TCR_Public/040301.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, March 1, 2004, Vol. 8, No. 42

                           Headlines

ADELPHIA COMM: Signs-Up Bird Marella as Special Litigation Counsel
AINSWORTH LUMBER: Amends Pricing for Senior Note Tender Offers
ARLINGTON HOSPITALITY: Restructuring Leases for 21 Hotels
AURORA: Court Prohibits Utility Cos. from Discontinuing Services
AVADO BRANDS: Taps AP Services to Provide Temporary Employees

AVOTUS CORP: Jefferson Now Owns Majority Stake After Investment
BANC OF AMERICA: Fitch Rates Classes B-4 & B-5 Notes at Low-Bs
CENTURY CARE: U.S. Trustee Will Meet with Creditors on March 16
CITICORP MORTGAGE: Fitch Takes Rating Actions on 6 Securitizations
CKG ENERGY INC: Case Summary & 20 Largest Unsecured Creditors

CONE EDITIONS: Case Summary & 14 Largest Unsecured Creditors
DDI CORP: Reorganized Company Reports Q4 & Year-End 2003 Results
DIRECTV: Cisneros Group Reaffirms Commitment after Restructuring
DOMAN INDUSTRIES: Interfor Proposes to Acquire Certain Assets
DRESSER INC: S&P Rates Proposed $125 Million Term Loan at B+

DURATEK INC: Ashford Capital Discloses 9.4% Equity Stake
DYNASTY OIL & GAS: Voluntary Chapter 11 Case Summary
ENNIS CREEK: First Creditors' Meeting Scheduled for March 11
ENRON CORP: Gets Nod to Start Pension Plan Termination Proceedings
ENRON CORP: Reaches Settlement with Osprey Trust Noteholders

ESCHELON TELECOM: S&P Junks Corporate Credit Rating
EXPRESS TELEPHONE: Case Summary & 20 Largest Unsecured Creditors
FEATHERLITE INC: Seeks Waivers of Covenant Defaults From Lenders
GLOBAL AXCESS: Assumes Progressive Ventures' Merchant Agreements
GRUPO IUSACELL: Publishes Fourth Quarter & FY 2003 Results

GRUPO TMM: December 2003 Working Capital Deficit Tops $425 Mil.
HOLLINGER INT'L: Says Court Has Vindicated its Legal Position
HOLLINGER INC: Disagrees with Delaware Chancery Court Ruling
INAMED CORP: Reports Record 2003 4th Quarter & Full Year Results
INTERNATIONAL STEEL: Posts $23.5 Million Net Loss for FY 2003

JOEAUTO INC: Case Summary & 20 Largest Unsecured Creditors
JOY GLOBAL: S&P Revises Outlook on Low-B Ratings to Positive
JP MORGAN: Fitch Assigns Low-B Ratings to 2 Ser. 2004-A1 Classes
KAISER: Holders Want Gramercy Rev. Bonds Designated as Senior Debt
KAISER ALUMINUM: Agrees to Sell Mead, Washington Smelter for $4MM+

KELLNER INC: Voluntary Chapter 11 Case Summary
KEYSTONE CONSOLIDATED: Files Voluntary Petition in E.D. Wisconsin
KNOX COUNTY: Gets Nod to Hire TBG Specialist as Consultants
LONGVIEW FIBRE: New $250MM Credit Facility Gets S&P's BB Rating
MELT INC: Engages HJ & Associates as New Independent Accountant

METROMEDIA: Unresolved Liquidity Issues May Spur Bankruptcy Filing
MEZZ CAP: Fitch Takes Rating Actions on Series 2004-C1 Notes
MIRANT CORP: Obtains Interim Nod to Expand Deloitte's Employment
MUSTANG ATHLETIC: Case Summary & 31 Largest Unsecured Creditors
NATIONAL BENEVOLENT: Section 341(a) Meeting Fixed for March 22

NATIONAL CENTURY: NMC Wants Court to Estimate Claims for Voting
NATIONAL ENERGY: Ex-Auditor Doubts Ability to Continue Operations
NATIONSRENT INC: Inks Stipulation Settling Citizens Leasing Claims
NEWARK GROUP: S&P Assigns Stable Outlook to B+ Corp. Credit Rating
NORTEL NETWORKS: Will Pay Preferred Share Dividends on April 12

NUR MACROPRINTERS: Returns to Profitability After Two Years
NQL INC: Amends & Restates Certificate of Incorporation
OWENS CORNING: Wants Go-Signal to Implement New Retention Program
OXFORD AUTOMOTIVE: S&P Keeps Low-B & Junk Ratings on Watch Neg.
PACIFIC GAS: Utilities Commission Okays $799M Rate Reduction Plan

PG&E NAT'L: Certificateholders Ask to Consolidate NEG with Attala
PORTLAND GENERAL: Enron Sells Co. to Oregon Electric for $2BB+
PRECISE TECHNOLOGY: S&P Assigns Stable Outlook to Low-B Ratings
RH DONNELLEY: Shareholders' Deficit Widens to $56MM at Dec. 2003
ROCKFORD CORP: Working to Secure New $40 Million Credit Line

SALEM COMMUNICATIONS: Incurs $0.7 Million Net Loss for FY 2003
SBA COMMS: Fourth Quarter 2003 Net Loss Balloons to $51.2 Million
SCIENTIFIC GAMES: Posts Increased Revenues for Q4 & FY 2003
SOLUTIA: Court Gives Interim Nod to Stretch Lease-Decision Time
SOUTHWEST RECREATIONAL: Has Until March 16 to File Schedules

SPECIALTY FOODS: Agrees with Lenders to Amend Senior Debt Pacts
SR TELECOM: Subsidiary Gets Approval to Increase Access Tariffs
TRITON PCS: December 2003 Balance Sheet Upside Down by $320 Mil.
TRITON PCS: Board Declares Series A Preferred Stock Dividend
TYCO: Fitch Changes BB+ Senior Unsecured Rating Outlook to Pos.

UAL CORP: Files January Operating Report with Bankruptcy Court
UNITED AIRLINES: US Trustee Appoints Retired Pilots Committee
UNITED DEFENSE: Fitch Ups Senior Secured Credit Rating to BB+
UNITED SALES: Creditors to Meet on March 3 in Buffalo, New York
US ONCOLOGY: Reports Improved Fourth Quarter and Year-End Results

VENTAS: Increases Q1 2004 Dividend by 21.5% to $0.325 Per Share
VERITAS DGC: Caps Price on $125M Convertible Senior Debt Offering
WEYERHAEUSER: Intends to Sell Canadian Lumber & Plywood Mills
WORLDCOM: JMG Capital Seeks to Convert Preferreds to Common Shares

* BOND PRICING: For the week of March 1 - 5, 2004

                           *********

ADELPHIA COMM: Signs-Up Bird Marella as Special Litigation Counsel
------------------------------------------------------------------
Adelphia Communications and its debtor-affiliates sought and
obtained the Court's authority to employ Bird, Marella, Boxer &
Wolpert APC as special litigation counsel.  Bird Marella will
continue to assist the ACOM Debtors with, among other things,
certain civil litigations in California, including the litigation
commenced by certain Californian municipalities against them.  

Since July 17, 2002, the ACOM Debtors utilized Bird Marella as an
ordinary course professional.  Due to the volume of California-
based litigation matters that arose in these cases, the ACOM
Debtors find that it is necessary to expand Bird Marella's role.

According to Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher LLP, in New York, Bird Marella is a Los Angeles,
California law firm, which specializes in litigation.  The firm's
attorneys practice in both federal and state courts and handle
complex arbitrations and mediations.  Bird Marella has extensive
litigation experience in a wide range of industries and
businesses.  Most recently, Bird Marella represented one of the
nation's largest equipment leasing companies in a dispute arising
from its acquisition of a business as well as a large motel chain
in a dispute regarding the ownership and control of the
corporation.  In addition, Bird Marella earned a national
reputation for representing national and multinational
corporations faced with civil disputes.

In February 2001, Bird Marella represented the ACOM Debtors in
several civil actions and pre-litigation matters.  Accordingly,
the firm is very familiar with the Debtors' businesses.  Bird
Marella is currently representing the ACOM Debtors in litigation
brought by the City of Thousand Oaks and the County of Ventura
concerning the ACOM Debtors' acquisition of certain cable
systems.  It is necessary to retain Bird Marella at this time
because its fees have exceeded the cap for an ordinary course
professional.

Ms. Chapman informs the Court that Bird Marella will provide
legal advice to the ACOM Debtors on various litigation matters,
including, but not limited to, the pending matters involving the
City of Thousand Oaks and the County of Ventura.  Bird Marella
will be compensated on an hourly basis, plus reimbursement of
actual and necessary expenses incurred.  Bird Marella's rates for
attorneys range between $220 and $475 per hour.  Bird Marella's
rate for paralegals is $130 per hour.  All of Bird Marella's
rates are subject to periodic, ordinary course adjustments.  The
attorneys and paralegals involved in the ACOM Debtors' cases will
likely span Bird Marella's rate ranges.

Thomas R. Freeman, a shareholder of Bird Marella, assures the
Court that the firm has no relationship with ACOM creditors or
equity security holders, any other parties-in-interest and their
attorneys and accountants, or the United States Trustee for the
Southern District of New York in any matter relating to these
cases.  Mr. Freeman further discloses that Bird Marella's
attorneys:

   (1) do not hold or represent an interest adverse to the
       estate; and

   (2) are "disinterested persons" within the meaning of Section
       101(14) of the Bankruptcy Code. (Adelphia Bankruptcy News,
       Issue No. 51; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)


AINSWORTH LUMBER: Amends Pricing for Senior Note Tender Offers
--------------------------------------------------------------
Ainsworth Lumber Co. Ltd. amended the pricing for its previously
announced offers to purchase all of its outstanding 13.875%
Senior Secured Notes due July 15, 2007, and all of its outstanding
12-1/2% Senior Secured Notes due July 15, 2007.  

The total consideration to be paid to holders that tender their
Notes and deliver their consents prior to the consent payment
deadline, will be equal to US$1,171.25 per US$1,000 principal
amount of 13.875% Notes, and US$1,290.00 per US$1,000 principal
amount of 12 1/2% Notes, which prices include a consent payment
of US$20.00 per US$1,000 principal amount of Notes. Holders that
tender their Notes after the consent payment deadline, and prior
to the expiration of the tender offer will receive US$1,151.25
per US$1,000 principal amount of 13.875% Notes and US$1,270.00
per US$1,000 principal amount of 12 1/2% Notes.  

The consent payment deadline continues to be 12:00a.m. at the
beginning of the day, New York City time, on Friday, February 27,
2004. The tender offers will expire at 12:00 a.m. at the
beginning of the day, New York City time, on Tuesday, March 16,
2004, unless extended or earlier terminated by Ainsworth.

Information regarding the tender and delivery procedures and
conditions of the tender offers and consent solicitations is
contained in the Offer to Purchase and Consent Solicitation
Statement dated February 17, 2004, and related documents. Copies
of these documents can be obtained by contacting Global
Bondholder Services Corporation, the information agent, at (866)
389-1500 (toll free) or (212) 430-3774 (collect). Goldman, Sachs
& Co. is the exclusive dealer manager and solicitation agent.
Additional information concerning the terms and conditions of the
tender offers and consent solicitations may be obtained by
contacting Goldman, Sachs & Co. at 1-800-828-3182 (toll free) or
212-357-3019 (collect).

Ainsworth Lumber Co. Ltd. has operated as a forest products
company in Western Canada for over 50 years. The company's
operations have a total annual capacity of approximately 1.5
billion square feet - 3/8" of oriented strand board (OSB), 155
million square feet - 3/8" of specialty overlaid plywood, and 55
million board feet of lumber. In Alberta, the company's
operations include an OSB plant at Grande Prairie and a one-half
interest in an OSB plant at High Level. In B.C., the company's
operations include an OSB plant at 100 Mile House, a veneer plant
at Lillooet, a plywood plant at Savona and finger-joined lumber
plant at Abbotsford.

                          *   *   *

Standard & Poor's Ratings Services raised its long-term corporate
credit rating on wood products producer Ainsworth Lumber Co. Ltd.
to 'B+' from 'B-' due to a strong financial performance and a
strengthened balance sheet following completion of the company's
proposed refinancing. At the same time, Standard & Poor's assigned
its 'B+' senior unsecured debt rating to Ainsworth's proposed
US$200 million notes maturing in 2014. The outlook is stable.

"The upgrade stems from Ainsworth's strengthened balance sheet
following strong profitability and cash generation in a year of
record demand and pricing for oriented strandboard (OSB)," said
Standard & Poor's credit analyst Clement Ma. Using a combination
of approximately C$194 million cash and the new senior unsecured
notes, Ainsworth is expected to retire its US$281.5 million in
existing secured debt through a public tender offer. Following the
refinancing, the company's total debt to capitalization should
eventually decrease to less than 45% from approximately 67% at
Dec. 31, 2003.

The ratings on Ainsworth reflect the company's narrow product
concentration in the production of OSB, and its mid-size market
position. These risks are partially offset by the company's strong
cost position stemming from its modern asset base, and its high
fiber integration.


ARLINGTON HOSPITALITY: Restructuring Leases for 21 Hotels
---------------------------------------------------------
Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development
and management company, announced discussions with its landlord to
restructure leases for 21 hotels, provided an update on the status
of its operating line-of-credit facility and other strategic
matters.

         Discussions with Landlord of Leased Hotels

The company has entered into discussions with PMC Commercial Trust
(PMC) (AMEX: PCC), regarding the 21 AmeriHost Inn hotels PMC owns,
which are leased and operated by Arlington Hospitality. These
hotels were part of sale and lease-back transactions between the
company and PMC, consummated in 1998 and 1999.

Due to numerous economic and market-driven factors relating to
these 21 hotels, the company has entered into discussions with PMC
with the objective to restructure the lease agreements. The
objective of such restructuring is to improve Arlington's
profitability and cash flow with respect to these hotels, and to
agree on a plan that would transfer these hotels to other
operators through the sale of the properties. The sale of these
hotels is consistent with Arlington's strategic objectives, as
discussed in the company's most recent annual report, press
releases and SEC filings.

The company has engaged Gerbsman Partners to assist in its
discussions with PMC and the contemplated lease restructuring.
Gerbsman Partners helps companies in developing and executing
their strategic, operating, financial, and financing strategies
with a focus on maximizing enterprise value for all parties of
interest. Gerbsman Partners also has assisted numerous companies
and investors in restructuring/terminating their real estate and
equipment lease arrangements. To date, Gerbsman Partners has
restructured/terminated in excess of $500 million of real estate,
sub-debt and equipment lease executory contracts.

There can be no assurance that the company will be successful in
restructuring its lease arrangement with PMC, or that such
restructuring will improve operations and cash flow, or provide
for the sale of the hotels to third-party operators.

                     Corporate Line-of-Credit

The company's operating line-of-credit has historically been a
one-year facility requiring annual renewals or replacement. In
April 2003, the company renewed its operating line-of-credit
facility with a maximum availability of $6.5 million, with
scheduled reductions tied to the company's strategic plan to sell
hotels, and expiring April 30, 2004. The maximum availability on
this facility is scheduled to step-down from its current $6
million level to $5.5 million on February 27, 2004, and as of
February 25, 2004, the company had drawn approximately $5.5
million under the line-of-credit. The company is currently
discussing a renewal of its line-of-credit with the current
lender, which would include a waiver of any covenant violations
that may currently exist. The company has received a preliminary
proposal from the lender, and the company is evaluating all
aspects of this proposal, as well as exploring other short-term
and long-term alternatives.

There can be no assurance that the existing line-of-credit will be
renewed or expanded with appropriate covenant waivers, or that a
replacement facility will be obtained. Failure to renew or replace
the existing line-of-credit facility prior to its maturity with
satisfactory covenant violation waivers, or obtain alternative
short-term financing would have a material adverse effect on the
company's business and financial condition.

                    Addressing Strategic Capital and
                     Business Plan Initiatives

The company has been discussing strategic initiatives with a
number of investment bankers and financial advisors with the
intent of engaging one or more advisors 1) to assist the company
in replacing its existing one-year revolving line-of-credit with
multi-year corporate financing that more closely matches the
company's business plan associated with the longer-term nature of
development and sale of hotels, and 2) to assist the company in
obtaining growth capital for new development projects and other
strategic objectives of its business plan. The company believes
that these initiatives, along with the existing plan of hotel
disposition as previously disclosed, if successful, will
significantly enhance the financial position of the company.

              About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management
company that builds, operates and sells mid-market hotels.
Arlington is the nation's largest owner and franchisee of
AmeriHost Inn hotels, a 103-property mid-market, limited-service
hotel brand owned and presently franchised in 22 states and Canada
by Cendant Corporation (NYSE: CD). Currently, Arlington
Hospitality, Inc. owns or manages 64 properties in 17 states,
including 57 AmeriHost Inn hotels, for a total of 4,655 rooms,
with additional AmeriHost Inn & Suites hotels under development.


AURORA: Court Prohibits Utility Cos. from Discontinuing Services
----------------------------------------------------------------
Aurora Foods and its affiliated debtors use electricity, gas,
water, telephone, telecommunications, and other utility services
essential to their operations.  Any interruption of these services
would severely disrupt the Debtors' day-to-day operations and
diminish the likelihood of a successful reorganization.

In view of their Chapter 11 filing, the Debtors acknowledged that
the utility companies will be asking for adequate assurance of
future payments in exchange for their uninterrupted services.  

Accordingly, the Debtors sought and got the Court to:

   (a) prohibit the Utility Companies from altering, refusing,
       or discontinuing services on account of unpaid prepetition
       invoices or prepetition claims;

   (b) deem the Utility Companies to have adequate assurance
       of future payment, but establish a procedure for Utility
       Companies to request that the Debtors provide additional
       adequate assurance of future payment;

   (c) authorize, but not direct, the Debtors to pay prepetition
       amounts owing to a Utility, and provide that if a Utility
       Company accepts the payment, the Utility Company will be
       deemed to be adequately assured of future payment and to
       have waived any right to seek additional adequate
       assurances in the form of a deposit or otherwise;

   (d) provide that if a Utility Company timely and properly
       requests from the Debtors additional adequate assurance
       that the Debtors believe is unreasonable, and the Debtors
       are unable to resolve the request consensually with the
       Utility Company, then on the request of the Utility
       Company, the Debtors will file a motion for determination
       of adequate assurance of payment and obtain a hearing
       thereon;

   (e) provide that any Utility Company having made a request
       for additional adequate assurance of payment, will be
       deemed to have adequate assurance of payment until the
       Court enters a final order in connection with the request,
       finding that the Utility Company is not adequately assured
       of future payment; and

   (f) provide that any Utility Company that does not timely,
       and in writing, request additional adequate assurance of
       payment, will be deemed to be adequately assured of
       payment under Section 366(b) of the Bankruptcy Code.

The Debtors further obtained Judge Walrath's permission to require
Utility Companies to include with any request for additional
adequate assurance of payment:

   (1) the account number of each account for which the Utility
       Company is seeking additional adequate assurance;

   (2) the outstanding balance of each account for which the
       Utility is seeking additional adequate assurance; and

   (3) a summary of the Debtors' payment history.

The Utility Companies will be given time to make their requests
for adequate assurance to the Debtors.  Requests must be served
both on the Debtors and on their counsel.

                      *     *     *

In a Bridge Order, Judge Walrath extends the deadline for the
Debtors to provide Utility Companies adequate assurance until the
conclusion of that hearing.

Section 366(b) of the Bankruptcy Code provides that utilities may
alter, refuse or discontinue service if a debtor fails to provide
adequate assurance of payment for service within 20 days after
the Petition Date.

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


AVADO BRANDS: Taps AP Services to Provide Temporary Employees
-------------------------------------------------------------
Avado Brands, Inc., and its debtor-affiliates ask for approval
from the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, to retain and employ AP Services, LLP as their
Crisis Managers.  

AP Services will provide temporary employees to the Debtors to
assist them in their restructuring in these chapter 11 cases.  As
agreed, AP Services will provide Kevin J. Leary as its
representative to serve as Interim Chief Executive Officer and
Michael Feder as its representative to serve as Chief
Restructuring Officer of the Debtors.

In their capacities, the Officers will assist the Debtors in their
operations with an objective of restructuring the company and
managing the restructuring efforts, including negotiating with
parties in interest, and coordinating the "working group" of the
employees and external professionals who are likewise assisting in
the restructuring.

AP Services' professionals currently bill at rates ranging from:

      Professional                  Billing Rate
      ------------                  ------------
      Principals                    $540 - $670 per hour
      Senior Associates             $430 - $495 per hour
      Associates                    $300 - $390 per hour
      Accountants and Consultants   $225 - $280 per hour
      Analysts                      $150 - $180 per hour

Additionally, APS will be compensated for its efforts by the
payment of a $2,675,000 contingent success fee  

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


AVOTUS CORP: Jefferson Now Owns Majority Stake After Investment
---------------------------------------------------------------
Avotus Corporation (TSX Venture: AVS) announced that Jefferson
Partners has invested a further $310,227 (C$413,636) in the
Company by way of Series B convertible debentures. This funding
was made pursuant to the option granted by the Company to allow
Jefferson to invest up to an additional C$6 million (US
$4,500,000) in addition to the completion of the Company's
$4,500,000 (C$6 million) Series A convertible debenture financing
announced on April 22, 2003. With the completion of this
transaction, Jefferson has now exercised its full option.

Jefferson immediately exercised its option to convert the
convertible debenture into convertible preferred shares of the
Company. The conversion was effected in two tranches. The first
tranche of $165,634 (C$220,845) was converted into convertible
preferred shares at $0.185 per share for 1,193,757 shares and the
second tranche of $144,593 (C$192,791) was converted into
convertible preferred shares at $0.416 per share for 463,440
shares.

The proceeds of the financing will be used for general working
capital purposes. Jefferson now owns on a fully diluted basis
approximately 55% of Avotus.

Avotus provides solutions that dramatically reduce the cost and
complexity of enterprise communications. Intelligent
Communications Management(TM) is Avotus' unique model for a
single, actionable environment that enables any company to bring
together decision-critical information about communications
expenses, infrastructure, and systems usage. Avotus is empowering
Fortune 500 companies as well as more than 3,000 organizations
worldwide to gain insight into and control over their
communications environment. Whether deployed as an onsite or
hosted application, or as a completely outsourced value-added
solution, Avotus improves productivity and efficiency while
enabling dramatic savings. For more information, visit
http://www.avotus.com/  

The company's September 30, 2003, balance sheet reports a working
capital deficit of about $13.7 million while net capital deficit
tops $15 million.


BANC OF AMERICA: Fitch Rates Classes B-4 & B-5 Notes at Low-Bs
--------------------------------------------------------------
Banc of America Mortgage Securities, Inc., Series 2004-B mortgage
pass-through certificates, classes 1-A-1, 1-A-R, 1-A-LR, 2-A-1,
and 2-A-2, (senior certificates, $681,866,100) are rated 'AAA' by
Fitch Ratings. In addition, Fitch rates class B-1 ($9,481,000)
'AA', class B-2 ($4,214,000) 'A', class B-3 ($2,809,000) 'BBB',
class B-4 ($1,404,000) 'BB', and class B-5 ($1,053,000) 'B'. The
class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.90%
subordination provided by the 1.35% class B-1, the 0.60% class B-
2, the 0.40% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.20% privately offered
class B-6. The ratings on class B-1, B-2, B-3, B-4, and B-5
certificates reflect each certificates' respective level of
subordination.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc. (rated 'RPS1' by Fitch) and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of two groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 1,292 loans and an
aggregate principal balance of $702,232,544. The two loan groups
are cross-collateralized.

Group 1 consists of 3/1 hybrid ARM mortgage loans. After the
initial fixed interest rate period of three years, the interest
rate will adjust annually based on the sum of One-Year LIBOR index
and the gross margin specified in the applicable mortgage note. As
of the cut-off date, February 1, 2004, the group has an aggregate
principal balance of approximately $65,209,159 and a weighted
average remaining term to maturity of 356 months. The weighted
average original loan-to-value ratio for the mortgage loans is
approximately 71.73%. Rate/term and cashout refinances account for
45.29% and 11.99% of the loans in Group 1, respectively. The
weighted average FICO credit score for the group is 736. Second
home and investor-occupied properties comprise 5.79% and 0.67% of
the loans in Group 1, respectively. The state that represents the
largest geographic concentration of mortgaged properties is
California (64.86%), while all other states represent less than 5%
of the outstanding balance of the pool.

Group 2 consists of 5/1 hybrid ARM mortgage loans. After the
initial fixed interest rate period of five years, the interest
rate will adjust annually based on the sum of One-Year LIBOR index
and the gross margin specified in the applicable mortgage note.
Approximately 69.24% of Group 2 loans are Net 5 mortgage loans,
which require interest-only payments until the month following the
first adjustment date. As of the cut-off date, the group has an
aggregate principal balance of approximately $637,023,386 and a
weighted average remaining term to maturity of 359 months. The
weighted average OLTV for the mortgage loans is approximately
68.24%. Rate/term and cashout refinances account for 42.60% and
11.39% of the loans in Group 2, respectively. The weighted average
FICO credit score for the group is 737. Second home and investor-
occupied properties comprise 6.84% and 0.88% of the loans in Group
2, respectively. The states that represent the largest geographic
concentration of mortgaged properties are California (69.03%) and
Florida (5.11%), while all other states represent less than 5% of
the outstanding balance of the pool.

Approximately 74.27% and 67.17% of the group 1 and 2 mortgage
loans, respectively, were originated under the Accelerated
Processing Programs. Loans in the Accelerated Processing Programs
(which include, among others, the All-Ready Home and Rate
Reduction Refinance programs) are subject to less stringent
documentation requirements.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits (REMICs). Wells
Fargo Bank, National Association will act as trustee.


CENTURY CARE: U.S. Trustee Will Meet with Creditors on March 16
---------------------------------------------------------------
The United States Trustee will convene a meeting of Century Care
of America, Inc.'s creditors at 10:30 a.m., on March 16, 2004, in
Austin Room 118 at Homer Thornberry Building, 903 San Jacinto,
Austin, Texas 78701. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in 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.


CITICORP MORTGAGE: Fitch Takes Rating Actions on 6 Securitizations
------------------------------------------------------------------
Fitch Ratings has upgraded 25 & affirmed eighteen classes of
Citicorp Mortgage Securities, Inc. (CMSI) residential mortgage-
backed certificates, as follows:

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-1

        --Class A affirmed at 'AAA';
        --Class B-1 upgraded to 'AAA' from 'AA';
        --Class B-2 upgraded to 'AAA' from 'A';
        --Class B-3 upgraded to 'AA+' from 'BBB';
        --Class B-4 upgraded to 'A+' from 'BB';
        --Class B-5 upgraded to 'BBB-' from 'B'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-7 Pool 1

        --Class IA affirmed at 'AAA';
        --Class B-1 upgraded to 'AAA' from 'AA';
        --Class B-2 upgraded to 'AA+' from 'A';
        --Class B-3 upgraded to 'A+' from 'BBB';
        --Class B-4 upgraded to 'BBB' from 'BB';
        --Class B-5 upgraded to 'BB' from 'B'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-7 Pool 2

        -- Class IA affirmed at 'AAA'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-8 Pool 1

        --Class IA affirmed at 'AAA';
        --Class B-1 upgraded to 'AAA' from 'AA';
        --Class B-2 upgraded to 'AA' from 'A';
        --Class B-3 upgraded to 'A+' from 'BBB';
        --Class B-4 upgraded to 'BBB' from 'BB';
        --Class B-5 upgraded to 'BB' from 'B'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-8 Pool 2

        --Class IIA affirmed at 'AAA'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-8 Pool 3

        --Class IIIA affirmed at 'AAA'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-9 Pool 1

        --Class IA affirmed at 'AAA';
        --Class B-1 upgraded to 'AAA' from 'AA';
        --Class B-2 upgraded to 'A+' from 'A';
        --Class B-3 upgraded to 'BBB+' from 'BBB';
        --Class B-4 upgraded to 'BB+' from 'BB';
        --Class B-5 upgraded to 'B+' from 'B'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-9 Pool 2

        --Class IIA affirmed at 'AAA'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-10 Pool 1

        --Class IA affirmed at 'AAA';
        --Class B-1 affirmed at 'AA';
        --Class B-2 affirmed at 'A';
        --Class B-3 affirmed at 'BBB';
        --Class B-4 affirmed at 'BB';
        --Class B-5 affirmed at 'B'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-10 Pool 2

        --Class IIA affirmed at 'AAA'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-11 Pool 1

        --Class IA affirmed at 'AAA';
        --Class B-1 upgraded to 'AA+' from 'AA';
        --Class B-2 upgraded to 'A+' from 'A';
        --Class B-3 upgraded to 'BBB+' from 'BBB';
        --Class B-4 upgraded to 'BB+' from 'BB';
        --Class B-5 upgraded to 'B+' from 'B'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-11 Pool 2

        --Class IIA affirmed at 'AAA'.

Citicorp Mortgage Securities, Inc., mortgage pass-through
certificates, series 2002-11 Pool 3

        --Class IIA affirmed at 'AAA'.

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


CKG ENERGY INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CKG Energy Incorporated
        10713 Ranch Road 620 North
        Building F, Suite 621
        Austin, Texas 78726

Bankruptcy Case No.: 04-10950

Type of Business: The Debtor is a Well Operator Company.

Chapter 11 Petition Date: February 19, 2004

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Stephen A. Roberts, Esq.
                  Strasburger & Price, L.L.P.
                  600 Congress Avenue, Suite 2600
                  Austin, TX 78701
                  Tel: 512-499-3600
                  Fax: 512-499-3660

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Fleet                         Trade Debt                $467,322
P.O. Box 231
Cisco, TX 76437

Key Energy                    Trade Debt                $404,441
P.O. Box 676364
Dallas, TX 75267-6364

Basic Energy Services         Trade Debt                $306,802
P.O. Box 5275
Hobbs, NM 88241

Dan McCoy                     Trade Debt                $125,000

Apache Tubular                Trade Debt                $112,830

Baker Hughes Inc.                                       $109,860

Wood Group ESP                Trade Debt                $107,854

Nova                          Trade Debt                 $90,113

VMJ Oilfield Service, Inc.                               $82,602

24/7                          Trade Debt                 $78,000

United Drilling               Trade Debt                 $76,394

Quadco, Inc.                  Trade Debt                 $75,094


United Drilling               Trade Debt                 $73,938
(Standby Charges)

Joe's Well Service                                       $73,666
Penrock Oil

Eddins-Walcher                                           $70,537

Two-State                     Trade Debt                 $70,283

Compulog                      Trade Debt                 $69,555

Fleet Cementers, Inc.         Trade Debt                 $66,493

Smith International           Trade Debt                 $66,355

Whitaker                      Trade Debt                 $66,318


CONE EDITIONS: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cone Editions Press, Ltd.
        P.O. Box 51
        East Topsham, Vermont 05076

Bankruptcy Case No.: 04-10148

Type of Business: The Debtor is the world's first digital
                  printmaking studio. See
                  http://www.coneeditions.com/

Chapter 11 Petition Date: February 2, 2004

Court: District of Vermont (Rutland)

Judge: Colleen A. Brown

Debtor's Counsel: Richard A. Scholes, Esq.
                  P.O. Box 1466
                  Montpelier, VT 05601-1466
                  Tel: 802-223-1111
                  Fax: 802-223-4305

Total Assets: $952,353

Total Debts:  $1,407,386

Debtor's 14 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Shea, McNitt & Carter         Legal services            $133,646

R9                            Software license           $60,300

Sundance Image Technology,    Ink                        $33,303
Inc.

Mack Barclay, Inc.            Expert witness             $16,555

ANW Crestwood                 Printing paper              $2,264

George DeWolfe                Expert witness              $1,788

Preston                       Advertising                 $1,568

Bill Bergh                    Expert witness              $1,500

Legion Paper                  Printing paper              $1,184

Bryan McPherson, CPA          Accounting services           $748

American Express              Credit card                   $724

Markus Brakhan, Esq.          Legal services                $521

Charles Morgan, CPA           Accounting services           $175

American Express              Credit card                    $76


DDI CORP: Reorganized Company Reports Q4 & Year-End 2003 Results
----------------------------------------------------------------
DDi Corp. (OTC Bulletin Board: DDIO.OB), a leading provider of
technologically advanced engineering and manufacturing services,
announced financial results for the fourth quarter and fiscal year
ended December 31, 2003.

                          Overview

On December 2, 2003, the United States Bankruptcy Court for the
Southern District of New York confirmed DDi's Plan of
Reorganization and on December 12, 2003, DDi reorganized and
emerged from bankruptcy. In connection with the Company's
emergence from bankruptcy, DDi and its consolidated subsidiaries
have adopted "fresh-start" accounting principles prescribed by the
American Institute of Certified Public Accountants' Statement of
Position 90-7 ("SOP 90-7"), "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" effective November 30,
2003. Under fresh-start accounting, a new reporting entity, known
as "Reorganized DDi," is deemed to be created, and the recorded
amounts of assets and liabilities are adjusted to reflect their
fair value. Accordingly, the consolidated financial statements for
Reorganized DDi for the period from December 1, 2003 to December
31, 2003, and all subsequent periods, will reflect the Company's
emergence from Chapter 11 and will be prepared utilizing the
principles of fresh start reporting contained in SOP 90-7. As a
result, the reported historical financial statements of the
Company for periods prior to December 1, 2003 generally may not be
fully comparable to those of Reorganized DDi.

As required by SOP 90-7, the fourth quarter financial results have
been separately presented under the heading "Predecessor DDi" for
the period from October 1, 2003 through November 30, 2003 and
"Reorganized DDi" for the period from December 1, 2003 through
December 31, 2003. The total operating results for the fourth
quarter 2003, can be derived by adding the amounts under the
columns for the two months ended November 30, 2003 and the one
month ended December 31, 2003. The total operating results for the
fiscal year ended December 31, 2003, can be derived by adding the
amounts under the columns for the eleven months ended November 30,
2003 and the one month ended December 31, 2003. The financial
discussions below address the calendar quarter and year ended
December 31, 2003 by providing comparisons with earlier full-
quarter and year periods in 2002.

"In 2003, we successfully completed our financial restructuring,"
stated Bruce McMaster, president and chief executive officer of
DDi. "The restructuring significantly improved our capital
structure, reducing our total outstanding debt by $200 million and
our annual cash interest expense by more than $11 million."

                 Fourth Quarter Results

The Company reported fourth quarter 2003 net sales of $65.8
million, a 3% increase compared to net sales of $63.9 million for
the fourth quarter 2002. The increase in net sales reflects a 20%
growth rate in net sales relating to DDi's worldwide PCB sales.
The increase in net sales was largely offset by: (i) lower sales
in the Company's San Jose assembly operation, resulting from the
timing of customer production needs in the fourth quarter 2002 and
(ii) the sale/closure of non-core operations in the fourth quarter
2002 and second quarter 2003, which reduced sales by nearly $2
million.

