3' to the company's $100 million senior secured notes
due 2014. The 'B-' rating is one notch below the corporate credit
rating; this and the '3' recovery rating indicate that the senior
secured notes lenders are likely to receive meaningful (50% to
80%) recovery of principal in the event of default. The outlook is
stable. Proceeds of the notes and bank borrowings will be used to
repay existing indebtedness, collateralize a lien associated with
a lawsuit from its general contractor, and fund a cash
distribution to its equity owners. The company will have about
$170 million in total debt (adjusted for operating leases)
following the completion of its refinancing.

The ratings on ARSC reflect the company's limited operating
history and operating diversity, as it is reliant on a recently
developed single site mine to produce its primary product
-- highway de-icing salt -- heightening its risk to operating
disruptions. The ratings also reflect its aggressive financial
profile, seasonal demand resulting in volatile operating
performance and limited financial flexibility. These factors
significantly overshadow the company's leading position within its
geographic markets, high margins and the recession resistant
characteristics of highway deicing salt.

Sales of highway de-icing salt in North America continue to
benefit from expansion of roadways and its much lower cost and
good performance compared to alternative materials. In addition,
the product, purchased mostly by municipalities for ice control on
public roadways, is considered non-discretionary because of the
overriding concern for public safety. The industry is
concentrated, has high barriers to entry, and competition is
geographically defined because of high transportation costs.
Moreover, with few competitors in the market, participants tend to
exhibit rational production and pricing discipline.


AURORA: Gets Approval to Honor Prepetition Customer Obligations
---------------------------------------------------------------
Before the Petition Date, the Aurora Foods Debtors offered
incentives and promotional programs designed to ensure customer
satisfaction.  The customer programs consist principally of trade
promotions and, to a lesser extent, consumer-based marketing
efforts like coupons.  

Accordingly, the Court authorized, but not directed, the Debtors
to honor customer obligations in the same manner as these
obligations were honored and the customer programs were
implemented before the Petition Date.  Judge Walrath authorizes
the Debtors to pay $2,500,000 in trade promotions, $22,000,000 on
account of deductions, $3,000,000 on account of coupons, and
$1,000 on account of consumer refunds.  Judge Walrath specifically
permits the Debtors to reconcile, settle or compromise any
accounts receivable, in the ordinary course of business and in
accordance with prepetition practices for a maximum of $100,000
without further notice, hearing or order.

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Judge Walrath confirmed the
Debtors' pre-packaged plan on Feb. 17, 2004.  Sally McDonald
Henry, Esq., and J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP provide Aurora with legal counsel, and David Y.
Ying at Miller Buckfire Lewis Ying & Co., LLP provides financial
advisory services. (Aurora Foods Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


AVADO BRANDS: Brings-in Skadden Arps as Bankruptcy Attorneys
------------------------------------------------------------
Avado Brands, Inc., and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, to retain Skadden, Arps, Slate, Meagher & Flom
LLP as their bankruptcy attorneys.

Since March 2001, Skadden Arps has performed legal work for the
Debtors in connection with certain corporate, restructuring and
related matters.  Additionally, before the Petition Date, the
Debtors sought the services of Skadden Arps with respect to, among
other things, advice regarding restructuring matters in general
and preparation for the potential commencement and prosecution of
the company's chapter 11 cases.

The Debtors point out that the continued representation by their
restructuring and bankruptcy counsel, Skadden Arps, is critical to
the success of the reorganization.  

As Counsel, Skadden Arps will:

   a) represent the Debtors as special counsel in the Debtors'
      efforts to work out its present financial circumstances,
      which may include restructuring its financial affairs and
      capital structure, in addition to ongoing and future
      representation of the Debtors on matters for which Skadden
      Arps is or in the future may be engaged by the Debtors not
      related to the Debtors' efforts to work out its present
      financial circumstances;

   b) give advice as to corporate transactions and corporate
      governance, negotiations, out-of-court agreements with
      creditors, equity holders, prospective acquirers and
      investors, review of documents, preparation of agreements,
      review and preparation of pleadings, court appearances and
      such other actions as are deemed necessary and desirable;

   c) provide advice to, and representation of the Debtors, as
      debtors and debtors-in-possession;

   d) prepare for the filing of chapter 11 petitions,
      including review of documents and preparation of the
      petitions with supporting schedules and statements;

   e) advise and consult on the conduct of the chapter 11
      cases, including all of the legal and administrative
      requirements of operating in chapter 11, preparation of
      such administrative and procedural applications and
      motions as may be required for the sound conduct of the
      cases, prosecution and defense of litigation that may
      arise during the course of the chapter 11 cases,
      consult and participate in the formulation,
      negotiation, preparation and filing of a plan or plans of
      reorganization and disclosure statement(s) to accompany
      the plans, review and object to claims and analyze,
      recommend, prepare and bring causes of action created
      under the Bankruptcy Code; and

   f) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors in connection    
      with the chapter 11 cases.

George N. Panagakis, Esq., reports that Skadden Arps will bill the
Debtors in its current hourly rates of:

         Professional                  Billing Rate
         ------------                  ------------
         partners                      $495 to $725 per hour
         counsel and special counsel   $485 per hour
         associates                    $240 to $475 per hour
         legal assistants and
            support staff              $80 to $195 per hour

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


AVAYA INC: Appoints Matthew Booher as VP -- Investor Relations
--------------------------------------------------------------    
Avaya Inc., (NYSE: AV) a leading global provider of communications
networks and services for businesses, said Mathew Booher has
joined the company as vice president, investor relations.  Booher
will report to Garry McGuire, CFO and senior vice president,
corporate development.

Booher will be responsible for leading Avaya's investor relations
organization.

"Matt Booher comes to Avaya with a strong background directing
finance and investor relations organizations for technology
companies, said Garry McGuire, CFO and senior vice president,
corporate development, Avaya.  "We expect this experience will
strengthen Avaya's relationship with the investment community as
we continue to discuss the operational benefits and business value
our customers gain through our IP telephony software, systems and
services."

Booher most recently was senior vice president, finance and
division CFO for Broadwing, Inc. and was also the company's vice
president of investor relations.  He has held key financial
leadership positions with Spherion Corporation and MCI
Communications.

Booher has an MBA in Finance from Michigan State University and a
B.S. in Business Administration, Economics and Finance from
Southern Illinois University.
    
Avaya Inc. (S&P, B+ Corporate Credit Rating) designs, builds and
manages communications networks for more than 1 million businesses
worldwide, including 90 percent of the FORTUNE 500(R).  Focused on
businesses large to small, Avaya is a world leader in secure and
reliable Internet Protocol (IP) telephony systems and
communications software applications and services. For more
information visit the Avaya Web site: http://www.avaya.com/


BANC OF AMERICA: S&P Assigns Prelim. Ratings to Ser. 2004-1 Notes
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Inc.'s $1.3 billion
commercial mortgage pass-through certificates series 2004-1.

The preliminary ratings are based on information as of
Feb. 24, 2004. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the economics of the
underlying mortgage loans, and the geographic and property-type
diversity of the loans. Classes A-1, A-2, A-3, A-4, XP, B, C, D,
and E will be offered publicly. The remaining classes will be
offered privately. Standard & Poor's analysis determined that, on
a weighted average basis, the pool has a debt service coverage of
1.69x, a beginning loan-to-value of 91.4%, and an ending LTV of
79.8%.

                PRELIMINARY RATINGS ASSIGNED
           Banc of America Commercial Mortgage Inc.
        Commercial mortgage pass-through certs series 2004-1

        Class               Rating               Amount ($)
        -----               ------               ----------
        A-1                 AAA                  84,601,018
        A-2                 AAA                 128,044,055
        A-3                 AAA                 100,065,758
        A-4                 AAA                 521,853,980
        XP*                 AAA                         TBD
        A-1A                AAA                 296,858,979
        B                   AA                   31,520,604
        C                   AA-                  13,271,833
        D                   A                    29,861,625
        E                   A-                   13,271,833
        F                   BBB+                 18,248,771
        G                   BBB                  11,612,854
        H                   BBB-                 19,907,750
        J                   BB+                   6,635,917
        K                   BB                    6,635,917
        L                   BB-                   8,294,896
        M                   B+                    8,294,896
        N                   B                     3,317,958
        O                   B-                    3,317,958
        P                   N.R.                 21,566,730
        XC*                 AAA               1,327,183,332
   
                * Interest-only class.
                TBD  --  To be determined.
                N.R. --  Not rated.


BANKUNITED: Convertible Senior Debt Issue Gets Fitch's BB+ Rating
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to BankUnited Financial
Corporation's (BKUNA'S) $100 million of senior unsecured
convertible notes due 2034. The notes are priced at 3.125% and
will be convertible to BKUNA's common stock at an initial
conversion rate of 26.2771 shares per $1,000 principal amount of
the notes (equal to an initial conversion price of approximately
$38.06 per share, representing a conversion premium of 42%).
Ratings are based on BKUNA's improving financial performance,
transition of its business model, and enhancement of its balance
sheet structure. The company continues to generate positive
earnings momentum while transitioning its business mix from its
wholesale thrift roots to a commercial bank-like organization. The
company has also taken positive steps in restructuring its balance
sheet, reducing leverage and building the common stock component
of its capital base. At the same time, while BKUNA has made
meaningful progress in improving its diversity, revenues are still
reliant on spread income from residential mortgage origination.

        BankUnited Financial Corporation

          -- Long-term Senior Convertible Notes 'BB+';

Fitch says its Rating Outlook is Stable.


BETHLEHEM STEEL: Wants Court to Act on 64 Various Claims
--------------------------------------------------------
Bethlehem Steel Corporation and its debtor-affiliates object to 64
claims filed in their Chapter 11 cases.

              Claims Inconsistent with the Debtors'
                       Books and Records

The Debtors ask the Court to reduce or disallow, as applicable,
58 Claims for these reasons:

   -- The amounts of some of the Asserted Claims are greater than
      the corresponding liability in their Books and Records;  

   -- A portion of the Asserted Claims have already been paid,
      resolved, or reduced per an agreement with the claimant;  

   -- The Debtors have no liability with respect to some of
      the Asserted Claims and the claims do not contain
      sufficient information or documentation to support
      the asserted liability.  

Ten of the Claims to be reduced are:

Claimant               Claim No.   Claim Amount   Reduced Amount
--------               ---------   ------------   --------------
Chemalloy Co. Inc.        308000      $189,812       $77,044
Houghton Int'l, Inc.      295600       201,211       148,711
Koontz-Wagner Electric    260400       185,070       435,263
Reference Metals Co.   288038420       618,320       601,832
Rossborough-Remacor      2377900       569,902       538,753
Rowell Chemical Corp.     126500       156,449       114,760
State of Michigan          20500       882,576       561,640
Superior Natural Gas      537700     1,312,299       712,299
U.S. Bank Nat'l Assoc.    415300   242,671,875   228,439,557
United Rentals, Inc.      519400       365,794       296,108

Ten of the claims to be disallowed are:

Claimant               Claim No.   Claim Amount
--------               ---------   ------------
Elkem Metals, Inc.        240000      $127,846
Praxair Inc.              492900     3,212,111
Shiloh Industries      288027980        59,024
Software Spectrum      288042360        37,134
SSM Coal LLC              514300     4,105,073
State of Georgia          623600       242,479
The Maryland Slag Co.     527300        19,033
Timah Indometal        288022250       312,126
Transport Int'l Pool        5100        13,268
UGI Utilities Inc.        159800       117,357

                    Claims To Be Reclassified

Based on the Debtors' books and records, George A. Davis, Esq.,
at Weil, Gotshal & Manges, LLP, in New York, relates that five
claims are misclassified as secured, administrative or priority
claims.  There is no statutory or other basis upon which an
administrative or priority claim may be asserted as to the
claims.  Furthermore, Mr. Davis asserts that the Debtors did not
grant a collateral security interest to these claimants.  In the
event any of the five claims is not disallowed and expunged on
the basis that the claim is inconsistent with the Debtors' books
and records, the Debtors ask the Court to reclassify these Claims
as general unsecured claims:

Claimant               Claim No.   Claim Amount
--------               ---------   ------------
Beatty Machine & Mfg      234900       $72,835
Jacobs Constructors       700800       586,405
John M. Tishock           521200       326,567
Minteq Int'l, Inc.         46900     1,123,345
Prof. Consulting Serv.    635600         4,300

                        Duplicative Claims

To avoid a double recovery, the Debtors ask the Court to expunge
and disallow Motion Industries Inc.'s Claim No. 546300 for
$428,302, because it is duplicative of Claim No. 30200.

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)


BURLINGTON: BII Trust Wants Court to Expunge 7 Late-Filed Claims
----------------------------------------------------------------
The BII Distribution Trust identified seven Late-Filed Claims:

Claimant                          Claim No.       Claim Amount
--------                          ---------       ------------
Futterman, Joel B.                  1509          Unliquidated
Ganley, John P.                     1509          Unliquidated
Ganley, John P.                     1568              $814,878
Gun, James Maccolon                 1510          Unliquidated
Progress Energy Carolinas, Inc.     1552               375,915
Staubli Corporation                  191               223,607
Wicker, Robert A.                   1514          Unliquidated

Section 502(b)(9) of the Bankruptcy Code provides that a proof of
claim will not be allowed if the "proof of claim is not timely
filed. . . ."  

Thus, the BII Trust asks the Court to disallow and expunge the
seven Late-Filed Claims in their entirety.

The BII Trust also discovered 71 Duplicate or Amended Claims
filed against the Debtors' cases.  Among them are:

                                       Remaining
Claimant                  Claim No.      Claim         Amount
--------                  ---------    ---------       ------
HSBC (Frontier Spinning)  900110702       1107        $220,048
HSBC (Unifi, Inc.)        900110703       1107         225,907
Kosa, Inc.                     1572       1077         288,786
Kosa, Inc.                900107701       1077         288,786
Staple Cotton Cooperative      1569       1228         473,321
Staple Cotton Cooperative 900122801       1228         503,974
Unifi, Inc.                    1573       1085         305,753
Unifi, Inc.               900108501       1085         305,753

Etta R. Wolfe, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, explains that the Claimants filed one or more Claims
against the same Debtor's Estate, which are either identical to a
previously filed Claim or are amended by a subsequently filed
Claim.  As a result, the Duplicate or Amended Claimants currently
assert multiple claims in the Debtors' cases on account of the
same alleged liabilities.

Because the Duplicate Claimants are only entitled to a single
claim with respect to the asserted liabilities, Ms. Wolfe states,
the Duplicate Claims or the Amended Claims greatly overstate the
Debtors' potential obligations to the Duplicate or Amended
Claimants.

Thus, the BII Trust asks Judge Rosenthal to disallow the
Duplicate or Amended Claims and, thereby, limit each Duplicate
and Amended Claimant to a single claim against the applicable
Estate. (Burlington Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


CABLETEL: Lender Agrees to Forbear as Company Evaluates Asset Bids
------------------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), the leading
distributor of broadband equipment to the Canadian television and
telecommunications industries, announced that it had received a
number of proposals in response to its previously announced
solicitation of bids for the possible sale of the Company and/or
any of its subsidiary companies, Allied Wire and Cable Ltd.,
Stirling Connectors USA and Stirling Connectors Israel, or
operating segments. The Company and its advisors are currently in
the process of evaluating the bids and expect to determine which
proposals, if any, to accept. In connection with the solicitation
of bids, the Company has not committed to sell itself or any of
its assets and reserves the right, in its sole discretion, to
reject or modify the terms of any or all submitted.

The Company also announced that it has received confirmation from
its senior secured lender, LaSalle Business Credit, a division of
ABN AMRO Canada N.V., Canadian Branch, that the lender will
continue to forebear from taking any immediate action against the
Company under the rights and remedies afforded to it in the credit
agreement and related documents, on a day-to-day basis while the
Company evaluates and determines what action to take with respect
to bids received for the Company and certain of its assets. The
lender had previously agreed not to take any immediate action as a
result of certain defaults under the Company's credit agreement
with the lender until at least February 20, 2004. The continuing
forebearance is subject to the satisfaction by the Company of
certain conditions, which the Company believes it has satisfied.
No assurance can be given that lender will continue to forebear
from taking any action in the future.

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

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


CALPINE CORP: Cancels $2.3BB Offerings to Refinance Unit's Debt
---------------------------------------------------------------    
Calpine Corporation's (NYSE: CPN) wholly owned subsidiary Calpine
Generating Company, LLC, formerly Calpine Construction Finance
Company II, LLC, has canceled its offerings of approximately $2.3
billion of secured term loans and secured notes due to current
market conditions.

As previously announced, the offerings were intended to refinance
the existing CCFC II indebtedness that matures in November 2004.
The company is evaluating different financing alternatives and
remains confident that it will be able to refinance this
indebtedness prior to its maturity.

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook) is a leading North American power company dedicated to
providing electric power to wholesale and industrial customers
from clean, efficient, natural gas-fired and geothermal power
facilities. The company was founded in 1984 and is publicly traded
on the New York Stock Exchange under the symbol CPN. For more
information about Calpine, visit http://www.calpine.com/


CASCADES: S&P Affirms BB+ Credit Rating & Revises Outlook to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
diversified paper and packaging producer Cascades Inc. to negative
from stable. At the same time, the 'BB+' long-term corporate
credit rating and 'BBB-' senior secured bank loan rating were
affirmed.

"The outlook revision stems from concerns that Cascades is
unlikely to improve its credit profile in the near term and
remains vulnerable to further weakening if challenging conditions
persist," said Standard & Poor's credit analyst Clement Ma.

Although many segments of the paper industry are expected to
benefit from a demand recovery beginning sometime in 2004, folding
carton and tissue markets could remain challenging and
oversupplied in the near term, despite pending price increases.
Furthermore, although the company benefits from various hedging
activities, it will still be partially exposed to expected fiber
price increases, sustained high energy costs, and potential
further strengthening of the Canadian dollar.

Kingsey Falls, Quebec-based Cascades historically has pursued an
aggressive acquisition strategy to meet internal targets of 15%
annual revenue growth -- although this strategy has presently been
shelved in light of the current challenging conditions facing the
company. Acquisitions usually have been heavily debt financed,
resulting in a total debt to EBITDA ratio that has averaged about
3.8x in the past 10 years. Although the company has been able to
maintain relatively stable profitability and cash flow generation,
largely due to its stabilizing product mix, credit statistics
could erode quickly if challenging conditions affect all business
lines. Through 2003, Cascade's credit measures have progressively
deteriorated, as the company experienced demand and pricing
pressure across all its primary product lines, higher natural gas
and fiber costs, and the impact of a significantly strengthened
Canadian dollar. EBITDA interest coverage was 2.8x and funds from
operations to total debt was 15% for the four quarters ended Dec.
31, 2003, which is weak for the ratings.

Cascades' diverse revenue base historically has mitigated the
cyclical volatility in earnings experienced by many of its peers.
The company operates in several markets, including boxboard,
containerboard and corrugated products, specialty packaging
products, fine papers, and tissue. Cascades continues to expand
its business in packaging and tissue, with substantial capital
expansion and acquisitions completed, the most recent being the
opening of a new tissue converting plant in Kingman, Arizona.     
Cascade's good product diversity, and geographic diversity that
comes from its European boxboard position, have not insulated the
company from the current market downturn. Containerboard prices
faced increasing price pressure through 2003, and would have
declined further without the industry consolidation and discipline
that had taken place. European boxboard markets endured weak
demand, which was reflected in downtime of 13% of total quarterly
capacity in the fourth quarter of 2004. Furthermore, tissue
operations, which historically had generated high margins and
stable performance regardless of the economic cycle, experienced
very competitive conditions through the year.


CHESAPEAKE CORPORATION: Board Nominates Jeremy Fowden as Director
-----------------------------------------------------------------
Chesapeake Corporation's (NYSE: CSK) Board of Directors has
nominated Jeremy S.G. Fowden, Executive Board Member and Zone
President Europe of Interbrew, SA, for election by the
corporation's stockholders as a director of Chesapeake at the
annual stockholder meeting April 28, 2004.  Interbrew is a
Belgian-based international manufacturer, producer and brand owner
of beers and lagers.
    
Dr. Frank S. Royal, the chairman of the corporation's Corporate
Governance and Nominating Committee, said, "Our committee was
pleased to recommend the nomination of Jerry Fowden.  With most of
our business in Europe, his marketing experience in Europe with
branded products will be a valuable addition to our board."

Prior to joining Interbrew in 2001, Mr. Fowden was an executive
and main board director of Rank Group, PLC, a British leisure and
gaming company.  He is a British citizen and currently lives in
Belgium.  Mr. Fowden is a member of the Chartered Institute of
Marketing and a Freeman of the City of London.

Chesapeake's Board of Directors accepted with regret the
resignation of James E. Rogers as a director of the corporation.  
Mr. Rogers joined Chesapeake's board in 1999.  He resigned to
avoid potential issues related to increasing business competition
between Chesapeake and other companies on whose boards he serves.

Thomas H. Johnson, Chesapeake's chairman, president & chief
executive officer, said, "We are sorry to lose Jim Rogers as a
director of Chesapeake. His extensive background in the packaging
industry has been helpful to us in our transition into specialty
packaging businesses."

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.  The company's website
address is http://www.cskcorp.com/

                       *    *    *

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, Virginia-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.


CHEVYS, INC: Turns to Atlas Partners for Real Estate Advice
-----------------------------------------------------------
Mexican restaurant operator Chevy's, Inc., asks the U.S.
Bankruptcy Court for the Northern District of California for
permission to employ Atlas Partners, LLC, as its real estate
advisor and broker as the company sorts though which restaurant
leases it will assume, assume and assign, or reject.    

Specifically, Atlas Partners will:

    (a) Review the leases and related documentation for the
        Retained Locations, as well as any relevant correspondence
        to determine any lease provisions that might impact,
        either favorably or unfavorably, on the Debtors' ability
        to achieve rental reductions;

    (b) Review real estate market conditions in the trade area for
        each of the Retained Locations;

    (c) Negotiate with the various landlords of the Retained
        Locations to achieve the maximum rental reduction or
        deferral. Atlas will need to review the list of all of the
        landlords with the Debtors in order to understand the
        relationships, if any, between landlords of Retained
        Locations and Remaining Locations and the relationships
        with the Debtors. Atlas also need to arrive at minimum
        rental reductions for each Retained Location, absent which
        the specific Retained Location lease will be rejected; and

    (d) If requested by the Company, undertake to sublease or sell
        any of the Retained Locations or Remaining Locations.

The Debtors have agreed to compensate Atlas for its real estate
advisory and brokerage services pursuant to the terms of a
Retention Letter.  As more fully described in that Retention
Letter, the Debtors agree to pay Atlas these fees:

    (1) lease review/set-up for Retained Locations: $400 per
        location;

    (2) mitigation (rent reduction and/or deferral): base fee
        $1,000 per location;

    (3) success fee: 4% of the rent reduction or deferral due over
        the remaining term of the lease, including extension
        periods, or the base fee, which ever is greater;

    (4) for "no relief" locations, Atlas will only be entitled to
        the base fee;

    (5) subleasing or sale of leases, if requested: 6% of the
        total consideration to be paid by the replacement tenant,
        or 10% of any key money consideration; and

    (6) if testimony or court appearances are required, Atlas will
        be entitled to its usual and customary time billing fees
        for such work. The hourly rates, subject to adjustment as
        Atlas adjusts its rates to its clients generally, for the
        personnel expected to work on this assignment are:
        President $450 and Managing Director $400.

Biff Ruttenberg in Chicago leads the engagement.  Atlas is a
third-party real estate strategic advisory services firm offering
a focused single-source for property evaluation, strategic
planning, implementation or disposition and capital structure.  
The professionals that will be working on this assignment have
years of participation in the commercial real estate development,
investment and disposition business, which provides a strong
background to effectuate the desired results.  Other relevant
assignments have included Carlos Murphy's, Garcia's of Scottsdale,
Chart House and Country Harvest Buffet.

With more than 170 restaurants in 20 states operating under the
Chevys Fresh Mex and Rio Bravo names, Chevys, Inc., and its
debtor-affiliates filed for chapter 11 protection on Oct. 10, 2003
(Bankr. N.D. Calif. Case No. Case No. 03-45879 RN11).  Michael I.
Gottfried, Esq., at McDermott, Will and Emery represents the
company in its restructuring.


COVANTA LAKE II: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Covanta Lake II, Inc.
        40 Lane Road
        Fairfield, New Jersey 07004

Bankruptcy Case No.: 04-11165

Type of Business: The Debtor an indirect subsidiary of Covanta
                  Energy Corporation. The Company owned and
                  operated a waste-to-energy facility in Lake
                  County, Florida.

Chapter 11 Petition Date: February 24, 2004

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtor's Counsel: James L. Bromley, Esq.
                  Cleary, Gottlieb, Steen & Hamilton
                  One Liberty Plaza
                  New York, NY 10006
                  Tel: 212-225-2264
                  Fax: 212-225-3999

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lake County                   Contract dispute           Unknown
c/o Sidley Austin Brown &
Wood LLP
787 Seventh Avenue
New York, NY 10019
Attn: Thomas E. Pitts, Jr.

F. Brown Gregg                Contract dispute           Unknown
c/o McLin Burnsed Morisson
Attn: Phillip S. Smith
P.O. Box 491357
Leesburg, FL 34749-1357

Bob McKee                     Taxes                   $1,112,444
Lake County Tax Collector
P.O. Box 327
Tavares, FL 32778-0327
Attn: Bill Nerom Bob McKee

Schader, Harrison, Segal &    Trade Payables             $93,212
Lewis, LLP

Fisher, Rushmer, Werrenrath,  Trade Payables              $7,645
Dickson, Talley & Dunlap,
P.A.

Cintas Corporation            Trade Payables              $5,710

Northern Safety Co., Inc.     Trade Payables              $5,708

Strongco Engineered Systems   Trade Payables              $5,159
Inc.

Rexel Consolidated            Trade Payables              $5,066

Barnes Distribution           Trade Payables              $5,006

Hughes Supply, Inc.           Trade Payables              $4,983

Metro Steel and Pipe Supply   Trade Payables              $4,966

Envirogenics                  Trade Payables              $4,893

Amalgamated Financial Group   Trade Payables              $4,625

Allen-Sherman-Hoff            Trade Payables              $4,569

C & W Logistics, Inc.         Trade Payables              $4,590

Allied Universal Corp.        Trade Payables              $4,304

Kvaerner Pulping, Inc.        Trade Payables              $3,876

Skinner Engine Company, Inc.  Trade Payables              $3,833

Cast Steel Products Inc.      Trade Payables              $3,763

Garry Hancock Irrigation &    Trade Payables              $3,700
Landscape Inc.

Ring Rent Equipment Rental    Trade Payables              $3,600

Gulf-Atlantic Industrial      Trade Payables              $3,473
Equip

Mine & Mill Supply Co.        Trade Payables              $3,461

The Other Daughter            Trade Payables              $3,420

Diversified Lifting System,   Trade Payables              $3,318
Inc.

Specialty Products &          Trade Payables              $3,316
Insulation Co.

Chemstation                   Trade Payables              $3,187

McMaster-Carr Supply Co.      Trade Payables              $2,922

L.B. Smith Inc.               Trade Payables              $2,738


DALEEN TECHNOLOGIES: Reports Slight Revenue Increase in Q4 2003
---------------------------------------------------------------
Daleen Technologies, Inc. (OTCBB:DALN), a global provider of
licensed and outsourced billing and customer management,
operational support systems (OSS) and revenue assurance solutions
for traditional and next generation service providers, reported
revenues of $5 million for the fourth quarter of 2003, a slight
increase over its third quarter revenues of $4.9 million. Revenue
for the year ended December 31, 2003 was $18.2 million compared to
$6.6 million for the year ended December 31, 2002, which included
only ten days of activity following the acquisition of the assets
and certain liabilities of Abiliti Solutions, Inc. on December 20,
2002. Net loss for the fourth quarter of 2003 was $409,000, or
$.01 per share, consistent with a $.01 per share loss in the third
quarter. Net loss per share for the year ended December 31, 2003
was $.08 per share.

"Our cumulative results for 2003 reflect the company's persistence
in growing the business without adding significantly to our cost
structure," said Gordon Quick, president and CEO of Daleen. "In
addition to a number of sizable projects underway with current
clients, we are seeing an increase in potential new business in
our pipeline, although decision cycles remain protracted."


    Fourth Quarter Highlights

    --  Revenues increased for the fifth consecutive quarter,
        primarily as a result of work related to the company's
        ongoing RevChain implementation at Empresa de
        Telecomunicaciones de Bogota (ETB) in Bogota, Colombia.
        Daleen successfully completed a preliminary integration
        test of RevChain 6.1 with ETB's order management and
        legacy billing systems in the fourth quarter. New revenues
        were offset by a decrease in revenues derived from the
        company's outsourcing contract with Allegiance Telecom
        Company Worldwide. Allegiance revenues, which are directly
        tied to the volume of records processed, declined by an
        average of 8% per month in the fourth quarter.

        Daleen continues to be engaged in active professional
        services work for a large percentage of its current
        customers. These projects include migration services,
        product-related custom software development and consulting
        services. Pac-West Telecomm completed a seven-month
        project that included the migration from BillPlex 2.1.8 to
        RevChain 6.0.1 and the implementation of Daleen's Asuriti
        event management and revenue assurance software. Pac-West
        took advantage of RevChain's open platform and modular
        architecture to carry out the migration on their own, with
        minimal external support.

    --  Total expenses were $5.4 million for the fourth quarter,
        compared to $5.3 million in the third quarter.
        Approximately $400,000 of expenses in each of these
        quarters was directly related to subcontracting and other
        costs associated with the ETB project. These relatively
        flat expense levels indicate that the company is
        continuing to maintain tight control on its expenses.

    --  The company's total cash and cash equivalents used in the
        quarter were $1.1 million, compared to $530,000 in the
        third quarter. The increase in cash usage was mainly due
        to the company's bi-weekly payroll policy, which produced
        an extra payroll in the fourth quarter of 2003. The
        company changed to a semi-monthly pay cycle beginning in
        December 2003 to help normalize cash disbursements on a
        quarterly basis.

                         *   *   *

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

                           Liquidity

"The Company had an accumulated deficit of $214.1 million at
September 30, 2003 and although the Company continued to
experience operating losses of $3.2 million for the nine months
ended September 30, 2003, losses decreased $3.6 million from the
nine months ended September 30, 2002 and losses decreased $1.0
million in the third quarter of 2003 from the losses incurred in
each of the first and second quarters of 2003. Cash used in
operations was $2.1 million during the nine months ended September
30, 2003 compared to cash used in operations of $7.0 million
during the nine months ended September 30, 2002. Cash and cash
equivalents at September 30, 2003 were $4.2 million.

"The Company believes the cash and cash equivalents at September
30, 2003 may be sufficient to fund operations for the foreseeable
future based upon improvements in the Company's overall cost
structure resulting from the Company's cost reduction activities,
ongoing efforts aimed at controlling costs, and anticipated future
revenues including a continued significant customer relationship
with Allegiance Telecom, Inc., the Company's largest customer in
2003.

