TCR_Public/040302.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 2, 2004, Vol. 8, No. 43

                           Headlines

4441 BROADWAY REALTY: Voluntary Chapter 11 Case Summary
ABITIBI-CONSOLIDATED: Will Present at CSFB Conference Tomorrow
ABITIBI-CONSOLIDATED: Sells Remaining Interest in SFK Pulp Fund
ADELPHIA BUSINESS: Seeks Clearance for Allegheny Settlement Pact
ADELPHIA COMMS: Court Gives Go-Ahead for Dove Consulting Retention

AGRICORE UNITED: Archer Daniels Agrees to Purchase 1.5M Shares
AHOLD: Discloses Term Limits for Corporate Executive Board Members
AINSWORTH: Obtains Required Consents to Amend Sr. Note Indentures
ALCARO MOTOR SALES: Case Summary & 20 Largest Unsecured Creditors
ALLIED WASTE: Fitch Gives Stable Outlook to Affirmed Low-B Ratings

AMERICA WEST AIRLINES: Bear Stearns Reports 6.03% Equity Stake
ANALYTICAL SURVEYS: Names Livingston Kosberg as Interim CEO
ATP OIL: Amends $125 Million Senior Credit Facility
AURORA: Obtains Nod to Make $17.5-Mill. Termination Fee Payment
BANKUNITED: Closes $100 Million Convertible Senior Debt Offering

BESS EATON: Files for Bankruptcy Protection in Rhode Island
BESS EATON DONUT: Case Summary & 20 Largest Unsecured Creditors
BORSIG ENERGY: Caterpillar Inc. to Acquire Turbomach S.A.
CABLETEL COMMS: Selling Distribution Business To Power & Telephone
CENTURY CARE: Cowgill & Holmes Serves as Bankruptcy Counsel

COMM SYNERGY: Upcoming Board Meeting to Address Share Structure
DELACO COMPANY: Turns to Huron Consulting for Restructuring Advice
DOMAN INDUSTRIES: Wants to Stretch CCAA Stay Until April 5, 2004
DONLAR CORPORATION: Case Summary & 20 Largest Unsecured Creditors
ENRON: EEPC Unit Seeks Nod for Accroven, et al., Settlement Pact

EVERGREEN RESOURCES: S&P Assigns BB+ Corporate Credit Rating
EXIDE TECHNOLOGIES: Files Joint Plan of Reorganization in Delaware
FRESH BRANDS: Records $4.7M Q4 Net Loss & Suspends Cash Dividends
FRESH FARMS: Case Summary & 20 Largest Unsecured Creditors
GAP INC: S&P Revises Outlook on Low-B Level Ratings to Stable

GLOBIX CORP: Completes $40 Million Senior Debt Purchase
GSR MORTGAGE: Fitch Rates Series 2004-3F Class B4 Rating at BB
GUILFORD MILLS: Cerberus to Acquire Company in a Cash Tender Offer
HAYES: HLI Trust Sues to Recover Preferences from 38 Creditors
HOLLINGER INT'L: Pays Rights Dividend to Common Stockholders

HOVNANIAN: Fitch Rates $150 Million Senior Debt Issue at BB+
JARDEN CORP: Dixon Extends Exclusivity Agreement to March 12
JB POINDEXTER: Obtains S&P's Low-B Ratings for Credit & Sr. Debt
JP MORGAN: Fitch Upgrades B-Level Series 1997-SPTL-C1 Note Ratings
KAISER: Retirees' Panel Signs-Up FTI Consulting as Fin'l Advisor

KNOX COUNTY: Gets Nod to Hire TBG Specialist as Consultants
LENNOX INT'L: Reduced Debt Prompts S&P to Up Credit Rating to BB
MICROCELL: Commencing CDN$100 Million Equity Rights Offering
MIRANT CORP: Pushing for Approval of Compromise Pact with Insurers
MOORE WALLACE: S&P Withdraws BB+ Rating After Merger Completed

NATIONAL BENEVOLENT: US Trustee Names 7-Member Creditors' Panel
NATIONAL CENTURY: Asks Clearance for Proposed LCS Settlement Pact
NETWORK STORAGE: Case Summary & 20 Largest Unsecured Creditors
NEW CONSTRUCTION: Voluntary Chapter 11 Case Summary
NORTHSTAR CBO: S&P Downgrades Ratings for Class A-2 & A-3 Notes

OWENS: Demands Recovery of National Settlement Program Payments
PACIFIC GAS: Court Approves $310 Million Mortgage Bond Payment
PAK-A-SAK: Signing-Up Leonard W. Jones as Accountants
PARMALAT: Parma Court Establishes Deadlines for Filing Claims
PETERRI TRANSPORT: Case Summary & 20 Largest Unsecured Creditors

PETROLEUM GEO: Releasing Preliminary 2003 Results on March 16
PG&E NATIONAL: Wants to Assume & Assign Glencore Sale Agreement
PLIANT: Completes Senior Debt Sale & Secures New $100MM Facility
PRIDE INT'L: S&P Puts BB+ Corporate Credit Rating on Watch Neg.
QWEST COMMS: Qwest Capital Closes Tender Offer for Debt Securities

RELIANCE GROUP: Plan-Filing Exclusivity Extended to March 30, 2004
RESOURCE AMERICA: S&P Withdraws B Rating After Sr. Debt Redemption
ROTHCHILD JEWELERS: Voluntary Chapter 11 Case Summary
RURAL/METRO: Remains as Apache Junction's 911 Ambulance Provider
SMITHFIELD FOODS: Denies Acquisition Talks with Swift & Co.

SMTC CORP: Sets 4th Quarter Results Teleconference for March 10
SOLUTIA INC: PPG Asks Court Permission to Set Off Mutual Debts
SOUTHWEST RECREATIONAL: Creditors to Convene on April 22, 2004
STOLT-NIELSEN: Sells 2 Million Shares in Stolt Offshore
STOLT-NIELSEN: 2003 Year-End Net Loss Triples to $315.9 Million

STOLT OFFSHORE: Sells ROV Drill Support Business for $48 Million
STORAGE ENGINE: Files Voluntary Chapter 11 Petition in New Jersey
STORAGE ENGINE: Case Summary & 21 Largest Unsecured Creditors
UAL CORP: Bankruptcy Court Appoints Ross Silverman As Examiner
UNITED AIRLINES: Asks Court to Okay ESOP Committee Stipulation

US DATAWORKS: Will Present at RedChip Investor Conference Tomorrow
VALHI INC: Reports Improved Fourth Quarter & FY 2003 Results
VERITAS DGC: Unsecured Note Issuance Spurs S&P to Affirm Ratings
WALKER ISLAND: Case Summary & 20 Largest Unsecured Creditors
WARNACO GROUP: Bank of Nova Scotia Discloses 7.68% Equity Stake

WELLS FARGO: Fitch Takes Rating Actions on Series 2002-1 Notes
WORLDCOM INC: Inks Stipulation Resolving Capital Telecom Claim
ZOOLINK COMMS: Files Notice to Reorganize Under BIA in Canada

* Large Companies with Insolvent Balance Sheets

                           *********

4441 BROADWAY REALTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: 4441 Broadway Realty LLC
        4441 Broadway
        New York, New York 10046

Bankruptcy Case No.: 04-11266

Type of Business: Real estate

Chapter 11 Petition Date: February 29, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Joseph A. Altman, Esq.
                  Altman & Altman
                  1009 East 163rd Street
                  Bronx, NY 10459
                  Tel: 718-328-0422
                  Fax: 718-378-4898

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


ABITIBI-CONSOLIDATED: Will Present at CSFB Conference Tomorrow
--------------------------------------------------------------
Abitibi-Consolidated Inc. (NYSE: ABY, TSX: A) President and CEO
John W. Weaver will make a presentation at the CSFB Global Basics
Conference in New York, New York, on Wednesday, March 3, 2004 at
11:00 a.m. EST.

The presentation will be webcast live and an archived copy will
remain available on Abitibi-Consolidated's web site for 30 days.
Interested parties are invited to listen by using the link
provided on the investor relations page of Abitibi-Consolidated's
web site at http://www.abitibiconsolidated.com/

Abitibi-Consolidated (Moody's, Ba1 Outstanding Debentures
Rating) is a global leader in newsprint and uncoated groundwood
(value-added groundwood) papers as well as a major producer of
wood products, generating sales of $ 4.8 billion in 2003. With
16,000 employees, excluding Pan Asia Paper Co. Pte Ltd (PanAsia),
the Company does business in more than 70 countries. Responsible
for the forest management of 18 million hectares, Abitibi-
Consolidated is committed to the sustainability of the natural
resources in its care. The Company is also the world's largest
recycler of newspapers and magazines, serving 17 metropolitan
areas with more than 11,200 Paper Retriever(R) collection points
and 14 recycling centers in Canada, the United States and the
United Kingdom. Abitibi-Consolidated operates 27 paper mills, 21
sawmills, 4 remanufacturing facilities and 1 engineered wood
facility in Canada, the U.S., the UK, South Korea, China and
Thailand.


ABITIBI-CONSOLIDATED: Sells Remaining Interest in SFK Pulp Fund
---------------------------------------------------------------
Abitibi-Consolidated Inc. (TSX: A; NYSE: ABY) and SFK Pulp Fund
(TSX: SFK.UN) closed the public offering of 14,812,500 units of
SFK Pulp Fund on a bought deal basis at a price of $8.00 per unit
for gross proceeds of $118.5 million, before commissions and
expenses. Net proceeds of the offering were used by the Fund to
purchase Abitibi-Consolidated's remaining interest in SFK Pulp
General Partnership. As a result, Abitibi-Consolidated no longer
has an interest in SFK Pulp General Partnership.

CIBC World Markets Inc., Scotia Capital Inc., National Bank
Financial Inc., RBC Dominion Securities Inc. and UBS Securities
Canada Inc. acted as underwriters in the context of the offering.

    About SFK Pulp Fund
    -------------------

Through SFK Pulp General Partnership, SFK Pulp Fund operates a
mill located in Saint-Felicien, Quebec, approximately 450
kilometers north of Montreal in the Lac-Saint-Jean region and
employs approximately 325 people. The mill has an annual
production capacity of 350,000 metric tonnes of NBSK
pulp and is one of the lowest-cost producers of NBSK pulp in
Canada. The mill supplies NBSK pulp to various sectors of the
paper industry in Canada, the United States and in Europe for use
in specialty products.

    About Abitibi-Consolidated Inc.
    -------------------------------

Abitibi-Consolidated Inc. (Moody's, Ba1 Outstanding Debentures
Rating) is a global leader in newsprint and uncoated groundwood
(value-added groundwood) papers as well as a major producer of
wood products, generating sales of $4.8 billion in 2003. With
16,000 employees, excluding Pan Asia Paper Co. Pte Ltd. (PanAsia),
the Company does business in more than 70 countries. Responsible
for the forest management of 18 million hectares, Abitibi-
Consolidated is committed to the sustainability of the natural
resources in its care. The Company is also the world's largest
recycler of newspapers and magazines, serving 17 metropolitan
areas with more than 11,200 Paper Retriever(R) collection points
and 14 recycling centers in Canada, the United States and the
United Kingdom. Abitibi-Consolidated operates 27 paper mills, 21
sawmills, 4 remanufacturing facilities and 1 engineered wood
facility in Canada, the U.S., the UK, South Korea, China and
Thailand.