Net sales increased by $6.3 million (or 11%) from the third
quarter to the fourth quarter 2003, reflecting a continued
increase of demand for PCB products in North America. Of the total
sequential increase in net sales of PCBs, North American
operations experienced a 19% growth rate in net sales and its
DDi's European operations achieved an 8% growth rate in net sales.
Excluding the impact of foreign exchange rate changes, however,
the DDi European operations experienced a 4% decline in net sales
due to increased selectivity in pursuing new business
opportunities and due to seasonality.

Gross profit for the fourth quarter 2003 was $2.9 million (4% of
net sales) as compared to $0.2 million (0% of net sales) for the
fourth quarter 2002. Excluding non-cash compensation charges and
amortization of intangibles totaling $8.0 million, gross profit
for the fourth quarter 2003 would have been $10.9 million (17% of
net sales). Fourth quarter 2003 gross profit decreased
sequentially, from $6.6 million (11% of sales) in the third
quarter 2003 due to the non-cash compensation charges and
amortization of intangibles. Excluding non-cash compensation
charges and amortization of intangibles, gross profit would have
increased by $4.3 million (or 65%) from the third quarter 2003.

McMaster continued, "In the fourth quarter, we reported
significant improvements in gross profit and gross margin,
excluding non-cash compensation charges and amortization of
intangibles, from the previous quarter, and from the fourth
quarter of 2002. This was primarily due to increased demand and
the benefits of operational improvements made in late 2002 and
during 2003, which substantially enhanced our operating leverage
and capacity planning. Furthermore, refinements to our information
systems have helped us to more effectively identify customer
opportunities that utilize our core competencies".

Total sales and marketing expenses for the fourth quarter 2003
were $6.2 million (9% of net sales) as compared to $5.3 million
(8% of net sales) for the fourth quarter 2002. Excluding non-cash
compensation charges of $2 million, other sales and marketing
expenses for the fourth quarter 2003 were $4.2 million (6% of net
sales). The decrease in other sales and marketing expenses
reflects the Company's continued cost control efforts. Total
general and administrative expenses for the fourth quarter 2003
were $5.9 million, as compared to $3.6 million for the
corresponding period in 2002. Excluding non-cash compensation
charges of $1.7 million, other general and administration expenses
were $4.2 million. Other general and administration expenses
represented approximately 6% of net sales in each period.

Adjusted EBITDA, as adjusted for significant charges to results
from operations, losses and gains, for the fourth quarter 2003 was
$7 million as compared to the previously reported $(2.8) million
in fourth quarter 2002. The increase is due to higher gross profit
and a decrease in other sales and marketing expenses. Adjusted
EBITDA for the fourth quarter 2003 is the sum of GAAP net income
for Predecessor DDi for the two months ended November 30, 2003 and
GAAP net loss for Reorganized DDi for the one month ended December
31, 2003, adjusted for the following: (i) interest expense of $3.1
million; (ii) restructuring, reorganization and reorganization
proceeding expenses of $13.4 million; (iii) goodwill impairment of
$9.2 million; (iv) gain on extinguishment of debt of $120.4
million; (v) amortization of intangibles of $1.6 million; (vi)
non-cash stock compensation of $10.6 million; (vii) depreciation
of $4.4 million; and (viii) tax expense of $1 million.

In the fourth quarter 2003, DDi recorded a non-recurring gain of
$120.4 million resulting from the extinguishment of debt in
connection with the completion of its financial restructuring. The
fourth quarter 2003 results also include several individually
significant charges relating to implementing DDi's financial
restructuring ("Reorganization charges"), granting restricted
stock and options in connection with a management equity incentive
plan ("Non-cash compensation"), writing down a portion of the
goodwill associated with the Company's European divisions ($9.2
million) in accordance with SFAS 142, and amortizing intangibles
that arose from the adoption of fresh-start accounting ($1.6
million). Reorganization charges ($12.1 million) consist
principally of professional fees and the write-off of debt issue
costs associated with the extinguishment of the Company's former
subordinated bond debt. Non-cash compensation expense (totaling
$10.6 million) is reflected as a component of cost of goods sold
($6.9 million), sales and marketing expenses ($2 million), and
general and administration expenses ($1.7 million).

Net interest expense for the fourth quarter 2003 decreased to $3.1
million, from $6.2 million for the corresponding period in 2002.
The decrease in net interest expense is due principally to the
termination of periodic interest charges on the Company's 5.25%
and 6.25% Convertible Subordinated Notes since August 20, 2003
(the date of the filing of the DDi Corp. and DDi Capital Corp.
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code).

In the fourth quarter 2003, the Company recorded net tax expense
of $1 million. This expense reflects the recording of European tax
items and valuation allowances applied to both U.S. and European
deferred tax assets that would otherwise have been recorded for
the quarter. Such allowances were based upon management's
expectation that the deferred tax assets would not likely be
realized.

The Company reported net income of $84.2 million for the fourth
quarter 2003, compared to a net loss of $173.1 million for the
fourth quarter 2002. The improvement is primarily the result of
the gain on the extinguishment of debt (partially offset by
significant charges, as described above) in the current quarter.
In the fourth quarter 2002, significant charges relating to the
impairment of goodwill and the establishment of valuation
allowances against deferred tax assets contributed significantly
to the net loss. To a lesser extent, the year-over-year
improvement also reflects a higher level of gross profit,
resulting from a strengthening of demand.

DDi reported an adjusted net loss of $0.3 million, or $(0.01) per
diluted share (using 26,850,958 shares based on shares outstanding
and potentially dilutive shares at December 31, 2003), for the
fourth quarter 2003, as compared to the previously reported
adjusted net loss of $7.7 million, or $(0.16) per diluted share,
for the comparable period of 2002. For the fourth quarter 2003,
adjusted net income was the sum of GAAP net income for Predecessor
DDi for the two months ended November 30, 2003 and GAAP net loss
for Reorganized DDi for the one month ended December 31, 2003,
adjusted for the following, net of tax items: (i) restructuring,
reorganization and reorganization proceeding expenses of $13.3
million; (ii) goodwill impairment of $9.2 million; (iii) gain on
extinguishment of debt of $120.4 million; (iv) amortization of
intangibles of $1.6 million; (v) non-cash stock compensation of
$10.0 million; and (vi) tax valuation and other tax charges of
$1.9 million. Since DDi's outstanding shares for Predecessor DDi
and Reorganized DDi are not comparable because new shares were
issued as part of DDi's financial restructuring, GAAP earnings per
share for the fourth quarter 2003 cannot be calculated.

                  Year-end 2003 Results

For the year ended December 31, 2003, net sales were $243.1
million, compared to $248.8 million for the corresponding period
in 2002. The decrease in net sales is primarily attributable to
the disposition of several non-core operations in the latter part
of 2002, which reduced sales by approximately $22 million. Net
sales were also impacted by the acquisition of Kamtronics Limited,
which contributed approximately $16 million in additional revenue.
Excluding the impact of the business acquisition and facilities
dispositions, net sales would have been flat.

Gross profit for 2003 was $15.9 million (7% of net sales), as
compared to $15.8 million (6% of net sales) for 2002. Gross profit
for both periods reflected restructuring-related inventory
impairments ($1.7 million for 2003 and $3.5 million for 2002).
Gross profit for 2003 also included non-cash compensation charges
and amortization of intangibles totaling $8.0 million. Excluding
the restructuring-related inventory impairments and the 2003 non-
cash compensation charges and amortization of intangibles, gross
profit would have been $25.6 million for 2003 (11% of net sales),
as compared to $19.2 million (8% of net sales) for 2002. The
increase in gross profit resulted principally from operational
restructuring initiatives undertaken in the fourth quarter 2002
and the second quarter 2003.

Total sales and marketing expenses for 2003 were $19.8 million (8%
of net sales), as compared to $23 million (9% of net sales) for
2002. Excluding non- cash compensation charges of $2 million,
other sales and marketing expenses were $17.8 million (7% of net
sales). The decrease in other sales and marketing expenses
reflects the Company's continued cost control efforts and, to a
lesser extent, the decrease in net sales. Total general and
administrative expenses for 2003 were $18.4 million, as compared
to $16.5 million for 2002. Excluding non-cash compensation charges
of $1.7 million, other general and administration expenses were
$16.7 million, as compared to $16.5 million for 2002. Other
general and administration expenses represented approximately 7%
of net sales for each period.

Adjusted EBITDA, as defined above, for 2003 was $9.7 million, as
compared to previously reported $0.9 million in 2002. The increase
is due to higher gross profit and a decrease in other sales and
marketing expenses. Adjusted EBITDA for 2003 is the sum of GAAP
net income for Predecessor DDi for the eleven months ended
November 30, 2003 and GAAP net loss for Reorganized DDi for the
one month ended December 31, 2003, adjusted for the following: (i)
interest expense of $19.8 million; (ii) restructuring,
reorganization and reorganization proceeding expenses of $30.7
million; (iii) goodwill impairment of $11.6 million; (iv) gain on
extinguishment of debt of $120.4 million; (v) amortization of
intangibles of $1.6 million; (vi) non-cash stock compensation of
$10.6 million; (vii) depreciation of $18.5 million; (viii) loss on
interest rate swap termination of $5.6 million; and (ix) a tax
benefit of $0.3 million.

DDi reported net income of $32.1 million for 2003, as compared to
a net loss of $288.1 million for 2002. The improvement was
primarily the result of a $120.4 million gain on the
extinguishment of debt (partially offset by significant charges,
as described above) in 2003, as compared to 2002, in which
significant charges such as the impairment of goodwill,
restructuring charges (both financial and operational), and the
establishment of valuation allowances against deferred tax assets
contributed significantly to a net loss. To a lesser extent, the
year-over-year improvement also reflects a higher level of gross
profit, resulting from a strengthening of demand.

                         Liquidity

In December 2003, DDi Corp. emerged from its pre-negotiated
Chapter 11 restructuring. As a result of this restructuring, DDi
significantly reduced its indebtedness and periodic interest
costs. As of December 31, 2003, total cash, cash equivalents and
marketable securities were $18.7 million, an increase of $4.4
million from the comparable balance (including restricted cash) at
the beginning of the quarter. This increase resulted primarily
from positive cash flows from operations, including the impact of
effective working capital management.

In January 2004, DDi raised gross proceeds of approximately $16
million of equity capital through a private placement. The
proceeds of the transaction were partially used to reduce
outstanding debt, with the remainder to be used for placement
fees, offering expenses and for general corporate purposes.

                First Quarter 2004 Outlook

McMaster concluded, "As we look to the first quarter of 2004, we
anticipate net sales to be between $67 million and $70 million as
a result of strengthening of end market demand in North America
and Europe. We expect our adjusted net operating results (GAAP net
income (loss) adjusted for, on a net of tax basis, significant
items and non-cash charges) to be near breakeven."

                    About DDi Corp.

DDi is a leading provider of time-critical, technologically
advanced, electronics manufacturing services. Headquartered in
Anaheim, California, DDi and its subsidiaries offer fabrication
and assembly services to customers on a global basis, from its
facilities located across North America and in England.


DIRECTV: Cisneros Group Reaffirms Commitment after Restructuring
----------------------------------------------------------------
Following DIRECTV Latin America's recent announcement that it has
successfully completed its restructuring process and emerged from
Chapter 11, the Cisneros Group of Companies - which holds a 14.1%
ownership stake in the business - has reaffirmed its continued
commitment to the success and growth of DIRECTV Latin America.

The Cisneros Group of Companies believes the restructuring process
has provided DIRECTV Latin America a stronger foundation given
current market conditions, without compromising the delivery of
excellent services to Latin American consumers.

In response to questions about the possibility of combining the
SKY and DIRECTV satellite platforms in Latin America, Gustavo
Cisneros, Chairman of the Cisneros Group of Companies, indicated
that "a merger between DIRECTV and SKY had been contemplated over
two years ago when Rupert Murdoch first attempted to acquire
control of Hughes. However, as we all know, at the last minute
Charles Ergen of Echostar presented a more attractive offer to the
Board of General Motors, which was accepted, but not finalized,
because it did not receive the approval of the U.S. regulatory
authorities."

Cisneros added, "DIRECTV can now focus on future achievements with
its timely emergence from Chapter 11. The restructured DTVLA is in
an excellent position to compete in the Latin American pay TV
market. Going forward, I am sure all options will be considered to
optimize the long-term business model, but at this time there are
no discussions or agreements in place to merge or otherwise
combine SKY with DIRECTV."

As previously reported, DIRECTV Latin America filed for Chapter 11
protection March 11, 2003 in order to aggressively address its
financial and operating challenges. The filing only affected the
U.S. entity and did not include any of the operating companies in
Latin America and the Caribbean.


DOMAN INDUSTRIES: Interfor Proposes to Acquire Certain Assets  
-------------------------------------------------------------
Doman Industries Limited announced that a proposal to acquire
selected Doman assets and to enable the restructuring of Doman's
financial obligations has been presented to Doman by International
Forest Products Limited. The proposal is subject to due diligence,
regulatory approval and final creditor approval. Discussions with
Interfor leading to the proposal being presented to Doman were
undertaken and supervised by Doman's Special Committee.

Interfor's proposal, if finalized in its currently proposed form,
may provide a comprehensive solution to Doman's restructuring
needs. Accordingly, Doman intends to make an application to the
Court on Tuesday, March 2, 2004, seeking an extension of its stay
of proceedings under the Companies' Creditors Arrangement Act to
allow time for the proposal to be further developed, and to
continue with its existing efforts to finalize a restructuring
plan based upon a term sheet submitted to the Court by certain
unsecured noteholders.

During the proposed extension period, Doman will attempt to
perfect the Interfor proposal and will also continue to work with
the unsecured noteholder group to develop a restructuring plan
based on the unsecured noteholder group term sheet. The Company
intends to continue discussions with both the unsecured noteholder
group and Interfor with a view to developing a consensual
restructuring plan for presentation to Doman's unsecured
creditors.

The Company is also continuing its efforts to identify an
independent restructuring plan for the Port Alice Pulp Mill, to
allow the continued operation of that Mill.

Under Interfor's proposed plan, Interfor would acquire four of
Doman's coastal sawmills, including its remanufacturing plant, and
certain timberlands and forest tenures, representing an annual
allowable cut of approximately 2.7 million cubic meters. In
return, Doman would receive C$280 million in cash to repay in full
the monies owed to its secured noteholders. Doman's existing
shareholders would be eligible to receive Interfor Class A shares
in exchange for their existing Doman shares representing
approximately 850,000 Interfor shares.

Under Interfor's proposed plan, the restructured Doman would
retain the balance of Doman's existing wood products business and
the Company's pulp operations. In addition, Interfor would lend
restructured Doman C$25 million to fund working capital
requirements. Restructured Doman would emerge as a smaller,
integrated forest products company with no long-term debt, other
than the loan from Interfor and certain notes proposed for the
unsecured creditors.

If the plan proposed by Interfor was approved by Doman's unsecured
creditors and the Court, Doman's unsecured creditors would
receive:

    - securities in a restructured Doman which could include notes
      and 90% of the equity

    - Interfor warrants worth C$25 million

    - an opportunity to participate on a priority basis in an
      Interfor equity offering.

Interfor President and CEO Duncan Davies said this plan should be
attractive to all parties.  

"The proposal is consistent with Interfor's vision of building a
world-class, globally competitive forest products company and is
an important step in the revitalization of the Coastal industry,"
Davies said.  

"We believe the plan provides better recovery for unsecured and
trade creditors as well as value for Doman shareholders. It also
creates the best opportunity to stabilize employment and to
provide greater certainty in the communities where Doman
currently operates," said Davies.

Interfor is one of Western Canada's largest logging and
sawmilling companies producing a diversified range of quality
wood products for sale to world markets. Interfor harvests timber
and manufactures and markets lumber products, logs and wood
chips. The company has 37 logging operations and six sawmills in
the southern coastal region of British Columbia in addition to a
logging operation and sawmill in the central Interior. Interfor
also operates a number of value-added remanufacturing and
specialty products facilities.

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and
NBSK pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


DRESSER INC: S&P Rates Proposed $125 Million Term Loan at B+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating on
Dresser Inc.'s proposed $125 million, senior unsecured, six-year
term loan. Standard & Poor's based the ratings on a highly
leveraged financial profile, partially offset by the company's
solid market position in its core business lines and improving
operating performance. Dresser's primary business segments are
designing and manufacturing equipment for the energy industry.

The rating is one notch below Dresser's 'BB-' corporate credit
rating and senior secured rating, reflecting significant amount of
secured debt that enjoys a priority position over the new senior
unsecured term loan. At the same time, Standard & Poor's affirmed
its existing 'BB-' corporate credit and senior secured rating and
'B' subordinated note rating. The outlook is stable. Dallas,
Texas-based Dresser will use proceeds from the loan to refinance
existing debt. Total debt outstanding is about $925 million.

Dresser operates in three business segments: design and
manufacture of valves and actuators (about 60% of revenues) for
the oil and gas, petrochemical, and power generation industries;
supply and service of retail fuel measurement systems (about 20%
of revenues); and design and manufacture of natural gas-fueled
engines used in natural gas compression and distributed-power
generation, and rotary and centrifugal blowers (about 20% of
revenues). Energy infrastructure spending and aftermarket products
generate over 85% of Dresser's revenues, and services account for
roughly 25% of revenues.

Worldwide energy consumption drives long-term demand for Dresser's
products and services. Demand in the short term is largely a
function of the capital expenditure levels of large energy
companies. Operating performance lagged for much of 2003, largely
due to weaker end-market conditions in the first half of 2003.
Still, sales growth resumed in the latter part of 2003. Standard &
Poor's expects operating performance to markedly improve in 2004
as management reaps the benefits of its rationalization program,
which somewhat hindered financial performance in 2003.

"Standard & Poor's expects restructuring actions, such plant
consolidations, enhanced manufacturing processes and improved
material sourcing, to materially improve operating efficiency and
cash flow measures in the near term," credit analyst Andrew Watt
said.

Credit measures are weak for the rating, as pro forma for the
refinancing, debt to EBITDA is just over 5x and EBITDA interest
coverage for 2003 is just about 2x. Upon completion of the
refinancing, a modest amount of debt reduction, about $25 million,
occurs and bank loan maturities are extended. Despite weaker
profitability, cash flow generation remains adequate due to
improved working capital management. Dresser has manageable
capital requirements, which enable it to generate free cash flow,
even during normal industry downturns.

The stable outlook incorporates Standard & Poor's expectation that
operating performance and credit measures will materially improve
on a sequential basis throughout 2004. If credit measures do not
consistently improve throughout 2004, Standard & Poor's will
revise the outlook to negative.


DURATEK INC: Ashford Capital Discloses 9.4% Equity Stake
--------------------------------------------------------
Ashford Capital Management LP, beneficially owns 9.4% of the
outstanding common stock of Duratek Inc., represented by the
beneficial ownership of 1,273,300 shares of the Company's common
stock.  The foregoing percentage is calculated based on 13,577,922
shares of common stock reported to be outstanding as of November
4, 2003. Ashford Capital has sole voting and dispositive powers
over the total amount of stock held.

Duratek (S&P, BB- Corporate Credit Rating, Stable Outlook)
provides safe, secure radioactive materials disposition
and nuclear facility operations for commercial and government
customers. Its operations include radioactive material
characterization, processing, transportation, accident containment
and restoration services, and final disposition. The Department of
Energy-related contracts, which together with other federal
agencies, generate the majority of backlog and about 50% of the
company's revenues. The remaining part of the company's business
is derived from the commercial and utilities sectors. The Federal
Services and Commercial Services operations have long-term
contracts to provide engineering and technical services. The terms
of the contracts vary depending on the services required including
several with additional cost provisions and fixed fee structures.
The company capitalizes on its ability to provide a comprehensive
offering of low-level radioactive waste-related services.


DYNASTY OIL & GAS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dynasty Oil and Gas, L.L.C.
        P.O. Box 51188
        Midland, Texas 79710

Bankruptcy Case No.: 04-70118

Chapter 11 Petition Date: February 26, 2004

Court: Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: Roy Byrn Bass, Jr., Esq.
                  Harding, Bass et al.
                  P.O. Box 5950
                  Lubbock, TX 79408
                  Tel: 806-744-1100
                  Fax: 806-744-1170

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ENNIS CREEK: First Creditors' Meeting Scheduled for March 11
------------------------------------------------------------
The United States Trustee will convene a meeting of Ennis Creek
Development LLC's creditors at 2:30 p.m., on March 11, 2004, in
Logan Place West, 3249 Racquet Club Drive, Traverse City, Michigan
49684. This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Ann Arbor, Michigan, Ennis Creek Development LLC
filed for chapter 11 protection on February 11, 2004 (Bankr. W.D.
Mich. Case No. 04-01500).  Michael W. Donovan, Esq., at Varnum
Riddering Schmidt & Howlett represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed more than $10 million in both estimated
debts and assets.


ENRON CORP: Gets Nod to Start Pension Plan Termination Proceedings
------------------------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code, Enron
Corporation, Garden State Paper LLC, Enron Facility Services,
Inc. and San Juan Gas Company, Inc. sought and obtained the
Court's authority to:

   (a) commence the "standard termination" proceedings for the
       Debtors' defined benefit pension plans;

   (b) execute plan amendments in connection with the standard
       termination proceedings.

These pension plans are the Enron Corp. Cash Balance Plan, the
Garden State Plan, the EFS Plan, and the San Juan Plan.

The Court authorizes the Debtors to make contributions to the
Pension Plan in an aggregate amount of not more than
$200,000,000; provided, however, that the Debtors are not
obligated to contribute all or any portion of the Funding Amount
to the Pension Plans prior to receipt of a favorable
determination of the Internal Revenue Service that the Pension
Plans are tax-qualified as of the date of their termination.  
Furthermore, the Debtors are authorized to:

   (1) expend $185,000,000 of the Funding Amount without further
       Court order or consent of any party-in-interest in the
       Debtors' Chapter 11 cases;

   (2) upon 24 hours' notice to the Creditors Committee and the
       PBGC, expend up to an additional $15,000,000 for
       contributions to the Pension Plans; provided, however,
       that, if the Creditors Committee objects to the
       expenditure of the additional amount and the objection
       cannot be resolved within 24 hours, the Debtors will seek
       supplemental relief in respect of the additional amounts
       with the Court;

   (3) purchase commercial annuities, in accordance with
       applicable law, to provide for the future payment of
       benefits under the Pension Plans;

   (4) amend the Pension Plans as necessary or desirable to
       facilitate the termination of the Pension Plans and to
       comply with applicable law; provided, however, that, any
       amendment will not, without the Creditors Committee's
       consent, create liabilities which would increase
       liabilities under the Pension Plans more than $500,000
       above the relief the Court authorized; and, provided,
       further, that in connection therewith, the Debtors will
       obtain the prior written consent of the Creditors
       Committee, which consent will not be unreasonably
       withheld, with respect to any amendments which,
       individually or in the aggregate, would result in any
       increase in the liabilities under the Pension Plans
       above the $200,000,000 authorized by the Court; and

   (5) amend the Pension Plans to provide for the full vesting
       of accrued benefits under the Pension Plans; provided,
       however, that the adoption of any amendment will not
       become effective until the Debtors will have received a
       favorable determination of the Secretary of the Treasury
       that the amendment complies with Section 401(a)(33) of
       the Tax Code. (Enron Bankruptcy News, Issue No. 99;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Reaches Settlement with Osprey Trust Noteholders
------------------------------------------------------------
Enron has reached a settlement resolving certain claims and
disputes relating to notes issued by the Osprey Trust, the
stakeholders of which are third parties. Proceeds of the notes had
been invested in interests in Whitewing Associates, L.P. and its
general partner, Whitewing Management LLC. Enron also owns
interests in and manages Whitewing, which holds interests worth an
estimated $855 million to $1.25 billion in various domestic and
international assets, plus approximately $3.0 billion in claims
against Enron. As a result of the settlement, Enron indirectly
will wholly own these interests.

Under the settlement, Enron will receive the interests of the
Osprey Trust in Whitewing and certain releases, and holders of
approximately $2.4 billion of notes issued by the Osprey Trust
will receive a $3.6 billion allowed claim against Enron in its
bankruptcy, a $75 million cash payment and certain releases. Enron
also will dismiss certain settling parties from its pending
litigation against Whitewing to recover preferential payments.

Upon closing of the settlement, Enron will be Whitewing's sole
owner. The settlement will enable Enron to dispose of interests in
assets held by Whitewing and implement transactions that are part
of Enron's reorganization plan, including the establishment of
Prisma Energy International. Whitewing has interests in several
European power projects; a power distribution company and a
natural gas distribution company in South America; the Bammel gas
storage facility in Texas; North American exploration and
production, power and technology companies; and approximately $242
million in escrowed proceeds from the sale of asset interests.

"We are pleased to have reached an important settlement that will
allow Enron to move forward with planned asset sales and the
establishment of Prisma Energy International," said Stephen F.
Cooper, acting CEO of Enron.

Enron has filed a motion with the U.S. Bankruptcy Court seeking
approval of the settlement. The parties to the settlement are
Enron; the Official Committee of Unsecured Creditors appointed in
Enron's bankruptcy case; beneficial holders of more than 50% in
principal amount of notes issued by the Osprey Trust, namely
various investment funds and accounts managed by four investment
managers: Oaktree Capital Management, LLC, AEGON USA Management
Company LLC, Pacific Investment Management Company LLC, and
Principal Global Investors, LLC, together with National Indemnity
Company, a subsidiary of Berkshire Hathaway Inc.; The Bank of New
York, in its capacity as Indenture Trustee of the Osprey Notes and
Securities Intermediary of the Osprey Trust; and Whitewing and
certain of its subsidiaries.

Enron's Internet address is http://www.enron.com/


ESCHELON TELECOM: S&P Junks Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to Minneapolis, Minnesota-based competitive local
exchange carrier Eschelon Telecom Inc. In addition, a 'CCC+'
rating was assigned to the $100 million senior notes due 2010
issued under Rule 144A with registration rights by Eschelon
Operating Co., a wholly owned subsidiary of Eschelon.

Proceeds from the notes will be used to refinance bank debt. The
outlook is developing. Pro forma for the refinancing, Eschelon had
total debt of about $87 million ($103 million after adjusting for
operating leases) at Dec. 31, 2003.

"The corporate credit rating on Eschelon primarily reflects the
company's lack of sustainable competitive advantages in the
intensely competitive telecommunications services industry," said
Standard & Poor's credit analyst Michael Tsao. Eschelon provides
commodity voice and data services to small and midsize enterprises
in 12 major metropolitan markets in which Qwest Communications
International Inc.'s regional Bell operating subsidiary, U.S.
West, operates as the incumbent local exchange carrier. The
company's network is mostly based on owned switches and leased
fiber and local loops, and a small portion on unbundled network
element-platform. Eschelon has been winning market share from the
ILEC on the basis of superior customer service and competitive
pricing.

However, given that the commodity nature of the business may
encourage the ILEC and other CLECs to compete on the same basis
and because there are no substantial barriers to improving
customer service, competitive pressure on Eschelon is likely to
remain strong in the foreseeable future. Despite a financial
restructuring in mid-2002 that reduced a material amount of debt,
leverage remained aggressive at about 4.8x debt to annualized
quarterly EBITDA (5.2x if adjusting for operating leases) at the
end of September 2003.

The proposed unsecured notes are rated at the same level as the
corporate credit rating. The notes are issued by the entity that
has essentially all payables and current liabilities, and they are
guaranteed on a senior basis by the parent and all subsidiaries;
therefore, after the refinancing, there will be minimal priority
obligations ahead of the notes. Although the indenture for the
notes allows for about $20 million secured debt, the rating
incorporates the assumption that such secured debt will not enter
the balance sheet due to Eschelon's moderate free cash flow
prospects and adequate liquidity.


EXPRESS TELEPHONE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Express Telephone Services, Inc.
        6331 Grapevine Highway, Suite 250
        North Richland Hills, Texas 76180

Bankruptcy Case No.: 04-41983

Type of Business: The Debtor is a telephone carrier company.
                  See http://www.expresstelephone.com/

Chapter 11 Petition Date: February 25, 2004

Court: Northern District of Texas (Ft. Worth)

Judge: Barbara J. Houser

Debtor's Counsel: Jeff P. Prostok, Esq.
                  Forshey and Prostok
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: 817-877-8855

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Southwestern Bell             Telephone               $4,274,564
SBC Industry Markets          Interconnection
722 N. Broadway, 11th Floor   Agreement
Milwaukee, Wisconsin 53202

SBC UNF-P                     Telephone Agreement     $1,614,429
SBC Industry Markets
722 N. Broadway, 11th Floor
Milwaukee, Wisconsin 53202

Verizon                       Trade Debt                $366,356
Verizon Billing & Collections
2701 St. Johnson Street
MC TXD01511
San Angelo, Texas 76904

Texas Universal Service Fund  Trade Debt                $152,415

At Your Service               Trade Debt                $131,112

Clear Channel Outdoor         Trade Debt                 $97,200

Nixon Mims LLP                Trade Debt                 $31,617

Inter-Tel Technologies        Trade Debt                 $22,959

Inter-Tel Leasing, Inc.       Trade Debt                 $18,916

PacificCare Life Insurance    Trade Debt                 $16,968

Today Richland Center LP      Trade Debt                 $16,863

Long Distance Partnership LP  Trade Debt                  $8,952

Inter-Tel Techonologies       Trade Debt                  $8,640

Penny Saver                   Trade Debt                  $7,068

K D Software Services Inc.    Trade Debt                  $6,360

AFLAC                         Trade Debt                  $5,561

Pacific Bell                  Trade Debt                  $5,007

KKDA 104 FM                   Trade Debt                  $5,000

Metlife                       Trade Debt                  $4,213

EXPERIAN                      Trade Debt                  $4,175


FEATHERLITE INC: Seeks Waivers of Covenant Defaults From Lenders
----------------------------------------------------------------
Featherlite, Inc. (Nasdaq:FTHR), a leading manufacturer and
marketer of specialty aluminum trailers, transporters and luxury
motorcoaches, reported a net income of $16,000, or 0 cents per
diluted share, on sales of $45.2 million for the fourth quarter
ended December 31, 2003. This compares with a net loss of $182,000
or 2 cents per diluted share on sales of $44.3 million in the
fourth quarter last year. Overall sales increased by $833,000 or
1.9% over the same period last year.

"Despite stronger performance in the 3rd quarter and a surge in
December trailer sales, we did not meet our expectations in the
4th quarter of 2003," Conrad Clement, Featherlite President and
CEO, said. "However, as we entered 2004, orders remained very
active. At December 31, 2003, our total backlog was 85% greater
than at December 31, 2002, with trailers ahead 74% and
motorcoaches 106%. Since then, our backlog continues to increase
well above 1st quarter levels in 2003 and was 114% ahead at
January 31, 2004.

For the year ended December 31, 2003, the Company reported net
earnings of $705,000, or 10 cents per diluted share, on sales of
$180 million. This compares with earnings of $2.7 million, or 38
cents per diluted share, on sales of $193.2 million for 2002.

The significant decrease in 2003 earnings primarily reflects
reduced gross profit as the result of lower sales in 2003 and
reduced gross margin percentages.

The Company will require waivers of defaults from lenders on
certain financial covenants and is confident that these waivers
will be granted.

"We feel Featherlite gained market share in 2003 in nearly all
segments it serves, including luxury motorcoaches, horse and
livestock trailers, and other specialty trailers," Clement said.

Clement believes sales and earnings will strengthen as consumer
confidence and the overall economy continues to improve.

                     About Featherlite

Featherlite, Inc., is an innovative leader in designing,
manufacturing and marketing high quality aluminum specialty
trailers, transporters and luxury motorcoaches. With more that 75
percent of its business in the leisure, recreation and
entertainment categories, Featherlite has highly diversified
product lines offering hundreds of standard model and custom-
designed aluminum specialty trailers, specialized transporters,
mobile marketing trailers and luxury motorcoaches. Featherlite(R)
is the "Official Trailer" of NASCAR, Champ Car, ARCA, Indy Race
League (IRL), SPORTSCAR and World of Outlaws. Featherlite also is
sponsor of many equine and livestock events and its products are
displayed in over 1,000 fairs, trade shows, races and other events
throughout North America each year. Through its Featherlite
Vantare'(R) product line, Featherlite is the "Official Luxury
Motorcoach" of NASCAR, IRL and SPORTSCAR. For more information
about the Company, go to http://www.fthr.com/  


GLOBAL AXCESS: Assumes Progressive Ventures' Merchant Agreements
----------------------------------------------------------------
On February 6, 2004, Global Axcess Corp., a Nevada corporation,
acquired ATM processing merchant agreements to service 900
automated teller machines from Progressive Ventures, Inc., a Texas
corporation. The Company also acquired Progressive's trademark.

The Company did not assume any liabilities of Progressive. The
total consideration paid for the Merchant Agreements was
$3,900,000 of which $3,800,000 was paid on closing and the final
$100,000 is being held in escrow for six months subject to
Progressive satisfying various obligations.

Progressive and its affiliates are unrelated parties to the
Company and its affiliates, and the purchase price was determined
by arms-length negotiations. The transaction was funded by
utilizing cash generated from the sale of the Company's common
stock in connection with two private placements recently finalized
by the Company. Progressive and their principals have agreed that
for a period of 11 years from the effective date of the
acquisition they will not compete with the Company in the business
of providing ATM Placement and financial service or Transaction
Processing services.

                          *    *    *

                LIQUIDITY AND CAPITAL RESOURCES

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

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

                  Additional Funding Sources

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

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

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

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

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

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

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


GRUPO IUSACELL: Publishes Fourth Quarter & FY 2003 Results
----------------------------------------------------------
Grupo Iusacell, S.A. de C.V (NYSE: CEL) (BMV: CEL) announced
unaudited results for the fourth quarter and year ended
December 31, 2003.

                     Financial Results

Operational change

As disclosed in the previous quarter release, Iusacell reduced the
period in which a prepaid customer can receive incoming calls but
cannot make outgoing calls from 305 days to 90 days. During the
fourth quarter of 2003, approximately 135,000 prepaid lines, which
have not utilized Iusacell's network services in the above said
90-day period of time were turned-over. As of December 31, 2003,
subscribers totaled approximately 1.3 million.

Revenue in the quarter increased 18% from the previous quarter to
$1,277 million, reflecting a more aggressive sales strategy and
renewed product offerings. Revenues, however, decreased 4% from
the year-ago period as a result of a lower subscriber base and
lower ARPUs. On a yearly basis, revenues decreased 18% to $4,739
million from the $5,747 million registered in 2002, primarily
derived from lower subscriber base and lower ARPUs and the effect
of accounting policy changes made in the third quarter of 2003.

Cost of sales in the fourth quarter of 2003 decreased 8% to $855
million from the previous quarter, but increased 73% from the
year-ago period driven mainly by changes in accounting policies
effective in the third quarter of 2003.

Operating expenses

Sales and advertising expenses in the quarter increased 28% and
10% from the previous quarter and year-ago period, respectively to
$427 million, primarily derived from a more aggressive campaign in
the period and the utilization of specific advertising spaces
previously contracted that otherwise would have been lost. On a
yearly basis, sales and advertising of $1,313 million in 2003,
declined 8% from the $1,419 million in 2002 due primarily to fewer
gross subscriber additions. General and administrative expenses
decreased 30% in the fourth quarter of 2003 from the previous
quarter, but increased 154% from the year-ago period, mainly
reflecting the reversal of certain provisions in the fourth
quarter of 2002. Other income in the fourth quarter reflects the
sale and lease back of towers to American Tower Corporation in
December 2003. See "Recent Developments-Tower sales and
leaseback".