"The Company provides outsourcing services to Allegiance pursuant
to an agreement expiring on December 31, 2003. The current
agreement provides for an automatic twelve month renewal period
under the same terms and conditions absent the furnishing of a
notice of non-renewal by either party to the other. In October
2003, the Company notified Allegiance of the Company's election
not to renew the agreement under the current contractual terms.
The Company is attempting to negotiate the terms of a new contract
with Allegiance. Since May 2003, Allegiance has been operating
under Chapter 11 of the U.S. Bankruptcy Code. As a critical
vendor, the Company has continued to provide services pursuant to
the existing contract. If a new contract between the parties
cannot be reached or if Allegiance and the Company cease doing
business for any reason, the Company may be required to reduce
operations and/or seek additional public or private equity
financing or financing from other sources or consider other
strategic alternatives, including a possible merger, sale of
assets, or other business combination or restructuring
transactions. There can be no assurances that additional financing
or strategic alternatives will be obtainable on terms acceptable
to the Company or that any additional financing would not be
substantially dilutive to existing stockholders. If Allegiance and
the Company cease to do business for any reason and the Company
fails to obtain additional financing or fails to engage in one or
more strategic alternatives it may have a material adverse effect
on the Company's ability to continue to operate as a going
concern."


DII INDUSTRIES: Signs-Up Houlihan Lokey as Financial Advisor
------------------------------------------------------------
Michael G. Zanic, Esq., at Kirkpatrick & Lockhart LLP, in
Pittsburgh, Pennsylvania, informs the Court that DII Industries
and its Kellogg, Brown & Root affiliates require the services of
experienced financial advisors to assist and advise them in their
Chapter 11 cases.

Thus, the Debtors seek the Court's authority to employ Houlihan
Lokey Howard & Zukin Financial Advisors, Inc. as their financial
advisors in connection with their Chapter 11 cases consistent
with the terms and conditions of a Retention Agreement, nunc pro
tunc to the Petition Date.

Mr. Zanic notes that Houlihan Lokey has considerable knowledge
concerning the Debtors and their business affairs, and is
therefore well equipped to provide the proposed and anticipated
services.  Such knowledge will be valuable to the Debtors in
their efforts to confirm their Plan and ultimately to
successfully reorganize their businesses.

Houlihan Lokey is a nationally recognized investment banking and
financial advisory firm with nine offices worldwide and with more
than 300 professionals.  Houlihan Lokey is widely recognized for
its expertise in providing valuation, financial opinions and
other financial advisory services to large and complex business
entities operating in the engineering and construction business.

In addition, on June 13, 2003, Houlihan Lokey was retained by
Halliburton Company to assist the Debtors' management with their
preparation of a liquidation analysis for use in connection with
the confirmation of the Plan and generally in their Chapter 11
Cases.  Since the Petition Date, all of Houlihan Lokey's services
in connection with the preparation of a liquidation analysis are
for the Debtors' benefit.  Houlihan Lokey has received full
payment from Halliburton for all prepetition fees and expenses in
connection with the firm's services.  Houlihan Lokey is not a
prepetition creditor of the Debtors.

Pursuant to the Retention Agreement, Houlihan Lokey will render
these services to the Debtors throughout the course of their
Chapter 11 cases:

   (a) preparation of a liquidation analysis to be used by the
       Debtors in connection with the confirmation of their Plan
       and generally in their Reorganization Cases;

   (b) attending, participating and rendering expert testimony as
       required by the Debtors before the Court and, possibly, at
       depositions taken during the Reorganization Cases,
       consistent with the scope of professional services set
       forth in the Retention Agreement;

   (c) rendering other services indirectly relating to the
       subject matter of the Retention Agreement, including the
       production of documents and responding to interrogatories;
       and

   (d) such other advisory services as may be requested by the
       Debtors from time to time.

Houlihan Lokey will be compensated for its services on an hourly
basis.

        Senior Managing Director              $700
        Managing Director                      650
        Director                               500
        Senior Vice President                  450
        Vice President                         400
        Associate                              300
        Financial Analyst                      250

Houlihan Lokey will also bill the Debtors for reimbursement of
all reasonable and necessary out-of-pocket expenses incurred in
connection with its employment, including the reasonable legal
fees and expenses of its counsel.

Scott M. Kolbrenner, Vice President of Houlihan Lokey, assures
the Court that neither the firm nor any of its shareholders has
any connection with the Debtors, any creditors of the Debtors'
Estates, or any party-in-interest.

Mr. Kolbrenner further discloses that:

   (a) Houlihan Lokey holds no prepetition claim against the
       Debtor;

   (b) Houlihan Lokey is not and was not an investment banker for
       any outstanding security of the Debtors;

   (c) Houlihan Lokey is not and was not, within three years
       before the Petition Date, an investment banker for a
       security of the Debtors or an attorney for such investment
       banker in connection with the offer, sale or issuance of
       any security of the Debtors;

   (d) Houlihan Lokey is not and was not, within two years before
       the Petition Date, a director, officer or employee of the
       Debtors, or of any investment banker for the security of
       the Debtors; and

   (e) Houlihan Lokey has no interest adverse to the interests of
       the Estates or of any class of creditors or equity
       security holders, or interest in the Debtors or an
       investment banker for any security of the Debtors or for
       any other reason.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIRECTV LATIN: Emerges From Bankruptcy as Plan Becomes Effective
----------------------------------------------------------------
DIRECTV Latin America, LLC's Plan of Reorganization has become
effective and that the Company has emerged from Chapter 11.  As
previously reported, the Company filed for Chapter 11 in March
2003 in order to aggressively address its financial and
operational challenges.  The filing applied only to the U.S.
entity and did not include any of the operating companies in Latin
America and the Caribbean.

"DIRECTV Latin America is now on a solid footing for the future,"
said Larry N. Chapman, President and Chief Operating Officer,
DIRECTV Latin America, LLC.  "The Company has successfully
reorganized under Chapter 11, and I'm very pleased that we have
emerged in a timely manner.  I want to thank our subscribers,
employees, advisors and the creditor group for their support in
completing this process."

                   About DIRECTV Latin America

DIRECTV is a leading direct-to-home satellite television service
in Latin America and the Caribbean.  Currently, the service
reaches approximately 1.5 million customers in the region, in a
total of 28 markets.  DIRECTV is currently available in:
Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, El
Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, Puerto
Rico, Trinidad & Tobago, Uruguay, Venezuela and several Caribbean
island nations.
    
DIRECTV Latin America, LLC is a multinational company owned by
DIRECTV Latin America Holdings, a subsidiary of Hughes Electronics
Corporation; and Darlene Investments, LLC, an affiliate of the
Cisneros Group of Companies. DIRECTV Latin America and its
principal operating companies have offices in Buenos Aires,
Argentina; Sao Paulo, Brazil; Cali, Colombia; Mexico City, Mexico;
Carolina, Puerto Rico; Fort Lauderdale, USA; and Caracas,
Venezuela. For more information on DIRECTV Latin America visit

                  http://www.directvla.com/

Hughes Electronics Corporation (NYSE: HS) is a world-leading
provider of digital multichannel television entertainment,
broadband satellite networks and services, and global video and
data broadcasting.


DJ ORTHOPEDICS: Raises $56.7M Through Common Stock Public Offering
------------------------------------------------------------------
dj Orthopedics, Inc., (NYSE: DJO) closed its previously announced
public offering of 7,500,000 shares of its common stock at $19.00
per share.  An additional 1,125,000 shares were sold at $19.00 per
share pursuant to the full exercise by the underwriters of their
over-allotment option.  The Company sold 3,162,500 shares in the
offering, including the over-allotment shares, and selling
stockholders sold 5,462,500 shares, including the over-allotment
shares, through a prospectus supplement pursuant to the Company's
effective shelf registration statement previously filed with the
Securities and Exchange Commission.  The offering results in total
net proceeds to dj Orthopedics of approximately $56.7 million.  
The Company did not receive any of the net proceeds of the sale of
shares by the selling stockholders.
    
dj Orthopedics intends to use all or substantially all of the net
proceeds from the offering to purchase and/or redeem, as
applicable, a portion of the $75 million of outstanding 12 5/8%
senior subordinated notes due 2009.  The Company may purchase
these notes in the open market, in privately negotiated
transactions or, on or after June 15, 2004, redeem these notes
pursuant to the terms of the indenture governing the senior
subordinated notes for an amount equal to (on June 15, 2004)
106.313% of the outstanding principal amount, plus accrued and
unpaid interest.  The Company also expects to use cash on hand to
purchase or redeem senior subordinated notes that are not retired
from the use of the net proceeds from the offering.
    
J.P. Morgan Securities Inc. and Lehman Brothers Inc. acted as
joint book-running managers for the offering.  Co-managers of the
offering were Piper Jaffray & Co., Wachovia Capital Markets, LLC,
First Albany Capital Inc. and WR Hambrecht + Co, LLC.

                       About the Company

dj Orthopedics is a global medical device company specializing in
rehabilitation and regeneration products for the non-operative
orthopedic and spine markets.  The Company's broad range of over
600 rehabilitation products, including rigid knee braces, soft
goods and pain management products, are used in the prevention of
injury, in the treatment of chronic conditions and for recovery
after surgery or injury.  The Company's regeneration products
consist of bone growth stimulation devices that are used to treat
nonunion fractures and as an adjunct therapy after spinal fusion
surgery.

The Company sells its products in the United States and in more
than 30 other countries through networks of agents, distributors
and its direct sales force that market its products to orthopedic
and podiatric surgeons, spine surgeons, orthopedic and prosthetic
centers, third-party distributors, hospitals, surgery centers,
physical therapists, athletic trainers and other healthcare
professionals.  For additional information on the Company, please
visit http://www.djortho.com/

                          *   *   *

As reported in the Troubled Company Reporter's October 13, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
senior secured debt rating to dj Orthopedics Inc.'s proposed $130
million  credit facility, consisting of a $105 million term loan
and a $25  million revolving credit facility maturing in 2008 and
2009, respectively. Standard & Poor's also affirmed its 'B+'
corporate credit and 'B-' subordinated debt ratings on the
company.

At the same time, Moody's Investors Service placed these ratings
of dj Orthopedics, LLC on review for possible downgrade:

     - Senior implied rating of B1;

     - Issuer rating of B2;

     - B1 rating on the $15.5 million guaranteed senior secured
       term loan due 06/30/2005;

     - B1 rating on the $25 million guaranteed senior secured
       revolving credit loan due 06/30/2005; and

     - B3 rating on the $75 million 12.625% guaranteed senior
       subordinated global notes due 06/15/2009.

Moody's cited that the review is prompted by the increase in debt
associated with the company's acquisition of the bone growth
stimulator assets of OrthoLogic Corporation. Dj Orthopedics plans
to finance the acquisition with senior bank debt.


ENERSYS CAPITAL: S&P Assigns Low-B Level Credit & Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit ratings to EnerSys Holdings Inc. and EnerSys Capital Inc.,
a unit of EnerSys Holdings. At the same time, Standard & Poor's
assigned its 'BB-' senior secured bank loan rating and its
recovery rating of '4' to EnerSys Capital's proposed $460 million
senior secured first-lien credit facility, consisting of a $100
million revolving credit facility due 2009 and a $360 million term
loan due 2011. The '4' recovery rating indicates the expectation
of a marginal recovery (25% to 50%) of principal under a
bankruptcy scenario.

At the same time, Standard & Poor's assigned its 'B' senior
secured bank loan rating and a recovery rating of '5' to EnerSys
Capital's proposed $120 million senior secured second-lien loan
due 2012. The '5' recovery rating indicates the expectation of a
negligible recovery (25% or less) of principal. The bulk of the
proceeds from the debt offering will be used to fund a $250
million distribution to shareholders.

The outlook on the Reading, Pennsylvania-based industrial battery
manufacturer is stable.

"EnerSys should continue to generate positive cash flow and
improved credit protection measures over time. Upside ratings
potential is limited by the company's high debt leverage, rising
raw material cost exposure, and, longer term, a more aggressive
financial policy with respect to shareholder distributions," said
Standard & Poor's credit analyst Linli Chee.

The senior secured facility is secured by a first-priority
security interest in all domestic assets of EnerSys Capital and
its direct and indirect domestic subsidiaries, as well as the
capital stock of each of the domestic subsidiaries and 65% of the
capital stock of the wholly owned foreign subsidiaries. Standard &
Poor's rating on the company's $120 million senior secured second-
lien loan incorporates the fact that lenders will have a second
lien on all the same collateral as the first-lien senior secured
facility lenders. The senior credit facilities and second-lien
loan are guaranteed by EnerSys Holdings and by all existing and
future direct and indirect domestic subsidiaries of EnerSys
Capital.

Proceeds from the term loan and second-lien loan will be used to
refinance the majority of existing debt and fund a $250 million
cash distribution to its equity owners, Morgan Stanley Capital
Partners, limited partner co-investors, and management.

EnerSys is exposed to lead prices, which at 30% of raw material
costs represents the company's largest raw material cost
component. Lead prices have risen sharply over the past six
months, which could lead to an increase of as much as 25% in total
lead costs in the fiscal year ending March 31, 2005, from fiscal
2004.

Liquidity is deemed satisfactory for the rating. Upon the close of
the transaction, the company is expected to have full access to
its $100 million revolving credit facility and modest cash
balances.


ENRON CORP: Wants Court to Disallow Dawson & Great Lakes Claims
---------------------------------------------------------------
Pursuant to Section 502 of the Bankruptcy Code, Enron Corporation
and LINGTEC Constructors LP object to Dawson Dredging Company's
Claim No. 17977 and Great Lakes Dredging & Dock Company's Claim
No. 18005.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
recounts that on August 27, 1999, Great Lakes and Lingtec entered
into a fixed price contract for dredging services.  On
May 23, 2000, the parties divided the dredging work to be
performed under the Fixed Price Contract into two fixed price
subcontracts.  Despite the existence of two subcontracts, the
Subcontracts were administered as if only a single subcontract
existed.  Accordingly, Great Lakes and Lingtec executed the On
Shore subcontract while Dawson Dredging and Enron Power Services,
B.V. executed the Off Shore subcontract.  The Subcontracts
included detailed job specifications, environmental descriptions,
a geotechnical investigation incorporated by reference, and a
schedule of prices and rates used to calculate the contract
prices.

According to Ms. Gray, Great Lakes and Dawson Dredging have been
paid all amounts due under the Subcontracts.  Notwithstanding,
Great Lakes and Dawson Dredging alleged that they are entitled to
an additional $13,429,371 under the Subcontracts.  Great Lakes
and Dawson Dredging filed a single Notice of Arbitration to that
effect and filed the two Claims against Lingtec.

The Debtors reviewed the two Claims and determined that they are
duplicative and should be considered as one claim.  Although the
Prime Contract was divided into the Subcontracts, the project
remained a single transaction.  Furthermore, Ms. Gray points out,
because the Subcontracts were administered together, Great Lakes
and Dawson Dredging filed "a single request for arbitration . . .
under the two separate agreements."  Thus, by Great Lakes' and
Dawson Dredging's own admission, any alleged additional payments
arising from this transaction should only be paid, if at all,
once.

Great Lakes and Dawson Dredging each filed a proof of claim
alleging entitlement to identical additional payments, in
identical amounts, arising from identical circumstances and with
the identical Notice of Arbitration attached.  Each Claims seeks:

   (a) $71,348 in interest for delayed payments;

   (b) $80,961 for escalation in fuel price;

   (c) $3,128,384 for increases from rock hardness;

   (d) $3,989,997 for remobilization of Zeebouwer;

   (e) $5,930,883 for increases in rock quality; and

   (f) $227,798 for additional wear and tear costs.

To prevent the possibility of double recovery, the Debtors ask
the Court to consider Claim Nos. 17977 and 18005 as a single
claim for $13,429,371.

                 No Liability On Claim No. 17977

After determining that the Claims are duplicative of each other,
the Debtors also determined that no amount is due to Claim No.
17977 because it is filed against the wrong debtor.  Dawson
Dredging filed the Claim against Lingtec.  However, Ms. Gray
explains that neither of the Subcontracts is between Dawson
Dredging and Lingtec.  Hence, Lingtec is not, and should not be
held, liable to Dawson Dredging.

Accordingly, the Debtors ask Judge Gonzalez to expunge and
disallow Claim No. 17977 in its entirety.

                 No Liability On Claim No. 18005

Since Claim No. 18055 is identical to and arise from a single
transaction as that of Claim No. 17977, the Debtors object to
each element of Claim No. 18005.  Should the Court not expunge
Claim No. 17977 as having no amount due, Ms. Gray contends that
the two Claims should be expunged and disallowed for these
reasons:

   (a) Great Lakes and Dawson Dredging received the fixed price
       under the Subcontracts, thus they may not recover
       additional payments;

   (b) Great Lakes and Dawson Dredging submitted insufficient
       proofs of its alleged entitlement to interest on late
       payments for Invoices 10, 12 and 13;

   (c) Under the Subcontracts, the Debtors could withhold
       payments to which Great Lakes and Dawson Dredging was not
       entitled;

   (d) Although the Indian government increased the fuel prices,
       the increase does not automatically entitle Great Lakes
       and Dawson Dredging to recover the additional costs
       associated therewith.  The Subcontracts only state that
       changes in law "may" entitle Great Lakes and Dawson
       Dredging to additional payments.  To qualify as a
       variation entitling them to additional payments, the
       "change of law" must require a modification or change to
       "the Works of the schedule, manner or sequence of
       execution of the Works a described in the Scope Book and
       the Project Schedule."  Neither the Scope Book nor the
       Project Schedule was affected by increased fuel prices;

   (e) The Subcontracts bar Great Lakes and Dawson Dredging from
       recovering from any costs incurred as a result of
       unexpected rock hardness;

   (f) The Subcontracts directly contradict Great Lakes and
       Dawson Dredging's contention that the Debtors agree to
       pay for any "standby, demobilization and remobilization
       costs made necessary by the monsoon season."  To the
       contrary, the Subcontracts expressly provide that Great
       Lakes and Dawson Dredging are responsible for "[a]ll
       costs incurred by [Claimant] as a direct or indirect
       result of weather downtime";

   (g) The Subcontracts preclude Great Lakes and Dawson Dredging
       from recovering any costs incurred as a result of
       increased rock quality; and

   (h) No provision in the Subcontracts allows Great Lakes
       and Dawson Dredging to recover additional compensation
       for wear and tear.  They already received compensation
       for wear and tear of their equipment when they received
       payment under the Subcontracts. (Enron Bankruptcy News,
       Issue No. 99; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)


ENRON: Court Clears Termination Agreement for Various Financings
----------------------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code and Rules
2002, 6004, 9013 and 9019 of the Federal Rules of Bankruptcy
Procedure, Enron Corporation, Enron International Holdings
Corporation and Enron Power Corporation sought and obtained the
Court's approval of:

   (a) a Termination and Release Agreement to be executed by
       Enron, EIHC, EPC, Enron Caribbean Basin Finance LLC,
       Puerto Quetzal Power LLC, Enron Guatemala Holdings Ltd.,
       Centrans Energy Services, Inc. and CDC Group PLC; and

   (b) the consummation of the Releases contemplated by the
       Termination Agreement.

                             PQP LLC

PQP LLC is owned:

   -- 61.5% by PQP Limited, a Cayman Islands company;

   -- 25% by CDC Holdings (Barbados), Ltd., a Barbados limited
      liability company, which is a wholly owned subsidiary of
      CDC Group; and

   -- 13.5% by Puerto Quetzal Power Corp., a Delaware
      corporation.

PQPL is jointly owned in equal shares by EGH, a non-debtor, and
Centrans.  PQPC is jointly owned in equal shares by Centrans and
Debtor Enron Global Power & Pipelines LLC.  Accordingly, PQP LLC
is directly or indirectly owned:

   (a) 25% by CDC Holdings;
   (b) 37.5% by Centrans; and
   (c) 37.5% by EGH and EGPP.

PQP LLC owns (i) two 55-MW power barges known as Enron I and
Enron II, and (ii) a 124-MW power barge known as Esperanza,
generating a combined 234 MW of total nominal capacity.  Enron I
and Enron II began commercial operations in February 1993.
Esperanza began commercial operations in late 2000.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that in 1993, pursuant to the PPA, PQP LLC began
delivering power to Empresa Electrica de Guatemala, S.A., a
Guatemalan sociedad anonima, the largest distribution company in
Guatemala.  Since late 2000, PQP LLC has also been selling power
in the wholesale electricity markets of Guatemala and El
Salvador.  In connection with the expansion of its Esperanza
facility, PQP LLC closed the Financing with two United States
governmental agencies -- Overseas Private Investment Corporation,
an agency of the United States of America and the United States
of America, represented by the Secretary of Transportation,
acting by and through the Maritime Administrator -- in the
amounts of $50,000,000 and $73,000,000.

The agreements entered into by PQP LLC in connection with the
Financing include:

   (i) a Finance Agreement, dated as of September 26, 2000,
       among PQP LLC; Pacific Energy Financing Ltd., a St. Lucia
       company; Poliwatt Limitada, a Guatemalan sociedad de
       responsabilidad limitada; and OPIC;

  (ii) a Security Agreement, dated as of December 15, 2000,
       between PQP LLC and Maritime Administrator; and

(iii) a Collateral Trust and Security Agreement, dated as of
       December 14, 2000, among PQP LLC, OPIC, Maritime
       Administrator, and Citibank, N.A., as collateral trustee
       and as Account Bank and Securities Intermediary.

PQP LLC utilized the proceeds of the Financing to pay for the
construction of PQP LLC's Esperanza expansion.  Each of the loans
from OPIC and Maritime Administrator matures in June 2012.  The
Financing is secured by all of PQP LLC's project assets and
contracts and the pledge by each of the PQP LLC members of its
ownership interests in PQP LLC, and is also partially supported
by the Financing Guarantees.

                   Enron's Financing Guarantees

According to Ms. Gray, at the time of the Financing in 2000 with
OPIC and Maritime Administrator, the senior debt had a maturity
date in June 2012, but PQP LLC's main power sales agreement, the
PPA, expires in February 2008.  To mitigate the merchant risk
associated with the PQP LLC project after February 2008, Enron
provided, on behalf of itself, Centrans and CDC, certain
financial guarantees to OPIC pursuant to the Sponsor Support
Agreement.

Pursuant to the Sponsor Support Agreement, Enron:

   (a) subject to stated limits, guaranteed the payment when due
       of the OPIC loan to PQP LLC, as well as the payment of
       any taxes thereon;

   (b) agreed to reimburse certain payments to Guatemalan tax
       authorities relating to the importation of Enron I and
       Enron II; and

   (c) covenanted to (i) maintain its existence, (ii) maintain
       its rights and franchises, (iii) comply with applicable
       laws, (iv) comply with applicable corrupt practices laws,
       and implement internal controls and practices adequate
       for the compliance, (v) provide directly or indirectly
       the Glencore Fuel Guaranty, the PQPC Fuel Guaranty and
       the EPC Guarantee, (vi) comply, and to cause its
       subsidiaries to comply, with stated transfer restrictions
       on direct or indirect ownership interests in PQP LLC or
       certain PQP LLC subordinated obligations, (vii) comply,
       and to cause its affiliates to comply, with the
       Subordination Agreement, (viii) not take, and to cause
       its affiliates not to take, any restricted payments, and
       to repay any payments which might be taken, and (ix)
       indemnify each of OPIC, Poliwatt, and PEFL from any
       losses relating to certain agreements with, and claims
       by, Texas-Ohio Power, Inc.

Pursuant to the Maritime Administrator Guarantee, and subject to
an aggregate exposure cap of $28,566,000, Enron (a) subject to
stated limits, guaranteed payment when due of the Maritime
Administrator loan to PQP LLC, and (b) guaranteed payment of
insurance premiums not paid by PQP LLC.

As issued, the Financing Guarantees provided $53,400,000 in
direct credit support to PQP's secured creditors, OPIC and the
Maritime Administrator, to cover merchant risk.  The Sponsor
Support Agreement is limited to $22,676,000.  The Maritime
Administrator Guarantee is limited to $28,566,000.  The
Maritime Administrator Guarantee is enforceable during the term
of the Maritime Administrator loan in the event of a non-payment
by PQP LLC.

If certain commercial milestones were met, primarily the
extension of the term of the PPA one year beyond the 2012 debt
maturity, the Financing Guarantees could be significantly reduced
or eliminated.  In September 2001, the PPA term was extended to
2013.  As a result of the extension, the credit support
requirements under the Financing Guarantees warranted reduction,
and (i) the Maritime Administrator agreed to reduce the guarantee
under the Maritime Administrator Guarantee to $17,650,000, and
(ii) OPIC agreed to reduce the guarantee under the Sponsor
Support Agreement to $1,670,000.  OPIC and the Maritime
Administrator agreed to accept Substitute Collateral in the same
amounts in lieu of the Financing Guarantees.

These agreements were utilized as security for Enron providing
the Financing Guarantees on behalf of itself, Centrans, CDC and
PQP LLC:

   * PQP LLC and Enron entered into that certain Reimbursement
     Agreement, dated as of October 2, 2000, but effective
     September 26, 2000, pursuant to which PQP LLC is liable to
     Enron for any amounts paid by Enron on behalf of PQP LLC
     pursuant to the Financing Guarantees;

   * Centrans, ECBF and Enron entered into that certain
     Guarantee, dated as of October 2, 2000, pursuant to which
     Centrans agreed, inter alia, to pay to Enron Centrans'
     share of (i) PQP LLC's reimbursement obligations under the
     Reimbursement Agreement, and (ii) certain other PQP LLC
     obligations, which have since been satisfied;

   * Pursuant to that certain Security Agreement, dated
     January 9, 1996, among Centrans and Enron International,
     Inc., amended:

       (i) as of July 15, 1998, by Centrans, EIHC, Enron EPC,
           and Enron Caribe VI, Ltd.;

      (ii) as of May 28, 1999, by Centrans, EIHC, Enron, EPC,
           Enron Caribe, EGH and Enron Development Funding Ltd.;
           and

     (iii) as of October 2, 2000, by Centrans, EIHC, Enron, EPC,
           Enron Caribe, EGH, EDFL, and ECBF, pursuant to which
           Centrans' obligations to EDFL were acknowledged as
           having been satisfied, and the secured parties were
           stated to be EIHC, Enron, EPC, EGH, and ECBF, Centrans
           pledged, under the laws of the State of Texas, 500
           shares of common stock in PQPC and 500 shares of
           common stock in PQPL as of May 28, 1999;

   * Pursuant to that certain Deed of Charge, dated May 28,
     1999, among Centrans, Enron, EDFL, and EGH, as amended on
     October 2, 2000, by Centrans, Enron, EDFL, EGH and ECBF,
     Centrans again pledged, under the laws of the Cayman
     Islands, all shares in PQPL owned by Centrans at any time
     until the satisfaction of certain obligations, which shares
     include the Centrans PQPL 1B Interests and 500 additional
     shares of common stock in PQPL represented by share
     certificate 2B; and

   * Enron and CDC entered into that certain Limited Recourse
     Indemnity Agreement, dated as of November 9, 2000,
     pursuant to which CDC agreed to pay Enron CDC's share of
     PQP LLC's reimbursement obligations under the Reimbursement
     Agreement, or transfer CDC's interest in PQP LLC to Enron.

               The Releases and Closing Transaction

Ms. Gray informs Judge Gonzalez that the Termination and Release
Agreement provides that:

   (i) each of the Reimbursement Agreement, the Centrans
       Guarantee, the Centrans Pledge, the Deed of Charge and
       the LRIA will be terminated;

  (ii) each party to the Termination and Release Agreement will
       forever release, acquit and discharge each other party
       thereto from any and all Claims, whether arising out of
       any acts, omissions, facts, events or circumstances
       occurring either before or after the execution thereof;
       and

(iii) each of Enron, ECBF, EGH, EIHC, and EPC will release and
       terminate all liens and security interests, and all right,
       title and interest in and to the Centrans Interests,
       which were granted, pledged, conveyed, transferred, and
       set over to it pursuant to the Centrans Pledge and the
       Deed of Charge.

At this time, the sole remaining obligations of CDC or Centrans
pursuant to or secured by the Terminated Documents are guarantees
of PQP LLC reimbursement obligations to Enron under the
Reimbursement Agreement relating to potential Enron obligations
under the Enron Undertakings.  Because Enron's Financing
Guarantees are to be terminated at the Closing, Centrans demanded
the simultaneous termination of the Terminated Documents to which
it is a party and the release of the Centrans Interests, and CDC
demanded the simultaneous termination of the Terminated Documents
to which it is a party.

At the Closing and simultaneously with the consummation of the
Releases:

   (i) the Maritime Administrator and OPIC agreed to waive all
       defaults created by Enron's bankruptcy filing and PQP
       LLC's inability to obtain insurance, pursuant to its 2002
       and 2003 All-Risk Insurance Policy, with the deductibles
       required under the Loan Documents; and

  (ii) PQP LLC will provide $17,650,000 as substitute cash
       collateral in place of the Financing Guarantees and
       establish certain reserve accounts, each to be funded as:
     
       * Maritime Administrator Default Cure:  Pursuant to the
         Shipowner Collateral Agreement, the Maritime
         Administrator Guarantee will be terminated, Enron will
         be released from the Maritime Administrator Project
         Obligations, and the Maritime Administrator will
         withdraw its proof of claim filed against Enron.  A
         deposit fund cash reserve with these two subaccounts
         will be created:

         (1) a Transfer Funds Subaccount, amounting to
             $7,650,000; and

         (2) a Guarantee Subaccount containing $10,000,000.

         The Deposit Fund will be funded by PQP LLC funds
         presently held by the Maritime Administrator and the
         Collateral Trustee, and will be escrowed by and for the
         sole benefit of the Maritime Administrator.  Provided
         certain release conditions are met, $7,650,000 of the
         Deposit Fund will be released, provided no defaults
         exist, in five annual installments as:

         -- 20% of the balance on the second anniversary of the
            Closing;

         -- 25% of the balance on the third anniversary;

         -- 33% of the balance on the fourth anniversary;

         -- 50% of the balance on the fifth anniversary; and

         -- the remaining balance on the sixth anniversary.

       * OPIC Default Cure:  Enron will be released from the
         OPIC Project Obligations, but not the Enron
         Obligations, under the Sponsor Support Agreement.
         Between December 2004 and June 2007, PQP LLC will fund
         a $1,800,000 reserve under the CTSA, $1,670,000 of
         which will be debt service deficit collateral, and
         $130,000 of which is collateral for the potential
         liability of PQP LLC for certain import duties on Enron
         I and Enron II.  These amounts are not included in the
         Substitute Collateral amount.

       * Insurance Issue Default Cure:  As the agreed cure for
         the Insurance Issue, PQP LLC will fund a $1,500,000
         insurance deductible deficiency reserve under the CTSA
         for the benefit of OPIC and the Maritime Administrator.
         Half of this amount will be funded by December 2003 and
         the other half will be funded by February 2004.  These
         amounts are not included in the Substitute Collateral
         amount.

