TCR_Public/040227.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 27, 2004, Vol. 8, No. 41

                           Headlines

ADELPHIA COMMS: Wants Until June 16, 2004 to Decide on Leases
ADELPHIA: Obtains $8.8 Billion Exit Financing From 4 Major Lenders
ADELPHIA: Equity Panel Says Plan Fails to Maximize Estate's Value
AES GENER: S&P Assigns Prelim. BB+ Rating to $300-Mil. 144A Bonds
AIR CANADA: Airport Authority Will Appeal Judge Farley's Ruling

AMERICAN MEDIA: S&P Affirms Ratings & Revises Outlook to Negative
AMERICAN PLUMBING: Files Chapter 11 Reorg. Plan in W.D. Texas
AMERICAN SOUTHWEST: Fitch Upgrades Junk Class B-3 Rating to B
ANNUITY & LIFE: Promotes John Lockwood to Chief Financial Officer
ASTEC INDUSTRIES: Negotiating with Lenders to Restructure Debt

AUBURN FOUNDRY: Signs-Up Baker & Daniels as Bankruptcy Counsel
AURORA FOODS: Receives Nod to Honor $15MM Secured Vendor Claims
BETHLEHEM STEEL: Wants Court to Take Actions on 209 Various Claims
BROADBAND WIRELESS: Emerges from Chapter 11 with $31MM+ Assets
CALL-NET ENTERPRISES: Reports Improved Revenues in Q4 & FY 2003

CENTURY CARE: Wants to Use GMAC Commercial's Cash Collateral
CHASE MORTGAGE: Fitch Rates Two Series 2004-S3 Notes at Low-Bs
CHOICE ONE: Stockholders' Deficit Widens to $645MM at Dec. 2003
COMSTOCK RESOURCES: S&P Keeps Stable Outlook on BB- Credit Rating
CONEXANT SYSTEMS: Shareowners Approve Merger with GlobespanVirata

CONSOL ENERGY: Sells 50% Interest in Australian Mine for $28MM+
CUMMINS: Begins Exchange Offer for Outstanding 9-1/2% Sr. Notes
CUSTOM COATED: Case Summary & 20 Largest Unsecured Creditors
DAYTON SUPERIOR: December 2003 Balance Sheet Shows $7.3M Deficit
DII IND.: Court Sets Lease-Time Extension Hearing for March 10

DIRECTV: Court Disallows $16.5 Million Late-Filed Televisa Claim
ECHOSTAR COMMUNICATIONS: Goldman Sachs Reports 6.4% Equity Stake
ELAN CORP: Will Present at Lehman Brothers' March 3 Conference
ENRON: Committee Alleges $1-Mil. Fraudulent Transfer to R. Causey
FERRELLGAS: Fitch Affirms BB Rating on $218 Million Senior Notes

FERRELLGAS PARTNERS: Publishes Second Quarter Results
FLEXTRONICS INT'L: Obtains Fitch's BB+ Rating on Sr. Sub. Notes
GADZOOKS INC: Leonid Frenkel Discloses 9.63% Equity Stake
GADZOOKS: Court Grants Final Approval of 30 Million DIP Financing
GADZOOKS: Gets Nod to Appoint Lain Faulkner as Claims Agent

GMAC COMMERCIAL: S&P Takes Rating Actions on Series 2001-FL1 Notes
GOLF CLUB OF ENGLAND: Case Summary & Largest Unsecured Creditors
H AND H DISPOSAL: Voluntary Chapter 11 Case Summary
HCV PACIFIC: Files for Chapter 11 Relief in San Francisco, Calif.
HIGHWOODS: Will Present at Salomon Smith's March 1 Conference

INDEPENDENCE V: S&P Assigns Ser. 1 & 2 Preferreds Rating at BB-
INDYMAC ABS: S&P Hatchets Series 2000-B Class BF Rating to Default
ISTAR FINANCIAL: Caps Price on 7.5% Preferred Stock Offering
IW INDUSTRIES: Turns to Gulf Atlantic for Financial Advice
JP MORGAN: Fitch Takes Rating Actions on Series 2004-C1 Notes

KAISER: Pechiney Trading Wants a Kaiser Int'l Trustee Appointed
KMART: Seventh Circuit Says Critical Vendor Payments Were Wrong
LAKE DIAMOND: Case Summary & 20 Largest Unsecured Creditors
LAND O'LAKES: CEO Jack Gherty Outlines 2004 Strategies
LIN TV: Will Present at Bear Stearns' March 9 Conference

MIRANT CORP: Wants Until Sept. 6 to Make Lease-Related Decisions
MTS INCORPORATED: Retaining Sitrick as Communications Consultant
NAT'L CENTURY: Med Diversified Wants Claims Estimated at $28MM
NATIONAL DAIRY: S&P Places Low-B Level Ratings on Watch Negative
NATIONSRENT INC: Inks Settlement Resolving 12 Bank of NY Claims

NRG ENERGY: 4th Quarter Earnings Conference Call is on March 4
OGLEBAY NORTON: Nasdaq to Delist Shares from Trading on March 3
OGLEBAY NORTON: Gets Interim Approval of up to $40MM DIP Facility
OWENS CORNING: Wants to Honor $1.4-Mil. Kansas Prepetition Taxes
PACER HEALTH: Ahern Jasco Replaces Bagell Josephs as Accountant

PACIFIC GAS: Receives $75MM FERC Claims Settlement From Williams
PAPER WAREHOUSE: Files Liquidating Chapter 11 Plan in Minnesota
PARMALAT: US Trustee Sets Organizational Meeting for Mar. 8, 2004
PHILLIPS VAN HEUSEN: Will Release Q4 & FY 2003 Results on Mar. 8
PHOENIX CDO: Fitch Hacks Ratings on 3 Note Classes to Junk Level

PINNACLE: Gets S&P's Junk Rating for $200MM Sr. Sub. Debt Issue
PINNACLE: Fitch Rates Senior Subordinated Debt at B-
PROGRESSIVE HOSPITAL: Case Summary & Largest Unsecured Creditors
ROTECH HEALTHCARE: Discloses 4th Quarter & Year End 2003 Results
RSTAR CORPORATION: Gilat Proceeds to Acquire Remaining Shares

SEQUOIA: Fitch Assigns Low-B Ratings to Class B-4 & B-5 Notes
SOLUTIA INC: Unsecured Panel Taps Houlihan Lokey as Fin'l Advisor
SPECTRASITE: CEO to Speak at Raymond James Conference on March 2
STELCO INC: Responds to Union Application with Financial Facts
STEWART ENTERPRISES: Names Thomas M. Kitchen to Board Of Directors

TECH DATA: Will Report 4th Quarter & FY 2004 Results on March 10
TEMBEC: Will Write Down Its $36.8M Investment in Gaspesia Papers
TEEKAY SHIPPING: Fourth Quarter Net Income Decreases to $6.6 Mil.
TITAN CORP: Completes Consent Solicitation Re Indenture Amendments
TOMAHAWK GRAPHICS: Case Summary & 9 Largest Unsecured Creditors

UNITED AIRLINES: US Trustee Appoints Retired Salary & Mgt. Panel
UNITED RENTALS: Reports Improved Fourth Quarter Results
VENTAS INC: Will Present at Smith Barney's Conference on March 2
VERITAS: Plans to Sell $125 Million of Convertible Senior Notes
VERITAS DGC: Second Fiscal Quarter Revenue Ups by 18% to $148-Mil.

WASHINGTON MUTUAL: Fitch Assigns Low-Bs to Class B-4 & B-5 Notes
WELLMAN: Posts $96.7 Million Net Loss for the Year Ended 2003
WOLVERINE TUBE: Shareholders to Meet on May 20 in New York
WORLDCOM INC: Agrees with General Growth to Extend Discovery

* Ableauctions Launches iTrustee.com for Trustees and Liquidators
* FTI Consulting Names Dominic DiNapoli Chief Operating Officer
* West Boylston Woman Sentenced for Bankruptcy Fraud

* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States

                           *********

ADELPHIA COMMS: Wants Until June 16, 2004 to Decide on Leases
-------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Adelphia
Communications Debtors ask the Court to further extend their
deadline to decide whether to assume, assume and assign, or reject
unexpired non-residential real property leases to and including
June 16, 2004.

The ACOM Debtors are nearing the completion of a reorganization
plan that reflects the results of negotiations with various
creditor constituencies.  In addition, since the passing of the
January 9, 2004 Claims Bar Date, the ACOM Debtors commenced the
next phase of the claims resolution process and continued their
analysis of potential avoidance actions.

While the Plan process is well underway, much work remains to be
done before the Debtors can finalize a Plan and emerge from
Chapter 11.  Shelley C. Chapman, Esq., at Willkie, Farr &
Gallagher LLP, in New York, tells the Court that requiring the
ACOM Debtors to make significant business decisions as to which
of the Unexpired Leases will be needed for their reorganized
business at this time would be impractical and, more importantly,
contrary to the best interests of the ACOM Debtors' estates and
all creditors.  The Debtors require an extension to avoid what
would be a premature assumption or rejection of the Unexpired
Leases.

To date, the ACOM Debtors rejected 46 Unexpired Leases.  During
the coming months, the ACOM Debtors will continue to analyze
their need for premises covered by the Unexpired Leases.

"The Debtors should not be forced to choose between losing
valuable locations and assuming leases that ultimately should be
rejected," Ms. Chapman asserts.

Ms. Chapman assures the Court that an extension would not
prejudice the Lessors under the Unexpired Leases because:

   (1) the ACOM Debtors are substantially current on their
       postpetition rent obligations under the Unexpired Leases;

   (2) the ACOM Debtors intend to continue to perform timely all
       of their obligations under the Unexpired Leases as
       required by Section 365(d)(3); and

   (3) in all instances, the individual Lessors may ask the
       Court to fix an earlier date by which the ACOM Debtors
       must decide whether to assume or reject a Lease.

The ACOM Debtors reserve their rights with respect to the
Unexpired Leases, including, but not limited to, the right to
determine whether or not the Leases are in fact true leases.

                      *     *     *

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


ADELPHIA: Obtains $8.8 Billion Exit Financing From 4 Major Lenders
------------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) has received
commitments from four of the world's largest financial
institutions for an $8.8 billion fully-committed exit financing
package that will be used to finance the cash payments to be made
under the cable television company's proposed Chapter 11 Plan of
Reorganization and includes a $750 million revolving credit
facility following its emergence from bankruptcy.

JPMorgan Chase & Co., Credit Suisse First Boston, Citigroup Inc.
and Deutsche Bank AG will lead the financing package, with each
providing an equal share of the commitment. This financing package
includes $5.5 billion of senior secured credit facilities and a
$3.3 billion bridge facility. The financing package is subject to
bankruptcy court approval and certain other conditions.

"We are pleased to have such an impressive lineup of the world's
leading financial institutions supporting our emergence," said
Vanessa Wittman, executive vice president and chief financial
officer. "The company's ability to attract this kind of support is
a clear indicator of the tremendous progress our business has made
under Chapter 11 protection in the areas of operations, financial
performance and corporate governance. This commitment clearly
supports our ability to emerge with a strong balance sheet and to
use our great assets to operate as an independent company."

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


ADELPHIA: Equity Panel Says Plan Fails to Maximize Estate's Value
-----------------------------------------------------------------
Adelphia Communications Corporation filed its proposed joint plan
of reorganization with the U.S. Bankruptcy Court for the Southern
District of New York. The plan provides that subordinated debt
holders, preferred stock, common stock and securities law
claimants will get only interests in a litigation trust.

The Official Committee of Equity Security Holders of Adelphia
Communications Corporation filed a motion on February 5, 2004 in
the Court seeking to terminate the Debtors' exclusive periods to
file a plan of reorganization and to solicit acceptances for such
a plan. Terminating exclusivity would enable the Equity Committee
to propose its own chapter 11 plan providing for the auction and
sale of the operating assets in an open, fair and competitive
process in order to maximize recoveries for all of Adelphia's
constituencies.

The Debtors claim that Adelphia is insolvent, which the Equity
Committee vigorously disputes. The Equity Committee believes that
a sale will generate proceeds that exceed the Company's current
market capitalization by a significant premium, and will be well
in excess of Adelphia's legitimate debt -- providing for a full
recovery for creditors and a very significant recovery for
shareholders.

          Statement by the Adelphia Equity Committee

The Equity Committee believes the proposed plan of reorganization
definitively demonstrates that Adelphia's management and board of
directors continues to grossly undervalue the enterprise value of
the Company and have failed to fulfill their fiduciary obligations
to maximize benefits for all constituencies.

According to the Equity Committee's previous filing, Adelphia's
board of directors and management failed to consider a sale
alternative, which the Equity Committee believes would maximize
the value of Adelphia's assets and could enable the company to
make a multi-billion dollar distribution to existing shareholders.

The Equity Committee will continue to pursue its motion to
terminate the Debtors' exclusive periods to file a plan of
reorganization now set for a hearing before the Court in April.


AES GENER: S&P Assigns Prelim. BB+ Rating to $300-Mil. 144A Bonds
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
rating to AES Gener S.A.'s proposed US$300 million long-term 144A
bonds to be issued in March 2004.

Upon successful issuance of the bonds, Standard & Poor's expects
to remove the company's 'B' corporate credit rating from
CreditWatch and raise the rating to 'BB+' with a stable outlook.
The current CreditWatch positive status reflects the potential
success of the company's debt restructuring plan.

AES Gener is the second-largest generator in the Chilean
electricity market, accounting for about 22% of the country's
total generating capacity, with an installed capacity of 2,429 MW.
AES Gener is 98.65% indirectly owned by AES Corp., the U.S.-based
multiutility.

AES Gener S.A.'s current 'B' ratings are mainly driven by its weak
financial profile, particularly marked by high refinancing risk.
AES Gener's credit ratings had deteriorated over the past two
years in light of the company's challenges to meet debt maturities
in 2002 and 2003; its restricted access to credit sources; and its
weak liquidity position to meet significant maturities, especially
in March 2005 and January 2006.

The preliminary 'BB+' rating reflects the projected significant
improvement of the company's financial profile resulting from a
debt restructuring plan that is expected to reduce consolidated
debt by US$300 million from almost US$1 billion as of December
2003 (excluding its Colombian subsidiary, Chivor) and
significantly extend the average life of the company's debt.

The company's debt restructuring plan anticipates the repayment of
the approximately US$298 million mercantile account by AES Gener's
98.65% parent, Inversiones Cachagua S.A., to AES Gener on or prior
to Feb. 27, 2004; the issuance of the US$300 million long-term
144A bond in March 2004; AES Gener's primary equity offering of
new common shares for up to US$125 million to be completed by the
first week of April 2004; and a new medium-term syndicated bank
loan for approximately US$75 million.

Proceeds from the debt restructuring will be applied to repurchase
up to US$700 million of notes pursuant to three pending tender
offers for each of AES Gener's US$200 million Yankee bonds due in
January 2006, US$73.9 million U.S. convertible bonds, and US$402.7
million Chilean convertible bonds due in March 2005. AES Gener
will also apply approximately US$50 million to reduce debt at its
Argentine subsidiaries' (Termoandes and Interandes) levels that
will be transferred to AES Gener's level and extended, and to pay
fees. In addition, AES Gener plans to make a US$100 million
dividend payment before the end of February 2004, which will be
deposited into trust to be used, if necessary, to fund the tender
offers of its outstanding bonds. These funds will be released once
AES Gener's debt restructuring is successfully completed. A
failure to raise US$350 million in new debt, to complete the
US$300 million deleveraging, and to refinance and reduce the
TermoaAndes/Interandes debt may result in a lower corporate credit
rating than the expected 'BB+' and the downgrade of the
preliminary rating assigned to the US$300 million 144A bond.

A return to a stable outlook would reflect the projected
improvement of the company's financial performance evidenced by
better debt service coverage ratios and access to credit. This
projected ratings improvement is also a product of expected
attractive node prices and high levels of demand growth in the
Central Interconnected System.

The 'BB+' rating would balance the improved financial profile but
still indicate relatively weak financial flexibility and ratios.
The rating would also incorporate the cash flow dependence on
weather conditions, which influence margins through the level and
cost of energy purchases needed to comply with contracts. However,
the company benefits from relatively large long-term sale
contracts with solid offtakers.


AIR CANADA: Airport Authority Will Appeal Judge Farley's Ruling
---------------------------------------------------------------
The Board of Directors of Greater Toronto Airports Authority
(GTAA) has unanimously decided to seek leave to appeal the
decision by Justice Farley issued on Monday, February 23rd, that
granted Air Canada the exclusive use of the 14 bridged gates on
the New Terminal 1 at Pearson Airport.

The GTAA asserts that there was no agreement with Air Canada that
would give it fixed preferential use of all the contact gates on
the New Terminal 1 when operations commence. The GTAA further
asserts that, consistent with the approach adopted by the GTAA at
the outset for the design and operation of all facilities at
Toronto Pearson, the New Terminal 1 has been designed and is
intended to be operated as a common use facility. This allows
several airlines to use facilities as they have need of them.
Because of this common use approach a Protocol was developed as a
mechanism to allocate terminal facilities among airlines in an
equitable and fair manner. The GTAA believes the Protocol was not
correctly interpreted in the ruling.

"At issue here is the future use of the New Terminal 1 for the
benefit of the Greater Toronto Area community so that airline
services can be provided in the most efficient manner, airline
competition can occur on an equitable basis and the maximum number
of passengers can utilize this modern, first-class facility," said
Mr. Louis A. Turpen, President and CEO of the GTAA. "We must not
allow the future effectiveness of this wonderful new Terminal to
be compromised by a present expediency. We are committed to
providing passengers at Toronto Pearson choice, convenience and
the highest levels of service."

The GTAA is the operator of Toronto Pearson International Airport,
one of the largest airports in North America in terms of passenger
and air cargo traffic. In 2003, the airport handled approximately
25-million passengers.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada
-- http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
9,704,000,000 in liabilities.


AMERICAN MEDIA: S&P Affirms Ratings & Revises Outlook to Negative
-----------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on American
Media Operations Inc. to negative from stable.

At the same time, Standard & Poor's affirmed its ratings,
including its 'B+' corporate credit rating, on the company. The
Boca Raton, Florida-based publisher had total debt of $1.0 billion
as of Dec. 29, 2003.

"The outlook revision reflects the decline in fiscal third quarter
operating performance, lower interest coverage, and the current
modest cushion against the credit agreement's maximum debt
leverage covenant," said Standard & Poor's credit analyst Hal
Diamond.

EBITDA declined 6% in the third quarter ended Dec. 29, 2003,
despite tabloid cover price increases and the cash flow from the
January 2003 $357 million Weider Publications acquisition.
Operating performance was lackluster reflecting declining tabloid
circulation, a drop in tabloid advertising revenues, and
investments in Star magazine.  Tabloid unit sales fell 9.7% from
the prior year's quarter reflecting increased competition from
other publications focusing on celebrity journalism and the
supermarket strike in Southern California. Tabloid advertising
revenues fell 12% in the quarter ended Dec. 29, 2003, partly
reflecting the decline in direct mail advertising relating to the
reformatting of Star magazine.

American Media is making significant investments to relaunch Star
magazine, which makes a meaningful contribution to the company's
profitability. The company plans to increase the newsstand cover
price nationally by 10% to $3.29 (the same price as People and Us
Weekly magazines) and is seeking to attract national advertising
and subscriptions, which historically have not been significant
revenue components for the Star. Standard & Poor's believes the
reformatting is an attractive opportunity, but could present some
challenges given the competitive industry environment and risks
related to attracting a stable, new readership base and shifting
the business model.


AMERICAN PLUMBING: Files Chapter 11 Reorg. Plan in W.D. Texas
-------------------------------------------------------------
American Plumbing & Mechanical, Inc. (AMPAM) has filed a proposed
Joint Plan of Reorganization and Disclosure Statement with the
United States Bankruptcy Court for the Western District of Texas,
San Antonio Division.

All of AMPAM's subsidiaries that filed for Chapter 11 relief are
included in the Plan and substantively consolidated into one
estate. The Plan contemplates a reorganized AMPAM with five
primary operating subsidiaries and two independent companies
comprising the operations of AMPAM J.A. Croson Company and AMPAM
Miller Mechanical, Inc. As more fully described in the Plan, the
Company has sold the operations of AMPAM Commercial Sherwood
Mechanical, Inc. during the Chapter 11 proceedings and expects to
sell the assets and operations of two other subsidiaries on or
before the effective date of the Plan.

The Plan, as filed, provides for the issuance of new notes, new
preferred stock, new common stock and warrants to the Company's
senior secured creditors and for the distribution by the senior
secured creditors of the new common stock to the management of the
operating companies, to ensure the success of the reorganization.
Unsecured creditors will receive warrants to purchase 10% of the
new common stock of reorganized AMPAM, reorganized Croson and
reorganized Miller. Existing holders of preferred stock and common
stock would receive no distribution under the Plan.

The Plan is subject to approval by certain creditor classes.
Disclosure statements and voting instructions will be mailed
following Court approval of the disclosure materials.

Robert Christianson, chief executive officer of the Company, said:
"We have worked hard with certain key creditor constituencies to
develop a plan that will provide a reorganized AMPAM with a
capital structure that can be supported by cash flows from ongoing
operations. We have reached this key milestone because of the hard
work and focus of the AMPAM employees and management team."

            About American Plumbing & Mechanical, Inc.

American Plumbing & Mechanical, Inc. and subsidiaries, is the
largest company in the United States focused primarily on the
residential plumbing, heating ventilation and air conditioning
(HVAC) contracting services industry. AMPAM provides plumbing,
HVAC and mechanical installation services to single and multi-
family residential construction customers. Additional information
and press releases about AMPAM are available on the Company's web
site at http://www.ampam.com/


AMERICAN SOUTHWEST: Fitch Upgrades Junk Class B-3 Rating to B
-------------------------------------------------------------
Fitch Ratings upgrades the following classes of American Southwest
Financial Securities Corp., commercial mortgage pass-through
certificates, series 1993-2:

        --$1.9 million class B-1 to 'AAA' from 'AA';
        --$6.4 million class B-2 to 'AAA' from 'BB+';
        --$6.4 million class B-3 to 'B' from 'CCC'.

In addition, Fitch affirms the following certificates:

        --Interest-only class S-1 'AAA'.

Fitch does not rate the class C certificates. Classes A-1, A-2,
and S-2 have paid in full.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs and amortization. As of the February 2004
distribution date, the pool's aggregate balance has been reduced
by 87.1% to $16.6 million from $128.7 million at issuance. Four of
the original thirty loans remain in the pool. All the remaining
loans mature on Jan. 1, 2009.

Currently, there are no delinquent or specially serviced loans.
Fitch continues to be concerned with two loans (28%) that are
secured by industrial properties located in Tucson, Arizona. One
property (15%) is only 60% occupied; the debt service coverage
ratio is 1.06 times. The other property (13%) is 78% occupied and
the largest tenant's lease expires in August 2004. Fitch will
continue to monitor this transaction, as surveillance is ongoing.


ANNUITY & LIFE: Promotes John Lockwood to Chief Financial Officer
-----------------------------------------------------------------
Annuity and Life Re (Holdings), Ltd. (NYSE: ANR) has promoted John
W. Lockwood to Chief Financial Officer. He will maintain his
responsibilities as Vice President of U.S. Operations for Annuity
and Life Re (Holdings), Ltd.'s U.S. subsidiary, Annuity and Life
Re America, Inc., and its operating subsidiary, Annuity and Life
Reassurance America, Inc.  Mr. Lockwood joined Annuity and Life Re
America, Inc. in December 1999 as Controller and Treasurer.
    
Immediately prior to joining Annuity and Life Re, Mr. Lockwood
held the position of Director of Statutory Reporting and
Reinsurance Accounting at Hartford Steam Boiler Inspection &
Insurance Company.  Prior to that, Mr. Lockwood held various
positions with Security-Connecticut Life Insurance Company,
including Controller and Corporate Risk Officer.

Mr. Lockwood is a 1980 graduate of Central Connecticut State
University (B.S. in Accounting) and received a Masters in Taxation
from the University of Hartford in 1996.  Mr. Lockwood passed the
Uniform Certified Public Accountant Examination in 1988 and is a
Fellow of the Life Management Institute (FLMI) of the Life Office
Management Association.

Annuity and Life Re (Holdings), Ltd. provides annuity and life
reinsurance to insurers through its wholly owned subsidiaries,
Annuity and Life Reassurance, Ltd. and Annuity and Life
Reassurance America, Inc.

                        *    *    *

As previously reported, Fitch Ratings withdrew its 'C' insurer
financial strength rating on Annuity & Life Reassurance, Ltd.

The rating was withdrawn due to the company's announcement earlier
this year that it had ceased writing new business and had notified
its existing reinsurance clients that it could not accept
additional cessions under previously established treaties.

                  ENTITY/ISSUE/ACTION/PRIOR RATING

           Annuity & Life Reassurance, Ltd.

               -- Insurer financial strength Withdrawn/'C'


ASTEC INDUSTRIES: Negotiating with Lenders to Restructure Debt
--------------------------------------------------------------
Based upon a preliminary projection of its fourth quarter results,
Astec Industries, Inc. (Nasdaq: ASTE) will report a loss for the
quarter ended December 31, 2003, that is expected to be in the
range of $1.22 to $1.24 per diluted share (based on 19,623,990
shares) resulting in expected losses for the year of $1.46 to
$1.48 per diluted share (based on 19,671,697 shares).

Commenting on the earnings pre-announcement, Dr. J. Don Brock,
Chairman and Chief Executive Officer, stated, "We are disappointed
in the financial results for the fourth quarter of 2003 and for
the full year but are looking forward to 2004. The primary factors
in the fourth quarter that negatively affected our earnings
results were a goodwill impairment charge of approximately $16.3
million related to Statement of Financial Accounting Standards No.
142; underabsorbed overhead of approximately $2.9 million; a
writedown of approximately $1.9 million on used and rental
equipment to reflect the decreased market value due to poor
economic conditions; and pre-tax losses from the Trencor and Astec
Underground start-up operations at Loudon, Tennessee of
approximately $3.6 million. The items account for a total of $24.7
million.

Dr. Brock added, "On the positive side, our underabsorbed overhead
in the fourth quarter decreased from the prior year fourth quarter
because of measures taken to reduce manufacturing expenses, and
interest expense has declined $1.3 million for the fourth quarter.
Our backlog at December 31, 2003 was $79.4 million compared to
$60.7 million at December 31, 2002 for a 30.8% increase. Our
backlog at January 31, 2004 was $90.7 million compared to $65.7
million at January 31, 2003 for a 38.1% increase. We believe we
have hit the bottom of the economic cycle and have turned upward
based on our backlog and customer activity. We anticipate that the
six-year highway bill will be renewed, and we believe that an
improving economy should increase state highway funding revenues
and private commercial projects."

As of December 31, 2003, Astec was not in compliance with a
financial covenant under its credit facility. Astec will release
its fourth quarter and year-end fiscal 2003 financial results and
reschedule a conference call upon completion of its negotiations
with its lenders rather than on February 26, 2004 as previously
announced. The Company has met with its lenders and expects to
receive the waiver and amendment which will allow it to continue
to classify the debt related to its credit facility as long-term.

Astec Industries, Inc. is a manufacturer of specialized equipment
for building and restoring the world's infrastructure. Astec's
manufacturing operations are divided into four business segments:
aggregate processing and mining equipment; asphalt production
equipment; mobile asphalt paving equipment; and underground
boring, directional drilling and trenching equipment.


AUBURN FOUNDRY: Signs-Up Baker & Daniels as Bankruptcy Counsel
--------------------------------------------------------------
Auburn Foundry, Inc., seeks permission from the U.S. Bankruptcy
Court for the Northern District of Indiana, Fort Wayne Division,
to retain Baker & Daniels as its counsel.

When it became apparent that a bankruptcy filing was likely, the
Debtor asked Baker & Daniels to provide advice regarding
preparation for the commencement and prosecution of a case under
chapter 11 of the Bankruptcy Code.  Baker & Daniels has acquired
extensive familiarity with the Debtor's operation and business.

Baker & Daniels will:

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

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

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

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

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

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

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

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

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

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

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

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

Baker & Daniels' professionals who will be primarily assigned in
this retention are:

      Professional Name        Designation      Billing Rate
      -----------------        -----------      ------------
      Stephen A. Claffey       Partner          $390 per hour
      John R. Burns            Partner          $355 per hour
      Douglas D. Powers        Partner          $270 per hour
      Mark A. Werling          Associate        $220 per hour
      Jacqueline R. Gottfried  Associate        $140 per hour
      Debra S. McMeen          Paralegal        $105 per hour

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


AURORA FOODS: Receives Nod to Honor $15MM Secured Vendor Claims
---------------------------------------------------------------
The Aurora Foods Debtors sought and obtained Court authority to
pay certain prepetition obligations to vendors who are
participating in a Vendor Lien Program.  

The Debtors will pay the claims only if the Vendors have
agreed to continue to provide goods and services to them on the
terms and conditions, including credit terms, provided by a
Vendors' Letter Agreement.

To implement the Vendor Lien Program, Aurora Foods entered into a
Security Agreement, dated as of July 11, 2003, with the U.S. Bank
Trust.  Under the Security Agreement, Aurora granted to U.S. Bank
Trust a second-priority security interest in substantially all of
Aurora's personal property for the benefit of the participants in
the Vendor Lien Program.  The Vendor Lien is second in priority
to the lien held by the Lenders under the Credit Agreement.