EBITDA was mainly affected by lower revenues as well as increased
costs during the quarter, ending with a negative $73 million for
the period, compared to negative $401 million reported in the
previous quarter and positive $381 million reported in the year-
ago period.

On a yearly basis, EBITDA ended with positive $372 million
compared to $1,861 million in 2002.

Depreciation and amortization expenses of $494 million in the
fourth quarter of 2003 reflected the Company's decision adopted in
the third quarter of 2003 of expensing the postpaid handsets
related costs rather than amortizing them within the average life
of the postpaid contracts. Fourth quarter 2002 depreciation and
amortization expense is also affected by a benefit related to the
extension of useful life of certain fixed assets incurred in that
period.

Operating loss in the quarter increased from the $116 million
recorded last year to $567 million in the current quarter driven
primarily by the changes in accounting policies made in the third
quarter 2003 and lower revenues. See "Changes in accounting
policies".

Integral financing cost in the quarter ended with $272 million,
compared to $410 million in the same quarter of 2002. The result
was mainly driven by a lower foreign exchange loss resulting from
the 2% depreciation of the peso against the U.S. dollar in the
quarter. On a yearly basis, the integral financing cost ended with
$1,362 million, 13% lower than the $1,573 million reported in
2002, resulting mainly from a lower foreign exchange loss in the
period.

Net loss in the quarter of $1,318 million was the result of higher
operating losses and lower revenues. This compares to a net loss
of $546 million in the year-ago period. On a yearly basis, net
loss of $4,709 million compares to a net loss of $2,167 million
affected by accounting changes during the year and higher
operating losses.

Capital expenditures

Iusacell invested approximately US$7.3 million in its regions
during the fourth quarter of 2003 to expand coverage. During the
year, the Company invested approximately US$18.2 million. Despite
these investments, Iusacell is still behind its investment
program, which is crucial in order to face competition, ensuring
capacity and coverage and offering a quality service.

Debt

As of December 31, 2003, including trade notes payable, debt
totaled US$810 million. All of the Company's debt is U.S. dollar-
denominated.

As previously communicated, the majority of the Company's
financial debt is classified as current in its Balance Sheet.

                    Recent Developments

Tower sales and lease back

In December 2003, Iusacell's main operating subsidiary Grupo
Iusacell Celular, S.A. de C.V. and certain of its subsidiaries,
entered a series of agreements with the Mexican subsidiary of
American Tower Corporation (MATC) that, among other things, gives
MATC the right to acquire up to 143 existing Iusacell Celular
towers over the course of this year. Iusacell Celular will then
lease the transferred towers back from MATC.

During the fourth quarter of 2003, Iusacell Celular sold and
leased back 34 towers to MATC for approximately $89 million in net
income.

Exchange of New Common Shares at a Ratio of 20 to 1

On December, 2003, Iusacell effected the exchange of its Series A
and Series V shares for new common, ordinary, registered shares
with no par value at a ratio of 20 Series A and/or Series V shares
to 1 new share. The Company did not issue fractional shares.
Accordingly, fractions of new shares were paid at a price equal to
the opening market price quoted on the Mexican Stock Exchange on
October 17, 2003, of Ps.0.88 for each of the Series A or Series V
shares, as determined on the October 17, 2003 shareholders'
meeting.

The number of new shares issued and outstanding is 93,101,240 with
a public float of approximately 25.4%. The Company's ticker on the
Mexican Stock Exchange and the New York Stock Exchange remained
unchanged.

Agreement with Mr. Elizondo

In 1998 Grupo Iusacell and Iusacell Celular entered into an
agreement with Mr. Jose Ramon Elizondo Anaya in connection with
Mr. Elizondo's participation in certain Iusacell's subsidiaries.
The Agreement provided that Mr. Elizondo had the right to sell,
and Grupo Iusacell had the obligation to purchase the shares of
Mr. Elizondo, previous written notice from Mr. Elizondo. Such
written notice was delivered by Mr. Elizondo to Grupo Iusacell on
October 3, 2003.

On November 3, 2003, Mr. Elizondo, Grupo Iusacell and Iusacell
Celular agreed to pay Mr. Elizondo a total amount of US$ 11
million for his participation in certain Iusacell's subsidiaries.
Total amount to be paid in several installments within a two year
period.

Iusacell signed Operating and Distribution Agreements

Iusacell signed distribution agreements with Elektra, Coppel and
other distributors to sell and promote Iusacell's wireless
services and products under a commission frame. All operating
agreements reached by the Company during the quarter are part of
the normal course of business.

Under the distribution agreement, Elektra is positioning as the
largest distributor of wireless services for Iusacell.

As part of the agreement with Elektra, Iusacell transferred the
operation of its approximately 135 company-owned stores (CSI's) to
Elektra, in an outsourcing-type of transaction in an effort to
create an innovative concept of high-tech telecom and consumer
products for the high-value segments.

The Coppel agreement was perfected under the same terms and
conditions of the Elektra agreement.

Iusacell and Movilaccess reached an agreement by which,
Movilaccess will maintain and manage the Company's call center
operations. The agreement will reduce lease, rental and other
costs in Iusacell associated with the call center operation.
Iusacell's customer service will continue to have full empowerment
over the call center under the new agreement.

Iusacell reached an agreement with Telcel on SMS

On October 9, 2003, the Federal Telecommunications Commission in
Mexico (Cofetel) issued a resolution ordering Mexican mobile phone
firms Iusacell and Telcel (a subsidiary of America Movil, S.A. de
C.V.) to connect their short text messaging (SMS) networks.

On December 11, 2003, Iusacell announced an agreement under which
all Iusacell's customers are able to send "ReK2" (the commercial
brand name of its SMS services) to users of Telcel. With this
practical and inexpensive service customers would be able to
maintain communication in every Iusacell-covered city paying
always the same for a text message sent to any of the referred
destinies. What makes ReK2 so popular is that there is no roaming
or long distance cost associated, making it very accessible.

Iusacell reached an agreement with Telefonica on SMS

On February 12, 2004, Iusacell and Telefonica Moviles Mexico
(Telefonica) announced an agreement by which all customers of
these companies will be able to send and received SMS among them.

The service became operative on February 15, 2004, and every
customer is able to send or receive SMS without an activation
procedure, forms to fill or any activation charge; customers can
visit any Iusacell store, or CSI, to learn more details about this
service and its use.

Legal suit from the 2004 Note holders

In January, 2004, Iusacell announced that its U.S. legal advisors
have been advised by the legal counsels of some members of the
informal committee of 2004 note holders, representing 31.8% of the
total, that notice of a complaint with respect to a lawsuit filed
by the latter against its subsidiary. The Company is currently in
the process of responding the lawsuit.

Shareholders Meeting and Resolution

On October 17, 2003, the Company held a general ordinary and
extraordinary shareholder's meeting by which its shareholders
accepted a management proposal to exchange its Series "A" and
Series "V" shares for a new common share class. See: Recent
Developments "Exchange of New Common Shares at a Ratio of 20 to
1".

Shareholders also approved an amendment to the Company's by-laws,
mainly to reflect the capital restructure. Shareholders also
elected a new Board of Directors, which is now comprised of nine
members instead of twelve. Additionally, Mr. Fernando Cabrera G.
was appointed Secretary, non-member, of the Board of Directors.

The Board of Directors will perfect changes, most likely in the
coming Shareholders' Meeting, to reflect the loss of Mr. Jose
Ignacio Morales Elcoro, deceased on February 15, 2004. EDIT

The following table presents the members of the Board of Directors
as of October 17, 2003:

Board of Directors

    Ricardo B. Salinas Pliego     Chairman of the Board of
                                  Directors
    Pedro Padilla Longoria        Vice Chairman of the Board of
                                  Directors
    Gustavo Guzman Sepulveda      Director
    *Jose Ignacio Morales Elcoro  Director
    Luis J. Echarte Fernandez     Director
    Joaquin Arrangoiz             Director
    Hector Rojas Villanueva       Director
    Marcelino Gomez Velasco       Director
    Manuel Rodriguez de Castro    Director
    (*) Mr. Morales passed away on February 15, 2004

                        *     *     *
  
As reported in the Troubled Company Reporter's January 16, 2004
edition, Several holders of the Grupo Iusacell Celular 10% Senior
Secured Notes due 2004 filed a complaint in the Supreme Court of
the State of New York against Grupo Iusacell Celular, its
subsidiaries, and a syndicate of holders of Iusacell bank debt
currently led by Marathon Asset Management.

The holders of the Notes include funds and accounts managed by TCW
Asset Management Company, TCW Investment Management Company,
Gramercy Advisors LLC, and Agave Telecom Holdings LLC, and hold
31.8% of the 10% Notes. The complaint seeks to recover all amounts
due under the US$150 million 10% Notes, prevent Grupo Iusacell
Celular and the current holders of the bank debt from pursuing
further restructuring talks that may be prejudicial to the
Noteholders, and to assign to the Noteholders security interests
improperly granted to the bank debt holders. Iusacell failed to
make a scheduled interest payment on the 10% Notes due July 15,
2003, and the 10% Notes were subsequently declared due and payable
on Sept. 11, 2003. Defendants have approximately a month to
respond to the complaint.


GRUPO TMM: December 2003 Working Capital Deficit Tops $425 Mil.
---------------------------------------------------------------
Grupo TMM, S.A. (NYSE:TMM and BMV: TMM A; "TMM"), a Latin
American, multi-modal transportation and logistics company and
owner of the controlling interest in Mexico's busiest railway,
TFM, reported revenues from consolidated operations of $229.5
million for the fourth quarter of 2003, compared to $229.3 million
for the same period of 2002.

Improved revenues were reported at Specialized Maritime, TexMex
and Logistics. The Company continued to be negatively impacted in
the fourth quarter by continued high inventory and reduced
production in the auto sector, which affected revenues at TFM,
Ports, and Logistics. Consolidated Company revenue and operating
profit was negatively impacted during the fourth quarter by
further devaluation of the peso. Peso devaluation was 10.0 percent
quarter-over-quarter and 12.0 percent year-over-year. Consolidated
operating profit increased 4.7 percent and was influenced by a
number of factors, including $3.8 million in cost reduction at the
railroad division in spite of $2.2 million, or 15.7 percent,
increased fuel costs; $0.6 million in casualties and insurance;
positive improvement in gross results at Specialized Maritime; and
$2.2 million reduction in selling, general and administrative
(SG&A) expense (without restructuring costs).

Revenues from consolidated operations for the full year of 2003
were $907.6 million compared to $917.7 million for the same period
of 2002. Operating profit for the 12 months decreased 14.6 percent
compared to the same period of 2002, due to a $14.1 million, or
27.4 percent, increase in fuel costs, significant declines in
automobile exports and automotive parts imports, and $2.8 million
for derailments during 2003. The reduction in the sector impacted
automobile and intermodal segment revenues at TFM, which in turn
affected car handling movements at the Logistics division and car
warehousing activity at the Ports division. The slowdown in auto
production affected Grupo TMM revenues at TFM, Logistics, and
Ports by $42.1 million in revenue for the full year.

The Company reported a net loss of $25 million, or $0.44 per
share, in the fourth quarter, and a loss of $45.4 million, or
$0.80 per share, for the full year. Net profit in the full-year
period was impacted by extraordinary one-time charges, including,
those in connection with the Value Added Tax (VAT) lawsuit
totaling $23.7 million; exchange losses of $17.8 million; higher
interest costs at TFM of $23.6 million associated with debt to
finance the acquisition of additional shares of Grupo TFM in 2002;
and $46.0 million associated with the declining value of deferred
tax credits primarily due to peso devaluation. Finally the
increased rate of accretion in TMM's 2003 and 2006 notes, as per
the agreement with its bondholders, negatively impacted the
Company's financial costs by an additional $4 million.

At December 31, 2003, Grupo TMM, S.A.'s balance sheet shows a
working capital deficit of $424,934,000.

At TFM, the Company's rail subsidiary, full-year revenue was
negatively impacted by $39.1 million in declining automobile-
related shipments due to the ongoing slowdown in automobile
exports, affecting the auto and intermodal groups, and by
continued peso devaluation of 10.0 percent for the quarter and
12.0 percent for the full year. Revenue declined at TFM in the
fourth quarter by 2.5 percent over the prior-year period.

While the rail division (including TFM and TexMex) reported full-
year revenues of $13.6 million less than the prior year, TFM
produced significant truck-to-rail conversion revenue of $54.0
million in all rail product lines. Truck-to-rail conversion
accounted for $87.0 million in revenue improvement during 2002 and
2003. Exclusive of the revenue from truck-to-rail conversion,
revenue for the rail division would have been reduced by $67.0
million in 2003, $37.0 million associated with exchange rate
devaluations and $29.0 million due to reduced volume in all
industrial segments. Revenue growth in all segments except auto
and intermodal, which is affected by auto, was 4.1 percent in
2003. Operating profit was impacted in 2003 by the reduced revenue
in the automotive segment and increased fuel cost of $13.8
million.

In 2004, the rail division forecasts revenue growth of 10.0
percent and EBITDA growth of 15 percent. Chemical transload,
agricultural cross-dock facilities and new intermodal terminals
are now fully operational. Additionally, TFM anticipates in 2004
improved revenues from continued truck-to-rail conversion,
expansion of domestic auto distribution, auto parts expansion, and
growth in NAFTA. The Company also expects the automobile sector to
begin to produce growth by the end of 2004. Mario Mohar, president
of TFM and TexMex, said, "We are seeing improvement in most
segments, and we believe that our lower cost base coupled with
improved materials handling and efficient production positions us
for improvement in results in 2004."

At Specialized Maritime fourth quarter revenue improvement over
the prior-year period was associated with additional off-shore
supply ship vessel contracts. Gross profit and operating profit
for the division improved, increasing operating margin by 9.5
percentage points due to additional supply ship contracts and the
addition of a parcel tanker in November 2003. Chemical parcel
tanker revenue improved 43.2 percent, or $2.3 million, quarter-
over-quarter, and by 30.6 percent, or $6.0 million, year-over-
year.

TMM's Logistics division's revenues increased 10 percent in the
fourth quarter compared to the same period of 2002 due to
expanding truck distribution contracts with Wal Mart, Jumex and
Unilever, with line feeding and for drayage activity associated
with intermodal RoadRailer. Revenues in the container repair and
maintenance business continued to grow with expansion associated
with CP Ships at a new operation in Ensenada. Intermodal terminal
and outsourced facilities experienced continued sluggish
automobile handling in the fourth quarter and full year, thus
impacting results.

In the Ports and Terminals division, revenue, gross profit and
operating profit decreased during the fourth quarter of 2003
primarily due to reduced passenger activity at Acapulco (14,600
passengers as a consequence of dry docking of a Princess Lines
vessel, which impacted itineraries), and decreased automobile
handling (2,700 units caused by a plant closing in Chile).

Javier Segovia, president of Grupo TMM said, "We continue to
believe Grupo TMM's overall operations will benefit from
increasing trade volumes and accelerated economic activity between
NAFTA countries. Resolution of our strategic issues, namely the
pending arbitration between KCS and Grupo TMM, the restructuring
of our debt, and the favorable resolution of TFM's VAT lawsuit,
should produce a new platform for a stronger Company with greater
flexibility.

"In the last two quarters, we have seen strengthening results from
all of our operations despite the continued sluggishness of the
automotive sector. We believe growth is steadily returning to the
NAFTA corridor, and we remain well-positioned through our assets
to take advantage of that growth. Higher fuel costs, peso
devaluation and costs associated with the VAT lawsuit continue to
impact our net results.

"With a stronger foundation and improved revenue mix, we expect
2004 to be an exciting year for all of TMM's businesses and are
confident that our rail, port, specialized maritime, trucking, and
logistics businesses will build profitability in the near and long
terms."

                  ARBITRATION PROCEEDINGS

As announced previously, on October 22, 2003, a Delaware Court
granted a preliminary injunction requiring Kansas City Southern
(KCS) and Grupo TMM continue to abide by the terms of an
acquisition agreement for Grupo TFM announced on April 22, 2003,
pending arbitration of the propriety of TMM's termination of that
agreement. The parties to the arbitration have completed their
respective presentations to a three-member panel, and arbitrators
requested presentation of final documents related to this process
by February 19. TMM believes all relevant arguments were presented
and anticipates a ruling in the near future.

               LIQUIDITY AND DEBT PROFILE

On December 18, 2003, the Company announced it had reached an
agreement on the principal terms of a restructuring with an ad hoc
committee of bondholders representing approximately 43 percent of
its 9 1/2 percent Senior Notes due 2003 and its 10 1/4 percent
Senior Notes due 2006 (Existing Notes). The law firm of Akin,
Gump, Strauss, Hauer & Feld LLP, and the financial advisory firm
of Houlihan Lokey Howard & Zukin have been retained to represent
the bondholder committee. The restructuring will be accomplished
through a registered exchange offer of new senior secured notes
(New Secured Notes) for the Existing Notes, together with a
consent solicitation and prepackaged plan solicitation. TMM
submitted a Report on Form 6-K to the U.S. Securities and Exchange
Commission (SEC), which included the Term Sheet for the New
Secured Notes and the restructuring.

On January 12 the Company announced it had received voting
agreements executed by holders of approximately 64 percent of the
aggregate outstanding principal amount of Existing Notes. As a
result, the Company is proceeding with the restructuring on the
terms set forth in the voting agreements. The company filed a
registration statement with the SEC on January 27 with respect to
an exchange offer to implement the restructuring as provided in
the voting agreement.

On December 29, 2003, the Company closed an additional $25 million
of certificates under its receivables securitization program,
which, at December 31, 2003, was a total of $76.3 million in
outstanding certificates. The additional certificates have the
same terms and conditions as the existing certificates originally
issued on August 19, 2003, and require monthly amortization of
principal and interest and mature in three years.

During the fourth quarter of 2003, TFM failed to meet certain
financial covenant ratios under its Term Loan Facility and its
Commercial Paper Program. TFM is currently negotiating amendments
to each of the above mentioned credit agreements with its lenders,
which would retroactively amend the covenants and would
effectively cure the defaults. TFM is also in the process of
refinancing its Commercial Paper Program to extend the termination
date to 2006.

                        VAT LAWSUIT

In early November 2003, the Fourth Federal Court of the First
Circuit found no merit to the requested review that the Office of
the Tax Attorney of the Mexican Government had filed, regarding
the favorable resolution of the Federal Tribunal of Fiscal and
Administrative Justice order to issue a Special VAT Certificate
for $2,111,111,790.00 pesos, indexed with inflation and adjusted
with fiscal interest rates, re-affirming the rights of the
Company. On January 19 the Mexican Treasury delivered a Special
VAT Certificate in the name of TFM for the consolidated historical
claimed amount of $2,111,111,790.00 pesos.

The delivery of that certificate incorrectly complied with the
Fiscal Court's resolution, as the certificate did not reflect
adjustments for inflation and interest, and TFM subsequently
presented a complaint before the upper chamber of the Fiscal
Court, which is pending resolution.

Additionally, only one day after delivering the Special VAT
Certificate, and as a part of a fiscal audit to the books of 1997
(conducted for the second time), the "Servicio de Administracion
Tributaria ("SAT" or "Tax Administrative Entity") issued a
preliminary summation finding of their visit.

In the preliminary summation finding, the SAT noted that the
Company, "...wrongfully declared a VAT receivable for
$2,111,111,790.00 Pesos, which in our opinion refers to expenses
that do not comply with fiscal requirements, and therefore, are
not deductible. In our view, TFM did not prove its VAT claim with
corresponding documentation, which incorporates fiscal requisites
as to the identity of the taxpayer, its tax identification code,
address of the seller and buyer of the assets in question, and the
VAT shown as separate from the principal..." and as a result, the
VAT cannot be credited. Additionally, the SAT stated that the
Mexican Treasury informed them that they had issued the
aforementioned Special Certificate in the name of the Company,
thus "...the Special VAT Certificate received by the visited
company is not valid and the SAT made a provisional attachment to
the Special Vat Certificate..." As of today, no tax liability has
been levied against TFM, as the final summary of the audit is
still pending.

TFM believes the provisional attachment of the Special VAT
Certificate is a violation of its constitutional guarantees, and
as a result, TFM requested an injunction ("amparo case"), which
has been admitted. A constitutional hearing will be held in early
March.

In order to discredit the statements included in the preliminary
audit summary, TFM presented a document stating to the SAT that
the acquisition documents that the Company has in its possession
do comply with fiscal requirements, and that if the SAT were to
require additional information, they should request such documents
from the selling authority.

Finally, in the event the SAT does not accept the Company's
arguments, the SAT will notify the Company of its determination
and may request payment of tax liabilities, which the company
would dispute through every available legal means. TFM firmly
believes its position is correct and it possesses adequate
defenses and other rights granted by the agreements related to the
privatization that will permit TFM to prevail.

                       GRUPO TFM PUT

In 2003, Grupo TFM requested a federal judge in Mexico to provide
interpretation of the Purchase-Sale Agreement of TFM's common
stock, requesting adherence to the specific process provided in
the Agreement and its Amendments, which should commence with an
Initial Public Offering of TFM's shares into the public markets
for the exercising of Grupo TFM's call and the Mexican
government's Put option for the 20 percent equity interest in TFM
it retains.

Given that none of the steps of this process had been completed,
because the real value of the shares of TFM owned by the
government could not be determined since TFM had not received
reimbursement of a Value Added Tax, although ordered by the
Mexican Fiscal Court on August 13, there could be no condition
that applies in order for the Mexican government to request that
Grupo TFM acquire the equity stake held at TFM by the government.

Grupo TFM also asked for and received from a federal judge an
injunction, which blocks the government from exercising its Put
option.

Grupo TFM acknowledges its commitment to acquire the equity
interest that the Mexican government holds in TFM and has informed
the government of its desire to comply once the pending steps from
the original Agreement are completed, which should occur after the
VAT claim has been reimbursed.

Headquartered in Mexico City, Grupo TMM is a Latin American
multimodal transportation company. Through its branch offices and
network of subsidiary companies, TMM provides a dynamic
combination of ocean and land transportation services. TMM also
has a significant interest in Transportacion Ferroviaria Mexicana
(TFM), which operates Mexico's Northeast railway and carries over
40 percent of the country's rail cargo. Visit Grupo TMM's web site
-- http://www.grupotmm.com/ -- and TFM's web site  
-- http://www.tfm.com.mx/

Both sites offer Spanish/English language options.


HOLLINGER INT'L: Says Court Has Vindicated its Legal Position
-------------------------------------------------------------    
Hollinger International Inc. (NYSE: HLR) is extremely pleased that
the ruling issued by Vice Chancellor Leo E. Strine, Jr. in
Delaware Chancery Court will allow the Company to act in the best
interest of all of its shareholders. The Court has vindicated the
Company's legal position.
    
Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

The company's September 30, 2003, balance sheet discloses a
working capital deficit of about $293 million.


HOLLINGER INC: Disagrees with Delaware Chancery Court Ruling
------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) issued a statement
in response to a ruling issued by Vice Chancellor Leo E. Strine,
Jr. in Delaware Chancery Court:

"Hollinger Inc. and Lord Black respectfully disagree with Vice
Chancellor Strine's view of the facts and equities in his
decision. They nonetheless recognize that the decision points the
way to a realization of full value for shareholders of both
Hollinger Inc. and Hollinger International Inc. through the
active pursuit of the strategic process being conducted for
International by Lazard LLC. Both Hollinger Inc. and Lord Black
look forward to the prompt and effective pursuit of Lazard's
work, and to the presentation to International and Hollinger of a
course producing value superior to that presented by the
Barclays' tender offer for Hollinger and proposed bid for
International."

Hollinger's principal asset is its approximately 72.4% voting and
30.0% equity interest in Hollinger International Inc. Hollinger
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great
Britain, the Chicago Sun-Times and a large number of community
newspapers in the Chicago area, The Jerusalem Post and The
International Jerusalem Post in Israel, a portfolio of new media
investments and a variety of other assets.

On June 30, 2003, the company's net capital deficit tops $442  
million while working capital deficit is at $398.8 million.


INAMED CORP: Reports Record 2003 4th Quarter & Full Year Results
----------------------------------------------------------------
Inamed Corporation (Nasdaq:IMDC), a global health care company,
announced its financial results for the fourth quarter and the
full year ended December 31, 2003.

"2003 was an outstanding year at Inamed, as evidenced by the solid
earnings contributions and consistent sales growth rates in all
three businesses," said Nick Teti, Chairman, President and Chief
Executive Officer. "We made significant strides in 2003 to
strategically position the Company for sustainable growth now and
in the future. The Inamed people, their hard work, and their
contributions and the loyalty of our customers are and will be the
key components of our success."

Diluted GAAP earnings per share grew 69% in the fourth quarter
2003 to $0.44, an increase from $0.26 in the fourth quarter 2002.
Diluted GAAP earnings per share for the full year 2003 increased
51% to $1.51, up from $1.00 in 2002.

Diluted cash earnings per share for the fourth quarter of 2003,
excluding amortization of intangibles and non-cash compensation,
accelerated depreciation, and a previously announced deferred loan
fee charge, grew 26% to $0.48, compared to $0.38 in the fourth
quarter of 2002. Diluted cash earnings per share for the full year
2003 increased 30% to $1.76, compared to $1.35 in 2002.

The Company has also reaffirmed GAAP guidance for 2004.

                      Inamed Businesses

Total sales for the fourth quarter 2003 increased 23% to $91.1
million, up from $73.9 million in the fourth quarter 2002. Full
year 2003 sales were up 21% to $332.6 million, increasing from
$275.7 million in 2002. Inamed reported that sales in all three of
its businesses grew at a double-digit rate for the year compared
to 2002.

              Inamed Health - Obesity Intervention

Worldwide sales of obesity intervention products in the fourth
quarter 2003 increased 57% over the fourth quarter 2002 to $17.7
million. Full year 2003 obesity intervention sales grew 60% over
sales in 2002 to $63.1 million.

Results in the United States led this strong sales growth. Inamed
has continued to expand the utilization of the LAP-BANDr System
for the treatment of morbid obesity in the United States by
increasing the number of trained and proctored surgeons and by the
growth of insurance coverage. Performance has also been driven by
increased consumer awareness and acceptance of this product in
certain markets throughout the U.S.

                  Inamed Aesthetics - Breast

Worldwide breast aesthetics product sales in the fourth quarter
2003 were up 14% over fourth quarter 2002 to $46.8 million. For
the full year 2003, sales increased 14% over sales in 2002 to
$177.8 million.

The strong and consistent performance in the Company's global
breast aesthetics business reflects continued growth both
domestically and internationally. Inamed achieved mid double-digit
sales growth in all four quarters of 2003 versus comparable
quarters in 2002, illustrating the Company's successful and
ongoing commitment to develop and increase its value-added
relationships with plastic surgeons in this core strategic
business.

                 Inamed Aesthetics - Facial

Worldwide facial aesthetic product sales in the fourth quarter
2003 increased 29% over sales in the fourth quarter 2002 to $25.6
million. For the full year 2003, sales increased 18% over sales in
2002 to $87.2 million.

The primary factor for these excellent results was the success of
CosmoDerm and CosmoPlast, Inamed's breakthrough human collagen
products, which the Company launched in March 2003 in the United
States. These products were the first dermal fillers approved by
the U.S. Food and Drug Administration (FDA) that do not require a
skin test prior to treatment. Their widespread acceptance, along
with the active conversion of the Company's Zydermr and Zyplastr
business, helped drive the overall growth of the facial aesthetics
business in the U.S. in 2003.

            Research and Development Pipeline

Inamed invested $5.3 million in research and development in the
fourth quarter 2003, and $21.5 million for the full year,
approximately 6% of sales. This represents a $7.9 million increase
over full year 2002. Many of the incremental expenditures were in
support of product development in the Company's pipeline, which
continued to progress over the course of the year.

-- Botulinum Toxin Type A

Inamed and its partner Ipsen have completed Phase II of their
botulinum toxin type A clinical development program, which
successfully identified a dose that provides the optimal balance
in terms of efficacy and safety. No serious drug-related adverse
events occurred during the Phase II trial. Phase III clinical
trials are expected to begin shortly.

-- Hylaform Dermal Filler

Inamed and its partner Genzyme had their pre-market approval
application (PMA) to market Hylaform, a hyaluronic acid-based
dermal filler, reviewed by an FDA Advisory Panel on November 21,
2003, and received a positive recommendation for approval. The
Hylaform PMA is in the final stages of review by the FDA and we
expect that approval will happen shortly. The Company believes
that Hylaform will not require a skin test, which is consistent
with regulatory approvals in other markets worldwide.

-- CosmoDerm and CosmoPlast

In the first quarter 2003, Inamed received FDA approval to begin
marketing CosmoDerm and CosmoPlast in the United States. They were
the first dermal fillers to be approved by the FDA to not require
a skin test. In addition, approval for CosmoDerm and CosmoPlast is
being sought in France, Germany, Italy, Spain, the United Kingdom
and Australia.

-- Silicone Gel Breast Implants

Inamed's silicone gel-filled breast implant PMA was reviewed by an
FDA Advisory Panel on October 14 and 15, 2003. Although the Panel
voted that the FDA should approve the PMA with conditions, the
Company received a "Not Approvable" letter from the FDA on January
7, 2004. The letter outlined the additional information that
Inamed needs to provide to the FDA prior to the agency's further
review of its premarket approval application. The Company has
since had several meetings with the FDA to better understand how
to address the request for additional information and data.

Inamed's Style 410 Cohesive Gel Matrix clinical program is in the
second year of its follow-up phase in the United States. The
Company anticipates submitting a PMA for these important and
innovative Cohesive Gel Matrix products in 2004. These products
continue to experience wide acceptance in a number of
international markets.

Inamed announced in January 2004 an agreement for the acquisition
of certain license rights to Juvederm, a non-animal-based, cross-
linked hyaluronic acid dermal filler. Under the agreement, Inamed
will have the exclusive rights to develop, market and distribute
the product in the United States, Canada and Australia and non-
exclusive rights in six key European markets. Inamed has begun
recognizing revenue from sales of Juvederm in Canada and in France
under the name Hydrafill. The Company expects to file for
regulatory approval of Juvederm in Australia shortly and to begin
its clinical program in the U.S. in the first half of 2004.

                      Financial Results

During the fourth quarter 2003, Inamed recorded a 23% increase in
sales and continued to achieve solid gross profit margins. These
results, together with sustained expense management, resulted in
growth of 46% in operating profit, 80% in net income and 69% in
diluted GAAP earnings per share for the quarter.

Full year performance in 2003 was also strong, with the Company
posting 21% growth in sales, and a resulting growth of 52% in
operating profit, 61% in net income and 51% in diluted GAAP
earnings per share for the year.

-- Foreign Currency Effect

Foreign exchange favorably impacted revenue by approximately $3.6
million for the fourth quarter and $13.0 million for the full year
2003, principally from the strengthening Euro. This reporting
impact benefited each of Inamed's businesses.

-- Gross Profit Margin

The gross profit margin in the fourth quarter 2003 was 73% up from
72% in the fourth quarter 2002. The gross profit margin for the
full year 2003 was 72%, consistent with the full year 2002.
Contributing factors for the quarter and the year were the
emergence of a more balanced product portfolio and improved
operational efficiencies. Included in the fourth quarter and full
year 2003 cost of sales were $0.6 million and $3.4 million,
respectively, of accelerated depreciation expense related to the
Company's manufacturing consolidation program.

-- Sales, General & Administrative

For the fourth quarter 2003, the Company's sales, general and
administrative expense was 45% of sales, or $41.1 million,
compared to 41% of sales or $30.2 million for the fourth quarter
2002. The increase in SG&A in the fourth quarter was primarily a
result of expanded sales and marketing programs that support the
growth of all three of the Company's businesses and an increase in
the allowance for doubtful accounts. A $2.1 million increase in
the allowance for doubtful accounts was related to the Company's
Italian facial aesthetics business which had been operated through
a sales agency arrangement that was terminated subsequent to year-
end.

For the full year 2003, SG&A expense was 43% of sales or $141.8
million compared to 46% of sales in 2002 or $126.7 million.

-- Research & Development

The research and development expense in the fourth quarter 2003
was 6% of sales or $5.3 million compared to 5% of sales or $3.9
million in the fourth quarter of 2002. For the full year 2003, R&D
expense was 6% of sales or $21.5 million, up from 5% of sales or
$13.6 million in 2002. This investment in R&D was due to the
progression of key clinical development programs and regulatory
filings across all three of the Company's businesses worldwide.

-- Net Interest Expense

Net interest expense in the fourth quarter 2003 was $0.9 million,
down from $3.0 million in the fourth quarter 2002. Associated with
the Company's previously announced retirement of $30.0 million
principal term notes in December 2003, the Company recorded a
charge of $0.4 million for unamortized loan fees which were
included in the fourth quarter net interest expense. For the full
year 2003, net interest expense was $9.4 million compared to $10.4
million in 2002. Included in the full year results were $3.5
million of interest rate swap charges, resulting from the second
quarter 2003 retirement of an "out of the money" interest rate
swap agreement, and a charge of $1.6 million for unamortized loan
fees from the early retirement of debt in the third and fourth
quarters 2003.

                    Earnings per Share

-- GAAP Earnings per Share

Diluted GAAP earnings per share increased 69% to $0.44 for the
fourth quarter 2003, up from $0.26 in the fourth quarter 2002. For
the full year 2003, Inamed's GAAP earnings per share grew 51% to
$1.51, an increase over $1.00 in 2002.

-- Cash Earnings per Share

Diluted cash earnings per share for the fourth quarter of 2003,
excluding amortization of intangibles and non-cash compensation,
accelerated depreciation, and a previously announced deferred loan
fee charge, grew 26% to $0.48, compared to $0.38 in the fourth
quarter of 2002. Diluted cash earnings per share for the full year
2003 increased 30% to $1.76, compared to $1.35 in 2002.

                     Balance Sheet

At December 31, 2003, Inamed's cash balance was approximately $81
million, an increase of $41 million from December 31, 2002,
principally from cash provided by operating activities. The
Company paid down $51 million of debt in 2003.

                     About Inamed Corporation

Inamed (Nasdaq:IMDC) (S&P, BB- Corporate Credit Rating, Positive
Outlook) is a global healthcare company with over 25 years of
experience developing, manufacturing and marketing innovative,
high-quality, science-based products. Current products include
breast implants for aesthetic augmentation and for reconstructive
surgery; a range of dermal products to treat facial wrinkles; and
minimally invasive devices for obesity intervention, including the
LAP-BAND(R) System for morbid obesity. The Company's Web site is
http://www.inamed.com/


INTERNATIONAL STEEL: Posts $23.5 Million Net Loss for FY 2003
-------------------------------------------------------------
International Steel Group Inc. (NYSE: ISG) reported net income of
$24.9 million or $0.28 per diluted share for the fourth quarter of
2003 and a net loss of $23.5 million or $0.31 per diluted share
for the full year 2003.