At the Closing, OPIC and the Maritime Administrator will execute
and deliver a Waiver Letter Agreement.  The Waiver Letter
Agreement includes nine Exhibits:

   (i) a description of the defaults pursuant to the Finance
       Agreement;

  (ii) a description of the defaults pursuant to the Security
       Agreement;

(iii) the Shipowner Collateral Agreement;

  (iv) Amendment No. 2 to Security Agreement;

   (v) Amendment No. 1 to Title XI Reserve Fund and Financial
       Agreement;

  (vi) Amendment No. 2 to Collateral Trust and Security
       Agreement;

(vii) Sponsor Support Agreement Partial Release;

(viii) Amendment No. 5 to Finance Agreement; and

  (ix) the Termination and Release Agreement.

Simultaneously with the consummation of the Releases, at the
Closing, PQP LLC will distribute $7,569,500 to Enron and its
affiliates, comprised of $3,342,500 in dividends and $4,227,000
in net fees to Enron and Enron Servicios Guatemala Limitada, a
non-debtor Guatemalan limited liability company.

The "Closing" will consist of the execution and delivery of the
Default Cure Documents, the substitution of collateral and the
cure of defaults, the release of financial obligations and claims
against Enron pursuant to the Financing Guarantees, the
consummation of the Releases, and the distribution of funds.

Upon the release by OPIC and the Maritime Administrator of Enron
from the Financing Guarantees, which Enron had provided to them
on behalf of itself, CDC and Centrans, Enron will be responsible
to OPIC or the Maritime Administrator only for the Enron
Obligations.  Because Enron will have no liability to OPIC or the
Maritime Administrator under the Financing Guarantees, Enron will
have no basis to claim reimbursement from PQP LLC, CDC or
Centrans for payments made by Enron thereunder, and the
justification for maintaining the Terminated Documents, and the
security provided thereunder, will cease to exist.

Ms. Gray argues that the contemplated transaction should be
authorized because:

   (1) upon consummation of the transaction, PQP LLC will release
       accrued fees and dividends for the benefit of Enron and
       its affiliates, which are currently restricted from
       distributions by OPIC and the Maritime Administrator;

   (2) Enron has no claim under the Terminated Documents against
       the parties thereto since no claims have been asserted
       against Enron and no monies have been paid pursuant to
       the Financial Guaranties, wherein Enron's obligations are
       contingent obligations;

   (3) neither OPIC nor the Maritime Administrator object to the
       execution of the Termination and Release Agreement or
       the consummation of the Releases; and

   (4) it enhances the value of the underlying assets in PQP LLC.
       (Enron Bankruptcy News, Issue No. 99; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Obtains Nod for Securities Class Action Settlement
-----------------------------------------------------------------
To recall, Federal-Mogul Corporation sought to enter into a
stipulation and settlement agreement to resolve seven pending
class actions alleging violations of federal securities laws.  
The Class Actions are consolidated in In re Federal-Mogul Corp.,
Case No. 00-40022, pending before the United States District
Court for Eastern District of Michigan.  

Joseph Scott Sherrill filed an individual and class objection to
the proposed settlement.  The objection was to "obtain
clarification and assurance" that the settlement would not
release claims for breach of fiduciary duty under the Employee
Retirement Income Security Act of 1974.  Mr. Sherrill filed a
proof of claim for these claims under the ERISA and asserted in
Sherrill, et al. v. Federal-Mogul Corporation Retirement Programs
Committee, et al., Case No. 03-4165, pending before the United
States District Court for the Southern District of Illinois.  
Fiduciary Counselors, Inc. also objected to the proposed
settlement.

On December 12, 2003, the parties to the Class Actions entered
into and filed a stipulation amending the Order and Final
Judgment with the U.S. District Court for the Eastern District of
Michigan.  The Class Action parties are:

   (1) Lead plaintiffs Fred G. Hillger, Sarita Maniktala, Arthur
       H. Stein, Dynamic Mutual Funds Limited, and Kevin O'Brien
       on behalf of Northwest Airlines and the Class; and

   (2) Defendants Federal Mogul Corporation, Richard A. Snell
       and Tom Ryan.

The Stipulation clarifies that (a) the Federal-Mogul Corporation
Employee Investment Program and the Federal-Mogul Corporation
Salaried Employees' Investment Program are not excluded from the
Class, and (b) the Settlement does not release ERISA claims or
adversely affect any fiduciary liability insurance coverage with
respect to the ERISA claims.

Specifically, the stipulation provides that:

A.  This text is to be inserted at the end of paragraph 3 of the
    Order and Final Judgment of the case In re Federal-Mogul
    Corporation, Case No. 00-40022:

      "Nothing in this Order shall be construed as excluding the       
      the Federal-Mogul Corporation Employee Investment Program
      or the Federal-Mogul Corporation Salaried Employees'
      Investment Program (together, the 'Plans'), or any trust
      or trusts established in connection with such Plans, from
      the Class."

B. This text is to inserted at the end of paragraph 7 of the
   Order and Final Judgment:

      "In this Order, Settled Claims do not include any ERISA
      fiduciary claims('ERISA Claims') of the Plans, or of
      the Plans' participants, beneficiaries, or successors, and
      nothing in the Settlement or this Order releases ERISA
      Claims or adversely affects any fiduciary liability
      Insurance coverage with respect to such ERISA Claims.  As
      used herein, the term 'ERISA Claims' includes, but is not
      limited to, (1) the ERISA fiduciary breach claim(s)
      asserted in the Individual and Class Proof of Claim filed
      by Joseph Scott Sherrill in the chapter 11 bankruptcy case
      of Federal-Mogul Corporation or related debtors at In
      re Federal Mogul Global, Inc., at al., Case No. 01-
      10578 (jointly administered) in the United States
      Bankruptcy Court for the District of Delaware, and (2)
      the individual and class claims asserted in the action
      entitled Sherrill et al. v. Federal-Mogul Corporation
      Retirement Programs Committee, et al., Case No. 03-4165, in
      the United States District Court for the Southern District
      of Illinois.  Nothing affects the right of Federal-Mogul or
      any fiduciary of the Plans to claim amounts received
      pursuant to the Settlement as a set-off to any liability
      with respect to the ERISA Claims."  

In light of the Stipulation, Mr. Sherrill and the Fiduciary
Counselors withdrew their objections to the Class Action
Settlement.

Accordingly, Judge Lyons approves the Class Action Settlement,
subject to the modifications of the Order and Final Judgment, as
provided in the Stipulation.

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: S&P Rates $175M Senior Unsecured Notes at B-
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B-' rating to
Friendly Ice Cream Corp.'s proposed $175 million senior unsecured
note offering due 2012. The notes will be issued under Rule 144A
with registration rights. The proceeds will be used to refinance
the company's outstanding 10.5% senior unsecured notes due 2007.
The notes are rated one notch below the corporate credit rating on
Friendly because of the significant amount of priority debt ahead
of them.

At the same time, Standard & Poor's revised its ratings outlook on
Friendly to positive from stable. The outlook revision is based on
the company's stabilized operating performance and operational
improvements over the past two years.

The 'B' corporate credit rating on the company was affirmed.

"The ratings on Friendly reflect the company's participation in
the highly competitive restaurant industry, weak credit protection
measures, and a highly leveraged capital structure," said Standard
& Poor's credit analyst Robert Lichtenstein. "These factors are
partially offset by the company's established brand and regional
market position."

Wilbraham, Massachusetts-based Friendly commands a good position
in the markets in which it operates, but has a relatively small
6.8% market share in the overall family-dining segment of the
highly competitive restaurant industry. The company also competes
with a broad array of restaurants in other menu segments. Friendly
is regionally concentrated, with about 90% of company-owned
restaurants located in the Northeastern U.S. Moreover, due to the
seasonality of ice cream consumption, the company is subject to
the effect of weather during its peak summer selling season.

Standard & Poor's expects that cash balances, operating cash flow,
and availability on Friendly's credit facility will be the
company's primary source to service its debt and fund its capital
expenditures. Friendly currently has pension and post-retirement
liabilities of about $24 million; however, Standard & Poor's does
not expect it to materially affect cash flows over the near term.


GLOBAL AXCESS: Barron Partners Reports 23.9% Equity Stake
---------------------------------------------------------
Barron Partners LP, beneficially own 18,000,000 shares of the
common stock of Global Axcess Corporation.  Barron Partners hold
sole voting and dispositive powers over the stock held.  The total
amount of stock held represents 23.9% of the outstanding common
stock of Global Axcess.

All purchases of common stock of Global Axcess were made using the
working capital of Barron Partners LP. The Partnership used
approximately $1,500,000 of its working capital to purchase
6,000,000 shares of common stock of Global Axcess Corp. and
warrants to purchase 12,000,000 shares of common stock of Global
Axcess Corp in a Private Placement.

All Global Axcess Corp. securities owned by Barron Partners LP
have been acquired by the Partnership for investment purposes
only.

                          *    *    *

                LIQUIDITY AND CAPITAL RESOURCES

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

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

                  Additional Funding Sources

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

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

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

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

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

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

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


GOLDMAN SACHS: S&P Affirms Class B Rating at B-
-----------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A notes issued by Goldman Sachs Asset Management CBO Ltd., a high-
yield arbitrage CBO, on CreditWatch with positive implications. At
the same time, the rating on the class B notes is affirmed. The
rating on the class A notes was previously lowered on Jan. 28,
2003 and July 7, 2003. The rating on the class B notes was
previously lowered on May 16, 2002, Jan. 28, 2003, and
July 7, 2003.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the class A
notes since the July 7, 2003 rating action. The primary factor was
an increase in the level of overcollateralization available to
support the class A notes.

Since the July 7, 2003 rating action, the transaction has paid
down a total of $33.187 million to the class A notes, $20.898
million of which was paid on the January 2004 payment date.

Standard & Poor's noted that the paydowns to the class A notes and
enhanced recovery valuations on defaulted securities currently
held in Goldman Sachs Asset Management Ltd. have more than offset
the decline in credit quality.
   
              RATING PLACED ON CREDITWATCH POSITIVE
             Goldman Sachs Asset Management CBO Ltd.
             
                      Rating
        Class   To               From
        A       A+/Watch Pos     A+
   
        RATING AFFIRMED
        Goldman Sachs Asset Management CBO Ltd.
        Class   Rating
        B       B-
   
        TRANSACTION INFORMATION
        Issuer: Goldman Sachs Asset Management CBO Ltd.
        Co-issuer: Goldman Sachs Asset Management CBO Corp.
        Collateral manager: Goldman Sachs Asset Management
        Underwriter:        Goldman Sachs
        Trustee:            JPMorganChase Bank
        Transaction type:   Cash flow arbitrage high-yield CBO
   
        TRANCHE INFORMATION   INITIAL    LAST ACTION  CURRENT
        Date (MM/YYYY)        6/1999     7/2003       2/2004
        Class A note rtg.     AAA        A+           A+/Watch Pos
        Class A OC ratio      140.5%     119.55%      129.65%
        Class A OC ratio min  123.0%     123.0%       123.0%
        Class A note bal      $276.00mm  $245.42mm    $212.235mm
        Class B note rtg.     A-         B-           B-
        Class B OC ratio      122.7%     102.8%       109.09%
        Class B OC ratio min  110.3%     110.3%       110.3%
        Class B note bal      $40.00mm   $40.00mm     $40.00mm
   
        PORTFOLIO BENCHMARKS                       CURRENT
        S&P Wtd. Avg. Rtg.(excl. defaulted)        B+
        S&P Default Measure(excl. defaulted)       4.15%
        S&P Variability Measure (excl. defaulted)  2.35%
        S&P Correlation Measure (excl. defaulted)  1.23%
        Wtd. Avg. Coupon (excl. defaulted)         9.50%
        Wtd. Avg. Spread (excl. defaulted)         N/A
        Oblig. Rtd. 'BBB-' and Above               3.91%
        Oblig. Rtd. 'BB-' and Above                22.63%
        Oblig. Rtd. 'B-' and Above                 84.99%
        Oblig. Rtd. in 'CCC' Range                 10.80%
        Oblig. Rtd. 'CC', 'SD' or 'D'              4.21%
        Obligors on Watch Neg (excl. defaulted)    12.46%
    
        S&P RATED OC (ROC)       CURRENT
        Class A notes            113.63% (A+/Watch Pos)
        Class B notes            113.42% (B-)


GRANDE COMMS: S&P Junks Rating on $125M Rule 144A Sr. Unsec. Debt
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to San Marco, Texas-based integrated
telecommunications and cable TV provider Grande Communications
Holdings Inc. The outlook is developing.

In addition, Standard & Poor's assigned its 'CCC' rating to the
company's $125 million senior unsecured notes due 2014, to be
issued under Rule 144A with registration rights. The notes are
guaranteed on a senior unsecured basis by all of the company's
restricted subsidiaries, which represent the company's operating
subsidiaries. Proceeds will be used to repay bank debt and for
general corporate purposes. The notes are rated one notch below
the corporate credit rating due to the potential for priority
obligations, including potential obligations under a $10 million
lien allowance under the note issue, to exceed the 15% threshold
relative to total assets set under Standard & Poor's criteria.

"The rating reflects the high degree of business risk facing the
company as an integrated telecommunications and cable TV provider
operating as (1) an over-builder to the existing incumbent cable
operator and (2) a competitive local exchange carrier entity
competing primarily with integrated telephone provider SBC
Communications Inc.," said Standard & Poor's credit analyst
Catherine Cosentino. In most of the company's six Texas markets,
Time Warner Cable is the incumbent cable provider. Grande has been
able to achieve customer penetration of marketable homes and small
businesses passed of about 35%. However, further gains could be
stifled if Time Warner becomes more aggressive in its win-back
efforts, or if these properties are ever sold to another cable
operator. Cable companies such as Time Warner Cable are also
expected to expand their offerings of inexpensive telephony with
adoption of voice over Internet protocol technology in their
networks. The company's ability to continue to grow related
services, such as consumer broadband and telephony, would likewise
be adversely affected by more aggressive marketing and customer
service efforts by the incumbent local telephone companies serving
these areas. SBC also represents a formidable competitor, given
its large scale and substantial financial resources.

Business risk is also adversely affected by Grande's small scale
relative to that of the incumbent cable TV companies. Given its
lack of bargaining power, the company's ability to contain
programming cost increases is minimal, and its ability to extend
its network to additional customers will be somewhat constrained
by the high fixed costs of such an endeavor. Also, demographics of
the company's markets vary substantially.

Despite these challenges, the company has been able to establish a
combined customer base of about 103,000 cable TV and telephony
subscribers. It has also been successful in selling bundled
services to its cable customers through significant discounting
relative to the incumbent telephone and cable TV providers. The
vast majority of cable subscribers take at least two services.


HOME PRODUCTS: Posts $11.3 Million Net Loss for FY 2003
-------------------------------------------------------
Home Products International, Inc. (Nasdaq: HOMZ), a leader in the
housewares industry, announced financial results for its 2003
fiscal year and fourth quarter.

                    Full Year 2003 Results

For the fiscal year ended December 27, 2003, the Company reported
a net loss of $11.3 million, ($1.42) per diluted share, as
compared to net earnings a year ago of $14.3 million, $1.73 per
diluted share. Results were impacted by a decline in net sales,
increased raw material costs and tax asset write- offs.

Net sales for the year were $233.6 million, down 6% from 2002 net
sales of $249.2 million. The net sales decrease was primarily due
to reduced sales of low margin items and selling price decreases.
Partially offsetting these negative sales factors were cost
decreases related to customer deductions and programs. Such
deduction and program expenses, which are recorded as a reduction
of gross sales, were 5.9 % of gross sales in 2003 and 8.4% of
gross sales in 2002.

The full year results include a $15 million increase in raw
materials, a $7.6 million increase in the valuation allowance
related to deferred tax assets, $1.7 million of costs related to
the closing of the Company's Eagan, Minnesota manufacturing
facility, a $2.3 million gain related to buybacks of the Company's
high yield bonds and $1.2 million of income from a change in
estimate related to prior years' restructuring actions.

Commenting on the full year results, James R. Tennant, chairman
and chief executive officer, stated, "The rising cost of raw
materials, particularly plastic resin, had a significant impact on
full year results. Raw material costs increased by $15 million
between years and this was not recovered from our customers.
Accordingly, we have taken steps to shore up the profitability of
our plastic product lines. Although we have cut costs wherever
possible and will continue to do so, we cannot afford to sell our
products below cost. If we cannot sell a product profitably, then
we generally won't sell it. We began to make such changes in 2003
and this had a negative affect on sales."

With regard to Kmart, Mr. Tennant remarked, "Kmart is one of our
largest and most important customers. Kmart reduced its store
count by 18% in 2003 and this had an impact on our sales."

                 Fourth Quarter Results

The Company reported net earnings of $5.9 million, $0.74 per
diluted share, for the fourth quarter ended December 27, 2003 as
compared to fourth quarter net earnings a year ago of $3 million,
$0.37 per diluted share. Earnings in the quarter were driven by
lower deduction and customer program costs, reductions of
restructuring reserves, gains on the buyback of the Company's high
yield bonds and a decrease in the accrual for income taxes.

Net sales in the fourth quarter were $69.0 million as compared to
$70.8 million in the fourth quarter of 2002, a decrease of 2.5%.
Net sales decreased primarily due to fewer promotional
opportunities. A decline in selling prices as compared to the
fourth quarter of 2002 also contributed to the sales decrease.
Cost decreases related to customer deductions and programs
resulted in a reduction of sales allowances as compared to the
fourth quarter of 2002.

Such deduction and program expenses, which are recorded as a
reduction of gross sales, were 4.1% of gross sales in the fourth
quarter of 2003 and 7.4% of gross sales in the fourth quarter of
2002. The reduction in deduction and program expenses resulted in
lower costs to the Company of $2.4 million as compared to the
fourth quarter of 2002. The lower costs are the result of the
final settlement and determination of several programs. The
resulting fourth quarter expense as a percent of gross sales is
not indicative of management's future expectations regarding
deduction and program expense percentages.

The 2003 fourth quarter results also include a $1.4 million gain
related to buybacks of the Company's high yield bonds, $1.2
million of income from changes in estimates relating to the
Company's prior years' restructuring actions and $0.8 million of
income from a decrease in the accrual for income taxes. The fourth
quarter of 2002 results include $1.3 million of income for the
favorable resolution of matters relating to the Company's prior
years' restructuring actions.

Commenting on fourth quarter results, James R. Tennant, chairman
and chief executive officer, stated, "While we are pleased to
report net earnings in the fourth quarter, the earnings are
primarily the result of a few items that are not reflective of
ongoing operating results. Our full year loss is more indicative
of the current operating environment. Raw material costs have
continued to increase already in 2004 and competitive pressures
limit our ability to recover these cost increases with a selling
price increase. While we are continuing to reduce the number of
unprofitable items we sell, I fully expect that we will report a
loss in the first quarter of 2004."

                          Cash Flow

The Company reported negative cash flow (which the Company defines
as the net change in cash and debt) for the year of $4.0 million.
The negative cash flow was driven by the loss for the year and an
increase in working capital. Buybacks of the Company's high yield
bonds at a discount to market reduced debt by $2.4 million, but
increases in working capital together with the reported net loss
caused an overall increase in debt for the year.

The Company continues to be in compliance with all of its loan
covenants. At December 27, 2003, the Company had borrowings
outstanding under the Company's $50 million senior loan agreement
of $9.8 million. Additional availability to borrow based on the
Company's asset base and outstanding letters of credit was $35.1
million.

                     Proposed Transaction

As previously reported on February 5, 2004, the Company received a
proposal letter to negotiate a transaction contemplating the
acquisition of all of the Company's outstanding shares for $1.50
cash per share by an entity formed by James R. Tennant, the
Company's chairman and chief executive officer. A special
committee of the Company's independent directors, together with
its outside counsel and financial advisors, are considering the
proposed transaction. That special committee is actively pursuing
alternatives. The Company cautions that there cannot be any
assurance that further negotiations with Mr. Tennant will result
in a completed transaction, and the terms and conditions of any
such transaction may differ materially from the terms of the
proposal letter.

Home Products International, Inc. is an international consumer
products company specializing in the manufacture and marketing of
quality diversified housewares products. The Company sells its
products through national and regional discounters including
Kmart, Wal-Mart and Target, hardware/home centers, food/drug
stores, juvenile stores and specialty stores.

                      *    *    *

As reported in the Troubled Company Reporter's November 4, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on household goods manufacturer Home Products
International Inc. to 'CCC+' from 'B'. At the same time, Standard
& Poor's lowered the senior secured rating on the company to 'B-'
from 'B+' and the subordinated debt rating to 'CCC-' from 'CCC+'.

The outlook is negative.

"The downgrade reflects significantly weaker-than-expected
profitability resulting from reduced sales volumes and higher raw
material costs, in turn a result of reduced liquidity and credit
ratios that are substantially below Standard & Poor's
expectations," said credit analyst Martin S. Kounitz.


HOST MARRIOTT: Reports Improved Fourth Quarter & FY 2003 Results
----------------------------------------------------------------
Host Marriott Corporation (NYSE: HMT), the nation's largest
lodging real estate investment trust (REIT), announced results of
operations for the fourth quarter and for the year ended December
31, 2003. Fourth quarter and full year results include the
following:

    *  Revenues were $1,092 million and $3,448 million for the
       fourth quarter and full year 2003, respectively, as
       compared to $1,128 million and $3,516 million for the
       fourth quarter and full year 2002, respectively.

    *  Net income was $150 million and $14 million for the fourth
       quarter and full year 2003, respectively, as compared to a
       net loss of $3 million and $16 million for the fourth
       quarter and full year 2002, respectively. Net income for
       the 2003 fourth quarter includes a $24 million gain from
       the cumulative effect of a change in accounting principle.
     
    *  Earnings (loss) per diluted share was $.46 and $(.07) for
       the fourth quarter and full year 2003, respectively, as
       compared to a loss per diluted share of $(.04) and $(.19)
       for the fourth quarter and full year 2002, respectively.

    *  Funds from Operations (FFO) per diluted share, were $.53
       and $.99 for the fourth quarter and full year 2003,
       respectively, as compared to FFO per diluted share of $.36
       and $1.09 for the fourth quarter and full year 2002,
       respectively.

    *  Adjusted EBITDA, which is Earnings before Interest Expense,
       Income Taxes, Depreciation, Amortization and other items,
       was $222 million and $709 million for the fourth quarter
       and full year 2003, respectively, as compared to $270
       million and $851 million for the fourth quarter and full
       year 2002, respectively.

    *  Quarterly and full year results for 2003 were significantly
       affected by several transactions, including the settlement
       of the insurance claims for the New York Marriott World
       Trade Center hotel.  As a result of the settlement, the
       Company recorded a gain of approximately $212 million,
       which is comprised of $156 million in post-2003 business
       interruption proceeds and $56 million from the disposition
       of the hotel.  

                     Operating Results

Comparable hotel RevPAR for the fourth quarter decreased 1.0% and
comparable hotel operating profit margins declined two percentage
points when compared to the fourth quarter of 2002. The Company's
fourth quarter comparable hotel RevPAR decrease was the result of
a slight decrease in both occupancy and average room rate. Full
year 2003 comparable hotel RevPAR declined 4.2% (comprised of a
1.9% decline in average room rate and a decrease in occupancy of
1.6 percentage points), while comparable hotel operating profit
margins declined three percentage points as compared to full year
2002.

Christopher J. Nassetta, president and chief executive officer,
stated, "We were pleased to finish a demanding year with improving
fourth quarter trends. Our comparable hotel RevPAR results have
steadily improved since the second quarter, particularly for our
downtown and urban properties, which had a slight overall increase
in comparable hotel RevPAR in the fourth quarter. We expect
further improvements to occur in 2004, as lodging demand continues
to strengthen."

                        Balance Sheet

Primarily as a result of the uncertain operating environment in
2003, the Company focused on maximizing its liquidity and
financial flexibility. As of December 31, 2003, the Company had
$764 million in cash and cash equivalents and $250 million of
availability under its credit facility.

During 2003, the Company completed the sale of eight non-core
properties for total proceeds of approximately $190 million. These
sales, combined with the insurance settlement proceeds of
approximately $372 million from the New York Marriott World Trade
Center Hotel and New York Financial Center Marriott, have enabled
the Company to repay or redeem a total of approximately $470
million of debt in 2003 and January 2004 ($208 million in 2003 and
$262 million in January 2004). The Company also completed the sale
of four additional properties during January 2004 for total
proceeds of approximately $80 million and expects to complete the
sale of two additional properties by the end of the first quarter.
Proceeds from these sales are expected to be used to repay debt,
acquire new properties, or for other corporate purposes. To the
extent the proceeds are used to repay debt, the Company expects to
incur certain charges consisting of call premiums and accelerated
deferred financing costs.

W. Edward Walter, executive vice president and chief financial
officer, stated, "We aggressively managed our balance sheet in
2003, thereby reducing our overall leverage and average interest
rate, as well as increasing our financial flexibility. These steps
have positioned us to take advantage of opportunities that may
arise in the future, including acquiring assets that fit our
target profile. After the repayment of debt in January 2004, we
have approximately $500 million in cash, a significant portion of
which has been designated for acquisitions and investments in our
existing portfolio."

                       2004 Outlook

The Company expects comparable hotel RevPAR for full year 2004 to
increase approximately 3% to 4%, with margins relatively unchanged
from 2003. Based upon this guidance, the Company estimates that
for 2004 its:

    *  diluted loss per common share should be approximately $.14
       to $.12 for the first quarter and $.35 to $.30 for the full
       year;

    *  net loss should be approximately $34 million to $28 million
       for the first quarter and $77 million to $63 million for
       the full year;

    *  FFO per diluted share should be approximately $.10 to $.12
       for the first quarter and $.59 to $.64 for the full year
       (including $11 million, or $.03 per diluted share for the
       first quarter and $29 million, or $.09 per diluted share
       for the full year related to charges for call premiums and
       accelerated deferred financing costs for debt expected to
       be repaid) and

    *  Adjusted EBITDA should be approximately $700 million to
       $715 million for the full year.

Based on the taxable income generated by the New York Marriott
World Trade Center hotel insurance settlement, the Company expects
to be able to pay dividends on its preferred stock for the first
three quarters of 2004. It is unlikely, however, that the Company
will pay a meaningful dividend on its common shares in 2004.
Although the Company has more than adequate liquidity, payment of
the fourth quarter dividend will depend on, among other things,
results of operations and limitations in the Company's senior
notes indenture and credit facility. The indenture and credit
facility restrict the payment of dividends when the Company's
EBITDA to interest coverage ratio is below 2.0 to 1.0, except to
the extent required to maintain our status as a REIT.

Mr. Nassetta noted, "We have seen a number of positive signs both
in the economy and in our business. We expect to take full
advantage of the recovery as the long term strength inherent in
lodging industry fundamentals begins to take effect. We believe
that a disciplined approach to capital allocation will continue to
provide opportunities to increase shareholder value now and in the
future."

Host Marriott (S&P, B+ Corporate Credit Rating, Stable) is a
Fortune 500 lodging real estate company that currently owns or
holds controlling interests in 113 upscale and luxury hotel
properties primarily operated under premium brands, such as
Marriott, Ritz-Carlton, Hyatt, Four Seasons, Westin and Hilton.
For further information, go to http://www.hostmarriott.com/


INFECTECH: Pa. Court Dismisses Involuntary Bankruptcy Petition
--------------------------------------------------------------
Infectech, Inc. (Pink Sheets: IFEC) received notification of an
order granting fees and costs which the company incurred in
obtaining a dismissal of an involuntary petition which had been
brought by three insiders.

The U.S. Bankruptcy Court for the Western District of Pennsylvania
entered a judgment of $18,500 jointly and severally against the
petitioners Paul Tanner, Carl Shardy and Robert A. Ollar.
Infectech management contended that this was a bad faith filing
with the sole intent of private gain by the insiders, and the
company believes that this ruling further corroborates that
contention.

Infectech, Inc., a biotechnology/genomics company, became a
publicly traded company in April 1999. The company specializes in
the research, development and production of laboratory kits used
in the rapid identification and antibiotic testing of disease-
causing pathogens. The company's patents span the identification
and antibiotic sensitivity testing of 34 disease- causing
bacteria, including Tuberculosis, Pseudomonas, M. avium and
Nocardia. These bacteria are cited as a prominent cause of death
in patients with cancer, cystic fibrosis, and AIDS, as well as in
patients undergoing surgery. Infectech, Inc. is majority-owned by
Nutra Pharma Corp. (OTC Bulletin Board: NPHC) The company's web
site is http://www.infectech.com/  


IPSCO INC: S&P Cuts Credit Rating to BB Citing Poor Profitability
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on steel
producer IPSCO Inc., including the long-term corporate credit
rating, which was lowered to 'BB' from 'BB+'. At the same time,
Standard & Poor's lowered its rating on the company's 5.5%
cumulative redeemable first preferred shares to 'B' from
'B+'. The downgrade affects about US$425 million in unsecured
debt. The outlook is stable.

The downgrade is the result of the company's persistently weak
profitability and cash flow, as well as its aggressive capital
structure amid difficult operating conditions in the North
American steel minimill sector. Although the company's revenues
are expected to increase with the general improvement in steel
market conditions, higher input costs stemming from currently
tight scrap steel supplies could limit profit and cash flow
growth.

The ratings on Regina, Sask.-based IPSCO reflect its below-average
business position, which is characterized by a weak market
position and a fair cost position. IPSCO, a mid-size participant
in the challenging minimill segment of the North American steel
industry, maintains good shares in its chosen niches and a good
competitive position relative to its peers, but it remains
vulnerable to swings in the cyclical steel market. IPSCO's
performance is affected primarily by external factors, such as
general economic activity that drives the steel plate and coil
market or oil and gas drilling activity in western Canada that
drives the market for tubular goods.

"The company's expansion in the past five years, which has doubled
its capacity and total debt, gives it a good base of efficient,
modern assets that produce fairly stable margins, but has also
increased leverage and dampened cash flow protection during a
period of volatile prices for North American steel," said Standard
& Poor's credit analyst Don Marleau.

Demand and prices for plate and coil steel have been exceptionally
strong so far in 2004, while demand has been consistently good for
the company's oil country tubular goods products. Nevertheless,
the North American steel industry remains highly cyclical, and the
financial performance of virtually all market participants would
be negatively affected during a downturn. With very high steel
prices and the addition of scrap surcharges, as well as an 8%
increase in volume, IPSCO's revenue is expected to increase more
than 20% in 2004, although this will be offset somewhat by sharply
higher scrap input costs. IPSCO's very low degree of integration
is characterized by heavy reliance on open markets for its steel
scrap and commodity steel requirements, although the company
maintains some cost flexibility by feeding its downstream
operations with internally or externally sourced steel.

Difficult operating conditions have resulted in financial
performance that has been weak for the ratings, although strong
prices in 2004 should improve the company's profitability and cash
flow protection and result in positive free cash generation. With
cash on hand of US$130 million, the company plans to redeem at par
its US$98.7 million 5.5% cumulative redeemable first preferred
shares, which will reduce ongoing debt-service requirements.