ADELPHIA BUSINESS: Seeks Clearance for Allegheny Settlement Pact
----------------------------------------------------------------
On August 13, 1999, Adelphia Business Solutions Long Haul,
L.P. and Allegheny Communications Connect, Inc., entered into a
fiber optic agreement under which Allegheny licensed to Long Haul
the exclusive indefeasible right of use of certain miles of fiber
along a fiber optic communication system that was to be
constructed by Allegheny.  On November 14, 2003, the ABIZ Debtors
sought the Court's authority to assume the August 13, 1999 fiber
optic agreement, including addenda to the Fiber Optic Agreement,
concerning additional fiber routes to be constructed by Allegheny
under the terms of the Fiber Optic Agreement.

There is no dispute that the Allegheny Agreement is critical to
the Debtors' business or that it should be assumed.  Judy G.Z.
Liu, Esq., at Weil, Gotshal & Manges LLP, in New York, relates
that the only issue remaining to be resolved -- and the only
issue raised by Allegheny in its December 8, 2003 response to the
Assumption Motion -- was the cure amount that the ABIZ Debtors
owed Allegheny in connection with the assumption of the Allegheny
Agreement.  The ABIZ Debtors calculated the cure amount to be
$11,719,689, while Allegheny contended that it should be
$20,180,430.

The core disagreement between the parties centered on the
interpretation of the provisions in certain of the Addenda, and
whether certain pricing issues were capped or open-ended.  An
evidentiary hearing was scheduled with the objective of obtaining
a Court determination of the issues arising in this contested
matter.  The parties agreed to a briefing and discovery schedule.
However, on a parallel track, the parties also commenced good
faith negotiations in an attempt to bridge the gap between their
positions.  After protracted and hard fought negotiations, the
parties finally agreed to resolve their dispute and entered into
a Settlement Agreement.

The salient terms of the Settlement Agreement are:

   (1) The ABIZ Debtors will assume the Allegheny Agreement;

   (2) The ABIZ Debtors and Allegheny agreed to a $14,500,000
       cure amount.  In addition to making the cure payment, the
       ABIZ Debtors will convey to Allegheny rights to certain
       fiber.  The cure payment will resolve all disputes
       concerning interest and penalties allegedly payable to
       Allegheny and damages allegedly payable to the Debtors;

   (3) The ABIZ Debtors have the option to complete certain
       routes within one year after paying the cure payment that
       at the time may not be economically feasible to complete,
       or necessary to the ABIZ Debtors' business.  This
       provides the ABIZ Debtors with the flexibility to
       determine if certain routes continue to fit their
       business model after emergence from Chapter 11;

   (4) Allegheny will release all other claims, including the
       amounts purported to be due Allegheny by Long Haul
       outlined in:

       (a) Allegheny's response to Debtors' Motion to Assume
           filed on December 9, 2003, totaling $20,180,430;

       (b) Allegheny's $29,784,328 Administrative Claim filed on
           November 26, 2003; and

       (c) Allegheny's $16,203,156 Proof of Claim filed on
           April 2, 2003; and

   (5) Allegheny will release any claims against Hanover
       Insurance Company under a performance bond dated July 12,
       2001 issued on behalf of the ABIZ Debtors, and dismiss
       with prejudice an action commenced by Allegheny against
       Hanover in Massachusetts.

Ms. Liu asserts that the terms of the Settlement Agreement are
fair and equitable, and do not fall below the lowest point in the
range of reasonableness.  Approval of the Settlement Agreement is
in the paramount interests of the Debtors' creditors.  Through
the Settlement Agreement, the parties avoided potentially
protracted litigation concerning the highly complex disputes that
have arisen concerning the parties' rights and responsibilities
under the Allegheny Agreement.  By assumption of the Allegheny
Agreement, the Debtors maximize estate resources and enhance the
likelihood of a successful reorganization.  The Settlement
Agreement also provides favorable business resolutions of issues
concerning the Debtors' continued relationship with Allegheny
following the Debtors' emergence from Chapter 11.

Ms. Liu assures the Court that the Settlement Agreement is the
product of good faith, arm's-length, and intense bargaining by
both parties whose experienced counsel agreed to resolve the
dispute in accordance with the terms of the Settlement Agreement.
Furthermore, the cure amount to be paid to assume the Allegheny
Agreement represents a fair settlement given the differences in
the parties' positions and the complexities involved.

Headquartered in Coudersport, Pennsylvania, Adelphia Business
Solutions, Inc. -- http://www.adelphia-abs.com/-- is a leading
provider of facilities-based integrated communications services to
businesses, governmental customers, educational end users and
other communications services providers throughout the United
States. The Company filed for Chapter 11 protection on March March
27, 2002 (Bankr. S.D.N.Y. Case No. 02-11389).  Harvey R. Miller,
Esq., Judy G.Z. Liu, Esq., Weil, Gotshal & Manges LLP represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $ 2,126,334,000
in assets and $1,654,343,000 in debts. (Adelphia Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Court Gives Go-Ahead for Dove Consulting Retention
------------------------------------------------------------------
Pursuant to a June 27, 2002, order authorizing the employment of
ordinary course professionals, Adelphia Communications and its
debtor-affiliates are authorized to pay compensation to each
ordinary course professional employed for services rendered from
the Petition Date through December 31, 2003 up to the lesser of:

   (1) $50,000 per month per Ordinary Course Professional on
       average during the Period;

   (2) $450,000 per month in the aggregate for all ordinary
       course professionals; or

   (c) $250,000 per ordinary course professional in the aggregate
       for the Period.

By notice dated February 20, 2003, the ACOM Debtors employed Dove
Consulting as an ordinary course professional to provide
consulting services.  Dove Consulting is a consulting firm
specializing in organization design and process improvement.

As of December 2003, Dove Consulting's total fees and expenses
exceeded the Aggregate Cap.  The Debtors also anticipate a need
for Dove Consulting's services during the upcoming months.

Consequently, the Debtors' sought and obtained the Court's
authority to employ Dove Consulting as strategic management
consultants pursuant to Sections 327(a) and 328 of the Bankruptcy
Code.

According to Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher, in New York, Dove Consulting has extensive expertise
in management and operations issues affecting the cable
television and telecommunications companies.  Moreover, because
Dove Consulting is assisting the Debtors since February 2003, the
firm developed specialized knowledge of the Debtors' businesses.

Dove Consulting will continue to provide management consulting
services to the Debtors in the Chapter 11 cases, including, but
not limited to, consulting services relating to the analysis of
strategic growth options, current operating models and
organization design, and the development and implementation of
plans for new operating models.

In consideration for its services, Dove Consulting will be
compensated on an hourly basis, plus reimbursement of actual and
necessary expenses incurred.  Dove Consulting's current hourly
rates for consultants range between $125 and $625.

The Debtors disclose that Dove Consulting received $209,222 in
compensation for services rendered and expenses incurred in these
Chapter 11 cases to date and pursuant to the Ordinary Course
Retention Orders.  Additionally, Dove Consulting incurred fees
and expenses totaling $59,863, for which no payment has been
made.

Bob Davis, Managing Director at Dove Consulting, assures the
Court that the firm does not represent adverse to the Debtors and
their estates.  Dove Consulting is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
(Adelphia Bankruptcy News, Issue No. 51; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AGRICORE UNITED: Archer Daniels Agrees to Purchase 1.5M Shares
--------------------------------------------------------------
Archer Daniels Midland Company (NYSE: ADM) announced that its
wholly-owned subsidiary, ADM Agri-Industries Company, has agreed
to purchase 1,520,000 limited voting common shares of Agricore
United (S&P, BB Long-Term Corporate Credit and Senior Secured Debt
Ratings, Negative Outlook) at a price of $9.63 per share on a
private placement basis. The transaction is expected to close on
or around March 1, 2004.

Agricore United will use the proceeds from the private placement
to partially finance its acquisition for cancellation of 1,527,694
limited voting common shares under its previously-announced share
consolidation program.  The purchase of the private placement
shares will be made pursuant to the exercise of Archer Daniels
Midland Company's existing pre-emptive rights.

Before giving effect to the cancellation of shares under the share
consolidation program, ADM Agri-Industries Company beneficially
owned 9,092,547 limited voting common shares of Agricore United
representing approximately 20.06% of Agricore United's outstanding
limited voting common shares.

Following the purchase of shares pursuant to the private placement
and after giving effect to the cancellation of shares under the
share consolidation program, the 1,520,000 limited voting common
shares will represent approximately 3.36% of Agricore United's
outstanding limited voting common shares and ADM Agri-Industries
Company will beneficially own an aggregate of 10,612,547 limited
voting common shares of Agricore United representing approximately
23.42% of Agricore United's outstanding limited voting common
shares.

Archer Daniels Midland Company has no current intention to acquire
additional limited voting common shares or other securities of
Agricore United except pursuant to its existing pre-emptive rights
or pursuant to the conversion rights attaching to debentures of
Agricore United which it owns.


AHOLD: Discloses Term Limits for Corporate Executive Board Members
------------------------------------------------------------------
Ahold announced that as part of Ahold's corporate governance
initiative, term limits have been established for Corporate
Executive Board members.

Theo de Raad will continue to lead the divestment process in South
America and Thailand. Mr. de Raad will step down from the
Executive Board upon his retirement at age 60 on January 7, 2005.

Bill Grize will continue his duties as CEO of Ahold USA, Inc. and
will supervise the organizational integration occurring across
Ahold USA, and the divestiture of BI-LO/Bruno's. Mr Grize will
continue to serve as a member of the Executive Board until the new
organization is fully integrated, and then relinquish his role as
a Board member. This will occur no later than his planned
retirement in April 2006 when he reaches age 60.

Ahold President & CEO Anders Moberg, CFO Hannu Ryopponen, and
Chief Corporate Governance Counsel Peter Wakkie will have term
limits expiring in 2008. Mr. Moberg and Mr. Ryopponen's terms are
subject to renewal. Mr. Wakkie will have reached his retirement
age limit at that time.

Anders Moberg states: "Ahold's implementation of term limits is
one element of our commitment to strengthened corporate
governance. In addition, this series of changes provide for a
well-planned, coordinated leadership transition."

                         *    *    *

As previously reported, Fitch Ratings, the international rating
agency, assigned Netherlands-based food retailer Koninklijke Ahold
NV a Stable Rating Outlook while removing it from Rating Watch
Negative. At the same time, the agency has affirmed Ahold's Senior
Unsecured rating at 'BB-' and its Short-term rating at 'B'.

The Stable Outlook reflects the benefits from the shareholder
approval, granted on Wednesday, for a fully underwritten
EUR3billion rights issue. Ahold however continues to face
financial and operational difficulties which have been reflected
in the Q303 results. Ahold announced in early November its
strategy for reducing debt through its EUR3bn rights issue and
EUR2.5bn of asset disposals as well as improving the trading
performance of its core retail and foodservice businesses. Whilst
the approved rights issue addresses immediate liquidity concerns,
operationally, the news is less positive with Ahold's core Dutch
and US retail operations both suffering from increased
competition, mainly from discounters, resulting in operating
profit margin erosion. Ahold's European flagship operation, the
Albert Heijn supermarket chain in the Netherlands, recently
reported both declining sales and profits, as consumers turn to
discount retailers. In reaction to this, Albert Heijn, has amended
its pricing structure which in turn would suggest that it will be
more challenging in the future to match historic operating margin
levels.