Sales for the fourth quarter and full year were $1.4 billion and
$4.1 billion on shipments of 3.5 million tons and 10.4 million
tons, respectively. Comparisons of these results to the prior year
are not meaningful since ISG was not in existence for a full year
in 2002, and 2003 included the results of the acquisition of the
Bethlehem Steel Corporation assets.

During 2003 ISG incurred charges of $70.3 million due to the
Bethlehem acquisition. These charges related to inventory
revaluation, assumed contract revaluation and initial investment
in the United Steelworkers of America pension plan for Bethlehem
employees.

ISG's Chief Executive Officer Rodney B. Mott said, "Our
accomplishments were significant in 2003. We purchased Bethlehem's
assets, resulting in the largest acquisition in the domestic steel
industry, and thus far we have been successful in integrating the
assets and the employees of Bethlehem. In addition, we completed a
very successful initial public offering. The proceeds of the IPO
were used to reduce our debt and make significant progress toward
our goal of achieving investment grade credit metrics. During the
fourth quarter, our results improved as compared with our third
quarter as production and shipments increased significantly. This
led to a 20% rise in revenues from the third quarter to the fourth
quarter while operating income improved to $53.2 million in the
fourth quarter from a $15.7 million loss in the third quarter. We
are pleased to have ended the fourth quarter and year with
profitable results."

         Prices, Product Mix And Shipments Improve

ISG's average realized price per ton shipped was $405 for the
fourth quarter of 2003 and $391 for the full year. While ISG's
prices improved over the course of the year and relative to 2002,
most of this improvement was the result of the richer product mix
due to the Bethlehem acquisition. The product mix improved as
shipments of cold-rolled steel and other value-added products
increased to 54% of total shipments in 2003 from 29% in 2002.
Shipments in the fourth quarter increased about 600,000 tons to
3.5 million tons as compared with the third quarter of 2003.

                 Liquidity and Leverage Improve

ISG's initial public offering provided net proceeds of $493
million which were used to reduce bank borrowings related to the
Bethlehem acquisition. As of December 31, 2003, ISG had liquidity
of $423 million, consisting of $194 million in cash, with
available borrowing capacity of $229 million. Liquidity at
December 31, 2002 totaled about $103 million. At year-end 2003,
long-term debt to total capitalization was approximately 32%.

                         Outlook

The improving domestic economy should allow the Company to further
increase prices and improve its operating profit margins during
2004. Raw material costs, principally for coke and steel scrap,
increased significantly in the fourth quarter of 2003 and have
continued to increase in early 2004. Those cost increases and the
strength of the steel markets have prompted ISG, like other steel
producers, to announce significant price increases and implement
surcharges to recover some or all of the increased raw material
costs. Most recently, on February 16, 2004, ISG announced a price
increase on hot-band steel from $370 to $420 per ton, and
increased its surcharge from $30 to $90 per ton.

ISG expects to ship between 14 and 15 million tons in 2004, an
increase of nearly 5 million tons as compared with 2003. ISG's
order book is full for the first half of the year.

              Weirton Steel Purchase Agreement

On February 19, 2004, ISG announced its intention to acquire most
of the assets of Weirton Steel Corporation for $255 million,
subject to purchase price adjustments. Closing of the transaction
is subject to U.S. Bankruptcy Court approval, expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act, and satisfaction of other conditions. This acquisition is
consistent with ISG's strategy to continue to consolidate domestic
steel assets on a basis that will add value for the Company's
stockholders. ISG has the ability to finance the cash portion of
the acquisition through existing cash and credit arrangements.
However, ISG may consider financing alternatives that could permit
the Company to extend debt maturities, reduce financing costs,
improve liquidity and increase financial flexibility.

             About International Steel Group Inc.

International Steel Group Inc. is the second largest integrated
steel producer in North America, based on steelmaking capacity.
The Company has the capacity to cast more than 18 million tons of
steel products annually. It ships a variety of steel products from
11 major steel producing and finishing facilities in six states,
including hot-rolled, cold-rolled and coated sheets, tin mill
products, carbon and alloy plates, rail products and semi-finished
shapes serving the automotive, construction, pipe and tube,
appliance, container and machinery markets.

                        *     *     *

As reported in the Troubled Company Reporter's December 19, 2003
edition, Standard & Poor's Ratings Services revised its outlook on
integrated steel manufacturer International Steel Group Inc., to
positive from developing.

Standard & Poor's at the same time affirmed its 'BB' corporate
credit rating and 'BB+' senior secured bank loan rating on the
company. This is one notch higher than its corporate credit
rating. The facility consists of a $350 million revolving credit
facility due 2006; a $250 million term loan A facility due 2005
and; a $400 million term loan B facility due 2007.


JOEAUTO INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JoeAuto, Inc.
        aka JoeAuto.com, Inc.
        2204 Timberloch Place, Suite 260
        The Woodlands, Texas 77380

Bankruptcy Case No.: 04-31492

Type of Business: The Debtor is a Houston-based auto service and
                  repair company.  See http://www.joeauto.com/
                  
Chapter 11 Petition Date: January 30, 2004

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Christopher Adams, Esq.
                  Bracewell & Patterson, LLP
                  711 Louisiana Street Suite 2900
                  Houston, TX 77002
                  Tel: 713-223-2900
                  Fax: 713-221-1212

Total Assets: $11,100,000

Total Debts:  $16,100,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Davis Interests, LTD          Trade Debt              $1,089,810
14405 Brown Street
Tomball, TX 77375

Paul Keehn                    Trade Debt                $160,615

CIP I Retail Properties, LTD  Trade Debt                $153,199

Sopus Products                Trade Debt                 $54,986

Ruff Coffin Breed love        Trade Debt                 $54,826

IBM                           Trade Debt                 $50,203

Northstar Auto                Trade Debt                 $47,204

Viacom Outdoor                Trade Debt                 $41,630

Pinto Surety Services, LTD    Trade Debt                 $40,877

J.D. Powers & Associates      Trade Debt                 $37,333

Creative Consumer Research    Trade Debt                 $33,958

Chandler Signs                Trade Debt                 $33,627

Cockrell Investment Partners  Trade Debt                 $33,500
LP

Data Return                   Trade Debt                 $30,661

Star Auto Warehouse           Trade Debt                 $28,700

Reeder Distributing           Trade Debt                 $23,000

On Site Marketing             Trade Debt                 $19,591

Bunker Hill Ltd               Trade Debt                 $19,222

M&S Electric                  Trade Debt                 $17,871

ADI Systems, Inc.             Trade Debt                 $16,250


JOY GLOBAL: S&P Revises Outlook on Low-B Ratings to Positive
------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Joy Global Inc. and affirmed its 'BB' corporate
credit rating. At the same time, the subordinated debt rating was
affirmed. In addition, Standard & Poor's assigned its 'BB+' senior
secured bank loan rating and recovery rating of '1' to the
Milwaukee, Wis.-based company's amended $200 million secured
credit facilities due in 2008. The recovery rating of '1'
indicates a high expectation of full recovery of principal in the
event of a default.

"The company has shown improvement in operating performance and
continued improvement is expected because of positive fundamentals
in coal and copper end-markets," said Standard & Poor's credit
analyst John Sico.

Rated debt is approximately $400 million.

Joy Global has a strong position in the highly cyclical mining
machinery market. Through its P&H Mining Equipment and Joy Mining
Machinery divisions, the company serves subsurface and surface
mining markets, selling electric mining shovels, draglines, blast
hole drills, and complete longwall and continuous mining systems.

The $200 million credit facility is secured by essentially all of
the U.S.-based assets and is governed by a borrowing base.
Standard & Poor's distressed valuation and default scenario was
based on a significant deterioration in end-market conditions in
the mining and equipment sector. Given these conditions the bank
facility is expected to receive full recovery of principal, based
on estimated collateral values under a stressed analysis.

Relatively stable aftermarket demand and near-term end-market
fundamentals are expected to sustain the company's strong cash
flow generation in the near term despite continued fluctuations in
demand for new equipment. Sustained improvement could lead to a
higher rating over the intermediate term if the company continues
to perform well while maintaining financial discipline. Joy has
recently modified restricted payment limitations in its bank
agreement that allow for greater flexibility to pay dividends and
repurchase stock.


JP MORGAN: Fitch Assigns Low-B Ratings to 2 Ser. 2004-A1 Classes
----------------------------------------------------------------
J.P. Morgan Mortgage Trust mortgage pass-through certificates,
series 2004-A1, are rated by Fitch as follows:

-- $397.9 million classes 1-A-1, 2-A-1, 2-A-2, 3-A-1, 3-A-2, 4-A-
   1, 4-A-2, 5-A-1, 5-A-2, and A-R senior certificates 'AAA';

-- $6,583,460 class B-1 certificates 'AA';

-- $2,674,530 class B-2 certificates 'A';

-- $1,440,130 class B-3 certificates 'BBB';

-- $1,234,390 privately offered class B-4 certificates 'BB';

-- $617,190 privately offered class B-5 certificates 'B'.

The $1,028,864 privately offered class B-6 certificate is not
rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.30%
subordination provided by the 1.60% class B-1, 0.65% class B-2,
0.35% class B-3, 0.30% privately offered class B-4, 0.15%
privately offered class B-5 and 0.25% privately offered class B-6
certificates. 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, the primary servicing capabilities of
Cendant Mortgage Corporation, Countrywide Home Loans Servicing LP,
and Chase Manhattan Mortgage Corporation, which are rated 'RPS1'
by Fitch, and the master servicing capabilities of Wells Fargo
Bank Minnesota, NA, which is rated 'RMS1' by Fitch.

As of the cut-off date, Feb. 1, 2004, the trust consists of five
cross-collateralized groups of 862 conventional, adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate scheduled balance of
$411,466,264. The average unpaid principal balance of the
aggregate pool as of the cut-off date is $477,339. The weighted
average original loan-to-value ratio (OLTV) is 70.78%. The loans
were originated by Cendant Mortgage Corporation (57.73%), Chase
Manhattan Mortgage Corporation (41.06%), and Countrywide Home
Loans, Inc. (1.21%).

The mortgage loans in Group 1 consist of 172 one- to four-family
residential properties with an aggregate principal balance of
$85,933,107. The mortgage pool has a weighted average OLTV of
68.70% with a weighted average mortgage (WAM) of 5.264%. All of
the mortgage loans have mortgage rates that are fixed for
approximately ten years, and will be adjusted semi-annually
thereafter. With the exception of two mortgage loans, all of the
Pool 1 mortgage loans provide for payment of interest at the
related mortgage rate but no payment of principal, for a period of
ten years following the origination of the mortgage loan. Loans
originated under a reduced loan documentation program account for
approximately 18.28% of the pool, cash-out refinance loans 32.23%
and second homes 7.04%. The average loan balance is $499,611 and
the loans are primarily concentrated in New York (22.04%),
California (20.60%) and New Jersey (10.28%).

The mortgage loans in Group 2 consist of 106 one- to four-family
residential properties with an aggregate principal balance of
$45,181,109 as of the cut-off date. The mortgage pool has a
weighted average OLTV of 69.45% with a WAM rate of 4.944%. All of
the mortgage loans have mortgage rates that are fixed for
approximately seven years, and will be adjusted annually
thereafter. Loans originated under a reduced loan documentation
program account for approximately 16.98% of the pool, cash-out
refinance loans 12.37%, and second homes 2.53%. The average loan
balance is $426,237 and the loans are primarily concentrated in
California (16.51%), New Jersey (14.84%) and New York (11.74%).

The mortgage loans in Group 3 consist of 41 one-to four-family
residential properties with an aggregate principal balance of
$19,032,994 as of the cut-off date. The mortgage pool has a
weighted average OLTV of 65.06% with a WAM of 5.442%. All of the
mortgage loans have mortgage rates that are fixed for
approximately ten years, and will be adjusted annually thereafter.
Loans originated under a reduced loan documentation program
account for approximately 31.61% of the pool, cash-out refinance
loans 26.10%, and second homes 2.62%. The average loan balance is
$464,219 and the loans are primarily concentrated in California
(39.65%), New York (21.95%) and New Jersey (9.06%).

The mortgage loans in Group 4 consist of 183 one-to four-family
residential properties with an aggregate principal balance of
$92,372,135 as of the cut-off date. The mortgage pool has a
weighted average OLTV of 71.74% with a WAM rate of 5.059%. All of
the mortgage loans have mortgage rates that are fixed for
approximately seven years, and will be adjusted semi-annually
thereafter. With the exception of three mortgage loans, all of the
pool 4 mortgage loans provide for payments of interest at the
related mortgage interest rate, but no payments of principal, for
a period of seven years following origination of such mortgage
loan. Loans originated under a reduced loan documentation program
account for approximately 16.68% of the pool, cash-out refinance
loans 24.36%, and second homes 8.40%. The average loan balance is
$504,766 and the loans are primarily concentrated in New York
(19.07%), California (15.48%) and New Jersey (10.20%).

The mortgage loans in Group 5 consist of 360 one-to four-family
residential properties with aggregate principal balance of
$168,946,920 as of the cut-off date. The mortgage pool has a
weighted average OLTV of 72.33% with a WAM rate of 5.008%. All of
the mortgage loans have mortgage rates that are fixed for
approximately five years, and will be adjusted annually
thereafter. Loans originated under a reduced loan documentation
program account for approximately 0.85% of the pool, and cash-out
refinance loans 25.70%, and second homes 3.17%. The average loan
balance is $469,297 and the loans are primarily concentrated in
California (55.15%), Virginia (8.89%) and Washington (5.30%).

Wachovia Bank, NA will serve as trustee. J.P. Morgan Acceptance
Corporation I, a special purpose corporation, deposited the loans
in the trust which issued the certificates. For federal income tax
purposes, the trustee will elect to treat all or a portion of the
assets of the trust funds as comprising multiple real estate
mortgage investment conduits.


KAISER: Holders Want Gramercy Rev. Bonds Designated as Senior Debt
------------------------------------------------------------------
On December 1, 1992, the Kaiser Aluminum Debtors entered into an
Installment Sale Agreement with the Parish of St. James, Louisiana
pursuant to which St. James Parish purchased a solid waste
disposal facility in Gramercy, Louisiana from the Debtors and,
immediately afterwards, sold the Gramercy Facility back to the
Debtors.  Under the Sale Agreement, the Debtors agreed to
repurchase the Gramercy Facility by means of preset periodic
installments.

To fund the acquisition of the Facility, St. James Parish issued
Solid Waste Disposal Revenue Bonds, Series 1992, in the aggregate
$20,000,000 principal amount pursuant to a Trust Indenture dated
December 1, 1992.  First National Bank of Commerce was indenture
trustee.  St. James Parish assigned all of its rights under the
Sale Agreement and pledged the derived revenues for the
satisfaction of the Gramercy Revenue Bonds.

Bank One Trust Company, N.A., initially succeeded First National
Bank of Commerce as Indenture Trustee.  JPMorgan Trust Company,
N.A., later succeeded Bank One as successor-in-interest.  
JPMorgan Trust has the authority to enforce certain rights of the
Gramercy Revenue Bondholders and is authorized to act on their
behalf.

Credit Suisse First Boston underwrites for the Gramercy Revenue
Bonds.

       The Gramercy Revenue Bonds as Senior Indebtedness

In December 1989, the Debtors entered into a 14-1/4% Senior
Subordinated Note Indenture, pursuant to which the Debtors issued
the 14-1/4% Notes.  As of September 30, 1992, $321,700,000
remained outstanding of the 14-1/4% Notes.

Under a memorandum offering the sale of the Gramercy Revenue
Bonds, the Debtors intended to designate the Gramercy Revenue
Bonds as senior in right of payment to the 14-1/4% Notes.  The
Gramercy Offering Memorandum also expressly stated that the
Debtors filed a registration statement for the sale of certain
Senior Subordinated Notes in the aggregate principal amount of
$400,000,000.

Duane D. Werb, Esq., at Werb & Sullivan, in Wilmington, Delaware,
relates that, shortly after the issuance of the Gramercy Revenue
Bonds, in February 1993, the Debtors issued the Senior
Subordinated Notes due 2003 in the aggregate principal amount of
$400,000,000 pursuant to the Senior Subordinated Note Indenture.  
The proceeds of the Senior Subordinated Notes were used to fully
retire the Debtors' obligations under the 14-1/4% Notes.  Credit
Suisse underwrites the Senior Subordinated Notes.

                    Agreement to Subordinate

Pursuant to the Senior Subordinated Note Indenture, the Debtors,
First National Bank of Boston -- the predecessor to Law Debenture
Trust Company as trustee under the Senior Subordinated Note
Indenture -- and the Senior Subordinated Noteholders expressly
agreed to subordinate the Debtors' obligations under the Senior
Subordinated Notes to the Senior Indebtedness of the Debtors.  
According to Mr. Werb, the Senior Subordinated Note Indenture
provides that, in the event of a Kaiser bankruptcy, the holders
of Senior Indebtedness are entitled to have their claims
satisfied in full before the claims of the Senior Subordinated
Noteholders are paid.

            The Lost Senior Indebtedness Designation

Mr. Werb relates that on March 28, 2002, Bank One requested that
Law Debenture Trust's predecessor, State Street Bank, in its
capacity as the successor trustee under the Subordinated Notes
Indenture, confirm that the Gramercy Revenue Bonds constitute
Senior Indebtedness in accordance with the Senior Subordinated
Note Indenture.

By letter dated April 19, 2002, State Street Bank informed Bank
One that it had not located a written notice from the Debtors
designating the Gramercy Revenue Bonds as Senior Indebtedness.  
State Street further informed Bank One that since State Street
Bank was not aware of any notice, State Street Bank would not
consider the Gramercy Revenue Bonds to be Senior Indebtedness
under the Senior Subordinated Note Indenture.  Law Debenture
Trust has taken the same position with regard to the designation.

Mr. Werb tells the Court that before April 19, 2002, certain
Gramercy Revenue Bondholders did not know -- nor did they have
any reason to know -- that the Debtors may have failed to
designate of the Gramercy Revenue Bonds as Senior Indebtedness
under either the 14-1/4% Note Indenture or the Subordinated Note
Indenture.  Mr. Werb says that the Debtors have neither confirmed
nor denied providing either Law Debenture Trust, State Street
Bank or First National Bank with a written notice designating
their obligations under the Sale Agreement to be Senior
Indebtedness under the Senior Subordinated Note Indenture.

On behalf of and for the ratable benefit of current Gramercy
Revenue Bondholders, Paul J. Guilliot, Gothlyn J. Reck, Bear,
Stearns & Co. Inc., Silver Point Capital Fund, LP, and JPMorgan
ask the Court to:

   (a) declare that the Debtors have issued and delivered to
       either First National Bank, State Street Bank, or Law
       Debenture Trust a designation of their obligations under
       the Sale Agreement as Senior Indebtedness pursuant to the
       Senior Subordinated Note Indenture; or

   (b) in the alternative, direct the Debtors to issue, if they
       have not previously done so, to Law Debenture Trust,
       pursuant to the Senior Subordinated Note Indenture, a
       written notice designating their obligations under the
       Sale Agreement as Senior Indebtedness to the Senior
       Subordinated Notes; and

   (c) declare that the Debtors' obligations under the Sale
       Agreement are senior in priority to their obligations
       under the Senior Subordinated Notes.

Messrs. Guilliot and Reck, Bear Stearns and Silver Point hold
Gramercy Revenue Bonds.

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


KAISER ALUMINUM: Agrees to Sell Mead, Washington Smelter for $4MM+
------------------------------------------------------------------
As part of an ongoing cooperative effort with the United
Steelworkers of America (USWA) to identify and implement a viable
and mutually beneficial plan for the future of Kaiser Aluminum's
curtailed aluminum smelter in Mead, Washington, the company said
it has reached an agreement to sell the facility and certain
related technology to an affiliate of Columbia Ventures
Corporation, CVB Northwest LLC, for cash proceeds of approximately
$4 million and other related consideration regarding certain site-
related liabilities.

Columbia Ventures Corporation (CVC), based in Vancouver,
Washington, is an entrepreneurial firm with investments in
aluminum manufacturing and telecommunications. "We believe there
could be long-term opportunities for the Mead smelter that we hope
will provide a number of jobs and substantial economic benefit for
the community," said Kenneth D. Peterson, Chief Executive Officer
of CVC. "Although there may be other potential opportunities at
Mead, our intent is to focus on determining if we can reasonably
restart the anode baking operation and sell those anodes to other
affiliates of CVC and/or third parties. We will be discussing this
with the USWA and hope to provide employment opportunities as part
of this effort. Initially, we may also maintain an ability to
operate at least two potlines -- or about 50,000 metric tonnes of
capacity -- as swing capacity if and when we see a favorable
combination of aluminum and power prices."

David Foster, USWA District Director, said, "CVC knows the region
and the industry, and we look forward to working in partnership
with this firm to bring near-term jobs and the potential for more
with the possibility of a potline restart under the right business
conditions. We also appreciate the effort expended by Kaiser to
work with the USWA to find such a positive future for Mead."

Kaiser President and Chief Executive Officer Jack A. Hockema said,
"Over the past year, we have engaged in a cooperative effort with
the USWA and industry consultants to examine numerous options that
might enable Mead to operate. We believe the transaction with CVC
is the optimal solution to preserve Mead's ability to provide jobs
and economic benefit for the local community. At the same time,
the transaction will help Kaiser continue the momentum toward our
stated goal of emerging from Chapter 11 in mid 2004."

Hockema said, "We value the deep roots that Kaiser has -- and will
continue to have -- in Washington. In particular, our continuing
operations at the Trentwood rolling mill and the Richland drawn
tube facilities are unaffected by this announcement. Together,
Trentwood and Richland have more than 500 active employees and are
key suppliers in their respective business segments."

The transaction is subject to various approvals, including by
Kaiser's Board of Directors and by the United States Bankruptcy
Court for the District of Delaware, where Kaiser expects to file a
related motion as soon as practical. Kaiser expects to request
final approval for the transaction at the regularly scheduled
Court hearing on April 26, 2004 and, assuming the requisite
approvals and other conditions are met, would expect the
transaction to close during the second quarter of 2004.

Under the agreement with CVC, Kaiser would retain ownership and
responsibility for a closed site adjacent to the facility that was
used historically for the storage of spent potliners. Through a
cooperative agreement with the Washington State Department of
Ecology, the Company completed substantial work in 2001 to further
safeguard the closed site and surrounding properties. The company
continues in active and cooperative discussions with the
Washington State Department of Ecology and the U.S. Environmental
Protection Agency to ensure the long-term success of this project.

The Mead, Washington, smelter began operating in 1942 and has an
annual rated capacity of 200,000 metric tonnes in its current
configuration. It has been curtailed since January 2001 and has
fewer than 20 active employees, most of whom will be eligible for
employment with CVC.

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


KELLNER INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Kellner, Inc.
        dba Test Technology Associates
        117 Hillside Drive
        Lewisville, Texas 75057

Bankruptcy Case No.: 04-40589

Type of Business: The Debtor is a programming operation in the
                  test industry. It provides test programs and
                  fixtures for Agilent, Teradyne, GenRad and TRI
                  test platforms. See http://www.tta-prog.com/

Chapter 11 Petition Date: February 6, 2004

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Randy F. Taub, Esq.
                  Law Office of Randy Ford Taub
                  1004 Crystal Springs Drive
                  Allen, TX 75013
                  Tel: 972-678-2950

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


KEYSTONE CONSOLIDATED: Files Voluntary Petition in E.D. Wisconsin
-----------------------------------------------------------------
Keystone Consolidated Industries, Inc. (OTC Bulletin Board: KESN)
filed a voluntary petition for reorganization under Chapter 11 of
the U.S. Bankruptcy Code on February 26, 2004. Keystone filed the
petition in the U.S. Bankruptcy Court for the Eastern District of
Wisconsin in Milwaukee.

The Company also announced it is seeking immediate bankruptcy
court approval of $60 million in debtor-in-possession (DIP) credit
facilities consisting of a $55 million secured DIP financing from
Congress Financial Corporation (Central) and a $5 million secured
DIP financing from EWP Financial LLC, a wholly-owned subsidiary of
Contran Corporation, Keystone's majority shareholder. EWP
Financial LLC is also participating in the $55 million Congress
facility. The DIP facilities are expected to provide the Company
with sufficient liquidity to meet the working capital needs of
Keystone throughout the reorganization process and to enable the
Company to emerge from the Chapter 11 reorganization process as a
stronger, cost- competitive company.

Keystone intends to continue normal operations throughout the
reorganization process and anticipates customer shipments will
continue without interruption. Although the Chapter 11 filing will
freeze the Company's liabilities until the approval of a
reorganization plan by the bankruptcy court, Keystone's DIP
facilities should allow the Company to operate normally and pay
its suppliers throughout the reorganization process.

The Company had hoped to restructure outside of bankruptcy court,
and during the past two years took a number of steps towards that
end including restructure of $93.9 million of secured debt,
disposition of non-core facilities, eliminating certain operations
and substantial reductions in salaried personnel. However,
Keystone's limited liquidity combined with rapidly escalating
costs and other industry conditions resulted in the Company being
forced to seek the protection of the bankruptcy court in order to
complete the restructure of the Company and preserve the future of
Keystone.

The future viability of Keystone is primarily dependent on the
Company's ability to significantly reduce operating costs.
Keystone intends to seek substantial reductions in medical costs
for both its active work force and retirees by changing medical
plan coverages and participant premiums during the reorganization
process. The Company believes the successful implementation of
these medical plan changes combined with the additional
restructure of certain indebtedness of the Company will enable the
Keystone to emerge from the reorganization process as a well
financed, cost-competitive producer. The Company has not set a
date to emerge from Chapter 11, but intends to move through the
process quickly.

Keystone Consolidated Industries, Inc. is headquartered in Dallas,
Texas. The company is a leading manufacturer and distributor of
fencing and wire products, wire rod, industrial wire, nails and
construction products for the agricultural, industrial,
construction, original equipment markets and the retail consumer.
Keystone's common stock is traded on the OTC Bulletin Board
(Symbol: KESN).


KNOX COUNTY: Gets Nod to Hire TBG Specialist as Consultants
-----------------------------------------------------------
Knox County Hospital Operating Corporation sought and obtained
approval from the U.S. Bankruptcy Court for the Eastern District
of Kentucky to hire TBG Specialist as its consultants.

TBG Specialist has a background in healthcare facility operations
and is willing to provide services to Knox County.

TBG Specialist is expected to:

   a) provide regular advice and counsel to Hospital's executive
      management and governing board, attorneys and other
      consultants or agents or contractors regarding hospital
      operations;

   b) provide regular advice respecting implementation of
      operational plans to achieve cost-savings and operational
      efficiencies; and

   c) participate as deemed prudent and appropriate in
      negotiations or conferences with other interested parties,
      creditors, or stakeholders respecting hospital operations,
      requested by the governing board, Chairman of the board,
      airman of the special committee of the board authorized to
      carry on negotiations or discussions regarding hospital
      operations, or attorneys representing the Hospital.

TBG Specialist's professionals and their hourly rates are:

      Professional's Name      Billing Rate  
      -------------------      ------------
      David Ingram             $700 per day
      Jonna Smith              $700 per day
      Edward Warren            $800 par day
      Melissa Moore            $600 per day
      David Pilkington         $600 per day
      Tim Artz                 $600 per day
      Tim Hill                 $800 per day
      Fran Fontenot            $700 per day
      Connie Cockran           $800 per day
      Pam Farrell              $700 per day
      Susan Andrews            $600 per day
      Tom Butler Jr.           $800 per day
                               $124 per hour

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


LONGVIEW FIBRE: New $250MM Credit Facility Gets S&P's BB Rating
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB' senior
unsecured bank loan rating to Longview Fibre Co.'s new $250
million, four-year senior unsecured revolving bank credit
facility. At the same time, Standard & Poor's affirmed its
existing ratings on the company. The outlook is stable.

"The new bank line replaces a similar facility that would have
expired in December 2004," said Standard & Poor's credit analyst
Cynthia Werneth. Financial covenants include a maximum debt to
capital ratio of 57.5% through July 21, 2004, and 55.0%
thereafter; a minimum fixed-charge coverage ratio of 1.35 to 1.0;
and a specified, formula-based minimum consolidated net worth. The
credit agreement also contains a provision whereby the borrower is
required to notify the agent bank of any change in its senior
unsecured debt rating.

The bank loan rating is the same as the corporate credit rating,
reflecting the lenders' senior unsecured status.

The ratings on Longview, Washington-based Longview Fibre Co.
reflect its below-average business position within cyclical
forest-products markets and an aggressive financial profile,
partly offset by its ownership of valuable timberlands and
demonstrated commitment to debt reduction.

Longview Fibre is engaged in three primary businesses: timberland
ownership and management, the manufacture of kraft paper and
paperboard, and the conversion of paperboard and paper into
corrugated containers and specialty packaging.


MELT INC: Engages HJ & Associates as New Independent Accountant
---------------------------------------------------------------
Effective February 10, 2004, Melt Inc. engaged HJ & Associates,
LLC, of Salt Lake City, Utah as its new principal independent
accountants with the approval of its Board of Directors.
Accordingly, the Company has dismissed Farber & Hass, LLP.
Farber & Hass, LLP was appointed as the Company's principal
independent accountant following the Company's incorporation on
July 18, 2003.

The report on the financial statements prepared by Farber & Hass
for the fiscal period ending September 15, 2003, contained a
paragraph with respect to Melt's ability to continue as a going
concern.


METROMEDIA: Unresolved Liquidity Issues May Spur Bankruptcy Filing
------------------------------------------------------------------
Metromedia International Group, Inc. (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia, Eastern Europe and the Republic of Georgia, announced
its financial results for the third quarter ended September 30,
2003.

For the three months ended September 30, 2003, the Company
reported net income attributable to common stockholders of $24
thousand on consolidated revenues of $18.6 million. Income
attributable to common stockholders from the Company's continuing
core business operations during this period was $0.4 million and
losses from discontinued non-core business operations were $(0.4)
million. This compares to a net loss attributable to common
stockholders of $(48.7) million, or $(0.52) per share, on
consolidated revenues of $15.9 million in the corresponding period
of 2002. $(38.5) million and $(10.1) million of such net loss was
generated by the Company's continuing and discontinued business
operations, respectively, in the corresponding period of 2002;

For the nine months ended September 30, 2003, the Company reported
net income attributable to common stockholders of $1.3 million, or
$0.01 per share, on consolidated revenues of $53.1 million. Losses
attributable to common stockholders from the Company's continuing
core business operations during this period were $(7.5) million
and income from discontinued non-core business operations was $8.8
million. This compares to a net loss attributable to common
stockholders of $(104.8) million, or $(1.11) per share, on
consolidated revenues of $47.9 million in the corresponding period
of 2002. $(68.2) million and $(35.5) million of such net loss was
generated by the Company's continuing and discontinued business
operations, respectively, in the corresponding period of 2002; and

As of September 30, 2003 and January 30, 2004, the Company had
$24.1 million and $23.3 million, respectively, of unrestricted
cash at its headquarters level.

With respect to these financial results, Mark Hauf, Chairman and
Chief Executive Officer, commented, "The Company's current
financial performance reflects the progress we have made on
implementing the significant corporate restructuring we embarked
on last year. When I accepted the responsibilities of Chief
Executive in February 2003, the Company was faced with substantial
liquidity issues and, in my opinion, the need for a fundamental
change in the Company's operational processes and business
development strategies. In response, we initiated a three point
restructuring program. First, significantly downsize corporate
overhead staff and related expenditures. Second, monetize
historical interests in cable television and radio broadcast
businesses, to generate needed cash and better focus the
attentions of the Company. And third, concentrate all continuing
business development attention on core telephony businesses in
Russia and the Republic of Georgia. The third quarter 2003
financial results that we are now reporting provide a yardstick by
which to measure our success thus far in the pursuit of this
restructuring program. While additional work remains in connection
with the disposition of remaining non-core media businesses and
the reduction of certain historical overhead expenditures, I am
pleased that our efforts to date have yielded both income and a
modest cash reserve. Although the current financial reports
admittedly reflect a wide range of non-operating adjustments in
addition to basic operating performance, I believe they clearly
demonstrate a fundamental departure from the Company's historical
trends. I am especially pleased with the strong operating
performance of our core PeterStar and Magticom businesses for the
first nine months of 2003."

Mr. Hauf added: "There are still a number of risks the Company
faces with respect to our efforts to return to a stable and
sustainable financial position, especially those connected with
the further building of liquidity reserves and those relating to
the operation of a business in volatile developing foreign
markets. Despite these risks, I can report my belief, as backed by
the financial results we announced today, that our efforts to
restructure and refocus the Company should result in continued
material improvements in the Company's basic health and future
prospects."

Ernie Pyle, Executive Vice President and Chief Financial Officer,
commented: "As we announced on September 30, 2003, the Company's
Board of Directors formally approved management's plan to dispose
of all remaining non-core media businesses of the Company.
Accordingly, pursuant to US Generally Accepted Accounting
Principles, the Company is now presenting the 2003 and 2002
financial results of its non-core business operations as
discontinued business components. Note also that the Company's
2003 and 2002 financial results reflect the effects of gains and
losses on the sale of businesses; gains on the retirement of
indebtedness and impairment charges associated with the Company's
carrying value in businesses prior to their disposition."

Although not explicitly itemized, the "Income (loss) from
continuing operations attributable to common stockholders" and
"Adjusted loss from continuing operations attributable to common
stockholders"also reflects:

-- Professional advisors' fees, principally incurred in connection
   with the Company's restructuring initiatives of $117 thousand
   and $44 thousand in the three months ended September 30, 2003
   and 2002, respectively, and $2.4 million and $44 thousand for
   the nine months ended September 30, 2003 and 2002,
   respectively;

-- Severance related expenses incurred as a result of the  
   Company's actions in the first quarter of 2003 to substantially
   down-size its corporate headquarters personnel of $0.7 million
   and $3.4 million in the three and nine months ended September
   30, 2003, respectively; and

-- The "non-cash" dividend charge attributable to the Company's
   outstanding cumulative convertible preferred stock of $4.4
   million and $4.1 million in the three months ended September
   30, 2003 and 2002, respectively, and $13.0 million and $12.1
   million for the nine months ended September 30, 2003 and 2002,
   respectively.

Mr. Pyle added: "The Company experienced a 20%, quarter-over-
quarter reduction in its corporate overhead run-rate in the 2003
third quarter as compared to its 2003 second quarter. We expect to
report further reductions in corporate overhead run-rate over the
next several quarters as our corporate restructuring initiatives
are completed."

Mr. Pyle further commented: "The Company's current presentation of
financial results to distinguish its core and non-core businesses
is intended to aid investors in obtaining a thorough understanding
of the Company's continuing business performance. We are also
pursuing an initiative to report on a current basis all of the
businesses that have historically been reported in our public
filings on a three-month lag. We expect to implement this current-
basis reporting in our audited 2003 financial statements that will
be included within our Annual Report on Form 10-K for the fiscal
year ended December 31, 2003. These measures are aimed at
improving the understandability of our periodic financial
performance reports."