Under the Vendor Lien Program, the Vendor Lien was granted to
those Vendors who agreed to do business with the Debtors on
agreed terms.  Each Vendor's agreement to the credit terms was
transcribed in the Secured Trade Credit Program Letter Agreement
executed by and between Aurora and the Vendor wanting to
participate.

The Letter Agreement provided, among other things, that:

   (a) Aurora granted the Vendor Lien to the Collateral Agent for
       each Vendor that executed a Letter Agreement, in order to
       secure all amounts due from the Debtors to the Vendor, in
       connection with all goods and services supplied or
       provided by the Vendor to the Debtors;

   (b) If a Vendor receives the benefit of the Vendor Lien, the
       Vendor is deemed to have agreed to continue to provide its
       goods and services to the Debtors on the normal and
       customary trade terms; and

   (c) The Vendor Lien terminates upon two weeks notice from the
       Debtors to the Vendor, in which case the termination will
       be with respect to all goods shipped by the Vendor to
       Debtors after the termination of the Vendor Lien.

One hundred forty-five Vendors, representing an annual trade
expenditure by the Debtors of $310,000,000, joined the Vendor Lien
Program.  The Vendor Lien Program helped to alleviate the cash
flow problems that the Debtors were experiencing by allowing them
to pay Vendors under normal and customary trade terms as compare
to forced cash payment on delivery or within several days
thereafter, as some of the Vendors were requiring.  The Debtors
estimated that the total prepetition amount to be paid under the
Vendor Lien Program is $15,000,000.  The Vendors are oversecured
creditors because the total amount of the claims of all Vendors
under the Vendor Lien Program is secured by Collateral having a
value significantly greater than the amount of the claims.

The Debtors, at this juncture, sought and obtained the Court's
permission to pay those Vendors who have become oversecured
creditors under the Vendor Lien Program.  

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Judge Walrath confirmed the
Debtors' pre-packaged plan on Feb. 20, 2004.  Sally McDonald
Henry, Esq., and J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP provide Aurora with legal counsel, and David Y.
Ying at Miller Buckfire Lewis Ying & Co., LLP provides financial
advisory services. (Aurora Foods Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


BETHLEHEM STEEL: Wants Court to Take Actions on 209 Various Claims
------------------------------------------------------------------
According to George A. Davis, Esq., at Weil, Gotshal & Manges,
LLP, in New York, the Bethlehem Steel Debtors object to 209 claims
filed against their estates.  

A. Duplicative Claims

Seventy-five duplicative claims are filed in the Debtors' cases:

                        Duplicate   Surviving
Claimants                Claim       Claim        Claim Amount
---------              ---------   ---------      ------------
Abbey, Jack L., et al.   12071       12070        unliquidated
Emanuel Rubin Md.         5583        1563             $10,440
Estate of B. Arron       12073       12072        unliquidated
Travelers Indemnity      12047       12039             156,056
PBGC                  5030 - 5098     4173       4,004,800,000
                       4171 & 4172

Mr. Davis points out that in the event the Duplicative Claims are
not formally expunged and disallowed, the persons or entities
that filed the claims may receive a double recovery.  Thus, the
Debtors ask the Court to expunge and disallow the Duplicative
Claims in their entirety.  

B. Employment-Related Claims

The Debtors ask the Court to disallow and expunge 38 Employment-
Related Claims in their entirety.  Ten of these claims are:

   Claimant              Claim No.          Claim Amount  
   --------              ---------          ------------
   Carriero, Daniel G.    1201200             $62,332
   Carson, Dewey A.       1201000              98,000
   Dannies, Robert B.     1188900             219,250
   Edwards, Leonard H.    1209600              34,500
   Hafiz, Hamza            589700              98,000
   Haines, John E.           9900             400,000
   Marcincin, Julia       1200100        unliquidated
   Papka, Robert C.       1204400        unliquidated
   Remeikis, Edward J.    1207400              42,080
   Vercrumba, Valdis S.   1205300             277,538

                           USWA Claims

Certain claims were filed by individuals who are currently, or
were formerly represented by the United Steelworkers of America,
AFL-CIO, in respect of claims under or related to labor and
benefits agreements between the Debtors and the USWA.

To recall, on April 22, 2003, the Court approved an agreement
regarding the sale, effects of sale, Section 1114 matters, and
certain releases between the Debtors and the USWA, compromising
and settling all potential claims arising from the termination of
the collective bargaining relationship between the parties.

The Debtors submit that to the extent an USWA-Related Claimant
filed any of the Duplicative Claims, in respect of:

   -- Obligations for which the Debtors no longer have any
      liability pursuant to the USWA Release, the claim should be
      disallowed and expunged;

   -- Retiree Benefits, which were incurred on or before
      March 31, 2003, and the claim for Retiree Benefits was
      submitted to the appropriate insurance administrator on or
      before May 31, 2003, the claim has been paid or otherwise
      satisfied in full by the Debtors, or has been referred to
      the plan administrator and, if valid, will be paid; and  

   -- Grievances, the Debtors' liability for the claims has been
      limited to an aggregate of $1,000,000, and the claims are
      in the process of being resolved as between the Debtors and
      the USWA by agreement pursuant to the USWA Settlement
      Agreement.

                          Retiree Claims

Mr. Davis relates that some of the Duplicative Claims were also
filed by, or on behalf of individuals who are the Debtors'
retired employees, the retired employees' spouses, and certain of
the retired employees' dependents, in respect of Retiree
Benefits.

The Court-appointed Retiree Committee has already filed four
proofs of claim in connection with the termination of Retiree
Benefits on behalf of all Retirees represented by the Committee.  
If a Retiree represented by the Retiree Committee filed any of
the Duplicative Claims in connection with the termination of
Retiree Benefits, the claim should be disallowed and expunged as
duplicative of the Retirees Committee's Claims, Mr. Davis
contends.

                           UMWA Claims

Since the United Mine Workers of America has likewise filed a
proof of claim in connection with the termination of Retiree
Benefits on behalf of all the Retirees it represents, Mr. Davis
maintains that to the extent any of the Duplicative Claims were
filed by a Retiree represented by the UMWA in connection with the
termination of Retiree Benefits, the claim must also be
disallowed and expunged as duplicative of the UMWA Claim.

The Debtors also submit that:

   -- the proofs of claim filed by the UMWA should be disallowed
      and expunged because they were already settled and
      resolved; and

   -- to the extent any of the Duplicative Claims was filed by a
      Postpetition UMWA Retiree for Retiree Benefits for the
      period from the Petition Date through March 31, 2003, the
      claim should be disallowed and expunged as settled and
      resolved.

                     Pension Benefits Claims

"A number of the Duplicative Claims were filed by current and
former employees in respect of the claimant's purported status as
a beneficiary under the Pension Plan of Bethlehem Steel
Corporation and Subsidiary Companies," Mr. Davis reports.  

The PBGC has filed a proof of claim for $4,004,800,000 on account
of the Pension Plan's unfunded benefit liabilities.  The Debtors
submit that, to the extent any of the Duplicative Claims asserts
a claim on account of the Pension Benefits, that claim should be
disallowed and expunged (i) as superseded by the PBGC's claim, or
(ii) as improper as a direct claim brought against the Debtors.

                         Severance Claims

To the extent any of the Duplicative Claims seeks recovery of
severance benefits allegedly due and owing under the Severance
Plan, the claim should be expunged, as all benefits due and owing
under the Severance Plan to the claimant have been paid.

One former employee seeks severance benefits as a result of the
closure of the Debtors' Los Angeles, California facility in 1983.
The Debtors ask the Court to expunge the Claim as the Claimant
was paid all he was entitled to, and there currently is no legal
basis for the claim.

                     Health Benefits Claims

Some Claimants allege that they, or their beneficiaries, were not
paid his or her health benefits.  Mr. Davis points out that the
claims have already been referred to the plan administrator and,
if valid, will be paid.  Accordingly, the Health Benefits Claims
should be expunged.

C. Amended and Superseded Claims

The Debtors reviewed four proofs of claim and determined that the
Claims have been amended and superseded by subsequently filed
Claims.  Therefore, the earlier filed proofs of claim no longer
represent valid claims against the Debtors, Mr. Davis contends.  
The amended and superseded claims must be expunged.  However, the
surviving claims will remain in the Debtors' Claim registry.

                           Amended    Surviving
Claimants                  Claim       Claim     Claim Amount
---------                ---------   ---------   ------------
Enron North America         5626       12014       $909,342
Indiana Dept of Revenue    12020       12088        319,733
                              106
Northern Indiana            6165       12081         56,820
State of Louisiana         12041       12042         60,435
                            12040

D. Claims Inconsistent with the Debtors' Books and Records

The Debtors maintain, in the ordinary course of their business,
books and records that reflect the liabilities owed to their
creditors.  The Debtors reviewed 46 proofs of claim and
discovered that the amounts of the Asserted Claims are different
and greater than the amounts reflected in their Books and
Records.  Accordingly, the Debtors ask Judge Lifland to reduce or
disallow the Asserted Claims.

                      Claims to be Reduced

Since the Asserted amount of these Claims are greater than that
reflected in their records, the Debtors ask the Court to reduce
the Claim amounts to make it consistent with their Books:

Claimant               Claim No.   Claim Amount   Reduced Amount
--------               ---------   ------------   --------------
Airline Hydraulics       144101        $40,072        $30,424
Enron North America     1201400        909,342        697,955
Neff Engineering          90601         22,111         20,007
PPG Industries, Inc.      26801         35,883         25,962
Worksman Trading Corp.  1201300            728             80

                     Claims Resolved or Paid

Twenty claims have likewise been paid, resolved, or reduced per
an agreement with the claimant, Mr. Davis says.  The Debtors now
ask the Court to either:

   -- reduce the amount of the Asserted Claims; or

   -- disallow the Asserted Claim, if the amount reflected in
      their Books and Records is zero.

The Resolved Claims include:

Claimant               Claim No.   Claim Amount   Reduced Amount
--------               ---------   ------------   --------------
Chemetrics Inc.           81300           $144              0
CMI-Promex Inc.       288010300         20,344         10,563
East Penn Mfg Co. Inc     70600         69,729              0
Guilford County Tax     1207800             14              0
JPMorgan Chase Bank      413900   unliquidated              0
Louisville/Jefferson    1209200            101              0
LT Harnett Trucking      152200            180              0
State of Wisconsin      1205400         37,062              0
Tenn. Dept. of Revenue     5600         58,770          7,712
Williamson County       1207500             94              0

              Claims With No Record of an Obligation

The Debtors have made reasonable efforts to research their    
Books and Records for the remaining 21 Asserted Claims and were
unable to find any record of the purported liability expressed in
each Claim.  Mr. Davis asserts that the Debtors have no liability
with respect to the Asserted Claims and the claims do not contain
sufficient information or documentation to support the asserted
liability.  Accordingly, the Debtors ask the Court to expunge the
21 remaining Asserted Claims in their entirety.  

E. Claims Based on Ownership of Debt or Equity

Fifteen proofs of claim are based solely on the claimant's
purported status as owner of one or more of the common, preferred
or preference stock of the Debtors, Mr. Davis says.  Ownership of
common, preferred or preference stock of any of the Debtors
constitutes an equity interest, but not a "claim" against the
Debtors' estates within the meaning of Section 101(5) of the
Bankruptcy Code, Mr. Davis continues.  Moreover, all equity
interests in the Debtors were cancelled on the Plan Effective
Date, and holders of the interests will not receive distribution
on account of the interests.  For these reasons, these 15 Claims   
must be disallowed in their entirety:

   Claimant              Claim No.          Claim Amount  
   --------              ---------          ------------
   Clain, Max             1206300           unliquidated
   Federici, Valerio J.   1200200                $68,828
   Ford, Muriel R.        1204300           unliquidated
   Huck, Francis J.       1200900                    939
   John F. Polcyn         1204800                  2,000
   Karll, Morris & Ruth   1204600           unliquidated
   Levy, Doris            1205200                 11,232
   Lofgren, Frederick     1201100           unliquidated
   M. Monaloy Family      1206400                    565
   Neal, Alice J.          312100           unliquidated
   Robert A. Masarotti    1201700                    272
   Ruidl, Richard A.      1201600           unliquidated
   Solversen, Bertil P.   1203300           unliquidated
   Susan A. Greco         1202200                    481
   Thoman, Cynthia        1201800           unliquidated

Mr. Davis relates that certain of the 15 claims are also based
solely on the claimant's purported status as an owner of one of
the Debtors' debt securities.  The claims filed by beneficial
holders of the Debtors' debt securities are duplicative of claims
filed by the Indenture Trustees for the securities.  Pursuant to
the confirmed Plan, all distributions under the Plan on account
of the debt securities will be made to the Indenture Trustees for
the benefit of the beneficial holders of the securities.

Accordingly, the Debtors ask the Court to disallow and expunge
those Claims, which relate to debt securities, as duplicative of
the proofs of claim filed by the Indenture Trustees for the debt
securities.  Mr. Davis clarifies, however, that the Debtors'
objection does not affect the proofs of claim filed by any of the
Indenture Trustees.

F. Late-Filed Claims

The Debtors have concluded that these proofs of claim were filed
after the applicable Bar Date or any extension of the Bar Date:

   Claimant                      Claim No.   Claim Amount
   --------                      ---------   ------------
   Dorney, Kenneth J.              1203500         $2,500
   Forti, James J.                 1193100   Unliquidated
   Gains, Mary L.                  1203200            575
   Heimbach, Audrey O.             1195700          2,400
   Nay, Letty                      1195100            100
   Remeikis, Edward J.             1207400         42,080
   Roswell Park Cancer Institute   1205800             46
                                   1205900            320
                                   1206000             44
   Russell, Rosalie J.             1190100   Unliquidated
   Rux, Ophelia                    1200000   Unliquidated
   Stanley Fastening               1203700          1,592
   Staudinger, Kurt K.             1194900         10,000
   Straka, Joseph                  1204900          5,000
   Vega, Miguel                    1195200          7,094

The claimants that filed these Late-Filed Claims are not
otherwise excused from filing a proof of claim pursuant to the
deadline established by the applicable Bar Date Order.  
Accordingly, the Debtors ask the Court to disallow and expunge
these Late-Filed Claims in their entirety.

The Debtors also ask Judge Lifland to disallow these Late-Filed
Claims in their entirety:

   Claimant              Claim No.          Claim Amount
   --------              ---------          ------------
   Browne Jr., Russell    1209000           unliquidated
   Colafranceschi, Mary   1209500           unliquidated
   Danner, Florence       1208600                 $1,000
   Edwards, Leonard       1209600                 34,500
   Luther, Mary           1208500                  1,000
   Sabuda, Rose           1209100           unliquidated

The Debtors have concluded that these proofs of claim were
likewise filed after the applicable Bar Date or any extension
thereto, and that the filing was precluded by the Confirmation
Order.  

G. Claims to be Reclassified

Each of these claim were filed as either a secured,
administrative, or other priority claim:

   Claimant              Claim No.          Claim Amount
   --------              ---------          ------------
   Benish, Richard        1206900                $25,000
                          1208200           unliquidated
   Borman, Miles          1206700                 25,000
                          1208300           unliquidated
   Hackett, James E.       116100                650,000
                           888300                650,000
   Morales, Pablo         1206600                 25,000
                          1207700           unliquidated
   Zakrajsek, Lawrence    1206800                 25,000
                          1208400           unliquidated

Based on the Debtors' books and records, Mr. Davis asserts that
the claims are misclassified.  The Debtors ask the Court to
reclassify these Claims as general unsecured claims.  

In the event that any of the Claims are not reduced,
reclassified, disallowed, or expunged, each as the case may be,
on the grounds asserted, the Debtors reserve their right to
object to the Claims on any other grounds at a later date.

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).  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)


BROADBAND WIRELESS: Emerges from Chapter 11 with $31MM+ Assets
--------------------------------------------------------------
Broadband Wireless International Corporation (OTC BB : BBAN)
announced through its new board of directors that the proceeding
under Chapter 11 has been completed. The company emerges from the
reorganization process with an asset base of over $31 million.
Based on the number of shares issued (206,000,000), the company's
book value is currently estimated at approximately $0.15 per
share.

"The ability to make this announcement marks an important and
exciting day for Broadband Wireless. The completion of our
reorganization was the last significant piece of our strategy to
position the Company for future success," stated Paul R. Harris,
Broadband's Chief Executive Officer. Harris continued, "No one
should underestimate the scope of the task and the tremendous
progress we've made in completing the reorganization. Combining it
with the discontinuation of unprofitable operations has helped us
to significantly increase shareholder value. I want to thank our
customers, suppliers, employees and shareholders. With their
continued support, we firmly believe that Broadband Wireless is
well positioned for major future growth."

       About Broadband Wireless International Corporation

Broadband Wireless International Corporation is becoming a
diversified holdings company and is moving into a wide variety of
investments that are intended to generate positive cash flow for
the corporation and dividends for the shareholders. The company
currently holds interests in the timber and music industries.


CALL-NET ENTERPRISES: Reports Improved Revenues in Q4 & FY 2003
---------------------------------------------------------------
Call-Net Enterprises Inc. (TSX: FON, FON.B), a national
facilities-based provider of competitive telecommunications, data
and IP solutions to households and businesses across Canada, today
reported financial results for the fourth quarter and year ending
December 31, 2003.

"The implementation of our consumer and business strategies
produced solid financial results in the fourth quarter and for the
year, as we continued to offer products in market niches we can
penetrate successfully," said Bill Linton, president and chief
executive officer. "In 2003, we recorded the second best EBITDA in
10 years, generated positive free cash flow and ended the year
with a healthy balance sheet, substantially reducing our financial
risk and positioning the company for growth."

                      Q4 Highlights

Consolidated revenue for the fourth quarter of 2003 was $204.1
million, a 0.8 per cent increase from the same period last year.
Fourth quarter earnings before interest, taxes, depreciation and
amortization (EBITDA) were $25.4 million a decrease of $5.2
million from the fourth quarter of 2002. During the quarter the
Company generated free cash flow of $3.0 million.

The Company continued to make progress selling bundled services to
households, small and medium sized businesses, selling IP-enabled  
solutions to Canadian businesses of all sizes, and winning several
multi-national accounts in partnership with Sprint in the United
States. During the fourth quarter, Call-Net added 37,900 net local
equivalent lines of which 30,600 were for consumers. Call-Net also
finished the quarter with 12,800 wireless subscribers.

Consumer services revenue improved compared with the same quarter
in 2002 as increases in local and wireless service revenues more
than offset declines in dial-up Internet. Revenue from bundled
products continued to grow relative to revenue from stand-alone
products. Business revenues improved marginally in the fourth
quarter relative to the same period in 2002, while carrier
services revenue declined during the same period.

"Continued strong growth in local service provisioning among
consumer and business customers contributed to a solid quarter,"
added Linton. "In 2003, our local service revenues are up over 55
per cent from 2002, demonstrating that Canadian consumers and
businesses are continuing to embrace Sprint Canada as the smarter
alternative to the former monopoly phone companies' service."

For the first time in ten years, carrier charges were less than 50
per cent of revenues. Network optimization, favourable changes in
the product mix, dispute wins and aggressive contract negotiations
led to a decline in carrier costs, which totaled $96.8 million, or
47.4 per cent of revenues in the fourth quarter. This represented
a $6.6 million improvement from the same period in 2002.

Total operating costs for the fourth quarter were $81.9 million, a
19.7 per cent increase over the same period last year, primarily
relating to the new wireless product offering, improvements to
service levels and personnel performance incentives.

There were no significant regulatory decisions during the fourth
quarter. On January 27, 2004 the Canadian Radio-television and
Telecommunications Commission agreed with our assessment of the
lack of competition in the home phone service market, directing
the former monopolies to provide the same quality of service to
consumers whether they use an incumbent telephone company's
service or Sprint Canada's. The CRTC also agreed to Call-Net's
request to inform consumers about the availability and terms of
local competition and extended the prohibited winback period from
90 days to 12 months. On the same day, the CRTC issued an interim
decision on Ethernet access, applying an interim tariff to certain
services, which should bring to an end the price discrimination by
the ILECs in providing these services to Canadian business
consumers.

Added Linton, "Although much progress has been made in the last
year, we continue to encourage the CRTC to focus its efforts on
ensuring consumers have genuine choice through fair competition."

                         2003 in Summary

For the year ended December 31, 2003, Call-Net reported total
revenue of $805.3 million, a 0.6 per cent improvement from the
previous year. Growth in consumer services and business solutions
operations supported the revenue stability, although as expected,
wholesale carrier revenues declined. Call-Net made significant
inroads in the market for local services, adding 65,000 net
consumer lines and 41,400 net equivalent business lines for a
total of 106,400 lines, a 62.1 per cent increase over the previous
year. Profitability improved as EBITDA more than doubled to $97.8
million compared with $47.8 million in 2002, representing an
improvement in gross profit.

"Over the past eight quarters, our revenue has been quite stable,
as gains from the introduction of innovative products and services
and new pricing plans were offset by the declines in per minute or
per unit price of services," said Roy Graydon, executive vice
president and chief financial officer. "We've seen a decline in
carrier charges and a consequent increase in gross profit as we
optimize our network and benefit from regulatory initiatives to
level the competitive playing field."

                           Outlook

In 2004, Call-Net expects continued growth in its consumer and
business solutions revenues offset somewhat by continued decline
in carrier services revenues. Top line revenue growth will be
modest, up one to five per cent over 2003.

In the consumer market, Call-Net will focus on attracting home
phone service customers and expects to continue the momentum in
adding home phone service customers in 2004. Call-Net also intends
to introduce a competitively priced voice over IP product that
will feature a full range of telephony services.

The business market will remain highly competitive, particularly
in the large corporate and mid-sized market segments. Long
distance and data prices, which will continue to decline in 2004,
are expected to be offset by success in the local market and the
continued uptake of IP-enabled solutions. Call-Net is committed to
maintaining a profitable carrier service operation with
anticipated revenue declines in per unit pricing throughout 2004,
offset by declining costs.

Carrier charges should decline from the 2003 level as the result
of the Company's ongoing efforts at network optimization. Much of
the reduction in costs associated with lower carrier charges will
be redeployed to customer acquisition programs. As a result, the
Company expects EBITDA growth of five to 10 per cent over 2003.

Capital expenditures in 2004 will be in the range of six percent
of revenue, approximately half of which will be spent on
improvements and the other half on growth, including the expansion
of the Company's co-location footprint from 134 to 148 centres,
the installation of new local switching equipment and the purchase
of other capital equipment to support local customer growth.

             About Call-Net Enterprises Inc.

Call-Net Enterprises Inc. (S&P, B/Negative, LT Corporate Rating),
primarily through its wholly owned subsidiary Sprint Canada Inc.,
is a leading Canadian integrated communications solutions provider
of local and long distance voice services as well as data and IP
services to households and businesses across Canada. Call-Net,
headquartered in Toronto, owns and operates an extensive national
fiber network, has over 134 co-locations in five major urban areas
including 25 municipalities and maintains network facilities in
the United States and the United Kingdom. For more information,
visit the Company's web sites at http://www.callnet.ca/
http://www.sprint.ca/


CENTURY CARE: Wants to Use GMAC Commercial's Cash Collateral
------------------------------------------------------------
Century Care of America, Inc., seeks immediate authority from the
U.S. Bankruptcy Court for the Western District of Texas to use
GMAC Commercial Mortgage's Cash Collateral to finance the ongoing
operation of its business while restructuring under chapter 11.

GMAC Commercial Mortgage holds a claim secured by liens on real
property consisting of:

   * Athens Nursing Center, Inc.
   * Granbury Villa Nursing Center, Inc.
   * Whispering Oaks Nursing Home, Inc.;
   * Austin Nursing Center, Inc.

The Debtor and GMAC Commercial Mortgage have negotiated and
reached a formal agreement for the use of the GMAC's cash
collateral to allow the Debtor access to funds to pay the
Professionals and for other expenses incurred and to be incurred
in the ongoing operations of the Debtor.

SouthWest Bank has a secured claim in all chattel paper, accounts
and general intangibles, whether owned now or acquired later.

The Debtor, SouthWest Bank and Continental Wingate Mortgage Group
have not yet reached a formal agreement in regards to their
secured lien and security interest in the Debtor's cash
collateral.

GMAC Commercial Mortgage is one of the major secured creditors
being the mortgage holder on four of the five nursing home
business. The Debtor and GMAC Commercial Mortgage have agreed
that:

   a. GMAC's pre-petition liens on the Debtor's assets will
      continue to the same extent and in the same order of
      priority as they existed prior to the filing of the
      bankruptcy petition;

   b. GMAC is granted a first priority replacement lien on all
      property of the estate in an amount equal to the Debtor's
      use of GMAC's cash collateral;

   c. the Debtor will not pay any prepetition debts without the
      consent of GMAC and will not transfer any of its assets
      other than in the ordinary course of its business; and

   d. the Debtor will maintain property and casualty insurance
      coverage on the assets constituting GMAC's tangible
      collateral with GMAC named as loss payee.

Accordingly, the Debtor will use GMAC's Cash Collateral in
accordance with this monthly budget:


                            28-Feb     31-Mar    30-Apr
                            ------     ------    ------
    Revenue               1,768,769  1,901,816  1,843,752
    Operating Expenses    1,598,105  1,683,733  7,644,580
    Operating Income        171,665    218,063    199,172
    Cash Flow               232,282    276,700    259,789

                           31-May     30-Jun    31-Jul
                           ------     ------    ------
    Revenue               1,917,773  1,859,030  1,033,331
    Operating Expenses    1,715,027  1,874,097  1,766,229
    Operating Income        202,746    185,023    167,102
    Cash Flow               263,363    245,040    227,719

                           31-Aug     30-Sep     31-Oct
                           ------     ------     ------
    Revenue               1,933,331  1,873,650  1,936,105
    Operating Expenses    1,722,075  1,082,336  1,723,712
    Operating Income        211,256    191,314    212,294
    Cash Flow               271,873    251,931    272,010

Headquartered in Marble Falls, Texas, Century Care of America,
Inc., a provider of healthcare services, filed for chapter 11
protection on February 11, 2004 (Bankr. W.D. Tex. Case No.
04-10801).  J. Craig Cowgill, Esq., at Cowgill & Holmes, PLLC
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$51,471,523 in total assets and $21,052,563 in total debts.


CHASE MORTGAGE: Fitch Rates Two Series 2004-S3 Notes at Low-Bs
--------------------------------------------------------------
Chase Mortgage Finance Trust's mortgage pass-through certificates,
series 2004-S3, are rated by Fitch Ratings as follows:

        -- $315.9 million classes IA-1, IIA-1 - IIA-7, IIIA-1, A-
            P, A-X and A-R senior certificates 'AAA';

        -- $4.2 million class M certificates 'AA';

        -- $2 million class B-1 certificates 'A';

        -- $1.1 million class B-2 certificates 'BBB'

        -- $600,000 privately offered class B-3 certificates 'BB';

        -- $500,000 privately offered class B-4 certificates 'B';

Fitch does not rate the $700,000 privately offered class B-5
certificates.

The 'AAA' rating on the senior certificates reflects the 2.80%
subordination provided by the 1.30% class M, 0.60% class B-1,
0.35% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.20% privately offered class B-5
certificate. Fitch believes the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts. In addition,
the ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
primary servicing capabilities of Chase Manhattan Mortgage
Corporation (Chase) (rated 'RPS1' by Fitch).

The trust consists of 647 one- to four-family first-lien
residential mortgage loans, with stated maturity of not more than
30 years with an aggregate principal balance of $325,000,071, as
of the cut-off date (Feb. 1, 2004). The mortgage pool has a
weighted average original loan-to-value ratio of 68.73% with a
weighted average mortgage rate of 5.991%. The weighted-average
FICO score of the loans is 725. Loans originated under a reduced
loan documentation program account for approximately 4.2% of the
pool, cash-out refinance loans 22.3%, condominium properties are
8.5%, co-ops are 3.6%, and second homes 3.7%. The average loan
balance is $502,319 and the loans are primarily concentrated in
New York (35.8%), California (20.8%) and New Jersey (6.2%).

Wachovia Bank, N.A. will serve as trustee. Chase Mortgage Finance
Corporation, a special purpose corporation, deposited the loans in
the trust which issued the certificates. For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


CHOICE ONE: Stockholders' Deficit Widens to $645MM at Dec. 2003
---------------------------------------------------------------
Choice One Communications (OTCBB:CWON), an Integrated
Communications Provider offering facilities-based voice and data
telecommunications services, including Internet solutions, to
clients in 29 Northeast and Midwest markets, announced full year
and fourth quarter 2003 operating and financial results.

"During 2003, Choice One achieved significant improvements in our
financial results with a particular focus on cash flows as we
continued to evolve from a primarily voice-centric company to an
integrated voice and data communications provider," stated Steve
Dubnik, chairman and chief executive officer. "We introduced new,
competitively priced bundled voice and data services and we began
our expansion into new market segments. We completed important
operational initiatives that leverage our network footprint to
create network efficiencies that significantly reduced our cost to
provide service to clients. Perhaps most importantly, we take
pride in providing high quality service to our clients and
continue to have one of the highest client retention rates in the
industry."

                    Full Year Results

Revenue for the year was $322.9 million, up 11% from $290.8
million for full year 2002. Network costs for 2003 were $157.7
million, or 48.9% of revenue, compared with $163.9 million, or
56.4% of revenue for 2002. During 2003, the company expanded its
use of fiber and deployed more cost-effective access technologies
in its network. Selling, general and administrative (SG&A)
expenses declined by 18% in 2003 compared with 2002, primarily due
to a reduction in the total number of colleagues, continued
automation of back-office processes and ongoing cost reduction
initiatives. SG&A expenses were $129.0 million, or 39.9% of
revenue for 2003, compared with $157.6 million, or 54.2% of
revenue in 2002.