The stable outlook reflects Standard & Poor's expectation that
IPSCO's financial performance should move with the volatile
business conditions of the North American steel industry,
particularly in the plate and coil and OCTG markets. The recent
completion of its major capital expenditure program should allow
the company to generate positive free cash flow to reduce debt and
improve its financial profile.


IPSCO INC: Airs Comments on Standard & Poor's Rating Downgrades
---------------------------------------------------------------    
IPSCO Inc. (NYSE: IPS; Toronto) reported that Standard & Poor's
lowered their ratings on IPSCO's debt securities, citing past
demand weakness for IPSCO's core products.

"While we were surprised by the timing of this rating decision, we
understand the change was based on past results from a very
challenging period in our markets and during our peak building
periods," said Bob Ratliff, Vice President and Chief Financial
Officer.  "Ratings based on the low point of cyclical businesses
are virtually always conservative.  However, this change comes at
a time when IPSCO's market positions have never been stronger.  We
turned the corner months ago with all of our new steelworks
performing exceptionally well and we are generating positive free
cash flow.  We are not expecting a down turn anytime soon."

IPSCO agrees with Standard and Poor's assessment that "Strong
prices in 2004 should improve the Company's profitability and cash
flow protection, which combined with the completion of its capital
expenditure program, should result in positive free cash
generation."  In addition, the agency correctly stated that "Debt
maturities in the next few years are moderate and should be
retired through positive free cash flow from operations, given
that capital expenditure requirements will be low."

The corporate credit and senior unsecured debt ratings were
lowered by Standard & Poor's from BB+ to BB.  Standard & Poor's
states that the outlook is stable.  The preferred stock rating was
reduced to B from B+.  IPSCO has stated it intends to redeem the
preferred stock in May, and has more then adequate cash to cover
that redemption.  IPSCO continues to exceed all of its financial
covenants under its current outstanding financing arrangements,
and the ratings will not result in additional finance expenses
under these facilities.

For further information on IPSCO, please visit the company's web
site at http://www.ipsco.com/


JOHN V HAYS TRUST: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: John V. Hays Trust
        John V. Hays, Trustee
        P.O. Box 10
        Unity, Oregon 97884

Bankruptcy Case No.: 04-30626

Chapter 11 Petition Date: January 28, 2004

Court: District of Oregon (Portland)

Judge: Trish M. Brown

Debtor's Counsel: Robert J. Vanden Bos, Esq.
                  Vanden Bos & Chapman LLP
                  319 South West Washington #520
                  Portland, OR 97204
                  Tel: 503-241-4869

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Billy and Joanne Long         Loan                       $50,000

Locke, Liddell & Sapp LLP     Legal Services             $40,000

New Holland Credit Co.        Trade Debt                 $27,000

Moore, Smith, Buxton &        Legal Services             $20,000
Trurke

Mike Garchar                  Accounting                 $10,000

Midland Credit Management     Trade Debt                  $4,195

State Farm Insurance Co.      Trade Debt                    $900

Cam Credits Inc.              Trade Debt                    $680


JORDAN IND: Senior Debt Exchange Prompts S&P's SD Credit Rating
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
rating on Jordan Industries Inc. to 'SD' following the company's
exchange of its $275 million of 10-3/8% senior unsecured notes due
in 2007 for a lesser principal amount of new 13% senior secured
notes due in 2007.

"The 'SD' rating, or selective default, reflects the view that the
exchange is considered to be a coercive exchange tantamount to a
default," said Standard & Poor's credit analyst John Sico.

At the same time, the ratings on the unsecured notes were lowered
to 'D' as a result of the exchange. The company, however, made the
interest payment that was due on these notes on Feb. 1, 2004.

At the same time, the 'CCC-'ratings on Jordan Industries Inc.'s
$95 million 11.75% notes due in 2009 were placed on CreditWatch
with negative implications on concerns over the company's ability
to meet a cash interest payment due on April 1, 2004. The 'B-'
senior secured bank loan rating on the company's amended $95
million secured credit facility is affirmed and not placed on
CreditWatch.

Jordan Industries has been experiencing significantly weak
operating conditions and has tight liquidity. The Deerfield, Ill.-
based company had about $500 million in rated debt before the
exchange offer.

At the same time, Standard & Poor's affirmed all of its ratings on
separately rated Kinetek Inc. (B/Negative/--), a wholly owned,
nonrestricted subsidiary of Jordan Industries, including its $270
million 10.75% notes due in 2006, as the company is current on its
obligations and is expected to meet its cash interest obligations
due on May 15, 2004. The exchange offer for the Jordan notes has
no effect on the ratings on Kinetek.

The ratings on Kinetek are differentiated from its parent Jordan
Industries Inc. because of its separate financial structure,
including separate public debt and bank agreements that place
extremely tight restrictions on the company's ability to incur
additional indebtedness, create liens, make restricted payments,
engage in affiliate transactions or mergers and consolidations,
and make asset sales. In addition, Kinetek is a non-restricted
subsidiary of Jordan Industries, and there are no cross-defaults
or any cross-guarantees with the parent's debt obligations.

"We believe that Kinetek is sufficiently cordoned-off from Jordan
in the event of a potential bankruptcy filing of its parent," Mr.
Sico said.

Standard & Poor's will review Jordan's plans to meet its upcoming
debt service obligations before taking any further rating actions.
Standard & Poor's will assign a new corporate credit rating at the
conclusion of its review.

Jordan Industries, Inc., is a private holding company with
interests in Jordan Auto Aftermarket; Kinetek, Inc.; Jordan
Specialty Plastics; Specialty Printing and Labeling Group; Cape
Craftsmen, Inc.; Welcome Home, Inc.; GramTel USA; SourceLink,
Inc.; Flavor & Fragrance Group; Healthcare Products Group;
Lakeshore Staffing, Inc.; and Signature Graphics, Inc.  Founded in
1988, Jordan has acquired over 90 companies around the world
producing revenue in excess of $1 billion per year.  See
http://www.jordanind.com/


KAISER: Receives Go-Signal for Distressed Pension Plan Termination
------------------------------------------------------------------
The Kaiser Aluminum Debtors ask the U.S. Bankruptcy Court,
overseeing its Chapter 11 cases, to:

   (a) determine that the financial requirements for a "distress
       termination" of the Pension Plans covering their hourly
       and union employees under 29 U.S.C. Section 1341(c)(2)(B)
       are satisfied;

   (b) approve the termination of the Pension Plans under
       29 U.S.C. Section 1341(c)(2)(B) and Section 363(b) of the
       Bankruptcy Code, effective on the Court's approval of the
       rejection of the applicable collective bargaining
       agreements or as provided in any agreements reached with
       the affected unions; and

   (c) authorize the implementation of a replacement benefit plan
       under a defined contribution arrangement -- or other
       acceptable arrangement

The distress termination tests are:

   (a) The Liquidation Test

       An entity has filed, as of the proposed termination date,
       a petition seeking liquidation in a case under the
       Bankruptcy Code and the case has not, as of the proposed
       termination date, been dismissed, or a reorganization case
       is converted to a liquidation case as of the proposed
       termination date;

   (b) The Reorganization Test

       An entity has filed, as of the proposed termination date,
       a petition seeking reorganization in a case under the
       Bankruptcy Code, in which the case has not, as of the
       proposed termination date, been dismissed.  The entity
       should timely submit a copy of any requests for the
       approval of the Bankruptcy Court of the plan termination
       to the PBGC at the time the request is made, and the
       Bankruptcy Court determines, that, unless the plan is
       terminated, the entity will be unable to:

       -- pay all of its debts pursuant to a reorganization plan;
          and

       -- continue in business outside the Chapter 11
          reorganization process and approves the termination;

   (c) The Business Continuation Test

       An entity demonstrates to the satisfaction of the PBGC
       that, unless a distress termination occurs, the entity
       will be unable to pay its debts when due and will be
       unable to continue in business; or

   (d) The Pension Costs Test

       An entity demonstrates to the satisfaction of the PBGC
       that the costs of providing pension coverage have become
       unreasonably burdensome to the entity, solely as a result
       of a decline of its workforce covered as participants
       under all single-employer pension plans for which it is a
       contributing sponsor.

The Debtors propose to terminate the Pension Plans pursuant to
the "Reorganization Test".

                          *     *     *

Judge Fitzgerald finds that the Debtors satisfied the
Reorganization Test under Section 4041(c)(2)(B)(ii)(IV) of the
ERISA.  Accordingly, Judge Fitzgerald authorizes the Debtors to
terminate:

   * the Kaiser Aluminum Pension Plan,
   * the Kaiser Aluminum Sherman Pension Plan,
   * the Kaiser Aluminum Tulsa Pension Plan, and
   * the Kaiser Aluminum Bellwood Pension Plan

The Debtors have withdrawn their request with respect to the
Kaiser Center Garage Pension Plan.

The termination of the Pension Plans is subject to the PBGC's
determination that all other requirements under 29 U.S.C. Section
1341(c) have been met, including the filing with the PBGC and
service on all affected parties of a Notice of Intent to
Terminate the applicable Pension Plan.  The Termination Order
will not be effective until the order approving the agreements to
modify the Collective Bargaining Agreements and the Retiree
Benefits becomes effective.

The Court will not approve the termination of the Kaiser Aluminum
Inactive Pension Plan and the Kaiser Aluminum Los Angeles
Extrusion Pension Plan unless and until it enters an order
approving an agreement modifying to the extent necessary, or
rejecting, the applicable bargaining agreements and then the
approval for termination will be effective pursuant to that
order.

The Court authorizes the Debtors to implement their replacement
plans agreed upon with the United Steelworkers of America, AFL-
CIO-CLC and the International Association of Machinists &
Aerospace Workers and a similar defined contribution plan for
salaried employees, pursuant to Section 363(b) of the Bankruptcy
Code, effective as of the dates on which each of the Pension
Plans are terminated or at another date to which the Debtors and
the USWA or the IAM might agree.

The PBGC may evaluate and challenge any "Replacement Plans" in
connection with its policy regarding abusive follow-on plans.

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)  


KMART: Third Avenue Expresses Support of Co.'s Strategic Direction
------------------------------------------------------------------
Martin J. Whitman, Chairman of the Board of Third Avenue Trust and
Co-Chief Investment Officer of Third Avenue Management LLC (TAM),
a significant shareholder of Kmart Holding Corporation (Nasdaq:
KMRT), said, "Third Avenue remains completely supportive of
Kmart's strategic direction and is very pleased with the progress
Kmart's management team and associates have achieved in improving
the operations and profitability of Kmart. Indeed, Kmart's future
seems bright as a going concern. In the ten months since emerging
from bankruptcy, Kmart has attracted a talented group of senior
executives with the capability to re-establish Kmart as a leading
retailer."

Mr. Whitman was responding to an article in Pensions and
Investments magazine that mischaracterized comments made by
Michael Winer, Portfolio Manager for the Third Avenue Real Estate
Value Fund (TAREX). The substance of this article was subsequently
picked up by other news organizations. The comments attributed to
Mr. Winer were taken out of context and misconstrued. Mr. Winer's
comments in Pension and Investments concerned the potential value
of Kmart's real estate assets only, and they do not represent Mr.
Winer's views about the future path to be taken by Kmart. The
views represented in the article concerning the future of Kmart in
no way represent the views nor reflect the input of anyone at
Third Avenue, including Mr. Whitman, Brandon Stranzl, a Portfolio
Manager with Third Avenue who is also a Director of Kmart, and Mr.
Winer himself.

Pensions and Investments is expected to include a correction in
the March 9, 2004 issue.

Third Avenue Management LLC ("TAM") offers investment advisory
services to mutual funds and sub-advised portfolios, as well as to
private and institutional clients.

     Third Avenue Value Fund: TAVFX
     Third Avenue Small-Cap Value Fund: TASCX
     Third Avenue Real Estate Value Fund: TAREX


MANDALAY RESORT: Q4 and Year-End Conference Call Set for March 4
----------------------------------------------------------------
Mandalay Resort Group (NYSE: MBG) will announce its fourth quarter
and year-end earnings on March 4, 2004.

The company will conduct a conference call via telephone and
Webcast on March 4, at 1:30 p.m. Pacific Time.  The call will be
broadcast live via the Internet at http://www.ccbn.com/

A recording of the conference call will be available on the
company's website at http://www.mandalayresortgroup.com/
from 3:30 p.m. Pacific Time on March 4, 2004 through 3:30 p.m.
Pacific Time on March 9.  Those parties interested in listening to
the conference call via telephone should dial 706-758-2506.  A
telephone replay of the conference call will be available
beginning at 3:30 p.m. Pacific Time on March 4 and ending at 3:30
p.m. Pacific Time on March 9.  To access the rebroadcast, please
dial 800-633-8284 for domestic calls or 402-977-9140 for
international calls and enter code 21186340.

Mandalay Resort Group (S&P, BB+ Corporate Credit Rating, Stable)
owns and operates 11 properties in Nevada:  Mandalay Bay, Luxor,
Excalibur, Circus Circus, and Slots-A-Fun in Las Vegas; Circus
Circus-Reno; Colorado Belle and Edgewater in Laughlin; Gold Strike
and Nevada Landing in Jean and Railroad Pass in Henderson.  The
company also owns and operates Gold Strike, a hotel/casino in
Tunica County, Mississippi.  The company owns a 50% interest in
Silver Legacy in Reno, and owns a 50% interest in and operates
Monte Carlo in Las Vegas.  In addition, the company owns a 50%
interest in and operates Grand Victoria, a riverboat in Elgin,
Illinois, and owns a 53.5% interest in and operates MotorCity in
Detroit, Michigan.


MCMORAN EXPLORATION: Pioneer Global Reports 13.37% Equity Stake
---------------------------------------------------------------
Pioneer Global Asset Management S.p.A., of Italy, beneficially
owns 2,580,349 shares of the common stock of McMoRan Exploration
Company, with sole powers to vote and/or dispose of the shares.  
The total stock held represents 13.37% of the outstanding common
stock of McMoRan.

McMoRan Exploration Co. is an independent public company engaged
in the exploration, development and production of oil and natural
gas offshore in the Gulf of Mexico and onshore in the Gulf Coast
area. Additional information about McMoRan is available at:
         
                       http://www.mcmoran.com/   

At September 30, 2003, McMoRan Exploration's balance sheet shows a
total shareholders' equity deficit of about $65 million.


MEDCOMSOFT INC: December 2003 Balance Sheet Upside-Down by $1.7MM
-----------------------------------------------------------------
MedcomSoft Inc. (TSX - MSF) announced financial and operating
results for its second fiscal quarter ended December 31, 2003.

          Overview of the Second Quarter Activities

During this second quarter of fiscal 2004, MedcomSoft experienced
its industry's usual slowdown around the holiday season, however,
continued to make progress in rebuilding its new foundation for
growth. Revenues for the quarter were 44% higher than in the same
quarter of the last fiscal year and were consistent with the
growth experienced in the first quarter of the current fiscal
year. Among the highlights for this quarter:

    -  The Company successfully added several new business
       alliance partners such as Gateway, Intel, and MBS;

    -  Sold and implemented several strategic reference accounts
       in California, Texas, Nebraska, and Ohio; and

    -  Released a new version (1.4) of its flagship product
       MedcomSoft Record and announced several new additions to
       its EMR product suite scheduled for release in the third
       and fourth quarters of the current fiscal year.

                           Highlights

Revenue for the quarter was $205,506 compared to $142,855 for the
second quarter last year representing an increase of 44%. For the
quarter, the gross margin was $197,362 or 96% of revenue compared
to $136,600 or 96% of revenue for the second quarter in the prior
year. Revenues recognized during the quarter included $58,797 from
utilization fees in Canada and the remainder was attributed to the
sale of MedcomSoft Record licenses and related services in the
United States. Not included in revenues during the quarter are
customer charges for recurring annual software maintenance which
have been invoiced during the quarter.

Loss from operations in the second quarter was $319,104 compared
to a loss from operations of $481,313 in the second quarter of
last year. The Company incurred a net loss after tax in the second
quarter of $286,743 or $0.01 per common share, compared to a net
income after tax $3,489 or $0.00 per share for the second quarter
of last year. However, during the second quarter of last year, the
Company recorded, as a reduction of expenses, $483,333 relating to
an agreement reached during the quarter with an Australian company
to terminate and release each other from all obligations under
certain software license agreements, compared to $nil in the
second quarter of the current year.

The company's Dec. 31, 2003, balance sheet discloses a net capital
deficit of about $1.7 million.

At December 31, 2003 cash and short-term investments were $86,831
compared to $70,208 at the June 30, 2003 year-end. Overall current
assets increased to $305,785 as at December 31, 2003 compared to
$174,116 at the year-end and current liabilities decreased to
$2,028,243 as at December 31, 2003 compared to $2,288,299 at the
year-end.

Long-term debt as at December 31, 2003 reflects the outstanding
convertible debentures of $195,027 and the long-term portion of
capital lease obligations of $8,709 compared to $221,057 and $nil
respectively at the year-end.

As at December 31, 2003, the Company reduced its capital
deficiency to $1,730,564, compared to a capital deficiency of
$2,129,615 at the year-end.

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. 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.


MESA AIR: Ed Wegel Comes Aboard as Senior VP -- Corporate Planning
------------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) named Ed Wegel to the position
of Senior Vice President -- Corporate Planning. Mr. Wegel will
focus on business development, including acquisitions,
divestitures, restructurings and new corporate opportunities.

"We are delighted to have Ed join Mesa. I have known Ed for over a
decade and his broad experience and outstanding track record in
the airline industry will help Mesa develop and implement its
growth strategy moving forward," said Jonathan Ornstein, Mesa's
Chairman and Chief Executive Officer.

Ed comes to Mesa with over 18 years of experience in the airline
industry. He began his aviation career in 1985 at Eastern Airlines
where he worked on the finance, operations and marketing staffs.
In 1987 he moved to Shearson Lehman Brothers where he specialized
in aircraft finance, working with a number of US and foreign
airlines. In 1991 he participated as a co-founder in the start-up
of Atlantic Coast Airlines where he served on the board for six
years. Ed also served as Senior Vice President-Corporate Finance
of Atlantic Coast from 1991 to 1994.

In 1995 Ed led an investment group in the privatization of BWIA,
the national airline of Trinidad and served as the airline's
President and Chief Operating Officer in 1995 and 1996. In 1997 Ed
participated in the acquisition of Chautauqua Airlines, a regional
airline in the US operating for US Airways and served as the
airline's Chief Executive Officer from 1998-1999. Since 1999 Ed
has been a consultant to the airline industry working on such
projects as advising the trustee in the bankruptcy of Tower
Airlines and advising several major investment funds on their
airline industry investments.

Wegel is a graduate of the United States Military Academy at West
Point and the University of N. Colorado with an MBA in Finance.

Mesa currently operates 162 aircraft with over 1,000 daily system
departures to more than 150 cities, 42 states, the District of
Columbia, Canada, Mexico and the Bahamas. It operates in the West
and Midwest as America West Express; the Midwest and East as US
Airways Express; in Denver, Los Angeles, and Chicago as United
Express; in Kansas City with Midwest Airlines and in New Mexico
and Texas as Mesa Airlines. The Company, which was founded in New
Mexico in 1982, has approximately 4,400 employees. Mesa is a
member of the Regional Airline Association and Regional Aviation
Partners. For more information, go to http://www.mesa-air.com/


METROPOLITAN MORTAGE: William Romney to Lead Restructuring Efforts
------------------------------------------------------------------
Metropolitan Mortgage & Securities Co., Inc., formed a
Reorganization Committee charged with the task of overseeing the
reorganization of the company.

Members of the Reorganization Committee will include William
Smith, President of Summit and Chief Financial Officer for both
Summit and Metropolitan; Metropolitan Mortgage legal counsel,
Michael Agostinelli and Lynn Ciani; Dale Whitney, President of
separate affiliated insurance companies Western United Life
Assurance Company, Old Standard Life Insurance Company and Old
West Annuity & Life Insurance Company; and William S. Romney, of
Alvarez & Marsal, who, Smith announced, will be the new Chief
Restructuring Officer ("CRO") for Metropolitan Mortgage, subject
to Bankruptcy Court approval of that appointment.

"Our actions are the result of extensive consultations and
cooperation with the company's creditors," said Smith, "and by
taking these steps, we believe we are moving forward in our
efforts to successfully emerge from Chapter 11 and provide the
maximum value to those creditors."

Smith reported that Romney is a senior director at Alvarez &
Marsal, one of the world's premier corporate restructuring, crisis
management and creditor advisory firms. The appointment was the
culmination of a nationwide search conducted by certain directors
and officers of Metropolitan Mortgage which began in January 2004.

Romney has over 20 years of financial restructuring experience,
including numerous financings for public and private companies in
the United States, Mexico and South America. Smith said he will
continue to serve as Metropolitan Mortgage's Chief Financial
Officer and as President and Chief Financial Officer of Summit
Securities, Inc.

In light of these actions and to permit the company to reorganize
for the benefit of the company's creditors, each member of the
Metropolitan Mortgage Board of Directors has agreed to resign. The
director's resignations will be effective upon Bankruptcy court
approval of the appointment of Mr. Romney to the position of CRO.

In addition, Metropolitan Mortgage reported that Irv Marcus,
Metropolitan Mortgage Chairman, President and CEO, and Steve
Corker, Metropolitan Chief Administrative Officer, have resigned
from those positions with Metropolitan Mortgage, which positions
they accepted on January 27, 2004, in order to allow the
Reorganization Committee and CRO to undertake the reorganization
of the company. By resigning those positions, both Mr. Marcus and
Mr. Corker will forgo their future salary.

Metropolitan Mortgage also reported that Irv Marcus has further
resigned as Chairman of the Board and as a director of
Metropolitan Mortgage and all its subsidiaries for which Mr.
Marcus served as a director, including Metropolitan Mortgage's
insurance subsidiary.

Smith also reported that attorneys for the two affiliated
companies filed an amended notice of their intent to compensate
insiders with the U.S. Bankruptcy Court for Eastern Washington
which supplemented the previously filed notice.

Based in Spokane, Washington, Metropolitan Mortgage & Securities
Co., Inc. is into the business of Insurance and Annuity
Operations. It, along with Summit Securities Inc., filed for
Chapter 11 protection (Bankr. E.D. Wash. Case No.: 04-00757) on
February 4, 2004. Bruce W. Leaverton, Esq. of Lane Powell Spears
Lubersky LLP and Doug B. Marks, Esq. of Elsaesser, Jarzabek,
Anderson, Marks, Elliot & McHugh represent the Debtors in their
restructuring efforts. As of petition filing date, Metropolitan
Mortgage listed assets of $420,815,186 and debts of $415,252,120.


MGM MIRAGE: Fitch Affirms BB+ Rating on Senior Secured Notes
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' senior secured notes issued
by MGM MIRAGE. The ratings reflect MGG's market leading assets,
significant discretionary free cash flow, and visible growth
prospects. Offsetting factors include MGG's limited geographic
diversification, potential competitive impact of Wynn Resort on
Las Vegas results in 2005 and continued risk that cash flow will
be directed toward share repurchases and/or other investment
opportunities rather than further capital structure strengthening.
(MGG currently has a number of capital projects on the agenda
which are not yet captured in the capital budget). Approximately
$5.75 billion is affected by this rating action. The Rating
Outlook is Stable.

As expected, MGG's 2004 capital spending budget has been expanded
to a hefty $700 million from already high guidance of $550 million
(or flat with 2003 levels). Most of the increase relates to
projects at MGM Grand, including a room remodel, several new
restaurants and a new lounge by second-quarter 2004 (2Q'04). Other
major capital projects scheduled for completion in 2004 are also
Strip-focused, including the new Cirque theater, the Bellagio room
renovation, Treasure Island amenities, and the new Spa Tower at
Bellagio. Fitch views these actions positively, and in line with
the company's strategy of maintaining the highest quality
collection of Strip assets. Nonetheless, the expenditures are
somewhat defensive in nature, and strong returns may not
materialize given the impending opening of Wynn Resort in 2005.
MGG's Las Vegas portfolio could be particularly vulnerable to the
new luxury casino given its pre-eminence in high end play. Capital
spending will largely exhaust free cash flow in 2004, but share
repurchases cannot be ruled out. MGG bought back $443 million
worth of its common shares in 2003, largely with debt, and still
has roughly 8 million shares remaining under its current
authorization.

At year-end 2003, MGG had had total long term debt of roughly $5.6
billion (versus $5.24 billion at Sept. 30) and cash of $177
million. Fitch estimates that leverage stood at 4.8 times (x),
with interest coverage of 3.4x. Based on current capital budget
plans and asset sales for 2004 (including recently announced sale
of MGG's Australian property for $150 million), Fitch estimates
that MGG will have the capacity to reduce leverage to below 4.5x
by FYE 2004, given projected EBITDA increases of 5-8%.
Nonetheless, given MGG's propensity for share repurchases, and the
vast number of the projects in the pipeline which are not yet
included in the capex budget (UK Gaming, Macau, Detroit permanent
facility), material deleveraging is unlikely. EBITDA growth
projections reflect the benefit of substantial capex invested in
Las Vegas in 2003 and 2004 as well as recent strong RevPAR growth
trends on the Las Vegas Strip. Fitch recognizes the discretionary
nature of MGG's substantial cash flow as a strong credit positive,
providing leeway for the company to cutback capex in the event
that EBITDA growth does not meet projections.

Liquidity remains solid and access to capital is very strong. In
addition to the subject issuance, the company implemented a new
$2.5 billion credit facility in November and issued $600 million
of senior notes in September 2003. Pro forma for the current
issuance, Fitch estimates that MGG has $1.1 billion in
availability under its revolving credit facilities and $177
million in cash.


MIRANT: Deutsche Bank Resigns as Mirant Trust I Indenture Trustee
----------------------------------------------------------------
Deutsche Bank Trust Company Americas has resigned as the property
trustee under the Amended and Restated Trust Agreement governing
the 6-1/4% Convertible Trust Preferred Securities Certificates
issued by Mirant Trust I and backed by Subordinated Notes due
2030 originally issued by Southern Energy, Inc.  Deutsche Bank
solicited consents from the Preferred Shareholders to appoint
Law Debenture Trust Company of New York as successor trustee.  In
the event a majority of the preferred shareholders don't consent,
Deutsche Bank indicated it would ask the Bankruptcy Court to
ratify Law Debenture's appointment as successor indenture trustee.  
(Mirant Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MTS INCORPORATED: Court Schedules Combined Hearing for March 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware schedules
the combined hearing to consider the adequacy of MTS, Incorporated
and its debtor-affiliates' Disclosure Statement.  Thereafter, the
hearing to confirm the Plan of Reorganization will follow.

The combined hearing will be held on the 6th Floor of the United
States Bankruptcy Court for the District of Delaware, 824 Market
Street, Wilmington, Delaware 19801 before the Honorable Peter J.
Walsh on March 15, 2004, at 11:30 a.m.

Objections to the adequacy of the Disclosure Statement and
confirmation of the Prepackaged Plan must be received on or before
March 8, 2004, by:

   i) the Office of the United States Trustee
      844 N. King Street, Wilmington Delaware 19801;

  ii) Counsel for the Debtors
      O'Melveny & Myers LLP
      400 S. Hope St., Los Angeles, California 90071
      Attn: Stephen Warren, Esq.
      Austin Barron, Esq.
      Christopher Morris, Esq.;

iii) Counsel for the Debtors
      Richards Layton & Finger
      One Rodney Square
      P.O. Box 551, Wilmington, Delaware 198990551
      Attn: Mark D. Collins;

  iv) Counsel to Unofficial Noteholders' Committee
      Akin Gump Strauss Hauer & Feld LLP
      2029 Century Park East, Suite 2400
      Los Angeles California 90067
      Attn: Peter J. Gurfein; and

   v) Counsel to Counsel to the Unofficial Committee
         of Music and Video Vendors
      Morgan Lewis & Bockius, 1701 Market Street
      Philadelphia, Pennsylvania 19103
      Attn: Michael Bloom, Esq.

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: Boston Regional Wants Claims Estimated for Voting
----------------------------------------------------------------
Boston Regional Medical Center, Inc. and the Official Unsecured
Creditors' Committee for the bankruptcy estate of Boston Regional
Medical Center, Inc., ask Judge Calhoun to estimate the BRMC Claim
for purposes of voting on, establishing reserves under, and
determining the feasibility of the National Century Debtors'
Fourth Amended Joint Plan of Liquidation.  

According to Harold B. Murphy, Esq., at Hanify & King, in Boston,
Massachusetts, BRMC has two claims against the Debtors:

   (a) Pursuant to bankruptcy and non-bankruptcy law and the sale
       and subservicing agreement between BRMC and certain of the
       Debtors, BRMC has a secured or trust claim against funds
       held by BRMC and certain reserve accounts maintained by
       NPF XII; and

   (b) BRMC has non-priority unsecured claims against certain of
       the Debtors.

                     BRMC's Secured Claim

BRMC's secured claim against the funds in its possession arises
from its rights of set-off with respect to those funds.  Mr.
Murphy points out that the claim is easily estimated as it is
limited to the amount currently held by BRMC.  Based on the proof
of claim, BRMC's secured or trust claim against the Reserve
Accounts is not more than $12,000,000.  Hence, BRMC asks the
Court to allow its secured claim for voting purposes and all
other plan confirmation purposes in an amount equal to the funds
in BRMC's possession, plus the $12,000,000 claim against the
Reserve Accounts.

BRMC also asks the Court to compel the Debtors to establish a
distribution reserve for $12,000,000 from the funds in the
Reserve Accounts.  Mr. Murphy tells Judge Calhoun that this
reserve is required in order to protect BRMC's claims against the
Reserve Accounts.  According to the Disclosure Statement, on the
Effective Date, there will be approximately $231,000,000 in the
Reserve Accounts available for distribution.  BRMC's $12,000,000
claim against the Reserve Accounts would therefore constitute
approximately 5% of the total amount in the Reserve Accounts.
Neither the Debtors nor the Noteholders would be prejudiced by a
modest reserve of only 5% of the amount proposed to be
distributed.

                     BRMC's Unsecured Claim

Mr. Murphy recounts that all of BRMC's claims against the Debtors
were the subject of extensive litigation that occurred prior to
the Petition Date.  BRMC's non-priority unsecured claims against
the Debtors have, therefore, not yet been liquidated.  The total
unpaid claims against BRMC's bankruptcy estate are approximately
$42,000,000, and BRMC's non-priority unsecured claim cannot
exceed that amount.  There are in excess of $2,600,000,000 in
unsecured non-priority claims against the Debtors.  Mr. Murphy
relates that even if BRMC's non-priority unsecured claim were to
be allowed for $42,000,000, it would represent 1.5% of the total
non-priority claims against the Debtors.  Therefore, BRMC's non-
priority unsecured claim is not likely to effect the voting with
respect to whether two-thirds of the amount of non-priority
unsecured creditors vote in favor of the Plan.