With respect to the delays in the issuance of the third quarter
Form 10-Q and the Company's ability to timely file future reports
with the SEC, Mr. Pyle added: "Despite the extensive staff
downsizing we undertook during 2003 and the relocation of the
Company's Corporate headquarters during the last half of 2003, we
believe that we are assembling sufficient corporate resources to
meet our long-run public filing requirements. Many of the
circumstances that caused the delay in filing of our Quarterly
Report on Form 10-Q for the period ended September 30, 2003,
related to activities of the Company and its subsidiaries that
occurred up to a decade ago. Addressing these historical matters
created a significant and unexpected demand on our corporate
resources that resulted in the unfortunate delay in our third
quarter Form 10-Q filing."

         Financial Performance of Principal Core Businesses

PeterStar - Consolidated Business Venture:

PeterStar, the leading competitive local exchange carrier in St.
Petersburg, Russia in which the Company has a 71% ownership
interest, provides telecommunications services in the Northwest
Region of Russia. PeterStar operates a digital, fiber optic
telecommunication network that is interconnected with incumbent
St. Petersburg and Moscow public telephony operators and with
various mobile telephone, long distance and domestic and
international IP-Service operators. PeterStar offers business and
residential end users a suite of voice telephony, data
communications and IP-based services, in addition to providing
traffic termination and transport services for other carriers.

PeterStar revenues increased by 18% and 13% for the three and nine
months ended September 30, 2003, as compared to the same periods
in 2002, due principally to the growth in carrier transit revenue,
growth in both data and Internet services and growth in equipment
and other telecom revenues. PeterStar's 2003 focus on the fast-
growing data market is reflected in significant increases in
subscription for these promising new services. Gross margin as a
percent of revenue declined from 75% to 67% in the nine month
period due principally to reductions in tariff rates on long
distance traffic as a result of increased competitive pressure in
that sector. This decline was offset, however, by a sharp
reduction in SG&A expenditures arising from efficiency
improvements and reductions in management fees, advertising
expenses and general administrative costs. PeterStar made
substantially greater capital investment in its network in 2003 as
compared to the prior year, extending its core fiber network and
local connection capacities in anticipation of significant future
growth, especially in data trafficking.

Magticom - Equity Method Business Venture:

Magticom, in which the Company has a 35% ownership interest,
operates a wireless communications network and markets mobile
voice communication services nationwide to private and commercial
users in the Republic of Georgia. Magticom's network offers
services using GSM standards in both the 900 MHz and 1800 MHz
spectrum range.

Magticom's financial results have historically been and are
currently being reported on by the Company within its public
filings based on a three-month lag. Accordingly, the financial
results included in the Company's financial results for the three
and nine month periods ended September 30, 2003 reflect the
operating performance of Magticom for the three and nine month
periods ended June 30, 2003.

Magticom revenues increased by 53% and 45% for the three and nine
months ended September 30, 2003, as compared to the same periods
in 2002, due to the strong growth in the subscriber base, a rate
increase for incoming traffic and an increase in the average
minutes of usage. Magticom presently enjoys an approximate 2:1
lead in subscribers over its nearest competitor in Georgia. Gross
margin remained nearly constant as a percent of revenue; however,
growth of SG&A expenditures was substantially lower than general
revenue growth, reflecting continuing improvements in operating
efficiency. The apparent sharp decline in capital spending through
the first nine months of 2003 reflects the somewhat back-end
loaded timing of Magticom's 2003 construction program. Magticom in
fact undertook substantial network expansion and reinforcement
during calendar 2003 as well as a major renovation and expansion
of its primary switching and operation center in Tbilisi.

              Filing of 2003 Third Quarter Form 10-Q

Simultaneously with the filing of its 2003 third quarter Form 10-Q
with the Securities and Exchange commission, the Company delivered
a copy thereof to the Trustee of its 10 1/2 % Senior Discount
Notes due 2007 and thereby cured a default condition within the
specified cure period provided for under the Indenture governing
the Senior Discount Notes. As previously reported, the Trustee had
advised the Company on January 9, 2004 that it must provide the
Trustee with its filed 2003 third quarter Form 10-Q by March 8,
2004 or the Trustee would be forced to declare an Event of Default
under the Indenture.

          Restatement of Prior Year Financial Information

As previously disclosed, the Company determined that certain
accounting errors had been made in its past financial statements,
and accordingly, the Company has amended its 2002 Annual Report on
Form 10-K, and its 2003 first and second quarter quarterly reports
on Form 10-Q to reflect the following items:

1. The Company should have recorded in fiscal year 2002 a $2.1
million tax refund that it received on November 10, 2003 from the
United States Department of Treasury, related to the carry-back of
certain AMT losses which recovered taxes paid in prior years.
Specifically, the Company should have recorded an income tax
benefit within the 'Income tax expense' line item contained in its
consolidated financial statements in each of the three months
ended March 31, 2002, June 30, 2002, September 30, 2002 and
December 31, 2002 of $1.1 million, $0.8 million, $41 thousand and
$0.2 million, respectively;

2. The Company should have recorded a $2.3 million tax refund from
the United States Department of Treasury, related to the carry-
back of certain AMT losses which recovered taxes paid in prior
years, that the Company had previously recorded within the "Loss
from discontinued components" line item contained in its
consolidated financial statements for the three and twelve month
periods ended December 31, 2002, within the "Income tax expense"
line item within its consolidated financial statements for the
three months ended March 31, 2002. Furthermore, in connection with
this adjustment, the Company reclassified $66 thousand of interest
income from the "Loss from discontinued components" line item to
the 'Interest income' line item within its consolidated financial
statements for the three months ended December 31, 2002; and

3. The Company historically accounted for unpaid dividends on its
7 1/4% cumulative convertible preferred stock on a simple interest
basis; however, pursuant to the Preferred Stock Certificate of
Designation, cumulative unpaid dividends are subject to quarterly
compounding. The Company has recalculated the cumulative unpaid
dividend amount for 2002 and 2003 based on the date of the first
unpaid dividend and has increased the quarterly dividend expense
amounts in the 2002 and 2003 quarterly periods by $0.2 million,
$0.3 million, $0.4 million, $0.4 million, $0.5 million and $0.6
million for the three months ended March 31, 2002, June 30, 2002,
September 30, 2002, December 31, 2002, March 31, 2003 and June 30,
2003 respectively. Under-reported dividend expense amounts prior
to 2002 were immaterial. With all quarterly compounding
corrections applied, as of September 30, 2003 the total dividend
in arrears was $41.4 million.

            Liquidity Issues and Restructuring Update

Corporate Liquidity

As of September 30, 2003 and January 30, 2004, the Company had
$24.1 million and $23.3 million, respectively, of unrestricted
cash at its headquarters level. The $24.1 million of cash at
September 30, 2003 reflects cash held at headquarters subsequent
to the Company's $8.0 million semi-annual interest payment, which
was due on September 30, 2003, on its Senior Discount Notes, with
a current outstanding principal balance (fully accreted) of $152.0
million.

The Company projects that its current corporate cash reserves,
anticipated cash proceeds of non-core business sales and
anticipated continuing dividends from core business operations
will be sufficient for the Company to meet its future operating
and debt service obligations on a timely basis.

If the Company does not realize the cash proceeds it currently
anticipates on the future sale of its non-core businesses and does
not receive the amount of dividends from the core business
operations that it currently anticipates, the Company does not
believe that it will be able to fund its planned operating,
investing and financing cash flows through September 30, 2004, the
due date of an $8 million semi-annual interest payment on the
Company's Senior Discount Notes. However, even assuming no
proceeds from further sale of non-core businesses and no further
dividends from core business operations, the Company projects that
its cash flow and existing capital resources will permit it to pay
the $8 million semi-annual interest payment due on March 30, 2004
on its Senior Discount Notes.

If the Company is not able to satisfactorily manage these
liquidity issues, the Company may have to resort to certain other
measures, including ultimately seeking the protection afforded
under the U.S. Bankruptcy Code. The Company cannot provide any
assurance at this time that it will be successful in avoiding such
measures. Additionally, the Company currently has a stockholders
deficit and has historically suffered recurring net operating cash
deficiencies.

The consolidated financial statements accompanying the Company's
2003 third quarter Form 10-Q have been prepared assuming that the
Company will continue as a going concern. The aforementioned
factors, however, raise substantial doubt about the company's
ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

Asset Sales

As previously communicated, the Company is continuing to pursue
the sale of its remaining non-core media businesses, including
most of its remaining cable television and radio broadcast
businesses. While attempting to assure a reasonably speedy
disposition of these businesses, the Company continues to market
these businesses in a manner it believes will maximize the cash
proceeds generated. Management presently anticipates that these
sales will be completed during the first half of 2004.

Capital Restructuring

During 2003, the Company engaged in discussions with
representatives of holders of a substantial portion of the
Company's Senior Discount Notes concerning a restructuring of the
Senior Discount Notes. To date, no restructuring has been agreed
upon and further restructuring discussions with these substantial
Senior Discount Note holders have been suspended. Opportunities to
restructure the Company's balance sheet, including to refinance
the Senior Discount Notes and the Company's Preferred Stock with
an aggregate preference claim of $248.4 million as of September
30, 2003, are being pursued, but immediate Company plans presume
continued service of the Senior Discount Notes on current terms
and continued deferral of the payment of dividends on the
Preferred Stock. The Company cannot provide assurances at this
time that a capital restructuring effort will be undertaken or, if
undertaken, that such effort would produce a material improvement
in short-run cash flows or equity valuations.

             About Metromedia International Group

Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Eastern Europe and
the Republic of Georgia. These include mobile and fixed line
telephony businesses, wireless and wired cable television networks
and radio broadcast stations. The Company has focused its
principal attentions on continued development of its core
telephony businesses in Russia and the Republic of Georgia, while
undertaking a program of gradual divestiture of its non-core media
businesses. The Company's remaining non-core media businesses
consist of four cable television networks, including operations in
Russia, Romania, Belarus and Lithuania. The Company also presently
owns interests in nineteen radio businesses operating in Finland,
Hungary, Bulgaria, Estonia, Latvia and the Czech Republic. The
Company's core telephony businesses include PeterStar, the leading
competitive local exchange carrier in St. Petersburg, Russia, and
Magticom, the leading mobile telephony operator in the Republic of
Georgia.


MEZZ CAP: Fitch Takes Rating Actions on Series 2004-C1 Notes
------------------------------------------------------------
Fitch Ratings assigns the following ratings to the Mezz Cap
Commercial Mortgage Trust, series 2004-C1, commercial mortgage
pass-through certificates:

        --$30,571,000 class A, 'AAA';
        --$50,531,248 class X*, 'AAA';
        --$2,779,000 class B, 'AA';
        --$2,274,000 class C, 'A';
        --$2,779,000 class D, 'BBB';
        --$1,453,000 class E, 'BBB-';
        --$1,579,000 class F, 'BBB-';
        --$1,137,000 class G, 'BB';
        --$4,422,000 class H, 'B';
        --$505,000 class J, 'B-';
        --$3,032,248 class K, 'NR'.

*Notional Amount and interest-only

All classes 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 85
fixed-rate loans having an aggregate principal balance of
approximately $50,531,248, as of the cutoff date.


MIRANT CORP: Obtains Interim Nod to Expand Deloitte's Employment
----------------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
the Mirant Corp. Debtors seek the Court's authority to expand
their employment of Deloitte & Touche LLC as advisors and
consultants.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, recalls that the Court already authorized the Debtors to
employ Deloitte in connection with a wide range of tax
consulting, tax compliance and tax advisory services effective as
of July 14, 2003.

Now, the Debtors wish to expand the scope of Deloitte's
engagement effective as of:

   -- November 17, 2003 for cost allocation services;
   -- December 1, 2003 for valuation services; and
   -- December 3, 2003 for outsourcing services.

Pursuant to Engagement Letters, Deloitte will provide these
services:

A. Cost Allocation

   (a) Develop alternative cost allocation methodologies for use
       by Mirant Corporation in allocating costs among
       affiliates on a prospective basis;

   (b) Assist Mirant in reallocating costs among affiliates on a
       pro forma basis for the period July 2003 through October
       2003, including a comparative analysis of the pro forma
       cost reallocation to the cost allocations recorded for
       the same time period;

   (c) Prepare a report to include a discussion of the new
       allocation methodologies, Mirant's rationale for
       selecting each, and other methodologies proposed by
       Deloitte but not selected by Mirant for cost allocation
       purposes;

   (d) Document the new allocation methodologies and the basis
       for their application in a policies-and-procedures format
       of use by Mirant;

   (e) Assist Mirant in the incorporation of any new allocation
       methodologies into Mirant's General Ledger system; and

   (f) Assist with other accounting and related matters as
       Mirant may, from time to time, request and as may be
       agreed to by Deloitte.

B. Valuation

   Provide Mirant's management with valuation analyses to assist
   in meeting reporting obligations under SFAS 142 and SFAS 144.

C. Outsourcing

   Provide middle-office and back-office outsourcing and
   functional support under the Debtors' direct supervision.

Ms. Campbell informs the Court that Deloitte has extensive
accounting experience and knowledge of cost-allocation
methodologies.  Deloitte is also experienced in providing
valuation services in connection with management's obligations in
implementing the reporting requirements of Statement of Financial
Accounting Standards Nos. 142 and 144.  Deloitte previously
provided certain valuation analysis to the Debtors and will, in
part, be updating the prior analysis as part of its expanded
services.  

Jacien Steele, a partner of Deloitte & Touche LLP, tells Judge
Lynn that for the additional services, the firm will charge the
Debtors its customary hourly rates for services rendered, which
are:
                                           Cost
   Position                Valuation    Allocation   Outsourcing
   --------                ---------    ----------   -----------
   Partner/Principal/     $330 - 390    $450 - 600     $600
   Director

   Senior Manager          275 - 325     350 - 500      500

   Manager                 250 - 290     300 - 450      450

   Senior Staff            190 - 230     175 - 325      325

   Staff                   150 - 180     125 - 225      225

Moreover, Deloitte will seek reimbursement of its expenses.

Mr. Steele assures the Court that to the best of his knowledge,
the partners, principals and employees of Deloitte who are
anticipated to work on the engagement do not have any connection
with, or any interest adverse to, the Debtors, their estates,
their significant creditors or other parties-in-interest.  Mr.
Steele believes that Deloitte continues to be a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                       *     *     *

Pending a final order, Judge Lynn authorizes the Debtors to
employ Deloitte effective as of February 4, 2004 for the cost-
allocation, valuation and outsourcing services. (Mirant Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


MUSTANG ATHLETIC: Case Summary & 31 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mustang Athletic Corp.
        aka Mustang Sports
        17951 Interstate 45 South
        Conroe, Texas 77385

Bankruptcy Case No.: 04-31876

Type of Business: The Debtor owns a sports facility for inline
                  hockey, soccer and lacrosse and holds organized
                  Leagues.  See http://www.mustang-sports.com/

Chapter 11 Petition Date: February 2, 2004

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Joel P. Kay, Esq.
                  Hughes Watters and Askanase
                  1415 Louisiana, Suite 3700
                  Houston, TX 77002-7354
                  Tel: 713-759-0818
                  Fax: 713-759-6834

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 31 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
American Founders Life Ins.   Secured Claim           $1,753,770
Co.
2720 East Camelback Road
Phoenix, AZ 85016

CCM/Maska U.S., Inc.          Unsecured Claim            $10,041

Diamond McCarthy              Unsecured Claim             $9,020

Automatic Data Processing     Unsecured Claim             $7,835

Gerald L. Simpson             Unsecured Claim             $7,339

Jenkens & Gilchrist           Unsecured Claim             $5,627

Marvin F. Poer & Co.          Unsecured Claim             $5,546

Mission Roller Hockey, Inc.   Unsecured Claim             $5,174

Kubota Credit Corp. USA       Unsecured Claim             $4,388

The Hartford                  Unsecured Claim             $3,279

Bravo Corp.                   Unsecured Claim             $3,175

Hal Watson Air Conditioning   Unsecured Claim             $2,982
Co., Inc.

Winstead Sechrest & Minick    Unsecured Claim             $2,671
P.C.

BMP Paper & Printing, Inc.    Unsecured Claim             $2,349

Carl Cooke & Donnenberg, LLP  Unsecured Claim             $1,768

Sam's Club                    Unsecured Claim             $1,718

De Lage Landen                Unsecured Claim             $1,610

U.S. Trustee                  Unsecured Claim             $1,500

Bauer Nike Hockey USA         Unsecured Claim             $1,152

Houston Community             Unsecured Claim             $1,138

Bracewell & Patterson, LLP    Unsecured Claim             $1,066

Minolta Business Systems      Unsecured Claim               $951

Diamond Trophies              Unsecured Claim               $939

Innovative Turf Supply        Unsecured Claim               $920

Univar USA Inc.               Unsecured Claim               $909

Coca-Cola Enterprise-East TX  Unsecured Claim               $781

Chansen Publishing, Inc.      Unsecured Claim               $689

T.C. Computer Service, Inc.   Unsecured Claim               $665

Domino's Pizza                Unsecured Claim               $638

Roy's Air Conditioning        Unsecured Claim               $610

Crown Paper & Chemical        Unsecured Claim               $596


NATIONAL BENEVOLENT: Section 341(a) Meeting Fixed for March 22
--------------------------------------------------------------
The United States Trustee will convene a meeting of The National
benevolent Association of Christian Church's creditors at 9:30
a.m., on March 22, 2004, in San Antonio Room 333 at U.S. Post
Office Bldg., 615 E. Houston St., San Antonio, Texas 78205. This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Saint Louis, Missouri, The National Benevolent
Association of the Christian Church (Disciples of Christ)
-- http://www.nbacares.org/-- manages more than 70 facilities  
financed by the Department of Housing and Urban Development (HUD)
and owns and operates 18 other facilities, including 11 multi-
level older adult communities, four children's facilities and
three special-care facilities for people with disabilities.  The
Company filed for chapter 11 protection on February 16, 2004
(Bankr. W.D. Tex. Case No. 04-50948).  Alfredo R. Perez, Esq., at
Weil, Gotshal & Manges, LLP represents the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed more than $100 million in both
estimated debts and assets.


NATIONAL CENTURY: NMC Wants Court to Estimate Claims for Voting
---------------------------------------------------------------
National Medical Care, Inc. provides kidney dialysis products and
related healthcare services.  NMC provides its products and
services on credit.  It sells the product or service, bills
the customer, and then collects the receivable.  As part of its
collection process, NMC established bank lockboxes into which
government and private customers would send payments.  In 1998,
NMC sold nearly all of its homecare division to Home Medical Care
of America, Inc.  HMA paid $16,000,000 in cash and executed two
promissory notes -- one for $59,000,000 and the other for
$10,000,000.  The National Century Debtors guaranteed the two
promissory notes.

As part of the sale, Michael Kendall, Esq., at McDermott, Will &
Emery, in Boston, Massachusetts, relates, NMC and HMA agreed that
all receivables relating to NMC's homecare division would
continue to flow into the lockboxes.  Shortly after the sale,
NMC, HMA, and the Debtors agreed that these receivables would be
swept from the lockboxes into one of the Debtors' bank accounts.  
The Debtors would then sort out which monies related to the
business sold to HMA and which monies belonged to NMC.  The
Debtors agreed to return NMC's monies within five days after the
money was deposited.

Mr. Kendall tells the Court that HMA defaulted on both promissory
notes.  It failed to pay interest on the first note, and it paid
nothing on the $10,000,000 note.  When HMA defaulted and the
Debtors failed to honor its guarantee, the Debtors held
approximately $5,800,000 of NMC's money.

A year and a half after the sale, NMC filed suit against HMA, the
Debtors, and other parties in the Middlesex Superior Court,
Commonwealth of Massachusetts.  NMC's claims include breach of
the promissory notes, breach of the asset purchase agreement,
conversion of the $5,800,000, misrepresentation, unfair and
deceptive acts and practices, and an alter ego theory.

HMA and the Debtors filed counterclaims including breach of
contract and fraud.  The Debtors later amended its counterclaim
and interplead the $5,800,000 in January 2002, almost two years
after NMC sued the Debtors for its fraudulent conversion.  In a
belated attempt to justify its theft of NMC's funds, NCFE claimed
a right to a prejudgment, extra-judicial set-off of $2,600,000 of
the $5,800,000, allegedly arising from NMC's breaches of contract
unrelated to the interplead funds.  Since NMC filed the Middlesex
Action, all parties have engaged in extensive fact and expert
discovery and have collectively filed over 250 pleadings.

NMC filed Claim Nos. 621 to 624 in the Debtors' bankruptcy cases
each valued at $150,000,000.  By this motion, NMC asks the Court
to estimate its Claims.

Rule 3018 of the Federal Rules of Bankruptcy Procedure permits
the Court to allow temporarily a claim for purposes of voting to
accept or reject a plan of reorganization.  Mr. Kendall notes
that the Debtors waited until the very last minute to object to
NMC's claims.  The Debtors' objection was filed on the same day
the Debtors issued the Plan and Disclosure Statement.  The
hearing on confirmation is set to begin on February 24, 2004.  
Postponing the confirmation hearing until the NMC claims are
actually liquidated would unnecessarily delay confirmation.  Due
to the time necessary to liquidate the NMC claims and the
impending confirmation hearing, the Court must estimate the NMC
claims.  Mr. Kendall asserts that NMC has satisfied a prima facie
case for allowance under Section 502 of the Bankruptcy Code as
its claims have been the subject of a lengthy lawsuit currently
pending in the Commonwealth of Massachusetts, Middlesex Superior
Court.

                       Debtors Object

The Debtors assert that the NMC Claim should be disallowed for
voting purposes, or estimated at zero.

Two-thirds of NMC's $150,000,000 claim is based on a purported
claim for treble damages and attorneys' fees under MGL Chapter
93A, Section 11, which is the Massachusetts state statute on
unfair or deceptive trade practice.  Charles M. Oellermann, Esq.,
at Jones, Day, Reavis & Pogue, in Columbus, Ohio, contends that
it is highly unlikely that NMC will be able to show that NCFE was
engaged in unfair or deceptive practices, in as much as liability
in the Massachusetts Action can be extended to these Debtors only
on an alter ego basis.  The acquisition at issue and the
purported improper actions alleged by NMC involved not the
Debtors but the actual party to the acquisition, HMA.  The
Debtors acted solely as the financing mechanism for the sales
transaction.  Thus, NMC's real claims lie against HMA, not the
Debtors.

Even if NMC prevails on its claims, Mr. Oellermann notes, awards
of treble damages and fees are only discretionary under the
Massachusetts statute.  Thus, not only is NMC's recovery on the
$50,000,000 claim seriously in doubt, even if it did recover that
amount, it is highly contingent that NMC would also be awarded
the additional $100,000,000 it seeks.  

Most importantly, NMC's $50,0000,000 claim is offset by NCFE's
$50,000,000 counterclaim.  NMC filed requests for summary
judgment in the Massachusetts Action seeking to dismiss the
Debtors' counterclaims.  The Massachusetts Court denied those
requests.  Thus, the $50,000,000 NMC Claim asserted in the
Massachusetts Action would be subject to possible defenses of
set-off and recoupment, if the Debtors ultimately prevail on
their $50,000,000 fraud counterclaim before the Massachusetts
Court.

Mr. Oellermann also tells Judge Calhoun that NMC has provided no
analysis -- factual, legal, financial or otherwise -- as to why
NMC's claim should be valued at "$1,151,288,699."  NMC offers no
fact, no court order, no case law and no testimony by which the
Court could conclude that NMC's claims against the Debtors are
stronger than the Debtors' claims against NMC.  "NMC has not met
its burden.  Its claims are highly contingent, and the Court has
no record before it to conclude otherwise," says Mr. Oellermann.

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 ENERGY: Ex-Auditor Doubts Ability to Continue Operations
-----------------------------------------------------------------
On February 6, 2004, National Energy Service Co., Inc, notified
Maillie, Falconiero & Company, LLP that they were being dismissed
as the Company's independent auditors due to the fact that they
are not registered with the Public Company Accounting Oversight
Board.

Maillie, Falconiero & Company, LLP performed the audit for the
period ended October 31, 2001, and October 31, 2002.  The former
accountant's report for the last two fiscal years contained  
uncertainties as to the ability of the Company to continue as a
going concern.  

On February 6, 2004, the Company's Board of Directors approved the
engagement the firm of Bagell, Josephs & Company, LLC located at
200 Haddonfield Berlin Rd. High Ridge Commons, Suite 400-403,
Gibbsboro, New Jersey 08026, as the Company's independent
auditors.  Such appointment was accepted by Michael Pollack of the
firm.


NATIONSRENT INC: Inks Stipulation Settling Citizens Leasing Claims
------------------------------------------------------------------
Citizens Leasing Corporation filed seven proofs of claim, each
for $11,000,000, against the NationsRent Inc. Debtors:

    Debtor                                         Claim No.
    ------                                         ---------
    NationsRent, Inc.                                 2875
    NRGP, Inc.                                        2876
    NationsRent USA, Inc.                             2877
    NationsRent West, Inc.                            2878
    Logan Equipment Corp.                             2879
    NationsRent of Texas, LP                          2880
    NationsRent of Indiana, LP                        2881

The Debtors and Citizens Leasing entered into a Settlement
Agreement approved by the Court on April 2, 2002.  Pursuant to
the Settlement, Citizen Leasing is entitled to a single general
unsecured claim for $3,343,207.

To resolve the Claims, Perry Mandarino, as Trustee for the
NationsRent Unsecured Creditors' Liquidating Trust, and Citizens
Leasing entered into a stipulation.  Pursuant to the Stipulation,
all Claims, except Claim No. 2875, will be expunged and
disallowed as duplicate claims.  Claim No. 2875 will be reduced
to $3,343,207 and allowed as a Class C-4 general unsecured claim.
(NationsRent Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NEWARK GROUP: S&P Assigns Stable Outlook to B+ Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to privately held, recycled paperboard producer The
Newark Group, Inc. The outlook is stable.

"At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and its recovery rating of '2' to Newark's proposed $125
million senior secured revolving credit facility based on
preliminary terms and conditions," said Standard & Poor's credit
analyst Pamela Rice. The 'B+' rating is the same as the corporate
credit rating; this and the '2' recovery rating indicate that bank
lenders can expect significant (80% to 100%) recovery of principal
in the event of a default.

Standard & Poor's also assigned its 'B-' subordinated debt rating
to the company's proposed $200 million subordinated note offering
due in 2014 to be issued under Rule 144a with registration rights.

Proceeds from the new credit facility and the subordinated notes
are expected to be used to repay amounts outstanding under the
company's existing bank credit facility and other indebtedness.
Pro forma for the refinancing, debt will total $280 million.

The ratings reflect Newark's participation in the oversupplied,
cyclical, and mature recycled paperboard market, product
substitution risks, some end-market concentration, volatile raw
material and energy costs, below average operating margin, and
thin cash-flow protection measures. These factors overshadow the
company's solid market positions in niche paperboard markets, its
competitive level of vertical integration, a diversified customer
base, and relatively stable earnings and operating cash flow.

Headquartered in Cranford, New Jersey, Newark manufactures 100%
recycled paperboard and converted paperboard products. The company
also sells recovered paper to third parties. Recycled paperboard
primarily is used to manufacture industrial and consumer packaging
products, such as tubes and cores; industrial drums; composite
cans; file folders; book covers; and game boards. Demand is driven
by consumer spending and industrial production -- the latter one
of the weakest segments of the economy over the past three years.
In addition, the shift in the U.S. manufacturing base to other
countries -- and consequently a shift in related packaging demand
-- likely will temper growth prospects over the next few years.


NORTEL NETWORKS: Will Pay Preferred Share Dividends on April 12
---------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles. The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month ("Prime") and is adjusted upwards
or downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively. The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime.

The annual floating dividend rate applicable for a month will in
no event be less than 50% of Prime or greater than Prime. The
dividend on each series is payable on April 12, 2004, to
shareholders of record of such series at the close of business on
March 31, 2004.

Nortel Networks (S&P, B Corporate Credit Rating, Stable) is an
industry leader and innovator focused on transforming how the
world communicates and exchanges information. The Company is
supplying its service provider and enterprise customers with
communications technology and infrastructure to enable value-added
IP data, voice and multimedia services spanning Wireless Networks,
Wireline Networks, Enterprise Networks, and Optical Networks. As a
global company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at http://www.nortelnetworks.com/


NUR MACROPRINTERS: Returns to Profitability After Two Years
-----------------------------------------------------------
NUR Macroprinters (Nasdaq- SCM: NURM), a leading supplier of wide-
format inkjet production printing systems, announced that after
more than two years, it has returned to profitability (on a non-
GAAP basis) and a positive cash flow from operating activity in
the fourth quarter ended December 31, 2003. The Company has also
reported a positive cash flow from operating activity, such that
in addition to an exercise of $2 million of a convertible stand-by
loans, has raised cash levels above $11 million.

On a GAAP basis the Company reports a loss of $4.8 million, which
includes extraordinary charges and write-off of inventory of $5.3
million. The Company believes that since the extraordinary charges
and write-offs are related to its previously announced
reorganization plan, they do not reflect the true current business
of the Company.

NUR Macroprinters' December 31, 2003 balance sheet shows a total
shareholders' equity deficit of $1,503,000.

The Company also reported that it had reached new agreements with
its banks regarding loan covenants which better suits the
Company's business plans going forward.

Revenues for the fourth quarter of 2003 were $18.2 million,
compared to $19.5 million in the fourth quarter of 2002, and $17.1
million during the prior quarter. Excluding extraordinary charges
and write-off of inventory of $5.3 million, operating profit in
the fourth quarter of 2003 was $0.9 million and net income was
$0.5 million or $0.03 per basic share, compared to an operating
loss of ($1.1) million, excluding extraordinary charges and write-
off of inventory of $15.7 million, and a net loss of ($1.4)
million or ($0.08) per basic share in the fourth quarter of last
year. Taking into account extraordinary charges and inventory
write-off, results for the fourth quarter were an operating loss
of ($3.7) million and a net loss of ($4.8) million or ($0.28) per
basic share, compared to an operating loss of ($16.8) million and
a net loss of ($17.1) million or ($1.00) per basic share in the
fourth quarter last year.

Revenues for the full year 2003 were $65.6 million compared to
$85.3 million in 2002. Excluding extraordinary charges and write-
off of inventory of $24.1 million, operating loss in 2003 was
($1.6) million and net loss was ($3.6) million, or ($0.21) per
basic share, compared to an operating loss of ($4.5) million in
prior year, excluding extraordinary charges and write-off of
inventory of $18.1 million compared to a net loss of ($6.0)
million, or ($0.35) per basic share, in the prior year. Taking
into account extraordinary charges and inventory write-off,
results for 2003 included an operating loss of ($25.0) million and
a net loss of ($27.7) million, or ($1.60) per basic share,
compared to an operating loss of ($22.6) million and a net loss of
($24.1) million, or ($1.42) per share, in the fourth quarter 2002.

Dan Purjes, Chairman of the Board, commented, "In the past few
months we brought in a new management team to NUR that has
revitalized the Company. Led by CEO David Amir, the management
team has tackled many difficult challenges and was able to
complete the restructuring of the Company and to restore it to
profitability. With improving business conditions the Company is
well positioned to capitalize its energies on growth and profits.
The Board is very pleased with NUR's progress and stands ready to
provide it with whatever support is needed to ensure continued
success."

David Seligman, Chief Financial Officer of NUR Macroprinters,
commented, "The return to profitability and positive cash flow
from ordinary business activities, as presented in our non-GAAP
results, represents the completion of our transition and
transformation period, and the return to our core mission of being
the leading supplier of market-driven digital wide-format inkjet
printing systems and services. We have completed the transfer of
our U.S. headquarters from San Antonio Texas to the New-York
metropolitan area; moved and integrated the U.S. based ink and
machine production to Israel; replaced six of the top seven senior
management positions around the world; and carried out major cost
cutting and rationalization programs."

Seligman continued, "We now believe that our assets better suit
our reorganized operations. NUR has dramatically improved its
manufacturing capacity and has stabilized operations, including
logistics and services, quality control and excellent product
development. We have also reached a new agreements with our banks,
regarding new loan covenants that better suite our business plan"

"We are on track in our plan to improve our financial performance.
Our fourth quarter results, on a non-GAAP basis, are even better
than expected and as guided in our conference call last October.
We have attained continuing improvement in our operating profit,
on a non-GAAP basis, and expect this trend to continue. We are
also reporting an extraordinary charge and an inventory write-off
of $5.3 million, resulting from the completion of the
restructuring plan, including write-off of lease improvements to
our former building in Boston and to a one-time non-cash charge of
$0.7 million for a beneficial conversion feature of the
convertible loan. NUR now believes that its reorganization is
behind it and that it can go forward with its business plans,"
concluded Seligman.

David Amir, CEO and President of NUR Macroprinters, gave this
assessment, "Since taking the position of CEO of NUR in April
2003, my emphasis has been on a return to positive cash flow,
profitability and sales growth, in that order. We believe that we
have achieved these objectives and we are now moving to the next
stage: grow the business while improving cash flow and
profitability."

Amir continued, "Our product lines have been streamlined and
provide good answers to the variety our market requires: The Tempo
is extremely well accepted worldwide, the Fresco has strengthened
its position as the "industry workhorse" and the Ultima HiQ is
being offered as a cost-effective production machine. We now
manufacture all machines in one place, which provides reduced cost
and greater flexibility.

Mr. Amir concluded: "During 2004, we plan extensive marketing
activities in which we will introduce new products that address
market needs as well as include exciting innovations for long term
breakthroughs. These new products will be unveiled at trade shows
during the second quarter 2004. We will participate in the "Sign
UK" show in March, "ISA" (International Sign Expo. U.S.) show in
April and DRUPA show (Germany) in May."

The Company also reported that it expects revenue in the first
quarter 2004 to be $17 to $18 million, gross margins to be 40-41
percent and operating expenses to be $7 to $8 million. As a result
it expects to show a nominal net profit or $0.00 per share in the
first quarter 2004. For the full year 2004 it expects revenue to
be $80 to $82 million, with similar gross margins and operating
expenses of $29 to $32 million. As a result of financial and other
expenses of $2.0 to $2.8 million, it expects to report a net
profit of $2.0 to $2.5 million, or $0.08 to $0.12 cents per share,
for the full year 2004.

               ABOUT NUR MACROPRINTERS LTD.

NUR Macroprinters (Nasdaq-SCM: NURM) is a leading supplier of
wide-format inkjet printing systems used for the production of
out-of-home advertising materials. From entry-level photo-
realistic printers to high-throughput production presses, NUR's
complete line of cost-effective, reliable printing solutions and
companion inks are helping customers in over 100 countries
worldwide address the full spectrum of wide-format printing
requirements. NUR customers, including commercial printing
companies, sign printers, screen printers, billboard and media
companies, photo labs, and digital printing service providers,
count on NUR to help them deliver the high quality and fast
turnaround they need to meet their clients' exacting demands and
succeed in today's competitive marketplace. More information about
NUR Macroprinters is available at http://www.nur.com/


NQL INC: Amends & Restates Certificate of Incorporation
-------------------------------------------------------
On November 18, 2003, the United States Bankruptcy Court for the
District of New Jersey, entered an order confirming NQL Inc.'s
Amended Chapter 11 Plan of Liquidation. The Plan is a "liquidating
Plan since all of the Debtor's assets have been or will be
liquidated" to pay claimants under the Plan. Pursuant to the Plan,
holders of allowed Preferred Stock interests of the Company are
entitled to a distribution preference of $23,407,000 prior to the
holders of "Equity Interests" receiving any distribution upon
their Equity Interests, and shall be paid in full prior to payment
upon any Equity Interest. "Equity Interest" means the interest of
any holder of (a) equity securities of the Company represented by
any issued and outstanding shares of common stock of the Company
or (b) any option, warrant or right to acquire or receive such
equity securities. Equity Interest does not include the interest
of any holder of Preferred Stock of NQL.