Adjusted EBITDA for 2003 was $36.2 million, or 11.2% of revenue,
compared with adjusted EBITDA losses of $14.7 million, or (5.1%)
of revenue for 2002. The company's capital expenditures during
2003 were primarily to support new client acquisitions within its
29-market operating footprint. Capital expenditures were $12.4
million in 2003, a reduction of 57% from 2002 capital expenditures
of $28.5 million. The company reported $3.7 million net cash used
in operations for full year 2003, compared with $55.1 million of
net cash used in operations for 2002.

Cash interest expense was $29.6 million in 2003, compared with
$30.0 million in 2002. At December 31, 2003, the company had $16.2
million of cash on hand.

Net loss applicable to common stockholders was $148.3 million, or
$2.75 per share, in 2003 compared with $524.1 million, or $11.50
per share, in 2002. Net loss per share in 2002 included non-cash
charges of $294.5 million for the impairment of long-lived assets
and $5.3 million in restructuring costs.

Choice One Communications Inc.'s December 31, 2003 balance sheet
shows a total stockholders' deficit of $644,995,000 compared to
$503,939,000 the prior year. Total current liabilities also
outweigh total current assets by $13,223,000.


                    2003 Accomplishments

During 2003 Choice One focused on strategic initiatives that
position the company to leverage new growth opportunities, enhance
service to its growing client base, reduce operating costs and
improve profitability and cash management.

Choice One introduced Select Savings and Select Savings.free, a
suite of new competitively priced bundled voice and data services
that leverage the company's network infrastructure and position it
to effectively compete across a wider target client segment. The
introduction of Select Savings and Select Savings.free has
contributed to significant increases in sales volume and
productivity per sales colleague, has more than doubled the
percentage of new clients subscribing to data services and has
contributed to significant increases in the average number of
lines and features sold per client. The company also introduced
enhanced services, including point-to-point, inside wiring,
LAN/WAN configuration support and help desk support.

The breadth and depth of the company's 29-market, 12-state
operating footprint can be a significant competitive advantage.
During 2003, the company introduced programs that leverage this
competitive advantage and position the company to expand into new
client segments. In November, Choice One announced a new key
accounts program that will focus on the needs of larger clients,
particularly multi-location businesses. In December, Choice One
entered the residential market, beginning with the launch of
residential services across the company's Upstate New York
markets.

Client service and retention continue to be important areas of
focus, as the company's base of more than 100,000 clients
continues to grow. During 2003, Choice One introduced self-service
options for clients desiring to make simple account inquiries at
any time of the day or night. The company also developed a client
relationship management system that allows for customization of
client service based on each client's particular needs. These and
other client service initiatives have resulted in an overall 95%
client satisfaction rating and have allowed the company to
maintain what it believes to be one of the highest client
retention rates in the industry. The company's average monthly
attrition rate was 1.5% for 2003, and was consistent with 2002.

The company reduced its overall network cost through ongoing
network optimization initiatives and the widespread deployment of
lower cost access technologies that leverage the breadth and depth
of Choice One's network of switches and collocations. Choice One
also benefited from operational scale and continued automation of
back-office processes, which contributed to an overall decrease in
SG&A expenses during 2003.

                   Fourth Quarter Results

Fourth quarter 2003 revenue was $79.8 million, up 10% from $72.6
million in fourth quarter 2002. Fourth quarter 2002 revenue
included a one-time adjustment to reflect the cumulative effect of
deferred revenue, which reduced revenue by $4.6 million.

Network costs for fourth quarter 2003 were $37.1 million, or 46.4%
of revenue, compared with $41.0 million, or 56.5% of revenue for
fourth quarter 2002. SG&A expenses were $35.0 million, or 43.9% of
revenue for fourth quarter 2003, up from $33.2 million, or 45.8%
of revenue in fourth quarter 2002. During fourth quarter 2003,
Choice One invested in new opportunities intended to accelerate
growth, including its key accounts program and residential service
offering and increased the total number of its direct sales
colleagues. The company had 392 total sales colleagues at December
31, 2003, compared with 364 and 318 at September 30, 2003 and June
30, 2003, respectively.

Adjusted EBITDA was $7.7 million, or 9.7% of revenue for fourth
quarter 2003, compared with an adjusted EBITDA loss of $1.6
million, or (2.3%) of revenue for fourth quarter 2002. The company
had $3.4 million of cash flow from operations in fourth quarter
2003, compared with $5.1 million of cash used in operations during
fourth quarter 2002. Fourth quarter 2003 was the second
consecutive quarter in which Choice One had positive cash flow
from operations.

Capital expenditures of $5.3 million in the fourth quarter were
down 39% from fourth-quarter 2002 capital expenditures of $8.8
million. Cash interest expense was $7.5 million in fourth quarter
2003, compared with $7.4 million in fourth quarter 2002.

Net loss applicable to common stockholders was $37.8 million, or
$0.70 per share, for fourth quarter 2003 compared with $50.5
million, or $0.97 per share, for fourth quarter 2002.

"We exited 2003 positioned to continue building on our strong
reputation in the marketplace," said Mr. Dubnik. "We believe the
continued sales and marketing of our Select Savings and Select
Savings.free product offerings, along with the introduction of our
key accounts program and residential service will combine to
create growth opportunities within our existing footprint and
allow us to compete across a broader client segment."

             About Choice One Communications

Headquartered in Rochester, New York, Choice One Communications
Inc. (OTCBB: CWON) is a leading Integrated Communications Provider
offering voice and data services including Internet solutions, to
businesses in 29 metropolitan areas (markets) across 12 Northeast
and Midwest states. Choice One reported $323 million of revenue in
2003, has more than 100,000 clients and employs approximately
1,400 colleagues.

Choice One's markets include: Hartford and New Haven, Connecticut;
Rockford, Illinois; Bloomington/Evansville, Fort Wayne,
Indianapolis, South Bend/Elkhart, Indiana; Springfield and
Worcester, Massachusetts; Portland/Augusta, Maine; Grand Rapids
and Kalamazoo, Michigan; Manchester/Portsmouth, New Hampshire;
Albany (including Kingston, Newburgh, Plattsburgh and
Poughkeepsie), Buffalo, Rochester and Syracuse (including
Binghamton, Elmira and Watertown), New York; Akron (including
Youngstown), Columbus and Dayton, Ohio; Allentown, Erie,
Harrisburg, Pittsburgh and Wilkes-Barre/Scranton, Pennsylvania;
Providence, Rhode Island; Green Bay (including Appleton and
Oshkosh), Madison and Milwaukee, Wisconsin.

The company has intra-city fiber networks in the following
markets: Hartford, Connecticut; Rockford, Illinois;
Bloomington/Evansville, Fort Wayne, Indianapolis, South
Bend/Elkhart, Indiana; Springfield, Massachusetts; Grand Rapids
and Kalamazoo, Michigan; Albany, Buffalo, Rochester and Syracuse,
New York; Columbus, Ohio; Pittsburgh, Pennsylvania; Providence,
Rhode Island; Green Bay, Madison and Milwaukee, Wisconsin.

For further information about Choice One, visit its web site at:

                http://www.choiceonecom.com/  


COMSTOCK RESOURCES: S&P Keeps Stable Outlook on BB- Credit Rating
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' senior
unsecured rating to Comstock Resources Inc.'s (BB-/Stable/--)
$175 million, 6.87% senior notes due 2012. Proceeds from the
offering of 6.87% notes will fund the tender offer for Comstock's
outstanding 11.25% notes due 2007. The tender offer expires
March 9, 2004. The outlook on Comstock and all of its obligations
remains stable.

Frisco, Texas-based Comstock had $306 million of debt as of
Dec. 31, 2003.

"The ratings for Comstock reflect challenges the company faces as
an independent oil and gas exploration and production company with
a small, concentrated reserve base (617 billion cubic feet
equivalent at year-end 2003; 81% natural gas; 67% proved
developed) and high debt leverage," said Standard & Poor's credit
analyst Paul B. Harvey. "These risks are partially offset by a
competitive cost structure and substantial operating leverage to
North American natural gas, which has attractive medium-term
fundamentals," he continued.

Comstock's operations are narrowly concentrated in Texas,
Louisiana, and the shallow water Gulf of Mexico. Although the 2001
acquisition of DevX Energy relieved some of the dependence on the
Gulf of Mexico for production and reserve growth, the Gulf of
Mexico, which Standard & Poor's views as having greater operating
risk than most onshore developments, still represents a
significant portion of reserves and production (35% and
34%, respectively, at Dec. 31, 2003), and roughly 61% of planned
2004 capital expenditures.

The stable outlook reflects the likelihood of further improvement
in Comstock's capital structure as excess cash flows are used to
continue to reduce outstanding bank debt.  The outlook assumes any
acquisitions will be financed in a balanced manner so as to not
weaken progress that has been made in Comstock's capital structure
and liquidity.


CONEXANT SYSTEMS: Shareowners Approve Merger with GlobespanVirata
-----------------------------------------------------------------
Conexant Systems, Inc. (Nasdaq:CNXT) and GlobespanVirata, Inc.
(Nasdaq:GSPN) received the required approval from their respective
shareowners to merge the two companies. The transaction is
expected to close by the end of February to coincide with the
Conexant accounting period. The combined company will retain the
Conexant name and its stock will continue to trade on the Nasdaq
national market under the ticker symbol "CNXT." Under the terms of
the merger agreement, GlobespanVirata shareowners will receive
1.198 shares of Conexant common stock for each share of
GlobespanVirata stock.

The combined company will have an annual revenue run-rate of
approximately $1.2 billion, and will possess the industry's most
complete and most advanced portfolio of semiconductor solutions
targeting broadband communications, enterprise networks and the
digital home. As previously announced, Dwight W. Decker will be
non-executive chairman of the board of the combined company,
Armando Geday will serve as chief executive officer, and Matt
Rhodes will be president. The combined company will employ
approximately 2,400 people worldwide and will be headquartered in
Red Bank, New Jersey.

                  About GlobespanVirata

GlobespanVirata is a leading provider of broadband communications
solutions for consumer, enterprise, personal computer and service
provider markets. GlobespanVirata delivers complete system-level
high-speed, cost-effective and flexible DSL and wireless
networking chip sets, software and reference designs to leading
global manufacturers of broadband access and wireless networking
equipment. The company's products include broadband system-level
solutions for modems, routers, residential gateways, and DSLAMs,
as well as a wide variety of wireless networking chip sets and
reference designs that are enabling a new generation of wireless
connectivity in notebooks, PDAs, digital cameras, MP3 players and
other handheld networking appliances.

GlobespanVirata applies the industry's longest history in DSL and
wireless networking development and deployment to offer
unparalleled support to its more than 400 customers in bringing
its proven broadband and wireless networking solutions to market.
GlobespanVirata is headquartered at 100 Schulz Drive, Red Bank,
New Jersey 07701 and can be reached at 732-345-7500.

                    About Conexant

Conexant's innovative semiconductor system solutions are driving
digital home information and entertainment networks worldwide. The
company has leveraged its expertise and leadership position in
modem technologies to enable more Internet connections than all of
its competitors combined, and continues to develop leading
integrated silicon solutions for cable, satellite, terrestrial
data and digital video networks.

Key products include digital subscriber line (DSL) and cable modem
solutions, home network processors, broadcast video encoders and
decoders, digital set-top box components and systems solutions,
and dial-up modems. The company also offers a suite of wireless
data and networking components solutions that includes
HomePlug(R), HomePNA(TM) and WLAN (802.11) components and
reference designs.

Conexant is a fabless semiconductor company and has approximately
1,400 employees. The company is headquartered in Newport Beach,
Calif. To learn more, visit http://www.conexant.com/

                             *   *   *

As reported in the Troubled Company Reporter's November 6, 2003
edition, Standard & Poor's Ratings Services affirmed its 'B'
corporate credit rating on Conexant Systems Inc. and revised its
outlook on the company to stable from negative, recognizing
Conxant's improving operating performance following a series of
business realignments in recent quarters and benefits anticipated
from a pending merger with GlobespanVirata Inc.


CONSOL ENERGY: Sells 50% Interest in Australian Mine for $28MM+
---------------------------------------------------------------
CONSOL Energy Inc. (NYSE: CNX), a producer of high-Btu coal and
coalbed methane gas, has completed a previously announced
agreement to sell its 50 percent interest in the Glennies Creek
Mine in New South Wales, Australia, to an affiliate of its
joint venture partner, AMCI Inc., a privately-held company based
in Greenwich, Connecticut, and Latrobe, Pennsylvania, for a total
of US$27.5 million and the assumption of US$21.3 million of debt.

CONSOL Energy expects to record in the first quarter a one-time
gain of approximately $13 million on the sale.
    
"Coal and gas fundamentals are as strong as they have been in
several years," said J. Brett Harvey, president and chief
executive officer. "As a result, we have a number of attractive
coal and gas projects within our core domestic asset base that
have greater strategic value to us than Glennies Creek."

Harvey noted that the Glennies Creek operation would require
several years of additional investment to reach its full
potential. "Given the development requirements for Glennies Creek,
this is an excellent time to redeploy shareholder assets to take
advantage of immediate opportunities in our core market areas,"
Harvey concluded.

CONSOL Energy purchased its interest in the Glennies Creek Mine in
December 2001 as the underground mine was being expanded to add a
longwall mining system. The mine produces a high-fluidity coking
coal sold primarily to steel makers in the Asia-Pacific region. In
2003, the mine produced 1.1 million tons of coal, of which CONSOL
Energy's share was 50 percent.

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

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

                http://www.consolenergy.com/


CUMMINS: Begins Exchange Offer for Outstanding 9-1/2% Sr. Notes
---------------------------------------------------------------
Cummins Inc. (NYSE:CMI) commenced an offer to exchange new 9-1/2
percent Senior Notes due 2010 for all of its outstanding
unregistered 9-1/2 percent Senior Notes due 2010.

The interest rate on the original notes is currently 10-1/2
percent, which will revert to 9-1/2 percent upon completion of the
exchange offer. The new notes will be free of the transfer
restrictions that apply to the original notes, but will otherwise
have substantially the same terms as the outstanding Original
Notes.

The exchange offer will expire at 5 p.m. EST, on March 24, 2004,
unless extended by the Company. Tenders of original notes may be
withdrawn at any time prior to the expiration date.

The exchange offer is being made pursuant to a prospectus dated
February 24, 2004. This news release does not constitute an offer
to sell or a solicitation of an offer to buy the securities
described herein, nor shall there be any offer of these securities
in any state where the offer is not permitted.

Based in Columbus, Ind., Cummins Inc. (NYSE:CMI) (S&P, BB+
Corporate Credit Rating, Negative), a global power leader, is a
corporation of complementary business units that design,
manufacture, distribute and service engines and related
technologies, including fuel systems, controls, air handling,
filtration, emission solutions and electrical power generation
systems. Headquartered in Columbus, Indiana, (USA) Cummins serves
its customers through more than 680 company-owned and independent
distributor locations in 137 countries and territories. Cummins
also provides service through a dealer network of more than 5,000
facilities in 197 countries and territories. With more than 24,000
employees worldwide, Cummins reported sales of $6.3 billion in
2003. For more information, go to http://www.cummins.com/


CUSTOM COATED: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Custom Coated Components, Inc.
        401 East 1st North Street
        Summerville, South Carolina 29484

Bankruptcy Case No.: 04-01730

Type of Business: The Debtor owns and operates an insulation
                  manufacturing business in Summerville,
                  South Carolina.

Chapter 11 Petition Date: February 16, 2004

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Ivan N. Nossokoff, Esq.
                  Ivan N. Nossokoff, LLC
                  25 Cumberland Street
                  P.O. Box 542
                  Charleston, SC 29402
                  Tel: 843-577-5292
                  Fax: 843-723-3159

Total Assets: $257,000

Total Debts:  $1,518,923

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wachovia                      Mtg + Blanket Lien        $446,602
P.O. Box 563970               Value of Collateral:      
Charlotte NC 28256               $257,000
                              Net Unsecured Claim:             
                                 $189,602
                              * Prior Liens Exist

Global Technology, Inc.                                 $139,886

Pac Rim Assoc Inc.                                      $120,000

Ernest Candies, III                                      $76,640

Bank of America                                          $30,781

Eynon Associates, Inc.                                   $26,654

Atkins and Pearce                                        $24,355

Knauf Fiber Glass                                        $15,182

Hamilton Products, Inc.                                  $15,000

Fraser Trebilcock Davis                                  $13,473
Dunlap

GE Capital Finance                                       $11,000

Delstar Technological Inc.                                $6,887

Menlo Worldwide                                           $6,379

Emery Worldwide                                           $6,379

3 Dimensional Svcs.                                       $6,242

Alpha Associates                                          $5,147

Charles Crafts, Inc.                                      $4,951

AAR KEL Moulds, LTD                                       $4,810

Trico Engineering Consultants                             $4,795

County Electric Supply                                    $4,535


DAYTON SUPERIOR: December 2003 Balance Sheet Shows $7.3M Deficit
----------------------------------------------------------------
Dayton Superior Corporation reported that sales for the fourth
quarter of 2003 totaled $99.4 million, a 6.6% increase from year
earlier fourth quarter sales of $93.2 million. The increase in
sales was primarily due to the July 2003 acquisition of Safway
Formwork Systems, which contributed $6.8 million.

Gross margin for the fourth quarter of 2003 was 27.7% of sales as
compared to 31.3% of sales in the fourth quarter of 2002. This was
primarily due to higher operating expenses, such as rental
depreciation from the acquisition of Safway, steel, and insurance.
Lower used rental equipment sales also contributed to the decrease
in gross margin as a percent of sales. SG&A increased to $24.3
million in the recent quarter from $23.9 million in the fourth
quarter of 2002, primarily due to the acquisition of Safway.
Excluding the acquisition of Safway, which added $2.4 million of
SG&A costs, SG&A costs would have declined $2.0 million in the
quarter as a result of the Company's cost savings initiatives.

Income from operations in the recent quarter totaled $1.6 million
versus $2.5 million in the fourth quarter of 2002. The Company
reported a net loss of $4.9 million in the fourth quarter of 2003,
versus a net loss of $5.6 million in the fourth quarter of 2002.

Sales for the entire year of 2003 totaled $377.9 million, versus
$398.7 million in 2002. Safway contributed $9.6 million in sales
for the year. Gross margins declined to 27.6% of sales for 2003
versus 32.3% of sales in 2002 due to higher operating expenses,
such as depreciation, steel, and insurance. SG&A expenses for the
entire year declined over $4.0 million, despite adding over $3.0
million in SG&A for Safway, as management continued its efforts to
minimize costs. For 2003, Dayton Superior had an operating income
of $14.0 million versus $31.7 million in 2002. The Company
reported a net loss of $17.1 million for 2003 versus the net loss
of $20.3 million reported in 2002. Included in the 2003 loss was a
$2.5 million loss on early extinguishment of long-term debt.
Included in the 2002 loss was a goodwill write-down of $17.1
million after taxes.

Stephen R. Morrey, Dayton Superior's President and Chief Executive
Officer said, "While there are some signs that the market for
product sales appears to be near the bottom, we expect that the
first half of 2004 will be challenging for rental revenue and used
equipment sales. This less favorable sales mix, coupled with
rising steel costs, will continue to exert pressure on our gross
margin. We believe already announced price increases effective
January 1 and March 1 will offset the impact of rising steel costs
on gross margin, although we do not expect to fully realize this
until the second half of 2004. In addition, we are continuing our
efforts to rationalize our cost structure to position the Company
for a market recovery."

Dayton Superior Corporation's December 31, 2003 balance sheet
shows a shareholders' equity deficit of $7,267,000 compared to
$4,241,000 the previous year.

Dayton Superior Corporation is the largest North American
manufacturer and distributor of metal accessories and forms used
in concrete construction and metal accessories used in masonry
construction and has an expanding construction chemicals business.
The Company's products, which are marketed under the Dayton
Superior(R), Dayton/Richmond(R), Symons(R), American Highway
Technology(R) and Dur-O-Wal(R) names, among others, are used
primarily in two segments of the construction industry: non-
residential buildings and infrastructure construction projects.


DII IND.: Court Sets Lease-Time Extension Hearing for March 10
--------------------------------------------------------------
DII Industries LLC and its debtor-affiliates ask the Court to
extend the time within which they may assume or reject the Leases
to the later of May 12, 2004, or such date as the Plan may be
confirmed, but in no case later than
June 18, 2004.

As of the Petition Date, the Debtors are party to 31 unexpired
non-residential real property leases:

Lessor                             Property Description
------                             --------------------
12th Street Associates, LLC        Project Office 9
                                   South Street
                                   Richmond, Virginia

2503 Del Prado LLC                 Project Office
                                   Cape Coral, Florida

Albert J Dwoskin, Trustee          Office Space
                                   5834-D North
                                   Kings Hwy No.18
                                   Alexandria, Virginia

Alexander Puglia Trust Estate      Temporary Corporate Housing

Ampco System Parking               10 unreserved parking spaces

AP-Ming Commerce Center            Office Space
                                   5500 Ming Ste. 228
                                   Bakersfield, California

Bel Air Investments                Office Space-Mobile

Bob Horn                           Coalfields Expressway

BP 270 II LLC                      Office Space
                                   Germantown, Maryland

Brandywine Operating               St. Brides Project Office
Partnership                        300 Arboretum Place
                                   Richmond, Virginia

Catholic Healthcare West           Office Space
                                   790 E. Colorado Blvd.,
                                   6th Floor

Central Parking Systems            Parking Rent for
                                   116 Parking Spaces
                                   1550 Wilson Blvd.
                                   Arlington, Virginia

City of Houston,                   Project Office - IAH
Dept of Aviation

Cypress Communications LLC         Office Space
                                   1525 Wilson Blvd, 2nd Floor
                                   Arlington, Virginia

D2P Joint Venture                  Office Space
                                   7th Floor
                                   1550 Wilson Blvd.

Dresser Cullen Venture             Office Space
                                   601 Jefferson
                                   Houston, Texas

Dresser Inc. - Meters              Office Space
                                   2135 Hwy 6
                                   Houston, Texas

Foxworth Real Estate Co. Ltd.      Personnel Office
                                   1310 Pennsylvania
                                   Beaumont, Texas

Gaithersburg Storagehouse          Storage Rental No.478

Greenville Centennial Ltd          Office Space
                                   Richardson, Texas

Horn's Auto & Truck Parts          Apt. Lease (for Jim Kelly)
                                   Rt. 83 Slate Creek No. 2B
                                   Grundy, Virginia

Landmark Graphics                  Project Office
                                   16155 Park Row

Marvin Weniger                     Apt. Lease
                                   (for temporary housing)
                                   1111 Arlington Blvd. No.340
                                   Arlington, Virginia

Oak Lawn Design Partners LP        Dallas Regional Office
                                   144 Oak Lawn, Ste 100
                                   Dallas, Texas

T. L. Smith Heirs Trust            Manor Lake Facility

TCP Parc Centre One Partners LP    Office Space
                                   9950 Westpark

Town & Country Rentals             Project Office
                                   128 & 130 North Second St.

Trizechahn Office Properties       Office Space
                                   500 Jefferson
                                   Houston, Texas

Trizechahn Regional Pooling LLC    Office Space
                                   1550 Wilson Blvd.
                                   Arlington, Virginia

Trizechahn Rosslyn South LLP       Storage Rental B2-10
                                   1901 N Ft Myer Dr.
                                   Arlington, Virginia

Marjorie Beale                     Apt. Lease
                                   (for Chris Heinrich,
                                   KBR Assoc. General Counsel)
                                   4376 N. Pershing Dr.
                                   Arlington, Virginia

                        *    *    *

The Court will convene a hearing on March 10, 2004, to consider
the DII Industries, LLC and its debtors' request.  By application
of Local Bankruptcy Rule 9013-6 for the Western District of
Pennsylvania, the Debtors' lease decision period is extended until
the disposition of the Debtors' request.

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: Court Disallows $16.5 Million Late-Filed Televisa Claim
----------------------------------------------------------------
Claimholders were required to file proofs of claim with any
supporting documentation on or before the September 2, 2003, Bar
Date in the Chapter 11 cases of DirecTV Latin America, LLC, and
its debtor-affiliates.  M. Blake Cleary, Esq., at Young Conway
Stargatt & Taylor, LLP, in Wilmington, Delaware, states that
Televisa S.A. de C.V.'s $16,522,655 claim was filed after the Bar
Date.

At the Debtor's request, the Court expunges Televisa's Late-Filed
Claim in full. (DirecTV Latin America Bankruptcy News, Issue No.
21; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ECHOSTAR COMMUNICATIONS: Goldman Sachs Reports 6.4% Equity Stake
----------------------------------------------------------------
Goldman Sachs Asset Management, L.P., beneficially owns 15,722,384
shares of the Class A common stock of EchoStar Communications
Corporation, representing 6.4% of the outstanding Class A common
stock of the Company.  Goldman Sachs Asset Management holds sole
voting power over 12,975,884 such share, and sole dispositive
powers over the entire 15,722,384 shares.

Beginning on or about April 26, 2003, GSAM LP assumed all, or
substantially all of the rights and responsibilities of Goldman
Sachs Asset Management, a separate business unit of The Goldman
Sachs Group, Inc. under the terms of its advisory agreements.  The
full assumption is expected to be completed by the close of the
first quarter of 2004.
     
EchoStar Communications Corporation (NASDAQ: DISH) (S&P, BB-
Corporate Credit Rating, Stable) serves over 9 million satellite
TV customers through its DISH Network(TM), and is a leading U.S.
provider of advanced digital television services. DISH Network's
services include hundreds of video and audio channels, Interactive
TV, HDTV, sports and international programming, together with
professional installation and 24-hour customer service. DISH
Network is the leader in the sale of digital video recorders
(DVRs). EchoStar has been a leader for 23 years in satellite TV
equipment sales and support worldwide. EchoStar is included in the
Nasdaq-100 Index (NDX) and is a Fortune 500 company. Visit
EchoStar's Web site at http://www.echostar.com/


ELAN CORP: Will Present at Lehman Brothers' March 3 Conference
--------------------------------------------------------------
Elan Corporation, plc will present at the Lehman Brothers Seventh
Annual Global Healthcare Conference in Miami, Florida on
Wednesday, March 3, at 10.45 a.m. Eastern Standard Time, 3.45 p.m.
Greenwich Mean Time. Interested parties may access a live audio
webcast of the presentation by visiting Elan's website at
http://www.elan.com/and clicking on the Investor Relations  
section, then on the event icon.

                         About Elan

Elan Corporation, plc is a neuroscience-based biotechnology
company that is focused on discovering, developing, manufacturing
and marketing advanced therapies in neurology, autoimmune
diseases, and severe pain. Elan (NYSE: ELN) shares trade on the
New York, London and Dublin Stock Exchanges.

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


ENRON: Committee Alleges $1-Mil. Fraudulent Transfer to R. Causey
-----------------------------------------------------------------
According to Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York, Enron Corporation made, or caused to be
made, a $1,000,000 transfer to Richard A. Causey on February 1,
2001.  Mr. Kirpalani relates that pursuant to Section 547(b) of
the Bankruptcy Code, the Transfer is avoidable because the
Transfer:

  (a) was made within one year prior to the Petition Date,
      when Enron was considered to be insolvent;

  (b) constitutes a transfer of interest in Enron's property;

  (c) was made to, or for the benefit of, a creditor;

  (d) was made on account of an antecedent debt owed to the
      creditor; and

  (e) enabled Mr. Causey to receive more than he would have
      received if:

      -- these cases were administered under Chapter 7 of the
         Bankruptcy Code;

      -- the Transfer was not made; and

      -- Mr. Causey received payment of the debt to the extent
         provided by the Bankruptcy Code.

Mr. Kirpalani contends that the Transfer is recoverable.

In addition, Mr. Kirpalani tells the Court that the Transfer is
also a fraudulent transfer in accordance with Section
548(a)(1)(B) because Enron received less than reasonable
equivalent value in exchange for some or all of the Transfer.

In the alternative, Mr. Kirpalani asserts that the Transfer
should be considered a fraudulent transfer that may be avoided
and recovered pursuant to Sections 554 and 550 of the Bankruptcy
Code, Sections 270 to 281 of the New York Debtor and Creditor Law
or other applicable law on these additional grounds:

  -- As a direct and proximate result of the Transfer, Enron
     and its creditors suffered losses amounting to at least
     the value of the Transfer; and

  -- At the time of the Transfer, there were creditors holding
     unsecured claims and there were insufficient assets to pay
     Enron's liabilities in full.

Accordingly, the Official Committee of Unsecured Creditors, on
the Enron's behalf, seeks a Court judgment:

  (a) declaring the avoidance and setting aside of the Transfer
      pursuant to Section 547(b);

  (b) in the alternative, declaring the avoidance and setting
      aside of the Transfer pursuant to Section 548(a)(1)(B);

  (c) in the alternative, declaring the avoidance and setting
      aside of the Transfer pursuant to Bankruptcy Code
      Section 544, New York Debtor and Creditor Law Sections
      270-281 or other applicable law;

  (d) awarding to the Committee an amount equal to the Transfer
      and directing Mr. Causey to immediately pay the Transfer
      pursuant to Section 550(a), together with interest from
      the date of the Transfer; and

  (e) awarding to the Committee its attorneys' fees, costs and
      other expenses incurred. (Enron Bankruptcy News, Issue No.
      99; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FERRELLGAS: Fitch Affirms BB Rating on $218 Million Senior Notes  
----------------------------------------------------------------
Ferrellgas Partners, L.P.'s outstanding $218 million senior notes
are affirmed at 'BB+' by Fitch Ratings. In addition, Ferrellgas,
L.P.'s outstanding $534 million senior notes and $308 million bank
credit facility are affirmed at 'BBB'. The ratings are removed
from Rating Watch Negative where they were placed on Feb. 10,
2004. The Rating Outlook is Negative. FGP, through its operating
limited partnership FGLP, is the second largest domestic retail
propane master limited partnership.