BRMC's non-priority unsecured claim may have an effect on whether
one-half of the number of claims in their own classes vote in
favor of the Plan.  Thus, BRMC asks the Court to allow its non-
priority unsecured claim for voting purposes and all other plan
confirmation purposes for $42,000,000.  This will preserve BRMC's
rights, as it represents the highest possible claim that BRMC can
assert against the Debtors, but will not prejudice the Debtors
given that the amount of BRMC's claim, as opposed to the claim
itself, is not likely to be material to the confirmation process.

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)


NAVIGATOR: Vela Gas Investments Increases Asset Bid to $152.5MM
---------------------------------------------------------------
Vela Gas Investments Ltd., a subsidiary of Vela Financial Holdings
Ltd., has increased the cash portion of its bid for substantially
all of the assets of Navigator Gas Transport PLC and its
affiliated debtors, including five semi-refrigerated 22,000 cubic
meter liquefied gas carriers, from $143,000,000 to $152,500,000.

On January 27, 2003, Navigator filed for chapter 11 bankruptcy
protection in the United States Bankruptcy Court for the Southern
District of New York. On November 14, 2003, Vela and Navigator
entered into an Asset Purchase and Liability Assumption Agreement,
whereby Vela agreed to pay approximately $143,000,000 in cash,
issue a $5,000,000 note from parent Vela Financial to the holder
of a senior secured letter of credit, and assume certain contracts
and liabilities. The proposed transaction is subject to a court-
supervised bidding and auction process, and court approval. The
official committee of unsecured creditors in Navigator's cases has
filed a competing chapter 11 plan with the bankruptcy court.

Under Navigator's plan, it is estimated that Vela's increased bid
will increase the proposed recoveries of holders of the 10.5%
First Preferred Ship Mortgage Notes due 2007 from approximately
41% of the aggregate principal amount of $217,000,000 plus accrued
interest through January 27, 2003 to approximately 45%. Vela's
increased bid is documented by a modification of the Asset
Purchase and Liability Assumption Agreement filed with the
bankruptcy court last night. The modification, and the respective
plans of Navigator and the Committee, are available from the
bankruptcy court or by contacting any of the parties at the
telephone numbers listed above. Both plans are subject to
bankruptcy court approval.


NET PERCEPTIONS: Files Proxy Statement Supplement with SEC
----------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) announced that on Friday
afternoon, February 20, 2004, the Company's counsel received a
letter from counsel to the plaintiff in the pending Blakstad
litigation, requesting, as a "framework upon which we can reach
resolution without further litigation", that the Company make
various additional disclosures to stockholders in connection with
the upcoming special meeting of stockholders on March 12, 2004 to
consider and vote on a proposal to approve and adopt a plan of
complete liquidation and dissolution of the Company. While the
Company believes that the extensive disclosure contained in the
proxy statement previously sent to stockholders provides
stockholders with all material information in connection with
determining how to vote on the plan of liquidation, the Company
has determined to provide the additional disclosures in a
Supplement to its proxy statement in an effort to avoid the
further expenditure of stockholder funds in defending the Blakstad
litigation. The definitive Supplement has been filed with the
Securities and Exchange Commission, and the Company expects to
commence mailing the Supplement to stockholders tomorrow, February
25, 2004.

The Company said that the Blakstad litigation had not been
settled. The defendants in the case, including the Company,
continue to believe that the claims asserted in the case are
without merit, and if, notwithstanding the additional disclosures
included in the Supplement, the plaintiff in the case continues to
pursue this litigation, the defendants intend to continue to
vigorously defend against such claims.

The Company and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the
Company's stockholders with respect to the proposed plan of
complete liquidation and dissolution. Information regarding the
direct and indirect interests of the Company's executive officers
and directors in the proposed plan of complete liquidation and
dissolution is included in the definitive proxy statement filed
with the SEC in connection with such proposed plan.


NEXEN INC: Files Annual Report with Securities Regulators
---------------------------------------------------------
Nexen Inc. has filed its Annual Information Form (Annual Report on
Form 10-K), containing its annual reserves disclosure. The
report can be accessed electronically from:

  * the SEDAR system at http://www.sedar.com/
  * the EDGAR system at http://www.sec.gov/
  * the company's Web site at http://www.nexeninc.com/under  
      "Investor Centre."

Nexen Inc. is an independent, Canadian-based global energy and
chemicals company, listed on the Toronto and New York stock
exchanges under the symbol NXY. We are uniquely positioned for
growth in the deep-water Gulf of Mexico, the Athabasca oil sands
of Alberta, the Middle East and West Africa. We add value for
shareholders through successful full-cycle oil and gas exploration
and development, a growing industrial bleaching chemicals
business, and leadership in ethics, integrity and environmental
protection.

                        *   *    *

As previously reported, Standard & Poor's Ratings Services
affirmed its 'BBB' long-term corporate credit and senior unsecured
debt ratings, its 'BBB-' subordinated debt rating and 'BB+'
preferred stock rating on Calgary, Alberta-based Nexen Inc.
following the company's announcement of the 67 million barrels of
oil equivalent negative revision to the company's proven reserves.
The outlook is stable.

Nexen's average business risk profile reflects the company's 811
million boe proven reserve base and strong liquids focus; its
geographically diversified exploration and production operations;
and the business diversification provided through its chemicals
operations. Nexen's moderate financial risk profile reflects the
company's improved financial position achieved through its recent
efforts to reduce debt. In addition, Nexen's financial policies
focus on the diversification of debt types and maturities as a
means of maintaining financial flexibility. Although the company
has both increased capital expenditures and funded debt reduction
on the strength of stronger pricing fundamentals in the recent
past, debt levels could trend higher if Nexen proceeds with its
North American development projects and expands its international
operations in a less robust pricing environment.


NUTRA PHARMA: Rogelio G. Castro Cuts Off Professional Ties
----------------------------------------------------------
On February 2, 2004, Nutra Pharma Corporation, a development-stage
company, was informed that it's current independent accountant,
Rogelio G. Castro, had resigned as the principal accountant to
audit the Company's financial statements.   

In his report for the past two fiscal years the accountant has
included an opinion that, due to Nutra Pharma's lack of revenue
producing assets and history of losses, there is doubt about the
Company's ability to continue as a going concern.

No new independent accountant has yet been appointed.

Nutra Pharma engages in the development of botanical medicinal
compounds. The company's first compound slated for development,
WD-667, has been found in preliminary experiments to be
efficacious in the treatment of wounds.


OAKWOOD: S&P Withdraws D Ratings after Approval of Disc. Statement
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings for
Oakwood Homes Corp. following U.S. Bankruptcy Court approval of
the company's disclosure statement with respect to its amended
reorganization plan, which provides for the sale of all the
company's non-cash assets to Clayton Homes Inc. for approximately
$373 million.

Subject to the approval of the amended reorganization plan by
parties in interest and confirmation of the plan by the Bankruptcy
Court, the transaction is slated to close around the end of March.
A confirmation hearing currently is scheduled for March 16, 2004.
Recent filings state that the estimated recovery to Oakwood's
unsecured creditors, if the sale to Clayton is consummated, may
ultimately be more or less than management's estimate of 37%
contained in the disclosure statement.

If the sale is not completed, the plan calls for Oakwood's exit
from bankruptcy as a stand-alone entity, and the cancellation of
substantially all of Oakwood's pre-petition liabilities (which
includes roughly $308 million of unsecured notes and bonds) in
exchange for 100% of the common stock of the reorganized company.
The company reports that it has received commitments for $250
million in financing to support a stand-alone exit from
bankruptcy, and that it has fully documented such financing.

                 Ratings Withdrawn

        Oakwood Homes Corp.
                                      To          From
        Corporate credit              N.R.        D
        Unsecured debt                N.R.        D


ONE PRICE: Seeks to Appoint BSI as Claims and Notice Agent
----------------------------------------------------------
One Price Clothing Stores, Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy court for the Southern
District of New York to employ Bankruptcy Services, LLC as their
noticing and claims agent.

The Debtors report that they have identified over 1,000 entities
to which notice must be given.  The Debtors submit that the
engagement of an independent third party to act as an agent of the
Court is the most effective claims administration and efficient
manner to provide necessary notices to creditors.

The Debtors anticipate that BSI will:

   a) relieve the Clerk's Office of all noticing requirements in
      these cases, including mailing first day orders, a
      commencement of case notice, 341 notice, bar date notice
      and proof of claim form to all creditors, interest
      holders, and other required parties, undertaking the
      placement of notice advertisements, completing notice
      mailings to groups of claimants, and forwarding notices to
      beneficial owners of equity securities, as required;

   b) coordinate receipt of all filed claims;

   c) maintain all proofs of filed claims;

   d) docketing all proofs of claim on a claims register which
      shall include (but not be limited to) the following
      information:

   e) the name and address of the Claimant and its agent (if the
      agent filed the claim);

   f) the date upon which the proof of claim was received by
      BSI;

   g) the claim number assigned to such proof of claim; and

   h) the dollar amount and classification asserted by the
      claimant in the proof of claim;

   i) maintain an up-to-date mailing list for entities that have
      filed proofs of claim, to be available at the request of
      parties-in-interest or the Clerk's Office;

   j) provide access to the public for examination of the
      original proofs of claim without charge during regular
      business hours;

   k) pursuant to Bankruptcy Rule 3001(e), record transfers of
      claims and provide requisite notices of such transfers;

   l) provide copies of the claims register to the Clerk's
      Office as required and update same to reflect court
      orders;

   m) make all original documents available to the Clerk's
      Office on an expedited basis, as requested; and

   n) comply with any conditions or requirements prescribed by
      the Clerk's Office.

BSI's current and standard professional hourly rates are:

      Kathy Gerber          $210 per hour
      Senior Consultants    4185 per hour
      Programmer            $130 to $160 per hour
      Associate             $135 per hour
      Data Entry/Clerical   $40 to $60 per hour
      Schedule Preparation  $225 per hour

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


OWENS CORNING: Wants Approval for $71.5M Vitro Stock Purchase Pact
------------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the Court to approve,
pursuant to Sections 105 and 363(b)(1) of the Bankruptcy Code:

   (1) a Stock Purchase Agreement by and among Owens Corning,
       Owens Corning VF Holdings Inc., Vitro Envases
       Norteamerica, S.A. de C.V. and Vitro, S.A. de C.V.;

   (2) an Escrow Agreement among Vitro Envases, Owens Corning,
       OCVF, and JPMorgan Chase Bank, as Escrow Agent; and

   (3) certain related agreements and actions.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that Owens Corning's wholly owned
subsidiary, IPM, Inc., owns 100% of OCVF, a corporation organized
under the laws of Canada.  Neither IPM nor OCVF is a debtor in
these proceedings.  OCVF serves primarily as a holding company,
and owns 40% of Vitro OCF, SA de C.V., a company organized under
the laws of Mexico.  The remaining 60% of Vitro OCF is owned by
Vitro Envases, a Mexican company wholly owned by Vitro.  Vitro
OCF serves as a holding company for certain subsidiaries:

   (1) Vitro OCF owns 99.9999% of Vitro Fibras, S.A., a Mexican
       corporation, and Vitro OCF's primary operating entity.
       Vitro Fibras' business is comprised of manufacturing and
       selling fiberglass insulation and reinforcements
       primarily in Mexico, the United States, Central and South
       America, and the Caribbean.  Vitro Fibras owns a
       manufacturing facility in Mexico City, and leases three
       fabrication facilities in Monterrey, Mexicali and San
       Luis Potosi, Mexico.  Vitro Fibras had net sales of
       $63,000,000 in 2003, with a gross margin of $23,100,000
       and EBITDA of $19,800,000.  The figures represent an 81%
       market share of Mexico's insulation market and a 49%
       market share of Mexico's reinforcement market.  Vitro
       Fibras owns 99.9999% of Comercializadora Vitro Fibras,
       S.A. de C.V., a Mexican corporation that is engaged in
       purchasing the raw materials used by Vitro Fibras in its
       manufacturing processes; and

   (2) Vitro OCF also owns 99.9999% of Tecnologia Vitro Fibras
       Ltd., which is the holding company of IP Vitro Fibras
       Ltd., a Swiss corporation that owns intellectual property
       utilized by Vitro Fibras.

OCVF determined to purchase all of the outstanding shares of
Vitro OCF stock owned by Vitro Envases, pursuant to a Stock
Purchase Agreement dated as of January 23, 2004.  Under the Stock
Purchase Agreement, OCVF will also purchase:

   (1) Vitro Envases' one share of common stock of Vitro
       Fibras;

   (2) Vitro Envases' two shares of common stock of
       Comercializadora; and

   (3) Vitro Envases' one share of common stock of Tecnologia.  

With the purchase of the Stock and the Subsidiary Stock, OCVF
will own, directly or indirectly, 100% of the capital stock of
Vitro OCF and all of its subsidiaries.  

                   The Stock Purchase Agreement

The Stock Purchase Agreement generally provides that:

   (1) OCVF will purchase the Stock and the Subsidiary Stock
       from Vitro Envases for $71,500,000, payable in cash,
       subject to certain adjustments by delivery of:

       (a) $66,137,500 to Vitro Envases; and

       (b) $5,362,500 to the escrow agent appointed pursuant to
           the Escrow Agreement.  The funds will be used to
           satisfy certain potential indemnification claims of
           Owens Corning or OCVF under the Stock Purchase
           Agreement.

       The funds required for OCVF's proposed purchase of the
       Stock and the Subsidiary Stock will be obtained from OC
       Canada, Inc., a non-debtor subsidiary of IPM.  OC Canada
       proposes to purchase certain shares of OCVF preferred
       stock, which will provide OCVF sufficient funds to effect
       the transaction;

   (2) Owens Corning will assume liability for Vitro's guaranty
       of certain obligations of Vitro OCF to Enron Energia
       Industrial de Mexico, S. de R.L. de C.V., on account of
       an energy agreement;

   (3) Vitro and Vitro Envases are to be bound by certain
       non-competition provisions, and the Parties to certain
       confidentiality provisions, for a period of five years
       from closing;

   (4) At closing, each of Vitro and Vitro Envases, and Owens
       Corning and OCVF, will deliver to each other certain
       general releases, releasing each other from all claims
       to the closing date, except as expressly described and
       excepted from the releases;

   (5) At or prior to closing, Vitro Envases will cause to be
       made to Vitro OCF a cash capital contribution in an
       amount sufficient to satisfy Vitro Fibras' outstanding
       debt to Vitro, relating to Vitro Fibras' purchase of
       common stock of Comercializadora and, effective
       immediately prior to closing, the debt will be repaid
       from the proceeds of the cash contribution;

   (6) Subject to certain exceptions, after closing, Vitro OCF
       and its subsidiaries will have no rights or interest in
       the intellectual property rights identified as licensed
       on certain schedules of the Stock Purchase Agreement,
       other than those indicated as "retained."  With respect
       to the trade secrets and copyrights identified as
       "retained," Vitro Envases and Vitro will grant to Vitro
       OCF and its subsidiaries a non-exclusive, royalty-free,
       irrevocable, perpetual right and license to use the
       intellectual property within North America, Central
       America, South America and the Caribbean and to improve,
       create derivative works and modify the intellectual
       property in connection with the use, but not to transfer
       the right or license to a third party;

   (7) Promptly after the closing, Owens Corning will use
       its reasonable best efforts to remove Vitro from a Parent
       Guaranty, dated December 15, 1999, made by Vitro in favor
       of Enron Energia, to the extent that the Parent Guaranty
       pertains to the performance of Vitro OCF and its
       subsidiaries of their obligations under an Amended and
       Restated Agreement for Provision of Electrical Power
       Generation Capacity and Associated Electrical Energy,
       dated December 15, 1999, among Enron Energia, Vitro
       Corporativo, S.A. de C.V. and certain other subsidiaries
       of Vitro.  Owens Corning will execute a replacement
       guaranty with terms similar to the Parent Guaranty.  
       Generally, the Energy Agreement provides for the supply of
       necessary energy products and services to Vitro Fibras;

   (8) Simultaneous with the closing, the Wool Products
       Agreement and the Textile Products Agreement between
       Formento de Industria y Comercio, S.A. and Owens-Corning
       Fiberglass Corporation, both dated December 28, 1956 will
       terminate without liability to either party;

   (9) The obligations of the Parties to be performed at closing
       are subject to certain conditions, including, but not
       limited to:

       (a) Bankruptcy Court approval;

       (b) approval of the Mexican Federal Competition
           Commission under the Mexican Competition Law;

       (c) the accuracy of the representations and warranties
           made by the Parties in the Stock Purchase Agreement;

       (d) the absence of litigation with respect to the
           transactions contemplated by the Stock Purchase
           Agreement;

       (e) execution of forms of agreement including a
           Transition Services Agreement, Escrow Agreement,
           Vitro Club Agreement, Cullet Supply Agreement, and
           the General Releases;

       (f) execution and delivery of certain easements by Vidrio
           Plano de Mexico, S.A. de C.V. and by Vitro Fibras;
           and

       (g) consent of TECHINT Compagnia Tecnica Internazionale
           S.p.A. Glass Plants STM Division to amend certain
           Contracts between Vitro Fibras and STM;

  (10) From and after the closing, Vitro Envases is to indemnify
       Owens Corning and its directors, officers, employees and
       controlled and controlling persons, including OCVF, and
       Vitro OCF and its subsidiaries for 60% of all Claims
       resulting from the breach of a representation or warranty
       of the Stock Purchase Agreement and 100% of all Claims
       resulting from the breach of a covenant of the Stock
       Purchase Agreement, subject to certain terms and
       conditions.  However, neither Vitro Envases nor Vitro
       will be liable to Owens Corning or its affiliates, or
       Vitro OCF or its subsidiaries for any Claim to the extent
       the Claim:

       (a) has been assumed by the Asbestos Personal Injury
           Trust or the Asbestos Property Damage Trust
           established by Owens Corning's plan of
           reorganization; and

       (b) is channeled to either of the trusts by the plan of
           reorganization, the channeling injunction
           contemplated by Section 524(g) of the Bankruptcy
           Code, or any court order.

       Owens Corning and OCVF will use reasonable efforts to
       list Vitro OCF and its subsidiaries in Owens Corning's
       plan of reorganization as "protected parties," as that
       term is defined in Section 524(g) of the Bankruptcy Code.  
       Similarly, Owens Corning and OCVF, jointly and severally,
       are to indemnify Vitro Envases and its affiliates and
       their directors, officers and employees for all Claims
       resulting from the breach of a representation,
       warranty or covenant of the Stock Purchase Agreement, and
       with respect to certain tax obligations, subject to
       specified terms and conditions.  With specified
       exceptions, indemnification claims must be brought within
       a two-year time period after closing.  Indemnification
       claims are also subject to amount limitations;

  (11) The Stock Purchase Agreement may be terminated prior to
       closing under various circumstances, including:

       (a) by mutual written agreement of Owens Corning and
           Vitro Envases;

       (b) by either Owens Corning or Vitro Envases if the
           closing has not occurred by May 31, 2004 or, if by
           May 31, 2004 the only remaining unsatisfied condition
           to the closing is the approval of the Mexican Federal
           Competition Commission, by July 31, 2004; or

       (c) by either Vitro Envases or Owens Corning if a
           condition to their obligations becomes incapable of
           fulfillment and has not been waived by the other
           party;

  (12) With certain specified exceptions, any disputes relating
       to the Stock Purchase Agreement are to be settled by
       binding arbitration held in New York City in accordance
       with the Commercial Arbitration Rules of the American
       Arbitration Association; and

  (13) The Stock Purchase Agreement is to be governed by the
       laws of the State of New York.

                       The Escrow Agreement

Pursuant to the Stock Purchase Agreement, $5,362,500 of the
Purchase Price will be deposited with JPMorgan Chase Bank, as
escrow agent and held in an escrow account.  The Escrow Agreement
generally provides that the escrowed funds will be used to
satisfy claims made by Owens Corning or OCVF pursuant to Article
8 of the Stock Purchase Agreement.  Eighteen months and one day
after the date of the Escrow Agreement, the Escrow Agent is to
disburse to Vitro Envases the escrowed funds that have not been
distributed prior to the date, less any amounts Owens Corning has
certified are subject to pending claims pursuant to Article 8 of
the Stock Purchase Agreement.  The Escrow Agreement is to be
governed by the laws of the State of New York.

                 The Transition Services Agreement

Prior to the transactions contemplated by the Stock Purchase
Agreement, Vitro Corporativo, S.A. de C.V., a Mexican corporation
and an affiliate of Vitro and Vitro Envases, provided Vitro OCF,
Tecnologia, IP Vitro Fibras Ltd., Vitro Fibras and
Comercializadora with certain administrative, financial,
accounting, tax and other services.  So that the Acquired
Companies can continue to receive the services from Corporativo
for a transition period after the closing, Corporativo and the
Acquired Companies will execute a Transition Services Agreement.  
The Transition Services Agreement generally provides that
Corporativo will provide to the Acquired Companies, either
directly, through one of its affiliates or through third-party
providers, a variety of administrative and other services,
pursuant to a specified fee structure, as designated in the
Agreement.

Corporativo will provide the services for one year, except that
certain consulting and information technology services will be
provided for a two-year period.

                    The Cullet Supply Agreement

Prior to the contemplated purchase of the Stock and the
Subsidiary Stock, Vidrio Plano supplied to Vitro Fibras cullet,
which is a glass material used in the production of fiberglass
insulation and insulation-type products.  Vidrio Plano will
continue to supply cullet to Vitro Fibras after the consummation
of the Stock Purchase Agreement, pursuant to a supply agreement
to be entered into between the parties.

                   Additional Related Agreements

The Stock Purchase Agreement contemplates that Vitro Fibras and a
third party, Desarrollo Personal y Familiar, A.C., are to enter
into the "Vitro Club Agreement," which permits the employees of
Vitro Fibras to use Desarrollos' recreational facility.  In
addition, the Stock Purchase Agreement provides that Vitro Fibras
and STM may enter into amendments of these agreements:

   (1) their Contract for Technological Materials, Equipment and
       Carpentry for Assembling of Roll-up Machine and a Linked
       Shrinking Machine, dated August 31, 1999;

   (2) their Contract for Technological Materials, Equipment and
       Carpentry for Assembling of a Facing Equipment, dated
       December 23, 1999; and

   (3) their Contract for Technological Machinery, Engineering
       Package, Training and Supervision Activities Relevant to
       a Glass Wool Production Line, dated September 12, 2000.
       These agreements relate to services and equipment provided
       by STM to Vitro OCF for a fiberglass insulation production
       line.

Ms. Stickles contends that among other things, the acquisition of
Vitro Envases' 60% interest in Vitro OCF will enable the Company
to greatly expand its business and operations in Mexico and Latin
America.  At present, the Debtors consider Vitro OCF a non-
performing asset.  After closing, the Company will capture 100%
of the sales, economic value and benefits of the Vitro OCF
business, as well as Vitro OCF's 81% share of Mexico's insulation
market and a 49% share of Mexico's reinforcement market.

Separately, the Debtors' full ownership of Vitro OCF will provide
significant strategic value through additional production
capacities, synergies and rationalization benefits for the
Company's Insulation Solutions Business and Composite Solutions
Business.  For example, the acquisition will allow ISB
significantly greater flexibility with its commercial and
industrial asset base and product lines, and will present
opportunities for CSB to rationalize its products lines and
upgrade the operational performance of its Mexican plant.

Without question, the transactions contemplated by the Operative
Agreements will greatly benefit the Company, Ms. Stickles
asserts.

The Debtors believe they will give, and receive, fair and
reasonable consideration through the terms of the Operative
Agreements.  Under the terms of the Stock Purchase Agreement,
OCVF is to acquire Vitro Envases' 60% interest in Vitro OCF for
$71,500,000.  This amount represents 5.8x multiple of EBITDA,
based on 60% of Vitro OCF's four-year average EBITDA of
$20,600,000 per year.  Further, the Purchase Price implies an
equity valuation of $120,000,000 for the entire Vitro OCF
company, which amount reflects the total enterprise value of
Vitro OCF. (Owens Corning Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PACIFIC GAS: Obtains Go-Ahead for Presidio Settlement Agreement
---------------------------------------------------------------
At Pacific Gas and Electric Company's behest, the Court approves
its settlement agreement with The Presidio Trust.  The Settlement
Agreement resolves Claim No. 13377 asserted by Presidio Trust
against PG&E.  The Settlement Agreement also resolves related
issues arising out of various service contracts, easements and
licenses located in a portion of the former Presidio of San
Francisco Army Base.

Long X. Do, Esq., at Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, in San Francisco, California, recounts that on
February 17, 2003, Presidio Trust filed a $2,445,813 claim
against PG&E, based on an allegation that PG&E had impermissibly
used a corridor of land within the Presidio Army Base for
installing, using, and maintaining a fiber optic
telecommunications cable and related facilities.  A substantial
portion of the corridor is within the boundaries of a portion of
the Presidio Army Base denoted as Area B.  Presidio Trust has
administrative jurisdiction over Area B pursuant to 16 U.S.C.
Section 460bb.  PG&E disputed Presidio Trust's Claim as being
untimely.

As a result of subsequent negotiations between PG&E and Presidio
Trust, the parties agree to resolve the issues between them.  
Under the terms of the Settlement Agreement, Presidio Trust will
withdraw the Claim.  Presidio Trust states that it has not
assigned or transferred any part of the Claim, and has not filed
or asserted any other claim against PG&E or its bankruptcy
estate.  In addition, Presidio Trust will not file or assert any
claim in the future that:

   (a) arose before the execution of the Settlement Agreement;

   (b) is discharged by the confirmation of PG&E's Settlement
       Plan; and

   (c) is related to the Settlement Agreement.

The Settlement Agreement also contains broad mutual releases.

The parties agree to settle disputes involving various
agreements, licenses and easements relating to Area B or portions
of the Presidio Army Base under the Presidio Trust's
administrative jurisdiction:

A. The Fiber Optic Arrangement

In 1986, the Army granted PG&E a license, identified as No.
DACA05-3-86-543, for the period from March 1, 1986 to
February 28, 1991, to use the Fiber Optic Corridor, for the
purpose of installing, using, and maintaining a fiber optic
telecommunications cable and related facilities.  PG&E has used
the Fiber Optic Corridor for the specified purposes continuously
since 1986.  After the expiration of the license on February 28,
1991, PG&E and the Army, and subsequently the National Park
Services, which succeeded the Army, entered into negotiations
concerning the continued use of the Fiber Optic Corridor to
establish an easement.  Although PG&E was unable to finalize a
comprehensive agreement with either the Army or the NPS, it did,
however, obtain an agreement to continue using the Fiber Optic
Corridor as a "permittee" pending final agreement on the easement
terms.  The Presidio Trust has succeeded to all rights and
obligations of the NPS and the Army with respect to PG&E in
connection with the Fiber Optic Arrangement.  The parties
disagree as to the legal effect, enforceability, and
interpretation of some or all of the terms of the Fiber Optic
Arrangement.

Under the terms of the Settlement Agreement, PG&E and Presidio
Trust agree that the Fiber Optic Arrangement and all of its terms
and conditions, including all duties and obligations of either
party, will be terminated.  Pursuant to the Settlement Agreement,
PG&E has abandoned the fiber optic equipment and facilities,
which it installed and used on the Fiber Optic Corridor.  These
equipment and facilities will be left in place and become
Presidio Trust's property without compensation.  The Settlement
Agreement also provides that, upon PG&E's written request, the
parties will promptly enter into good faith negotiations for
future use of the Fiber Optic Corridor.

B. The Electric Supply Arrangement

In 1994, the NPS accepted PG&E's technical and cost proposal --
the Electric Supply Arrangement -- in response to the NPS's
Request for Proposal No. 1443RP061094001, Electric Supplier,
Presidio, Project Type 92.  The Electric Supply Arrangement
provides for PG&E to upgrade the existing 4-kV electric
distribution system on Area B to 12-kV and to supply electric
distribution to the Presidio Army Base.  Presidio Trust succeeded
NPS's rights and obligations under the Electric Supply
Arrangement.  PG&E and Presidio Trust disagree as to the legal
effect, enforceability, and interpretation of some or all of the
terms of the Electric Supply Arrangement, including the
obligations of the parties resulting from the Electric Supply
Arrangement and the costs expended by PG&E to engineer the new
12-kV system.

Under the terms of the Settlement Agreement, PG&E and Presidio
Trust agree that the Electric Supply Arrangement and all of its
terms and conditions, including all duties and obligations of
either party, will be terminated.  Any electric service furnished
to Presidio Trust by PG&E will thereafter be furnished subject to
PG&E's applicable tariffs on file with the California Public
Utilities Commission and will be subject to such changes or
modification by the CPUC from time to time.

C. Undocumented Electric Facilities

Presidio Trust owns and operates the 4-kV electric distribution
system serving all areas under its administrative jurisdiction,
with the principal exception of the facilities serving the Wherry
Housing/Baker Beach Apartments area, which are owned and operated
by PG&E.  Certain miscellaneous facilities that PG&E previously
installed in the Presidio Army Base for the distribution of
electricity to PG&E customers within the Presidio Army Base are
located on property under Presidio Trust's administrative
jurisdiction, but are not associated with any easement, license,
permit, right to use or other grant of permission from the Army,
NPS, or Presidio Trust that can be documented by PG&E despite its
best efforts to locate and obtain all relevant documentation of
the Miscellaneous Facilities.  As a result, PG&E and Presidio
Trust agree to document all Miscellaneous Facilities and the
terms and conditions under which they may continue to be located
at the Presidio Army Base.

PG&E and Presidio Trust will enter into an Easement for Electric
Distribution Facilities, for PG&E's continued use and operation
of the Baker Beach Electric Facilities and the Miscellaneous
Facilities.  In addition, the Settlement Agreement provides that
PG&E and Presidio Trust will execute an Agreement for the
installation or allocation of Special Facilities for electric
distribution service to the Baker Beach Electric Facilities by
PG&E.  PG&E will maintain the equipment and facilities and
provide electric service to the Baker Beach Electric Facilities
pursuant to its applicable rate schedules.

D. Natural Gas Easement

On September 30, 1994, the day before the formal closing of the
Presidio Army Base, the Army granted to PG&E an Easement for
Pipeline Right-of-Way, identified as No. DACA052-94-588, for the
installation, operation, and maintenance of pipes and other
facilities for distributing natural gas to buildings and other
users of natural gas located at the Presidio Army Base.  Presidio
Trust has succeeded to all rights and obligations of the Army
with respect to PG&E under the Natural Gas Easement.  The parties
will revise the Natural Gas Easement to reflect current
conditions at the Presidio Army Base.  Under the terms of the
Settlement Agreement, PG&E and Presidio Trust will enter into an
Amended and Restated Easement for PG&E's natural gas distribution
facilities located within the areas of the Presidio Army Base
under Presidio Trust's administrative jurisdiction.

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)   


PENTHOUSE INT: Completes $24 Million Financing with Laurus Funds
----------------------------------------------------------------
Penthouse International (OTC Bulletin Board: PHSL) completed the
placement of $24 million in three-year, 7.5% convertible senior
secured notes with Laurus Master Fund, Ltd., a financial
institution specializing in providing asset-based financing to
public companies. The notes, acquired by Laurus Funds, are secured
by a first mortgage on the double townhouse located at 14-16 East
67th Street, New York, New York and occupied by Robert Guccione,
Chief Executive Officer of General Media, Inc., Penthouse's 99.5%
owned- subsidiary and the editor-in-chief of Penthouse Magazine.