The Plan states as follows with regard to Equity Interests:

      "Class 4 (Equity Interests). While the [registrant] believes
      that it is highly unlikely if not virtually impossible that
      the Sale Proceeds [as defined in the Plan] will ever be
      sufficient to provide for a distribution to Equity Interest
      Holders [as defined in the Plan], in the unlikely event that
      the Sale Proceeds Plan] are sufficient for such a
      distribution, the Plan Administrator will take such steps as
      are necessary to cause a distribution to be made upon such
      Equity Interests. On the Effective Date [as defined in the
      Plan], all Equity Interests shall be terminated and their
      certificates deemed cancelled. Class 4 Equity Interests are
      deemed to reject the Plan and, accordingly, are not entitled
      to vote to accept or reject the Plan."

The Plan provides for the liquidation of all of NQL's assets, and
the payment of the various classes of creditors in the amounts in
which claims under those classes are allowed. In the event that
there are not sufficient proceeds to pay a particular class in
full, claimants within that class will share pro rata in any
remaining proceeds and claimants in subordinated classes will
receive no distributions on their claims. The Plan Administrator
(as defined in the Plan), who is now also the sole director and
sole officer of the Company, will make the distributions according
to the Plan. According to the Plan, claims of unsecured creditors
of NQL may or may not be paid in full. No distribution will be
made upon Equity Interests.

As indicated, Equity Interests have been terminated by the Plan.
Certificates representing Equity Interests have been deemed to be
cancelled. As such, as of the Effective Date of the Plan there are
no outstanding Equity Interests of the Company, and no Equity
Interests have been reserved for future issuance.

Information regarding the assets, liabilities and other
information relative to the Company can be found in the Plan and
the Disclosure Statement which was filed with the Bankruptcy Court
at the time that the original Plan was filed with the Bankruptcy
Court.

Statements with regard to the Plan as set forth here are qualified
in their entirety by the more detailed information appearing in
the Plan and the Order of the Bankruptcy Court of
November 18, 2003, which confirmed the Plan.

On February 10, 2004, NQL Inc. filed an amended and restated
Certificate of Incorporation with the State of Delaware. The
amendment of the Certificate of Incorporation has been adopted in
accordance with the provisions of Section 242 and 245 of the
General Corporation Law of the State of Delaware.


OWENS CORNING: Wants Go-Signal to Implement New Retention Program
-----------------------------------------------------------------
The Initial Retention Program ended in January 2001.  The
Supplemental Retention Program for Tiers 3 and 4 participants
ended on December 31, 2003.  The Supplemental Retention Program
for Tiers 1 and 2 participants provides a payout only if the
Company emerges from bankruptcy by the end of 2004.  In light of
the current procedural posture of these cases, any payout to
Tiers 1 and 2 participants under the Supplemental Retention
Program appears unlikely.  As a result, and to the detriment of
the Owens Corning Debtors, the Supplemental Retention Program is
terminated for most participants and is not an effective retention
tool for the remainder of the participants.

Accordingly, the Debtors seek the Court's authority to implement
a new retention program, the terms of which are filed with the
Court under seal.  

According to J. Kate Stickles, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, the new Retention Program will have a
limited number of participants, with firm dollar caps on
individual participation levels, as well as the aggregate annual
retention payments.

Ms. Stickles tells the Court that the new Retention Program is
intended to minimize the turnover of the Debtors' Key Employees
and Senior Management by providing incentives for these employees
to remain in the Debtors' employ and to work towards a successful
resolution of these cases.

As the Court is well aware, Ms. Stickles notes that recent
developments in these cases, beyond the control of the Debtors
and the Court, impacted the timing of final approval of the
Disclosure Statement and the voting procedures that will govern
the solicitation of acceptances or rejections of the Plan.  More
specifically, timing on resolution of these matters is uncertain:

   (1) Substantive Consolidation:  Pending before the District
       Court as Part of Proposed Chapter 11 Plan of
       Reorganization;

   (2) Disclosure Statement:  On December 2, 2003, the Bankruptcy
       Court conditionally approved the Disclosure Statement.  
       The Disclosure Statement is pending before the District
       Court;

   (3) Voting Procedures:  Pending before the District Court is
       the Recommended Findings of Fact and Order:

       (a) Establishing Procedures for Solicitation and
           Tabulation of Votes to Accept or Reject Joint Plan of
           Reorganization;

       (b) Approving Forms of Ballots; and

       (c) Establishing Record Date for Voting Purposes Only.

   (4) Asbestos Bar Date:  Pending before the District Court is
       the Motion of Official Committee of Unsecured Creditors
       for an Order Establishing a Bar Date for filing Proofs of
       Claim for Personal Injury and Wrongful Death Claims
       Against the Debtors;

   (5) Proposed Appointment of a Trustee and Asbestos Estimation:
       Pending before the Bankruptcy Court is the Motion of the
       Unsecured Creditors Committee for Appointment of Chapter
       11 Trustee;

   (6) Petition for Writ of Mandamus Seeking to Recuse Judge
       Wolin:  Pending before the United States Court of Appeals
       for the Third Circuit is a petition for writ of mandamus
       seeking to recuse the Honorable Alfred M. Wolin from
       further participation in these cases;

   (7) Constructive Trust Adversary Action:  Credit Suisse First
       Boston, as agent for the lender banks, filed an adversary
       complaint seeking to establish a constructive trust in an
       amount estimated to exceed $650,000,000; and

   (8) Structural Relief:  The Creditors Committee filed a
       Motion for Structural Relief Required to Eradicate the
       Legal and Ethical Conflicts of Asbestos Law Firms.  The
       Creditors Committee seeks, inter alia, (a) to reconstitute
       the Asbestos Committee; and (b) the appointment of
       multiple legal representatives for future asbestos
       claimants.

In light of these pending matters, it is impossible for the
Debtors to determine with any certainty the timing and form of
the Debtors' emergence from bankruptcy.  This lack of certainty
is expected to cause employee flight and harm enterprise value.

The Debtors are also fearful that other companies who can provide
greater corporate certainty and security may recruit Key
Employees.  Indeed, the rebounding economy and equity markets
present opportunity and increased attractiveness to alternative
employers.  The Debtors are concerned that the uncertainty
surrounding these Chapter 11 cases may lead to employee
resignations and reduced employee morale.

Ms. Stickles contends that losing the Key Employees will severely
harm the Debtors in many ways.  Employees of a debtor-in-
possession are difficult to replace because experienced job
candidates often find the prospect of working for a company in
Chapter 11 unattractive.  The Debtors may have to pay executive
search firm fees to find suitable replacement employees, as well
as signing bonuses, reimbursement for relocation expenses, and
above-market salaries to induce qualified candidates to accept
employment with Chapter 11 debtors.  The loss of any important
employee generally leads to additional employee departures, as
employees often follow the example of their resigning colleagues.

Ms. Stickles explains that the Retention Program will provide
incentives to Key Employees in the form of additional
compensation, based on position, skill level, and marketability.
Offering retention incentives will provide a strong indication to
the Key Employees that their services are valued and that their
compensation awards are competitive.  A new Retention Program
will enable the Debtors to retain the knowledge, experience, and
loyalty of the Key Employees, who are crucial to the Debtors'
efforts.  If Key Employees were to leave their current jobs at
this critical point in the Debtors' cases, it is likely that the
Debtors would not be able to attract replacement employees of
comparable quality, experience, knowledge, and character.  
Suitable new employees, even if available, would not have in-
depth knowledge of the Debtors' business and operations.  The
time and costs incurred, and the learning curve necessarily
involved in hiring replacements for the Key Employees or Senior
Management, outweighs the potential costs of payments to be made
under the proposed program.

Moreover, Ms. Stickles points out that the Retention Program will
significantly benefit the Debtors' cases by boosting employee
morale at the very time when employee dedication and loyalty is
needed most.  The Retention Program is necessary to facilitate
successful emergence from bankruptcy.  The Debtors believe that
the costs associated with the adoption of the Retention Program
are more than justified by the benefits that are expected to be
realized by boosting morale and discouraging resignations among
the Key Employees. (Owens Corning Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


OXFORD AUTOMOTIVE: S&P Keeps Low-B & Junk Ratings on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Troy, Michigan-based Oxford Automotive Inc. to 'B-' from
'B'. In addition, Standard & Poor's lowered its rating on the
company's second-lien senior secured debt to 'CCC' from 'CCC+'.
Oxford remains on CreditWatch with negative implications.

"The downgrade follows Standard & Poor's assessment that Oxford's
vulnerability to adverse business, financial, or economic
developments has increased, given the company's announcement that
its EBITDA will likely fall short of Standard & Poor's prior
expectations for both March fiscal years 2004 and 2005," said
Standard & Poor's credit analyst Nancy C. Messer. In addition,
Oxford faces liquidity challenges in the next 12 to 18 months,
while it prepares for the launch of a significant Mercedes program
at its new McCalla, Ala. facility. Furthermore, financial results
for fiscal 2006 remain highly dependent on the success of the new
Mercedes program launch that is scheduled for December 2004.
Oxford's financial return on the Mercedes program investment will
depend on its successful launch and implementation of production
efficiencies, as well as whether actual sales and production
levels reach the projected volumes for this vehicle. The company
estimates that fiscal 2004 EBITDA will range between $57 million
and $59 million, and that the Mercedes program will generate an
incremental $30 million of annual EBITDA after launch. Currently,
most of Oxford's EBITDA is generated in Europe.

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

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

The CreditWatch listing reflects the potential for lower ratings
because of financial results that will likely remain weak at least
until the Mercedes launch, scheduled for December 2004, produces
revenues and EBITDA. As a result of weaker-than-expected
financials, the company will face continuing liquidity pressures
and poor credit protection measures over the near term. Standard &
Poor's expects to resolve the CreditWatch listing after reviewing
management's cost-control plans in light of lower volume
assumptions, as well as analyzing the near-term liquidity
situation.


PACIFIC GAS: Utilities Commission Okays $799M Rate Reduction Plan
-----------------------------------------------------------------
Pacific Gas and Electric Company announced that the California
Public Utilities Commission (CPUC) approved a $799 million rate
reduction proposal, which will lower rates for most of the
company's 4.8 million electric customers. The average bundled
electric rate will go from 13.9 cents per kWh to 12.78 cents per
kWh -- an 8 percent decrease.

This CPUC vote is part of the implementation of the approved
settlement agreement plan to resolve the company's Chapter 11
case. "With today's approval from the CPUC, our customers --
residential, business, agricultural, and governmental -- will see
immediate rate relief beginning next week," said Tom Bottorff,
vice president of customer services.

The approved rate structure will reduce rates to the customer
classes that paid the CPUC's three-cent energy surcharge, in close
proportion to the level of increase they experienced. The
Commission's surcharge, adopted in early 2001, was allocated to
business and agricultural customers, and also to residential
customers who used more than 130 percent of baseline allowances
(note: CARE and medical baseline customers are exempt from the
three-cent energy surcharge).

Business customers, who have paid significantly higher rates for
the past three years due to the surcharge, will see the largest
reduction -- from 9 to nearly 15 percent depending on their size
and usage.

Residential electric customers will see their rates drop on
average from 13.13 cents per kWh to 12.60 cents per kWh -- a 4
percent decrease. For the average residential customer using 521
kWh per month, who has paid a relatively small amount of the
surcharge, the monthly bill will change very little -- about 33
cents (from $62.86 to $62.53). A residential customer using 750
kWh who currently pays on average $104.51 per month, will pay
$100.80 under the new rate structure.

The rate reduction will be retroactive to January 1, 2004, and
customers will begin seeing the new, lower rates on their March
bills. For electricity use in January and February, the company
will provide a one-time credit or refund beginning in May 2004.

Customers could see additional electric rate reductions if federal
regulators approve refunds from power generators and suppliers,
and if PG&E can refinance a portion of its financing after
emerging from Chapter 11, as spelled out under the settlement
agreement plan. In December, PG&E and The Utility Reform Network
(TURN) reached an agreement for PG&E to refinance its Regulatory
Asset with a dedicated rate component, if specific conditions are
met. The refinancing could potentially save customers
approximately $1 billion in lower interest rates and tax savings,
and the company continues to work closely with TURN and the CPUC
to obtain legislative approval.

For more information, visit Pacific Gas and Electric Company at

                         http://www.pge.com/


PG&E NAT'L: Certificateholders Ask to Consolidate NEG with Attala
-----------------------------------------------------------------
The Certificateholders ask Judge Mannes to substantively
consolidate Debtor National Energy & Gas Transmission, Inc., with
its indirect non-debtor subsidiaries, Attala Generating Company,
LLC, Attala Power Company, LLC, and Attala Energy Company, LLC.  
Attala is part of a broader "Group" of fully integrated shell
companies that NEG owns, controls, and through which it conducts
its business.  Each integrated Group member appears to engage in
a separate segment of NEG's business, and is unable to operate
independently of NEG and its management.

Richard S. Miller, Esq., at Greenberg Traurig, LLP, in New York,
explains that NEG rendered Attala insolvent through inter-
corporate asset transfers as well as through its control of
Attala.  Attala was thereafter rendered unable to perform its
obligations under a 25-year power supply agreement, the
$476,000,000 proceeds from which were assigned to the
Certificateholders as part of a Sale and Leaseback Transaction.

"Only through substantive consolidation will creditors that
relied upon the creditworthiness of the NEG Group in making their
original investment decisions -- including the Certificate
Holders -- be treated fairly in NEG's bankruptcy case," Mr.
Miller says.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates  
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.  
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
16; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PORTLAND GENERAL: Enron Sells Co. to Oregon Electric for $2BB+
--------------------------------------------------------------
On February 5, 2004, the Bankruptcy Court in the Chapter 11
bankruptcy proceeding of Enron Corp., approved the sale of
Portland General Electric Company to Oregon Electric Utility
Company, LLC, an Oregon limited liability company backed by
investment funds managed by Texas Pacific Group.  The approval
followed completion of an "overbid" process in which other
potential buyers were given the opportunity to submit superior
bids.  No other bids were received.  The transaction, which has
been approved by the Enron Board of Directors, will require
approval of the Oregon Public Utility Commission, the Federal
Energy Regulatory Commission, and certain other regulatory
agencies prior to closing.

At closing, Enron will sell all of the issued and outstanding
common stock of the Company to Oregon Electric. The transaction is
valued at approximately $2.35 billion, including the assumption of
debt.  The final amount of consideration will be determined on the
basis of PGE's financial performance between January 1,2003 and
closing.

                         *    *    *

As reported in the Jan. 15, 2003, issue of the Troubled Company
Reporter, the Positive Rating Outlook for Portland General
Electric Company is unaffected by a Dec. 29, 2003, Securities and
Exchange Commission ruling that prevents the company from
accessing its $150 million secured revolving credit facility,
according to Fitch Ratings.

The ruling found that the utility's corporate parent, Enron Corp.,
is not exempt under section 3(a) (1), 3(a) (3) and 3(a)(5) of the
Public Utility Holding Company Act of 1935. The revolving credit
facility, which expires May 28, 2004, contains representations and
warranties to its bank group which relate to the PUHCA status of
PGE's parent company and without amending certain aspects of the
bank agreement, PGE will be unable to draw on the facility while
the PUHCA status of Enron is clarified.

Fitch notes that PGE currently has adequate cash reserves
available to meet its near-term liquidity needs as it works to
resolve the regulatory hurdles currently blocking its access to
short-term capital. The only scheduled maturity in 2004 is $45
million of first mortgage debt due in mid-July.

Fitch rates PGE as follows:

     --Senior secured debt 'BBB-';
     --Senior unsecured debt 'BB';
     --Preferred securities 'B+'.


PRECISE TECHNOLOGY: S&P Assigns Stable Outlook to Low-B Ratings
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to North Versailles, Pennsylvania-based Precise
Technology Inc.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and a recovery rating of '4' to the company's proposed $130
million senior first-priority secured term loan maturing 2011 and
the $20 million senior secured revolving facility due 2010, based
on preliminary terms and conditions. The bank loan rating is the
same as the corporate credit rating; this and the '4' recovery
rating indicate the expectation of a marginal (25%-50%) recovery
of principal in the event of default. In addition, Standard &
Poor's assigned a 'B-' rating and a recovery rating of '5' to the
company's proposed $51 million senior second-priority secured term
loan due 2011. The second-priority term loan is rated two notches
below the corporate credit rating, because the substantial amount
of priority debt in relation to total assets meaningfully weakens
the lenders' prospects for recovery of principal in the event of a
default.

The outlook is stable. Pro forma for the completion of the
proposed financing transaction, total debt will be about $190
million. Proceeds are expected to be used to refinance existing
debt, including the company's $75 million 15% senior subordinated
debentures maturing 2007 and to provide a $41.5 million dividend
to its existing shareholders, primarily, Code Hennessy & Simmons
PLC.

"The ratings on Precise reflect a marginal business profile due to
the modest scope of the company's operations, a highly fragmented
and competitive industry structure, commodity nature of its
products, and very aggressive financial policies," said Standard &
Poor's credit analyst Paul Blake. "Partially offsetting factors
include well-established positions in several packaging niches,
long-term contracts with customers that provide a stable revenue
base and include resin cost pass-through provisions, and
relatively stable end markets," he added.

With annual sales of $290 million, Precise is a full service,
custom injection molder of thermoplastic components and assemblies
serving the personal care, health care, consumer packaging and
food and beverage markets. The company is also a manufacturer of
molds, which are supplied to molding customers, and proprietary
products, which are sold to a variety of end users.


RH DONNELLEY: Shareholders' Deficit Widens to $56MM at Dec. 2003
----------------------------------------------------------------
R.H. Donnelley Corporation (NYSE: RHD), a leading publisher of
yellow pages directories, reported fourth quarter 2003 net income
available to common shareholders of $1.1 million or $0.03 per
share.

For the full year ended December 31, 2003, RHD reported a net loss
available to common shareholders of $108.3 million or $3.53 per
share. Excluding purchase accounting and other adjustments related
to the Sprint Publishing & Advertising (SPA) acquisition and
related financing described within the attached Schedules, RHD's
adjusted fourth quarter 2003 net income before preferred dividends
was $20.1 million or $0.49 per share. Full year 2003 adjusted net
income before preferred dividends was $103.8 million or $2.57 per
share. Cash flow from operations in the quarter was $22.5 million,
with full year cash flow from operations of $248.6 million. The
Company also announced free cash flow in the quarter of $17.8
million, bringing full year free cash flow to $236.0 million.
Acquisition debt repaid was $23.2 million in the quarter and
$242.9 million for the year.

David C. Swanson, Chairman and Chief Executive Officer, said, "We
are proud of all we've accomplished during this challenging
transition year. On the financial front, we have exceeded our
earnings and cash flow guidance and we have strengthened the
balance sheet by lowering leverage. We also established a strong
foundation on which to grow the business, based on a common
operating and technology platform, proven sales management
practices, and a disciplined operating culture. We expect to see
the impact of these efforts emerge during 2004 and look forward to
continuing to build a strong future for RHD."

R.H. Donnelley Corporation's December 31, 2003 balance sheet shows
a shareholders' deficit of $56.2 million compared to $30.6 million
the previous year.


            Fourth Quarter - Reported GAAP Results

Fourth quarter net revenue was $116.1 million compared to $15.3
million in the prior year. Operating expenses including
depreciation and amortization were $85.4 million compared to $11.4
million in the prior year. Partnership income was $22.5 million
for the quarter versus $28.1 million reported in the prior year.
Operating income in the quarter was $53.2 million versus $32.0
million in the prior year.

             Full Year - Reported GAAP Results

Full year 2003 net revenue was $256.4 million compared to $75.4
million in the prior year. Operating expenses including
depreciation and amortization were $278.0 million compared to
$66.3 million in the prior year. Partnership income was $114.1
million for the full year versus $136.9 million reported in the
prior year. Operating income for the full year was $92.5 million
versus $146.0 million for the prior year.

                   Fourth Quarter Results,
        Including Adjustments and Non-GAAP Measures

Publication sales for RHD's Sprint-branded directories during the
fourth quarter of 2003 were $109.9 million, up 0.5% from adjusted
pro forma publication sales of $109.3 million in the prior year.
Publication sales growth was negatively impacted by the sales
reorganization effort and systems conversion activities that
established a common platform for the entire sales organization.
Publication sales represent the total billable value of
advertising in directories that published in the period.

Adjusted revenue in the quarter was $142.7 million, up 0.6% from
fourth quarter adjusted pro forma revenue of $141.9 million in
2002. Adjusted operating expenses excluding depreciation and
amortization were $73.2 million compared to $64.2 million of
adjusted pro forma expenses for the same period in 2002. Because
of differences between RHD and legacy Sprint accounting policies,
2003 fourth quarter expenses were not strictly comparable with
those of the prior year's fourth quarter. Additional items that
account for the variance between fourth quarter 2003 adjusted and
2002 adjusted pro forma expenses include charges in 2003 of $2.6
million related to the corporate office relocation and $1.7
million of costs to achieve synergies, offset by a favorable
adjustment to bad debt expense in 2003 related to prior year
directories of $2.3 million. Adjusted pro forma fourth quarter
2002 expenses benefited from a $6.6 million reversal of bad debt
accruals recognized by Sprint prior to year-end 2002.

Partnership income from DonTech was $22.5 million, down from $24.2
million in the prior year.

Adjusted operating income for the fourth quarter 2003 was $75.3
million compared to adjusted pro forma operating income for the
fourth quarter 2002 of $85.8 million, reflecting the expense
variances above. Adjusted EBITDA for the quarter was $92.0 million
compared to adjusted pro forma EBITDA of $101.9 million in the
prior year. Net interest expense for the quarter was $42.6 million
compared to adjusted pro forma interest expense for last year's
fourth quarter of $46.7 million, reflecting lower interest rates
and lower average debt. See Schedules 7 and 9 for a further
description and reconciliation of these and other non-GAAP
measures to the most comparable GAAP measures.

                   2003 Full Year Results,
        Including Adjustments and Non-GAAP Measures

Publication sales for RHD's Sprint-branded directories for the
full year were $548.2 million, up 1.2% from adjusted pro forma
publication sales of $541.7 million last year, which is modestly
ahead of guidance for the year.

Adjusted revenue for the full year 2003 was $572.3 million,
essentially unchanged from adjusted pro forma revenue of $571.3
million in 2002 and in line with expectations. Adjusted operating
expenses excluding depreciation and amortization were $275.5
million compared to $281.4 million of adjusted pro forma expenses
for the prior year. Adjusted full year 2003 expenses include:

  -- $8.5 million increase in corporate costs, including      
     compensation, insurance and additional governance
     requirements;

  -- $7.6 million of costs to achieve synergies;

  -- $7.3 million related to the headquarters relocation; and

  -- $4.3 million additional advertising expense.

These increases were offset by:

  -- $10.4 million reduction in bad debt expense, excluding
     recoveries and accrual adjustments, due to improvements in      
     collection performance;

  -- $10.2 million of realized synergies; and

  -- $5.9 million decrease in print, paper and distribution costs,
     excluding accrual adjustments.

Partnership income from DonTech was $114.1 million, down 2.6% from
$117.1 million last year. As a result, total adjusted operating
income was $345.1 million compared to adjusted pro forma operating
income for last year of $342.3 million. Adjusted EBITDA for the
year was $410.9 million compared to adjusted pro forma EBITDA of
$407.0 million last year. Net interest expense for 2003 was $177.6
million compared to adjusted pro forma interest expense last year
of $185.2 million, reflecting lower interest rates and lower
average debt.

                   DonTech Operating Results,
                  Fourth Quarter and Full Year

Publication sales at DonTech were $158.8 million for the quarter,
down 4.8% compared to $166.7 million in the fourth quarter last
year.

Fourth quarter calendar sales for DonTech, which represent the
value of actual sales contracts signed in the period, were $79.4
million, down 1.6% from $80.7 million last year. Partnership
income from DonTech was $22.5 million, down 7.0% from $24.2
million last year, reflecting the decrease in calendar sales and
timing of expenses.

Publication sales at DonTech were $402.4 million for the year, a
decrease of 3.8% compared to $418.2 million last year. Throughout
2003, DonTech was impacted by Illinois' sluggish economic
recovery, lack of job growth and competitive local media
environment. For the full year, calendar sales were $394.9
million, down 2.0% from $402.9 million last year. Partnership
income from DonTech was $114.1 million, down 2.6% from $117.1
million last year, primarily driven by the decline in calendar
sales. See Schedule 9 for a reconciliation of DonTech calendar and
publication sales to partnership income.

DonTech is accounted for under the equity method of accounting. As
such, the Company does not consolidate DonTech's revenue and
expenses in its consolidated results, rather it reports the
Company's share of DonTech's net income and revenue participation
income from SBC Communications, Inc. (NYSE: SBC), which are both
based on DonTech's calendar sales and reported collectively as
partnership income. DonTech is a perpetual partnership between RHD
and SBC Communications to sell yellow pages advertising in
Illinois and northwest Indiana.

                         Cash Flow

The Company generated cash flow from operations of $22.5 million
in the quarter, after payments of $61.9 million for bank and bond
interest. Free cash flow (cash flow from operations less capital
expenditures and software investment) for the quarter was $17.8
million. Cash flow used in the quarter for capital expenditures
and software investment totaled $4.7 million and debt repayment
totaled $23.2 million.

As of December 31, 2003, debt outstanding totaled $2,092.1
million. As of December 31, 2003, the ratio of total debt to 2004
forecasted EBITDA is approximately 5.0 to 1.0.

For the full year, the Company generated cash flow from operations
of $248.6 million after payments of $167.7 million for bank and
bond interest. Net cash used in investing activities was $377.9
million for the year, reflecting:

-- $2,259.6 million purchase of SPA, plus capital expenditures
    and software investment of $12.6 million;

-- less the release of $1,894.3 million of prior year financing
    for the SPA acquisition from escrow.

Net cash provided by financing activities was $129.2 million,
reflecting:

-- net proceeds of $461.3 million from the issuance of debt and
    $125.7 million from the issuance of convertible preferred
    stock, both related to the SPA acquisition, $21.4 million of
    proceeds from option exercises, and $6.7 million of checks in
    transit;

-- less the repayment of $243 million of pre-acquisition debt
    and $242.9 million of acquisition-related debt.

Free cash flow for the full year was $236 million. Cash at
December 31, 2003 was $7.7 million before checks not yet presented
for payment of $6.7 million.

               Comparative Financial Results

As a result of the SPA acquisition, the related financing and
associated accounting, 2003 and 2002 results reported in
accordance with GAAP are not comparable, nor do they reflect the
Company's underlying operational or financial performance.
Accordingly, management is presenting several non-GAAP financial
measures in addition to results reported in accordance with GAAP
in order to better communicate underlying operational and
financial performance and to facilitate comparison of 2003
performance with 2002 adjusted pro forma results. While the
adjusted pro forma results presented reasonably represent results
as if the two businesses had been combined for the full year 2002,
because of differences between current and historical accounting
policies, management does not believe these results (particularly
expenses) are strictly comparable to 2003 on a quarterly basis.

The primary 2003 adjustments were recognition of pre-acquisition
deferred revenue and deferred expenses that are not reportable
under GAAP due to purchase accounting requirements, but that
absent purchase accounting would have been recognized during the
periods presented, and the exclusion of that portion of preferred
dividends related to the beneficial conversion feature (BCF) in
connection with the preferred stock issued to finance the
acquisition. The primary 2002 adjustments give pro forma effect to
the SPA transaction as if it occurred on January 1, 2002, and also
exclude the portion of preferred dividends associated with the
BCF.

                        Outlook

The Company is affirming guidance for 2004 publication sales
growth in Sprint-branded directories of between 2% and 3%. This is
expected to translate into approximately 1.3% gross directory
revenue growth next year, or directory revenue of approximately
$558 million, based on the deferral method of revenue recognition
and using the mid-point of this range.

The Company also affirms guidance for 2004 EBITDA of $415 million
and net income before preferred dividends of $116 million.

For 2004, the Company has elected not to report financial
information adjusted for purchase accounting, even though purchase
accounting adjustments will negatively affect reported operating
income through the second quarter of 2004, by a total of
approximately $5 million. Also, approximately $8 million of
headquarters relocation costs are expected to negatively impact
first and second quarter earnings in 2004.

The Company is increasing 2004 guidance for cash flow and EPS due
to updated guidance for 2004 cash interest expense and weighted
average share amounts.

Cash interest expense is expected to be approximately $145 million
in 2004, $5 million lower than the original forecast of $150
million, reflecting the full benefit of the amended Credit
Agreement in December 2003. As a result, forecasted 2004 cash flow
from operations and free cash flow are each increased by $5
million, to $260 million from $255 million and to $245 million
from $240 million, respectively.

Nevertheless, guidance for net interest expense remains unchanged,
as amortization of deferred financing costs is expected to
increase by $5 million, arising from faster debt retirement than
originally anticipated and the premium paid in connection with the
Amendment.

The Company is also increasing adjusted EPS guidance to $2.75 from
$2.70 due to a lower forecast for 2004 weighted average shares
outstanding, which have been reduced to 42.2 million shares from
42.9 million shares. The forecasted share count assumes the
conversion of Preferred Stock at the beginning of the period and
the decrease reflects a reduction in the expected dilutive impact
of common share equivalents. See Schedule 9 for a reconciliation
of these and other non-GAAP financial measures to the most
comparable GAAP measures.

                      About R.H. Donnelley

R.H. Donnelley is a leading publisher of yellow pages directories
which publishes 260 directories under the Sprint Yellow Pagesr
brand in 18 states, with major markets including Las Vegas,
Orlando and Lee County, Florida. The Company also serves as the
exclusive sales agent for 129 SBC directories under the SBC Smart
Yellow Pages brand in Illinois and northwest Indiana through
DonTech, its perpetual partnership with SBC. Including DonTech,
R.H. Donnelley serves more than 250,000 local and national
advertisers. For more information, please visit R.H. Donnelley at

                         http://www.rhd.com/


ROCKFORD CORP: Working to Secure New $40 Million Credit Line
------------------------------------------------------------
Rockford Corporation (Nasdaq: ROFO) reported results for the
fourth quarter and full fiscal year, ended December 31, 2003. Net
sales during the quarter increased 8.9% to $36.3 million versus
$33.4 million in the fourth quarter of 2002. Rockford reported a
loss per diluted share during the period of $(0.43) versus a loss
per share of $(0.04) in the year-ago quarter. For the full year
ended December 31st, 2003, net sales grew 1.8% to $172.0 million
versus fiscal 2002 net sales of $168.9 million. The loss per
diluted share for the full year was ($0.64) versus earnings per
share of $0.68 in the prior year.

Gary Suttle, president and chief executive officer of Rockford
said, "While our results were affected by a continued difficult
market for mobile electronics products, we believe we have
successfully positioned our business for a rebound in
profitability in the years ahead. We expect the combination of new
technology in our amplifier and speaker lines, compelling new
cosmetics, a continued ramp-up of our OEM business, and the advent
of wireless products through our Omnifi and SimpleDevices
businesses, to drive our sales and profitability as we go
forward."

Mr. Suttle continued, "We believe that the market for aftermarket
car audio products is stabilizing. According to the Consumer
Electronics Association, shipments for 2004 are expected to be
down only approximately 1.5% versus the 2003 level. Given the
substantial increases in market share that we have achieved over
the last few years, we expect to be a beneficiary of an improved
environment. We are off to a good start in the new year and have a
clean inventory level, strong order backlog, and excellent
feedback on our new product lines. It is highly gratifying to have
received an unprecedented eleven Innovation awards at the January
Consumer Electronics Show. This was, without doubt, the best show
we have ever had."

Gross margin during the fourth quarter decreased by 560 basis
points to 25.4% of sales versus the year-ago level of 31.0%. This
was due to a higher level of markdown needed to facilitate end-of-
life clearance versus the prior year's quarter as well as the
completion of restructuring activity in our German manufacturing
facility. Gross margin for the full year, was also impacted by the
difficult market environment and restructuring activity, and was
30.8% of sales versus the 2002 level of 36.2%.

Selling General and Administrative expenses were $14.6 million or
40.1% of sales during the quarter, versus 32.7% in the prior
year's period. For the full year, SG&A expenses were $62.0
million, or 36.0% of sales, versus 30.3% in fiscal 2002. The
increased expense level was partially due to start-up expenses for
the WiFi business as well as legal expenses associated with the
pending patent litigation discussed in prior SEC filings in which
Rockford is defending a claim of patent infringement relating to
certain of its electronics products. Rockford continues to believe
that the case is without merit and expects a favorable result.

EBITDA for the fourth quarter was a loss of ($4.1) million versus
a year-ago gain of $0.4 million. To reconcile EBITDA to operating
income, investors should subtract approximately $1.2 million in
depreciation expense from fourth quarter 2003 EBITDA and $0.9
million in depreciation from 2002 EBITDA. For the full year,
EBITDA was a loss of approximately ($3.9) million and depreciation
expense was approximately $5.0 million. Additionally, during the
year, Rockford incurred a non-recurring charge of $892,000 for an
abandoned acquisition that affected its reported operating income.

Also, during the fourth quarter Rockford recorded an additional
tax expense as part of the company's year-end tax provision and
resulted from a valuation analysis that caused Rockford to reduce
the value of a deferred tax asset related to a foreign
subsidiary's net operating loss carryforward. The net impact of
the provision was a non-cash reduction of approximately $350,000.
This created an additional loss during the quarter of
approximately ($.04) per share.

Inventories at the close of the year increased 14.5% to $37.1
million versus $32.4 million at the same time last year. The
increase is almost entirely attributable to inventory required for
the launch of the company's WiFi business, the increase in
inventory for NHT, which was inventory- deficient in the year-ago
quarter and raw material purchases in anticipation of first
quarter 2004 production of Rockford's new products introduced at
the Consumer Electronics Show.

Days' Sales Outstanding decreased to 86.3 days versus 88.7 days in
the year-ago period. Rockford is satisfied that the quality of its
receivables is excellent, and that reserve levels are appropriate.

Rockford announced today that it continues to be comfortable with
an earnings forecast for fiscal 2004, ending December 31, 2004, in
the range of $0.40 to $0.45 per fully diluted share and for a
forecast for fiscal 2005 in the range of $0.80 to $0.90.

Rockford noted that during the first quarter, because of delayed
receipt of a part used in many of its new amplifier products, it
expects to ship more amplifiers in the first weeks of the second
quarter versus the year ago period. It is likely that
approximately $5 to $6 million of its shipments and approximately
($.10) earnings per share will shift from the first quarter to the
second quarter.

At present, Rockford believes that first quarter revenues are
likely to be between $37-$39 million and expects a loss per
diluted share of ($0.27). Rockford believes that, based on the
strong demand for its new products, it will begin to see an
increase in its rate of growth after the first quarter and, as
previously stated, continues to be comfortable with its forecast
of $0.40 to $0.45 earnings per fully diluted share for fiscal
2004.