The rating action follows Fitch's review of FGP's planned
acquisition of all of the outstanding common stock of Blue Rhino
Corp. in a cash transaction valued at approximately $340 million.
For the twelve-month period ended Oct. 31, 2003, RINO generated
EBITDA of approximately $35 million, indicating the acquisition
price represents an EBITDA multiple of over 9 times. RINO is the
nation's leading operator of propane tank exchange services with a
network of more than 29,000 retail locations in 49 states and
Puerto Rico. The affirmation of FGP/FGLP's ratings assumes that
the company ultimately adopts a conservative financing structure
for the acquisition utilizing a balance mix of debt and common
units. Positively, no interim debt will be issued by FGP to bridge
the acquisition as the permanent funding will be placed at
closing.

The Negative Rating Outlook reflects Fitch's expectation that key
consolidated credit measures will remain weak relative to FGP's
rating in the near-term due to the initial leveraging impact of
the RINO acquisition and the negative affect of recent warmer than
normal weather on FGP's core propane distribution operations. In
addition, there is some uncertainty over the future operating and
financial performance at the merged company, including RINO's
capacity to continue its robust historical growth rate and FGP's
ability to extract expected synergies from the business
combination.

Fitch notes that RINO has exhibited strong earnings and cash flow
growth in recent years and maintains a substantial share of the
propane cylinder exchange market. However, given that RINO's
cylinder exchange operations represent a departure from FGP's core
operations, Fitch believes the pending RINO purchase presents a
medium degree of integration risk. To maintain current rating
levels, FGP will need to continue effectively operating its core
propane distribution business, profitably grow RINO's cylinder
exchange operations, extract reasonable synergies and finance the
acquisition with a balanced mix of debt and equity.

The current ratings of FGP and FGLP are supported by the
underlying strength and scale of its retail propane distribution
network, broad geographic reach, track record of customer
retention and ability to maintain unit margins even during past
wholesale price spikes. Primary credit concerns include the
company's inherent sensitivity to regional weather conditions and,
to a lesser degree, exposure to product cost volatility. The bulk
of FGP's earnings and cash flow are generated during the winter
heating season and remain linked to prevailing weather patterns.
However, the regional diversity of the company's distribution
network mitigates its exposure to weather conditions and economic
cycles. Due to the absence of operating assets at the MLP level,
FGP relies on upstream distributions from its operating limited
partnership (OLP) subsidiary to meet ongoing debt obligations.
FGP's structural subordination to $696 million of debt at FGLP is
reflected in its lower rating.

Fitch notes that FGP has demonstrated a consistent track record of
acquiring and integrating both large and smaller scale retail
propane operations. Positively, the addition of RINO's assets
would help offset the seasonality of FGP's current cash flows.
Because RINO's propane cylinder sales are concentrated during the
summer months, positive cash flows would be generated during a
period when FGLP's business is relatively dormant. Moreover,
although RINO's operations are affected by weather conditions,
particularly rainfall during the summer months, financial
performance appears to be less weather sensitive than FGP's
existing retail propane distribution business. In addition, RINO
should continue to benefit from the growth of its three largest
customers, Home Depot, Wal-Mart and Lowe's. As each of these
retailers expands, RINO's market for cylinders grows as well.
However, these relationships also expose RINO to high customer
concentration. During fiscal year 2003, these three retailers
accounted for over 60% of total sales and this concentration is
likely to increase somewhat over the next several years.

Fitch's credit analysis for master limited partnerships emphasizes
cash flow analysis on both a historical and prospective basis. For
the twelve month period ended Oct. 31, 2003, during which
relatively normal weather conditions prevailed in FGP's service
territory, consolidated MLP debt-to-EBITDA and EBITDA to interest
were 5.0x and 2.8x, respectively. Similar ratios at the OLP level
are stronger, approximating 3.8x and 4.0x for the same period.
Fitch also considered the pro forma financial condition for the
combined FGP/RINO entity, incorporating the incurrence of new
acquisition debt and equity. On a pro forma basis, consolidated
credit measures at FGP are expected to be weak for the rating
category over the near-term. Assuming normal weather, moderate
growth at RINO and realization of merger synergies, credit
measures should gradually strengthen.

Cash distributions to FGP, which can be generally defined as
EBITDA generated by the OLP minus OLP cash interest expense and
maintenance capital expenditures, covered interest expense on
FGP's stand-alone debt obligations by 6.8x for the fiscal year
ended July 31, 2003. This ratio has ranged between 4.6x-9.7x over
the past five years. Going forward, the OLP is expected to
generate sufficient cash distributions to meet the MLP's debt
payments. Even under stress case conditions and assuming no growth
at RINO, this ratio is anticipated to exceed 5.0x over the next
several years.


FERRELLGAS PARTNERS: Publishes Second Quarter Results
-----------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation's largest
retail marketers of propane, reported earnings for the second
quarter of fiscal year 2004. The second quarter covers the three-
month period ended January 31, 2004.

Significantly warmer than normal winter heating season
temperatures resulted in retail sales for the quarter of 319
million gallons, compared to the prior year's near-record sales
volume of 360 million gallons sold in the quarter. Gross profit
for the quarter was $194.9 million, compared to $209.7 million
reported in the second quarter of fiscal 2003, primarily the
result of the lower retail gallon sales and contributions from
risk management activities, partially offset by increased margins
from retail locations.

Operating expense for the second quarter was $79.8 million,
essentially unchanged compared to the prior year's quarter and
general and administrative expense for the quarter was $9 million,
compared to $7.8 million reported in the second quarter of fiscal
2003. Equipment lease expense for the quarter was $4.7 million,
down $0.8 million from the prior year's quarter.

Adjusted EBITDA and net earnings for the second quarter were
$101.4 million and $67.1 million, respectively, compared to $116.8
million and $87.1 million reported in the prior year period.

"This winter has presented our industry many challenges, as winter
heating season temperatures in our operating areas have been
significantly warmer than normal," said James E. Ferrell, Chairman
and Chief Executive Officer. "As we have demonstrated in the past,
we will meet these challenges through effective margin and cost
management, providing a secure distribution to our common
unitholders, while looking for opportunities to expand our
operations."

On February 9, 2004, the partnership announced it will acquire
substantially all of the assets of Blue Rhino Corporation from a
subsidiary of Ferrell Companies, Inc., the parent of the
partnership's general partner. Blue Rhino is the nation's leading
provider of branded propane tank exchange service and
complimentary products with 29,000 retail locations in 49 states
and Puerto Rico. Terms of the agreement call for the partnership
to assume the requirement to pay $17 in cash for each share of
Blue Rhino stock outstanding on the date of the acquisition by the
subsidiary, anticipated to be approximately $340 million.

"Blue Rhino is a great compliment to our existing base business
and will provide us a large presence in the tank exchange market,
the fastest growing portion of the retail propane industry," added
Mr. Ferrell. "Blue Rhino's counter-cyclical operations and cash
flow will further enhance our ability to provide stable,
consistent earnings to investors, while providing us the
opportunity to achieve year-over-year organic growth."

For the six-months ended January 31, 2004, retail propane sales
volumes and gross profit were 494 million gallons and $291
million, respectively, and operating and general and
administrative expenses were $152.3 million and $15.9 million,
respectively. Equipment lease expense for the six-month period was
$9.2 million. As is typically the case, year-to-date results were
primarily impacted by the seasonal performance experienced in the
second quarter. Adjusted EBITDA and net earnings for the six-month
period were $113.6 million and $48.4 million, respectively,
compared to $128.1 million and $62.1 million for the same period
last year.

Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., currently serves more than one million customers
in 45 states. Ferrellgas employees indirectly own more than 17
million common units of the partnership through an employee stock
ownership plan.

                         *    *    *

As reported in the Troubled Company Reporter's February 12, 2004
edition, Fitch Ratings placed Ferrellgas Partners, L.P.'s
outstanding 'BB+' senior notes on Rating Watch Negative. In
addition, Ferrellgas, L.P.'s outstanding 'BBB' senior unsecured
notes and 'BBB' rated unsecured credit facility were placed on
Rating Watch Negative. A Rating Watch Negative means that the
ratings may be lowered or affirmed in the near term.

The rating action followed the announcement that FGP has entered
into an agreement to acquire all of the outstanding common stock
of Blue Rhino Corp. in a cash transaction valued at approximately
$340 million. RINO is the nation's leading operator of propane
tank exchange services with a network of more than 29,000 retail
locations in 49 states and Puerto Rico. For the fiscal year ended
July 31, 2003, RINO generated consolidated EBITDA of approximately
$36 million. FGP expects to complete the acquisition by June 2004
following receipt of RINO shareholder approval.

The Rating Watch status reflects uncertainty associated with FGP's
planned acquisition funding and its impact on FGP's consolidated
credit profile. In addition, Fitch believes the proposed purchase
of RINO presents a higher degree of execution risk as compared
with prior acquisition activity conducted by FGP.


FLEXTRONICS INT'L: Obtains Fitch's BB+ Rating on Sr. Sub. Notes
---------------------------------------------------------------
Fitch Ratings has initiated coverage of Flextronics International
Ltd. The company's senior subordinated notes are rated 'BB+'. The
Rating Outlook is Stable. Approximately $1.1 billion of debt is
affected by Fitch's action.

The ratings reflect Flextronics' leading position in the
electronics manufacturing services industry, relatively stable
operating metrics through the recent information technology
downturn, financial flexibility related to its conservative
capital structure and solid liquidity, and a strong and consistent
management team. Also considered is Flextronics' consistent
operating and free cash flow from continued reductions in
industry-leading cash conversion days and restrained capital
spending.

The Stable Outlook reflects sound prospects for improving
operating profitability, driven by a better pricing environment,
continued cost benefits from past restructurings, higher capacity
utilization rates from expected volume increases, and some
operating leverage from its printed circuit board fabrication
operations, which has experienced improved demand and stabilized
pricing the past few quarters.

Ratings concerns center on Flextronics' heavy reliance on lower
margin end-markets, risks associated with diversifying and
expanding service offerings, the company's historically
acquisitive nature, and weak pricing for its lower mix products.
Additionally, Flextronics' recently announced transaction with
Nortel, if consummated, would add approximately $2 billion of
higher-margin annual revenues, one of the largest EMS contracts
ever awarded. However, the deal also would involve significant
operating and execution risks, and could cause cash conversion
days to increase.

Through acquisitions, as well as from consistent organic growth,
Flextronics reached revenues of $13.8 billion for the latest-
twelve-months (LTM) ended Dec. 31, 2003 becoming the largest EMS
provider. Operating margins declined by approximately 200 basis
points from fiscal 2001 to the LTM ended Dec. 31, 2003, due to an
increased focus on lower margin handheld and consumer devices end-
markets; however, for the same time period Flextronics
demonstrated relatively stable credit protection measures compared
to most of its Tier 1 EMS peers, driven primarily by the company's
ability to turn inventory quickly and a bias toward funding
acquisitions with mostly equity.

Flextronics' financial flexibility includes several sources of
liquidity and is enhanced by consistent operating and free cash
flow. Flextronics' industry-leading cash conversion cycle reached
fourteen days (compared with a Tier 1 EMS industry average of
approximately 32 days) during the most recent quarter and has
enabled the company to support organic growth with funds from
operations. The cash conversion cycle was partially enhanced by
the company's accounts receivable securitization facility.

Even though operating profitability and EBITDA have improved in
the last two quarters, two refinancing transactions during the
first two quarters of fiscal 2003 have simultaneously increased
gross debt and reduced interest incurred. As a result, interest
coverage (EBITDA-to-interest incurred) has steadily improved to
approximately 7.4 times for the LTM ended Dec. 31, 2003, from 6.7x
for the LTM ended Dec. 31, 2002. Leverage, as measured by total
debt-to-EBITDA, increased to 2.5x for the LTM ended Dec. 31, 2003,
from 1.8x for the same period ended Dec. 31, 2002. In spite of
this increase in leverage, net leverage (net-debt-to-EBITDA) has
remained at roughly 1.0x, due to the company's maintenance of
higher cash balances. Fitch expects that Flextronics' credit
metrics should improve moderately during fiscal year 2005.

Fitch recognizes the challenges Flextronics faces in significantly
improving operating margins, as the company continues to rely on
consumer-oriented markets despite efforts to diversify service
offerings and end-markets. Also considered are the risks
associated with EMS providers moving away from traditional EMS
activities, such as assembly and testing, and expanding higher
margin service offerings such as ODM and logistics services, which
could have a negative effect on cash conversion days.

Flextronics is conservatively capitalized with staggered debt
maturities. As of Dec. 31, 2003, its $1.7 billion of liquidity is
solid and consists of $830 million of cash and equivalents, an
unutilized $880 million senior unsecured bank credit facility, a
fully-drawn $250 million accounts receivable securitization
program, and consistent free cash flow. Flextronics also maintains
a $1.0 billion universal shelf registration.

Total debt at Dec. 31, 2003, was approximately $1.5 billion and
consists primarily of:

   -- $500 million 1% convertible subordinated notes due 2010;
   -- $7.3 million 9-7/8% senior subordinated notes due 2010;
   -- $186.6 million 9-3/4% senior subordinated notes due 2010;
   -- $400.0 million 6-1/2% senior subordinated notes due 2013;
   -- $200 million zero-coupon convertible junior subordinated
        notes due 2008.

Flextronics' obligations for the remaining quarter of fiscal 2004,
which ends March 31, 2004, are minimal and scheduled maturities
for subsequent years are $200 million in 2008, $694 million in
2010, and $400 million in 2013.

These ratings are based on existing public information and are
provided as a service to investors.


GADZOOKS INC: Leonid Frenkel Discloses 9.63% Equity Stake
---------------------------------------------------------
Leonid Frenkel beneficially owns 880,000 shares of the common
stock of Gadzooks Inc., representing 9.63% of the outstanding
common stock of Gadzooks.  Mr. Frenkel shares voting and
dispositive powers over the stock.

Leonid Frenkel is the managing member of Triage Management LLC, a
Delaware limited liability company that serves as the general
partner, investment manager and/or investment adviser to,  and
exercises investment discretion over the accounts of, a number of
investment vehicles.  None of those investment vehicles has
beneficial ownership of 5% or more of the class of common stock.

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


GADZOOKS: Court Grants Final Approval of 30 Million DIP Financing
-----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas, Dallas Division entered a final order approving the
Gadzooks, Inc. (OTC Pink Sheets: GADZQ) company's Debtor-in-
Possession loan agreement with Wells Fargo Retail Finance, LLC
that had previously been approved on an interim basis. The one-
year agreement provides for maximum financing of $30 million and
matures on February 3, 2005. Reserves that had been in place under
the interim agreement were released and advance rates were raised,
resulting in approximately $3 million of increased borrowing
availability effective immediately. In addition, a future
commitment was negotiated to provide incremental borrowing
capacity upon the filing of the company's fiscal 2003 Federal
income tax return, which is expected to result in a tax refund.
This commitment should provide additional borrowing capacity of
about $3.5 million.

"We are pleased to have this step in our reorganization complete,"
said Jerry Szczepanski, Chief Executive Officer. "The liquidity
and stability provided under this agreement will help the company
maintain a smooth flow of goods to its stores, improve vendor
relations and manage its reorganization in an orderly manner."

The company is also negotiating modifications to pre-petition
standby letters of credit to effectively replace those pre-
petition arrangements with appropriate post-petition financing
agreements. It is expected that the successful negotiation of
these modifications could result in additional availability of
approximately $2.6 million.

Dallas-based Gadzooks is a specialty retailer of casual clothing,
accessories and shoes for 16-22 year-old females. Gadzooks
currently operates 399 stores in 41 states.


GADZOOKS: Gets Nod to Appoint Lain Faulkner as Claims Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Gadzooks, Inc., authority to hire Lain, Faulkner & Co., as its
Official Claims and Noticing Agent.  The Debtor has also tapped
the firm to provide accounting and financial advisory services.

The Debtor estimates that there are in excess of 5,000 creditors
and other parties in interest in this chapter 11 case, many of
which are expected to file proofs of claim. Further, the
preparation of the Statement of Financial Affairs and Schedules of
Assets and Liabilities for the Debtor, as well as the required
reporting to the creditors and the United States Trustee will
severely tax the corporation of the Debtor's existing accounting
department.  The Debtor believes that the retention of an Agent to
render such services is in the best interests of its estate and
parties in interest.  

Don Lain, in his affidavit, provides that lain Faulkner is a
nationally-recognized specialist in chapter 11 administration and
has considerable experience in noticing and claims administration
in chapter 11 cases.

Lain Faulkner has agreed to:

   a) assist the Office of the Clerk and the Debtor with
      noticing and claims docketing;

   b) assist the Debtor with noticing and the compilation,
      administration, evaluation and production of documents;

   c) assist the Debtor with the preparation of its schedules of
      assets and liabilities and statement of financial affairs
      and information required in connection with the
      administration of the Debtor's chapter 11 case;

   d) prepare and serve all notices required in the bankruptcy
      case;

   e) maintain copies of all proofs of claim and proofs of
      interest filed in the bankruptcy case;

   f) maintain the official claims register;

   g) receive and record all transfers of claims pursuant to
      Federal Rule of Bankruptcy Procedure 3001(e);

   h) maintain an up-to-date mailing list for all entities who
      have filed proofs of claim and/or requests for notices in
      the bankruptcy case;

   i) assist the Debtor with the management, reconciliation and
      resolution of claims;

   j) mail and tabulate ballots for purposes of plan voting;

   k) assist the Debtor with the preparation and maintenance of
      its Schedules of Assets and Liabilities, Statement of
      Financial Affairs and other master lists and databases of
      creditors, assets and liabilities;

   l) assist the Debtor with the production of reports, exhibits
      and schedules of information for use by the Debtor or to
      be delivered to the Court, the Clerk's Office, the U.S.
      Trustee or third parties; and

   m) provide other technical and document management services
      of a similar nature requested by the Debtor or the Clerk's
      office.

Mr. Lain reports that the firm's standard hourly rates currently
range from:

      Position                       Billing Rates
      --------                       -------------
      Accounting Clerks              $45 to $65 per hour
      Staff Accountants              $100 to $165 per hour
      Senior and Manager Level
          Accountants                $215 to $280 per hour
      Shareholders                   $285 to $325 per hour
   
Headquartered in Carrollton, Texas, Gadzooks, Inc.
-- http://www.gadzooks.com/-- is a mall-based specialty retailer  
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18. the Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-
31486).  Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at
Akin Gump Strauss Hauer & Feld, LLP represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.


GMAC COMMERCIAL: S&P Takes Rating Actions on Series 2001-FL1 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of GMAC Commercial Mortgage Securities Inc.'s commercial
mortgage pass-through certificates from series 2001-FL1.
Concurrently, the rating on one class was lowered and ratings were
affirmed on two classes.

The raised ratings reflect the increase in credit support due to
loan paydowns. The lowered rating reflects significant operating
declines in two loans.

At issuance, the principal balance of the pool was $313.5 billion,
compared to $64.2 million currently. There are presently four,
one-month LIBOR-based adjustable loans outstanding, down from 21
at issuance. According to the servicer, GMAC Commercial Mortgage
Corp., the Westport Plaza loan's (which matured Jan. 1, 2004) in-
trust principal balance of $32.5 million was paid off
Feb. 19, 2004.

All four outstanding loans are interest only, and only the Bank
One loan requires principal paydowns. The four whole loans have
been split into senior and junior interests. The junior interests
total $33.1 million and are held outside the trust. The junior
interests are not pooled. Therefore, once the junior interest of a
defaulted loan has been eroded, losses will be incurred at the
certificate level and not by the other junior interests. There
were seven loans (totaling 21.1% of the pool's principal balance)
at issuance that had either mezzanine debt or preferred equity.
There is only one such loan currently. The Seahurst Village
Apartments has $1.1 million of mezzanine debt outstanding.

The property types include office (64% of total principal
balance), retail (19%), and multifamily (17%). At issuance, the
property type breakdown included office (26%), industrial (25%),
retail (17%), multifamily (11%), medical office (11%), and hotel
(10%). The properties are located in four states and the largest
property, Bank One in Houston, Texas, represents 61% of the pool's
total principal balance.

There are currently two loans totaling $51.1 million in-trust that
are being specially serviced by GMACCM and two loans totaling
$13.2 million in-trust on the servicer's watchlist. The four loans
are outlined below.

The specially serviced loans are as follows:

     -- Bank One Center ($53.3 million whole loan, $38.0 million
        in trust).

        The loan is secured by a 734,743-square-foot, multi-
        tenanted office property located in Houston's central
        business district. The building was constructed in 1956
        and substantially renovated between 1992 and 1994. The
        loan, which is current, was transferred into special
        servicing Nov. 6, 2003 after it matured Sept. 1, 2003
        without any extension options. In mid-January 2004, Bank
        One Corp. ('A' rated, on CreditWatch positive), the
        largest tenant that occupies 42% of the building's
        rentable square footage, announced its merger plans with
        JP Morgan Chase & Co. ('A+'). At the time of the merger
        announcement, the borrower was in discussions with Bank
        One to extend its lease, which expires in 2006. With the
        executed lease, the borrower planned to sell the property.
        Bank One indicated that it would not be signing a lease
        renewal in the near future. As a result, the borrower has
        asked to extend its mortgage, which is currently being
        negotiated with GMACCM. As of Sept. 30, 2003, the
        property's occupancy was 92%.

     -- St. Louis Marketplace ($23.3 million whole loan, $12.1
        million in trust). The loan is collateralized by a
        498,000-sq.-ft. retail center in St. Louis, Mo. The loan,
        which is 60-days late, was transferred to special
        servicing Dec. 23, 2003 and matured Feb. 1, 2004. It has
        two 12-month extensions with the extended maturity date of
        Feb. 1, 2006. The property is currently 60% occupied, down
        from 84% at issuance. The remaining tenants are Kmart,
        which is expected to stay (23% of the center's square
        footage; lease expiration August 2017), Sam's Club, which
        is expected to vacate within 18 months (22% of space; July
        2017 lease expiration date), and Office Max (5% of space,
        lease expiration of July 2007). Many of the smaller
        tenants are on month-to-month leases. According to a
        recent site inspection, the property's location and design
        are difficult, as a new shopping center currently under
        construction is within two miles of the property. The
        property's net cash flow has declined 28% since issuance.
        An appraisal is pending.

     The two watchlist loans are as follows:

     -- Seahurst Village ($18.0 million whole loan, $10.9 million
        in-trust). The loan is collateralized by a 543-unit
        multifamily complex in Burien, Washington (suburb of
        Seattle). The property, which was built in 1948, is
        suffering from a soft economy, including the Boeing
        layoffs, and aggressive concessions offered by competitive
        product. Rents have been reduced and concessions have been
        offered in order to stabilize occupancy, which was 82% at
        Sept. 30, 2003, down from 89% at issuance. The loan, which
        is 60-days late, was expected to be refinanced on its
        Nov. 1, 2003 maturity date, but it fell through. There are
        no extensions available. The loan is currently being
        reviewed to be sent to the special servicer. The
        property's net cash flow has declined by 45% since
        issuance.

     -- 100 Davidson Avenue ($3.7 million whole loan, $2.25
        million in trust). A 63,910-sq.-ft. office building in
        Somerset, N.J. secures the loan. The property was built in
        1978, and its largest tenant (10,000 sq. ft.) is the U.S.
        FBI, which recently renewed its lease. The property is
        currently 85% occupied, compared to 96% at underwriting.
        The loan matured Feb. 1, 2004 without any extensions
        available. GMACCM is currently working with the borrower
        to refinance the loan by the end of March 2004.

While completing its stress analysis, Standard & Poor's was most
concerned with the St. Louis Marketplace and Seahurst Village
loans, which were major contributors to the lowered class.
     
                     RATING LOWERED
    
                Rating
        Class  To    From   Credit Support
        F      B-    BB               0.0%
    
                     RATINGS RAISED
    
                Rating
        Class  To    From   Credit Support
        B      AAA   AA              71.3%
        C      AAA   A               58.3%
        D      AA    BBB             45.3%
        E      A     BBB-            27.5%
    
                      RATINGS AFFIRMED

        Class  Rating   Credit Support
        A      AAA               94.0%
        X      AAA                N/A


GOLF CLUB OF ENGLAND: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Golf Club of New England, Inc.
        167 Winnicut Road
        Stratham, New Hampshire 03885

Bankruptcy Case No.: 04-10539

Type of Business: The Debtor owns a golf course.
                  See http://www.golfclubne.com/

Chapter 11 Petition Date: February 19, 2004

Court: District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Peter N. Tamposi, Esq.
                  Nixon Peabody, LLP
                  889 Elm Street
                  Manchester, NH 03101
                  Tel: 603-628-4000
                  Fax: 603-628-4040

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Channel Building Co.                       $594,564
355 Middlesex Ave.
Wilmington, MA 01887

Town of Stratham                           $117,618

Tax Collector                              $103,155
Town of Greenland

UNITIL                                      $57,312

Quick Lease Corporation                     $24,628

NH Soil Consultants Inc.                    $19,829

SoftDraw, LLC                               $16,800
c/o Bruce Harwood

Exeter Rent-All Inc.                        $14,364

Atkinson Carpet Co., Inc.                   $10,685

Appropriate Ind Staffing                     $9,566

Tigar Refrigeration Co., Inc.                $8,899

Williams Scotsman Inc.                       $8,584

Bornstein & Sweatt PC                        $8,260

Millette Sprague & Colwell Inc.              $7,487

John Deere Credit                            $6,509

Urban Tree Service                           $6,300

Pierce Atwood                                $4,241

Eastern Propane Gas, Inc.                    $4,160

Gary Jonas Computing Ltd.                    $4,060

Murray Skerrett & Associates                 $2,975
      

H AND H DISPOSAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: H and H Disposal Inc.
        1411 West Market Street
        Williamstown, PA 17098

Bankruptcy Case No.: 04-00711

Type of Business: The Debtor owns and operates a water disposal
                  business in Upper Dauphin County, Pennsylvania,
                  and Schuykill County, Pennsylvania.

Chapter 11 Petition Date: February 6, 2004

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham & Chernicoff PC
                  2320 North Second Street
                  P.O. Box 60457
                  Harrisburg, PA 17106-0457
                  Tel: 717-238-6570
                  Fax: 717-238-4809

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of it's 20-largest creditors.


HCV PACIFIC: Files for Chapter 11 Relief in San Francisco, Calif.
----------------------------------------------------------------
The parent firm of the group hoping to build the Montalcino Resort
near the Napa County Airport has filed for bankruptcy,
Napanews.com reported.

HCV Pacific Partners, the Hong Kong-based umbrella organization of
HCV Napa Associates, filed the chapter 11 petition in San
Francisco bankruptcy court on February 20, 2004.

"It will absolutely not affect any of our projects," said Randall
Verrue, CEO of the company that just won tentative approval for
Montalcino following literally years in the planning pipeline.
"This is the only way out" of litigation over a project in
Washington state, said Verrue of the bankruptcy filing. "We fully
expect to prevail."

The litigation that caused HCV to head for chapter 11 was brought
in San Francisco Superior Court by Gerald Boscoe. Boscoe claims he
is owed substantial sums by HCV and Verrue personally for his
investment in the Port Ludlow resort, stemming from the time when
HCV took over Port Ludlow from former owner and developer Pope
Resources. Because it is a holding and investment company, Verrue
said HCV does not retain the financial resources should there be a
judgment against it, thus the chapter 11 proceeding. (ABI World,
Feb. 25, 2004).


HIGHWOODS: Will Present at Salomon Smith's March 1 Conference
-------------------------------------------------------------
Highwoods Properties, Inc. (NYSE: HIW) announced that senior
management will participate in a roundtable presentation at the
Salomon Smith Barney 2004 REIT CEO Conference on Monday, March 1,
2004 at 3:00 p.m. Eastern time. The presentation can be heard live
by calling 210-839-8683 and entering the passcode "REIT3." A
replay of the presentation will be available from March 3, 2004 to
April 3, 2004 by calling 402-220-0737.

                      About the Company

Highwoods Properties, Inc. (Fitch, BB+ Preferred Shares Rating,
Negative), a member of the S&P MidCap 400 Index, is a fully
integrated, self-administered real estate investment trust that
provides leasing, management, development, construction and other
customer-related services for its properties and for third
parties. As of December 31, 2003, the Company owned or had an
interest in 530 in-service office, industrial and retail
properties encompassing approximately 41.7 million square feet.
Highwoods also owns approximately 1,305 acres of development land.
Highwoods is based in Raleigh, North Carolina, and its properties
and development land are located in Florida, Georgia, Iowa,
Kansas, Missouri, North Carolina, South Carolina, Tennessee and
Virginia. For more information about Highwoods Properties, visit
its Web site at http://www.highwoods.com/


INDEPENDENCE V: S&P Assigns Ser. 1 & 2 Preferreds Rating at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Independence V CDO Ltd./Independence V CDO Inc.'s $602 million
notes and preference shares.

Independence V CDO Ltd./Independence V CDO Inc. is a CDO backed
primarily by ABS assets, including CDOs.