AINSWORTH: Obtains Required Consents to Amend Sr. Note Indentures
-----------------------------------------------------------------
Ainsworth Lumber Co. Ltd. received the required consents from the
holders of its existing 13.875% Senior Secured Notes due July 15,
2007, and from the holders of its existing 12-1/2% Senior Secured
Notes due July 15, 2007, to amend the indentures governing the
Secured Notes, which amendments will eliminate substantially all
of the covenants and certain events of default, and discharge and
release the related security documents.

Ainsworth also announced that it has entered into a purchase
agreement in connection with the Rule 144A private placement of
US$210 million aggregate principal amount of its 63/4% Senior
Notes due March 15, 2014. Ainsworth intends to use the net
proceeds of the offering of the Senior Notes, together with cash
on hand, to pay the consideration under the tender offers and
consent solicitations pertaining to the Secured Notes. The
purchase of Secured Notes under the tender offers is conditional
on the completion of the sale of the Senior Notes.

                      About Ainsworth

Ainsworth Lumber Co. Ltd. has operated as a forest products
company in Western Canada for over 50 years. The company's
facilities 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
facilities 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.

                        *    *    *

As previously reported in the Feb. 19, 2004, issue of the Troubled
Company Reporter, 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.


ALCARO MOTOR SALES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Alcaro Motor Sales, Inc.
        Dba Alcaro Motorsports
        P.O. Box 347
        Bennington, Vermont 05201

Bankruptcy Case No.: 04-10219

Type of Business: The Debtor is an automotive dealer.

Chapter 11 Petition Date: February 17, 2004

Court: District of Vermont (Rutland)

Judge: Colleen A. Brown

Debtor's Counsel: Raymond J. Obuchowski, Esq.
                  Obuchowski & Emens-Butler, P.C.
                  P.O. Box 60
                  Bethel, VT 05032-0060
                  Tel: 802-234-6244
                  Fax: 802-234-6245

Total Assets: $1,450,385

Total Debts:  $2,007,762

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Bank of Bennington                         $217,226

AutoMate Inc.                               $43,876

Textron Financial Corporation               $24,473

American Express                            $22,094

GE Commercial Recreation                    $20,192

Arctic Cat Sales Inc.                       $18,903

Bennington Penny Saver                      $15,000

North Adams Transcript                      $13,000

Preti, Flaherty, Beliveau, Pachios          $10,876
& Haley LLC

Home Depot                                  $10,093

Auto City Inc.                               $5,195

Bond Auto                                    $3,888

WZEC-FM                                      $3,417

Screenvision                                 $2,682

Verizon                                      $2,619

Bell & Howell Financial                      $2,553

Universal Underwriters                       $1,802

AT T                                         $1,535

NaPaul Publishers Inc.                       $1,333

Advance Commercial                           $1,182


ALLIED WASTE: Fitch Gives Stable Outlook to Affirmed Low-B Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed Allied Waste North America's (NYSE: AW)
senior secured credit facility at 'BB', senior secured notes at
'BB-', senior unsecured subordinated notes at 'B', and mandatory
convertible preferred stock at 'B-'. The Rating Outlook is Stable.

AW has improved its capital structure during 2003 through healthy
cash flow generation, divestitures, conversion of preferred stock
to common stock, and equity issuance. AW divested over $300
million in 2003, and cash proceeds boosted cash flow that was
available to reduce debt. In addition, net proceeds from equity
issuance (gross proceeds were $445 million) were used to bring
down debt. Including repayment of $225 million and $94 million
made in January 2004, total debt fell more than $950 million over
the past year, despite slight declines in revenues and margins
amid a difficult operating environment.

Margins have been declining over the past several years due to
economic conditions and rising costs in the area of insurance,
labor, and maintenance. However, if volumes increase with an
economic recovery and if industry pricing flexibility improves,
the trend may reverse. Fitch expects commercial volumes to start
building up as economic conditions improve, which should also
contribute to stronger pricing. With the major consolidation and
divestiture phases behind, growth will be derived organically.
Further, profitability could also be impacted by improvement of
its existing operations through efforts to improve pricing,
productivity, accident frequency, and cost containment.
Improvement in any of these areas would be additive to AW's
margins.

In 2004, Fitch does not anticipate any large net
acquisition/divestiture activity, and free cash flow of $300-$350
million is expected to be roughly flat. Capital expenditures in
2004 are expected to meaningfully increase from 2003 to $585
million, a 19% increase, limiting free cash flow expansion and
deferring the acceleration of de-leveraging. Offsetting increased
capex to a degree will be a decline in interest expenses. However,
Fitch expects the company to continue to generate good free cash
flow and to focus on debt reduction over the medium term.

The company has also improved its maturity schedule and interest
costs through a number of refinancing activities. During 2003, AW
refinanced a portion of its 10% senior unsecured sub notes due
2009 with $250 million of secured term loan due 2010 and with $350
million of 6.5% senior secured notes due 2010. With all other
capital structure management initiatives including interest rate
swaps, term loan repricing and debt reduction, total annual
savings are expected to be as much as $100 million in 2004 over
2003 figures. Also, the conversion of Series A convertible
preferred stock has eliminated $90 million in annual dividends
that would have started in July 2004. Additionally, in January
2004, the company issued $400 million of 5.75% senior notes due
2011 and $425 million of 6.125% senior notes due 2014 to redeem
$825 million of 7.875% senior notes due 2009. AW also extended its
revolver maturity by three years. As a result of these
refinancings, AW reduced near-to-medium term maturities to a more
manageable $1 billion from over $3 billion. AW clearly
demonstrated its access to capital markets with its transactions
in 2003 and strong pricing of its January 2004 issuance. Fitch
expects the company could take advantage of attractive market
conditions to further seek refinancing opportunities, and improve
its maturity and interest costs.

Debt/EBITDA in 2003 was 5.2 times, EBITDA/interest coverage was
2.3x, and fixed charge coverage was 1.5x. Fitch expects leverage
to be under 5.0x and interest coverage to be better than 2.5x in
2004 with ongoing pricing initiatives, operational improvements,
debt reduction and refinancing activities.


AMERICA WEST AIRLINES: Bear Stearns Reports 6.03% Equity Stake
--------------------------------------------------------------
Bear Stearns Asset Management Inc. beneficially owns 2,088,610
shares of the common stock of American West Airlines.  Bear
Stearns Asset Management holds sole voting power over 2,057,058
such shares, shared voting power over 31,552 shares and sole
dispositive power over the entire 2,088,610 shares.  2,088,610
shares represents 6.03% of the total outstanding common stock of
America West Airlines.

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

                        *     *    *

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


ANALYTICAL SURVEYS: Names Livingston Kosberg as Interim CEO
-----------------------------------------------------------
Analytical Surveys, Inc. (ASI) (Nasdaq: ANLT), a leading provider
of utility-industry data collection, creation and management
services for the geographic information systems (GIS) markets,
announced that the Board of Directors has appointed Mr. Livingston
Kosberg as interim Chief Executive Officer in addition to his
responsibilities as Chairman.

Mr. Kosberg brings a wealth of business experience to the role,
including a successful career as Chairman and CEO of US Physical
Therapy, one of the nation's premier providers of outpatient and
occupational health clinics, which operate in 35 states. Mr.
Kosberg is also a member of the Board of Affiliated Computer
Services, a provider of a full range of IT services including
business process and technology outsourcing. Mr. Kosberg is a
nominee of ASI's convertible debenture holder, Tonga Partners, LP,
and has been Chairman of ASI's Board since May 1, 2002.

"Our challenge at ASI will be to successfully choose the best
strategic path that provides the greatest return for all of our
stakeholders," said Mr. Kosberg. "Our Company has weathered a
technology downturn and simultaneously defended itself from a
series of actions by shareholders, regulators and former business
owners following the Company's 1999 financial restatements. We are
now clear of these obstacles, and I look forward to the
opportunities available to ASI, and to challenging the management
to successfully expand within the data maintenance services
sector."

Mr. Kosberg replaces Norm Rokosh, who directed ASI's turnaround
and restructuring efforts subsequent to the 1999 restatement. As
previously reported, Mr. Rokosh, who has been commuting between
San Antonio and his home in Indiana, will depart the Company at
the end of February for personal and family reasons.

Analytical Surveys Inc. (ASI) provides technology-enabled
solutions and expert services for geospatial data management,
including data capture and conversion, planning, implementation,
distribution strategies and maintenance services. Through its
affiliates, ASI has played a leading role in the geospatial
industry for more than 40 years. The Company is dedicated to
providing utilities and government with responsive, proactive
solutions that maximize the value of information and technology
assets. ASI is headquartered in San Antonio, Texas and maintains
operations in Waukesha, Wisconsin. For more information, visit:

                   http://www.anlt.com/

                      *     *    *

As reported in Troubled Company Reporter's January 8, 2004
edition, Analytical Surveys, Inc. said that its financial
statements issued on December 29, 2003, contained a going-concern
qualification from its auditors relating to the Company's fiscal
2003 financial statements.

The Company's independent auditor, KPMG, LLP, issued such a
going-concern qualification on the financial statements of the
Company for each fiscal year since the fiscal 2000 results were
reported on January 17, 2001. The going-concern qualification was
issued by KPMG based on the significant operating losses reported
in fiscal 2003 and 2002 and a lack of external financing to fund
working capital and debt requirements.

Since fiscal 2000, ASI has replaced the Board of Directors and
senior management team, eliminated all bank debt and recapitalized
the Company with a convertible debenture, and is implementing a
corporate turnaround effort designed to improve operating
efficiencies, reduce and eliminate cash losses and position ASI
for profitable operations.  Additionally, the Company's sales and
marketing team is pursuing market opportunities in both
traditional digital mapping and newly launched data management
initiatives.


ATP OIL: Amends $125 Million Senior Credit Facility
---------------------------------------------------
ATP Oil & Gas Corporation (Nasdaq: ATPG) announced amendment to
its $125 million senior credit facility.

As announced in its quarterly report on Form 10-Q for the period
ended September 30, 2003, the company executed an amendment in
November 2003 to our credit agreement that, among other things,
contemplated a new $15 million Tranche to be secured by our North
Sea oil and gas properties in addition to our U.S. properties. On
December 3, 2003, we executed a second amendment to our credit
agreement, which implemented the $15 million UK Tranche, with a
maturity date of February 16, 2004, implemented a borrowing base
coverage test of 150% commencing February 16, 2004, modified
several of the financial covenants contained in the credit
agreement and added new reporting and compliance covenants and
events of default under the credit agreement. The company incurred
fees of approximately $750,000 in connection with the execution of
the second amendment, half of which were paid on December 3, 2003
with the remainder paid February 16, 2004.

On February 23, 2004 the company finalized the conditions
subsequent to the third amendment to the credit agreement which is
effective as of February 16, 2004. The third amendment extended
the maturity of the UK Tranche to January 31, 2005, reduced the
borrowing base coverage test from 150% of the amounts outstanding
under our credit facility to 125%, extended the measuring date for
such test from February 16, 2004 to April 30, 2004, imposed a new
borrowing base reserve of $14 million at April 30, 2004 and
provided waivers for non- compliance with certain financial
covenants as of December 31, 2003. In order to satisfy this
additional reserve requirement, remain in compliance with its
existing credit facility and meet capital expenditure needs, the
company expects to require approximately $30 million in additional
financing before the end of the first quarter 2004. As
consideration for the execution of the third amendment, the
company issued warrants which we may repurchase under certain
conditions to our lenders to purchase 750,000 shares of our common
stock, exercisable at a price of $6.75 per share.