Rockford noted that it continued to be in violation of covenants
attached to its revolving bank credit agreement and continues to
negotiate the closing of an asset based credit line of $40 million
that will increase financing availability compared to its existing
$30 million credit line, and that it expects to close a new credit
facility by the end of March.

Gary Suttle concluded, "We continue to believe that our new
wireless product line represents true innovation in the mobile
audio market. We are now shipping digital media streamers and
players, incorporating universal plug and play technology, for
this new market into over 200 high quality retail locations. While
it will take consumers some time to embrace this new technology,
we believe it has the potential to be a meaningful driver of our
results in fiscal 2005 and beyond. We believe that we are
positioned to meaningfully improve our results and to drive strong
returns for our shareholders because of an expected stabilization
in the mobile audio market, strong new products and our movement
into the OEM market."

                 About Rockford Corporation

Rockford is a designer, manufacturer and distributor of high-
performance audio systems for the mobile, professional, and home
theater audio markets. Rockford's mobile audio products are
marketed under the Rockford Fosgate, Lightning Audio, MB Quart, Q-
Logic, InstallEdge.com, Omnifi and SimpleDevices brand names.
Rockford's professional audio and home theatre products are
marketed under the Hafler, Fosgate Audionics, MB Quart, and Omnifi
brand names.


SALEM COMMUNICATIONS: Incurs $0.7 Million Net Loss for FY 2003
--------------------------------------------------------------
Salem Communications Corporation (Nasdaq: SALM), the leading radio
broadcaster focused on religious and family themed programming,
announced results for the fourth quarter and year ended December
31, 2003.

Commenting on these results, Edward G. Atsinger III, President and
CEO said, "On a same station basis, our fourth quarter station
operating income growth of 26.1% matches the best quarterly
financial performance we have achieved since going public in 1999.
This is especially significant given the difficult year that the
radio industry experienced in 2003. Our 12.8% revenue growth was
fueled by our start-up and developing stations, which continue to
achieve strong growth. In particular, our contemporary Christian
music stations grew robustly achieving 30.0% revenue growth and
197.1% growth in station operating income. Looking ahead to 2004,
we continue to focus on driving our start-up and developing
stations to maturity. Their performance, combined with the
consistent and stable performance of our block programming
business, provides Salem with a business model featuring both
growth and predictability."

                    Fourth Quarter Results

For the quarter ended December 31, 2003, net broadcasting revenue
increased 12.8% to $45.8 million from $40.6 million in the same
period a year ago. The company reported operating income of $10.4
million for the quarter, compared with operating income of $8.7
million for the same quarter in 2002. The company reported net
income of $2.1 million for the quarter, or $0.09 per diluted
share, compared with a net loss of $0.7 million, or $0.03 loss per
diluted share, for the same quarter in 2002. Included in net loss
for the fourth quarter of 2002 was a $1.9 million loss from
discontinued operations related to the sale of WYGY-FM.

Station operating income ("SOI") increased 24.9% to $17.8 million
for the fourth quarter of 2003 from $14.2 million for the
corresponding 2002 period. SOI as a percentage of net broadcasting
revenue increased to 38.8% for the fourth quarter of 2003 from
35.0% for the fourth quarter of 2002. The company expects this
percentage to continue to improve as its start-up and developing
radio stations continue to mature.

EBITDA increased 35.7% to $13.0 million for the fourth quarter of
2003 compared to $9.5 million for the same quarter in 2002. Prior
year EBITDA included a loss of $1.9 million from discontinued
operations related to the sale of WYGY-FM. Excluding the impact of
discontinued operations for 2002, Adjusted EBITDA for the fourth
quarter of 2003 increased 13.4% to $13.0 million from $11.4
million for the fourth quarter of 2002.

On a same station basis, net broadcasting revenue and SOI
increased 11.7% and 26.1% respectively, for the fourth quarter of
2003 as compared to the fourth quarter of 2002.

Per share numbers were calculated based on 23,603,556 weighted
average diluted shares outstanding for the quarter ended December
31, 2003, and 23,483,854 weighted average diluted shares
outstanding for the comparable 2002 period.

                  Full Year 2003 Results

For the year ended December 31, 2003, net broadcasting revenue
increased 9.1% to $170.5 million from $156.2 million for 2002. The
company reported operating income of $30.1 million for 2003,
compared with operating income of $24.6 million for 2002.
Operating income for 2003 was reduced by $2.2 million related to
the denial of a tower relocation and a coverage license upgrade
and a $0.7 million write-off from the cancellation of a
contemplated debt offering. Operating income for 2002 was reduced
by $2.3 million for legal settlement costs. The company reported a
net loss for 2003 of $0.7 million, or $0.03 loss per diluted
share, compared with net income of $14.0 million, or $0.59 per
diluted share, for 2002. Net income for 2003 included a loss (net
of an income tax benefit) of $4.0 million, or $0.17 loss per
diluted share, as a result of the early retirement of $100.0
million of the company's 9.5% senior subordinated notes. Included
in net income for 2002 was a $16.0 million gain from the sale of
WYGY-FM.

SOI increased 17.2% to $61.4 million for 2003 from $52.4 million
for 2002. SOI margin increased to 36.0% for 2003 from 33.5% for
2002.

EBITDA decreased 30.7% to $35.4 million for 2003 compared to $51.0
million for 2002. EBITDA for 2003 included a one-time expense of
$6.4 million for the early retirement of the company's 9.5% senior
subordinated notes, $2.2 million due to a denied tower site and
license upgrade and a $0.7 million write-off from the cancellation
of a contemplated debt offering. EBITDA for 2002 included a one-
time legal settlement of $2.3 million and a $16.0 million gain
from the sale of WYGY-FM. Excluding the impact of these items,
Adjusted EBITDA for 2003 increased 19.6% to $44.6 million from
$37.3 million for 2002.

Same station net broadcasting revenue and SOI for 2003 increased
8.3% and 17.3%, respectively, as compared to 2002.

Per share numbers were calculated based on 23,488,898 weighted
average diluted outstanding shares outstanding for the year ended
December 31, 2003, and 23,582,906 weighted average diluted
outstanding shares outstanding for 2002.

                       Balance Sheet

As of December 31, 2003, the company had net debt of $324.4
million and was in compliance with all of its covenants under its
credit facility and bond indentures. Salem's bank leverage ratio
was 6.8 as of December 31, 2003 versus a compliance covenant of
7.25. Salem's bond leverage ratio was 6.1 as of December 31, 2003
versus an incurrence covenant of 7.0.

                   Station Acquisitions

Additionally, since September 30, 2003, Salem completed the
following acquisitions:

     * WTTT-AM (formerly WAMG-AM) in Boston, Massachusetts, for
       $8.5 million.

     * KZNT-AM (formerly KKCS-AM) in Colorado Springs, Colorado,
       for $1.5 million.

     * KCEE-FM in Sacramento, California, for $1.0 million.

              First Quarter 2004 Outlook

For the first quarter of 2004, Salem is projecting net
broadcasting revenue between $41.7 million and $42.2 million. Net
income for the first quarter of 2004 is projected to be between
$0.01 per diluted share and $0.03 per diluted share. Salem is
projecting station operating income between $13.9 million and
$14.4 million for the first quarter of 2004.

    First quarter 2004 guidance reflects the following:

     * Salem expects to achieve same station revenue growth of 9%
       for January 2004 and, based on its most recent pacings,
       Salem is projecting first quarter same station revenue
       growth in the high single digits.

     * Continued growth from Salem's underdeveloped radio
       stations.

     * Continued softness in the radio industry advertising
       market.

     * Start-up losses associated with newly acquired radio
       stations in the Jacksonville, Florida market.


Additionally, for 2004 as a whole, the company expects corporate
expenses of approximately $17 million. Salem also expects to make
acquisition, upgrade and improvement related capital expenditures
of approximately $10 million and maintenance capital expenditures
of approximately $5 million.

Salem Communications Corporation, headquartered in Camarillo,
California, is the leading U.S. radio broadcaster focused on
religious and family themes programming. The company owns and
operates 92 radio stations, in 36 radio markets, including 58
stations in the top 25 markets. In addition to its radio
properties, Salem owns the Salem Radio Network, which syndicates
talk, news and music programming to over 1,600 affiliated radio
stations; Salem Radio Representatives, a national sales force;
Salem Web Network, the leading Internet provider of Christian
content and online streaming; and Salem Publishing, a leading
publisher of contemporary Christian music trade and consumer
magazines.

                        *    *    *

As reported in the Troubled Company Reporter's September 29, 2003
edition, Standard & Poor's Ratings Services affirmed its ratings,
including its 'B+' long-term corporate credit rating, on Salem
Communications Corp. At the same time, the ratings were removed
from CreditWatch, where they were placed on July 21, 2003.

"The rating actions incorporate expectations that Salem will
maintain covenant compliance in the near term, due to the less
restrictive leverage covenant included in its proposed credit
agreement," said Standard & Poor's credit analyst Alyse
Michaelson. She added that, "Although pending acquisitions could
cause leverage to modestly increase, proposed covenants
incorporate a narrow cushion to absorb station acquisitions and
related start-up losses." Liquidity is based on limited borrowing
capacity under a revolving credit facility. While Salem has
reversed its historical discretionary cash flow deficits for the
first six months of 2003, meaningful free cash flow for debt
repayment is not likely in the near term. Credit ratios are
somewhat weak for the rating, and cannot accommodate the
historical pace of debt-financed acquisitions. Still, Salem
benefits from the relative stability afforded by its block
programming time sales, which helps shield its revenues from
lingering war-related softness in advertising.


SBA COMMS: Fourth Quarter 2003 Net Loss Balloons to $51.2 Million
-----------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) reported results for
the fourth quarter ended December 31, 2003. Highlights of the
results include:

* Sequential and year-over-year growth in site leasing revenue,
  site leasing gross profit and site leasing gross profit margin

* Same tower revenue and gross profit growth of 9.3% and 16.1%,
  respectively

    * Site leasing gross profit margin of 68.9%
    * Services revenue and margin improved sequentially

* Refinancings produce substantial reduction in debt service
  requirements and improved liquidity

                      Operating Results

Total revenues in the fourth quarter of 2003 were $57.6 million,
compared to $57.4 million in the year earlier period. Site leasing
revenue of $32.9 million and site leasing gross profit (formerly
referred to as tower cash flow) of $22.7 million were up 8.9% and
17.0%, respectively, over the year earlier period. Same tower
revenue and site leasing gross profit growth on the 3,020 towers
owned at December 31, 2002 and 2003 were 9.3% and 16.1%,
respectively. Site leasing gross profit margin in the fourth
quarter was 68.9%, a 140 basis point sequential improvement over
the third quarter of 2003 and a 480 basis point improvement over
the fourth quarter of 2002. Site leasing contributed 92.5% of the
Company's gross profit in the fourth quarter. Site development
revenues were $24.7 million compared to $20.2 million in the third
quarter of 2003 and $27.2 million in the year earlier period.
Selling, general and administrative expenses were $7.9 million in
the fourth quarter, compared to $8.0 million in the year earlier
period.

Net loss from continuing operations for the fourth quarter was
$53.1 million or $.98 per share, compared to $29.4 million or $.57
per share in the year earlier period. Net loss in the fourth
quarter of 2003 was $51.2 million, or $.95 per share, compared to
a net loss of $30.3 million, or $.59 per share, in the year
earlier period. The Company's refinancing activities contributed
materially to the fourth quarter net loss. Excluding $25.2 million
of charges relating to asset impairment, write-off of deferred
financing fees and extinguishment of debt, fourth quarter 2003 net
loss per share from continuing operations was $.52 and net loss
per share was $.48. Adjusted EBITDA was $16.8 million, compared to
$15.4 million in the year earlier period, or a 9% increase.
Adjusted EBITDA margin was 29.1%, a 230 basis point improvement
over the year earlier period.

Cash provided by operating activities for the three months ended
December 31, 2003 was $12.5 million, compared to $38.0 million for
the three months ended December 31, 2002.

The Company sold 787 towers in 2003 and intends to dispose of 61
other towers located in the Company's western region. The results
of the 787 towers sold and the 61 towers held for sale are
reflected as discontinued operations in accordance with generally
accepted accounting principles for the three and twelve month
periods ended December 31, 2003, the comparable periods of 2002
and for all other purposes of this release.

                     Investing Activities

During the quarter, SBA built 3 towers and sold 19 towers, ending
the quarter with 3,093 towers. SBA received approximately $10
million of gross cash proceeds from tower sales in the fourth
quarter. Excluding the 61 towers held for sale, SBA owned, as of
December 31, 2003, 3,032 towers in continuing operations. Capital
expenditures for the fourth quarter were $2.9 million, down from
$21.4 million in the year earlier period.

                    Financing Activities

SBA ended the year with $118.2 million borrowed under its $195
million senior credit facility, $275.8 million of 9.75% senior
discount notes, $406.4 million of 10.25% senior notes and $65.7
million of 12% senior discount notes outstanding and net debt of
$832.3 million. Debt amounts as of December 31, 2003 exclude
approximately $4.6 million of deferred gain from a termination of
a derivative in 2002. In the fourth quarter, SBA repurchased
$153.3 million in principal amount of its 12% senior discount
notes through a tender offer, and repurchased $83.6 million of its
10.25% senior notes in open market transactions. The Company paid
cash of $246.6 million plus accrued interest, and exchanged 1.0
million shares of its Class A common stock. Cash payments were
funded through the Company's December issue of 9.75% senior
discount notes, which generated gross proceeds of $275 million.

Since December 31, 2003, the Company has refinanced its $195
million senior credit facility with a new $400 million senior
credit facility, consisting of a $75 million revolving credit
facility and a $325 million term loan of which $275 million was
funded at closing. The remaining $50 million term loan is
available to be drawn until November 15, 2004 subject to covenant
compliance. The facility provides for loans at either the
Eurodollar rate plus a spread of 350 basis points or the Base Rate
(as defined in the facility) plus a spread of 250 basis points.
The revolving credit facility matures in July of 2008 and the term
loan matures in October of 2008. The term loan begins amortizing
in September 2004 at the rate of 1% per annum. Approximately $152
million of proceeds from the new facility were used to repay
borrowings and assignment fees under SBA's prior senior secured
credit facility. The balance of the proceeds from the new facility
may be used for general corporate purposes.

Since December 31, 2003, the Company has repurchased in open
market purchases an additional $19.3 million principal amount of
its 12% senior discount notes and $48.6 million principal amount
of its 10.25% senior notes. The Company paid cash of $66.0 million
plus accrued interest and exchanged 1.0 million shares of its
Class A common stock. The Company has also called for redemption
on March 1, 2004 the remaining $46.3 million of its 12% senior
discount notes. On a pro forma basis giving effect to the new $400
million senior credit facility and the first quarter debt
repurchases and redemptions described above, liquidity at December
31, 2003 would have been $78.2 million, consisting of $57.2
million of cash, short term investments and restricted cash and
approximately $21 million of additional availability under the new
senior credit facility.

"We are very happy with our fourth quarter results," commented
Jeffrey A. Stoops, President and Chief Executive Officer. "Our
leasing business continued to perform strongly, and we saw good
improvement in our services segment. Our customers are clearly
more active. Our leasing and services backlogs are at their
highest levels in over twelve months, and we believe our customers
will stay busy improving their wireless networks through the year.
As a result, we expect material growth in both our leasing and
services businesses in 2004.

"We have also made substantial progress in our liquidity position
and cash flows. Starting with our high yield debt repurchases in
mid-2003 and continuing through our recent refinancings and debt
repurchases, we have reduced our 2004 debt service requirements by
over $50 million and lengthened our maturities. Since June 30,
2003, we have lowered our weighted average cost of debt by
approximately 210 basis points. Our capital structure now better
matches our expected operational results. We intend to use our
improved liquidity, cash flow and anticipated operational results
to reduce our overall leverage and ultimately our cost of
capital."

SBA (S&P, CCC Corporate Credit Rating, Developing Outlook) is a
leading independent owner and operator of wireless communications
infrastructure in the United States.  SBA generates revenue from
two primary businesses -- site leasing and site development
services.  The primary focus of the company is the leasing of
antenna space on its multi-tenant towers to a variety of wireless
service providers under long-term lease contracts.  Since it was
founded in 1989, SBA has participated in the development of over
20,000 antenna sites in the United States.


SCIENTIFIC GAMES: Posts Increased Revenues for Q4 & FY 2003
-----------------------------------------------------------
Scientific Games Corporation (Nasdaq: SGMS) announced financial
results for the fourth quarter and year ended December 31, 2003.

Revenues in the fourth quarter of 2003 were $176.8 million, up
from $118.9 million in the fourth quarter of 2002. Income before
non-cash preferred stock dividend was $15 million or $0.17 per
diluted share in the fourth quarter of 2003 compared to income
before non-cash preferred stock dividend of $40.4 million or $0.46
per diluted share in the fourth quarter of 2002. For the fourth
quarters of 2003 and 2002, the non-cash preferred stock dividend
was $2 million and $1.9 million, respectively.

Pro forma income for the fourth quarter of 2002 before non-cash
preferred stock dividend, early extinguishment of debt and other
debt restructuring charges of $10.2 million and the income tax
benefit from the recognition of a net operating loss carryforward
of $39.9 million, was $10.8 million or $0.12 per diluted share.

EBITDA (earnings before interest, taxes, depreciation and
amortization) for the fourth quarter of 2003 increased 54% to
$47.2 million from $30.7 million in the comparable period of 2002.

For the full year 2003, revenues increased 23% to $560.9 million
from $455.3 million in 2002. Income before non-cash preferred
stock dividend in 2003 was $52.1 million or $0.59 per diluted
share compared to income before non-cash preferred stock dividend
of $39.7 million or $0.50 per diluted share in 2002. For the full
year 2003 and 2002, the non-cash preferred stock dividend was $7.7
million and $7.5 million, respectively.

Pro forma income for the full year 2002 before non-cash preferred
stock dividend, early extinguishment of debt and other debt
restructuring charges of $25.8 million, and the income tax benefit
from the recognition of a net operating loss carryforward of $30.1
million, was $34.0 million or $0.42 per diluted share.

EBITDA for the full year 2003 increased 27% to $157.0 million from
$123.7 million in 2002.

The company noted that the move of its Scientific Games Racing
operations from Delaware to Georgia contributed a charge to
earnings per diluted share of approximately $0.01 in the fourth
quarter of 2003 and $0.02 for the full year 2003.

Lorne Weil, Chairman and CEO, commented, "2003 was the most
productive and fulfilling year in our history. Our strategies
worked well and we continued to grow stronger. As might be
expected our earnings and cash flow were far ahead of last year
(despite an increase in the effective tax rate from 15% to 36%)
and our balance sheet strengthened considerably. Both earnings and
balance sheet improvements were aided by the important debt
restructuring begun in 2002."

"We enter 2004 with a tremendous platform for growth, buttressed
in large part by several developments that occurred during 2003.
The most important of these warrant review:

The acquisition of IGT OnLine Entertainment Systems, Inc. (OES) in
November 2003 was the company's most significant strategic step
since the combination of Scientific Games Holdings Corp. and
Autotote Corporation in 2000. The acquisition of seven North
American on-line lottery contracts approximately quadruples our
recurring on-line lottery contract revenue and establishes us as
one of two world leaders in this industry sector.

During the last eighteen months we have been developing what we
believe is one of the most advanced video lottery control systems
in the world, and the contribution by OES of three domestic and
three international video lottery system contracts greatly
accelerates the fulfillment of our strategy in this segment. With
important lottery representation in China and Korea, OES gives us
an excellent base from which to expand all our businesses in the
Asia Pacific region. In addition, the intellectual property
portfolio acquired with OES will, we believe, have a positive
impact on the growth and profitability of our spectrum of systems
and printed products.

A total of five contracts for lottery start-ups have been awarded
in the US in the last two years and we have been awarded four of
them. During 2003, we were chosen to provide the system for the
start-up of the North Dakota on-line lottery and we were awarded
the instant ticket cooperative services contract for the recent
start-up in Tennessee. The Tennessee instant lottery was launched
in January 2004 with astounding success - instant ticket sales
were $40 million in the first week and $100 million in the first
three weeks, an all-time record for the US.

In addition to the Tennessee start-up, our strategy to expand and
develop our instant ticket percent of sales or "cooperative
services" business was extremely successful in 2003. During the
year we added new percent of sales contracts in Arizona, New
Mexico and South Dakota, we began a new seven-year contract in
Georgia, and we obtained lengthy extensions in Florida and
Pennsylvania. And finally, after two years of having our patience
and determination sorely tested, we signed a contract in Italy for
what has the potential to become the largest instant ticket
lottery ever.

As we have reported previously, worldwide markets for printed
products continued to grow significantly in 2003. Organic market
growth in the US once again exceeded 10%, the growth of our own US
customers was still greater, and there is excellent potential for
us in Europe and Latin America. At the same time unit volumes in
our phone card operation are growing at nearly 20% which have
helped to offset price pressures in the business.

In 2004, we will embark upon a three-pronged capital expansion
plan to ensure that we stay ahead of this growth, widen our
leadership, and continue to improve our quality and cost position.
In the US we will add a fourth instant ticket production line
oriented to shorter run, specialty products. This line will allow
us to compete more effectively in the non-lottery promotional
games business as well. We will begin the construction of a state
of the art, high volume production line in our Leeds, England
plant, allowing us to far more effectively serve major European
customers, and we will begin to move the labor intensive phone
card production to our plant in Chile, initiating a significant
facility upgrade. All told these investments will support our
revenue growth for many years to come as well as enhance
profitability.

Early in 2003, we completed the acquisition of MDI Entertainment.
This acquisition was intended to allow us to add significant value
to our existing customer base as well as provide products and
services to sell to our competitors' customers outside of the
traditional lottery procurement cycle. The acquisition has been a
great success - operating profit in 2003 nearly doubled over the
prior year, and we anticipate that it will nearly double again in
2004. Our recent acquisition of exclusive licenses from Hasbro,
Inc. for US and Canada instant ticket lottery games based on eight
board game properties including Monopoly r, Battleship r and
Scrabble r should contribute strongly to this growth. We believe
that the MDI transaction illustrates clearly the value of
acquisitions that synergistically "fit."

The year 2003 was a watershed in the history of our Autotote
racing systems business, as we made the difficult decisions to re-
brand it as Scientific Games Racing and relocate it from its
headquarters in Delaware into our infrastructure in Alpharetta
Georgia. In the short run we will enjoy cost savings of upwards of
$2 million per year, though this is the least of the long term
synergistic benefits. Concurrent with this integration we
introduced our new Quantum pari-mutuel central system, which
shares the Linux platform with its lottery sibling. We expect to
complete the roll out of the Linux system by June and anticipate
that it will have major economic, technological, and marketing
advantages.

Near the end of the year, Lottomatica S.p.A.'s subsidiary
Cirmatica Gaming, S.A., which had been our largest preferred
stockholder for almost three years, sold its ownership position to
MacAndrews & Forbes Holdings Inc. While we look forward to
continuing to work productively with Lottomatica in such
commercial ventures as the Italian instant lottery project, we
anticipate that our relationship with MacAndrews & Forbes Holdings
will bring important benefits."

                          Outlook

Mr. Weil continued, "As evidenced by recent financial results, the
lottery business has been very strong and we are confident that
this will continue. All indications point to continued pressure on
state lotteries to maximize revenues to offset deficits and we are
seeing a corresponding increase in instant ticket revenues. The
acquisition of new licensed properties, particularly those from
Hasbro, should give our instant ticket business additional
strength.

The increase in the number of our on-line customers to sixteen
states affords us a larger base within which to deliver new
products and services, intended to drive sales higher for these
customers. This is especially important now that we have a full
pipeline of new on-line lottery games scheduled to be introduced
in the next several months. Revenue growth for existing on-line
lottery customers yields extremely high marginal profitability due
to the high fixed cost nature of the business.

We are very pleased with the extraordinarily successful launch of
the Tennessee instant ticket lottery and the progress we are
making toward on-line start-ups in North Dakota and Colorado later
in 2004. Early in the second quarter we will be introducing our
new electronic game card in Iowa and expect to begin shipping
tickets under our new contract for the Gratta e Vinci instant
ticket game in Italy. Our new family of lottery ticket vending
kiosks has had terrific reception and we anticipate having
substantial backlog by mid-year. Our Connecticut-based account
wagering continues to grow rapidly, stimulated most recently by
the start-up of cable television broadcasts early this month. At
the moment the broadcast reaches 250,000 households and we expect
to be at 600,000 soon. We believe that all of this should put us
on very solid footing for 2004."

                            Guidance

"For 2004 we expect revenues to be in the range of $690 million to
$720 million, EBITDA between $195 million and $205 million, and
earnings per diluted share of $0.76 to $0.83," Mr. Weil said.

The company has made a policy change with regard to providing
future earnings guidance. The company will continue to provide
quarterly guidance updates through the end of 2004. Thereafter the
company will discontinue providing revenue and earnings guidance
but will provide investors with perspective on its value drivers,
its strategic initiatives and those factors critical to
understanding its business and operating environment.

"Following the recommendation of our board of directors, our
management team will implement this policy to highlight the
benefits of our strategy over the long term to employees and
shareholders," Mr. Weil said. "The provision of revenue and
earnings guidance encourages a short term outlook which, in our
view, is not in the best interests of our company or our
shareholders."

                     About Scientific Games

Scientific Games Corporation (S&P, BB- Corporate Credit Rating,
Stable Outlook) is the leading integrated supplier of instant
tickets, systems and services to lotteries, and the leading
supplier of wagering systems and services to pari-mutuel
operators.  It is also a licensed pari-mutuel gaming operator in
Connecticut and the Netherlands and is a leading supplier of
prepaid phone cards to telephone companies.  Scientific Games'
customers are in the United States and more than 60 other
countries. For more information about Scientific Games, please
visit its Web site at http://www.scientificgames.com/


SOLUTIA: Court Gives Interim Nod to Stretch Lease-Decision Time
---------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates sought and obtained
interim Court approval to extend the Lease Decision Deadline by 90
days, through and including May 17, 2004, pending final hearing at
the next scheduled hearing date. (Solutia Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTHWEST RECREATIONAL: Has Until March 16 to File Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Rome Division, gave Southwest Recreational Industries, Inc., and
its debtor-affiliates an extension to file their schedules of
assets and liabilities, statement of financial affairs and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtors have until March 16, 2004, to
file their Schedules of Assets and Liabilities and Statement of
Financial Affairs.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,  
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir
Meyerowitz, Esq., Mark I. Duedall, Esq., and Matthew W. Levin,
Esq., at Alston & Bird, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, they listed $101,919,000 in total assets and
$88,052,000 in total debts.


SPECIALTY FOODS: Agrees with Lenders to Amend Senior Debt Pacts
---------------------------------------------------------------
The indirect subsidiary of Specialty Foods Group Income Fund (TSX:
HAM.UN), Specialty Foods U.S. Holdings, Inc., completed a private
placement of Exchangeable Subordinated Debentures announced on
February 20, 2004. The Debentures have an aggregate face amount of
approximately $27.3 million and will mature on February 28, 2007.
BMO Nesbitt Burns acted as sole placement agent for the private
placement. The offering generated net proceeds of $23.75 million,
which will be used by SFG U.S. to purchase additional shares
of Class A Common Stock of Specialty Foods Group, Inc. SFG will
use the proceeds to repay a portion of its working capital  
facility and for general corporate purposes.

The Fund also announced that SFG has completed satisfactory
agreements with its lenders to amend its senior credit agreement
and senior term note agreement.

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

                        *    *    *

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

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

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


SR TELECOM: Subsidiary Gets Approval to Increase Access Tariffs
---------------------------------------------------------------
SR Telecom(TM) Inc.'s (TSX: SRX; Nasdaq: SRXA) Chilean subsidiary,
CTR, has received approval from Subtel, the Chilean
telecommunications regulator, to significantly increase its access
tariffs. Subtel's ruling on CTR's access tariff increase request
allows for growth in all of CTR's rate plans, and will take effect
on March 1, 2004. SR Telecom expects that the effect of the tariff
increase will be to augment CTR's revenues and operating cash flow
by more than CDN$1.5 million on an annualized basis.

"We are extremely pleased with Subtel's decision to allow CTR to
adjust its access rate plans," said David Adams, SR Telecom's
Senior Vice-President, Finance and Chief Financial Officer. "Once
implemented, these tariff increases will be immediately accretive
to CTR's revenues and, along with our planned network expansion,
will contribute significantly to CTR's operational profitability."

                       About CTR

Comunicacion y Telefonia Rural (CTR) is a provider of local
telephone and Internet access services to residential, commercial
and institutional customers in a large, predominantly rural area
of Chile. CTR is a majority-owned subsidiary of SR Telecom.

                      About SR Telecom

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


TRITON PCS: December 2003 Balance Sheet Upside Down by $320 Mil.
----------------------------------------------------------------
Triton PCS Holdings, Inc. (NYSE: TPC) reported record full-year
2003 Adjusted EBITDA of $222.7 million, an increase of 34.1% over
2002, and net cash provided by operating activities of $136.8
million, an increase of 152.9% over last year. Service revenues
increased 14.7% in 2003, led by subscriber growth of 7.8% to
nearly 895,000 at the end of the fiscal year. Fourth quarter
Adjusted EBITDA rose 37.3% to $46.6 million and net cash provided
by operating activities rose 126.3% to $8.8 million from the year-
ago period, reflecting an increase in average revenue per user
(ARPU) to $55.73 compared with $52.55 during the fourth quarter of
2002.

Commenting on results, Michael E. Kalogris, Chairman and CEO of
Triton PCS, said, "We are once again pleased to have achieved
another year of strong financial performance and delivered solid
EBITDA results that met the objectives we set out at the beginning
of 2003. Solid revenue growth and attention to cost control
enabled us to boost our full-year EBITDA margin to 29.4% in 2003
from 24.5% a year ago. While 2003 was not without its challenges,
the company undertook a number of initiatives to improve its ARPU
and cut costs while ensuring long-term, profitable subscriber
gains. These efforts were all carried out while still staying
focused on and generating meaningful EBITDA growth."

Gross subscriber additions in the fourth quarter of 2003 were
79,511, a 15.8% increase over the third quarter, which brings full
year gross additions to 306,600. Mr. Kalogris said, "The difficult
job of replacing the sales productivity that was lost with the
bankruptcy of our largest retail agent is behind us and the
efforts that we put in place to reinvigorate subscriber growth
have begun to take hold. The strong sales momentum that we
experienced in December has continued into 2004 and we are
confident that we will experience more robust gross additions
growth during the year."

Churn for the full year was 2.31%. As expected, fourth quarter
churn continued to be impacted by price increases implemented
early in 2003 as well as the seasonally higher number of contract
anniversaries during the fourth quarter.

"Net customer additions of 10,407 in the quarter reflected a solid
rebound from the third quarter, underscoring our conviction that
we can attract and keep customers through the combination of our
innovative rate plans and leading network quality," added Mr.
Kalogris.

                      Financial Highlights

Total revenues in the fourth quarter increased 10.1% to $201.5
million versus the year-ago period. Revenue growth was driven by a
17.7% increase in service revenues, reflecting subscriber growth
as well as substantial gains in ARPU. ARPU rose to $55.73 compared
with $52.55 in the fourth quarter of 2002 driven by price
increases and sales of higher ARPU plans during the quarter. For
the full-year, total revenues grew 13.1% to $810.1 million,
reflecting a 14.7% increase in service revenues. Roaming revenues
for the full year increased 2.8% to $180.3 million, as a 15.3%
increase in roaming minutes offset scheduled step-downs in roaming
pricing during the year.

Cash cost per user (CCPU) decreased in both the fourth quarter and
the full-year periods vs. the comparable year-ago periods. Fourth
quarter CCPU declined 3.6% to $38.50 while full-year 2003 CCPU
declined 6.0% to $37.95 as the company continues to leverage its
deployed capital infrastructure. General and administrative
expenses decreased 12.2% in the fourth quarter and 7.0% for the
full-year. On a per subscriber basis, general and administrative
expenses declined 19.7% to $12.77 in the fourth quarter and 19.0%
to $12.88 for the full year. These declines reflect increased
operating leverage as well as cost-control initiatives put in
place during the year.

Cost per gross addition (CPGA) during the quarter was $456 due to
aggressive equipment promotions and advertising during the holiday
selling period. Full year 2003 CPGA was $437.

Capital expenditures in the quarter were $81.6 million, bringing
total 2003 capital spending to $145.9 million. Fourth quarter and
full-year interest expense was $32.2 million and $141.2 million,
respectively.

The company ended the year with $206.0 million of available
liquidity, comprised of $106.0 million of cash on hand and $100.0
million of undrawn borrowing capacity under its credit facility.

Triton PCS Holdings, Inc.'s December 31, 2003 balance sheet shows
a total stockholders' deficit of $320,251,000 compared to
$187,189,000 the prior year.

                     Other Highlights

Marketing Update - During the fourth quarter, the company
introduced several new service options; including expanded SunCom
UnPlan offerings and 2- year contract options, as well as lower
access point Welcome Home America plans, which give customers
access to the combined Triton PCS and AT&T Wireless networks.
Additionally, the company introduced its Pay-in-Advance product,
which provides unlimited service in a zone for a monthly
subscription fee, to customers who only qualify for deposit with
one of our traditional post-pay plans. This unique offering allows
Triton PCS to profitably increase conversion of these applicants
without any incremental credit exposure for the company.

GSM/GPRS Update - During the fourth quarter the company processed
28.4 million GSM roaming minutes, which is a 25% increase over the
third quarter 2003. The company expects to complete its GSM/GPRS
network upgrade by the middle of 2004. Upon completion of the
upgrade, the company expects to benefit from lower processing
costs and an enhanced ability to offer GSM plans and feature-rich
handsets.

Triton PCS, based in Berwyn, Pennsylvania, is an award-winning
wireless carrier providing service in the Southeast. The company
markets its service under the brand SunCom, a member of the AT&T
Wireless Network. Triton PCS is licensed to operate a digital
wireless network in a contiguous area covering 13.6 million people
in Virginia, North Carolina, South Carolina, northern Georgia,
northeastern Tennessee and southeastern Kentucky.

For more information on Triton PCS and its products and services,
visit the company's websites at http://www.tritonpcs.com/and  
http://www.suncom.com/


TRITON PCS: Board Declares Series A Preferred Stock Dividend
------------------------------------------------------------
Triton PCS Holdings, Inc. (NYSE: TPC) announced that on February
25, 2004, its Board of Directors declared the payment of a
quarterly cash dividend on the company's outstanding Series A
Redeemable Convertible Preferred Stock, which has a current
liquidation value of $140.3 million. The quarterly cash dividend
of $3.5 million will be paid to shareholders of record of the
Series A Redeemable Convertible Preferred Stock as of March 31,
2004, and paid on April 15, 2004.