The ratings are based on the following:

     -- Adequate credit support provided in the form of
        overcollateralization, subordination, and excess spread;

     -- Characteristics of the underlying collateral pool,
        consisting primarily of a pool of diversified ABS assets
        and a 5% bucket of CDOs;

     -- Hedge agreements entered into with an appropriately rated
        counterparty to mitigate the interest rate risk created by
        having a bucket of up to 25% fixed-rate assets and
        floating-rate liabilities;

     -- Scenario default rates of 17.61% for the class A-1, A-2A,
        and A-2B notes, 12.74% for the class B notes, 6.94% for
        the class C notes, and 2.68% for the series 1 and 2
        preference shares; and break-even loss rates of 23.54% for
        the class A-1 notes, 17.95% for the class A-2A and A-2B
        notes, 13.64% for the class B notes, 7.87% for the class C
        notes, and 6.26% for the series 1 and 2 preference shares;

     -- Weighted average rating of 'A';

     -- Weighted average maturity for the portfolio of 6.89 years;

     -- S&P default measure (DM) of 0.280%;

     -- S&P variability measure (VM) of 0.966%;

     -- S&P correlation measure (CM) of 2.529%; and

     -- Rated overcollateralization (ROC) of 120.89% for the class
        A-1 notes, 106.11% for the class A-2A and A-2B notes,
        103.58% for the class B notes, 103.54% for the class C
        notes, and 101.12% for the series 1 and series 2
        preference shares.

Interest on all notes other than the class A-1, A-2A, and A-2B
notes may be deferred up until the legal final maturity of March
2039 without causing a default under these obligations. The
ratings on the notes, therefore, address the ultimate payment of
interest and principal.

                        RATINGS ASSIGNED
        Independence V CDO Ltd./Independence V CDO Inc.
    
        Class               Rating      Amount (mil. $)
        A-1                 AAA                   396.0
        A-2A                AAA                    84.0
        A-2B                AAA                    15.0
        B                   AA                     56.4
        C                   BBB                    26.0
        Series 1
        Preference shares   BB-                    19.1
        Series 2
        Preference shares   BB-                     5.5


INDYMAC ABS: S&P Hatchets Series 2000-B Class BF Rating to Default
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'CC' on the class BF (fixed-rate group) certificates issued by
Home Equity Mortgage Loan Asset-Backed Trust Series SPMD 2000-B
(IndyMac ABS Inc.). Concurrently, ratings are affirmed on the
remaining classes from the same transaction.

     The lowered rating reflects:

     -- A complete erosion of overcollateralization, resulting in
        a cumulative principal write-down of $384,890; and

     -- Serious delinquencies (90-plus days, foreclosure, and REO)
        for the fixed-rate group of 31.16%, which represent 58% of
        total delinquencies.

As of the January 2004 remittance period, cumulative realized
losses, as a percentage of original pool balance, totaled 3.37%
($4,175,832), with manufactured housing accounting for at least
30% of the losses. In addition, at least 52.45% of the cumulative
realized losses occurred during the most recent 12 months.
Currently, MH collateral in the transaction represents 31.60% of
the outstanding pool balance.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies and poor performance trend.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned to the
certificates accurately reflect the risks associated with this
security.

Credit support for the BF class is provided by excess interest and
overcollateralization; all of the other classes receive additional
support from subordination.

The collateral for this transaction consists of fixed-rate home
equity first and second lien loans secured primarily by one- to
four-family residential properties.
   
                      RATING LOWERED
           
        Home Equity Mortgage Loan Asset-Backed Trust
   
                                 Rating
        Series        Class   To        From
        SPMD 2000-B   BF      D         CC
   
                      RATINGS AFFIRMED
   
        Home Equity Mortgage Loan Asset-Backed Trust
   
        Series        Class   Rating
        SPMD 2000-B   AF-1    AAA
        SPMD 2000-B   MF-1    AA
        SPMD 2000-B   MF-2    A


ISTAR FINANCIAL: Caps Price on 7.5% Preferred Stock Offering
------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI) priced an underwritten public
offering of 5,000,000 shares of its 7.50% Series I Cumulative
Redeemable Preferred Stock. Each share of the new Series I
Preferred Stock will have a liquidation preference of $25.00 per
share. Bear, Stearns & Co. Inc. is acting as the sole-book running
manager of the offering and McDonald Investments Inc., Stifel,
Nicolaus & Company Incorporated, Advest, Inc., and BB&T Capital
Markets are co-managers.

iStar Financial intends to use the approximately $121 million of
net proceeds from the offering to redeem approximately $110
million aggregate principal amount of its outstanding 8.75% Senior
Notes due 2008 at a price of 108.75% of their principal amount
plus accrued interest to the redemption date. The redemption is
expected to be completed in the first quarter of 2004. Upon
completion of the redemption, approximately $240 million aggregate
principal amount of the Senior Notes will remain outstanding.

The redemption of the Senior Notes will result in an aggregate
charge to iStar Financial's adjusted earnings and net income
determined in accordance with GAAP of approximately $9.6 million
and $11.5 million, respectively, in the first quarter of 2004 due
to the payment of the redemption premium. This anticipated charge
was not reflected in the earnings guidance that we issued on
February 12, 2004.

iStar Financial (Fitch, BB Preferred Share Rating, Stable Outlook)
is the leading publicly traded finance company focused on the
commercial real estate industry. The Company provides custom-
tailored financing to high-end private and corporate owners of
real estate nationwide, including senior and junior mortgage debt,
senior, mezzanine and subordinated corporate capital, and
corporate net lease financing. The Company, which is
taxed as a real estate investment trust, seeks to deliver a strong
dividend and superior risk-adjusted returns on equity to
shareholders by providing innovative and value-added financing
solutions to its customers. Additional information on iStar
Financial is available on the Company's Web site at:

          http://www.istarfinancial.com/


IW INDUSTRIES: Turns to Gulf Atlantic for Financial Advice
----------------------------------------------------------
I.W. Industries, Inc., seeks permission from the U.S. Bankruptcy
Court for the Eastern District of New York to retain Gulf Atlantic
Capital Corporation as its financial advisors.

When it became apparent that a bankruptcy filing was a
possibility, the Debtor requested Gulf Atlantic to act as its
financial advisors.

Peter Kramer, a Director of Gulf Atlantic assures the Court that
the firm is a "disinterested person" and does not hold or
represent an interest adverse to the Debtor's estate.

In its capacity, Gulf Atlantic will provide:

   a) crisis cash management;
   
   b) restructuring advisory services relating to cost
      reductions, performance measurement, organizational
      structure and operating procedures;

   c) postpetition financing;

   d) bankruptcy administration; and

   e) other duties and responsibilities as authorized by the
      Debtor's Board of Directors.

Mr. Kramer reports that Gulf Atlantic will bill the Debtor its
current hourly rates ranging from $220 to $350 per hour.

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


JP MORGAN: Fitch Takes Rating Actions on Series 2004-C1 Notes
-------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp., series
2004-C1, commercial mortgage pass-through certificates are rated
by Fitch Ratings as follows:

        --$150,000,000 class A-1 'AAA';
        --$210,000,000 class A-2 'AAA';
        --$303,158,000 class A-3 'AAA';
        --$231,741,000 class A-1A 'AAA';
        --$1,042,095,997 class X-1* 'AAA';
        --$948,215,000 class X-2* 'AAA';
        --$27,355,000 class B 'AA';
        --$11,724,000 class C 'AA-';
        --$22,145,000 class D 'A';
        --$13,026,000 class E 'A-';
        --$11,723,000 class F 'BBB+';
        --$9,119,000 class G 'BBB';
        --$10,421,000 class H 'BBB-';
        --$6,513,000 class J 'BB+';
        --$5,210,000 class K 'BB';
        --$3,908,000 class L 'BB-';
        --$5,211,000 class M 'B+';
        --$2,605,000 class N 'B';
        --$2,605,000 class P 'B-'.

*Interest-Only

Classes A-1, A-2, A-3, B, C, D, and E are offered publicly, while
classes X-1, X-2, A-1A, F, G, H, J, K, L, M, N, and P are
privately placed pursuant to rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest in
the trust, primary assets of which are 117 fixed-rate loans having
an aggregate principal balance of approximately $1,042,095,998 as
of the cutoff date.


KAISER: Pechiney Trading Wants a Kaiser Int'l Trustee Appointed
---------------------------------------------------------------
Pechiney Trading Company asks the Court to direct the U.S.
Bankruptcy Court to direct the U.S. Trustee to appoint a Chapter
11 trustee for Kaiser Aluminum International, Inc., pursuant to
Section 1104(a) of the
Bankruptcy Code.

On February 21, 2002, Kaiser Aluminum International executed and
delivered an Alumina Supply Agreement to Pechiney Trading,
whereby Kaiser Aluminum International is obligated to provide
specified quantities of alumina through 2006.  Even though it was
executed postpetition, the Debtors eventually assumed the
Pechiney Supply Contract on August 27, 2002.  Subsequently, in
connection to the substantial increase in market prices for
alumina and the proposed sale of their commodities business, the
Debtors decided to reject the Pechiney Supply Contract on
January 20, 2004.

Tobey M. Daluz, Esq., at Ballard Spahr Andrews & Ingersoll, LLP,
in Wilmington, Delaware, states that a Chapter 11 trustee must be
appointed because the current management is unable to fulfill
their fiduciary obligations, including their duty of loyalty to
Kaiser Aluminum International's creditors.  The current
management has inherent conflicts of interests in manipulating
the Debtors' estates in their care.

Mr. Daluz points out that over the past few months, the current
management has negotiated certain transactions, which will be
devastating to Kaiser Aluminum International's estate and its
creditors.

As a result of the Debtors' self-dealing, Pechiney Trading no
longer has confidence that the current management will act in an
appropriate fiduciary manner to protect Kaiser Aluminum
International's interests.  Instead, Pechiney Trading believes
that the Court must appoint an independent and neutral party to
protect the interests of Kaiser Aluminum and its creditors.

                    Appointment of a Trustee

Mr. Daluz notes that in a typical Chapter 11 proceeding, the
debtor will continue to manage the bankrupt entity's affairs
through reorganization, because of the belief that "current
management is generally best suited to orchestrate the process of
rehabilitation for the benefit of creditors and other interests
of the estate."  A debtor-in-possession, however, owes a
fiduciary duty to the creditors of the bankruptcy entity.

Mr. Daluz cites Commodity Futures Trading Comm'n v. Weintraub,
471 U.S. 343, 355(1985), in which it is stated that "if a debtor
remains in possession -- that is, if a trustee is not appointed
-- the debtor's directors bear essentially the same fiduciary
duty to creditors and shareholders as would the trustee for a
debtor out of possession."  This same fiduciary duty includes, a
debtor's duty to care to protect assets, the duty of loyalty and
a duty of impartiality to its creditors and shareholders, as
similarly noted by Mr. Daluz, in In re Bowman, 181 B.R. 836, 843
(Bankr. D. Md. 1995).

According to Mr. Daluz, Section 1104 of the Bankruptcy Code
contains a two-prong test for the appointment of a trustee.
Section 1104 provides that the Bankruptcy Court must appoint a
trustee:

   (a) for cause, including fraud, dishonesty, incompetence,
       gross mismanagement of the affairs of the debtors, or
       other similar cause; or

   (b) the appointment is in the interests of creditors, any
       equity security holders, and other interests of the
       estate.

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, represents 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: Seventh Circuit Says Critical Vendor Payments Were Wrong
---------------------------------------------------------------
The United States Court of Appeals for the Seventh Circuit in
Chicago published its decision this week saying that Judge
Sonderby erred on the first day of Kmart's chapter 11 filing when
she authorized payment of so-called "critical vendor" claims.  

Judge Easterbrook writes that the "'doctrine of necessity' is just
a fancy name for a power to depart from the Code.  [T]oday it is
the Code rather than the norms of nineteenth century railroad
reorganizations that must prevail."  

The Seventh Circuit did not impose a strict prohibition on all
critical vendor payments.  Judge Easterbrook teaches that, in the
Seventh Circuit, payments to critical vendors are permitted under
Sec. 363(b)(1) of the Bankruptcy Code if sufficient evidence is
presented in the Bankruptcy Court.  

A full-text copy of the decision is available at no charge at
http://bankrupt.com/misc/KmartCriticalVendor.pdf


LAKE DIAMOND: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lake Diamond Associates, LLC
        aka Lake Diamond Golf & Country Club
        111 Fulton Street
        New York, New York 10038

Bankruptcy Case No.: 04-11182

Type of Business: The Debtor owns a private golf course located
                  in Ocala, Florida.

Chapter 11 Petition Date: February 24, 2004

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Schuyler G. Carroll, Esq.
                  Arent Fox PLLC
                  1675 Broadway, 25th Floor
                  New York, NY 10019
                  Tel: 212-484-3955
                  Fax: 212-484-3990

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Clear Channel Outdoor         Trade                     $149,972

Harrell's Fertilizer          Trade                      $24,170

Vacation Publications, Inc.   Trade                      $20,421

Lamar Companies               Trade                      $18,600

Special Publications, Inc.    Trade                      $17,977

Net Connections               Trade                      $16,320

Florida Department of         Tax                        $15,452
Revenue

Ocala Star Banner             Trade                      $13,272

United Horticultural Supply   Trade                      $12,118

Miles Anderson Consulting     Trade                      $10,945
Eng.

Dell Computers                Trade                       $8,754

Yamaha Motor Corp.            Trade                       $8,666

William Scotsman, Inc.        Trade                       $8,518

Environmental Specialists     Trade                       $6,228

Howard Fertilizer Co., Inc.   Trade                       $5,352

Go Business                   Trade                       $5,342

Muzak LLC                     Trade                       $3,863

Vision Marketing              Trade                       $3,312

Turf Time                     Trade                       $3,250

Purchase Power                Trade                       $2,593


LAND O'LAKES: CEO Jack Gherty Outlines 2004 Strategies
------------------------------------------------------
Land O'Lakes 2003 achievements include increased sales, improved
earnings from operations and positive progress against key
strategic initiatives, Land O'Lakes President and Chief Executive
Officer Jack Gherty told delegates and visitors at the national
food and agricultural cooperative's 83rd annual meeting.

Reflecting on the year, Gherty told more than 2,000 delegates and
visitors gathered at the Minneapolis Convention Center, that the
company achieved $6.3 billion in sales and $83.5 million in net
earnings for 2003.

While net earnings were down from $98.9 million one year ago,
Gherty explained that 2002 earnings were boosted substantially by
vitamin litigation settlement proceeds.

"When you factor out vitamin litigation settlements, and other
one-time gains and losses, pretax earnings from operations are up
more than $60 million," he said.

Sales were up from $5.8 billion in 2002. That increase was
partially the result of new accounting requirements which, for the
first time, brought sales from MoArk (Land O'Lakes joint venture
in Layers/Eggs) into the company's financial reports. Gherty noted
that without that accounting change, 2003 sales would be up 3
percent.

Results for 2003 were driven by a combination of improved markets;
positive performance in the company's branded and proprietary
businesses and product lines; and progress against strategic
portfolio initiatives, Gherty reported.

In a discussion of key strategic initiatives, Gherty indicated
Land O'Lakes made progress in:

    -- paying down debt and building balance sheet strength;

    -- restructuring of the company's Upper Midwest dairy foods
       infrastructure;

    -- improving performance at the company's new West Coast
       cheese and whey manufacturing facility (Cheese and Protein
       International-CPI); and

    -- reducing capital usage and exposure to market risk in
       Swine.

After outlining 2003 results, and voicing a commitment to a
continued focus on improved performance, Gherty provided an
overview of key strategies for 2004 and beyond.

                          Dairy Foods

In Dairy Foods, Land O'Lakes achieved strong results in its Value
Added business, and made significant progress in upgrading its
Industrial (manufacturing) performance.

"Our 2003 results reflect the value of our brand -- and strong
performance in our cornerstone Butter, Foodservice and Deli Cheese
businesses," Gherty explained. "In addition, while we still face
significant challenges in our Industrial operations as we go into
2004, we did see improved results in 2003."

    Key Dairy Foods Value Added strategies for 2004 include:

    -- building and leveraging the strength of the LAND O LAKES
       brand;

    -- maintaining its leadership position in supply chain
       efficiency; and

    -- translating the company's research and product innovation
       capabilities into competitive advantage.

    On the Industrial side, Land O'Lakes will focus on:

    -- completing the company's CPI Phase II; and

    -- working with others, on a regional and national basis, to
       optimize the dairy foods manufacturing infrastructure for
       producers.

"Longer-term, we will also focus on exploring appropriate
opportunities to further grow our Dairy Foods Value Added
business," Gherty said.

                           Feed

In Feed, Gherty noted the company's recent growth, two leading
brands (LAND O LAKES and Purina) and number-one position in both
the livestock and lifestyle feed markets.

"Since the Purina Mills acquisition in late 2001, we've been
working our way through the growth, integration and synergy phases
of this very strategic initiative," Gherty said. "We are now
focused on aggressively driving earnings."

    Key Feed strategies detailed by Gherty included:

    -- strengthening customer relationships;

    -- building the base business;

    -- leveraging the strength of the company's brands and
       proprietary product lines; and

    -- taking significant additional costs out of the system.

                            Seed

Land O'Lakes realized record earnings in Seed in 2003 and is
"continuing to focus on working with local cooperatives to
leverage system strength," Gherty said.

    Key strategies in Seed include:

    -- leveraging Seed's knowledge base and relationship with
       local cooperatives and producers into competitive
       advantage;

    -- delivering the very best in seed genetics and traits; and

    -- growing the strength of Land O'Lakes CROPLAN GENETICS
       brand.

                         Layers/Eggs

The company, through its MoArk joint venture, realized strong
earnings in its Layers/Eggs business. Gherty attributed that
performance to improved markets, continued growth in the sales of
branded eggs and the capturing of growth-related cost savings.

    Strategies in Layers/Eggs going forward include:

    -- capturing additional growth-related savings;

    -- building the branded (LAND O LAKES/Eggland's Best)
       business; and

    -- optimizing earnings.

                           Agronomy

Land O'Lakes pursues its Agronomy (crop nutrients and crop
protection products) business through its 50-percent ownership of
the Agriliance joint venture, which produced increased earnings
for the third consecutive fiscal year. Gherty said this business
has improved its performance despite considerable challenge.

    In crop nutrients, Agriliance will focus on:

    -- customer service and responsiveness;
    -- competitive pricing; and
    -- effective cost reduction.


In the crop protection products business, key strategies outlined
by the cooperative CEO included:

    -- leveraging the cooperative system's strong market shares;
    -- further building the AgriSolutions brand; and
    -- optimizing the value delivered to customers.

                      Overall Strategies

Gherty wrapped up by outlining Land O'Lakes overall strategies for
2004, which he termed his "personal commitment" to member-owners.
Those strategies included:

    -- driving performance and earnings in all the company's
       businesses;

    -- continuing to pay down debt and build balance sheet
       strength;

    -- completing action on key portfolio initiatives; and

    -- positioning the company for future growth in Dairy Foods
       Value Added.

Land O'Lakes, Inc. -- http://www.landolakesinc.com/-- is a  
national farmer-owned food and agricultural cooperative with
annual sales of more than $6 billion. Land O'Lakes does business
in all fifty states and more than fifty countries. It is a leading
marketer of a full line of dairy-based consumer, foodservice and
food ingredient products across the United States; serves its
international customers with a variety of food and animal feed
ingredients; and provides farmers and ranchers with an extensive
line of agricultural supplies (feed, seed, crop nutrients and crop
protection products) and services.

                         *   *   *

As previously reported in Troubled Company Reporter, Land O'Lakes,
Inc., completed amendments to its existing senior credit
facilities.

Under the amendment to the revolving facility, the lenders have
committed to make advances and issue letters of credit until
January 2007 in an aggregate amount not to exceed $180 million,
subject to a borrowing base limitation.  In addition, the
amendment to the revolving facility increases the amount of that
facility available for the issuance of letters of credit from $50
million to $75 million, increases the spreads used to determine
interest rates on that facility, changes the basis on which those
spreads and commitment fees for that facility are determined from
the Company's senior secured long-term debt ratings to the
Company's leverage ratio, and adjusts the leverage ratio covenant
contained in that facility.   An amendment providing for the same
leverage ratio covenant modification and for a change in the
allocation of certain mandatory prepayments was also secured with
respect to the Company's term facility.  Under the amendments, the
Company is required to maintain a leverage ratio of initially no
greater than 4.75 to 1, with the maximum leverage ratio decreasing
in increments to 3.75 to 1 by December 16, 2006.

                        *   *   *

As previously reported in Troubled Company Reporter, Moody's
Investors Service downgraded the ratings on Land O'Lakes, Inc.
Outlook is stable.

     Rating Action                           To           From

  Land O'Lakes, Inc.

     * Senior implied rating                 B1            Ba2

     * Senior secured rating                 B1            Ba2

     * Senior unsecured issuer rating        B2            Ba3

     * $250 million Senior secured bank
       facility, due 2004                    B1            Ba2

     * $291 million Senior secured term
       loan A, due 2006                      B1            Ba2

     * $234 million Senior secured term
       loan B, due 2008                      B1            Ba2

     * $350 million 8.75% Senior unsecured
       guaranteed Notes, due 2011            B2            Ba3

  Land O'Lakes Capital Trust I

     * $191 million 7.45% Trust preferred
       securities                            B3            Ba3

The lowered ratings reflect the company's weaker-than-expected
operating performance, giving rise to a constrained financial
flexibility and the deterioration of credit protection measures.


LIN TV: Will Present at Bear Stearns' March 9 Conference
--------------------------------------------------------
LIN TV Corp. (NYSE: TVL) Chairman, President and CEO Gary R.
Chapman, and Vice President of Corporate Development and Treasurer
Deborah R. Jacobson will deliver a company presentation at the
Bear Stearns 17th Annual Media, Entertainment & Information
Conference on Tuesday, March 9 at 10:45am Eastern time.

A live audio webcast and the supporting slide presentation for the
conference can be accessed through the Investor Relations section
of LIN TV's website at www.lintv.com. The slide presentation will
remain posted following the live event at the same location and a
replay of the audio will be available there at 2:00pm Eastern time
until midnight on Thursday, April 8, 2004.

                     About LIN TV

LIN TV Corp. is an owner and operator of network-affiliated
television stations in mid-sized markets. Headquartered in
Providence, Rhode Island, the Company operates 23 television
stations in 13 markets, two of which are LMAs. LIN TV also owns
approximately 20% of KXAS-TV in Dallas, Texas and KNSD-TV in San
Diego, California through a joint venture with NBC, and a 50% non-
voting investment in Banks Broadcasting, Inc., which owns KWCV-TV
in Wichita, Kansas and KNIN-TV in Boise, Idaho. Finally, LIN is a
one-third owner of WAND-TV, the ABC affiliate in Decatur,
Illinois, which it manages pursuant to a management services
agreement. Financial information and overviews of LIN TV's
stations are available on the Company's website at

                  http://www.lintv.com/

                       *    *    *

As previously reported, Standard & Poor's Ratings Services
assigned its 'B' rating to LIN Television Corporation's new $200
million senior subordinated note issue due 2013.

In addition, Standard & Poor's assigned its 'B' rating to the
company's new $100 million exchangeable senior subordinated note
issue due 2033. Proceeds are expected to be used to refinance
existing debt. At the same time, Standard & Poor's affirmed its
'BB-' corporate credit rating on LIN Television, an operating
subsidiary of LIN Holdings Corp. The outlook is stable. The
Providence, R.I.-based television owner and operator had
approximately $754.0 million of debt outstanding on March 31,
2003.


MIRANT CORP: Wants Until Sept. 6 to Make Lease-Related Decisions
----------------------------------------------------------------
Mirant Corp. and its debtor-affiliates are parties to several non-
residential real property office and ground leases.  Since the
Petition Date, the Debtors and their professionals have been
working diligently to administer these Chapter 11 cases and to
address a vast number of administrative and business issues while,
at the same time, stabilizing and operating their businesses to
maximize asset values.  The Debtors are engaged in an ongoing
analysis of all of the operations, including, with respect to the
Leases.

                          MIRMA Leases

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that the unexpired Leases include, without
limitation, 11 Facility Lease Agreements executed by Mirant Mid-
Atlantic LLC.  The MIRMA Leases are the subject of a complicated
leveraged lease transaction in which each MIRMA Lease has a
distinct "Owner Lessor."  Four of the MIRMA Leases relate to the
"Undivided Interests" in an electric generating facility referred
to as the Dickerson Base-Load Units 1, 2 and 3 located in
Montgomery County, Maryland and were executed on December 19,
2000.  Seven of the MIRMA Leases relate to the "Undivided
Interests" in an electric generating facility referred to as the
Morgantown Base-Load Units 1 and 2 located in Charles County,
Maryland and were executed on December 18, 2000.

According to Ms. Campbell, the base lease term of the Dickerson
Leases is for 28.5 years -- from December 19, 2000 through
June 19, 2029.  The base lease term of the Morgantown Leases is
for 33.75 years -- from December 19, 2000 through September 19,
2034.  Under the MIRMA Leases, MIRMA is required to make semi-
annual lease payments in June and December of each year.  In
2003, MIRMA paid $129,193,434 for the Morgantown Leases and
$21,526,362 for the Dickerson Leases.  In 2004, MIRMA will pay
$99,973,638 for the Morgantown Leases and $21,526,362 for the
Dickerson Leases.  The leased properties are being maintained and
insured.

                         Extension Needed

Ms. Campbell notes that to date, the Debtors already rejected
seven real property leases and assumed the Amended Corporate
Headquarters Lease.  The Debtors need more time to evaluate the
remaining Leases.

By this motion, pursuant to Section 365(d)(4) of the Bankruptcy
Code, the Debtors ask the Court to extend their deadline to
assume or reject all unexpired non-residential property leases
through and including September 6, 2004.

Ms. Campbell contends that an extension is warranted because the
remaining leases are important to the Debtors' businesses.  
Without the Leases, the Debtors could not operate their
businesses, their reorganization efforts would cease and the
going concern value of the assets would be lost.  The Debtors and
their creditors could also suffer severe harm if the Debtors' are
forced to prematurely assume or reject the Leases.  Premature
assumption of the Leases could prematurely dictate the
architecture of a plan of reorganization.  In addition, the
resolution of property tax issues in connection with the New York
operations of the Debtors will have a signification impact on
cash flow availability and the decision whether or not to assume
leases.  The Debtors are current on their postpetition rental
obligations and have adequate cash flow to meet future rent
obligations as those obligations come due. (Mirant Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


MTS INCORPORATED: Retaining Sitrick as Communications Consultant
----------------------------------------------------------------
MTS Incorporated and its debtor-affiliates want the U.S.
Bankruptcy Court for the District of Delaware to approve its
retention of Sitrick and Company, Inc., as their Corporate
Communications Consultants.

The Debtors expect Sitrick to:

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

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

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

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

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

The Sitrick employees principally responsible for this engagement
and their respective hourly rates are:

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

Headquartered in West Sacramento, California, MTS, Incorporated --
http://www.towerrecords.com/-- is the owner of Tower Records and  
is one ofthe 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: Med Diversified Wants Claims Estimated at $28MM
--------------------------------------------------------------
Med Diversified, Inc., Chartwell Diversified Services, Inc.,
Chartwell Care Givers, Inc., Chartwell Community Services, Inc.,
and Resource Pharmacy ask the Court to:

   (a) estimate their claims for voting purposes in the amount of
       at least $28,165,748; and

   (b) require the National Century Debtors to establish reserves
       for the payment of the Med Debtors' Claims for $28,165,748.

Rule 3018(a) of the Federal Rules of Bankruptcy Procedure
provides that the Court may allow the Med Debtors' Claims for
purposes of voting notwithstanding the Debtors' pending objection
to the Med Debtors' Claims.  Pursuant to Bankruptcy Rule 3018(a),
the Court has authority to estimate the value of the Med Debtors'
Claims for the purposes of determining the dollar amount to be
assigned to the Med Debtors' vote cast with respect to the Plan.    

Paul D. Moore, Esq., at Duane Morris, in Boston, Massachusetts,
argues that the Debtors' objection to the Med Debtors' Claims in
no way disenfranchises the Med Debtors in the voting process, and
there is no affirmative duty on the Med Debtors to act in the
face of the objection in order to preserve their right to vote
with respect to the Plan.

There is little case law discussing what procedures should be
employed by courts attempting to estimate claims either under
Rule 3018(a) or under Section 502(c) of the Bankruptcy Code.  
Thus, the estimation process is committed to the reasonable
discretion of the court, which should employ the method best
suited to the circumstances.

Mr. Moore says that the Court need not make definitive findings
of fact, but instead may weigh the likelihood that facts asserted
by the parties would be accepted by the Court upon the ultimate
adjudication of the claim.

Bankruptcy Rule 3020 requires a debtor to reserve sufficient
funds to make distributions on claims on the confirmation of a
Plan.  Given the Debtors' assumption in the Plan that they will
prevail in pressing their objection to the Med Debtors' Claims,
the Debtors cannot meet the requirement of Rule 3020 unless the
Court makes a finding that the assumptions are reasonable based
on an estimation of the Med Debtors' Claims.  In contrast, the
Med Debtors assert that on estimation of the merits of their
Claims, the Court should order that at least $28,165,748 be
reserved by the Debtors to provide for ultimate payment of their
claims.

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)


NATIONAL DAIRY: S&P Places Low-B Level Ratings on Watch Negative
----------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings on National Dairy Holdings LP
(NDH) on CreditWatch with negative implications. This means the
ratings could be lowered or affirmed upon completion of Standard &
Poor's review and then possibly withdrawn, as the rated debt
outstanding will be repaid. The partnership is owned equally by
Dairy Farmers of America Inc. (DFA) and certain management
investors.