              About ATP Oil & Gas Corporation

ATP Oil & Gas is a development and production company of natural
gas and oil in the Gulf of Mexico and the North Sea. The company
trades publicly as ATPG on the NASDAQ National Market.


AURORA: Obtains Nod to Make $17.5-Mill. Termination Fee Payment
---------------------------------------------------------------
As part of its restructuring efforts, Aurora Foods entered into a
stock purchase agreement in July 2003.  Under the stock purchase
agreement, J.W. Childs Equity Partners III, L.P. would invest
$200,000,000 in exchange for 65.5% of the Debtors' equity, which
would be effected through a prenegotiated Chapter 11
Reorganization Plan to commence during the second half of 2003.

After entering into the stock purchase agreement, J.W. Childs
engaged in discussions with J.P. Morgan Partners LLC and CDM
Investor Group LLC, which, in turn, engaged in negotiations for
the acquisition of Pinnacle Foods Holding Corporation from Hicks,
Muse, Tate & Furst, Inc.  At the same time, Aurora engaged in
negotiations with the prepetition lenders and the holders of the
publicly traded senior subordinated notes regarding the terms of
the restructuring.

                          The Merger

On August 8, 2003, Pinnacle entered into an agreement and Merger
Plan with Crunch Holding Corp. and Crunch Acquisition Corp., a
wholly owned subsidiary of Crunch Holding, providing for the
merger of Crunch Acquisition with and into Pinnacle after which
Pinnacle would become a wholly owned subsidiary of Crunch.  The
Pinnacle Transaction closed on November 25, 2003.

At various times from July through September 2003, Aurora, J.P.
Morgan, J.W. Childs, the Lenders and the holders of the
Subordinated Notes had discussions and negotiations with respect
to the Original Stock Purchase Agreement and the possibility of
combining Pinnacle and Aurora.

In September 2003, JPMP and J.W. Childs entered into a
transaction agreement pursuant to which they agreed to jointly
invest in both Pinnacle and Aurora, subject to reaching a
definitive agreement with Aurora.  Aurora undertook discussions
with J.W. Childs, JPMP, CDM and an informal committee of holders
of more than 50% of the Subordinated Notes in an attempt to
negotiate the terms of an amended transaction.  The amended
transaction was set to provide for the restructuring of Aurora
and the "Pinnacle-Aurora" Merger, in connection with a consensual
plan of reorganization.

On October 14, 2003, the Company issued a press release
announcing that it revised its previously announced financial
restructuring and had entered into a letter of intent, dated
October 13, 2003, with J.W. Childs, JPMP, CDM, and the
Noteholders Committee.  Under the LOI, the Aurora's previous
agreement with J.W. Childs would be amended to provide for a
comprehensive restructuring transaction in which Aurora and Sea
Coast Foods, Inc., would file for bankruptcy relief and would
then be combined with Pinnacle.

On November 25, 2003, the Aurora entered into an Agreement and
Plan of Reorganization and Merger with Crunch.  Crunch was formed
by J.W. Childs, JPMP, and CDM as the New Equity Investors, for
the purposes of making their respective investments in Pinnacle
and Aurora.  The Merger Agreement contemplates the restructuring
pursuant to the terms of the Plan, which was consensually agreed
to by the Lenders, the New Equity Investors, and the Noteholders
Committee.

Under the terms of the Plan, the Merger Agreement will be
approved, resulting in the payment in full of all creditors'
claims against the Debtors, other than the claims arising from
the Subordinated Notes.  Majority of the holders of the
Subordinated Notes has agreed to the treatment provided in the
Plan.

         The Termination Fee and Expense Reimbursement

Crunch and its professionals expended considerable time, money,
and energy in pursuing the Merger Agreement and engaged in
prolonged, multilateral, good faith, arm's-length negotiations.
Subsequently, the Debtors agreed to pay a termination fee and
expense reimbursement to Crunch.

The Merger Agreement provided that Crunch is entitled to the
Termination Fee, if, at the time of termination of the Agreement:

A. Crunch is not in material breach of any of its obligations
   under the Agreement; and

B. if the Merger Agreement is terminated by:

   (a) Crunch, if the Closing has not occurred by March 31, 2004,
       provided, that Crunch's failure to fulfill any obligation
       under the Merger Agreement will not have been the cause
       of, or will have resulted in, the failure of the Closing
       to occur by the date, and that Aurora  enters into an
       Alternative Agreement in respect of a Superior Proposal
       within six months after the termination;

   (b) Crunch, if Aurora enters into an Alternative Agreement and
       the Alternative Agreement is approved by the Bankruptcy
       Court; or

   (c) Aurora, if the Board of Directors determines in good
       faith, after consulting with outside counsel and financial
       advisors, that entering into an Alternative Agreement with
       regard to a Superior Proposal is necessary to satisfy the
       Board of Directors' fiduciary duties under applicable law.

In the event the Termination Fee becomes payable, the Merger
Agreement provides that the fee must be paid:

   (1) upon consummation of the transaction contemplated
       by the Alternative Agreement; and

   (2) within five business days after the date of termination or
       the later date as the Bankruptcy Court may direct, but in
       no event later than the earlier of the consummation of the
       transaction contemplated by an Alternative Agreement and
       the effective date of a plan of reorganization.

The Merger Agreement further provided that Crunch will be
entitled to a $7,500,000 Expense Reimbursement, if it is entitled
to the Termination Fee.

In the event the Expense Reimbursement becomes payable as a
result of the Termination Fee becoming payable, the reimbursement
will be made:

   (1) upon the consummation of the transaction contemplated by
       the Alternative Agreement and the effective date of a plan
       of reorganization; and

   (2) within five business says after the date of termination or
       the later date as the Bankruptcy Court may direct, but in
       no event later than the earlier of the consummation of
       the transaction contemplated by an Alternative Agreement
       and the effective date of a plan of reorganization for
       Aurora.

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

   (a) pay the Break-Up Payment upon the terms and conditions
       of the Merger Agreement, comprising of:

        (i) $10,000,000 as Termination Fee; and

       (ii) $7,500,000 as Expense Reimbursement, which
            constitutes the reasonable legal, accounting,
            consulting, and other out-of-pocket expenses incurred
            by, or on behalf of Crunch or its affiliates, in
            connection with any of the transactions contemplated
            by the Merger Agreement; and

   (b) determine the Break-Up Payment to constitute an
       administrative expense of the Debtors' estates.

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


BANKUNITED: Closes $100 Million Convertible Senior Debt Offering
----------------------------------------------------------------
BankUnited Financial Corporation (Nasdaq: BKUNA), parent of
BankUnited FSB, announced the closing of the public offering of
$100 million of 3.125% convertible senior notes due 2034 to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended.  The Company has granted the
initial purchasers of the notes the option to purchase, within 13
days issuance, up to an additional $20 million aggregate principal
amount of the notes.

The notes have a seven (7) year non-call provision and will be
convertible into the Company's Class A Common Stock at an initial
conversion rate of 26.2771 shares per $1,000 principal amount of
the notes (equal to an initial conversion price of approximately
$38.06 per share, representing a conversion premium of 42%), under
certain conditions and subject to adjustment in certain
circumstances.  The notes will be convertible only upon occurrence
of certain specified events including, but not limited to, if, at
certain times, the closing sale price of our Class A Common Stock
exceeds 125% of the then current conversion price, or $47.58 per
share.  Upon conversion the company may deliver cash or a
combination of cash and shares of its Class A Common Stock in lieu
of shares of our Class A Common Stock.  In addition, the notes
will pay contingent interest commencing with the six-month period
beginning March 1, 2011 if certain conditions are met.  The
closing sale price for the Company's Class A Common Stock on
February 23, 2004 was $26.80 per share.

BankUnited plans to use the proceeds for general corporate
purposes, which may include expanding BankUnited's operations
through new branches and operations centers, acquiring
BankUnited's debt and equity securities, if available on favorable
terms, redeeming outstanding debt, investing in loans and
mortgage-backed or other securities, possible acquisitions and
funding working capital needs.

                         About BankUnited

BankUnited Financial Corporation is the parent company of
BankUnited FSB, the largest banking institution headquartered in
Florida as measured by assets.  BankUnited had assets of $7.2
billion at December 31, 2003.  Offering a full array of consumer
and commercial banking products and services, BankUnited operates
45 banking offices throughout Miami-Dade, Broward, Palm Beach and
Collier Counties.  BankUnited can be accessed on the Internet at
http://www.buexpress.com/

BankUnited's Class A Common Stock trades on the Nasdaq National
Market under the trading symbol BKUNA.

                      *    *    *

As reported in the Troubled Company Reporter's February 26, 2004
edition, Fitch Ratings has assigned a 'BB+' rating to BankUnited
Financial Corporation's (BKUNA'S) $100 million of senior unsecured
convertible notes due 2034. Fitch says its Rating Outlook is
Stable.

Ratings are based on BKUNA's improving financial performance,
transition of its business model, and enhancement of its balance
sheet structure. The company continues to generate positive
earnings momentum while transitioning its business mix from its
wholesale thrift roots to a commercial bank-like organization. The
company has also taken positive steps in restructuring its balance
sheet, reducing leverage and building the common stock component
of its capital base. At the same time, while BKUNA has made
meaningful progress in improving its diversity, revenues are still
reliant on spread income from residential mortgage origination.


BESS EATON: Files for Bankruptcy Protection in Rhode Island
-----------------------------------------------------------
Bess Eaton has filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Rhode Island.

Tim Hortons (New England), Inc., a subsidiary of Wendy's
International, Inc., announced a conditional agreement to acquire
certain real and personal property assets of Bess Eaton Donut
Flour Co., Inc. and Louis A. Gencarelli, Sr. The assets are
related to up to 48 Bess Eaton coffee and donut restaurants
throughout Rhode Island, Connecticut and Massachusetts.

The agreement and the transaction are subject to the Bankruptcy
Court proceedings, the issuance of orders by the Bankruptcy Court
containing terms acceptable to Tim Hortons (New England), Inc. and
various other closing conditions.

Wendy's International, Inc. is one of the world's largest
restaurant operating and franchising companies with 9,291 total
restaurants at year end 2003 and quality brands -- Wendy's Old
Fashioned Hamburgers, Tim Hortons and Baja Fresh Mexican Grill.
The Company invested in two additional quality brands during 2002
-- Cafe Express and Pasta Pomodoro. More information about the
Company is available at

                 http://www.wendys-invest.com/

Tim Hortons was founded in 1964 by Tim Horton and Ron Joyce and is
the largest coffee and fresh baked goods restaurant chain in
Canada. There are 2,343 Tim Hortons restaurants in Canada and 184
in the U.S. More information about Tim Hortons is available at:

                    http://www.timhortons.com/


BESS EATON DONUT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bess Eaton Donut Flour Company Incorporated
        dba Bess Eaton Coffee and Bake Shop
        dba Bess Eaton Coffee Shop
        79 Tom Harvey Road
        Westerly, Rhode Island 02891

Bankruptcy Case No.: 04-10630

Type of Business: The Debtor is an operator of 48 retail coffee
                  and bake shops in locations throughout Rhode
                  Island, Massachusetts and Connecticut.