Penthouse used the proceeds to acquire the 67th Street townhouse
residence previously foreclosed upon by creditors of Mr. Guccione
and his affiliates and to retire related institutional mortgage
debt on the property held by affiliates of Deutschebank and
Merrill Lynch.

General Media and its subsidiaries, the entities that own and
operate Penthouse Magazine and its related adult entertainment
businesses, are debtors-in-possession in a Chapter 11 bankruptcy
case currently pending in the United States Bankruptcy Court for
the Southern District of New York. General Media intends to
propose a revised plan of reorganization under which all of its
secured and unsecured creditors will receive greatly enhanced
recoveries generated by an infusion of new capital into the
company by Penthouse. This plan would supercede the current plan
under which control of General Media and subsidiaries would be
transferred to its bondholders, principally an entity affiliated
with Marc Bell, formerly of Globix Corporation.

"We are encouraged to complete needed debt restructuring for the
real estate," said Claude Bertin, Executive Vice President and
Director of Penthouse International. "Under a lease agreement with
Penthouse, Mr. Guccione will continue to reside at the townhouse
and expects to continue to edit Penthouse Magazine from his
private offices located on that site. His continued involvement
with the magazine and related enterprises is a key factor in
Penthouse's ability to refinance General Media and emerge from
Chapter 11." Bertin added, "Longstanding media speculation about
Mr. Guccione's demise will hopefully be ended with this
transaction. We anticipate that Mr. Guccione will continue to
spend many more satisfying years living at 67th Street as well as
remain Chief Executive of Penthouse Magazine, publisher of General
Media and Editor-in-Chief of the magazine."

The townhouse is reported as one of the largest residences in
Manhattan. The historic property was originally built in
approximately 1896 and has served as the personal residence of Mr.
Guccione for nearly 30 years. Penthouse anticipates hosting
promotional events at the mansion.

Through another subsidiary, Del Sol Investments LLC, Penthouse
owns real property in Zijuantanejo-Ixtapa, Mexico and, subject to
General Media and subsidiaries emerging from bankruptcy as a
continuing operating affiliate of Penthouse, plans to develop a
membership-based resort complex.

             About Penthouse International, Inc.

Penthouse International, Inc., through its 99.5% owned
subsidiaries General Media, Inc. and Del Sol Investments LLC, is a
brand-driven global entertainment business founded in 1965 by
Robert C. Guccione. General Media's flagship PENTHOUSE brand is
one of the most recognized consumer brands in the world and is
widely identified with premium entertainment for adult audiences.
General Media caters to men's interests through various
trademarked publications, movies, the Internet, location-based
live entertainment clubs and consumer product licenses. General
Media licenses the PENTHOUSE trademarks to third parties worldwide
in exchange for recurring royalty payments.

Penthouse International, Inc.'s September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $70 million.


PG&E NATIONAL: TransCanada to Buy Gas Transmission for $1.7-Bil.
----------------------------------------------------------------
National Energy & Gas Transmission, Inc., formerly PG&E National
Energy Group Inc, and TransCanada Corporation announced an
agreement for TransCanada to acquire Gas Transmission Northwest
Corporation (GTN) for US$1.703 billion, including US$500 million
of assumed debt and subject to typical closing adjustments.

GTN is a natural gas pipeline company that owns and operates two
pipeline systems - the Gas Transmission Northwest pipeline
system, formerly known as Pacific Gas Transmission, and the North
Baja Pipeline system.

The Gas Transmission Northwest pipeline system consists of more
than 1,350 miles (2,174 kilometers) of pipeline extending from a
point near Kingsgate, British Columbia, on the British
Columbia-Idaho border, to a point near Malin, Oregon on the
Oregon-California border. The natural gas transported on this
pipeline originates primarily from supplies in Canada for
customers located in the Pacific Northwest, Nevada and
California.

The North Baja pipeline is an 80-mile (128-kilometer) system. It
extends from a point near Ehrenberg, Arizona to a point near
Ogilby, California on the California-Baja California, Mexico
border. The natural gas transported on this system comes
primarily from supplies in the south-western United States for
markets in Northern Baja California, Mexico. The sale of the
North Baja pipeline is subject to a right of first refusal by
another company.

NEGT voluntarily filed for protection under Chapter 11 of the
U.S. Bankruptcy Code in July 2003 (Bankr. Md. Case No. 03-30459).
As a result, the sale of GTN to TransCanada will be subject to
bankruptcy court approval, and will include a court-sanctioned
auction process in accordance with customary bidding procedures
approved by the bankruptcy court. Under a court-sanctioned
auction, NEGT will seek offers that are higher or otherwise better
than that which has been negotiated with TransCanada. As part of
its agreement, TransCanada is granted certain protections, subject
to court approval, most notably a break fee and expense
reimbursement if another bid is accepted. TransCanada also retains
the right to amend its offer should NEGT receive an offer which is
superior to its existing agreement with TransCanada. The agreement
Contemplates that final bankruptcy court approval of the sale
will be obtained within 75 days after signing of the agreement.
The agreement also contemplates bankruptcy court approval of the
NEGT Plan of Reorganization. Approval of NEGT's Plan could occur
at a date later than the receipt of court approval of the sale.
The sale is also subject to anti-trust review.

TransCanada will finance the acquisition in a manner consistent
with maintaining its solid financial position and credit ratings.
In addition to its strong internally generated cash flow and $1.5
billion of committed credit lines, TransCanada has $1.35 billion
and US$650 million of debt and/or equity issuance capacity
remaining under its Canadian and U.S. shelf prospectuses,
respectively. TransCanada may also consider the sale of certain
assets within its existing portfolio. TransCanada expects the
transaction to be accretive to earnings and cash flow.

Lazard served as financial advisor to NEGT in connection with
this agreement. J.P. Morgan Securities Inc. and SG Barr Devlin, a
division of Societe Generale, served as financial advisors to
TransCanada.  

A map and fact sheet about the Gas Transmission Northwest pipeline
system and the North Baja Pipeline system is available at

                    http://www.gtn.negt.com/  
                    http://www.northbaja.negt.com/ and  
                    http://www.transcanada.com/

In addition to the pipeline businesses, NEGT has more than 7,300
megawatts of generation including a mix of natural gas, coal/oil,
hydroelectric, waste coal and wind power at numerous facilities
across the country.  

TransCanada is a leading North American energy company.
TransCanada is focused on natural gas transmission and power
services with employees who are expert in these businesses.
TransCanada's network of approximately 39,000 kilometres (24,200
miles) of pipeline transports the majority of Western Canada's
natural gas production to the fastest growing markets in Canada
and the United States. TransCanada owns, controls or is
constructing nearly 4,700 megawatts of power - an equal amount of
power can meet the needs of about 4.7 million average households.
TransCanada's common shares trade under the symbol TRP on the
Toronto and New York stock exchanges. Visit TransCanada on the
Internet at http://www.transcanada.com/


PLAINS RESOURCES: Favors Vulcan Deal to Pershing Group's Proposal
-----------------------------------------------------------------
Plains Resources Inc. (NYSE: PLX) announced that on February 23,
2004, a group led by Pershing Square, L.P. and Leucadia National
Corporation filed a Schedule 13D with the Securities and Exchange
Commission describing a proposal it made to the Special Committee
of the Board of Directors of Plains Resources Inc. appointed to
consider offers for Plains Resources.

Pershing Square, L.P. is a recently formed investment partnership
managed by William Ackman, a former principal in the now-defunct
hedge fund Gotham Partners.
    
The Special Committee and the Board of Directors of Plains
Resources were aware of the Proposal prior to entering into the
previously announced merger agreement with an affiliate of Vulcan
Capital.  Under the terms of the merger agreement, stockholders of
Plains Resources, other than James C. Flores and John T. Raymond,
would receive $16.75 per share in cash for each share of Plains
Resources stock that they own.  Plains Resources' Chairman James
C. Flores and its CEO John T. Raymond are participating with the
affiliate of Vulcan Capital in the transaction.  The Special
Committee has received from its financial advisors, Petrie Parkman
& Co., that firm's written opinion that the $16.75 to be received
by Plains Resources stockholders in the merger is fair, from a
financial point of view, to the public stockholders of Plains
Resources other than Mr. Flores and Mr. Raymond.

The Special Committee, following review with its financial and
legal advisors and consideration of the terms and its view of the
highly conditional nature of the Proposal, determined that the
all-cash premium transaction provided for under the merger
agreement was more beneficial to Plains Resources' stockholders
than the potential transaction outlined in the Proposal.  The
potential transaction described in the Proposal contemplated
that Plains Resources' stockholders would receive approximately
$3.00 per share in cash, and new securities with an uncertain
trading value to be issued by Plains Resources itself.  

The Special Committee also considered, among other things, (i) the
complexity of the Proposal, including the uncertain nature of the
new securities and the tax aspects of the Proposal, (ii) the
fact that the Proposal was conditioned on the Proposal group's
entire satisfaction with a commercial, tax, accounting, financial
and legal due diligence investigation of Plains Resources and
Plains All American Pipeline, L.P. and on director action of
Leucadia National Corporation and (iii) the fact that when it
contacted the Special Committee about a possible proposal, the
Proposal group had not signed a confidentiality agreement with
Plains Resources that would have prevented the Proposal group from
trading in Plains Resources securities while it conducted due
diligence.

Plains Resources, James C. Flores, John T. Raymond, Paul G. Allen
and the affiliate of Vulcan Capital (which together with Mr.
Flores, Mr. Raymond and Mr. Allen form the "Vulcan Group"), and
the directors and executive officers of Plains Resources and the
affiliate of Vulcan Capital, may be deemed to be participants in
the solicitation of proxies from stockholders of Plains
Resources in connection with the merger.  

                        About Plains

Plains Resources is an independent energy company engaged in  the
acquisition, development and exploitation of crude oil and natural
gas. Through its ownership in Plains All American Pipeline, L.P.,
Plains Resources has interests in the midstream activities of
marketing, gathering, transportation, terminalling and storage of
crude oil.  Plains Resources is headquartered in Houston, Texas.
    
At Sept. 30, 2003, the company's balance sheet reports a working
capital deficit of about $20 million.


PORT TOWNSEND: S&P Assigns Stable Outlook to B-Rated Corp. Credit
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Port Townsend, Washington-based Port Townsend
Paper Corp. The outlook is stable. In addition, Standard & Poor's
assigned its 'B' senior secured rating to the company's proposed
$125 million senior secured notes maturing in 2014.

Regarding the corporate credit rating, "A modest scope of
operations in the highly cyclical paper-based packaging market and
very aggressive debt leverage outweigh a good position in the
western Canadian corrugated box market and some energy self-
sufficiency," said Standard & Poor's credit analyst Dominick
D'Ascoli. The senior secured debt received a 'B' rating, the same
rating as the corporate credit rating. "The senior secured notes
were not notched up, because there is a strong likelihood lenders
would not receive full recovery of principal in a distressed
scenario. While the collateral for the senior notes is inferior to
the revolving credit facility, the relatively small size of the
revolver does not significantly disadvantage the noteholders and
therefore does not warrant a notch down," he continued.

Proceeds from the senior secured notes and a small revolver draw
will be used to repay existing indebtedness and fully redeem
outstanding preferred stock.

Port Townsend is a small manufacturer of packaging products
focused on selling corrugated boxes and kraft paper to customers
located near its five manufacturing facilities in Washington state
and British Columbia. The company also sells pulp and
containerboard at low margin through third-party brokers. Despite
generating less than 1% of North American corrugated boxes, Port
Townsend holds a 35% market share in Western Canada, placing it
second behind Smurfit-Stone Container Corp. Port Townsend holds a
small, 4% market share in the U.S. kraft paper market. Total
revenues are under $200 million annually.


QWEST: Secures California State Contract for Internet Services
--------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) has secured
California Multiple Award Schedule (CMAS) contract designation for
the company's Internet and Web hosting services. The contract
designation will streamline Qwest's sales efforts into California
state and local government agencies.

Awarded and administered by the State of California, Department of
General Services (DGS), the designation allows California state
and local government agencies to purchase Qwest services that are
included in the CMAS contract and not in conflict with the state's
CalNet contract. The contract simplifies the purchasing process
and makes it easier for California state and local government
agencies to benefit from Qwest's services, which are part of the
company's nationwide network.

"Qwest is pleased to win the CMAS designation because it
simplifies the sales and purchasing process for providing Internet
and Web hosting services to California state and local government
agencies," said Clifford S. Holtz, executive vice president of
Qwest's business markets group. "We believe the shortened sales
cycle means faster service to our customers."

CMAS contracts are awarded and administered by the State of
California, Department of General Services. The products, services
and prices are primarily based on the federal General Services
Administration (GSA) multiple award schedule program, but not
exclusively. California contract terms and conditions and
procurement codes and policies are added to the GSA's information
to establish a totally independent California contract.

CMAS certifications and contracts are administered by the
California Department of General Services (DGS) for state and
local agencies. For more information, go to

              http://www.pd.dgs.ca.gov/cmas/about.htm

                        About Qwest

Qwest Communications International Inc. (NYSE: Q) -- whose  
March 31, 2003 balance sheet shows a  total shareholders' equity  
deficit of about $2.6 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 47,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, please visit the Qwest Web site at:

                     http://www.qwest.com/  

Qwest Internet Access includes virtual private network (VPN) and
dial-up services. The VPN service provided through the CMAS
contract provides certain features, including without limitation:
(1) IP-based tunneling mechanism; (2) integrated Internet access;
(3) network address translation and IP address assignments; (4)
security profiles implemented through an integrated firewall and
(5) routing capabilities over the VPN.  The Internet access
services listed are available within Qwest's backbone only.  Local
loops and intrastate long distance to the Qwest backbone need to
be acquired from CalNet or the agency's local provider.  Voice
over IP (VoIP) provisioning and applications in conflict with
those on CalNet are not available under this contract.


SEL-LEB MKG: Ceases Operations as Lender Exercises Secured Rights
-----------------------------------------------------------------
Sel-Leb Marketing Inc. (SELB) reported that although, as
previously announced, its credit facility with its primary lender,
Merrill Lynch Business Financial Services Inc., had been extended
through April 30, 2004, the company is in default under its
Merrill Lynch loans due to the company's lack of compliance with
various covenants, including those relating to its borrowing base
limits, minimum net worth requirements and delivery of financial
statements within the required time frame.

Major contributing factors to the company's difficulties were the
previously reported production problems and then chapter 11 filing
of a major supplier, followed shortly afterwards by the loss of a
major customer. Due to its substantially decreased sales and lack
of funding, the company's operations have been significantly
curtailed. It has been unable to acquire inventory and vendors
have refused to extend more credit. As a result, the company has
had to accept the role of sales representative which has further
deteriorated its sales and financial position.

Merrill Lynch has demanded that all defaults be cured, or that all
obligations be fully repaid by the close of business February 23,
2004. The company has been unable to satisfy the requirements of
Merrill Lynch and has not been able to locate alternative
financing. Merrill Lynch has advised the company that it is
exercising remedies available to it as a secured lender. The
exercise of such remedies by Merrill Lynch has caused the company
to cease active operations.

The company also reported that it is working with its independent
public accountants to complete its financial statements. Pending
completion of the audit, for the year ended December 31, 2002,
management currently estimates a pre-tax loss of approximately
$3.8 million for such year; as a result of the accounting analysis
done by the company in connection with the preparation of its 2002
financial statements, management currently believes that its pre-
tax income for the year ended December 31, 2001 should be revised
downward by approximately $1.8 million. For the fiscal year ended
December 31, 2003, the company experienced a substantial reduction
in revenues and incurred a substantial loss.

Sel-Leb has been primarily engaged in the distribution and
marketing of consumer products through mass merchandisers,
discount chain stores and food, drug and electronic retailers. The
company's business has also included marketing and selling
products promoted by celebrity spokespersons and sold to mass
merchandise retailers.


SHAW COMMS: Unit Inks Pact with Broadwing Comms to Expand Services
------------------------------------------------------------------
Broadwing Communications, a consolidated subsidiary of Corvis
Corporation (NASDAQ: CORV) and Big Pipe Inc., a division of Shaw
Communications Inc. (TSX: SJR.B, NYSE: SJR), signed a strategic
agreement to extend their respective network and service markets.
The reciprocal agreement provides for Broadwing to supply network
services to Big Pipe in the United States and for Big Pipe to
supply Broadwing with network services throughout Canada.

Broadwing owns and operates an advanced all-optical network and
IP backbone and provides data, voice, and video solutions to
carriers and large enterprises. Broadwing will provide Big Pipe
with private line, Ethernet, and ATM services, which Big Pipe
will use to provide additional services to its customers who
serve approximately three million existing Internet and cable
customers and to broaden its coverage across the United States.

"We are pleased that Big Pipe has selected Broadwing as their
primary provider for network services," said Mike Stewart,
president of Mid-Markets at Broadwing. "We also intend to
leverage Big Pipe's network assets in Canada to better serve our
U.S. customer base as part of this strategic relationship."

Big Pipe is a north American network services provider with a
service portfolio consisting of private line, Transparent LAN
(TLS), Internet Transit, and Broadcast Video Transport services.
Big Pipe will provide Broadwing with private line, Internet,
Ethernet, and ATM services that will provide enhanced Canadian
access for Broadwing's U.S.-based customers.

"Broadwing's unique all-optical network provides the reliability
and security that  Big Pipe and Shaw Cable require to ensure
reliable, first-class, content-intensive broadband service for
our customers. Through Broadwing's network, we are able to
further interconnect our network and expand our footprint
throughout the United States," said Peter Bissonnette, president,
Shaw Communications Inc.

                        About Broadwing

Broadwing Communications is an innovative provider of data,
voice, and video solutions to carriers and large enterprises.
Enabled by its one-of-a-kind, all-optical network and
award-winning IP backbone, Broadwing offers a full suite of the
highest quality communications products and services, with
unparalleled customer focus and speed. Broadwing is a
consolidated subsidiary of Corvis Corporation, a leading supplier
of all-optical solutions to service providers and government
agencies. For more information, visit www.broadwing.com.

                        About Big Pipe  

Big Pipe, a division of Shaw Communications Inc., owns and
operates a national fibre optic backbone network, providing data
networking and Internet services to North American businesses. In
addition to being the primary Internet Backbone for Shaw's
broadband Internet customers, Big Pipe offer service to Internet
service providers, carriers and large enterprises.

                About Shaw Communications Inc.  

Shaw Communications Inc. (S&P, BB+ Corporate Credit Rating,
Stable) is a diversified Canadian communications
company whose core business is providing broadband cable
television, Internet and satellite direct-to-home ("DTH")
services to approximately 2.9 million customers. Shaw is traded
on the Toronto and New York stock exchanges (Symbol: TSX - SJR.B,
NYSE - SJR).


SITEL CORP: Ida Eggens Kruithof Reports 7.36% Equity Stake
----------------------------------------------------------
Ida Eggens Kruithof of Monaco, as of December 31, 2003,
beneficially owns 5,491,048 shares of the common stock of SITEL
Corporation with sole powers to both vote and/or dispose of the
stock held.  The amount of stock held represents 7.36% of the
outstanding common stock of the Company.  The stock includes
3,848,650 shares owned directly and 1,642,398 shares owned
through Burmel Holding N.V.

SITEL, a leading global provider of contact center services,
empowers companies to grow by optimizing contact center
performance and unlocking customer potential.  SITEL designs,
implements and operates multi-channel contact centers to enhance
company performance and growth.  SITEL manages nearly 2.0 million
customer contacts per day via the telephone, web, e-mail, fax and
traditional mail.  SITEL employees operate contact centers in 22
countries, offering services in 25 languages and dialects.  Please
visit SITEL's Web site at http://www.sitel.com/
    
                        *    *    *

As previously reported, Moody's Investors Service lowered the
ratings of Sitel Corporation. The outlook is negative.

    * $100 million 9.25% senior subordinated notes, due 2006 to
      Caa2 from B3

    * Senior unsecured issuer rating to Caa1 from B2

    * Senior implied rating to B3 from B1


SK GLOBAL: Will Pay Fee & Bonus to Essential Vista Employees
------------------------------------------------------------
The SK Global America Debtor's Vista Grain trading unit was
established in 1993 and operates from an office located in
Houston, Texas.  Most of Vista Grain's inventory is sold directly
to the United States Government through the United States
Department of Agriculture.  

Vista Grain relies heavily on the availability of working capital
to support its purchase of inventory and to cover positional
hedges.  But the Debtor determined that it is no longer in a
position to meet the enormous working capital requirements of the
Vista Grain unit and has concluded that it is in its best
interest to wind down the Vista Grain unit operations.  

Accordingly, the Debtor has decided not to purchase additional
grain or other commercial products for the Vista Grain unit after
December 31, 2003, and will begin the process of winding down its
operations.

                The Essential Vista Employees

The Vista Grain unit employs four employees, the Essential Vista
Employees, all of whom have many years of experience in trading
and marketing grain:

   -- Guy Brady, Jr.
   -- Wayne See,
   -- Howard Stone, and
   -- Rhonda Oden.

Each of the Essential Vista Employees is party to a prepetition
employment agreement with the Debtor.  All of the Prepetition
Agreements are scheduled to terminate by their terms on
December 31, 2003, unless otherwise renewed by the parties.

In furtherance of the Debtor's decision to wind down the Vista
Grain unit, the Essential Vista Employees will seek to dispose
the Vista Grain assets and trade out of its existing inventories,
hedges, sales and purchase obligations, with the intent of
maximizing and preserving asset value for the Debtor's estate.
Vista Grain's inventory is valued at $8,000,000.

Due to their extensive knowledge, experience and expertise with
Vista Grain's operations, the Essential Vista Employees are vital
to the wind-down and disposition of Vista Grain's assets for
maximum value. The Essential Vista Employees will provide
efficiencies and essential logistics that are required to dispose
and transport Vista Grain's inventory at the lowest cost.  
Moreover, the payment process on many of the U.S. Government
programs are very complicated and the Essential Vista Employees
are very familiar with the programs and will be able to avoid
nonpayment or discounts that may arise because of execution
errors.  

In addition to the disposition of inventory, the continued
services of the Essential Vista Employees are required for the
collection of outstanding accounts receivable.  The Debtor's
books reflect Vista Grain accounts receivable of $30,000,000.

The Debtor asks the Court's approval to pay a success fee,
severance, and an annual profit-sharing bonus to the Essential
Vista Employees.

The Debtor intends to pay the Success Fee, Severance, and the
Profit-Sharing Bonus to the Essential Vista Employees because
these employees have been, and remain, critical to the Debtor's
ability to achieve maximum value for the Vista Grain inventory,
receivables and other assets. Each of the Essential Vista
Employees has agreed to enter into:

   -- an Employment Retention and Release Agreement;
   -- a Success Fee Agreement; and
   -- a Severance Agreement.

The Debtor said that aggregate payments to the Essential
Vista Employees will be $2,500,000, which includes the Success
Fee amounting to $1,900,000, Severance equal to $475,000, and
Profit-Sharing Bonuses of $110,000.

As consideration for the payment of the Success Fee, the
Severance, and the Profit-Sharing Bonuses, each of Essential
Vista Employee will work for the Debtor through April 30, 2004,
and will release the Debtor and waive any claim they may have
against the Debtor and its estate, including any claim the
Essential Vista Employee may have under his or her Prepetition
Agreement.

                       *    *    *

Judge Blackshear authorizes the Debtor to pay the Success Fee,
Severance and the Profit-Sharing Bonus to the Essential Vista
Employees, in accordance with the Agreements, as revised.  
However, to receive payment of the Success Fee, Severance and the
Profit Sharing Bonus, the Court orders that each Essential Vista
Employee affirm in writing -- in form and substance acceptable to
the Debtor -- that it waives and releases any and all claims it
possesses against the Debtor and the Debtor's estate.

Beginning February 4, 2004, the Debtor will maintain all cash
receipts from the Vista Grain operations in a segregated debtor-
in-possession account at Wachovia Bank. (SK Global Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SLATER STEEL: Union Wants Quick Action on Delaware Street Purchase
------------------------------------------------------------------
Marie Kelly, the United Steelworkers Assistant Director of the
union's Ontario/Atlantic District, said that Slater Steel should
waste no more time in negotiating the sale of its Hamilton
Specialty Bar Division to Delaware Street Capital.

The union is proceeding with a motion to be filed on
March 1, calling on the court to postpone the Slater liquidation,
allowing DSC an opportunity to purchase the Hamilton plant.

"DSC is a company that understands that the real value of a
company is its workforce, and that a restructuring should not be
conducted on the backs of workers and retirees," said Kelly. "They
were prepared to recognize what the members of Local 4752 have
always known - that generations of Slater workers have made a
quality product that should continue to be manufactured by
Steelworkers in Hamilton."

Kelly said sale to DSC would ensure that production is not
interrupted for any reason, and that customers experience a
seamless transition from Slater to DSC.

On Sunday, members of Local 4752 voted 95.3 per cent in favor of
an agreement with DSC, which would preserve current members' and
retirees' pensions and benefits, along with wage increases through
job combinations, a new incentive plan, maintenance of vacations
and holidays and protection against contracting out.

"We view DSC as a progressive company prepared to work with the
union to create a new operation that works in the interests of all
concerned," said Kelly.


SMITHFIELD FOODS: Reports Sharply Improved Third Quarter Earnings
-----------------------------------------------------------------    
Smithfield Foods, Inc. (NYSE: SFD) announced net income for the
third quarter of fiscal 2004, ended February 1, of $46.1 million,
or $.41 per diluted share, versus net income of $5.3 million, or
$.05 per diluted share, last year.  Results in the quarter were
adversely affected by $11 million in costs and inefficiencies in
the beef segment related to the market impact of a reported case
of BSE in Washington state.  Additionally, results in the quarter
include $7.5 million in financing costs related to a short-term
bridge loan obtained to finance the purchase of Farmland Foods,
pending receipt of cash proceeds from the sale of Schneider
Corporation.

Third quarter sales were $2.7 billion versus $1.8 billion last
year.  This year's fiscal third quarter and year to date results
include 14 weeks and 40 weeks, respectively, compared with 13
weeks and 39 weeks in the prior year.

Earnings from continuing operations, excluding Schneider
Corporation results, were $42.1 million, or $.38 per diluted
share, compared with $2.9 million, or $.03 per diluted share, a
year ago.  On September 25, Smithfield announced a definitive
agreement to sell Schneider to Maple Leaf Foods Inc. The sale,
which is subject to regulatory approval, is expected to close
before the end of the company's fiscal year.  For the year to
date, earnings from continuing operations were $91.6 million, or
$.82 per diluted share, versus $7.7 million, or $.07 per diluted
share, last year.

On October 28, Smithfield Foods acquired substantially all of the
assets of Farmland Foods, the pork production and processing
business of Farmland Industries, Inc.  The results of Farmland's
pork processing operations are included in the company's pork
segment.  Results of their hog raising operations are included in
Smithfield's Hog Production Group.

The sharply higher earnings in the third quarter were due
primarily to substantially improved results at the company's hog
production operations related to a 19 percent increase in live hog
market prices and inclusion of the results of Farmland.

Pork segment operating profit increased 32 percent, primarily the
result of the inclusion of Farmland.  Excluding Farmland and the
extra week of sales, fresh pork volume grew six percent and
processed meats and prepared foods volume rose three percent.  
Fresh pork margins and processed meats margins weakened as a
result of the substantial increase in raw material costs that
could not be fully passed on in product pricing.

"We are very pleased with our third quarter results particularly
given the down turn in beef profits following the BSE incident in
late December," said Joseph W. Luter, III, Chairman and Chief
Executive Officer.  "Hog prices have improved as we anticipated,
and our overall processing business is very strong."

"As well, we are very pleased with the early results of Farmland.
Farmland president George Richter and his team have added a new
dimension to the Smithfield Foods organization.  As we expected,
Farmland has been immediately accretive to our earnings and we
fully expect Farmland to be a significant contributor to our
overall pork results going forward," said Mr. Luter.

The company noted that the addition of Farmland's strong processed
meats brand names has substantially expanded Smithfield's retail
market share in bacon, lunchmeats and breakfast sausage.  
Smithfield's emphasis on growing the value-added sector continued
during the quarter.  In the prepared foods category, dinner
entrees and pre-cooked sausage grew at double-digit rates,
adjusting for recent acquisitions and the extra week of sales, as
did other processed meats categories, such as deli meats and dry
sausage.

Operating profit in the beef segment was well below a year ago and
declined over 80 percent from the second quarter.  Following the  
announcement in December of the discovery of a single case of BSE
in Washington state and the resulting drop in the cattle and beef
markets, the company's beef operations recognized inventory losses
of $7.7 million.  Additionally, due to a lack of available market
cattle in the weeks following the announcement, the company
incurred operating inefficiencies in its beef plants totaling
approximately $3.3 million as the result of sharply reduced
operating levels.

Although the Hog Production Group recorded a modest loss, results
improved by $56 million versus a year ago, as live hog market
prices averaged over $36 per hundredweight, compared with just
under $31 last year.  Raising costs remained about the same as
last year and the second quarter.  For the first nine months, the
HPG reported a dramatic swing in profitability of $137 million.

A recovery in market conditions in the United States turkey
industry and improved processed meats results in the company's
Polish and French operations were responsible for the considerably
higher results in the company's other segment.

"Our hog production operations have been profitable recently,"
said Mr. Luter.  "Demand for pork remains strong and our
operations are healthy, in spite of rising raw material costs.  
Our processed meats businesses continue to gain market share and
grow as we continue our focus on using all our raw materials
internally as well as increasing our share of the fully cooked and
prepared foods categories.  Although the beef industry will run at
a lower operating rate for the next few months, the outlook for
Smithfield as a whole for the remainder of fiscal 2004 is very
good.  We expect a very favorable year-to-year comparison for the
fourth quarter and all indications are that fiscal 2005 should be
a very good year for Smithfield Foods," he said.
    
With annualized sales of $9 billion, Smithfield Foods (S&P, BB+
Corporate Credit  Rating, Negative)  is the leading processor and
marketer of fresh pork and processed meats in the United States,
as well as the largest producer of hogs.  For more information,
please visit http://www.smithfieldfoods.com/


SOLUTIA INC: Adipic Acid Price to Increase on April 1, 2004
-----------------------------------------------------------
Effective April 1, Solutia Inc. (OTC Bulletin Board: SOLUQ) will
increase the price of Adipic Acid $0.05/lb. "The increase is being
driven by demand for adipic acid in both the merchant and captive
markets, which has improved steadily since 2002, and continued
high raw material costs," stated Mike Berezo, Director, Nylon
Intermediates. "It is imperative that Solutia achieve returns
sufficient for continued investment in the business in order to
sustain our position as a reliable supplier."