At the same time, Standard & Poor's affirmed its 'BBB+' corporate
credit rating and other related ratings on Dairy Farmers of
America.

"The CreditWatch placement follows the recent approval by the U.S.
Department of Justice on the revised H.P. Hood Inc. (unrated),
DFA, and NDH transaction," said Standard & Poor's credit analyst
Jayne M. Ross. Under the revised deal, DFA will exchange some of
its preferred interest in NDH for certain dairy operations and
assets. The operations and assets acquired by DFA will then be
contributed to Hood; DFA will then receive an ownership interest
in Hood. For NDH, the result of the DFA and NDH exchange is that
NDH will likely be a smaller company in terms of revenues and
operating profits. Furthermore, at this time it is not clear what
the ultimate capital structure will be for NDH.

Standard & Poor's will continue to monitor the situation until the
transaction is completed.

NDH is the second-largest dairy processor in the U.S. and operates
31 dairy manufacturing plants and one other manufacturing plant.
H.P. Hood is the largest independent dairy in New England. Dairy
Farmers of America is the largest dairy marketing cooperative in
the U.S.


NATIONSRENT INC: Inks Settlement Resolving 12 Bank of NY Claims
---------------------------------------------------------------
Pursuant to an Indenture dated December 11, 1998, with Debtor
NationsRent, Inc. as the issuer, the Debtors are the guarantors
and The Bank of New York is the trustee providing for the
issuance of 10-3/8% Senior Subordinated Notes due 2008.

In its capacity as Indenture Trustee, The Bank of New York filed
12 proofs of claim, each for $184,237,417, asserting Class C-4
Claims against these Debtors:

    Debtor                                         Claim No.
    ------                                         ---------
    NationsRent of Indiana, LP                        2574
    NationsRent, Inc.                                 2575
    NationsRent USA, Inc.                             2576
    NationsRent Transportation Services, Inc.         2577
    NR Delaware, Inc.                                 2578
    NRGP, Inc.                                        2579
    NationsRent West, Inc.                            2580
    Logan Equipment Corp.                             2581
    NR Dealer, Inc.                                   2582
    NR Franchise Company                              2583
    BDK Equipment Company, Inc.                       2584
    NationsRent of Texas, LP                          2585

Perry Mandarino, as Trustee for the NationsRent Unsecured
Creditors' Liquidating Trust, and The Bank of New York agreed
that:

    (a) All Claims, except Claim No. 2575, will be expunged and
        disallowed as duplicate claims; and

    (b) The Bank of New York will be allowed a Class C-4 general
        unsecured claim for $184,237,417. (NationsRent Bankruptcy
        News, Issue No. 43; Bankruptcy Creditors' Service, Inc.,
        215/945-7000)


NRG ENERGY: 4th Quarter Earnings Conference Call is on March 4
--------------------------------------------------------------
NRG Energy, Inc. will host a conference call and live webcast to
review fourth quarter 2003 financial results. The call and webcast
will be held on Thursday, March 4, beginning at 8:00 a.m. Central
Time.

To participate in the call, dial 800.374.0057 and follow the
operator's instructions. International callers should dial
706.634.1512. The Conference Code for both numbers is 5781937. To
access the live webcast, log on to NRG's website at
http://www.nrgenergy.com/and click on "Investors." Participants  
should dial in or log on approximately 10 minutes prior to the
scheduled start time.

The call will be available for replay shortly after completion of
the live event. The replay will be available until 11:00 p.m.
Central Time on March 11. Dial 800.642.1687 to access the replay.
International callers should dial 706.645.9291. The Conference ID
is 5781937. In addition, the call will be archived on the
"Investors" section of the NRG website.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include competitive energy production and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.


OGLEBAY NORTON: Nasdaq to Delist Shares from Trading on March 3
---------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) announced that the Company's
common stock will be delisted from the Nasdaq Stock Market at the
opening of its business on March 3, 2004, subject to the Company's
right to appeal. The Company does not intend to appeal the
decision and anticipates that its common stock will be delisted
from the Nasdaq Stock Market.

The notification of the delisting was received from the Nasdaq
Stock Market, citing Marketplace Rules 4300 and 4450(f). Effective
with the opening of trading on February 25, 2004, the letter "Q"
has been appended to the Company's trading symbol. Accordingly,
the trading symbol for the Company's common stock has been changed
from OGLE to OGLEQ. Although the Company's common stock may not be
immediately eligible for quotation on the OTC Bulletin Board, the
common stock may become eligible if a market maker files an
application with the SEC and such application is cleared.

While the Company is in chapter 11, investments in its securities
will be highly speculative. Shares of the Company's common stock
will likely have little or no value.

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

On February 23, 2004, the Company and its wholly owned
subsidiaries filed voluntary petitions under chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware in Wilmington to complete the financial
restructuring of its long-term debt. The Company said it has
reached an agreement in principle with a majority of holders of
its Senior Subordinated Notes to exchange their notes for equity.
The agreement also contemplates having them make an investment of
new equity. Further, the Company said it has made substantial
progress toward obtaining a new credit facility that would retire
its existing bank debt. The Company said it believes these events
will enable it to pursue a process to emerge from chapter 11 on an
expedited basis. Additional information about the filing is
available through a link on the Company's Web site at:

                   http://www.oglebaynorton.com/


OGLEBAY NORTON: Gets Interim Approval of up to $40MM DIP Facility
-----------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLEQ) said that U.S. Bankruptcy
Judge Joel B. Rosenthal of the United States Bankruptcy Court for
the District of Delaware in Wilmington approved "first day"
motions presented by the Company, including interim approval to
utilize cash collateral and to borrow up to $40 million from a $75
million debtor-in-possession (DIP) credit facility. The Company
secured the DIP facility from a syndicate that includes various
members of its pre- petition bank group.

The judge's orders provide the Company with the liquidity
necessary to continue operations without disruption and meet its
obligations to its suppliers, customers and employees during the
chapter 11 reorganization process. A final hearing on approval for
use of the $75 million facility was set for March 22, 2004.

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

On February 23, 2004, the Company and its wholly owned
subsidiaries filed voluntary petitions under chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware in Wilmington to complete the financial
restructuring of its long-term debt. The Company said it has
reached an agreement in principle with a majority of holders of
its Senior Subordinated Notes to exchange their notes for equity.
The agreement also contemplates having them make an investment of
new equity. Further, the Company said it has made substantial
progress toward obtaining a new credit facility that would retire
its existing bank debt. The Company said it believes these events
will enable it to pursue a process to emerge from chapter 11 on an
expedited basis. While the Company is in chapter 11, investments
in its securities will be highly speculative. Shares of the
Company's common stock will likely have little or no value.
Additional information about the filing is available through a
link on the Company's website, http://www.oglebaynorton.com/

The Company advised that certain financial numbers included in its
news release announcing the chapter 11 filing were incorrectly
labeled as operating losses. The release should have said that the
Company suffered net losses of $18.8 million in 2001, $6.6 million
in 2002, and $31 million in 2003.


OWENS CORNING: Wants to Honor $1.4-Mil. Kansas Prepetition Taxes
----------------------------------------------------------------
These Kansas Governmental Entities established a commercial and
industrial real and personal property tax abatement program to
encourage development in Wyandotte County and to maintain and
enhance the commercial, industrial, economic, and employment base
of the County:

   * Kansas City, Kansas, and

   * the Unified Government of Wyandotte County, Kansas, a
     unified city and county governmental entity that governs
     matters in Kansas City, Bonner Springs and Edwardsville,
     Kansas.

Owens Corning owns a manufacturing facility in Kansas City, which
facility contains three operating production lines and one
manufacturing machine and production line that has been idle
since 1999.  Due to the timing of its bankruptcy filing, Owens
Corning is delinquent on certain prepetition real estate and
personal property taxes owed to the Government Entities.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, reports that Owens Corning considered resuming
production at its idled manufacturing and production line at its
Kansas City facility.  In this regard, Owens Corning engaged in
discussions with the Government Entities regarding its potential
participation in the Tax Abatement Program.  

The Government Entities informed Owens Corning that they are
ready to assist Owens Corning in obtaining the benefits of the
Tax Abatement Program, which will abate up to 100% of Owens
Corning's personal property taxes for 10 years.  The parties
believe that the tax abatements will amount to a $577,942 savings
over the life of the program.

However, the Government Entities informed Owens Corning that
they will not permit Owens Corning to participate in the Tax
Abatement Program unless it pays the delinquent taxes owed to the
Government Entities.  The taxes are "priority taxes" pursuant to
Section 507(a)(8) of the Bankruptcy Code.

The Debtors determined that it is in their best interest and of
their creditors that Owens Corning becomes current on its real
estate and personal property tax obligations to the Government
Entities so that it can be eligible to participate in the Tax
Abatement Program.  

Accordingly, the Debtors seek the Court's authority to pay the
prepetition real estate and personal property taxes to the
Government Entities for the year 2000.  The amount of the taxes
to be paid is $271,926 on account of real estate taxes and
$1,194,339 on account of personal property taxes, for a total of
$1,466,265.

According to Mr. Pernick, the payment of the Taxes is necessary
for several reasons.  If the Taxes remain unpaid, Owens Corning
will be unable to enter into the Tax Abatement Program.  The Tax
Abatement Program will allow for a tax savings of up to $577,942
over the next 10 years.  Separate and apart from that, the Taxes
are entitled to "priority" status under Section 507(a)(8) of the
Bankruptcy Code.  Thus, Owens Corning's proposed payment of the
Taxes now will, in all likelihood, affect only the timing of the
payment and not the amount to be received by the Government
Entities.  Other creditors and parties-in-interest, therefore,
will not be prejudiced if the request is granted. (Owens Corning
Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


PACER HEALTH: Ahern Jasco Replaces Bagell Josephs as Accountant
---------------------------------------------------------------
Effective February 10, 2004, Pacer Health Corporation dismissed
Bagell Josephs & Co. as its independent certified public
accountants.

Bagell Josephs' report on the Company's financial statements for
the past two fiscal years expressed substantial doubt about Pacer
Health's ability to continue as a going concern.

The change of independent accountants was approved by the
Company's Board of Directors on February 10, 2004.

On February 10, 2004, Pacer Health Corporation engaged Ahern Jasco
& Company, P.A., as its  principal accountant to audit its
financial statements.

Pacer Health Corporation is an acquirer and operator of assisted
living and residential care facilities for the growing senior
citizen population nationwide, primarily serving low-to-moderate
income individuals.


PACIFIC GAS: Receives $75MM FERC Claims Settlement From Williams
----------------------------------------------------------------
Pacific Gas and Electric Company announced that The Williams Cos.
has entered into a settlement agreement with PG&E and Southern
California Edison to resolve the overcharge and market
manipulation claims from the sale of gas and electricity into the
California market between January 1, 2000 and December 31, 2001.

Under the terms of the settlement agreement, The Williams Cos.
will provide approximately $140 million in refunds and other
relief to Pacific Gas and Electric Company, Southern California
Edison, and other buyers, with respect to allegations of
overcharges and manipulation. PG&E will receive approximately $75
million, with the remainder going to other market participants.

"This settlement brings us another step closer in closing the book
on California's energy crisis," said Roger J. Peters, Pacific Gas
and Electric Company's senior vice president and general counsel.
"We are pleased to be able to reach an agreement with The Williams
Cos. that is fair to the company and is in the best interests of
our customers."

Pacific Gas and Electric Company's electric customers will
directly benefit from the Williams settlement. Under the terms of
PG&E's agreement with the California Public Utilities Commission
(CPUC) resolving its Chapter 11 case, the utility will apply the
after-tax refunded gain to reduce the regulatory asset established
under the agreement.

The settlement resolves in most respects Williams' portion of the
California refund case pending before the Federal Energy
Regulatory Commission (FERC). In November 2002, the State of
California settled its portion of the FERC claim with Williams.

The settlement agreement will need to be approved by the FERC, the
CPUC, and the U.S. Bankruptcy Court.


PAPER WAREHOUSE: Files Liquidating Chapter 11 Plan in Minnesota
---------------------------------------------------------------
Paper Warehouse, Inc. (OTCBB:PWHS) has filed a Joint Plan of
Liquidation in its case under Chapter 11 of the Federal Bankruptcy
Code venued in the U.S. Bankruptcy Court for the District of
Minnesota, case no. 03-44030 (RJK).

Under the Plan of Liquidation, if confirmed by the Bankruptcy
Court, the remaining assets of the Company will be sold and the
proceeds distributed to creditors. Since the Company's debts
substantially exceed the value of its assets, there will be no
distribution to shareholders under the Plan of Liquidation.

In August, 2003, Paper Warehouse, Inc. sold substantially all of
its assets to Party America. At that time, the Company ceased
operation of its business.


PARMALAT: US Trustee Sets Organizational Meeting for Mar. 8, 2004
-----------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region II, will
convene an organizational meeting of the U.S. Parmalat Group
Debtors' largest unsecured creditors on March 8, 2004 at 2:00 p.m.  
The meeting will held at the Office of the U.S. Trustee at 80
Broad Street in Manhattan.

Greg M. Zipes, Esq., from the U.S. Trustee's office, explains
that the sole purpose of the meeting will be to form one or more
committees to represent the Debtors' unsecured creditors in these
cases.  "This is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code," Mr. Zipes emphasizes.

Mr. Zipes relates that a representative of the Debtors will
attend and provide background information regarding the cases --
but nothing in that presentation will constitute sworn testimony.

Creditors interested in serving on a Committee should complete
and return a statement indicating their willingness to serve on
an official committee.   

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Immediately following the U.S. Trustee's determinations about how
many official committees will be appointed and who will be
appointed to each committee, the newly formed committees will
convene their initial meeting.  The first order of business is to
listen to the U.S. Trustee explain the powers and duties of the
committee as a whole and members' individual responsibilities.  
The Committee will generally elect a chairman.  Thereafter, the
Committee typically conducts beauty pageants to select their
legal and financial advisors. (Parmalat Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PHILLIPS VAN HEUSEN: Will Release Q4 & FY 2003 Results on Mar. 8
----------------------------------------------------------------
Phillips-Van Heusen Corporation (NYSE: PVH) will report its fourth
quarter and year end 2003 results on Monday, March 8, 2004, after
the market closes. PVH will sponsor a conference call on Tuesday,
March 9, 2004 at 11:00 A.M. Eastern Time, hosted by Bruce J.
Klatsky, Chairman and Chief Executive Officer, Mark Weber,
President and Chief Operating Officer, and Emanuel Chirico,
Executive Vice President and Chief Financial Officer. The purpose
of the call is to discuss PVH's fourth quarter and year end 2003
results, as well as the outlook for fiscal 2004.


The call will be broadcast live over the Internet via
www.companyboardroom.com and www.pvh.com. For those who are unable
to listen to the live broadcast, a replay will be available
shortly after the call on the above websites for 12 months. In
addition, an audio replay can be listened to for 48 hours,
commencing approximately one hour after the call. To listen to the
replay call, dial 1-800-428-6051 and enter the pass code number
336674.

Phillips-Van Heusen Corporation (S&P, BB Corporate Credit Rating)
is one of the world's largest apparel and footwear companies. It
owns and markets the Calvin Klein brand worldwide. It is the
world's largest shirt company and markets a variety of goods under
its own brands, Van Heusen, Calvin Klein, Izod, Bass and G.H. Bass
& Co., and its licensed brands Geoffrey Beene, Arrow, Kenneth Cole
New York, Reaction by Kenneth Cole and BCBG Max Azia.


PHOENIX CDO: Fitch Hacks Ratings on 3 Note Classes to Junk Level
----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Phoenix
CDO II, Ltd (Phoenix II).

        -- $265,459,542 class A floating-rate notes affirmed at
           'AAA'.

        -- $39,000,000 class B floating-rate notes, rated 'BBB',
           placed on Rating Watch Negative;

        -- $20,780,884 class C-1 floating-rate notes downgraded to
           'CCC' from 'B';

        -- $11,590,035 class C-2 fixed-rate notes downgraded to
           'CCC' from 'B';

        -- $8,000,000 class D fixed-rate notes downgraded to 'C'
           from 'CCC'.

Phoenix II, a collateralized debt obligation managed by Phoenix
Investment Counsel Inc., is supported by a diversified portfolio
of asset-backed securities, residential mortgage-backed securities
and commercial mortgage-backed securities.

Since July 2003, the transaction has been in a technical event of
default due to the fact that the aggregate principal balance of
the collateral debt securities fell below the aggregate balance of
the rated notes. In December 2003, the majority holders of the
senior class voted to accelerate the maturity of the transaction.
Therefore, all principal and interest proceeds will be used to pay
the class A interest and principal until the notes are paid in
full. As a result of this acceleration, the class B notes missed
an interest payment on the December 2003 payment date and will
continue to accrue defaulted interest until the class A notes are
paid in full. However, class B investors should expect to receive
100% of interest and principal payments under all Fitch 'BBB'
stress scenarios. Therefore, Fitch will keep the class B on Rating
Watch Negative until payments to the class resume, even though
Fitch anticipates this may not occur for several years.

According to the Dec. 31, 2003 trustee report, Phoenix is failing
its class A, class B, and class C overcollateralization tests
along with its class C interest coverage test. The transaction
continues to fail its Fitch weighted-average rating factor (WARF)
test, with an actual WARF of 22 ('BBB-/BB+') versus a test level
of 20 ('BBB/BBB-'). The class C began missing interest payments in
March 2003 and has been accruing deferred interest ever since.
Since the previous rating action in November 2003, the total
defaulted securities (includes securities that have missed
interest payments) in the portfolio increased from $24 million to
$33 million. Additionally, Fitch revised its ratings of several
manufactured housing securities in January 2004. Many of the
affected manufactured housing securities are included in the
Phoenix portfolio, and represent an additional $21 million in
distressed securities.

Fitch reviewed the credit quality of the individual assets
comprising the portfolio and conducted cash flow modeling using
various default timing and interest rate scenarios. For all of the
rated liabilities the rating change reflects deteriorated credit
fundamentals as well as the mismatch between the current notional
balance of the interest rate hedge and the fixed rate assets and
floating-rate liabilities, which significantly heightens interest
rate sensitivity.

Fitch will continue to monitor Phoenix II.


PINNACLE: Gets S&P's Junk Rating for $200MM Sr. Sub. Debt Issue
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Pinnacle Entertainment Inc.'s proposed $200 million senior
subordinated notes due 2012. Proceeds will be used to repurchase
or redeem a portion of the company's outstanding 9.25% senior
subordinated notes due 2007.

At the same time, Standard & Poor's affirmed the company's
ratings, including its 'B' corporate credit rating. The outlook
remains stable. Total debt outstanding at Dec. 31, 2003, was
approximately $650 million. Las Vegas, Nevada-headquartered
Pinnacle is a casino owner and operator.

The ratings reflect the company's relatively small portfolio of
casino properties that are not generally market leaders, the
expected increase in near-term growth-oriented capital spending,
and construction and start-up risks associated with its Lake
Charles development project. These factors are somewhat offset by
steady same-store operating results, minimal near-term maturities,
and ample current liquidity.

Despite the intense competition and low growth in many of the
markets Pinnacle serves, Standard & Poor's expects the company's
operating performance to continue to gradually improve. However,
debt leverage is expected to remain high throughout the
construction of the planned Lake Charles property, which will be
partially funded with debt. Still, liquidity is expected to remain
adequate throughout construction, which somewhat offsets the risks
associated with the increased capital spending plans.


PINNACLE: Fitch Rates Senior Subordinated Debt at B-
----------------------------------------------------
Fitch Ratings has assigned a 'B-' rating to Pinnacle
Entertainment's senior subordinated notes and a 'B+' rating to the
company's senior secured bank facility. The rating reflects the
heavy capital investment schedule through 2008, including the $325
million casino currently under construction in Lake Charles,
Louisiana, and uncertainty regarding the ultimate returns on
Pinnacle's investments. The investments are significant in
relation to Pinnacle's operating profile (with 2003 EBITDA of
approximately $90 million), and free cash flow will be negative
over the next several years as a result. Positive factors include
the company's high level of liquidity (more than $350 million)
which is more than sufficient to fund near term projects, a
somewhat diversified portfolio of assets (albeit in a number of
competitive markets), recent improved margin performance, an
improved capital structure and maturity profile, and demonstrated
access to capital. The Rating Outlook is Stable.

Net debt/EBITDA is expected to peak at approximately 5.1 times in
2004, prior to the projected spring 2005 opening of the Lake
Charles property. Leverage is then projected to drop by yearend
2005 prior to modest external borrowings required to complete the
second of its two St. Louis projects. The timing of Pinnacle's
major capital investments is prudently sequenced so that financing
for the two St. Louis projects benefits from cash flows provided
by completed projects. Over the long-term, leverage will decline
through EBITDA growth from properties under development as debt
reduction will be precluded by heavy investment spending. Failure
to achieve adequate returns on Pinnacle's three projects would
limit the company's capacity to reduce leverage and long-term
access to new capital or refinancing requirements.

Refinancing actions undertaken over the last twelve months in the
bank, high yield and equity markets, have provided adequate
liquidity and debt tenure to substantially complete the capital
projects on the agenda through 2008. Capital structure actions
taken over the last twelve months, include the closing of a new
$300 million credit facility in May 2003 with more flexible terms
than the prior facility; a $120 million common equity offering in
February 2004; and the refinancing of near term debt maturities
(9.50% senior sub notes due 2007) with longer term, lower coupon
debt. Pinnacle is currently proposing a $200 million note offering
to replace a portion of the 9.25% notes due 2007. Based on recent
successful forays accessing the capital markets, Pinnacle could be
in a position to refinance the entire $350 million note at a lower
rate. Pro forma for the equity issuance as of December 31, 2003,
Pinnacle had $356 million in cash (including term loan proceeds
deposited into restricted cash), and no draws under the $75
million revolver. Supplemental liquidity is provided by a $78
million delayed draw term facility, as well as potential land
sales totaling $58 million.

Further support is derived from the relatively marketable nature
of the assets underlying the debt. Pinnacle's five U.S. casino
properties provide substantial over-collateralization of senior
secured debt, and more than adequate support for subordinated debt
when factoring in Pinnacle's land holdings and assets under
development. Pinnacle would also have the option of bringing in
equity partners for its development properties if conditions
warranted. Subordinated debtholders remain reasonably positioned
behind the relatively large tranche of bank debt. The $120 million
in equity issuance has further reduced the level of senior debt
required to fund capital projects, and reduces the risk to
subordinated bond holders via greater asset coverage.

Pinnacle's management team was entirely overhauled in early 2002,
and strength has been added to numerous key operating and
financial positions as well as to the Board of Directors. In
addition to improving the balance sheet and pre-funding the vast
majority of its near-term capital requirements, the team has made
clear operating and strategic progress. With respect to the
existing property base, the company has succeeded in improving
margins from industry lows, and completed a successful turned
around of the underperforming Belterra property, soon to be
enhanced by the opening of a hotel tower in second-quarter 2004
(2Q'04) which is expected add $10 million in annualized EBITDA.

For the full year-ended Dec. 31, 2003, Pinnacle reported revenues
and EBITDA of $531.5 million and adjusted EBITDA of $90.5 million,
up 3.4% and 6% from the prior year period. EBITDA margin improved
to 17% from 16.4%, as margin improvement at most of Pinnacle's
properties offset the effects of competition in Reno and higher
corporate expenses. Both Belterra and New Orleans grew revenues
and EBITDA growth, while Biloxi and Bossier City properties
focused on efficient cost structures and improved EBITDA over the
prior year despite competitive market conditions. These measures
were particularly evident in the fourth quarter when revenues
declined, but EBITDA increased due to labor and marketing expense
containment measures.


PROGRESSIVE HOSPITAL: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Progressive Hospital, LLC
        P.O. Box 418
        Charleston, SC 29402

Bankruptcy Case No.: 04-01376

Type of Business: The Debtor operates a 24-bed hospital in Las
                  Vegas, Nevada, providing acute medical care to
                  patients.

Chapter 11 Petition Date: February 5, 2004

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Julio E. Mendoza, Jr., Esq.
                  Suzanne Taylor Graham Grigg, Esq.
                  Nexsen Pruet Adams Kleemeier, LLC
                  1441 Main Street, Suite 1500
                  Columbia, SC 29201

Total Assets: $545,900

Total Debts:  $2,303,327

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Taxes (Estimated          $650,000
4750 W. Oakey Blvd.           amount of tax
Las Vegas, NV 89102           indebtedness owed
                              to the IRS is
                              $650,000. The
                              Debtor does know
                              the exact amount
                              owed at this time).

National Bank of South        Loan personally           $500,000
Carolina                      guaranteed by LLC
Attn: John Wallace            Members.
46 Broad Street
Charleston, SC 29401

Resource Pharmaceutical       Trade Debt                $137,648
Services

Jacks Properties LLC          Arrearage In Monthly      $130,841
                              Lease Payments for
                              Lease of Building

Maxim Healthcare Services     Trade Debt                 $54,474
Inc.

Quest Diagnostics             Trade Debt                 $28,771

McDonald Carano Wilson                                   $25,518

Bird Products Corp            Trade Debt                 $21,174

Portable Medical Imaging of   Trade Debt                 $20,608
NV

Interim                       Trade Debt                 $17,126

TwinMed                       Trade Debt                 $15,856

Travelers Indemnity and                                  $13,478
Affiliates

Delmastro +Eells              Trade Debt                 $11,798

Nevada Employment Security                               $11,408

Appreciated Medical           Trade Debt                 $11,200

Air Liquide America LP        Trade Debt                  $8,254

Nevada Linen Supply           Trade Debt                  $8,189

Spectrum Pharmacy Services    Trade Debt                  $7,000
Inc.

Valley Hospital Medical       Trade Debt                  $5,075
Center

Tri-Anim Health Services Inc  Trade Debt                  $5,021


ROTECH HEALTHCARE: Discloses 4th Quarter & Year End 2003 Results
----------------------------------------------------------------
Rotech Healthcare Inc. (Pink Sheets:ROHI) reported net revenues
for the fourth quarter ended December 31, 2003, were $140.6
million, versus net revenues of $154.9 million for the same period
last year. The Company reported net earnings of $8.1 million for
the fourth quarter as compared to net earnings of $2.1 million in
the fourth quarter of 2002. Diluted earnings per share was $.32
for the quarter ended December 31, 2003 as compared to $.08 for
the quarter ended December 31, 2002.

For the twelve months ended December 31, 2003, net revenues were
$581.2 million, compared to pro forma net revenues of $617.8
million for the twelve months ended December 31, 2002. Net
revenues for the twelve months ended December 31, 2002, are
presented on a pro forma basis because our predecessor, Rotech
Medical Corporation, was the reporting entity in the first quarter
of 2002, prior to transferring substantially all of its assets to
Rotech Healthcare Inc., the successor reporting entity in the
second quarter of 2002. The net earnings for the twelve months
ended December 31, 2003, was $9.8 million compared to a pro forma
net loss of $119.4 million for the twelve months ended December
31, 2002. Included in the prior year operating results for this
time period were reorganization items of $186.2 million, the
majority of which related to fresh-start reporting adjustments,
and an extraordinary gain on debt discharge of $20.4 million. As a
result of emerging from bankruptcy and adopting fresh-start
reporting, historical financial information may not be comparable
with financial information for those periods after emergence from
bankruptcy. Diluted earnings per share was $.38 for the twelve
months ended December 31, 2003.

The Company repaid $30 million in bank debt during the three
months ended December 31, 2003 and $110.5 million for the twelve
months ended December 31, 2003.

During the second quarter ended June 30, 2003, management
completed an assessment of the depreciation estimates made on
April 1, 2002, related to long-lived assets acquired from its
predecessor, Rotech Medical Corporation. Based on information then
available, the Company revised its depreciation policy for these
assets from an aggregate of four years from the date acquired from
Rotech Medical, to depreciating the assets over a period ending
five years from the date the assets were originally acquired by
our predecessor. The revised estimates on depreciable lives for
approximately $138 million of rental property was necessary to
more closely match the replacement rates of rental property
acquired with its specific useful remaining life. As a result of
that change in depreciation estimate, the Company recognized
approximately $2.1 million for the three months ended December 31,
2003 and $42.5 million for the twelve months ended December 31,
2003 in additional depreciation expense which has been included as
a component of cost of sales.

Respiratory therapy equipment and services revenues represented
85.9% of total revenue for the fourth quarter, versus 81.4% for
the fourth quarter of last year and 83.9% for the twelve months
ended December 31, 2003 versus 79.4% for the twelve month pro
forma period ended December 31, 2002. Durable medical equipment
(DME) revenues represented 13.0% of total revenue in the fourth
quarter, versus 16.8% for the same period last year and 14.7% for
the twelve months ended December 31, 2003 versus 18.6% for the
twelve month pro forma period ended December 31, 2002.

The Company views earnings from continuing operations before
interest, income taxes, depreciation and amortization (EBITDA) as
a commonly used analytic indicator within the health care
industry, which serves as a measure of leverage capacity and debt
service ability. These performance measures should not be
considered as a measure of financial performance under generally
accepted accounting principles, and the items excluded from this
benchmark are significant components in understanding and
assessing financial performance. EBITDA should not be considered
in isolation or as an alternative to net income, cash flows
generated by operating, investing or financing activities or other
financial statement data presented in the consolidated financial
statements as an indicator of financial performance or liquidity.
Because EBITDA is not a measurement determined in accordance with
generally accepted accounting principles and is thus susceptible
to varying calculations, the benchmarks as presented may not be
comparable to other similarly titled measures of other companies.
EBITDA was $48.8 million for the quarter ended December 31, 2003,
versus $32.8 million for the quarter ended December 31, 2002.