Based in Berwyn, Pennsylvania, Triton PCS -- whose December 31,
2003 balance sheet shows a total stockholders' deficit of
$320,251,000 -- is an award-winning wireless carrier
providing service in the Southeast. The company markets its
service under the brand SunCom, a member of the AT&T Wireless
Network. Triton PCS is licensed to operate a digital wireless
network in a contiguous area covering 13.6 million people in
Virginia, North Carolina, South Carolina, northern Georgia,
northeastern Tennessee and southeastern Kentucky.

For more information on Triton PCS and its products and services,
visit the company's Web sites at: http://www.tritonpcs.comand  
http://www.suncom.com


TYCO: Fitch Changes BB+ Senior Unsecured Rating Outlook to Pos.
---------------------------------------------------------------
Fitch Ratings has affirmed its 'BB+' rating on the senior
unsecured debt of Tyco International Ltd., as well as the
unconditionally guaranteed debt of its wholly owned direct
subsidiary Tyco International Group S. A. The Rating Outlook has
been revised to Positive from Stable. Approximately $19 billion of
debt is affected by the ratings.

The move to Outlook Positive reflects evidence of progress in
Tyco's implementation of operating improvements throughout the
company together with a continuing favorable trend in the
company's free cash flow that can be expected to lead to
meaningful debt reduction during the next 2-3 years. Tyco's debt
structure has become considerably more manageable since the
beginning of fiscal 2003 as a result of the refinancing or paydown
of over $8 billion of debt. Debt maturities through 2007 total
$5.6 billion, of which the largest scheduled annual obligation is
approximately $3 billion due in 2006.

The company's virtual halt in making acquisitions, at least
through 2004, and large reductions in capital spending on dealer
accounts have boosted its free cash flow and capacity to reduce
debt. As Tyco carries out its restructuring and related
initiatives, and as its financial ratios benefit from debt
reduction, Fitch anticipates further reviews of the ratings for
possible upgrades. Fitch recognizes the potential liability
resulting from shareholder lawsuits that would have a negative
impact on the company's leverage and liquidity. The rating also
incorporates, however, Tyco's capacity to absorb a sizeable
settlement that would simply delay, rather than prevent, Tyco's
return to a stronger credit profile.

Tyco has begun to effectively address operating challenges and
rebuild margins and cash flow that are important to positioning
the company for internally generated long term growth.
Concurrently, Tyco intends to reduce financial leverage before
looking to augment growth through meaningful acquisitions. In
2003, free cash flow of $3.2 billion was significantly above the
level of $779 million one year earlier, due in large part to
reduced capital spending, and successful implementation of Tyco's
operating plans would expand cash flow further as margins rebound
from recent low levels. The Electronics business is well
positioned to generate higher earnings and cash flow as industry
demand improves, as has appeared more likely in recent periods.
Challenges remain in a number of other businesses such as the
mechanical unit of the Fire & Security segment due to weak
markets, pricing pressure, and operating challenges. Tyco is
placing a special focus on integrating its businesses, leveraging
technology and increasing services, all of which can be expected
to support margins by reducing Tyco's cost structure and
minimizing required capital investment.

Liquidity includes unrestricted cash balances of $2.7 billion as
of Dec. 31, 2003 and $1.25 billion of availability under the
company's bank facilities. Leverage has improved slightly but
remains high compared to historical levels. Weak operating
earnings, albeit recently improved, have partly offset the
positive impact of debt reduction on leverage ratios, resulting in
only a modest reduction in net debt/EBITDA since the end of fiscal
2002 as the ratio declined from 2.8 times (x) to 2.5x at Dec. 31,
2003. Since the end of fiscal 2002, debt reduction of $5.3 billion
has been funded in large part by a $3.4 billion draw down of cash
balances. Cash flow and liquidity in 2004 could be modestly
affected by any pension contributions, but acquisitions are likely
to be negligible in 2004 and increase only modestly thereafter
until Tyco reaches its goal for reducing debt to the $10-$12
billion range. A normal cyclical rebound in the company's end-
markets, coupled with upside benefits from Tyco's Six Sigma,
Strategic Sourcing and working capital actions, would further
benefit operating cash flow and accelerate Tyco's return to a
stronger credit profile.


UAL CORP: Files January Operating Report with Bankruptcy Court
--------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, filed its January
Monthly Operating Report (MOR) with the United States Bankruptcy
Court. The company reported a loss from operations of $191
million, which represents an improvement of approximately $140
million over January 2003. Mainline passenger unit revenue
improved 8% year-over-year, well ahead of the industry average.
Mainline unit costs for January, excluding special charges and
fuel, improved 14% year-over-year. The company reported a net loss
of $252 million, including $26 million in reorganization expenses.
The majority of reorganization expenses were non- cash items
resulting from the rejection of aircraft as the company aligns its
fleet with the market. UAL met the requirements of its debtor-in-
possession (DIP) financing for the twelfth straight month.

"United is continuing to move steadily ahead with its
reorganization efforts," said Jake Brace, United's executive vice
president and chief financial officer. "Our financial results show
progress compared to January a year ago, and United continued to
outpace our competitors in passenger unit revenue improvement,
despite the seasonally weak demand across the industry, which we
expect to continue in February as well."

UAL ended January with a cash balance of about $2.2 billion, which
included $650 million in restricted cash (filing entities only), a
decrease of $131 million, that reflects a quarterly retroactive
wage payment to International Association of Machinists members of
$63 million. As part of its DIP financing agreements, UAL's
lenders required the company to achieve a cumulative EBITDAR
(earnings before interest, taxes, depreciation, amortization and
aircraft rent) of $901 million between February 1, 2003 and
January 31, 2004.

United, United Express and Ted operate more than 3,400 flights a
day on a route network that spans the globe. News releases and
other information about United may be found at the company's
website at http://www.united.com/


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

          (1) Alan Black,

          (2) Roger Hall,

          (3) Harlow Osteboe,

          (4) William Palmer, and

          (5) Gerard Terstiege

The Court orders the U.S. Trustee to promptly schedule an initial
meeting for the Retired Pilots Committee. (United Airlines
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


UNITED DEFENSE: Fitch Ups Senior Secured Credit Rating to BB+
-------------------------------------------------------------
Fitch Ratings has upgraded the rating on United Defense
industries' senior secured credit facilities to 'BB+'. The Rating
Outlook has been revised to Stable from Positive. The rating
upgrade reflects UDI's sustained solid operating performance and
cash flow generation, which have translated into strong credit
metrics and substantial cash balances. UDI also benefits from
continued strong defense spending and its position as a
significant player in the U.S. Army's transformation.

Previously, UDI's acquisition objectives and the potential impact
to credit protection measures from acquisition-related debt were
Fitch's primary concerns for UDI's credit profile and had been the
main factor holding back a rating upgrade. However, acquisition
activity in the past eighteen months has been lower than Fitch
expected. With prices for defense companies relatively high, UDI
has announced only three small defense related transactions since
the July 2002 acquisition of USMR. Fitch believes that
acquisitions will remain a high priority for cash allocation going
forward, but based on UDI's recent acquisitions Fitch expects that
the company will remain disciplined with its cash deployment.
Fitch's rating and Outlook incorporate up to $500 million of
acquisitions, share repurchases or dividends over the next two
years. This level of cash deployment is supported by UDI's stable
operations, strong credit protection measures and significant cash
balances. Fitch assumes that these actions would be funded through
a combination of UDI's cash flow, cash from the balance sheet and
additional debt. A potentially mitigating factor to any large
acquisitions would be the use of secondary equity offerings to
offset acquisition-related debt. Fitch expects that even absent
any larger acquisitions in the near term, UDI will maintain its
conservative stance by making any return of cash to shareholders
moderate.

Additional concerns for the rating include the winding down of the
Bradley Fighting Vehicle program and the timing of near-term
Bradley deliveries. Current Bradley multi-year contracts carry the
program into 2006. Revenues of $293 million in 2003 from the BFV
program were slightly lower than Fitch expected as a result of
delivery delays due to troop deployment in Iraq. While UDI
anticipates generating approximately $330 million of revenues from
the BFV program in 2004, there is still some concern regarding the
timing of deliveries this year again due to the deployment of U.S.
troops. However, as funding for Bradley upgrades winds down, Fitch
expects that UDI will see revenues from the Army's Future Combat
System continue to increase and offset the revenue impact to UDI.
Since FCS is a developmental program Fitch expects that UDI will
experience some margin contraction from this shift of revenues.

Due to its strong cash flow generation (free cash flow of $180
million in 2003), UDI maintained significant financial flexibility
with $287 million of cash and an undrawn revolving credit facility
(excluding outstanding letters of credit) offset by $52 million of
current maturities as of December 31, 2003. Despite minimal debt
reduction over the past year, UDI's credit statistics improved in
2003 with leverage, as defined by debt-to-EBITDAP, declining to
2.0 times from 2.6x in 2002. Additionally, interest coverage, as
defined by EBITDAP-to-interest, increased from 6.8x in 2002 to
10.6x in 2003. Since a significant portion of UDI's debt carries a
floating rate, net of interest rate swaps, UDI's interest coverage
continues to benefit from a historically low interest rate
environment.


UNITED SALES: Creditors to Meet on March 3 in Buffalo, New York
---------------------------------------------------------------
The United States Trustee will convene a meeting of United Sales &
Leasing Co., Inc.'s creditors at 3:00 p.m., on March 3, 2004, in
42 Delaware Avenue, Suite 110, Buffalo, New York 14202. This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Dunkirk, New York, United Sales & Leasing Co.,
Inc., is a full service carrier, specializing in big, wide and
heavy loads.  The Company filed for chapter 11 protection on
January 23, 2004 (Bankr. W.D.N.Y. Case No. 04-10475).  
Beth Ann Bivona, Esq., and Daniel F. Brown, Esq., at Damon & Morey
LLP represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$23,439,892 in total assets and $18,405,955 in total debts.


US ONCOLOGY: Reports Improved Fourth Quarter and Year-End Results
-----------------------------------------------------------------
US Oncology, Inc. (Nasdaq: USON) reported results for the 2003
fourth quarter and fiscal year.

The company recorded year-over-year increases in net operating
revenue, earnings per share and net income for 2003.

"2003 was a successful year for US Oncology, as evidenced by our
year- over-year earnings-per-share growth," said R. Dale Ross,
chairman and CEO. "We maintained our focus on improving
operational efficiencies and strengthening the network, while
devoting a tremendous amount of time and energy to the issue of
Medicare reform."

    US Oncology highlights for 2003 are detailed below:

     --  US Oncology's EBITDA for the fourth quarter was $54.7
         million, compared to $47.0 million for the fourth quarter
         of 2002 and $52.9 million for the third quarter of 2003.

     --  US Oncology's EBITDA for fiscal year 2003 was $210.2
         million, compared to $186.8 million for fiscal year 2002.

     --  The company's percentage of Field EBITDA for the fourth
         quarter was 34 percent, compared to its percentage of
         Field EBITDA of 34 percent for the fourth quarter of 2002
         and 35 percent for the third quarter of 2003.

     --  The company's affiliated practices' accounts receivable    
         days outstanding were 46 at the end of the fourth
         quarter, compared to 48 at the end of 2002 and 44 at the
         end of the third quarter of 2003.

     --  Currently, 83 percent of US Oncology's net operating
         revenue is generated by non-net-revenue model practices,
         an increase from 73 percent at the end of 2002 and 77
         percent at the end of the third quarter of 2003.  This
         includes three practices that converted during the first
         quarter of 2004.

     --  The company's operating cash flow for fiscal year 2003
         was $231.3 million, compared to $150.1 million for fiscal
         year 2002.  As of Feb. 25, 2004, US Oncology had
         approximately $150.0 million in cash and cash
         equivalents.

     --  In 2003, US Oncology repurchased 10.2 million shares of
         its stock, including 2.7 million shares during the fourth
         quarter, at a cost of $87.5 million for an average price
         of $8.56 per share.  In January of 2004, the company
         purchased 394,000 shares, completing the $50 million
         stock repurchase authorization approved by its Board of
         Directors in August of 2003.  As of Feb. 25, 2004, 84.8
         million shares were outstanding.

"I have been especially pleased with the continued conversion of
practices to the earnings model," said Ross. "These conversions
strengthen our network by aligning the company's and affiliated
practices' interests."

                     Medical Oncology

Fourth quarter medical oncology net operating revenue increased by
21.6 percent year-over-year to $566.4 million. Medical oncology
net operating revenue for the year increased by 20.7 percent over
2002 results to $2.1 billion. This increase is credited to growth
in pharmaceutical revenue and the addition of medical oncologists.
Pharmaceutical expenses as a percentage of net operating revenues
increased to 46.1 percent for the fourth quarter of 2003 from 41.8
percent for the fourth quarter of 2002. This increase is mainly
attributable to pharmaceutical revenue increasing as a percentage
of total revenue.

In the fourth quarter, US Oncology's physician practice management
(PPM) network experienced growth in same practice medical oncology
visits of 8.8 percent over the fourth quarter of 2002 and 1.9
percent over the third quarter of 2003.

Medical oncology EBITDA increased 12.4 percent from fiscal year
2002 to fiscal year 2003. This increase is primarily attributed to
growth in medical oncology revenue.

In 2003, US Oncology recruited 79 new physicians for its managed
practices and added 45 affiliated physicians in the pharmaceutical
service line segment of the business, including two new practices,
representing 14 oncologists, during the fourth quarter.

In addition, during the first quarter of 2004, the company
affiliated with two practices under its pharmaceutical service
line model. These affiliations reflect new market entries for the
company in Montana and Tennessee.

                     Cancer Center Services

The Cancer Center Services segment of the company also experienced
growth in the fourth quarter. The segment's net operating revenue
for the fourth quarter increased 1.7 percent over the fourth
quarter of 2002 and for the year increased by 4.3 percent over
2002 results.

The segment's EBITDA increased from $63.8 million in fiscal year
2002 to $70.6 million in fiscal year 2003, an 11 percent growth
rate. The EBITDA increase is due to many of the company's
affiliated practices expanding patient-care options, including the
use of intensity modulated radiation therapy (IMRT) and positron
emission tomography (PET) with patients requiring specialized
treatments, combined with exiting certain markets and centers.

For the year, radiation treatments per day decreased from 2,592 to
2,538 due to the closure or sale of facilities, while same
facility radiation treatments per day increased from 2,496 to
2,502. PET scans increased from 12,777 in 2002 to 20,052 in 2003,
an increase of 56.9 percent, which was attributable to an increase
in same-facility PET scans per day of 29.1 percent and the
addition of four PET systems during 2002 and five during 2003.

Currently, 33 US Oncology facilities have IMRT as part of the
comprehensive services available to patients treated by affiliated
physicians.

During 2003, the company invested $62.4 million in its network of
affiliated practices, including implementing new diagnostic and
treatment technologies, opening four integrated cancer centers and
installing five PET systems, and realized the benefits of
increased community use of existing facilities and resources.

The company currently has six cancer centers and two PET systems
in various stages of development for network practices.

              Reimbursement and Business Outlook

Provisions to reduce reimbursement for cancer care were included
in the Medicare Modernization Act (MMA), signed into law by
President Bush in December of 2003. It is anticipated that the
Medicare reduction in reimbursement will largely impact oncology
practices in 2005 and beyond. Medicare is the largest payor for
the company's affiliated PPM practices, representing approximately
41 percent of their net patient revenue.

Applying the 2005 provisions to US Oncology's 2003 financial
results would produce a pro forma revenue and EBITDA reduction of
approximately $40 to $45 million. To arrive at those results, the
company mathematically applied those 2005 rates to its net revenue
for 2003 and made no other adjustment to its historical results.
The pro forma financial information is for illustrative purposes
only, and the company does not believe the information is
indicative of future results.

"While this reduction in reimbursement represents a challenge for
US Oncology, it is also a tremendous opportunity," said Ross. "We
believe that US Oncology's services best position practices to
mitigate the impact of reduced Medicare reimbursement by enhancing
management efficiency and enabling them to diversify service
offerings and improve their market position."

US Oncology, along with the entire cancer-care community, also
remains engaged on the issue of cancer-care reimbursement in
Washington. The focus is on educating lawmakers about the need for
further reform, raising the profile of community cancer care and
the potential threat facing patient access.

Regarding its business outlook for 2004, the company expects year-
over- year growth in net income of approximately 15 to 20 percent
and EBITDA growth of approximately 8 to 12 percent. In 2005, the
company anticipates a decline in profitability from 2004 results
due to the full implementation of Medicare reform.

These estimates are forward-looking statements, subject to
uncertainty. Investors should refer to the company's cautionary
advice regarding forward- looking statements appearing elsewhere
in this news release and in the company's filings with the
Securities and Exchange Commission.

                    About US Oncology, Inc.

US Oncology (S&P, BB Corporate Credit Rating, Negative),
headquartered in Houston, Texas, is America's premier cancer-care
services company. The company provides comprehensive services to a
network of affiliated practices comprising more than 875
affiliated physicians in over 470 sites, including 78 integrated
cancer centers, in 32 states. These practices care for
approximately 15 percent of the country's new cancer cases each
year.


VENTAS: Increases Q1 2004 Dividend by 21.5% to $0.325 Per Share
---------------------------------------------------------------
Ventas, Inc. (NYSE: VTR) said that normalized Funds From
Operations ("FFO") for the 2003 fourth quarter rose 33 percent to
$32.3 million, compared with $24.2 million in the comparable 2002
period. Normalized FFO per diluted share increased 18 percent to
$0.40 from $0.34 per diluted share for the comparable 2002 period.
In the fourth quarter ended December 31, 2003, the Company had
81.2 million weighted average diluted shares outstanding, compared
to 71.2 million weighted average diluted shares outstanding a year
earlier.

The quarter benefited from increased rents resulting from Ventas's
annual lease escalations, income from the Company's 2002
investments with Trans Healthcare, Inc. ("THI"), decreased
interest expense due to lower debt balances and the early pay-off
of the United States Settlement.

Normalized FFO per diluted share for the year ended December 31,
2003 was $1.54, a 13 percent increase from the year ended December
31, 2002 level of $1.36 per diluted share. Normalized FFO for 2003
grew 29 percent year-over- year, to $123.5 million in 2003 from
$95.6 million in 2002.

Normalized FFO for all periods excludes (a) gains on sales of
common stock in the Company's primary tenant, Kindred Healthcare,
Inc. (Nasdaq: KIND), (b) the benefit of a $20.2 million reversal
of a previously recorded contingent liability, which was recorded
as income in the first quarter of 2003, (c) losses from early
extinguishment of debt and (d) a one-time swap breakage expense
incurred in connection with the Company's debt refinancing in
April 2002.

"In the fourth quarter, Ventas was hitting on all cylinders,"
Ventas Chairman, President and CEO Debra A. Cafaro said. "Our
strategic diversification program moved forward with our
announcement of the acquisition of ElderTrust (NYSE: ETT), which
closed February 5, 2004. We also completed the sale of ten
underperforming facilities to Kindred, generating $85 million in
proceeds," she added. "Our shareholders are benefiting from our
double-digit FFO per share growth. We will continue to manage the
Company to deliver consistent, superior total shareholder return
while we broaden the Company's tenant and asset base."

                     GAAP NET INCOME

After discontinued operations of $61.8 million, or $0.76 per
diluted share, Ventas reported fourth quarter 2003 net income of
$77.1 million, or $0.95 per diluted share. After discontinued
operations of $1.2 million, or $0.01 per diluted share, net income
for the fourth quarter ended December 31, 2002 was $9.4 million,
or $0.13 per diluted share. A breakdown of discontinued operations
is included in a schedule attached to this Press Release.

After discontinued operations of $66.0 million, or $0.82 per
diluted share, net income for the year ended December 31, 2003 was
$162.8 million, or $2.03 per diluted share. Net income for the
year ended 2002 was $65.7 million, or $0.93 per diluted share,
after discontinued operations of $28.4 million, or $0.40 per
diluted share.

                     DIVIDEND INCREASE

Ventas also said its Board of Directors voted to increase the
Company's first quarter 2004 dividend to $0.325 per share, an
increase of 21.5 percent from the quarterly dividend of $0.2675 it
paid for 2003. The first quarter 2004 dividend is payable on March
25, 2004 to stockholders of record on March 15, 2004.

"We are delighted to begin the year by increasing our dividend by
over 21 percent," Cafaro said. "We want to share the benefits of
our cash flow growth with our shareholders and at the same time
maintain a conservative, secure dividend payout ratio of
approximately 75 percent of anticipated 2004 FFO."

    FOURTH QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

     --   Ventas announced the acquisition of ElderTrust for $184
          million, adding 18 new properties including nine
          assisted living facilities, one independent living
          facility, five skilled nursing facilities, two medical
          office buildings and one financial building to the
          Company's extensive portfolio.  The acquisition was
          Completed February 5, 2004.  At the closing of the
          transaction, ElderTrust had approximately $33.5 million
          in unrestricted and restricted cash on hand, effectively
          reducing the net purchase price.

     --   Early in 2004, Ventas announced the acquisition of 14
          assisted and independent living facilities for $115
          million that will be leased to nationally recognized
          Brookdale Living Communities, Inc.  The facilities are
          located in ten states, contain about 2,000 private pay
          units and have an average occupancy of 93 percent.  
          Ventas has closed on seven of the properties, and
          expects to complete the remaining transactions shortly.

     --   Ventas sold 10 underperforming properties to its primary
          tenant, Kindred, for total consideration of $85 million.  
          The transaction resulted in a gain of $54.9 million.  
          Included in the sale were two hospitals and eight
          skilled nursing facilities.  Proceeds from the sale were
          redeployed into Ventas's strategic diversification
          program, including the acquisition of ElderTrust.

     --   On a pro forma basis for 2004, assuming the completion
          of the ElderTrust and Brookdale transactions on
          January 1, 2004, Kindred rent would represent 83 percent
    of the Company's expected revenue in 2004.

     --   At December 31, 2003, the Company's net debt: EBITDA
    ratio stood at 2.8x, as a result of the Company's
    consistent efforts to strengthen its balance sheet.

     --   Each of Moody's and Standard and Poor's rating agencies
          raised its outlook for Ventas to positive in the fourth
          quarter.

     --   The 227 skilled nursing facilities and hospitals leased
          to Kindred produced EBITDAR to rent coverage of 1.7
          times (after management fees) for the trailing twelve
          month period ended September 30, 2003 (the latest date
          available).

     --   On October 1, 2003, Medicare reimbursement for skilled
          nursing facilities increased by 6.26 percent.

     --   Ventas reduced the notional amount of its swap to $330
          million from $450 million in December 2003.

     --   Ventas finished 2003 with Total Shareholder Return of
          106 percent, and 70 percent compound annual TSR for the
          three years ended December 31, 2003, making it the top
          performing Real Estate Investment Trust ("REIT") in the
          Morgan Stanley REIT Index for both periods.

     --   The Company opened its Distribution Reinvestment and        
          Stock Purchase Plan ("DRIP") to permit shareholders to
          invest in Ventas stock directly and through dividend
          reinvestment, with a two percent discount.

     --   Consistent with the Company's focus on sound corporate
          governance, the Company terminated its Shareholders
          Rights Plan (which had an anti-takeover effect) in 2003.

                   FOURTH QUARTER 2003 RESULTS

Revenue for the quarter ended December 31, 2003 was $50.5 million,
of which $47.4 million (or 93.7 percent) resulted from leases with
Kindred. Fourth quarter expenses totaled $35.3 million, and
included $9.9 million of depreciation expense, $15.9 million of
interest expense on debt financing and $5.2 million loss on swap
breakage. General, administrative and professional expenses for
the 2003 fourth quarter totaled $3.9 million.

                         2003 RESULTS

Revenue for 2003 was $205 million, of which $183.2 million (or
89.4 percent) resulted from leases with Kindred. Expenses of
$108.3 million for the year were reduced by the $20.2 million
reversal of a contingent liability and included $39.7 million of
depreciation expense, $61.8 million of interest expense and $4.9
million of interest expense on the United States Settlement, which
was paid in full in June 2003 without prepayment penalty or
premium. General and administrative and professional expenses for
the year totaled $15.2 million.

At December 31, 2003, Ventas Inc. posted an improved balance sheet
as stockholders' equity now stands at $56,315,000 compared to an
equity deficit of $53,627,000 the prior year.


          VENTAS AFFIRMS 2004 NORMALIZED FFO GUIDANCE

Ventas affirmed its 2004 normalized FFO guidance of between $1.70
and $1.74 per diluted share. If achieved, these results would
represent approximately 12 percent per share growth in normalized
FFO in 2004. The Company's guidance includes the impact of the
recently completed merger with ElderTrust and the acquisition and
leasing of the remaining seven Brookdale properties that are
currently under contract for purchase. There can be no assurance
that the remaining Brookdale transactions will occur or when they
will occur. Any failure or delay in completing these transactions
will reduce the amount of 2004 FFO Ventas expects to achieve.
Consistent with its practice, Ventas's FFO guidance (and related
GAAP earnings projections) for 2004 exclude the impact of
additional acquisitions and divestitures, gains and losses on the
sales of assets, and capital transactions. Its guidance also
excludes the future impact of (a) any expense the Company records
for non-cash "swap ineffectiveness," and (b) any expenses related
to the write-off of unamortized deferred financing fees or
additional costs, expenses or premiums incurred as a result of
early debt retirement.

              ASSUMPTIONS AND QUALIFICATIONS

The declaration and payment of future dividends remains subject to
the oversight and approval of the Company's Board of Directors and
is generally reviewed quarterly. The Company may from time to time
update its publicly announced expectations regarding future
dividends but it is not obligated to do so.

The Company's FFO guidance and expectation regarding future
dividends are based on a number of assumptions, which are subject
to change and many of which are outside the control of the
Company. If actual results vary from these assumptions, the
Company's expectations may change. There can be no assurance that
the Company will achieve the projected FFO results or the timing
or amount of future dividends.

Ventas, Inc. is a healthcare real estate investment trust that
owns 42 hospitals, 199 nursing facilities, 18 senior housing
facilities and 11 other facilities 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 DGC: Caps Price on $125M Convertible Senior Debt Offering
-----------------------------------------------------------------
Veritas DGC Inc. (NYSE & TSX: VTS) has priced at par its
previously announced private offering of $125 million aggregate
principal amount of Floating Rate Convertible Senior Notes Due
2024. The Company also granted to the initial purchaser an option
to purchase up to an additional $30 million of convertible notes
in connection with the offering.

The closing of the convertible notes offering is expected to
occur on March 3, 2004, and is subject to the satisfaction of
customary closing conditions.

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 the Company at a fixed
conversion price of $24.03 (subject to adjustment in certain
circumstances), which is equivalent to an initial conversion
ratio of approximately 41.6146 per $1,000 principal amount of
convertible notes. 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 the Company for
the note's conversion value in excess of such principal amount.

The convertible notes will bear interest at a per annum rate
which will equal three month LIBOR, adjusted quarterly, minus a
spread of 0.75%. The convertible notes will mature on March 15,
2024 and may not be redeemed by the Company prior to March 20,
2009. Holders of the convertible notes may require the Company to
repurchase some or all of the convertible notes on March 15,
2009, 2014 and 2019.

The Company intends to use approximately $100 million of the net
proceeds from the offering to prepay a portion of amounts
outstanding under its existing bank credit facility and will use
approximately $20 million of the net proceeds to repurchase in
negotiated transactions shares of its common stock sold short by
certain purchasers of the convertible notes in connection with
the offering.

The convertible notes will be offered and sold 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.


WEYERHAEUSER: Intends to Sell Canadian Lumber & Plywood Mills
-------------------------------------------------------------    
As part of Weyerhaeuser Company's effort to improve strategic
focus and competitiveness it intends to sell two mills in
Saskatchewan -- a sawmill in Carrot River and a plywood mill in
Hudson Bay.

"Due to the hard work of the people at these mills, these are
efficient operations which could have more strategic value to
another company," said William R. Corbin, executive vice president
for Weyerhaeuser's Wood Products businesses. "We will be seeking
out prospective purchasers in the weeks and months ahead."

Both the Carrot River and Hudson Bay mills were originally built
by Saskatchewan Forest Products in the mid-1970s. The mills were
subsequently owned by MacMillan Bloedel, and acquired by
Weyerhaeuser in 1999 when it purchased MacMillan Bloedel.

Hudson Bay Plywood employs 190 people while 118 people are  
employed by the Carrot River sawmill.

"Weyerhaeuser continues to maintain a strong presence in
Saskatchewan, operating our pulp and paper mill in Prince Albert,
a sawmill in Big River, an Oriented Strand Board (OSB) mill in
Hudson Bay, and our partnership in the Wapawekka lumber joint
venture," Corbin said.

Weyerhaeuser employs almost 1,700 people in Saskatchewan, and
holds licenses to manage 4.9 million hectares of forest in the
province.
    
Weyerhaeuser Company (NYSE: WY) (Fitch, BB+ Senior Unsecured Long-
Term Ratings, Stable Outlook), one of the world's largest
integrated forest products companies, was incorporated in 1900. In
2003, sales were $25.9 billion ($19.9 billion US). It has offices
or operations in 18 countries, with customers worldwide.
Weyerhaeuser is principally engaged in the growing and harvesting
of timber; the manufacture, distribution and sale of forest
products; and real estate construction, development and related
activities. Weyerhaeuser Company Limited, a wholly owned
subsidiary, has Exchangeable Shares listed on the Toronto Stock
Exchange under the symbol WYL. Additional information about
Weyerhaeuser's businesses, products and practices is available at
http://www.weyerhaeuser.com/
    

WORLDCOM: JMG Capital Seeks to Convert Preferreds to Common Shares
------------------------------------------------------------------
JMG Capital Partners, LP, and JMG Triton Offshore Fund, Ltd., are
holders of over 8,000,000 shares of WorldCom Series D, E and F
Preferred Stock.  Amendment No. 1 to WorldCom's Form S-4
Registration Statement filed with the Securities and Exchange
Commission on May 14, 2001 provides that the holders of shares in
any of these series of preferred stock are entitled to convert
their shares into WorldCom stock at any time.  The conversion
rights state that:

   "Holders of shares of WorldCom series D preferred stock,
   WorldCom series E preferred stock and WorldCom series F
   preferred stock will be entitled to convert their shares into
   WorldCom common stock at any time at a rate for each share
   that is equal to the quotient obtained by dividing the sum of
   the liquidation preference plus all accumulated and unpaid
   dividends on that share by the conversion price in effect for
   that series on the date of conversion."

Richard M. Meth, Esq., at Pitney, Hardin, Kipp & Szuch LLP, in
Florham Park, New Jersey, relates that in July 2002, JMG
periodically requested that WorldCom convert its preferred shares
to common stock.  However, all of these requests were ignored,
rebuffed or refused by WorldCom and its transfer agent, The Bank
of New York.  As a result, JMG eventually stopped making the
requests.  

Realizing that there was still a market for WorldCom's common
stock, JMG again contacted WorldCom on several occasions for the
same reason.  Again, WorldCom was not responsive and did not
accommodate JMG's requests.  Later, JMG was told that the
preferred shares could not be converted due to WorldCom's pending
bankruptcy case.  After several more requests, the Debtors
informed JMG that they would convert the preferred shares to
common stock.  JMG was instructed to communicate with The Bank of
New York who would handle the conversion of the shares.

The Bank of New York advised JMG that an authorization from
WorldCom is needed to allow the conversion.  Accordingly, JMG
requested for the authorization, which WorldCom failed to
provide.  Based on statements only recently made by the Debtors'
counsel, it appears that WorldCom is concerned that there are not
enough shares in its common stock conversion reserve to
effectuate the stock conversion requested by the JMG.

Mr. Meth believes that the apparent lack of common shares is the
result of either (i) an internal error at WorldCom, or (ii)
WorldCom's failure to issue enough common shares to accommodate
the stock conversion currently requested by JMG.  Notably, and
because WorldCom's books and records are in a state of disarray,
the Debtors do not even know how many of their shares of common
stock are issued and available to satisfy a conversion request at
this time.

Mr. Meth contends that:

   -- there is no legal basis for the Debtors to prevent JMG from
      exercising its undisputed right to convert its WorldCom
      preferred shares to WorldCom common stock;

   -- the proposed conversion of preferred shares will have no
      economic or other adverse effect on the Debtors; and

   -- JMG has been damaged, and will continue to be damaged, to
      the extent of the lost value of the WorldCom common shares,
      which it is being prevented from obtaining by virtue of
      WorldCom's refusal to give the required conversion
      authorization.

Mr. Meth also wonders why the common shareholders were able to
sell their shares and realize value, while preferred
shareholders, like JMG, who have rights senior to the holders of
WorldCom common shares, cannot.

Mr. Meth takes note that on the Effective Date of the Debtors'
Plan, all of WorldCom's Equity Interests, including JMG's
preferred stock, will be extinguished.  

At this juncture, JMG wants the Court to compel the Debtors to:

   -- take all appropriate and necessary actions to facilitate
      the conversion of all of its WorldCom preferred shares
      into common stock;

   -- instruct The Bank of New York to process the conversion;
      and

   -- extend or delay the Effective Date of the Debtors'
      confirmed Plan. (Worldcom Bankruptcy News, Issue No. 48;
      Bankruptcy Creditors' Service, Inc., 215/945-7000)  


* BOND PRICING: For the week of March 1 - 5, 2004
-------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    38
Adelphia Communications                6.000%  02/15/06    38
Allegiance Telecom                    11.750%  02/15/08    56
American & Foreign Power               5.000%  03/01/30    69
Asarco Inc.                            8.500%  05/01/25    71
Atlas Air Inc.                        10.750%  08/01/05    39
Best Buy                               0.684%  06/27/21    74
Better Mining                         13.000%  09/15/09    71
Burlington Northern                    3.200%  01/01/45    57
Comcast Corp.                          2.000%  10/15/29    37
Cummins Engine                         5.650%  03/01/98    73
Cox Communications Inc.                2.000%  11/15/29    34
Delta Air Lines                        7.900%  12/15/09    73
Delta Air Lines                        8.300%  12/15/29    62
Delta Air Lines                        9.000%  05/15/16    67
Delta Air Lines                        9.250%  03/15/22    65
Delta Air Lines                        9.750%  05/15/21    67
Delta Air Lines                       10.375%  12/15/22    68
Elwood Energy                          8.159%  07/05/26    69
Enron Corp.                            6.750%  08/01/09    23
Exide Corp.                            2.900%  12/15/05     3
Federal-Mogul                          7.500%  01/15/09    26
Fibermark Inc.                        10.750%  04/15/11    69
Finova Group                           7.500%  11/15/09    64
Inland Fiber                           9.625%  11/15/07    55
International Wire Group              11.750%  06/01/05    74
Kaiser Aluminum                       12.750%  02/01/03    15
Level 3 Communications                 6.000%  09/15/09    67
Level 3 Communications                 6.000%  03/15/10    68
Levi Strauss                          11.625%  01/15/08    70
Levi Strauss                          12.250%  12/15/12    69
Liberty Media                          3.750%  02/15/30    68
Liberty Media                          4.000%  11/15/29    73
Mirant Corp.                           2.500%  06/15/21    65
Mirant Corp.                           5.750%  07/15/07    66
Northern Pacific Railway               3.000%  01/01/47    55
RCN Corporation                       10.000%  10/15/07    54
RCN Corporation                       10.125%  01/15/10    55
Select Notes                           5.700%  06/15/33    75
Universal Health Services              0.426%  06/23/20    67

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***