During the past several years Solutia has taken action to reduce
fixed costs and improve process efficiencies. However, recent
increases in raw material pricing, notably benzene and natural
gas, have eroded margins. "This price increase is needed now in
order to supplement our cost reduction programs and to return some
of the lost margins we experienced during the past few years as a
result of relatively weak demand and a significant escalation in
raw material prices," concluded Berezo.

                      Corporate Profiles

On December 17, 2003, Solutia Inc, and 14 of its U.S. subsidiaries
filed voluntary petitions for reorganization under chapter 11 of
the U.S. Bankruptcy Code in the U.S. Bankruptcy Court of the
Southern division of New York. Solutia's affiliates outside of the
United States were not included in the Chapter 11 filing.
Additional information on Solutia's chapter 11 reorganization is
available from the company's web site, http://www.Solutia.com/

Solutia -- http://www.Solutia.com-- uses world-class skills in  
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day. Solutia
is a world leader in performance films for laminated safety glass
and after-market applications; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products
including high-performance polymers and fibers.
    

SOLUTIA: Unsecured Panel Retains Akin Gump as Bankruptcy Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of the Solutia, Inc. Debtors seeks the Court's
authority to retain Akin Gump Strauss Hauer & Feld LLP to serve as
its counsel, nunc pro tunc to January 5, 2004.

In November 2003, an ad hoc committee of certain unaffiliated
holders of the 6.72% Debentures due 2037, the 11.25% Debentures
due 2009 and the 7.375% Debentures due 2026, issued by the
Debtors, was formed to negotiate a consensual restructuring of
certain of the Debtors' debt obligations.  The Ad Hoc Committee
retained Akin Gump as its counsel.  Since the formation of the
Official Committee, the Ad Hoc Committee ceased to exist and Akin
Gump was released from service.  Three of the nine Official
Committee members were members of the Ad Hoc Committee.

According to Committee Chairman Nathan Van Duzer of Fidelity
Management & Research, Akin Gump possesses extensive knowledge
and expertise in the areas of law relevant to the Debtors'
Chapter 11 cases.  In selecting counsel, the Committee sought
attorneys with considerable experience in representing unsecured
creditors' committees in Chapter 11 reorganization cases and
other debt restructurings.  The Committee determined that Akin
Gump has this experience since it is currently representing and
has represented official creditors committees in many significant
bankruptcy proceedings.

As the Committee's counsel, Akin Gump will:

   * advise the Committee with respect to its rights, duties and
     powers in the Debtors' Chapter 11 cases;

   * assist and advise the Committee in its consultations with
     the Debtors relative to the administration of these Chapter
     11 cases;

   * assist the Committee in analyzing the claims of the Debtors'
     creditors and the Debtors' capital structure and in
     negotiating with holders of claims and equity interests;

   * assist the Committee in its investigation of the acts,
     conduct, assets, liabilities and financial condition of the
     Debtors and of their business operations;

   * assist the Committee in its analysis of, and negotiations
     with, the Debtors or any third party concerning matters
     related to, among other things, the assumption or rejection
     of certain non-residential real property leases and
     executory contracts, asset dispositions, financing of other
     transactions and the terms of one or more plans of
     reorganization for the Debtors and accompanying disclosure
     statements and related plan documents;

   * assist and advise the Committee as to its communications to
     the general creditor body regarding significant matters in
     the Debtors' Chapter 11 cases;

   * represent the Committee at all hearings and other
     proceedings;

   * review and analyze applications, orders, statements of
     operations and schedules filed with the Court and advise
     the Committee as to their propriety, and to the extent
     deemed appropriate by the Committee, support, join or
     object thereto;

   * assist the Committee in lobbying, if appropriate;

   * assist the Committee in preparing pleadings and applications
     as may be necessary in furtherance of its interests and
     objectives;

   * prepare, on the Committee's behalf, any pleadings, including
     without limitation, motions, memoranda, complaints,
     adversary complaints, objections or comments; and

   * perform other legal services as may be required or are
     otherwise deemed to be in the interests of the Committee in
     accordance with its powers and duties as set forth in the
     Bankruptcy Code, Bankruptcy Rules or other applicable law.

Akin Gump will be compensated for its legal services on an hourly
basis in accordance with its ordinary and customary hourly rates
in effect on the date the services are rendered.

        Partners                        $325 - 775
        Special Counsel and Counsel      325 - 725
        Associates                       185 - 450
        Paraprofessionals                 45 - 195

The names, positions and current hourly rates of the Akin Gump
professionals currently expected to have primary responsibility
for providing services to the Committee are:

Professional        Position                          Rate
------------        --------                          ----
Daniel H. Golden    Partner                           $775
                    Financial Restructuring Dept.

Ira S. Dizengoff    Partner                            625
                    Financial Restructuring Dept.

Russel J. Reid      Partner                            550
                    Financial Restructuring Dept.

James L. Rice       Partner                            550
                    Corporate Department

Paul E. Gutterman   Partner                            525
                    Energy, Land Use &
                    Environmental Department

James R. Savin      Counsel                            475
                    Financial Restructuring Dept.

Shuba Satyaprasad   Associate                          425
                    Financial Restructuring Dept.

Judy L. Harris      Associate                          350
                    Financial Restructuring Dept.

David H. Quigley    Counsel                            335
                    Energy, Land Use &
                    Environmental Department

Jeffrey Anapolsky   Associate                          325
                    Financial Restructuring Dept.

Ryan C. Jacobs      Associate                          275
                    Financial Restructuring Dept.

It will be necessary, from time to time, for other Akin Gump
professionals to provide services to the Committee.

The Committee requests that all legal fees and related costs and
expenses it incurred on account of the services rendered by Akin
Gump in the Debtors' Chapter 11 cases be paid as administrative
expenses of the estates pursuant to Sections 328, 330(a), 331,
503(b) and 507(a)(1) of the Bankruptcy Code.

Daniel H. Golden, a member of Akin Gump, assures Judge Beatty
that the firm does not represent and does not hold any interest
adverse to the Debtors' estates or their creditors in the matters
upon which it is to be engaged.  Mr. Golden clarifies, however,
that Akin Gump is a large firm with a national and international
practice, and may represent or may have represented certain of
the Debtors' creditors, equity holders, affiliates, or other
parties-in-interest in matters unrelated to the Debtors' Chapter
11 cases.  Furthermore, Akin Gump is a "disinterested person,"
pursuant to Sections 101(14) and 1107(b) of the Bankruptcy Code
and as required by Section 327(a). (Solutia Bankruptcy News, Issue
No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTHWALL TECH: Raises $4.5 Million in Convertible Debt Funding
---------------------------------------------------------------
Southwall Technologies Inc. (Nasdaq:SWTX), a global developer,
manufacturer and marketer of thin-film coatings for the electronic
display, automotive glass and architectural markets, raised $4.5
million in convertible debt funding under an amended and restated
agreement with a group of investors led by Needham Capital
Partners.

At the option of the investors, the secured convertible debt can
be converted into 4,500,000 shares of preferred stock. Other terms
remain generally unchanged as the total bank guarantee and secured
debt financing package provides up to $7.5 million in funding for
Southwall. As a condition to receiving funding under the December
18th agreement, Southwall had to reach satisfactory agreements
with its major creditors. Under the terms of the revised creditor
agreements Southwall restructured its payment obligations, which
is expected to result in a cash outlay reduction of over $6
million in 2004.

"We are very pleased to have secured additional funding and
reached agreements with several of our largest creditors," said
Thomas G. Hood, Southwall's president and chief executive officer.
"The restructuring of these financial obligations with our
creditors is expected to substantially improve Southwall's cash
situation and is an indication of the significant progress we are
making in putting Southwall back on solid financial ground. These
agreements, along with the financial benefits from our workforce
reduction and consolidation of our U.S. operations, should allow
the company to successfully rebuild in 2004."

For a complete description of the amended investment agreement,
please refer to Southwall's Form 8-K which is expected to be filed
with the Securities and Exchange Commission on Wednesday February
25, 2004. The descriptions of those documents in this press
release are qualified in their entirety by reference to the actual
documents.

             About Southwall Technologies Inc.

Southwall Technologies Inc. designs and produces thin film
coatings that selectively absorb, reflect or transmit light.
Southwall products are used in a number of automotive, electronic
display and architectural glass products to enhance optical and
thermal performance characteristics, improve user comfort and
reduce energy costs. Southwall is an ISO 9001:2000-certified
manufacturer and exports advanced thin film coatings to over 25
countries around the world. Southwall's customers include Audi,
BMW, DaimlerChrysler, Hewlett-Packard, Mitsubishi Electric, Mitsui
Chemicals, Peugeot-Citroen, Pilkington, Renault, Saint-Gobain
Sekurit, and Volvo.

                About Needham & Company

Needham & Company, Inc., a leading U.S. investment banking,
securities and asset management firm focused primarily on serving
emerging growth industries and their investors. Further
information is available at http://www.needhamco.com/

             About Dolphin Asset Management

Dolphin Asset Management Corp. is a New York-based asset
management firm investing exclusively in micro-cap opportunities.

                         *     *     *

                  Going Concern Uncertainty

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

Financing needs:

"We have incurred a net loss and negative cash flows from
operations in the first nine months of 2003, and expect to incur
net losses and negative cash flows through at least the first
quarter of 2004. We are not in compliance with all of the
financial covenants of our line of credit facility. Also, we did
not make the scheduled principal and interest payment due on
November 6, 2003 as required under the bank loan guaranteed by
Teijin, and therefore, are in default of the bank loan and
guarantee agreements. These events may be deemed events of default
under other of our credit agreements. These factors together with
our working capital position and our significant debt service and
other contractual obligations at September 28, 2003, raise
substantial doubt about our ability to continue as a going
concern. If we are unable to obtain additional financing sources,
we may be unable to satisfactorily meet all of our cash
commitments required to fully implement our business plans."


SPIEGEL GROUP: Court Approves Fisher Road Sale Bidding Protocol
---------------------------------------------------------------
In connection with the Auction for higher and better offers for
the Fisher Road Property, the Spiegel Group Debtors sought and
obtained Court approval for these Bidding Procedures:

   (a) Qualified Overbids

       The Debtors have agreed to require a minimum initial
       overbid of greater than:

       * $22,600,000, which amount represents the sum of the
         Purchase Price, the Break-up Fee and $50,000; plus

       * the consideration arising from the assumption of
         the Assumed Liabilities under the Purchase Agreement;
         and

       * all other consideration to Distribution Fulfillment
         under the Purchase Agreement;

   (b) Delivery of Overbid and Good Faith Deposit

       A Qualified Overbidder who desires to make a bid must
       deliver the Required Bid Documents and a good faith
       deposit in the form of a certified check payable to the
       order of Distribution Fulfillment in an amount equal to or
       greater than the 5% of the total bid amount of the
       Potential Bidder's Overbid, to:

       * Shearman & Sterling LLP
         599 Lexington Avenue,
         New York, New York 10022
         Attention: Jill Frizzley, Esq.;

       and a copy of its Required Bid Documents to:

       * Spiegel, Inc.
         3500 Lacey Road,
         Downers Grove, Illinois 60515
         Attention: Terry Pieniazek;

       * Fainsbert Mase & Snyder, LLP
         11835 West Olympic Boulevard,
         Ste. 1100, Los Angeles, California 90064
         Attention: John A. Mase, Esq., and
                    Michael H. Weiss, Esq.;

       * Keen Realty, LLC
         60 Cutter Mill Road,
         Ste. 407 Great Neck, New York 11021
         Attention: Harold Bordwin, and
                    Craig Fox;

       * Chadbourne & Parke LLP,
         Counsel to the Creditors' Committee
         30 Rockefeller Plaza,
         New York, New York 10112
         Attention: David M. LeMay, Esq.; and

       * Kaye Scholer LLP,
         Counsel to the Postpetition Secured Lenders
         425 Park Avenue,
         New York, New York, 10022
         Attention: Gary B. Bernstein, Esq.

       The Bid Documents and the Deposit should be delivered not
       later than 72 hours before the Auction;

   (c) Auction

       If the Debtors determine, in consultation with their
       professionals and the Creditors Committee, that one or
       more Qualified Overbids has been timely tendered, the
       Auction, if required, will commence at 10:00 a.m. on
       Tuesday, March 23, 2004, before the Honorable Cornelius
       Blackshear, United States Bankruptcy Judge for the
       Southern District of New York, at the United States
       Bankruptcy Court, Courtroom 601, One Bowling Green, in New
       York or at such later time as determined by the Bankruptcy
       Court;

   (d) Determination of the Highest and Best Bid

       Upon conclusion of the Auction, the Debtors will, in
       consultation with the Creditors Committee:

       * review each Qualified Overbid on the basis of financial
         and contractual terms and other factors relevant to the
         sale process, including those factors affecting the
         speed and certainty of consummating the Sale; and

       * identify the Successful Bid and the second highest and
         best offer for the purchase of the Property.

       The Debtors may, in consultation with the Creditors
       Committee:

       * determine, in their business judgment, which Qualified
         Overbid is the highest or otherwise best offer; and

       * reject any bid that the Debtors determine to be
         inadequate or insufficient, any bid that is not in
         conformity with the requirements of the Bankruptcy Code,
         the Bidding Procedures or the terms and conditions of
         the Stalking Horse Purchase Agreement or any bid
         contrary to the best interests of the Debtors, their
         estates and their creditors;

   (e) The Sale Hearing

       A hearing to approve the sale of the Fisher Road Property
       to Industrial Realty or, alternatively, to the Successful
       Bidder will be conducted immediately following the Auction
       on Tuesday, March 23, 2004 at 10:00 a.m., before the Judge
       Blackshear.

       Following the Sale Hearing, if the Successful Bidder fails
       to consummate an approved sale because of a breach or
       failure to perform on its part, the Back-up Bid, as
       disclosed at the Sale Hearing, will be deemed to be the
       Successful Bid and the Debtors will be authorized, but not
       required, to consummate the sale with the Back-up Bidder
       without further court order;

   (f) Failure to Close

       If any sale of the Property to a Qualified Overbidder
       other than Industrial Realty fails to close for any reason
       and Industrial Realty has made the next to highest and
       best bid, it will purchase the Fisher Road Property on the
       terms and conditions set forth in the Purchase Agreement
       and at the final purchase price bid by Industrial Realty
       at the Auction, without requiring further Bankruptcy Court
       Approval; and

   (g) Return of Good Faith Deposit

       The Good Faith Deposits of all Qualified Overbidders will
       be retained by the Debtors and all Qualified Overbids will
       remain open and irrevocable until the earlier of the
       closing of the purchase of the Fisher Road Property and
       the assumption of the Assumed Liabilities or 60 days from
       the Auction, provided, however, that in no event will
       Industrial Realty be required to make the Good Faith
       Deposit.  If a Successful Bidder fails to consummate an
       approved sale because of a breach or failure to perform on
       the part of the Successful Bidder, the Debtors will not
       have any obligation to return the Good Faith Deposit
       deposited by the Successful Bidder, and such Good Faith
       Deposit irrevocably will become property of the Debtors
       and will not be credited against the purchase price of the
       subsequent buyer.

                Notice of Auction and Sale Hearing

The Court will hold the Sale Hearing on March 23, 2004, at 10:00
a.m.

Not later than five business days after entry of the Bidding
Procedures Order, the Debtors will serve a copy of the notice of
the Proposed Sale, the Auction, the Bidding Procedures and the
Sale Hearing, and a copy of the Bidding Procedures Order, by
first-class mail, postage prepaid, to interested parties.

In addition, not later than five business days after entry of the
Bidding Procedures Order, the Debtors will cause the Notice of
Auction and Sale Hearing to be published in the national editions
of The Wall Street Journal, The New York Times and The Columbus
Dispatch pursuant to Rule 2002(l) of the Federal Rules of
Bankruptcy Procedure.

Objections, if any, must:

   (a) be in writing;

   (b) comply with the Federal Rules of Bankruptcy Procedure and
       the Local Bankruptcy Rules;

   (c) set forth the name of the objector, the nature and amount
       of claims or interests held or asserted by the objector
       against the Debtors' estates or property, the basis for
       the objection, and the specific grounds;

   (d) be filed with the Bankruptcy Court electronically in
       accordance with General Order M-182 by registered users of
       the Court's case filing system and by all other parties-
       in-interest, on a 3.5-inch disk, preferably in Portable
       Document Format, WordPerfect, or any other Windows-based
       word processing format -- with a hard copy delivered
       directly to the chambers of Judge Blackshear -- and served
       in accordance with General Order M-182; and

   (e) comply with the Objection Requirements so that they are
       received no later than 4:00 p.m. on March 19, 2004.

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)   


SR TELECOM: Underwriters Opt to Purchase $6-Mil. More Units
-----------------------------------------------------------
The syndicate of underwriters in SR Telecom Inc.'s (TSX: SRX,
Nasdaq: SRXA) recently announced bought deal financing have
exercised and closed their option to purchase an additional
857,143 units at $7 per unit for additional aggregate gross
proceeds of $6 million. Including proceeds from the previously
announced private placement, aggregate gross proceeds from the
Company's financing were approximately $50 million.

The Syndicate of underwriters was led by Desjardins Securities
Inc., and included TD Securities Inc. and CIBC World Markets Inc.

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

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


SWEET PUBLISHING: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sweet Publishing Co., Inc.
        P.O. Box 77897
        Fort Worth, Texas 76177

Bankruptcy Case No.: 04-32156

Chapter 11 Petition Date: February 24, 2004

Type of Business: Sweet Publishing produces and distributed
                  Christian educational materials.  See
                  http://www.sweetpublishing.com/

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: James A. Walters, Esq.
                  James A. Walters, P.C.
                  900 Jackson Street, Suite 440
                  Dallas, TX 75202
                  Tel: 214-748-5288

Total Assets: $500,000 to $1 Million

Total Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wells Fargo Bank              L/C                       $100,000

Washington Mutual             L/C                        $80,118

Metroplex Metrology Lab       Promissory Note            $60,000

Keybank                       L/C                        $49,941

Nexity Bank                   L/C                        $45,785

American Express Centurion    c.c.                       $39,328

Compass Bank                  L/C                        $39,047

Discover Card                 c.c.                       $24,365

Chase                         c.c.                       $23,090

Citibank                      c.c.                       $16,494

Nextcard                      c.c.                       $16,292

American Express Optima       c.c.                       $13,391

First USA Visa                c.c.                       $10,451

American Express              c.c.                       $10,140

Everbank                      c.c.                        $7,998

American Express              c.c.                        $4,738

American Express              c.c.                        $4,719

Capital One                                               $2,000


TANGER FACTORY: 2003 Net Income Per Share Increases by 8.3%
-----------------------------------------------------------
Tanger Factory Outlet Centers, Inc. (NYSE: SKT) reported net
income available to common shareholders for the year ended
December 31, 2003 was $12 million, or $1.17 per share, as compared
to $9.2 million, or $1.08 per share, for 2002, representing an
8.3% per share increase. Net income available to common
shareholders for the fourth quarter of 2003 was $4.8 million, or
$.43 per share, as compared to $4.7 million, or $0.51 per share,
for the fourth quarter of 2002. Comparable net income results were
impacted by $1.7 million in gains on the sale of real estate
during 2002, representing $.20 per share of net income, compared
to a $147,000 net loss on the sale of real estate during 2003.

Funds from operations (FFO) for the year ended December 31, 2003
increased 12.8% to $47.0 million, as compared to FFO of $41.7
million for 2002. On a per share basis, FFO for 2003 was $3.45 per
share, as compared to $3.40 per share for 2002, representing a
1.5% per share increase. FFO for the fourth quarter of 2003 was
$13.9 million, or $0.98 per share, as compared to FFO of $13.1
million, or $1.01 per share for the fourth quarter of 2002.
Tanger's comparable FFO results were impacted by a lack of any
gains on the sale of land parcels during 2003, compared to
$728,000 of such gains, representing $.06 per share, during 2002.
Excluding these gains, FFO for the fourth quarter and year ended
December 31, 2002 would have been $0.97 per share and $3.34 per
share, respectively, resulting in a 1.0% increase in FFO per share
for the fourth quarter of 2003 and a 3.3% increase in FFO per
share for the year.

The company considers FFO a key measure of its operating
performance that is not specifically defined by accounting
principles generally accepted in the United States ("GAAP"). The
Company believes that FFO is helpful to investors because it is a
widely recognized measure of the performance of real estate
investment trusts and provides a relevant basis for comparison
among REITs. All FFO and net income per share amounts are on a
diluted basis. A reconciliation of net income to FFO is presented
on the supplemental information page of this press release.

Tanger achieved the following results for the year ended December
31, 2003:

     - Acquired a 1/3 interest in nine outlet centers totaling
       approximately 3.3 million square feet through a joint
       venture arrangement with an affiliate of Blackstone Real
       Estate Advisors

     - Issued 2,645,000 common shares, generating $101.2 million
       in net proceeds used to fund the company's equity portion
       of the Charter Oak acquisition

     - 97% year-end portfolio occupancy rate in the original
       Tanger portfolio

     - Average tenant sales of $307 per square foot in the
       original Tanger portfolio

     - Average initial base rent for new stores opened during 2003
       was $18.83, which was 11.7% higher than the average base
       rent of $16.86 for stores closed during 2003

     - 277 re-tenant or renewal leases signed, totaling over 1.1
       million square feet, achieving an 80% renewal rate and a
       1.3% increase in base rent, on a cash basis, for re-
       tenanted and renewed space

     - Occupancy cost per square foot remained at an industry-
       leading low 7.4%

     - Completed 128,000 square feet of expansion/acquisition
       space

     - $8.7 million in net proceeds from non-core property
       dispositions

Stanley K. Tanger, Chairman of the Board and Chief Executive
Officer, stated, "We had a busy and productive 2003. Tenants'
sales were strong throughout the year and our operating results
during 2003 continued the positive trends of the last few years.
Our excellent financial performance was due to the tremendous
focus of our entire management team on the day-to- day management,
marketing and leasing of our portfolio of outlet shopping centers.
I am proud that we have been able to maintain this focus while
completing several transactions during the year, including the
acquisition of the Charter Oak portfolio. The continued successful
integration of these properties into our systems will be a top
priority this year."

             National Platform Continues to Drive
         Solid Operating Results and Higher Same-Space Sales

As of December 31, 2003, Tanger's portfolio of owned or partially
owned properties totaled 8.9 million square feet throughout 36
factory outlet shopping centers diversified across 23 states. In
addition as of December 31, 2003, Tanger managed four outlet
shopping centers totaling approximately 434,000 square feet for a
fee. The company's broad geographic representation and established
brand name within the factory outlet industry continues to
generate solid operating results.

As expected, the Charter Oak portfolio of nine outlet centers,
which were added to the Tanger portfolio on December 19, 2003, had
a year-end occupancy rate of 94%, compared to the remaining Tanger
portfolio's year-end occupancy rate of 97%. In total, the
company's portfolio of owned or partially owned properties had a
year-end occupancy rate of 96%, representing the 23rd consecutive
year since the company commenced operations in 1981 that it has
achieved a year-end portfolio occupancy rate at or above 95%.

During 2003, the company executed 277 re-tenant or renewal leases
totaling over 1.1 million square feet. The company achieved a
retention rate of approximately 80% with existing tenants for the
year and achieved a 1.3% increase in base rental revenue per
square foot, on a cash basis, for re- tenanted and renewed space.
The average initial base rent for new stores that opened during
2003 was $18.83, which was 11.7% higher than the average base rent
of $16.86 for stores that closed during 2003. As a result, the
company's average base rental income per leasable square foot
increased to $15.02 per foot for the year ended December 31, 2003
compared to $14.79 per foot for 2002. The company continues to
derive its rental income from a diverse group of retailers with no
single tenant representing more than 6.1% of its gross leasable
area as of December 31, 2003.

In spite of severe winter weather in December that forced some of
Tanger's centers to close early or open late a few days during the
peak holiday shopping period, same-space sales increased by 2.3%
for the year ended December 31, 2003 and 2.4% for the three months
ended December 31, 2003 over the same-space sales for the
comparable periods in 2002. Reported 2003 same- space sales in the
Charter Oak portfolio equated to $290 per square foot, compared to
the remaining Tanger portfolio's average same-space sales during
2003 of $307 per square foot, resulting in an overall average of
$301 per square foot for the year. Average tenant occupancy costs
across Tanger's portfolio remained at an industry-leading low
level during 2003, averaging 7.4%, slightly above the company's
2002 rate of 7.2%.

           2003 Investment Activities Increase Portfolio
             by Over 50% & Provide Growth Opportunities

During 2003, Tanger increased its portfolio under management by
approximately 3.1 million square feet, or approximately 51%,
through expansion and acquisition activities, net of dispositions.

In January 2003, Tanger acquired a 29,000 square foot, 100% leased
expansion located contiguous with its existing factory outlet
center in Sevierville, Tennessee. The purchase price was $4.7
million with an expected initial return on our investment of 10%.
Tanger also completed another 35,000 square foot expansion of the
center in July 2003 at a cost of $4 million with an expected
return on our investment in excess of 13%. The Sevierville center
now totals approximately 419,000 square feet.

In May 2003, Tanger completed a 64,000 square foot second phase of
its successful center in Myrtle Beach, South Carolina. The center,
developed, managed and leased by the company, is owned through a
joint venture in which the company owns a 50% interest.
Accordingly, the company's total investment for the second phase
is approximately $1.1 million with an expected return on our
investment in excess of 20%. Additionally, Tanger is currently
underway with a 79,000 square foot, third expansion. The estimated
cost of the expansion is $9.7 million, and the company currently
expects to complete the expansion with stores commencing
operations during the summer of 2004. The capital investment by
Tanger for the third phase is approximately $1.7 million with an
expected return on our investment in excess of 20%. Upon
completion of the expansion, the Myrtle Beach center will total
approximately 403,000 square feet.

Also in May 2003, Tanger sold a 49,252 square foot non-core
property located in Martinsburg, West Virginia for a total cash
sales price of $2.3 million, resulting in a book loss of $735,000.
In November 2003, Tanger sold a 184,768 square foot non-core
property located in Casa Grande, Arizona for a total cash sales
price of $7.1 million, resulting in a book gain of $588,000. The
book loss and/or gain on the sale of these properties is included
in the company's reported net income for the year and is excluded
from FFO in accordance with the industry standard definition for
FFO as set forth by the National Association of Real Estate
Investment Trusts.

In December 2003, Tanger closed on the acquisition of the Charter
Oak Partners' portfolio of nine factory outlet centers totaling
approximately 3.3 million square feet. Tanger and an affiliate of
Blackstone Real Estate Advisors acquired the portfolio through a
joint venture in the form of a limited liability company. Tanger
owns one-third and Blackstone owns two- thirds of the joint
venture. Tanger is providing operating, management, leasing and
marketing services to the properties for a fee. The purchase price
of this transaction was $491 million, including the assumption of
approximately $186.4 million of debt.

                  2003 Financing Activities
              Improve Balance Sheet and Provide
                     Additional Equity

During the second quarter of 2003, Tanger called for redemption
all of its 801,897 Series A convertible preferred shares, to be
effective on June 20, 2003. Prior to redemption, each Series A
preferred share could have been converted to .901 common shares.
In total, 787,008, or 98.1%, of the Series A preferred shares were
converted into 709,078 common shares and the company redeemed the
remaining 14,889 Series A preferred shares for $25 per share, plus
accrued and unpaid dividends. Tanger funded the redemption,
totaling approximately $375,000 from cash flow from operations.

In December 2003, Tanger raised approximately $88 million in net
equity proceeds through the sale of 2.3 million newly issued
common shares. The company utilized the proceeds, together with
other available funds, to fund its portion of the equity required
to acquire the Charter Oak Portfolio of outlet centers. On January
6, 2004, an additional 345,000 shares were issued in conjunction
with the exercise of the underwriters' over-allotment option,
resulting in approximately $13.2 million in additional net
proceeds which were used to pay down amounts outstanding on
Tanger's floating rate unsecured lines of credit. Additionally,
during 2003 Tanger increased its unsecured credit line capacity to
$100 million and extended the maturity on its credit lines to June
2005.

As a result of the company's successful equity transactions,
Tanger's total market capitalization increased 60.5% from $742.3
million at December 31, 2002 to $1.19 billion at December 31,
2003. As of December 31, 2003, on a consolidated basis, the
company had approximately $528.5 million of debt outstanding
(excluding a debt premium of $11.9 million), as compared to $345.0
million outstanding at year-end 2002. Of the $528.5 million
outstanding as of December 31, 2003, $452.3 million, or 85.6% of
its total debt, was fixed rate, long-term debt. At December 31,
2003, Tanger had $22.7 million outstanding on its lines of credit,
which as of February 24, 2003 has been reduced to $14.8 million
outstanding.

               In 2004 Tanger Expects to Continue
                      Growing FFO Per Share

Based on current market conditions, the strength and stability of
its core portfolio, the successful integration of the Charter Oak
portfolio and the company's development, acquisition and
disposition strategy, Tanger currently believes its net income
available to common shareholders for 2004 will be between $0.62
and $0.70 per share and its FFO for 2004 will be between $3.68 and
$3.76 per share, representing an increase in FFO over the prior
year of approximately 7% to 9%.

Tanger currently believes it will earn 9% of its annual 2004 net
income and 22% of its FFO per share in the first quarter, 15% of
its net income and 23% of its FFO in the second quarter, 32% of
its net income and 27% of its FFO in the third quarter and 44% of
its net income and 28% of its FFO in the fourth quarter.

            About Tanger Factory Outlet Centers

Tanger Factory Outlet Centers, Inc. (NYSE: SKT) (S&P, BB+
Corporate Credit Rating, Stable), a fully integrated, self-
administered and self-managed publicly traded REIT, presently has
ownership interests in or management responsibilities for 40
centers in 23 states coast to coast, totaling approximately 9.3
million square feet of gross leasable area. We are filing a Form
8-K with the Securities and Exchange Commission that includes a
supplemental information package for the quarter ended December
31, 2003. For more information on Tanger Outlet Centers, visit  

               http://www.tangeroutlet.com/


TARGET TWO: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Target Two Associates L.P.
        20 Confucious Plaza, 39F
        New York, NY 10002

Bankruptcy Case No.: 04-11180

Chapter 11 Petition Date: February 24, 2004

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtor's Counsel: Nicholas Fitzgerald, Esq.
                  Fitzgerald and Associates
                  649 Newark Avenue
                  Jersey City, NJ 07306
                  Tel: 201-435-7372
                  Fax: 201-435-7361

Total Assets: $18,000,000

Total Debts:  $13,648,300

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Drix Capital Markets LLC      Bank Loan               $9,800,000
1717 Main Street, Ste 1000    Value of Collateral:
Dallas, TX 75201              $16,000,000

Small Loan Administration     Loan                      $825,000
380 Rainbow Blvd. South       Value of Collateral:
Niagra Falls, NY 10013        $18,000,000

Huang & Chong                                         $2,000,000
21 Howard Street, Apt. #203
New York, NY 10013

NYC Department of Finance                               $200,000

Merlstar Hotel & Resorts                                $104,000

The State Insurance Fund                                 $75,000

Advance Elevator                                          $9,000

Bell Securities                                           $8,000

A.I Credit (Insurance)        Insurance bill              $7,300

Alice Yong                                                $7,000

R.D.P. (Computer software                                 $3,000
Supporting)


TIMKEN: Transfers Reno and Toronto Logistics Operations to CoLinx
-----------------------------------------------------------------
The Timken Company intends to transfer the balance of its Toronto,
Ontario (Canada) and Reno, Nevada warehousing operations to
CoLinx. The transfer of the Toronto operations to CoLinx Canada
ULC and the Reno facility to CoLinx, LLC are effective April 24,
2004. The U.S. and Canadian CoLinx companies, formed as a joint
venture involving INA Holding Schaeffler KG, Rockwell Automation,
The SKF Group and Timken, provide Web-based services and
integrated logistics for premium-brand industrial manufacturers.