Philip L. Carter, President and Chief Executive Officer, commented
that fourth quarter results ended a remarkable year for Rotech.
EBITDA and EBITDA as a percentage of revenue has increased in each
of the four quarters of 2003 with the fourth quarter reporting
record levels of $48.8 million and 35% respectively. Mr. Carter
added that over the year the balance sheet has been strengthened
by reducing inventory from $21 million to $8 million, repaying
$110 million in debt and reducing DSOs to a record low of 52 days.

                    About Rotech Healthcare

Rotech Healthcare Inc. is a leading provider of home respiratory
care and durable medical equipment and services to patients with
breathing disorders such as chronic obstructive pulmonary diseases
(COPD). The Company provides its equipment and services in 48
states through approximately 500 operating centers, located
principally in non-urban markets. Rotech's local operating centers
ensure that patients receive individualized care, while its
nationwide coverage allows the Company to benefit from significant
operating efficiencies.

                      *     *     *

As reported in the Troubled Company Reporter's December 16, 2003
edition, Standard & Poor's Ratings Services placed its 'BB'
corporate credit, its 'BB' senior secured, and 'B+' subordinated
debt ratings on home respiratory provider Rotech Healthcare Inc.
on CreditWatch with negative implications.

"The action reflects Orlando, Fla.-based Rotech's vulnerability to
recently signed Medicare legislation that could hurt the company's
reimbursement for both respiratory drugs and durable medical
equipment," said Standard & Poor's credit analyst Jesse Juliano.


RSTAR CORPORATION: Gilat Proceeds to Acquire Remaining Shares
-------------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq:GILTF) completed the review
process with the United States Securities and Exchange Commission
with respect to the Schedule 13E-3 Transaction Statement regarding
its intention to acquire all of the shares of common stock of
rStar Corporation not already owned by Gilat for $0.60 per share
in cash. Gilat has commenced distribution of the Transaction
Statement to rStar's stockholders.

As previously announced, Gilat currently owns approximately 84.9%
of rStar's outstanding shares. Gilat has entered into an agreement
with certain rStar stockholders to acquire an additional 9.3% of
rStar shares for $0.60 per share in cash. Gilat intends to effect
a short-form merger to acquire the shares held by all other rStar
stockholders promptly following such purchase and not less than
twenty days from the date of the mailing of the Transaction
Document.

              About Gilat Satellite Networks Ltd.

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc., Gilat Latin America and rStar Corporation (RSTRC),
is a leading provider of telecommunications solutions based on
Very Small Aperture Terminal (VSAT) satellite network technology -
- with nearly 400,000 VSATs shipped worldwide. Gilat,
headquartered in Petah Tikva, Israel, markets the SkyEdge(TM)
Product Family which includes the SkyEdge(TM) Pro, SkyEdge(TM) IP,
SkyEdge(TM) Call, SkyEdge(TM) DVB-RCS and SkyEdge(TM) Gateway. In
addition the Company markets the Skystar Advantage(R), DialAw@y
IP(TM), FaraWay(TM), Skystar 360E(TM) and SkyBlaster(a) 360 VSAT
products in more than 70 countries around the world. Gilat
provides satellite-based, end-to-end enterprise networking and
rural telephony solutions to customers across six continents, and
markets interactive broadband data services. Skystar Advantage,
Skystar 360E, DialAw@y IP and FaraWay are trademarks or registered
trademarks of Gilat Satellite Networks Ltd. or its subsidiaries.
Visit Gilat at http://www.gilat.com/


                    About rStar Corporation

Founded in 1997, rStar Corporation (Nasdaq:RSTRC) is a leading
provider of satellite-based communications services in Latin
America. Through its Starband Latin America (Holland) NV
subsidiary, it operates satellite-based rural telephony networks
as well as high-speed consumer Internet access pilot networks for
the SOHO and select consumer market segments in certain Latin
American countries. Gilat Satellite Networks Ltd. (Nasdaq:GILTF)
owns approximately 85% of rStar Corporation's issued and
outstanding common stock. rStar Corporation headquarters are
located in Sunrise, Florida.

rStar Corp.'s September 30, 2003 balance sheet shows a working
capital deficit of $6,371,000. Net loss for the three months ended
September 30, 2003 was $3,609,000.


SEQUOIA: Fitch Assigns Low-B Ratings to Class B-4 & B-5 Notes
-------------------------------------------------------------
Sequoia Mortgage Trust 2004-2 mortgage pass-through certificates,
classes A, X-1, X-2, X-B and A-R ($671,998,100) are rated 'AAA' by
Fitch Ratings. In addition, Fitch rates class B-1 ($11,550,000)
'AA', class B-2 ($7,000,000) 'A', class B-3 ($3,150,000) 'BBB',
class B-4 ($1,750,000) 'BB', and class B-5 ($1,400,000) 'B'. The
class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the 1.65% class B-1, the 1.00% class B-
2, the 0.45% class B-3, the 0.25% privately offered class B-4, the
0.20% privately offered class B-5 and the 0.45% privately offered
class B-6 certificates. The ratings on the class B-1, B-2, B-3, B-
4, and B-5 certificates are based on their respective
subordination.

The trust consists of a pool of 2,012 conventional, adjustable
rate mortgages secured by first liens on one- to four-family
residential properties with original terms to maturity of either
25 or 30 years, having an aggregate principal balance of
$699,998,169, and an average principal balance of $347,912. All of
the loans have interest-only terms of either five or ten years,
with principal and interest payments beginning thereafter. The
borrowers' interest rates adjust monthly based on the one-month
LIBOR rate plus a margin (11.22% of the loan group) or semi-
annually based on the six-month LIBOR rate plus a margin (88.78%
of the loan group). Greenpoint Mortgage Funding, Inc., Morgan
Stanley Dean Witter Credit Corporation, Bank of America, N.A, and
Cendant Mortgage Corporation originated 75.76%, 17.37%, 5.21%, and
1.66% of the mortgage loans, respectively. The mortgage loans have
weighted average original loan-to-value ratio (OLTV) of 69.26%,
and a weighted average FICO of 730. Second home and investor-
occupied properties comprise 6.64% and 2.16% of the loans
respectively. The states with the largest concentration of
mortgage loans are California (32.35%), Florida (11.61%), Arizona
(5.87%), Colorado (5.40%), and Texas (5.06%). All other states
represent less than 5% of the outstanding balance of the pool.

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders. For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits. HSBC Bank USA will act
as trustee.


SOLUTIA INC: Unsecured Panel Taps Houlihan Lokey as Fin'l Advisor
-----------------------------------------------------------------
The Creditors Committee appointed in the Chapter 11 cases of
Solutia, Inc., and its debtor-affiliates has a pressing need to
retain a financial advisor to assist in the critical tasks
associated with analyzing and implementing critical restructuring
alternatives, and to help guide the Committee through the Debtors'
reorganization efforts.

Houlihan Lokey Howard & Zukin Capital is a nationally recognized
investment banking/financial advisory firm with nine offices
across the United States and Europe, and with more than 500
employees.  Houlihan Lokey provides investment banking and
financial advisory services and execution capabilities in a
variety of areas, including financial restructuring, where it is
one of the leading investment bankers and advisors to debtors,
bondholder groups, secured and unsecured creditors, acquirors,
and other parties-in-interest involved in financially distressed
companies, both in and outside of bankruptcy.

Houlihan Lokey's Financial Restructuring Group will be providing
the agreed financial advisory services to the Committee.  The
firm has served as a financial advisor in some of the largest and
most complex restructuring matters in the United States.  In
addition, Houlihan Lokey has advised creditors in numerous
restructuring transactions in the Chemicals sector.  Selected
recent mandates in this sector include Texas Petrochemicals
Holdings, Inc., Sterling Chemicals Inc., Huntsman Corporation and
Pioneer Companies, Inc.

Accordingly, the Committee seeks the Court's authority to retain
Houlihan Lokey, nunc pro tunc to January 5, 2004.  Nathan Van
Duzer, Assistant General Counsel of Fidelity Management &
Research and Chairman of the Committee, relates that Houlihan
Lokey has been providing critical services to the Committee,
including assisting in securing an alternative source of DIP
financing, reviewing extensive operating information, meeting
with the Debtors' management, and analyzing various issues
confronting the Debtors since the formation of the Committee.

As the Committee's financial advisor, Houlihan Lokey will:

   -- evaluate the Debtors' assets and liabilities;

   -- analyze and review the Debtors' financial and operating
      statements;

   -- analyze the Debtors' business plans and forecasts;

   -- evaluate all aspects of the Debtors' near term liquidity,
      including all available financing alternatives;

   -- provide specific valuation or other financial analyses as
      the Committee may require in connection with the financial
      restructuring;

   -- represent the Committee in negotiations with the Debtors
      and third parties;

   -- assess the financial issues and options concerning any
      proposed Transaction; and

   -- analyze and explain any Transaction to various
      constituencies.

As compensation for its services, Houlihan Lokey will be:

   (a) paid a $150,000 monthly fee;

   (b) paid a Base Fee of $1,000,000, plus an Incentive Fee, upon
       the closing or consummation of a Transaction;

   (c) reimbursed for all reasonable out-of-pocket expenses.

Mr. Van Duzer informs the Court that the Incentive Fee is equal
to 1.0% of general unsecured creditor recoveries greater than 35%
of the allowed general unsecured creditor claims based on the
value of recoveries as set forth in a court-approved disclosure
statement or, in the absence of the disclosure statement, agreed
upon by Houlihan Lokey and the Committee.  The Transaction Fee is
payable in cash.

Derron S. Slonecker, Managing Director of Houlihan Lokey, points
out that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.  Mr. Slonecker assures
the Court that Houlihan Lokey does not represent any of the
Debtors' creditors or other parties, and that it does not hold
any interest adverse to the Debtors' interests. (Solutia
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SPECTRASITE: CEO to Speak at Raymond James Conference on March 2
----------------------------------------------------------------
SpectraSite, Inc. (NYSE: SSI) CEO and President, Stephen H. Clark,
will speak at the Raymond James Institutional Investors Conference
in Orlando, Florida, on Tuesday, March 2, 2004, at 1:40 p.m.
Eastern Time.

The live webcast link and presentation slides will be available at

    http://www.wallstreetwebcasting.com/webcast/rjii04/ssi

Presentation slides will also be available on the Company's
website, http://www.spectrasite.com/

                    About SpectraSite, Inc.

SpectraSite, Inc. -- http://www.spectrasite.com/-- based in Cary,  
North Carolina, is one of the largest wireless tower operators in
the United States. At December 31, 2003, SpectraSite owned or
operated approximately 10,000 revenue producing sites, including
7,577 towers and in-building sites primarily in the top 100
markets in the United States. SpectraSite's customers are leading
wireless communications providers, including AT&T Wireless,
Cingular, Nextel, Sprint PCS, T-Mobile and Verizon Wireless.

                         *    *    *

As reported in the Troubled Company Reporter's January 16, 2004
edition, Standard & Poor's Ratings Services revised the outlook on
Cary, N.C.-based wireless tower operator SpectraSite Inc. to
positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'B' corporate credit rating. As of Sept.
30, 2003, the company had about $640 million in total debt
outstanding.


STELCO INC: Responds to Union Application with Financial Facts
--------------------------------------------------------------
Stelco Inc. served an affidavit material responding to the
application of the United Steelworkers of America, Locals 8782,
1005 and 5328 in connection with the order under the Companies
Creditors Arrangement Act issued by the Ontario Superior Court of
Justice on January 29, 2004, imposing a stay, which currently
expires on May 28, 2004. Stelco has filed an affidavit of its
Chief Restructuring Officer, Hap Stephen, in response to the
application. The affidavit and its exhibits are available at no
charge at http://www.mccarthy.ca/en/ccaa/

The affidavit addressed the financial condition of Stelco clearly
demonstrating its insolvent condition. The affidavit provides  
additional information including:

    -  Stelco, at the parent company level, has consumed
       approximately $145 million in cash from January 1, 2003, to
       January 29, 2004.

    -  The estimated net loss for the two month period from
       December 1, 2003, to January 31, 2004 is $17.0 million on a
       consolidated basis prior to the likely write-off of the
       Company's Hamilton-based plate mill assets (estimated at
       $57.0 after tax) and future tax assets (estimated at $296
       million) and other one-time adjustments.

Other details of the financial condition of Stelco can be obtained
through a review of the affidavit materials.

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


STEWART ENTERPRISES: Names Thomas M. Kitchen to Board Of Directors
------------------------------------------------------------------
William E. Rowe, Chairman and CEO of Stewart Enterprises, Inc.
(Nasdaq NMS:STEI) announced the election of Thomas M. Kitchen to
the Company's Board of Directors.

Mr. Kitchen is an investment management consultant with Equitas
Capital Advisors, LLC in New Orleans. During a 25-year career with
Avondale Industries, Inc., the nation's fifth largest shipbuilder,
he served as president, chief financial officer and board member.
He currently serves on the board of Conrad Industries (Nasdaq
NMS:CNRD), a marine fabricator headquartered in Morgan City,
Louisiana.

Mr. Rowe said, "We are very fortunate to have Tom Kitchen serving
on our board. His leadership and experience in pursuing growth
opportunities that enhance shareholder value are assets that will
guide our organization's vision and strategic planning as we move
forward."

Mr. Kitchen holds both an undergraduate degree and master's degree
in Business Administration from the University of New Orleans,
which recognized him as its 1997 Alumnus of the Year. He is active
in many non-profit, educational, community and professional
associations, including having served on the New Orleans and
Jefferson Parish Business Councils, the American Shipbuilding
Association and the New Orleans Regional Chamber of Commerce. He
currently serves on the Board of Trustees for the Boys Hope/Girls
Hope Program in New Orleans, the Catholic Foundation for the
Archdiocese of New Orleans, the University of New Orleans
Foundation Board of Directors and the Jesuit High School
President's Advisory Council. He is a member of the American
Institute of CPAs, the Louisiana Society of CPAs and the Financial
Executives Institute.

Founded in 1910, Stewart Enterprises (Fitch, BB+ Secured Bank
Credit Facilities and BB- Subordinated Debt Ratings, Stable) is
the third largest provider of products and services in the death
care industry in the United States, currently owning and operating
290 funeral homes and 148 cemeteries. Through its subsidiaries,
the Company provides a complete range of funeral merchandise and
services, along with cemetery property, merchandise and services,
both at the time of need and on a preneed basis.


TECH DATA: Will Report 4th Quarter & FY 2004 Results on March 10
----------------------------------------------------------------
Tech Data Corporation, a leading provider of IT products and
logistics management services, will announce its fourth-quarter
and fiscal 2004 results on Wednesday, March 10, 2004.  The
conference call to discuss the results will begin at 4:30 p.m. EST
and will be hosted by Steven A. Raymund, Chairman and Chief
Executive Officer, Nestor Cano, President of Worldwide Operations
and Jeffery P. Howells, Executive Vice President and Chief
Financial Officer.

     * What:   Tech Data Corporation's Fourth-Quarter and Fiscal
               2004 Earnings Announcement and Investor Conference
               Call

     * When:   Wednesday, March 10, 2004 at 4:30 p.m. EST

     * Where:  Register and listen to the live webcast at

                   http://www.techdata.com/

    An archive of the webcast will be available at

                   http://www.techdata.com/

approximately one hour after the conclusion of the call until
March 17, 2004 at 5:00 p.m. EST.

                     About Tech Data

Tech Data Corporation (Nasdaq: TECD) (Fitch, BB+ Senior Unsecured
Debt & BB Conv. Subordinated Debt Ratings, Stable), founded in
1974, is a leading global provider of IT products, logistics
management and other value-added services. Ranked 117th on the
Fortune 500, the company and its subsidiaries serve more than
100,000 technology resellers in the United States, Canada, the
Caribbean, Latin America, Europe and the Middle East. Tech Data's
extensive service offering includes pre- and post-sale training
and technical support, financing options and configuration
services as well as a full range of award-winning electronic
commerce solutions. The company generated sales of $15.7 billion
for its most recent fiscal year, which ended January 31, 2003.


TEMBEC: Will Write Down Its $36.8M Investment in Gaspesia Papers
----------------------------------------------------------------
The current quarter results of Tembec will include an unusual
charge of $36.8 million relating to the write-down of its
investment in the Gaspesia Papers Limited Partnership. The charge
is the result of the recent decision made by the partners to halt
work on the project and seek creditor protection. The charge
includes the write-down of the original investment of $35.0
million and a provision of $1.8 million for the non-recovery of
expenses incurred as part of service agreements with Gaspesia
Papers Limited Partnership. As the majority of the unusual charge
is a capital loss, only $0.6 million has been recognized as a tax
offset. The after-tax impact will be $36.2 million or $0.42 per
share.

Frank A. Dottori, Tembec President and CEO, said that
"[Wednes]day's announcement is based on a critical evaluation of
monies spent to date, the current project status and estimated
cost to complete. Based on these factors and the need for the
Company to manage its cash requirements relative to its core
business, Tembec is unable to commit further financial resources
to this project under the current circumstances."

Tembec has also indicated to its partners and the Government of
Quebec that the Company is prepared to constructively participate
in a reconfigured project where additional project financing does
not involve a direct commitment of funds from Tembec. In the event
this is not possible, Tembec is committed to making an orderly
exit from the project and will offer assistance to the current
project partners or new participants to ensure an effective
transition.

Tembec (S&P, BB Long-Term Corp. Credit, Negative) is a leading
integrated forest products company well established in North
America and France, with sales of approximately $4 billion and
some 11,000 employees. Tembec's common shares are listed on the
Toronto Stock Exchange under the symbol TBC. Additional
information on Tembec is available on its Web site at
http://www.tembec.com/


TEEKAY SHIPPING: Fourth Quarter Net Income Decreases to $6.6 Mil.
----------------------------------------------------------------
Teekay Shipping Corporation (NYSE:TK) reported net income of $6.6
million, or $0.16 per share, for the quarter ended December 31,
2003, compared to net income of $33.1 million, or $0.82 per share,
for the quarter ended December 31, 2002. The results for the
quarter ended December 31, 2003 included $72.1 million, or $1.72
per share, in vessel write-downs and other charges as detailed in
Appendix B to this release. Net voyage revenues for the quarter
were $340.6 million, compared to $155.1 million recorded for the
same period in 2002, and income from vessel operations increased
to $102.3 million from $48.6 million. The results for the current
quarter reflect primarily the increase in spot tanker charter
rates, as well as the inclusion of the results of the Company's
acquisition of Navion AS (Navion) in April 2003.

Net income for the year ended December 31, 2003 was $177.4
million, or $4.35 per share, compared to $53.4 million, or $1.33
per share, for the same period last year. The results for the year
ended December 31, 2003 included $118.3 million, or $2.91 per
share, in vessel write-downs and other charges as detailed in
Appendix B to this release. Net voyage revenues for the year ended
December 31, 2003 were $1.2 billion, compared to $543.9 million
for the same period last year, and income from vessel operations
increased to $389.7 million from $119.3 million. The results for
2003, compared to 2002, mainly reflect the inclusion of three
quarters of Navion's results in 2003 and an increase in spot
tanker charter rates.

"Strategically, 2003 was an important year for Teekay. With the
acquisition of Navion, we now have two leading franchises: we are
the world's largest operator of sophisticated shuttle tankers,
which provides us with a solid base of long-term stable cash
flows, and we are the world's largest operator of medium-sized
tankers, giving us significant operating leverage to spot tanker
rates," said Bjorn Moller, Teekay's President and Chief Executive
Officer. "2003 was also an excellent year for us in financial
terms. Cash flow from vessel operations generated in the fourth
quarter was our third highest on record and overall for 2003, the
highest ever in our Company's history," Mr. Moller continued.
"Looking ahead, the first quarter of 2004 is on pace to be a
record quarter for Teekay because of both the strong spot tanker
rates and our larger fixed-rate contract portfolio. Tanker market
fundamentals are favorable with strong demand expected to
continue, while supply will be restricted due to new regulations."

                     Operating Results

Fixed-Rate Segment

For the quarter ended December 31, 2003, cash flow from vessel
operations from the Company's fixed-rate segment increased to
$61.0 million from $27.2 million in the fourth quarter of 2002,
primarily due to the inclusion of the results of Navion's shuttle
tanker operations. Cash flow from vessel operations from the
fixed-rate segment in the fourth quarter was higher compared to
$45.8 million for the quarter ended September 30, 2003, primarily
as a result of:

-- Higher shuttle tanker utilization due to typically higher oil
   production during the winter months;

-- The acquisition of the North Sea shuttle tanker activities of
   Fortum Oyj during the fourth quarter, which included the
   purchase of a 1992-built double-hull Aframax shuttle tanker,
   the NAVION FENNIA; and

-- The addition of three newbuildings which commenced long-term
   charters with ConocoPhillips.

During the quarter, the Company took delivery of a newbuilding
tanker, the third of five newbuilding vessels to be employed on
12-year fixed-rate charter contracts with ConocoPhillips. The
fixed-rate segment is expected to grow further in 2004 as follows:

-- The final two of the five newbuildings on 12-year fixed-rate
   charter contracts with ConocoPhillips delivered in January
   2004;

-- Teekay's contract with Unocal Thailand to provide a Floating
   Storage and Offtake unit (FSO) is scheduled to commence in the
   second quarter of 2004 for a minimum period of 10 years; and

-- By the third quarter of 2004, two Suezmax shuttle tankers are
   scheduled to commence service under 13-year fixed-rate charter
   contracts with Transpetro.

Upon the commencement of the contracts mentioned above, the
Company expects the fixed-rate segment to generate annualized cash
flow from vessel operations of approximately $285 million by the
fourth quarter of 2004. In addition, the Company has two
newbuilding Aframax tankers that, upon delivery in 2007 and 2008,
will commence service under fixed-rate charters to Teekay's 50%
owned joint venture company, Skaugen PetroTrans, for a period of
10 years.

Spot Tanker Segment

Cash flow from vessel operations for the quarter ended December
31, 2003 from the Company's spot tanker segment increased to $93.7
million from $60.6 million in the fourth quarter of 2002,
primarily due to the increase in spot tanker charter rates and the
inclusion of Navion's conventional tanker fleet.

                    Tanker Market Overview

Tanker freight rates strengthened significantly during the fourth
quarter of 2003 and have increased further to date in the first
quarter of 2004, mainly as a result of strong tanker demand, which
outpaced tanker supply growth.

Global oil demand, an underlying driver of tanker demand, rose to
80.4 million barrels per day (mb/d) during the fourth quarter of
2003, a 2.2 mb/d increase from the preceding quarter, primarily
driven by strong global economic growth and seasonal factors. The
International Energy Agency (IEA) reported annual global oil
demand growth of 2.0% during 2003 and as of February 11, 2004, was
forecasting average oil demand of 79.9 mb/d for 2004, an increase
of 1.8% over 2003.

Global oil supply increased by 2.3 mb/d to 81.4 mb/d in the fourth
quarter of 2003 compared to third quarter levels, as the recovery
in Iraqi exports helped increase OPEC production by 1.3 mb/d. Non-
OPEC production rose by 1.0 mb/d, led by the former Soviet Union
and West Africa. Rising Iraqi crude oil exports routed through the
Arabian Gulf, coupled with increasing Asian demand for crude oil
from longer-haul sources helped to support tanker tonne-mile
demand in the fourth quarter. In February 2004, OPEC (excluding
Iraq) announced a reduction in oil production quotas by 1 mb/d
effective April 1, 2004, in anticipation of the normal seasonal
reduction in oil demand.

The size of the world tanker fleet increased to 316.8 million
deadweight tonnes (mdwt) as of December 31, 2003, up 0.9% from the
end of the previous quarter. Deletions aggregated 3.4 mdwt in the
fourth quarter, compared to 7.1 mdwt in the previous quarter,
while deliveries of tanker newbuildings during the fourth quarter
totaled 5.7 mdwt, down from 8.4 mdwt in the previous quarter.
Overall for 2003, the world tanker fleet grew by 9.2 mdwt, or
3.1%, compared to the end of 2002.

As of December 31, 2003, the world tanker order book rose to 77.7
mdwt, representing 24.5% of the total world tanker fleet compared
to 72.1 mdwt, or 22.9%, at the end of the previous quarter, and up
from 59.4 mdwt, or 19.3%, as of December 31, 2002. The Aframax
tanker order book increased from 151 vessels as of September 30,
2003 to 155 vessels as of December 31, 2003.

On December 9, 2003, the International Maritime Organization
(IMO), the global maritime regulatory body, announced regulations
accelerating the phase-out of single-hull tankers. The new
regulations are scheduled to come into effect on April 5, 2005 by
which time approximately 10% of the existing world tanker fleet
will be banned from worldwide trading. The regulations will also
impose a more rigorous inspection regime for older tankers and ban
the carriage of heavy oils on single-hull tankers. It is expected
that a further 27% of the existing world tanker fleet will be
excluded from a majority of oil tanker trades by 2010.

Bjorn Moller commented, "As one of the world's largest operators
of high-quality modern tonnage, we view the amended IMO rules as
positive news for Teekay. The tanker market is already finely
balanced and the mandated elimination of approximately 1 out of
every 10 tankers in the world fleet over the next 13 months,
coupled with the forecasted increase in global oil demand, should
keep the tanker market tightly balanced."

                         Teekay Fleet

As of December 31, 2003, the Teekay fleet (excluding vessels
managed for third parties) consisted of 150 vessels, including 55
chartered-in vessels and 12 newbuilding tankers on order. During
the quarter, the Company sold the COOK SPIRIT (1987-built Aframax
tanker) and the SINGAPORE SPIRIT (1987-built Aframax tanker) and
its remaining four Panamax OBO vessels, which the Company
chartered-back through the end of January 2004. The Company also
sold the BAHAMAS SPIRIT (1998-built Aframax tanker), the KIOWA
SPIRIT (1999-built Aframax tanker) and the KOA SPIRIT (1999-built
Aframax tanker) to a German limited partnership. These three
vessels are chartered-back to Teekay at favorable rates for a
period of 10 years, with purchase options. The Company took
delivery of the Suezmax newbuilding AFRICAN SPIRIT during the
quarter, which commenced service under long-term fixed-rate
charter to ConocoPhillips and acquired the NAVION FENNIA (a 1992-
built double-hull Aframax shuttle tanker) from Fortum Oyj.

Subsequent to December 31, 2003, the Company ordered six high-
specification newbuilding Aframax tankers expected to deliver in
2006, 2007 and early 2008. Two of the vessels will be chartered to
Teekay's 50% owned joint venture company, Skaugen PetroTrans, to
be used in the ship-to-ship transfer trade. In January 2004, the
Company took delivery of three newbuildings: the AUSTRALIAN SPIRIT
(Aframax tanker) and the ASIAN SPIRIT (Suezmax tanker) immediately
commenced service under fixed-rate contracts to ConocoPhillips;
and the NORDIC BRASILIA (Suezmax tanker), presently trading in the
spot market, will commence on charter to Transpetro by the third
quarter of 2004 after conversion to a shuttle tanker.

               Liquidity and Capital Expenditures

As of December 31, 2003, the Company had total liquidity of $774.8
million, comprising $292.3 million in cash and cash equivalents
and $482.5 million in undrawn medium-term revolving credit
facilities.

As at January 31, 2004, the Company had approximately $550 million
in remaining capital commitments relating to its 15 newbuildings
on order. Of this, approximately $225 million is due during the
remainder of 2004, $95 million in 2005, $107 million in 2006 and
$123 million due in 2007 and early 2008. Long-term financing
arrangements totaling approximately $255 million exist for 8 of
the 15 newbuildings on order.

                    Other Investments

Torm

In July 2003, the Company purchased a 16% stake in A/S
Dampskibsselskabet TORM, a leading operator of product tankers,
for $37.3 million. The market value of this investment as at
December 31, 2003 was $90.2 million, resulting in an unrealized
gain of $52.9 million, which is included in the Company's
Stockholders' Equity as at December 31, 2003.

As at January 31, 2004, the value of Teekay's investment in TORM
had increased to $137.9 million.

Nordic American Tanker Shipping

Subsequent to December 31, 2003, Teekay sold its remaining
interest in Nordic American Tanker Shipping Ltd. for proceeds of
approximately $5.6 million and will record a nominal accounting
gain in the first quarter of 2004 relating to this sale.

                         About Teekay

Teekay (S&P, BB+ Corporate Credit Rating, Stable Outlook) is the
world's leading provider of international crude oil and petroleum
product transportation services, transporting more than 10% of the
world's sea-borne oil. With offices in 13 countries, Teekay
employs more than 4,500 seagoing and shore-based staff around the
world. The Company has earned a reputation for safety and
excellence in providing transportation services to major oil
companies, oil traders and government agencies worldwide.

Teekay's common stock is listed on the New York Stock Exchange
where it trades under the symbol "TK".


TITAN CORP: Completes Consent Solicitation Re Indenture Amendments
------------------------------------------------------------------
The Titan Corporation (NYSE: TTN) received the requisite consents
from the holders of more than a majority in aggregate principal
amount of its outstanding 8% Senior Subordinated Notes due 2011 in
connection with Titan's previously announced consent solicitation.  
The consents relate to proposed amendments to the indenture
relating to the notes and to the termination of a registration
rights agreement relating to the notes.  The receipt of the
requisite consents and the execution of the supplemental indenture
satisfy one of the conditions to the closing of Titan's pending
merger with Lockheed Martin Corporation (NYSE: LMT).