Chapter 11 Petition Date: March 1, 2004

Court: District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Allan M. Shine, Esq.
                  Winograd Shine & Zacks
                  123 Dyer Street
                  Providence, RI 02903
                  Tel: 401-273-8300

Total Assets: $9,700,000

Total Debts:  $17,600,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sara Lee                      Trade Debt              $1,925,094
10 Empire Blvd.
Moonachie, NJ 07074

Perkins Paper                 Trade Debt                $409,249
630 John Hancock Road
Taunton, MA 02780

Westerly Hospital             Charitable Pledge         $200,000

AMD                           Trade Debt                $129,367

Lexington Insurance           Trade Debt                $126,114

KPMG, LLP                     Financial Services         $89,600

Granry's Kitchen              Trade Debt                 $89,171

RDW Group                     Trade Debt                 $85,407

Narragansett Electric Company Trade Debt                 $81,542

LRF, Inc.                     Trade Debt                 $79,766

Providence Journal            Trade Debt                 $77,070

Wincup Holdings, Inc.         Trade Debt                 $71,103

New England Gas Company       Trade Debt                 $58,408

Zan Foods                     Trade Debt                 $49,801

Ross Computers                Trade Debt                 $47,433

Waste Management of RI        Trade Debt                 $30,687

The Day Publishing Company    Trade Debt                 $30,222

General Mills                 Trade Debt                 $29,508

J.S.B. Industries             Trade Debt                 $23,914

Tim Buggy                     Trade Debt                 $23,760


BORSIG ENERGY: Caterpillar Inc. to Acquire Turbomach S.A.
---------------------------------------------------------
Caterpillar Inc. (NYSE: CAT) signed a definitive agreement to
acquire Turbomach S.A., a Swiss packager of industrial gas
turbines and related systems.

The transaction is to be executed through the insolvency
administrator of Borsig Energy GmbH i.I., a group company of
Babcock Borsig AG, which holds the shares of Turbomach.

Turbomach's power generation packages currently incorporate gas
turbines manufactured by San Diego-based Solar Turbines
Incorporated, a wholly owned subsidiary of Caterpillar Inc.

"Turbomach has distributed Solar brand turbines and equipment to
the industrial power generation market for almost 20 years," said
Caterpillar Group President Rich Thompson. "This acquisition will
benefit both Caterpillar and its customers by assuring the
continuity of this relationship and enhancing our ability to sell
and support such systems, particularly in the expanding markets of
Europe, Africa and Asia."

Turbomach, based in Riazzino, Switzerland, purchases Solar gas
turbine engines and packages and sells them as integrated systems
into the industrial power generation market, along with providing
aftermarket services and support. Turbomach also develops major
power projects which include site construction, balance of plant
design and installation, and coordination of project financing.

Bob Macier, vice president of Caterpillar Inc. responsible for
Solar Turbines, stated that this acquisition would build on
Solar's ability to provide complete solutions to power generation
customers worldwide. "The team at Turbomach has demonstrated the
entrepreneurial spirit that will be needed to meet the increasing
customer demand for such solutions in these important markets," he
said.

Turbomach operates primary facilities in Riazzino, Switzerland,
with a secondary facility in nearby Mezzovico. Additional sales
and service offices are located throughout Europe, as well as in
Turkey, Thailand, India and Pakistan.

Dr. Helmut Schmitz, the custodian of Babcock Borsig AG and
insolvency administrator of Borsig Energy GmbH, expressed
satisfaction with the result. "In accepting the offer, we are
confident that Caterpillar's commitment will make both the
transaction and Turbomach's business a success. This will be an
important additional step in concluding the insolvency process,"
he said. Babcock Borsig AG filed for insolvency July 5, 2002.

Dr. Georg-Peter Kraenzlin, member of the board of Babcock Borsig
AG and responsible for legal affairs and mergers & acquisitions,
noted "this transaction will successfully maximize creditor value,
while preserving the legacy of Babcock Borsig through its
businesses and people." Babcock Borsig historically has been one
of the world's premier engineering and manufacturing firms in the
areas of power plants, incineration plants, and civil and naval
ships.

Caterpillar intends to purchase the shares of Turbomach S.A. and
the assets of Turbomach GmbH. The entity will continue to operate
as a wholly owned subsidiary of Caterpillar. The transaction is
expected to close by mid- June. Financial terms of the agreement
were not disclosed.

                    About Caterpillar

For more than 75 years, Caterpillar Inc. has been building the
world's infrastructure and, in partnership with its worldwide
dealer network, is driving positive and sustainable change on
every continent. With 2003 sales and revenues of $22.76 billion,
Caterpillar is a technology leader and the world's leading
manufacturer of construction and mining equipment, diesel and
natural gas engines and industrial gas turbines. More information
is available at http://www.cat.com/

               About Solar Turbines

Solar Turbines is a world leader in the design, manufacture and
service of industrial gas turbine engines in its size range. More
than 11,000 Solar gas turbine engines and turbomachinery systems
are used on land and offshore in 90 nations for the production and
transmission of crude oil, petroleum products and natural gas and
for generating electricity and thermal energy for a wide variety
of industrial applications. Solar Turbines is a wholly owned
subsidiary of Caterpillar Inc. More information is available at:

               http://www.solarturbines.com/


CABLETEL COMMS: Selling Distribution Business To Power & Telephone
------------------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), the leading
distributor of broadband equipment to the Canadian television and
telecommunications industries, agreed upon terms for the sale of
the assets of its distribution business to Power & Telephone
Supply Company of Canada, a subsidiary of privately-owned Power &
Telephone Supply Company, an independent worldwide distributor of
material for the telecommunications and cable TV industries,
headquartered in Memphis, Tennessee. The sale, which will include
the current inventory of the distribution business and the
Cabletel name, is subject to a number of customary conditions,
including completion of due diligence, the execution of definitive
documentation and court approval in Ontario. Although no assurance
can be given that the transaction will be consummated, the parties
are seeking to complete the transaction on or before March 12,
2004. The purchase price was not disclosed.

Greg Walling, President and CEO of Cabletel, stated that "We
believe that the proposed sale of Cabletel's distribution
business to Power & Telephone Supply Company of Canada will help
to ensure the continued quality and service Cabletel's customers
and vendors have come to expect. We shall continue to evaluate
the strategic alternatives with respect to Stirling, the
company's manufacturing business, with a view toward enhancing
benefits for our stakeholders."

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

                        *   *   *

As reported in the Feb. 26, 2004, edition of the Troubled Company
Reporter, the Company received confirmation from its senior
secured lender, LaSalle Business Credit, a division of ABN AMRO
Canada N.V., Canadian Branch, that the lender will continue to
forebear from taking any immediate action against the Company
under the rights and remedies afforded to it in the credit
agreement and related documents, on a day-to-day basis while the
Company evaluates and determines what action to take with respect
to bids received for the Company and certain of its assets. The
lender had previously agreed not to take any immediate action as a
result of certain defaults under the Company's credit agreement
with the lender until at least February 20, 2004. The continuing
forebearance is subject to the satisfaction by the Company of
certain conditions, which the Company believes it has satisfied.
No assurance can be given that lender will continue to forebear
from taking any action in the future.


CENTURY CARE: Cowgill & Holmes Serves as Bankruptcy Counsel
-----------------------------------------------------------
Century Care of America, Inc., sought and obtained approval from
the U.S. Bankruptcy Court for the Western District of Texas,
Austin Division, to employ Cowgill & Holmes, PLLC as its
bankruptcy counsel.

J. Craig Cowgill, Esq., will lead the team in this engagement
billing $350 per hour for his services.

Cowgill & Holmes will:

   a) give the Debtor legal advice with respect to the bankruptcy
      proceeding;

   b) prepare on behalf of the Debtor as a Debtor in Possession
      necessary applications, answers, orders, reports and other
      legal papers;

   c) perform all other legal services for the Debtor as a Debtor
      in Possession which may be necessary in the bankruptcy
      proceeding;

Other Cowgill & Holmes professionals charge these hourly billing
rates:

         Position                    Billing Rate
         --------                    ------------
         Associate Attorney          $200 per hour
         Legal Assistant\Law Clerk   $75 per hour

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.


COMM SYNERGY: Upcoming Board Meeting to Address Share Structure
---------------------------------------------------------------
Communication Synergy Technology Inc. (ComSynTech) (Pink
Sheets:CSYT), a business solutions company, will hold a meeting of
its Board of Directors at the beginning of Q2.

The meeting has been called to address the issue of the total
shares outstanding and options for reducing the number of shares
to allow the Company to achieve a fair and reasonable valuation.

Seth Borg, CEO of ComSynTech commented, "The current share
structure of the Company is being examined and options for
reducing the outstanding shares are being considered." He added,
"Our highest priority is creating shareholder value, any strategy
for restructuring the outstanding shares of the Company will be
focused on that priority."

                      About ComSynTech

Communication Synergy Technologies Inc. (ComSynTech) develops and
markets document creation, management and preservation systems for
medicine, industry, finance and government.

The products developed by ComSynTech provide efficiency,
flexibility and improved quality by automating the creation,
capture, management, distribution, archiving, preservation and
retrieval of voice and word documents across multiple markets.

ComSynTech products and development platforms integrate with and
complement existing technologies, accelerating time-to-
implementation.


DELACO COMPANY: Turns to Huron Consulting for Restructuring Advice
------------------------------------------------------------------
The Delaco Company wants the U.S. Bankruptcy Court for the
Southern District of New York to give it authority to retain Huron
Consulting Group LLC as its restructuring consultants.

Huron Consulting is a firm specializing in providing turnaround,
crisis management and restructuring services for public and
private companies, lenders, equity holders and impartial
constituents.

Based on Huron Consulting's extensive experience in turnaround and
crisis management, particularly with respect to companies
exploring or commencing in and out of court restructuring
transactions, the Debtor determined that it is in its best
interests and the best interests of its estate and creditors to
employ the firm as its restructuring consultants.

James M. Lukenda, a Corporate Advisory Services Managing Director
at Huron Consulting, was formerly a partner in Arthur Andersen
LLP's New York firm.  Mr. Lukenda has provided assistance to
clients with troubled debt restructurings, mergers, acquisitions
and dispositions; litigation and claims analysis, fraud
investigations, and other financial consulting and bankruptcy
assignments.

Mr. Lukenda will be available on a full-time basis and will be
focused on all aspects of the Debtor's operational issues. Mr.
Lukenda will act under the direction, control and guidance of the
Board of Directors of Delaco.

Mr. Lukenda, as Chief restructuring Officer, along with the team,
will:

   a) assist with the performance of pre-chapter 11 filing
      preparation for purposes of surfacing necessary
      information to complete required documents for the chapter
      11 filing;

   b) assist the counsel with the preparation of necessary
      information in support of first-day motions for a chapter
      11 filing;

   c) assist with the preparation of creditor lists, the
      statement of financial affairs and schedules of assets and
      liabilities;

   d) support in preparing financial and informational filings
      for the bankruptcy or other courts;

   e) assist in the maintaining listings of creditors and
      claims, reconciling such items and resolving related
      disputes;

   f) assist with insurance claims settlements and action to
      support marshalling of insurance recoveries and other
      assets; and

   g) support the development of the plan of reorganization and
      related disclosure statement.