The Reno and Toronto facilities currently ship Torrington(R) and
Fafnir(R) products to authorized distributors throughout Canada
and the western U.S. They will become integrated within the
existing CoLinx operations that have already been shipping
Timken(R) products for two years. These current moves drive
greater efficiencies because they provide Timken with two primary
distribution points for all of its brands across Canada and the
western U.S.

                       Canadian Transfer
    
The transfer between CoLinx Canada and Timken includes the
movement of warehouse operations from the current 15,000 square-
foot facility located in Mississauga, a Toronto suburb, to a new
50,000 square-foot CoLinx warehouse in Bramalea, Ontario. CoLinx
Canada has offered employment opportunities to Timken's four full-
time warehouse associates.

                        Reno Transfer
    
In Reno, warehouse operations from the current 20,000 square-foot
facility will be transferred to a 110,000 square-foot facility in
Sparks, Nevada. CoLinx has also offered employment opportunities
to Timken's four full-time Reno warehouse associates.
    
"These initiatives allow us to advance our logistics function so
that we have central distribution operations for the full
complement of quality Timken products across Canada and the
western United States," said Kari Groh, general manager -- global
logistics and customer service for Timken's distribution
management business. "These moves also set the stage for us to
provide 'one face to the customer,' a key objective since we  
acquired The Torrington Company last year.

"We trust that our distributors will find it much easier to do
business with us as soon as we complete the integration of our
order management systems, which is scheduled for later this year,"
she added.  "In the interim, the product will be co-located, but
we will continue operating on separate order management systems --
one for Timken products and the other for Torrington and Fafnir
products."

"We are excited about expanding our relationship with Timken and
are well-prepared to integrate these activities into our new
facility in Bramalea and our operation in Sparks," said Don Louis,
who serves as chairman of CoLinx Canada ULC and chief executive
officer of CoLinx, LLC. "This transfer further demonstrates the
strength of the CoLinx shared services model and underscores our
commitment to serve our member brands."

The Timken Company (NYSE: TKR)(Moody's, Ba1 Senior Unsecured Debt,
Senior Implied and Senior Unsecured Issuer Ratings)
-- http://www.timken.com/-- is a leading global manufacturer of
highly engineered bearings and alloy steels and a provider of
related products and services with operations in 29 countries. The
company recorded 2003 sales of $3.8 billion and employed
approximately 26,000 at year-end.


TITAN CORP: Reports Record Fourth Quarter & Full Year 2003 Results   
------------------------------------------------------------------
The Titan Corporation (NYSE: TTN), a leading provider of
comprehensive information and communications systems solutions and
services to the Department of Defense, intelligence agencies, and
other federal government customers, reported record quarterly
revenues of $488 million for the fourth quarter of 2003, an
increase of 29% over $379 million in the fourth quarter of 2002.
The organic growth for the quarter was 28% over the fourth quarter
a year ago.

For full year 2003, Titan reported revenues of $1,775 million, an
increase of 28% over $1,392 million for the full year 2002. The
organic growth rate for 2003 was 26%. Results reflect record
revenue growth for Titan driven by the Company's ability to bid,
win, and execute on large procurements from the U.S. Department of
Defense and other government agencies in areas such as defense
secure communications and intelligence systems, government
enterprise IT systems, transformational programs, and homeland
security applications.

Net income for the fourth quarter of 2003 was $4.1 million, or
$0.05 per share, compared with a net loss of $0.8 million or $0.01
per share for the fourth quarter of 2002. Included in net income
for the fourth quarter of 2003 are the following items:

      * A pre-tax impairment charge of $15.8 million(1) ($9.5
        million after tax) resulting from the January 2004 Chapter
        7 bankruptcy filing of SureBeam, Titan's former
        subsidiary, for the estimated impairment of the $25
        million in senior secured notes owed to Titan by SureBeam,
        Titan subleases to SureBeam, guarantees of SureBeam
        facilities leases and the Titan bank guarantee related to
        Hawaii Pride;

      * Merger related costs of $1.5 million related to Titan's
        proposed merger with Lockheed Martin Corporation;

      * Loss on investments of $6.2 million related to an
        unrealized loss on the carrying value of Titan's
        investment in Etenna Corporation based upon recent
        indications of implied fair value, and a realized loss on
        an investment that was sold in January 2004;

      * A loss from discontinued operations of $0.9 million
        related primarily to the Company's commercial information
        technology business held for sale.

Included in the net loss for the fourth quarter of 2002 were
deferred compensation costs of $3 million, exit and restructuring
costs of $3.3 million and an after tax loss from discontinued
operations of $8.4 million.

Pro forma net income(2) for the fourth quarter of 2003 was $20.2
million, or $0.23 per share, compared with $11.9 million, or $0.15
per share, for the fourth quarter of 2002. Pro forma operating
margins improved to 8.6% in the fourth quarter of 2003, due to
economies of scale from higher revenues and specific cost
containment measures. This compares favorably to the 7.5% and 7.7%
pro forma margins in the second and third quarters of 2003,
respectively. Bookings(3) in the fourth quarter of 2003 totaled
approximately $600 million, building backlog to a record $5.2
billion. Days Sales Outstanding (DSO) was 72 days for the fourth
quarter of 2003.

"The record revenues and continued operating margin improvements
this quarter reflect our strong organic growth in providing
National Security Solutions to the U.S. Department of Defense,
Department of Homeland Security and other federal agencies -- as
well as our continued efforts to improve operational
efficiencies," said Gene W. Ray, Titan's chairman, president and
CEO.

            Fourth Quarter 2003 Operational Highlights

Revenue growth for the quarter was largely the result of continued
ramp-up of existing large contracts with the military and
intelligence communities, including the linguists contract with
the Army Intelligence and Security Command, the Enterprise
Architecture and Decision Support contract with the National
Security Agency, the Enterprise Information Technology contract
with the U.S. Special Operations Command, and the Affordable
Weapon and X-Craft development contracts with the Office of Naval
Research. These contracts -- along with awards won in the fourth
quarter from the U. S. Navy, Air Force and Civil Agencies --
helped drive organic revenue growth to 28% quarter-over- quarter
and 26% year-over-year.

                       Full Year Results

For full year 2003, Titan reported revenues of $1,775 million, an
increase of 28% over $1,392 million for the full year 2002. Net
income was $32.1 million, or $0.38 per share, compared with a net
loss of $271.5 million or $3.58 per share for the full year 2002.
Included in net income for 2003 was a charge for deferred
compensation of $7.2 million, the pre-tax impairment charge on
SureBeam of $15.8 million, $2.2 million for Lockheed Martin merger
related costs, a loss on investments of $6.2 million, and a loss
from discontinued operations of $0.9 million. Included in the net
loss for the full year 2002 is a charge for deferred compensation
of $27.8 million, exit and restructuring charges of $53.3 million,
and a net loss from discontinued operations of $218.1 million.

Pro forma net income for 2003 was $62.1 million, or $0.74 per
share, compared with $45.9 million, or $0.57 per share, for 2002,
reflecting a 30% year-over-year increase in pro-forma earnings per
share. Pro forma operating margins were 7.7% in 2003. Cash
provided from continuing operations was approximately $78 million
for the full year 2003.

     (1) Titan expects to receive substantially all of the assets
         of SureBeam (the "collateral") from the bankruptcy, as
         Titan is SureBeam's only secured creditor and the
         estimated proceeds from selling the collateral is less
         than the senior secured debts owed by SureBeam to Titan
         under the SureBeam line of credit.  The ultimate amount
         of impairment to be recognized is contingent upon the
         amount of actual proceeds recovered by Titan from the
         liquidation of collateral received from the bankruptcy
         process and Titan's ability to mitigate its obligations
         under the facilities lease guarantees through subleases
         and other means.  The actual amount of Titan's recovery
         from SureBeam could be lower or higher than currently
         estimated depending on the amount of SureBeam liquidation
         proceeds received and the amount of net payments made
         under its subleases to SureBeam, lease guarantees issued
         on behalf of SureBeam and Titan's bank debt guarantee
         related to Hawaii Pride.

     (2) Pro forma results are from continuing operations and
         exclude non-cash amortization of purchased intangibles,                                    
         non-cash deferred compensation, impairment charges,      
         merger related costs, exit and restructuring charges,
         loss from discontinued operations, debt extinguishment
         costs, loss on investments and the cumulative effect
         of a change in accounting principle, as illustrated in
         the accompanying financial tables.  The Company believes
         that pro forma operating results are a meaningful
         measurement of operating performance due to the non-cash
         nature of the amortization of purchased intangibles,
         deferred compensation, and loss on investments, and the
         non-recurring nature of impairment charges, debt
         extinguishment costs, merger related costs, and exit and
         restructuring charges.  All numbers used in this release,
         unless noted as pro forma, are in accordance with
         Generally Accepted Accounting Principles (GAAP).  

     (3) Bookings are defined as estimated revenue to be generated
         over the life of new contracts awarded in the period.

                     About Titan

Headquartered in San Diego, The Titan Corporation (S&P, BB-
Corporate Credit and Senior Secured Debt Ratings, Positive) is a
leading provider of comprehensive information and communications
systems solutions and services to the Department of Defense,
intelligence agencies, and other federal government customers.  As
a provider of National Security Solutions, the company has
approximately 12,000 employees and annualized sales of
approximately $2 billion.


TRAVEL PLAZA: Employing Abramoff Neuberger as Special Counsel
-------------------------------------------------------------
Travel Plaza of Baltimore II, LLC and Calverton Hotel Venture
L.L.C., ask permission from the U.S. Bankruptcy Court for District
of Maryland to employ Abramoff, Neuberger and Linder, LLP as its
special counsel.

Abramoff Neuberger will provide the Debtors with legal advice
regarding its general corporate and real estate matters.

The Debtors report that Nancy Haas, Esq., a partner of Abramoff
Neuberger, and any other partners, associates, or counsel of
Abramoff, are members in good standing of, among others, the Bar
of Maryland.

In addition to Abramoff Neuberger, the Debtors are also employing
Whiteford, Taylor & Preston L.L.P. as general bankruptcy counsel.  
The Debtors submit that because of the extensive services
anticipated to be performed in these chapter 11 cases and for
efficiency, it is essential for them to employ each counsel.

Abramoff Neuberger will work closely with Whiteford Taylor to
ensure that there is no unnecessary duplication of services
performed for or charged to the Debtors' estates.

Abramoff Neuberger's principal attorneys designated to represent
the Debtors in their corporate and real estate legal needs have
hourly rates ranging from $215 per hour to $315 per hour.

Headquartered in Baltimore, Maryland, Travel Plaza of Baltimore
II, LLC, a hotel company, filed for chapter 11 protection on
February 2, 2004 (Bankr. Md. Case No. 04-12481).  Cameron J.
Macdonald, Esq., Karen Moore, Esq., and Kevin G. Hroblak, Esq., at
Whiteford Taylor & Preston L.L.P. represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed both estimated debts and assets of more
than $10 million.


TRUE TEMPER: S&P Rates Sr. Sec. Bank Loan & Sub. Notes at Low-Bs
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and its '3' recovery rating to golf club shaft manufacturer
True Temper Sports Inc.'s proposed $130 million senior secured
credit facilities due 2011. The 'B+' bank loan rating is the same
as TTSI's corporate credit rating; this and the '3' recovery
rating indicate that lenders can expect meaningful (50%-80%)
recovery of principal in the event of a default. In
addition, Standard & Poor's assigned its 'B-' rating to TTSI's
proposed $125 million senior subordinated notes due 2011. These
ratings are based on preliminary offering statements and are
subject to review upon final documentation.

At the same time, Standard & Poor's affirmed all its outstanding
ratings on TTSI and its parent company, True Temper Corp. (TTC),
including the two companies' 'B+' corporate credit ratings. All
ratings have been removed from CreditWatch, where they were placed
Feb. 3, 2004.

The outlooks for both TTC and TTSI are negative.

Proceeds from the new credit facilities and notes offering, along
with $120 million of equity invested by Gilbert Global Equity
Partners LP and certain members of TTSI's senior management team,
will be used to finance the proposed purchase of all the
outstanding shares of TTC's capital stock and to repay outstanding
indebtedness of $116 million currently residing at TTC and TTSI.
The purchase of stock and repayment of debt will be conducted
through a newly formed entity, TTS Holdings LLC. The rating on
TTSI's existing bank loan will be withdrawn upon the closing of
the proposed purchase, as will the subordinated debt rating on
TTSI's existing senior subordinated notes, the subordinated debt
rating on TTC's existing senior discount notes, and the corporate
credit rating on TTC.

The proposed transaction will add about $120 million of
incremental debt and substantially increase debt leverage.
However, the ratings affirmation reflects Standard & Poor's
expectation that TTSI will continue to generate modest free cash
flows. These will be available to repay the company's term bank
debt, enabling TTSI to rapidly delever. The initial 75% excess
cash flow sweep provision under the proposed credit agreement is
another indication that the company will delever.

The negative outlooks, however, reflect concerns about the higher
debt levels and the company's ability to improve credit measures
as planned.

"The ratings on TTC, as well as its operating subsidiary TTSI,
reflect the company's narrow business focus, leveraged financial
profile, and the discretionary nature of golf equipment sales,"
said Standard & Poor's credit analyst David Kang. "Somewhat
mitigating these factors are the company's leading market position
in the steel golf shaft market and its low-cost manufacturing
capabilities."

Memphis, Tennessee-based TTC, through its operating subsidiary
TTSI, primarily designs, manufactures, and markets golf club
shafts (which represented 94% of the company's sales for the
fiscal year ended Dec. 31, 2003). TTC is the largest global golf
club shaft manufacturer in this niche segment of the golf
equipment industry. It is also the market leader in steel golf
club shafts, with an estimated 68% share, more than four times
that of its next largest competitor.


UNIVERSAL HOSPITAL: December 2003 Equity Deficit Widens to $90MM
----------------------------------------------------------------
Universal Hospital Services, Inc., (UHS) announced financial
results for the fourth quarter and year ended December 31, 2003.

Total revenues were $44.6 million for the fourth quarter of 2003,
representing a $5.2 million or 13.1% increase from total revenues
of $39.4 million for the same period of 2002. For the year, total
revenues increased 11.2% over the same period in 2002 (from $153.8
million to $171.0 million). The growth of technical and
professional services and medical equipment remarketing sales
contributed to the overall increase in total revenues.

Medical equipment outsourcing revenues were $36.3 million for the
fourth quarter of 2003, representing a $2.7 million or 8.0%
increase from medical equipment outsourcing revenues of $33.6
million for the same period of 2002. For the year, medical
equipment outsourcing revenues were $140.2 million, representing a
$9.5 million, or 7.3% increase from medical equipment outsourcing
revenues of $130.7 million for the same period of 2002. Supplies,
equipment and other sales grew to $4.4 million in the fourth
quarter of 2003, representing a 56.9% increase from the prior
year. For the year, sales of supplies, equipment and other were
$16.1 million, representing a 35.8% increase over the prior year.
Service revenues were $3.9 million for the fourth quarter of 2003,
an increase of 29.5% from the same period in 2003. For the year,
service revenues increased 31.2% over the same period in 2003
(from $11.2 million to $14.7 million).

President and CEO, Gary D. Blackford, commenting on the company's
performance said, "2003 presented many challenges for our
customers and UHS. We continued to successfully grow our business
despite the flat census levels experienced by our hospital
customers. Our growth reflects the significant value we offer
hospitals as well as the success we have had in diversifying our
revenue growth in the service and equipment sales areas."

Universal Hospital Services Inc.'s December 31, 2003 balance sheet
total shareholders' deficit of $89,903,000 compared to $55,358,000
the prior year.

Loss before income taxes was $19.3 million for the year,
representing a $19.2 million increase from the loss before income
taxes of $0.1 million for the same period of 2002. During the
fourth quarter of 2003, we completed a recapitalization, which
resulted in recapitalization expenses of $27.1 million on a pretax
basis. During the fourth quarter of 2003 we also incurred
severance expenses of $0.6 million. Excluding recapitalization and
severance expenses, net income before tax would have been $8.4
million compared to net income before tax of $10.0 million in the
prior year, excluding a $10.1 million stock compensation and
severance charge.

Recapitalization expenses consisted primarily of compensation
expense associated with the purchase of vested stock options of
$11.3 million, a call premium associated with the early redemption
of 10-1/4% senior notes due 2008 of $6.9 million, the write-off of
unamortized loan issuance costs associated with the retired debt
of $6.4 million and miscellaneous fees and expenses of
approximately $2.5 million.

As of December 31, 2003, we had outstanding $271.1 million of
total debt, consisting of $260 million in senior notes, $10.5
million outstanding under the company's revolving credit facility,
and $0.6 million in capital lease obligations. Borrowing
availability under the revolving credit facility at December 31,
2003 was $72.7 million, net of outstanding letters of credit of
$0.6 million. Operating cash flow for 2003 was $16.0 million
compared to $40.2 million in the prior year, including the effects
of the $27.7 million recapitalization and severance expense in
2003 and $10.1 million stock compensation and severance expense in
2002. Earnings before interest, taxes, depreciation and
amortization ("EBITDA") for 2003 was $36.5 million compared to
$50.8 million for the prior year, including the effects of the
recapitalization. EBITDA is not intended to represent an
alternative to operating income or cash flows from operating,
financing or investing activities (as determined in accordance
with generally accepted accounting principles (GAAP)) as a measure
of performance, and is not representative of funds available for
discretionary use due to the Company's financing obligations.
EBITDA, as defined by the Company, may not be calculated
consistently among other companies applying similar reporting
measures. EBITDA is included herein because it is a widely
accepted financial indicator used by certain investors and
financial analysts to assess and compare companies and is an
integral part of the Company's debt covenant calculations.
Management believes that EBITDA provides an important perspective
on the Company's ability to service its long-term obligations, the
Company's ability to fund continuing growth, and the Company's
ability to continue as a going concern.

In October 2003, we completed our previously announced
recapitalization. The Company issued $260,000,000 10-1/8% senior
notes due 2011 and entered into a new five-year revolving credit
facility with a bank group led by General Electric Capital
Corporation. The new credit facility replaced the company's
previous bank facility and provides us with up to $100 million in
available revolving borrowings. In October 2003, J.W. Childs
Equity Partners III, L.P., JWC Fund III Co-invest LLC, Halifax
Capital Partners, L.P., and certain members of management
purchased an aggregate of approximately $56.0 million of newly
issued stock of UHS at a purchase price of $1.00 per share (as
adjusted for a 12-for-1 stock split effected in December 2003). In
connection with the recapitalization, UHS purchased all of its
outstanding 10-1/4% senior notes due 2008, repurchased all
outstanding preferred stock and repurchased an aggregate of
69,965,844 shares of common stock and options and warrants to
purchase an aggregate of 40,710,672 shares of common stock from
stockholders and optionholders.

            About Universal Hospital Services, Inc.

Based in Bloomington, Minnesota, Universal Hospital Services is a
leading nationwide provider of medical technology outsourcing and
services to more than 5,900 acute care hospitals and alternate
site providers and major medical equipment manufacturers. Our
services fall into three general categories: Medical Equipment
Outsourcing, Technical and Professional Services, and Medical
Equipment Sales and Remarketing. We provide a comprehensive range
of support services, including equipment delivery, training,
technical and educational support, inspection, maintenance and
complete documentation. Universal Hospital Services currently
operates through 69 district offices and 13 regional service
centers, serving customers in all 50 states and the District of
Columbia.


U.S. CAN: December 2003 Balance Sheet Insolvent by $346 Million
---------------------------------------------------------------
U.S. Can reported that its net sales for its fourth quarter ended
December 31, 2003 were $209.2 million compared to $201.4 million
for the corresponding period of 2002, a 3.9% increase. Full year
2003 net sales increased 3.3 % to $822.9 million from $796.5
million for 2002. The increases for both periods are primarily due
to the positive foreign currency impact on sales made in Europe,
offset by sales decreases in the Paint, Plastic & General Line and
Custom & Specialty business segments.

For the fourth quarter, U.S. Can reported gross income of $20.6
million or 9.9% to sales, compared to $24.4 million or 12.1% to
sales in 2002. Fourth quarter 2002 gross income included a $2.5
million one-time pension income adjustment related to its UK
defined benefit pension plan. The remainder of the decrease in
2003 primarily relates to lower margins as a result of less
overhead absorption from lower production volume. Our inventory
levels finished $10 million lower than 2002 levels even though
current year international inventories were translated at higher
foreign exchange rates. Full year 2003 gross income was $87.4
million versus $86.1 million for 2002. 2003 gross margins were
positively impacted by overhead cost reductions realized as a
result of the restructuring initiatives, which are now complete.
These positive impacts were partially offset by manufacturing
inefficiencies in the United Kingdom caused by the consolidation
of our Southall operation and decreased production volumes due to
improved inventory management as described above.

The Company has also initiated a customer and product line
profitability review within its German food can business. As a
result of this review, the Company intends to exit certain
unprofitable customer relationships and product lines
(representing less than 10% of International segment sales and
less than 3% of total Company sales) during 2004. The Company will
record restructuring charges related to these product line exits,
primarily employee severance, but has not yet quantified the
amount of the charges.

Selling, general and administrative expenses for the fourth
quarter of 2003 were flat compared to the fourth quarter of 2002
and were $1.2 million lower for the full year. The 2003 expense
decrease was due to the positive results from Company-wide cost
savings programs.

Fourth quarter 2003 interest expense was $13.6 million as compared
to $13.4 million for the fourth quarter of 2002, and $54.4 million
and $51.3 million for the 2003 and 2002 annual periods,
respectively. 2003 interest expense reflects higher average
borrowings as compared to 2002 and also reflects the July 22, 2003
issuance of $125 million of 10 7/8% Senior Secured Notes due 2010
and the use of the proceeds to prepay $70.0 million of term loans
and the reduction of borrowings under the revolving credit
facility by $55.0 million. The repayments under the revolving
credit facility did not reduce the $110.0 million amount available
for borrowings under the facility. The Notes are secured, on a
second priority basis, by substantially all of the collateral that
currently secures the Company's Senior Secured Credit Facility.

Bank financing fees for the fourth quarter of 2003 were $1.6
million as compared to $1.0 million for the fourth quarter of
2002, and $6.1 million and $4.1 million for the 2003 and 2002 year
to date periods, respectively. The 2003 increases are due to $1.5
million of fees incurred and expensed by the Company to amend its
Senior Secured Credit Facility in connection with the above
transactions. In addition, the Company incurred fees and expenses
related to the offering and senior secured credit facility
amendment that will be amortized over the life of the applicable
borrowings. The amortization of these fees and all other deferred
financing fees is included in Bank Financing Fees.

Income tax expense was $0.4 million for the fourth quarter of 2003
versus $42.1 million for the fourth quarter of 2002. Full year
2003 income tax expense was $3.1 million versus $37.6 million for
2002. During the fourth quarter of 2002, the Company recorded a
valuation allowance as it could not conclude that it was "more
likely than not" that all of the deferred tax assets of certain of
its foreign operations will be realized in the foreseeable future.
Accordingly, in 2003 the Company did not record an income tax
benefit related to 2003 losses of those operations.

In 2002, in connection with the adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible
Assets, the Company recorded a net of tax, non-cash impairment
charge of $18.3 million for the Custom & Specialty and
International segments. The impairment charge had no impact on
compliance with covenants under lending agreements.

The net loss before preferred stock dividends was $4.2 million for
the fourth quarter 2003, compared to a net loss of $45.0 million
for the fourth quarter 2002. The net loss before preferred stock
dividends for 2003 was $13.5 million compared to $71.8 million for
2002.

Earnings before interest, taxes, depreciation, amortization,
special charges relating to our restructurings and certain other
charges and expenses, as defined under the terms of our Senior
Secured Credit Facility ("Credit Facility EBITDA") was $19.7
million for the fourth quarter of 2003 and $22.9 million for the
fourth quarter of 2002. Total 2003 Credit Facility EBITDA was
$84.4 million for 2003, an increase of $2.7 million versus the
same period of 2002. The Company considers Credit Facility EBITDA
to be a useful measure of its current financial performance and
its ability to incur and service debt. In addition, Credit
Facility EBITDA is a measure used to determine the Company's
compliance with its Senior Secured Credit Facility. The most
directly comparable GAAP financial measure to Credit Facility
EBITDA is net loss from operations before cumulative effect of
accounting change.

At year-end 2003, $42.1 million had been borrowed under the $110
million revolving loan portion of the Senior Secured Credit
Facility. Letters of Credit of $13.3 million were also outstanding
securing the Company's obligations under various insurance
programs and other contractual agreements. In addition, the
Company's reported cash balance was $23.5 million.

On November 13, 2003, the Company's subsidiary, May Verpackungen
(May), finalized the terms of a two-year accounts receivable
factoring arrangement. Under the terms of the agreement, May is
factoring its customer accounts receivable, subject to a maximum
of 12.0 million euros of receivables. May received its initial
draw under the factoring agreement in December 2003 and used a
portion of this draw to repay all of its borrowings under two bank
facilities. In addition, one of May's lenders agreed to extend the
existing facility for borrowings up to 1.3 euros million through
June 30, 2004.

As permitted under its borrowing agreements, during the fourth
quarter of 2003, the Company repurchased and cancelled $3.3
million of its 12 3/8% Senior Subordinated Notes due 2010. The
notes were repurchased on the open market at a slight discount and
the repurchase was funded from cash on hand. Based on its year-end
senior debt to Credit Facility EBITDA position, the company will
be unable to repurchase additional notes during the first quarter
of 2004.

As of December 31, 2003 U.S. Can Corporation reports a
stockholders' equity deficit of $345,904,000.

U.S. Can Corporation is a leading manufacturer of steel containers
for personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.


VENTAS INC: Agrees to Acquire 14 Brookdale Living Facilities
------------------------------------------------------------
On January 29, 2004, Ventas, Inc. entered into 14 definitive
purchase agreements with certain affiliates of Brookdale Living
Communities, Inc. to purchase a total of 14 independent living or
assisted living facilities for an aggregate purchase price of $115
million. The Facilities are located in ten states and contain
approximately 2,000 units.

The Company expects to fund the Acquisitions by assuming an
aggregate of approximately $41 million of non-recourse property
level debt on certain of the Facilities, with the balance to be
paid from cash on hand and/or draws on the Company's revolving
credit facility. The property level debt encumbers seven of the
Facilities.

Also on January 29, 2004, the Company completed the Acquisitions
of four Facilities for an aggregate purchase price of $37 million.
The consummation of the Acquisitions of the remaining ten
Facilities is expected to be completed shortly, subject to
customary closing conditions. However, the consummation of each
such Acquisition is not conditioned upon the consummation of any
other such Acquisition and there can be no assurance which, if
any, of such remaining Acquisitions will be consummated or when
they be consummated.

Ventas, Inc. -- whose September 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $24 million -- is a
healthcare real estate investment trust that owns 42 hospitals,
194 nursing facilities and nine other healthcare and senior
housing facilities in 37 states. The Company also has investments
in 25 additional healthcare and senior housing facilities. More
information about Ventas can be found on its Web site at:

                http://www.ventasreit.com/


WESTERN GAS: S&P Affirms Low-B Ratings on Preferreds & Sr. Notes
----------------------------------------------------------------
Western Gas Resources, Inc.'s outstanding credit ratings have been
affirmed by Fitch Ratings as follows:

        -- Senior unsecured debt rating 'BBB-';
        -- Senior subordinated notes 'BB+';
        -- Preferred stock 'BB'.

In addition, Fitch has assigned a 'BBB-' rating to WGR's $300
million revolving credit facility due April 2007. The Rating
Outlook is Stable.

WGR's ratings reflect the core competencies of its natural gas
midstream operations and growing Rocky Mountain natural gas
exploration and production (E&P) unit. In addition, the Stable
Rating Outlook incorporates WGR's improved balance sheet profile
and the expectation that consolidated credit measures will remain
consistent with WGR's ratings even under a stressed commodity
price environment.

WGR owns and operates a diverse system of natural gas midstream
processing plants and related gas gathering/transmission assets
located primarily in the Rockies, Mid-continent, and Southwestern
regions of the U.S. Processing throughput currently approximates
1.3 billion cubic feet per day with a dedicated reserve base of
about 3.6 trillion cubic feet. Most of WGR's producer agreements
are long-term in nature, ranging from five to 20 years, and are
largely based on percentage of proceeds and fee based contracts.
Keep whole arrangements, which tend to exhibit greater volatility,
represent less than 10% of segment gross margin. WGR's gas
transportation segment, which consists of both intrastate
transmission and a small interstate pipeline system, is generally
a fee-for-service based business and continues to provide a
relatively small but predictable cash flow stream to WGR.

WGR continues to be successful in its strategy to grow natural gas
production emanating from Wyoming's Powder River Basin coal bed
methane (CBM) play. For the fiscal year-ended (FYE) Dec. 31, 2003,
E&P activities contributed approximately 42% of segment EBITDA
versus less than 15% in 2000. WGR is one of the leading acreage
holders in the CBM region with 524,000 net acres. During fiscal
year 2003, WGR posted average net CBM production of 120 mmcf/d, up
3.5% from 2002 levels.

Positively, WGR maintains sufficient pipeline takeaway capacity to
the U.S. mid-continent markets thus avoiding the large basis
differentials that can adversely impact wellhead prices in the
U.S. Rockies. Regulatory issues and permitting related to drilling
on federal lands and water discharge permits remain a challenge
and could have the potential to frustrate WGR's CBM growth
aspirations. WGR's diversification into other Rockies production
areas, including the Pinedale Anticline and Jonah fields, could
reduce reliance on PRB gas over time.

Recent credit measures have strengthened significantly relative to
WGR's ratings due primarily to the recent surge in natural gas
commodity prices. For the FYE Dec. 31, 2003 EBITDA/interest and
total debt/EBITDA approximated 9.5 times and 1.4x, respectively.
In addition, WGR's net debt to capitalization ratio was below
targeted levels at approximately 36%. Importantly, Fitch stress
case analysis demonstrates that WGR's improved balance sheet
profile should enable WGR to generate credit measures consistent
with its ratings even under a stressed commodity price scenario.
Moreover, Fitch believes that WGR management has responded
appropriately in the past to lower commodity price environments by
trimming capital spending and consistently hedging more than 50%
of its annual processing and E&P production

                           *********

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
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USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Aileen M.
Quijano and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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