Titan has entered into a supplemental indenture with the indenture
trustee to effect the proposed amendments to the indenture and has
entered into an amendment to the registration rights agreement
providing for its termination. The proposed amendments to the
indenture and the registration rights agreement are effective and
the notes tendered with consents are irrevocable; however, the
proposed amendments will not become operative until immediately
prior to the completion of Titan's pending merger with Lockheed
Martin.  If the merger is completed, Lockheed Martin will
guarantee the surviving entity's obligations as the obligor of the
notes.  If the merger is not completed, the amendments will not
become operative.  Until that point, the indenture and the
registration rights agreement, without giving effect to the
proposed amendments, will remain in effect.
    
Holders who validly tendered and delivered consents prior to 5:00
p.m., New York City time, on February 25, 2004 will receive a
consent fee equal to 1.0% of the principal amount of the notes
validly tendered by the holders if the merger is completed.  Other
holders may tender their notes and consent to the proposed
amendments, without receiving the consent fee, at any time prior
to the expiration date for the exchange offer and consent
solicitation, currently set for 5:00 p.m., New York City time, on
March 12, 2004.

The dealer-manager and solicitation agent for the exchange offer
and consent solicitation is Credit Suisse First Boston LLC and the
exchange agent is Deutsche Bank Trust Company Americas.
    
The terms of the exchange offer and the consent solicitation are
set forth in Titan's prospectus dated February 9, 2004.  To obtain
a copy of the prospectus, the letters of transmittal and other
related materials, please contact Morrow & Co., Inc., the
information agent for the exchange offer and consent solicitation,
at (800) 654-2468 (for banks and brokerage firms) and (800) 607-
0088 (for bondholders).

Lockheed Martin and Titan have filed a proxy statement/prospectus
and other relevant materials with the SEC in connection with the
proposed acquisition of Titan by Lockheed Martin.  On February 9,
2004, the SEC declared effective the registration statement of
which these materials form a part, and the proxy
statement/prospectus was mailed on February 13, 2004 to the
stockholders of record of Titan as of February 9, 2004.  
Stockholders of Titan and investors are urged to read the proxy
statement/prospectus and other relevant materials before making
any voting or investment decision with respect to the proposed
merger because it contains important information about Lockheed
Martin, Titan and the proposed merger.  

                          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.


TOMAHAWK GRAPHICS: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tomahawk Graphics, Inc.
        533 Foundry Road
        Norristown, Pennsylvainia 19403

Bankruptcy Case No.: 04-12618

Type of Business: The Debtor is a full service printing and
                  mailing company.  See http://www.thawk.com/

Chapter 11 Petition Date: February 25, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Edward J. Didonato, Esq.
                  DiDonato & Winterhalter, P.C.
                  1818 Market Street, Suite 3520
                  Philadelphia, PA 19103
                  Tel: 215-564-4606

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $0 to $50,000

Debtor's 9 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Central Lewmar Paper Company                $15,822

Alcom Printing Group, Inc.                   $8,005

Jay Gress, Inc.                              $5,948

Keystone Printing Ink                        $3,365

Officeland NC                                $2,455

LamiNation                                   $2,292

Eastern Die Cutting & Finishing, Inc.        $1,486

Rite Envelope & Graphics, Inc.               $1,308

Creative Book Manufacturing, Inc.            $1,244


UNITED AIRLINES: US Trustee Appoints Retired Salary & Mgt. Panel
----------------------------------------------------------------
Ira Bodenstein, the United States Trustee for Region 11, appoints
five retirees to the Section 1114(d) Retired Salary and Management
Committee in the Chapter 11 cases of United Airlines Inc., and its
debtor-affiliates:

          (1) Edward Del Genio,

          (2) Charles F. McErlean,

          (3) Michael F. Richards,

          (4) Morton Wax, and

          (5) Edward Westervelt

Judge Wedoff directs the U.S. Trustee to promptly schedule an
initial meeting for the Retired Salary and Management Committee.
(United Airlines Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


UNITED RENTALS: Reports Improved Fourth Quarter Results
-------------------------------------------------------
United Rentals, Inc. (NYSE: URI) reported fourth quarter revenues
of $742 million, an increase of 6.9% compared with $694 million
for the fourth quarter of 2002. Same-store rental revenues
increased 6.1% and rental rates increased 5.6% from the fourth
quarter of 2002. Revenues generated by sharing equipment between
branches improved to 12.1% of rental revenues, compared with 10.9%
in the fourth quarter of 2002. Equipment utilization increased 2.6
percentage points from the fourth quarter of 2002 to 58.3% in the
fourth quarter 2003.

Adjusted net income for the fourth quarter was $15.1 million and
adjusted diluted earnings per share was $0.15 compared with
adjusted net income of $8.2 million and adjusted diluted earnings
per share of $0.09 in the fourth quarter of 2002. The adjusted net
income and diluted earnings per share exclude the charges
described below as well as the increase to diluted earnings per
share from the company's repurchases of its preferred securities.
The quarterly results show improvement on a year-over-year basis
largely because the fourth quarter 2002 earnings were reduced by
an increase in bad debt expense.

For the full year 2003, the company reported revenues of $2.87
billion, an increase of 1.6% compared with $2.82 billion for 2002.
Same-store rental revenues for the full year increased 3.7% from
the prior year and rental rates increased 2.1%. Revenues generated
by sharing equipment between branches improved to 11.5% of rental
revenues compared with 11.3% in 2002. Equipment utilization for
the full year 2003 was essentially flat with the prior year at
57.1% compared with 57.0% in 2002.

Adjusted net income for the full year was $71.8 million and
adjusted diluted earnings per share was $0.75 compared with
adjusted net income of $107.6 million and adjusted diluted
earnings per share of $1.11 in 2002. The adjusted net income and
diluted earnings per share exclude the charges described below as
well as the increase to diluted earnings per share from the
company's repurchases of its preferred securities.

Wayland Hicks, vice chairman and chief executive officer, said,
"Our intense focus on rental rates began to show real results in
2003. We saw our first annual rate improvement since 2000, and our
5.6% rate increase in the fourth quarter was the highest quarterly
increase in the history of our company. Furthermore, we achieved
these gains without adversely affecting utilization. We also
increased same-store rental volume and added 200,000 new
customers, bringing our base to 1.9 million.

"Although we outpaced our end markets, the fourth quarter and full
year results were negatively impacted by higher operating costs as
well as continued weakness in market demand. According to
Department of Commerce data, private non-residential construction
declined 6% in 2003 following a decline of 13% in 2002. In
addition, government spending on road and highway construction
remained sluggish."

Hicks continued, "Our 2004 plan assumes private non-residential
construction will be relatively flat. However, we expect to
substantially improve our profitability through a combination of
lower interest expense due to our recent refinancings, higher
rental rates and contractor supply sales growth. We anticipate
diluted earnings per share, excluding charges, of $1.00 to $1.10
in 2004.

"Beyond 2004, a sustained rebound in our principal end markets has
the potential to drive earnings significantly higher."

The results above for the fourth quarter and full year 2003
exclude aggregate charges, net of tax, of $320.2 million and
$330.4 million, respectively. These charges relate to goodwill
impairment, buy-out of equipment leases, debt refinancing, notes
receivables write-off, and, in the case of the full year results,
vesting of restricted shares granted to executives in 2001. The
results above for the fourth quarter and full year 2002 exclude
aggregate charges, net of tax, of $217.1 million and $505.4
million, respectively. These charges relate to goodwill
impairment, restructuring costs, debt refinancing, and, in the
case of the full year results, a change in accounting principle
relating to goodwill.

The results for the full year 2003 and the fourth quarter and full
year 2002 also exclude the positive impacts on diluted earnings
per share of repurchases by the company of its 6 1/2% convertible
quarterly income preferred securities. These repurchases added
$0.01 to diluted earnings per share for the full year 2003, $0.39
to diluted earnings per share for the fourth quarter of 2002 and
$0.47 for the full year 2002.

Taking into account the excluded items, the company reported GAAP
results as follows: a net loss of $305.1 million and a loss
available to common stockholders per diluted share of $3.96 for
the fourth quarter 2003; a net loss of $258.6 million and a loss
available to common stockholders per diluted share of $3.35 for
the full year 2003; a net loss of $209.0 million and a loss
available to common stockholders per diluted share of $2.33 for
the fourth quarter 2002; and a net loss of $397.8 million and a
loss available to common stockholders per diluted share of $4.78
for the full year 2002.

The projected results above for 2004 exclude first half
refinancing charges, a first quarter charge for the vesting of
restricted shares granted to executives in 2001, and any non-cash
goodwill write-offs and other special charges that may be
required.

For additional information on the items excluded from the
historical results, please see the GAAP reconciliation following
the financial schedules.

                    About United Rentals

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

               http://www.unitedrentals.com/


VENTAS INC: Will Present at Smith Barney's Conference on March 2
----------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) said its Chairman, President and Chief
Executive Officer, Debra A. Cafaro and its Chief Investment
Officer, Raymond J. Lewis will make a presentation regarding the
Company at the Smith Barney 2004 REIT CEO Conference on Tuesday,
March 2, 2004 at 8:45 a.m. Eastern Time. Those wishing to access
the presentation may dial in to the conference at 210.839.8683.
The pass code is REIT 2. Any written materials accompanying the
presentation will also be available on Ventas's website at the
time of the presentation. The presentation will be available for
replay for 30 days after the event. The replay telephone number is
402.220.0737.

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,
199 nursing facilities, 25 other healthcare and senior housing
facilities, and three office buildings in 38 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/  


VERITAS: Plans to Sell $125 Million of Convertible Senior Notes
---------------------------------------------------------------
Veritas DGC Inc. (NYSE & TSX: VTS) intends to sell through a
private offering $125 million of Floating Rate Convertible Senior
Notes Due 2024, subject to market and other conditions. The
Company will grant to the initial purchaser an option to purchase
up to an additional $30 million of convertible notes in connection
with the offering.

The convertible notes will be senior unsecured obligations of the
Company and will be convertible under certain circumstances into
a combination of cash and common stock of Veritas DGC at a fixed
conversion price. In general, upon conversion of a convertible
note, the holder of such note will receive cash equal to the
principal amount of the note and common stock of Veritas DGC for
the note's conversion value in excess of such principal amount.
Interest on the convertible notes will be based on a floating
rate. The initial conversion price, the interest rate and other
terms of the convertible notes will be determined upon pricing of
such securities.

The Company intends to use the net proceeds from the offering
principally to prepay a portion of amounts outstanding under its
existing bank credit facility but will use approximately $20
million of the net proceeds to repurchase shares of its common
stock in connection with the offering.

The convertible notes will be offered only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended. The convertible notes and the
underlying common stock issuable upon conversion have not been
registered under the Securities Act or any applicable state
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements. This announcement is neither an offer
to sell nor a solicitation of an offer to buy any of the
securities to be offered.

Veritas DGC Inc. (Fitch, BB Senior Secured Debt Rating, Negative),
headquartered in Houston, Texas, is a leading provider of
integrated geological and reservoir technologies to the petroleum
industry worldwide.


VERITAS DGC: Second Fiscal Quarter Revenue Ups by 18% to $148-Mil.
------------------------------------------------------------------
Veritas DGC Inc. (NYSE & TSX: VTS) announced results for its
second fiscal quarter ended January 31, 2004.

Chairman and CEO, Dave Robson, commented on the quarter, "In our
first quarter conference call we said that we were optimistic
library sales would be strong as the calendar year came to a
close. They were quite strong, and we ended up with the best
quarter of library sales ever, with revenue of almost $67 million
from shelf sales and $16 million from prefunding. While December
was the peak, we have found library sales continuing to be
robust. Our financial position improved as well. We ended the
quarter with $70 million of cash, after paying down $13 million
of bank debt. Although I am leaving, I'm confident that the
management team will continue to emphasize technology,
operational excellence and positive cash flow."

Revenue for the second quarter was $147.8 million, an increase of
18% compared to the prior year's second quarter. Net income
increased to $14.2 million, or $0.42 per share, versus $4.5
million, or $0.14 per share, in the prior year's second quarter.

        Multi-client

Multi-client revenue increased by 27% compared with the prior
year's second quarter. Revenue from shelf sales (i.e. sales of
existing data) more than doubled, while prefunding revenue
decreased by more than 50% due to reduced numbers of in-progress
surveys.

Marine multi-client revenue increased by 45% compared with the
prior year's second quarter. Shelf sales were particularly strong
in the Gulf of Mexico and Nigeria, with sales in Brazil and the
North Sea contributing to the excellent results. Prefunding
revenue was generated on surveys in the Gulf of Mexico, Nigeria
and Brazil.

Land multi-client revenue decreased by 16% compared with the
prior year's second quarter due to lower prefunding and decreased
investment. Shelf sales were steady, with most of the revenue
generated from surveys in Wyoming and Oklahoma.

        Contract

Contract revenue increased by 8% compared with the prior year's
second quarter. Marine contract revenue increased 17% while
contract land revenue remained relatively flat. During the
quarter, the Company performed contract marine surveys in West
Africa, the Mediterranean and India and operated land crews in
Canada, Alaska, the Lower 48, Argentina and Oman.

        Operating Income

Operating income as a percent of revenue increased to 16%
compared to 9% in the prior year's second quarter. Margins
increased due to the dominance of multi-client shelf sales in the
overall revenue mix. Contract margins were relatively flat.

General and administrative expense decreased by $1.4 million from
the prior year's second quarter. The largest single portion of
this decrease, $0.6 million, was due to expense reduction efforts
implemented in the prior fiscal year.

        Income Taxes

The Company's effective tax rate for the quarter was 25%,
significantly lower than the 39% rate in the second quarter of
fiscal year 2003. The reduction is due to the utilization of
previously unrecognized deferred tax assets. Most of the
Company's current tax expense comes in the form of withholding
taxes in various non-U.S. jurisdictions.

        Backlog

The Company's backlog increased to $172 million at January 31,
2004 from $161 million at the end of the prior quarter with
contract backlog up by $15 million and multi-client backlog down
by $4 million.

Veritas DGC Inc. (Fitch, BB Senior Secured Debt Rating, Negative),
headquartered in Houston, Texas, is a leading provider of
integrated geophysical services and reservoir technologies to the
petroleum industry worldwide.


WASHINGTON MUTUAL: Fitch Assigns Low-Bs to Class B-4 & B-5 Notes
----------------------------------------------------------------
Fitch Ratings NY--February 24 , 2004: Fitch rates Washington
Mutual Mortgage Securities Corp.'s mortgage pass-through
certificates, series 2004-S1, as follows:

        -- $364.1 million classes 1-A-1 - 1-A-12, 2-A-1, 2-A-2, P
           and R senior certificates 'AAA';

        -- $5,256,000 class B-1 'AA';

        -- $2,252,000 class B-2 'A';

        -- $1,502,000 class B-3 'BBB';

        -- $750,000 class B-4 'BB';

        -- $751,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3%
subordination provided by the 1.40% class B-1, 0.60% class B-2,
0.40% class B-3, 0.20% privately offered class B-4, 0.20%
privately offered class B-5 and 0.20% privately offered class B-6
certificates (not rated by Fitch). Classes B-1, B-2, B-3, B-4 and
B-5 are rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively, based
on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral and the strength of
the legal and financial structures, and Washington Mutual Mortgage
Securities Corp.'s servicing capabilities as master servicer.
Fitch currently rates Washington Mutual Mortgage Securities Corp.
'RMS2+' for master servicing.

The mortgage pool consists of fully amortizing, 30-year fixed-rate
mortgage loans secured by first liens on residential properties.
Principal and interest payments from the mortgage pool are
separated into 2 subgroups based on each loan's interest rate. As
of the cut-off date, the mortgage pool consists of 2 subgroups,
with an aggregate principal balance of approximately $375,385,346
and an average loan balance of $488,783. The pool has a weighted
average original loan-to-value ratio of 69.5%. Approximately
17.25% of the loans were originated under a reduced documentation
program. Cash-out and rate/term refinance loans represent 20.03%
and 34.60% of the mortgage pool, respectively. Second and
investor-occupied homes account for 2.97% and 0.28% of the pool,
respectively. The weighted average FICO score is 726. The states
that represent the largest portion of the mortgage loans are
California (40.92%) and New York (9.92%). All other states
comprise less than 5% of the pool.

The certificates are issued pursuant to a pooling and servicing
agreement dated Feb. 1, 2004 among Washington Mutual Mortgage
Securities Corp., as depositor and master servicer, and Citibank,
N.A., as trustee. For federal income tax purposes, elections will
be made to treat the trust fund as three Real Estate Mortgage
Investment Conduits.


WELLMAN: Posts $96.7 Million Net Loss for the Year Ended 2003
-------------------------------------------------------------
Wellman, Inc. (NYSE:WLM) reported a net loss from continuing
operations of $98.1 million for the fourth quarter and $96.7
million for the full year ended December 31, 2003. In 2002, net
earnings from continuing operations for the fourth quarter and
full year were $3.3 million and $26.4 million, respectively. After
giving effect to the accretion and a one-time beneficial
conversion charge related to the preferred stock, the net loss
attributable to common stockholders for fourth quarter and full
year 2003 was $105.2 million, or $3.33 per diluted share, and
$106.7 million, or $3.38 per diluted share, respectively. In 2002,
after giving effect to discontinued operations and the cumulative
effect of an accounting change, fourth quarter net earnings
attributed to common stockholders were $3.4 million, or $0.11 per
diluted share, and the full year net loss attributable to common
stockholders was $194.4 million, or $6.07 per diluted share.

Thomas Duff, Chairman and Chief Executive Officer, stated, "NAFTA
PET resin market conditions in 2003 were very competitive,
particularly in the second half of the year; margins in our PET
resin business were at all time lows during the seasonally-weak
fourth quarter. These market conditions resulted from the
significant mid-year PET resin capacity increases combined with an
unexpected drop in demand related to the poor summer weather in
the Eastern United States and an associated reduction in
customers' inventory levels. Normal fourth quarter seasonal
weakness -- related to winter buying patterns of our North
American beverage packaging customers, the resulting lower-margin
exports, and pricing pressure associated with annual contract
negotiations -- was aggravated by the weak market environment. In
the first quarter of 2004, we announced and implemented selling
price increases in both our PET resins and polyester fibers
businesses, but our raw material costs have also increased. As
part of our continuing cost reduction program, we reduced
controllable costs by $5 million in the fourth quarter of 2003
compared to the prior quarter. Our cost reduction efforts continue
in 2004, and we expect to reduce controllable costs by $4 million
in the first quarter of 2004 compared to the fourth quarter of
2003. We expect operating results to improve in 2004 and 2005,
driven by increased capacity utilization in the North American PET
resin industry and the cost reduction programs that we have
implemented."

Wellman, Inc. manufactures and markets high-quality polyester
products; including PermaClear and EcoClear brand PET
(polyethylene terephthalate) packaging resins, Fortrel brand
polyester fibers and Wellamid engineering resins. One of the
world's largest PET plastic recyclers, Wellman utilizes a
significant amount of recycled raw materials in its manufacturing
operations.

                        *    *    *

As reported in the Troubled Company Reporter's February 6, 2004
edition, Standard & Poor's Ratings Services lowered its rating on
Wellman Inc.'s proposed $185 million secured first-lien term loan
due 2009 to 'B+' from 'BB-', following the company's indication
that its pending financing plan was being revised to increase the
size of the secured first-lien term loan to $185 million, from
$125 million as originally proposed.

At the same time, Standard & Poor's affirmed its other ratings on
Shrewsbury, New Jersey-based Wellman, including the company's 'B+'
corporate credit rating, which was lowered on Jan. 22, 2004, due
to continued weaker-than-expected operating and financial
performance. The outlook is negative.


WOLVERINE TUBE: Shareholders to Meet on May 20 in New York
----------------------------------------------------------  
Wolverine Tube, Inc. (NYSE: WLV) announced that its Annual Meeting
of Stockholders will be on Thursday, May 20, at 8:30 a.m., local
time, at The Regency Hotel located at 540 Park Avenue, New York,
New York 10021.  The Company hopes that its stockholders will be
able to attend the meeting, and management looks forward to
greeting those in attendance.

Wolverine Tube, Inc. (S&P, BB- Corporate Credit Rating, Negative
Outlook) is a world-class quality partner, providing its customers
with copper and copper alloy tube, fabricated products, metal
joining products as well as copper and copper alloy rod, bar and
other products.  Internet addresses: http://www.wlv.com/  
http://www.silvaloy.com/  


WORLDCOM INC: Agrees with General Growth to Extend Discovery
------------------------------------------------------------
On January 21, 2003, General Growth Management, Inc., filed Claim
No. 16478 asserting a prepetition claim against the Debtors for
$10,620,504 plus punitive damages.  The Debtors objected to the
Claim.

Despite their diligent efforts, the Debtors and General Growth
realized that they could not complete the discovery as scheduled.  
As a result, the parties jointly agree to extend it for another
60 days, and all other scheduled dates as well.

Jeffrey A. Koppy, Esq., at Jenner & Block LLP, in Chicago,
Illinois, assures the Court that the extension is not interposed
for any improper purpose.

Accordingly, Judge Gonzalez approves the 60-day extension of the
discovery, and these revised schedules:
   
   Completion of non-expert discovery        April 1, 2004
   Disclosure of expert witnesses           April 30, 2004
   Disclosure of rebuttal expert witnesses    May 30, 2004
   Completion of expert discovery             July 1, 2004
   Deadline of dispositive requests         August 1, 2004

(Worldcom Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


* Ableauctions Launches iTrustee.com for Trustees and Liquidators
-----------------------------------------------------------------
Ableauctions.com Inc. (AMEX:AAC) announced that following several
months of development and consultation with trustees, liquidators
and auctioneers, it has launched iTrustee.com, a reseller platform
to expose bank and trustee inventories, as well as distressed
merchandise, exclusively to resellers, auctioneers and
liquidators.

Simultaneously, in an effort to fuel transactions and introduce
asset lending services, the Company has incorporated a California
based entity called Unlimited Closeouts Inc. and has engaged a
prominent liquidator in the area to direct its operations.
Endeavoring to increase exposure to the new platform, the Company
has entered into a marketing agreement with the National
Auctioneers Association (NAA) to be prominently featured on the
back cover of the association's publications and directory, which
reach approximately 6,500 auctioneers and liquidators. Within 30
days, the Company also expects to complete the integration process
of the products listed on its platform with eBay and eBay Business
Marketplace.

With the implementation of the new platform (Tier 2), the Company
expects to more than double its revenues and significantly
increases its gross profits. The Company expects to earn
commissions ranging from 10% to 25% of the entire inventory sold
through the platform, compared to 2.5% to 5% of only the product
that sells on-line from its iCollector.com (Tier 1) operations.

Products on iTrustee.com are available to the general public for
limited viewing, however, at the discretion of the trustee,
bidding on certain products will be restricted to pre-qualified
auctioneers and resellers.

Beyond presenting an innovative value proposition for this market,
Ableauctions is addressing unfulfilled needs of industry players.
For trustees, this platform provides a forum to reach auctioneers
and resellers beyond their traditional geographic areas. For
auctioneers, the company has created a level playing field to
present their services to trustees. For resellers, iTrustee.com is
a venue to access a new channel of liquidation merchandise. For
the Company, the addition of this tier (trustee to auctioneers
transactions) is a natural progression form its first tier
services (auctioneer to retail transactions) through
iCollector.com.

The platform currently lists a wide range of deals from foreclosed
properties, real estate and industrial goods to clothing and
electronics. For a more detailed listing, visit www.itrustee.com

                  About Ableauctions.com

Ableauctions.com is a high-tech auctioneer that conducts auctions
live and simultaneously broadcasts them over the Internet. With
the experience of 3,000 auctions, the Company has developed its
own technology to broadcast auctions over the Internet
(www.ableauctions.com/technology) and currently provides the
technology and related services to auction houses, enabling them
to broadcast auctions over the Internet. For more information,
visit http://www.ableauctions.com/

                     About iCollector.com

iCollector.com is a wholly owned subsidiary of Ableauctions and is
the independent connection to the world's auction houses. It was
the first company dedicated to trading antiques, fine art and
premium collectibles on the Internet and today represents some of
the world's leading auction houses. Since January 2001, it has
broadcast hundreds of live auctions in real-time on eBay Live
Auctions, directly from the salesroom as the auction happens,
selling tens of thousands of lots to many thousands of users
online. With its unparalleled understanding and expertise in this
sector, iCollector can help you to maximize your opportunities to
find, buy or sell art, antiques and collectibles online.


* FTI Consulting Names Dominic DiNapoli Chief Operating Officer
---------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier provider of
corporate finance/restructuring, forensic and litigation
consulting, and economic consulting, announced that its Board of
Directors had elected Dominic DiNapoli executive vice president
and chief operating officer (COO) of the company. Mr. DiNapoli
assumes the role of COO from Stewart Kahn and will be responsible
for managing the company's day-to-day operations, including
driving strategic initiatives to support the firm's growth, and
assisting with the evaluation and integration of key acquisitions.

Mr. DiNapoli assumes his new position after serving FTI over the
last two years, first as co-leader of FTI's Consulting Corporate
Finance/Restructuring practice, and more recently as special
assistant to the president for general corporate affairs. Prior to
joining FTI as part of an acquisition in August, 2002, Mr.
DiNapoli had over 20 years experience in the operation and
management of large divisions of professional services firms, most
recently as managing partner of PricewaterhouseCoopers LLP's 400
person U.S. business recovery services (BRS) practice. Between
2000 and 2002, under Mr. DiNapoli's leadership, that practice grew
by approximately 25 percent in revenue and 66 percent in operating
income. In addition to being the partner-in-charge of that
practice, he also enjoys an excellent reputation as a leading
practitioner from his "hands-on" involvement in a wide variety of
high profile and complex bankruptcy, insolvency and turnaround
matters across many different industries, including Ames, Fruit of
the Loom, Rockefeller Center Properties, Inc. and numerous other
out-of-court restructurings.

As part of his responsibilities, Mr. DiNapoli has supervised and
provided litigation support services to both debtors and creditors
of financially troubled companies, assisted in the development and
negotiation of plans of reorganization on behalf of debtors and/or
creditors' committees of companies in Chapter 11, provided
valuation services and assisted in the development and execution
of plans to improve the operational performance, balance sheets
and capital structures of a number of large clients.

In commenting on Mr. DiNapoli's promotion, Jack Dunn, FTI's
chairman and chief executive officer, said, "FTI is extremely
fortunate to have someone of Dom's professional stature and
abilities to assume this role. Both in terms of where we stand now
and the areas we have designated for the future, his reputation,
experience, industry contacts, management style and leadership
skills make him uniquely qualified to have immediate impact on our
company and its prospects."

                     About FTI Consulting

FTI is the premier provider of corporate finance/restructuring,
forensic and litigation consulting, and economic consulting.
Strategically located in 24 of the major US cities and London, it
employs over 1,000 professionals consisting of numerous PHDs,
MBAs, CPAs, CIRAs and CFEs who are committed to delivering the
highest level of service to our clients. These clients include the
world's largest corporations, financial institutions and law firms
in matters involving financial and operational improvement and
major litigation.

FTI is on the Internet at http://www.fticonsulting.com/


* West Boylston Woman Sentenced for Bankruptcy Fraud
----------------------------------------------------
A West Boylston woman was sentenced on Tuesday, February 24, in
federal court for committing bankruptcy fraud by concealing
approximately $94,500 from her bankruptcy creditors.

United States Attorney Michael J. Sullivan and Kenneth W. Kaiser,
Special Agent in Charge of the Federal Bureau of Investigation in
New England, announced that CAROL EVANGELISTA, age 46, of 34
Davidson Road, West Boylston, Massachusetts, was sentenced by U.S.
District Judge Nathaniel M. Gorton to 1 year and 1 day in prison,
to be followed by 2 years of supervised release, and a $2,000
fine. EVANGELISTA pleaded guilty on November 20, 2003 to one count
of bankruptcy fraud for concealing assets.

At the earlier plea hearing, the prosecutor told the Court that,
had the case proceeded to trial, the Government's evidence would
have proven that EVANGELISTA obtained $110,000 in August 2001 from
her ex-husband as part of a divorce settlement, then gave $94,500
of that amount to her parents to hold for her. The prosecutor
stated that when EVANGELISTA filed for bankruptcy the following
month, she did not disclose that she had received $110,000 from
her ex-husband, nor did she disclose the money her parents were
holding for her. EVANGELISTA also failed to disclose that she was
receiving an additional $1,000 per month from her ex- husband in
addition to the $1,000 per month child support payment which she
did disclose. The bankruptcy trustee learned of the concealed
funds about a year after EVANGELISTA's bankruptcy case was closed.
The trustee had the case re-opened and was able to recover the
funds for creditors.

The case was referred to the U.S. Attorney's Office by the U.S.
Trustee's Office in Worcester, and was investigated by the Federal
Bureau of Investigation. It was prosecuted by Assistant U.S.
Attorney Mark J. Balthazard in Sullivan's Economic Crimes Unit.


* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States
-----------------------------------------------------
Author:     Sarkis J. Khoury
Publisher:  Beard Books
Softcover:  292 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587981505/internetbankrupt

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers.  Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today.  With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come.  And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S.  In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms.  Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978.  The tables had turned an Americans were
worried.  Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions.  Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets;  relative technological position; balance of
payments and economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979.  His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market.  He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive.  He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term.  Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective.  Khoury's
research broke new ground and provided input for economic policy
at just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton.  He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Aileen M.
Quijano and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***