Huron Consulting will bill the Debtors on an hourly basis at the
rates of:

      Title                 Hourly Rate
      -----                 -----------
      Managing Director     $600 per hour
      Director              $450 per hour
      Manager               $350 per hour
      Associate             $275 per hour
      Analyst               $175 per hour

In addition to the hourly compensation, the Debtor will pay one or
more success fees or bonuses upon receipt of a statement
requesting payment of and certifying entitlement to such success
fees or bonuses as:

  * $75,000 payable upon the completion of documents necessary
    for the Debtor to file for chapter 11 bankruptcy protection;

  * $75,000 payable upon the confirmation of a plan or
    reorganization.

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


DOMAN INDUSTRIES: Wants to Stretch CCAA Stay Until April 5, 2004
----------------------------------------------------------------
Doman Industries Limited submitted an application to the Court
seeking an extension of its stay of proceedings under the
Companies' Creditors Arrangement Act to April 5, 2004. As
announced on February 26, 2004, the extension would permit the
Company to continue its efforts to finalize a restructuring plan
based upon a term sheet submitted to the Court by certain
unsecured noteholders and to allow time for the International
Forest Products Limited proposal to be further developed. The
application will be heard on Tuesday, March 2, 2004.

A copy of the term sheet submitted by the unsecured noteholder
group to Court is available on the Company's Web site --
http://www.domans.com/ -- and on Sedar -- http://www.sedar.com/
-- under the Company's name. A copy of the term sheet submitted by
Interfor is also available on the Company's Web site.

The Company also announces that its counsel received a letter from
Bennett Jones LLP, counsel to certain unsecured noteholders, in
which Bennett Jones states that "significantly more than 50% of
the holders of Doman unsecured bonds, and likely as much as two-
thirds in value of the total" have now reviewed the terms of the
Interfor proposal and find it "wholly unacceptable and would be
opposed (including by way of negative vote pursuant to a CCAA Plan
of Arrangement)".

Also, although the Company is continuing its efforts to identify
an independent restructuring plan for Port Alice, the Company has
been advised by the same unsecured noteholder group that in any
restructuring plan, the Port Alice Mill will be shut down. In the
event that occurs, further application to Court will need to be
made to amend the claims process order issued on February 21,
2003, to include claims for Port Alice.

The unsecured noteholder group have also advised that they will
not support any restructuring plan that provides value to existing
shareholders.

Notwithstanding the foregoing communication from the unsecured
noteholder group, 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.

Market conditions continue to improve for lumber and pulp products
produced by the Company.

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.


DONLAR CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Donlar Corporation
        6502 South Archer Road
        Summit Argo, Illinois 60501

Bankruptcy Case No.: 04-07455

Type of Business: The Debtor is a manufacturer of biodegradable
                  specialty chemicals for the industrial,
                  agricultural and consumer markets.  See
                  http://www.donlar.com/

Chapter 11 Petition Date: February 26, 2004

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Scott R. Clar, Esq.
                  Dannen Crane Heyman & Simon
                  135 South Lasalle Suite 1540
                  Chicago, IL 60603
                  Tel: 312-641-6777

Total Assets: $10,880,022

Total Debts:  $27,371,432

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Duane Morris & Heckscher                   $364,899
One Liberty Place
Philadelphia, PA 19103-7396

Bowne of Chicago                            $94,119

Grant Thornton                              $84,594

Hoyer Odfjell                               $79,400

DSM Chemicals                               $59,524

HRH of Illinois                             $38,464

Illinois Institute of Technology            $18,000

Illinois Power                              $12,914

Blue Cross Blue Shield                      $12,542

Olson & Hierl                               $11,963

American Stock Transfer & Trust              $8,642

BOC Gases                                    $7,612

QCI                                          $5,010

DFDS                                         $4,954

City of Peru                                 $4,732

Automated Data Processing                    $4,000

Lanier Worldwide                             $3,000

Seeler Industries                            $2,209

NCFST                                        $2,000

Fisher Scientific                            $1,811


ENRON: EEPC Unit Seeks Nod for Accroven, et al., Settlement Pact
----------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Enron Equipment Procurement Company asks the Court to:

   (a) approve a Settlement Agreement and Mutual Release it
       entered into with Enron Power Construction Company, Enron
       Equipment Installation Company, Accroven SRL,
       Tecnoconsult Constructor Barcelona, S.A., Moinfra S.A.,
       Tecnoconsult Constructores, S.A. and Consorcio
       Tecnoconsult Constructores - Enron; and

   (b) authorize its entry into a mutual release of all claims,
       obligations and liabilities relating to the construction
       of various gas processing plants and other related
       facilities in Venezuela, referred to as the ACCRO III and
       IV projects.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that on September 1, 1998, EPC, through its affiliates,
EEPC, EPCC, Enron Power Services B.V. and EEIC -- the EPC Parties
-- entered into a Lump Sum Turnkey Construction Contract with
Accroven.  Pursuant to the Turnkey Contract, EPC was to construct
the Projects located in Venezuela for Accroven.  Pursuant to a
Consolidation Agreement, by and among the EPC Parties and
Accroven, dated as of September 1, 1998, the EPC Parties,
including EEPC, became jointly and severally liable for supplying
the labor and materials for the construction of the Projects.

EPCC contracted with Accroven to serve as the contractor for EPC
to construct the Projects.  EEIC and Tecnoconsult formed
Consorcio Tecron as a joint venture to perform some of the
subcontract work for the Projects.

Tecnoconsult and its affiliate, Moinfra, entered into several
agreements with Consorcio Tecron to provide certain services as
subcontractors of Consorcio Tecron in connection with the
Projects.  As a result of providing those services, they assert
that the Enron Parties owe Tecnoconsult $1,382,968 and Moinfra
$397,933.

On February 28, 2002, Ms. Gray reports that Moinfra assigned its
$397,933 account receivable to Tecnoconsult.  On April 2, 2002,
Consorcio Tecron assigned its right in an account receivable
amounting to $2,021,474 to Tecnoconsult Constructores, which
subsequently further assigned the account receivable to
Tecnoconsult.

Currently, Tecnoconsult asserts that it is owed $3,802,375 in
connection with the Projects.  Tecnoconsult alleges that Accroven
is responsible for the amounts owed under Venezuelan law based on
a novation theory.

The Projects were completed on July 9, 2001, by Accroven at its
own expense in accordance with the service agreements between
Accroven and PDVSA, dated August 7, 1998.  Accroven and EPCC, as
the primary contractor for the Projects, were in disagreement as
to certain construction items not yet completed.  On June 12,
2003, Accroven, EPCC, EEPC, and EEIC, entered into a Release,
Indemnity and Settlement Agreement pursuant to which Accroven
agreed to directly pay certain of EPCC's subcontractors, with the
exception of Tecnoconsult and its affiliates as no settlement had
been reached at that time with Tecnoconsult.

Tecnoconsult filed two judicial complaints against Accroven in
Venezuela.  The first lawsuit, for $1,780,901, was filed in May
2002, and is pending before the Tenth Court of the First Instance
for Civil Mercantile and Traffic Matters of the Judicial
Circumscription of the Caracas Metropolitan Area.  The second
suit, for $2,021,474, was filed in July 2003, and is pending
before the Eleventh Court of the First Instance for Civil,
Mercantile and Traffic Matters of the Judicial Circumscription of
the Caracas Metropolitan Area.

According to Ms. Gray, the EPC Parties, Accroven, Tecnoconsult,
Moinfra, Tecnoconsult Constructores and Consorcio Tecron wish to
amicably resolve the issues among them and enter into the
Settlement Agreement.  Pursuant to the Settlement Agreement,
Accroven will pay Tecnoconsult $2,720,000.  Tecnoconsult will
take necessary actions to terminate the May Lawsuit and the July
Lawsuit contemporaneous with the execution of the Settlement
Agreement.

The EPC Parties, Accroven, Tecnoconsult, Moinfra, Tecnoconsult
Constructores, and Consorcio Tecron have also agreed to release
one another as of the date of the execution of the Settlement
Agreement as:

   * Tecnoconsult, Tecnoconsult Constructores, and Moinfra, will
     release EEPC, EPCC, EEIC, and Accroven with regard to any
     obligation or matter related to the construction of the
     Projects;

   * EEPC, EPCC, EEIC, and Accroven will release Tecnoconsult,
     Tecnoconsult Constructores, and Moinfra with regard to any
     obligation or matter related to the construction of the
     Projects;

   * Tecnoconsult Constructores and EEIC, acting in their
     capacities as partners of Consorcio Tecron, and Consorcio
     Tecron will release EEPC, EPCC, and Accroven with regard to
     any obligation or matter related to the construction of the
     Projects;

   * EEPC, EPCC, and Accroven will release Tecnoconsult
     Constructores and EEIC, acting in their capacities as
     partners of Consorcio Tecron, and Consorcio Tecron, with
     regard to any obligation or matter related to the
     construction of the Projects;

   * Tecnoconsult Constructores and EEIC mutually release each
     other with regard to any obligation or matter related to
     the construction of the Projects; and

   * Accroven, on the one hand, and EEPC, EPCC, and EEIC, on the
     other, mutually release each other with regard to any
     obligation or matter related to the construction of the
     Projects.

Given that EEPC has no source of funds to pay the outstanding
amounts to Tecnoconsult, Ms. Gray contends that it is EEPC's best
interest to enter into the Settlement Agreement and obtain
releases of its obligations, if any.  Ms. Gray assures the Court
that the Settlement Agreement is a result of arm's-length
bargaining among the parties. (Enron Bankruptcy News, Issue No.
100; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EVERGREEN RESOURCES: S&P Assigns BB+ Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to natural gas production company Evergreen
Resources Inc. Standard & Poor's also assigned its 'BBB+' rating
and its recovery rating of '1+' to Evergreen's existing $200
million senior secured credit facility maturing in July 2005. The
'BBB+' rating is three notches higher than the corporate credit
rating and the '1+' recovery rating indicates the highest
expectation of full recovery of principal in the event of a
default. Standard & Poor's also assigned its 'BB' rating to
Evergreen's existing $100 million 4.75% senior unsecured
convertible notes maturing in 2021 and its 'BB-' rating to
Evergreen's proposed $200 million senior subordinated notes
maturing in 2012. The outlook on Evergreen is stable.

Colorado-based Evergreen will have $300 million of total debt pro
forma for the subordinated notes offering.

"The ratings on Evergreen reflect a below-average business
profile, largely due to the cyclical and capital-intensive nature
of the petroleum industry, and a moderate financial profile,"
noted Standard & Poor's credit analyst Scott Beicke.

Although Evergreen has a strong production history, a competitive
cost structure, and a financial profile consistent with an
investment-grade rating, it has an overwhelming reliance on the
Raton Basin in southern Colorado, and heavily depends on coal-bed
methane (CBM) production. Although the Raton Basin has performed
well for Evergreen to date, CBM in general is marked by
environmental issues and sustainability uncertainties.

Evergreen is a relatively small, natural gas exploration and
production company focused on North American CBM opportunities.

The stable outlook reflects expectations that Evergreen will
continue to generate healthy production from the Raton Basin and
prudently manage its financial profile. The outlook could be
revised to positive, if excess cash flow is successfully deployed
to reduce asset concentration risk. The establishment of a second
core area, along with sustained operational success in the Raton
Basin, could lead to a higher rating. Furthermore, procuring a
credit facility free from borrowing base constraints would
bode well for Evergreen's credit quality. However, if Evergreen
begins to experience significant operational disappointments,
particularly in the Raton Basin, the company's ratings could be
lowered.


EXIDE TECHNOLOGIES: Files Joint Plan of Reorganization in Delaware
------------------------------------------------------------------
Exide Technologies (OTCBB: EXDTQ), a global leader in stored
electrical energy solutions, has filed a Joint Plan of
Reorganization and Disclosure Statement with the Official
Committee of Unsecured Creditors in the U.S. Bankruptcy Court for
the District of Delaware.

Under the proposed Plan, which is subject to creditor approval and
confirmation by the Bankruptcy Court, the Company's pre-petition
lenders will receive 90% of Exide's newly issued common stock. The
Company's unsecured creditors as a class will receive 10% of the
newly issued common stock and warrants which, if exercised, would
increase their stake to approximately 28% of the newly issued
common stock. Upon the effectiveness of the Plan, Exide would
emerge from Chapter 11 as a publicly-traded company. Existing
common stock will be cancelled and no distribution will be given
to current shareholders.

Upon consummation of the Plan, Exide's debt will be approximately
$540 million, representing a decrease of almost $1.3 billion. As
previously announced, the Company has arranged exit financing with
Deutsche Bank AG New York Branch.

Craig Muhlhauser, Chairman, President and Chief Executive Officer
of Exide Technologies, said, "This Plan is the result of a great
deal of hard work and negotiation with the Committee and our bank
lenders, and I want to thank everyone for their determination to
do what is best for Exide. This is an exciting milestone for
Exide, and I am more confident than ever that upon approval of
this Plan and emergence from Chapter 11, Exide will be an even
more formidable global competitor with a reputation for making our
customers successful."

Copies of the Company's Plan of Reorganization can be accessed at

                 http://www.bmccorp.net/exide/

Additionally, Exide has established a toll-free number to answer
questions regarding the Company's Plan of Reorganization. The
toll-free number is 1-800-821-EXIDE (3943) or 212-515-1962.

                    About Exide Technologies

Exide Technologies, with operations in 89 countries and fiscal
2003 net sales of approximately $2.35 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The Company's three global business groups - transportation,
motive power and network power -- provide a comprehensive range of
stored electrical energy products and services for industrial and
transportation applications.

Transportation markets include original-equipment and aftermarket
automotive, heavy-duty truck, agricultural and marine
applications, and new technologies for hybrid vehicles and 42-volt
automotive applications. Industrial markets include network power
applications such as telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-power
related) and uninterruptible power supply (UPS), and motive-power
applications including lift trucks, mining and other commercial
vehicles.

Further information about Exide and its financial results are
available at http://www.exide.com/


FRESH BRANDS: Records $4.7M Q4 Net Loss & Suspends Cash Dividends
-----------------------------------------------------------------
Fresh Brands, Inc. (Nasdaq:FRSH) announced after-tax charges of up
to $10.5 million, or up to $2.11 per share, approximately half of
which are expected to represent non-cash related charges.
Approximately $6.9 million, or $1.39 per share, of these charges
were recorded in the fourth quarter of 2003. Up to $3.6 million,
or up to $0.72 per share, all of which are related to the closure
of supermarkets, are expected to be recorded in 2004 as and when
the company takes the final steps to close these supermarkets. It
is expected that the majority of these charges will be recorded in
the first half of 2004.

The company also announced its results of operations for 2003 and
its fourth quarter. Largely as a result of the charges, in the
fourth quarter of 2003, the company recorded a net loss of $4.7
million, or $0.96 per share, compared to 2002 fourth quarter net
earnings of $2.8 million, or $0.54 per diluted share. The
company's net loss for 2003 was $0.5 million, or $0.09 per share,
compared to 2002 net earnings of $8.0 million, or $1.54 per
diluted share.

The company's sales in the fourth quarter of 2003 increased $19.3
million, or 13.2%, to $165.5 million, compared to 2002 fourth
quarter sales. Sales for 2003 increased $38.9 million, or 6.3%, to
$658.0 million, compared to 2002 sales.

Comparable store sales for the company's owned and franchised
supermarkets increased 11.9% during the fourth quarter of 2003 and
3.6% during 2003, compared to the same periods of 2002. However,
both 2003 and the fourth quarter of fiscal 2003 had one more week
than 2002 and the fourth quarter of fiscal 2002. Excluding the
effects of the extra week, comparable store sales would have
increased 3.2% in the fourth quarter of 2003 and 1.6% during 2003,
compared to the same periods of 2002.

Net retail sales for the fourth quarter of 2003 increased $16.4
million, or 23.3%, to $86.9 million, compared to net retail sales
in the fourth quarter of 2002. For 2003, net retail sales
increased $25.7 million, or 8.4%, to $330.9 million, compared to
net retail sales in 2002.

Net wholesale sales for the fourth quarter of 2003 increased $2.9
million, or 3.8%, to $78.6 million, compared to net wholesale
sales in the fourth quarter of 2002. For 2003, net wholesale sales
increased $13.2 million, or 4.2%, to $327.1 million, compared to
net wholesale sales in 2002.

The after-tax charges consist of:

-- up to $5.8 million due to the impairment of assets and other
   related closing costs of certain of our supermarkets, the
   majority of which are related to five underperforming corporate
   supermarkets and one underperforming franchised supermarket,
   all of which we will close in 2004;

-- $2 million related to potentially uncollectible franchisee
   receivables;

-- $1.4 million related to the write-off of the entire value of
   certain financial reporting and accounting software that was
   purchased in connection with the company's business systems
   project in 2000, but which the company will not use;

-- $0.6 million associated with a potential underfunding
   assessment of the UFCW Unions and Employers Health Plan, which
   provides benefits to some of the company's union employees;

-- an increase of $0.2 million in the company's reserves for our
   self-funded health insurance plan due to higher than
   anticipated claims; and

-- $0.5 million of professional fees associated primarily with
   these charges, consulting services and the company's executive
   officer searches.

"Last year was a challenging year for our company," said Walter G.
Winding, III, Fresh Brands' independent chairman of the board.
"Faced with our second consecutive year of disappointing financial
results and our prior management's inability to execute our
strategic plan, our board made several difficult but important
decisions, including terminating our chief financial officer and
vice president - retail operations and agreeing to end our
relationship with our chief executive officer. In each case, I am
confident that we made the right decision. Since John Dahly has
returned as our chief financial officer and Louis Stinebaugh was
hired as our executive vice president - operations, our employees
and our franchisees have been reinvigorated. While we have a great
deal of work ahead of us, the changes in our management team will
help our employees and franchisees, who have always been a
strength of our business, do what they do best - operate top-notch
grocery wholesale and retail operations that will reward our long-
term shareholders with excellent performance."

"The charges relate primarily to operational issues that needed to
be resolved for us to be able to improve our financial performance
and condition going forward," said John H. Dahly, Fresh Brands'
chief financial officer. "With these difficult but necessary
decisions behind us, we will be better able to focus our efforts
on placing a greater emphasis on improving the results of our
current operations through a new focus on our in-store value
proposition, emphasizing growth in our wholesale business and
reducing our debt. This was our successful strategy for many years
prior to 2000. I strongly believe that refocusing on successful
implementation of these goals will further reinvigorate our
franchise system, help us better compete in our markets and allow
us to once again generate consistent, reliable cash flows and
earnings, which we believe will ultimately result in significant
benefits to our shareholders in the coming years."

               Suspension of Cash Dividend

The company also announced that its board of directors suspended
indefinitely its quarterly cash dividends. "Our board fully
recognizes the importance of rewarding our shareholders with a
consistent cash dividend," said Winding. "However, in light of the
significant charges, our recent financial performance and our
current financial condition, our board decided it would be in the
best long-term interests of our shareholders to suspend
indefinitely our cash dividend. We will use the approximately $1.8
million of cash saved annually to help further reduce our debt and
enhance our ability to fund potential wholesale growth
opportunities as they may arise. Additionally, based on
discussions with our existing and potential new bank lenders, we
believe that suspending our cash dividend will facilitate our
ability to enter into a new loan agreement providing more
favorable terms to the company. The board strongly believes that
our plans to reduce our debt and focus our resources on our
wholesale operations will result in long-term benefits to the
company and our shareholders."

      Preliminary Terms of Potential New Credit Facility

Fresh Brands also announced that it had recently received a
preliminary term sheet for a potential new, secured three-year,
$40 million revolving credit facility with two area banks. The
potential new credit facility is intended to replace the company's
current unsecured $35 million revolving credit facility that
expires on April 30, 2004 and is intended to provide the company
with sufficient liquidity to fund all of its currently expected
operational and capital needs for 2004. Based on the company's
current debt and expected cash flow, the interest rates to be
initially paid under the new credit facility will be 175 to 200
basis points higher than LIBOR.

"We are encouraged by the proposed preliminary term sheet," said
Dahly. "Our banks have, of course, provided us with this proposed
term sheet with a full understanding of the charges that we
announced today. We believe that their desire to be our business
partner shows that they are confident in our management team and
that we will successfully put our recent financial results behind
us."

The preliminary term sheet is subject to standard terms,
contingencies and conditions. The potential new credit agreement,
which the company hopes to finalize and execute in mid-March, is
expected to contain certain additional affirmative and negative
covenant obligations, including financial covenants and covenants
that restrict the company's ability to repurchase its shares and
pay cash dividends to its shareholders. There can be no assurances
that a credit agreement will be entered into by such date, on the
terms described above or at all. If the potential new credit
agreement is not finalized by the mid-March deadline to file the
company's SEC Form 10-K annual report, then the company may likely
need to delay filing its Form 10-K pending finalization of its new
credit agreement.

         Discussion of Charges and Financial Results

"The charges are the result of several factors," explained Dahly.
"First, due to the difficult economy and intense competition in
many of our markets and our prior management's failure to timely
respond to such competition, several of our corporate and
franchised supermarkets have experienced ongoing and unabating
financial performance problems. As a result, early in 2004, we
decided to close five underperforming corporate supermarkets and
one underperforming franchised supermarket, the financial
performance of which we do not believe we could turn around
without significant additional cost and management distraction.
Although these closures will decrease our annualized sales by
approximately $36 million, our resulting annualized net earnings
should improve by approximately $2 million. The relative impact of
these closures on our reported revenues and net earnings in 2004
will depend upon the actual timing of the closures."

"Second, we further increased our reserve for potentially
uncollectible franchisee receivables due to the continued ongoing
underperformance of certain of our franchised supermarkets," said
Dahly. "However, under Louis Stinebaugh's guidance and leadership,
we have devised, and are in the process of implementing,
aggressive turn-around plans for these supermarkets that we
believe will be successful. As a result, other than the store
closings announced today, we do not currently anticipate closing
any stores in 2004."

"Third, as part of our efforts to reduce our capital expenditures
and other costs, we carefully reviewed all aspects of our $20
million business information systems project to ensure that each
and every expenditure for this project maximizes the return on our
investment," said Dahly. "Unfortunately, we believe that a
substantial investment in the services phase of this project was
made for financial reporting and accounting software that we will
not use because we believe that there likely are less costly
alternatives that provide more effective management and
operational solutions for our business. As a result, we recorded
an impairment charge equal to the amount we invested in this
software."

"Finally, two of our charges relate to health care benefits that
we provide to our employees. First, within the last year, several
major corporate members of the UFCW Unions and Employers Health
Plan, which provides benefits to our Wisconsin retail supermarket
employees, have withdrawn from the plan. This has caused
substantially less income for the plan. We believe that there may
be additional withdrawals from the plan within the next several
months, which would significantly impact the viability of the plan
thus triggering an underfunding or withdrawal assessment," said
Dahly. "Additionally, our self-insured medical plan, which covers
our office and warehouse employees, has incurred a recent
substantial increase in claims. This has led us to conclude that
our current reserves for our annual health costs must be
increased."

The increases in sales during the fourth quarter of 2003 were
primarily due to:

-- increased sales due to the opening of two new market corporate
   and franchised supermarkets, the replacement of five existing
   supermarkets with new, larger and more competitive supermarkets
   and the remodeling and expansion of three corporate and
   franchised supermarkets;

-- the fact that the fourth quarter of 2003 had 13 weeks, whereas
   the fourth quarter of 2002 had only 12 weeks; and

-- the closure of competitive stores in seven of our markets in
   2003.

The increase in the company's sales as a result of these factors
was partially offset by:

-- increasingly intense competition in several of our markets,
   including the opening of four new supermarkets, six new
   supercenters and several new value oriented food and general
   merchandise stores in our markets in 2003;

-- recent trends in customers' purchasing habits, including an
   increasing number of customers limiting their purchases to
   deeply discounted items and by "trading down" their purchases
   by purchasing lower priced items, including our own ValuTimer
   and Everything is $1.00 line of value oriented products; and

-- the closure of one corporate and one franchised supermarket in
   2003.

During the fourth quarter of 2003, the company repurchased
approximately 94,000 shares of its common stock at an aggregate
price of $1.2 million, solely to promote liquidity to shareholders
in its retirement savings plan. As of January 4, 2004, the company
will no longer provide such liquidity support to the retirement
and savings plan. In 2003, the company repurchased a total of
approximately 192,000 shares at an aggregate price of $2.7
million. As of the end of 2003, only approximately $1.1 million of
the company's board-authorized $30.0 million stock repurchase
program remained available for additional stock repurchases. Due
to anticipated credit facility restrictions, the recent results of
the company's operations and its focus on reducing its debt, the
company does not currently anticipate making significant
additional repurchases under its stock repurchase plan during
2004.

Fresh Brands, Inc. is a supermarket retailer and grocery
wholesaler through corporate-owned retail, franchised and
independent supermarkets. The corporate-owned and franchised
retail supermarkets currently operate under the Piggly Wigglyr and
Dick'sr Supermarkets brands. Fresh Brands currently has 73
franchised supermarkets, 29 corporate-owned supermarkets and two
corporate-owned convenience stores, all of which are served by two
distribution centers and a centralized bakery/deli production
facility. Supermarkets are located throughout Wisconsin and
northern Illinois. For more information, please visit the
company's corporate web site at http://www.fresh-brands.com/ or
its consumer sites -- http://www.shopthepig.com/ and
http://www.dickssupermarkets.com/


FRESH FARMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Fresh Farms Market, Inc.
        2333 Nott Street
        Niskayuna, NY 12309-4302

Bankruptcy Case No.: 04-11185

Chapter 11 Petition Date: February 27, 2004

Court: Northern District of New York (Albany)

Debtor's Counsel: Richard L. Weisz, Esq.
                  Three City Square, Third Floor
                  Albany, New York 12207
                  Tel: 518-465-2333

Total Assets: Undetermined

Total Debts:  $1,438,110

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Scott Venture                 Rent                      $110,096

Coca-Cola Company                                        $18,030

Accent Industries                                        $28,200

Randy's Refrigeration                                    $27,000

Crystel Clear Cleaning                                   $26,000

Crescent Creamery Inc.                                   $15,552

Quandt's Food Service                                    $15,158

Scott Venture                 Payment on Fixtures        $11,538

Casa Imports, Inc.                                       $11,493

USA Food Service                                         $11,017

Pepsi Cola                                               $10,646

Hanley Sign Company                                       $8,900

George Weston Bakeries                                    $7,802

Morlock News c/o Hamilton                                 $5,802

Morgan Linen Service                                      $5,713

Decrescente                                               $4,862

Frito-Lay Inc.                                            $4,610

Walter G. Hiney Inc.                                      $3,677

Pioneer Photo Albums, Inc.                                $2,959

Northern Distributing Co.                                 $2,929


GAP INC: S&P Revises Outlook on Low-B Level Ratings to Stable
-------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on specialty
apparel store operator The Gap Inc. to stable from negative. The
outlook change reflects the substantial improvement in operating
performance that the company has made over the past two years and
its cash-rich balance sheet. Ratings on the company, including the
'BB+' corporate credit rating, were affirmed.

"The ratings on San Francisco, California-based The Gap reflect
management's challenge to improve the business fundamentals of its
three brands in an industry that will continue to experience
intense competition," said Standard & Poor's credit analyst Diane
Shand. "These factors are offset, in part, by the company's strong
business position in casual apparel, geographic diversity, and
strong cash flow."

Management's initiatives to improve product quality and
assortment, store execution, and inventory management, as well as
the rationalization of its store base, have resulted in
significantly improved operating performance. Gap's operating
margin rose to 22.0% in 2003, up from a low of 14% in 2000.
Standard & Poor's believes that the company has the opportunity to
further improve operating performance over the next few years
through greater sales of merchandise at full price and cost
leverage. Nevertheless, intense competition and the inherent
fashion risk of the industry may make progress uneven.


GLOBIX CORP: Completes $40 Million Senior Debt Purchase
-------------------------------------------------------
Globix Corporation (OTCBB:GBXX), a leading provider of managed
Internet applications and infrastructure services, had received
the tender of $97,956,711 in principal amount of its 11% Senior
Notes due 2008.

Under the terms of the offer, Globix will purchase $40,274,000 of
the tendered, outstanding Notes for cash at par plus accrued
interest. This offer is being funded with a portion of the net
proceeds from the sale of its property located at 415 Greenwich
Street in New York, New York which closed on January 22, 2004. In
that the value of tendered bonds exceeded the offer to purchase,
the purchase will be conducted on a pro-rata basis. Replacement
notes will be issued to tendering noteholders for the balance of
their unpurchased notes, where necessary.

The offer expired at 10:00 a.m., New York City time, on February
25, 2004. Payment for tendered Notes will be made in same-day
funds on March 3, 2004.

"With the sale of Greenwich Street and now the nearly 40%
reduction in our long-term debt, we can turn all of our energies
back to accelerating and sustaining the Company's growth, while
continuing to streamline its operations," said Pete Stevenson,
Globix's CEO.

                     About Globix

Globix -- http://www.globix.com-- is a leading provider of
managed Internet applications and infrastructure services for
enterprises. Globix delivers and supports mission-critical
applications and services via its secure Data Centers, high-
performance global Tier 1 IP backbone, and content delivery
network. Through Aptegrity, its managed services group, Globix
provides remote management of custom and off-the-shelf web-based
applications on any server, anywhere, at any time. By managing
such complex e-commerce, database, content management and customer
relationship management software for its clients, Globix helps
them to protect Internet revenue streams, reduce technology
operating costs and operating risk, and improve user satisfaction.
Globix's clients are companies which use the Internet as a way to
provide business benefits and sustain a competitive advantage in
their markets. Our clients include operating divisions of Fortune
100 companies as well as mid-sized enterprises in a number of
vertical markets including health care, media and publishing,
technology and financial services. Globix and its subsidiaries
have operations in New York, London, Santa Clara and Atlanta.

                     *    *    *

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Globix Corporation reports:

              Liquidity and Capital Resources

"As of December 31, 2003 the Company had cash and cash equivalents
of approximately $9.4 million compared to approximately $24.5
million on September 30, 2003. The decrease of approximately $15.1
million is mainly attributable to operating activities, investing
activities and financing activities. Since December 31, 2003, the
Company has completed the sale of its Property for approximately
$48.5 million in net proceeds, of which approximately $44 million
is expected to be used to purchase a portion of our 11% Senior
Notes and the remainder is expected to be used for working
capital.

Operating activities:

"Net cash used in operating activities during the three month
period ended December 31, 2003 was approximately $3 million. This
was attributable mainly to the net loss of $23.3 million and a
non-cash gain on debt discharge of $1.7 million resulting from the
repurchase of portion of our 11% Senior Notes, offset by non-cash
depreciation and amortization expenses of $3.4 million and a non-
cash impairment charge of $17.3 million resulting from a write-
down of the Property to its fair market value less cost for sale.
Changes in assets and liabilities resulted in an increase to
operating cash-flow of approximately $1.1 million.

Investing activities:

"Net cash used in investing activities during the three month
period ended December 31, 2003 was $6.3 million. Approximately
$2.3 million was used for the acquisition of Aptegrity, $3.6
million, net resulted from changes in our investments and
securities and $438 thousand was used for capital expenditures.

Financing activities:

"Net cash used in financing activities during the three month
period ended December 31, 2003 was $6.3 million. Approximately
$5.6 million of the cash used in financing activities was
attributed to the repurchase of a portion of our 11% Senior Notes
in the open market. The remaining $0.7 million were used for
payment and settlement of certain contractual obligations.

"We historically have experienced negative cash flows from
operations and have incurred net losses. Our ability to generate
positive cash flows from operations and achieve profitability is
dependent upon our ability to grow our revenue and achieve further
operating efficiencies while reducing our outstanding indebtedness
and other fixed obligations. We are dependent upon our cash on
hand and cash generated from operations to support our capital
requirements. Our management believes that we are positioned to
maintain sufficient cash flows from operations to meet our
operating, capital and debt service requirements for at least the
next 12 months. There can be no assurance, however, that we will
be successful in executing our business plan, achieving
profitability, or in attracting new customers or maintaining our
existing customer base. Moreover, we have continued to experience
significant decreases in revenue and low levels of new customer
additions in the period following our restructuring. In the
future, we may make acquisitions or repurchase indebtedness of our
company which, in turn, may adversely affect our liquidity."


GSR MORTGAGE: Fitch Rates Series 2004-3F Class B4 Rating at BB
--------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust Series 2004-3F $491.8 million
residential mortgage pass-through certificates, classes IA-1,
IIA-1 through IIA-12, IIIA-1 through IIIA-8, A-P, and A-X
certificates 'AAA'. In addition, class B1 ($4.6 million) is rated
'AA', class B2 ($2.8 million) is rated 'A', class B3
($1.8 million) is rated 'BBB', and the privately offered class
B4 ($1.3 million) is rated 'BB'.

The 'AAA' rating on the senior certificates reflects the 3.00%
subordination provided by the 1.50% class B1, the 0.55% class B2,
the 0.35% class B3 and the 0.60% privately offered classes B4, B5
and B6 certificates. Classes B1, B2, B3, B4, are rated 'AA', 'A',
'BBB', and 'BB' based on their respective subordination only.
Classes B5 and B6 are not rated by Fitch. The ratings also reflect
the quality of the underlying collateral, the capabilities of
National City Mortgage Co.(rated 'RPS3+' by Fitch), Countrywide
Home Loans Inc.(rated 'RPS1' by Fitch), Washington Mutual Bank, FA
(rated 'RPS2' by Fitch), and Fifth Third Mortgage Company as
servicers, Chase Manhattan Mortgage Corporation (rated 'RMS1-' by
Fitch) as master serivcer, and Fitch's confidence in the integrity
of the legal and financial structure of the transaction.

The mortgage loans are divided into three separate mortgage Loan
Groups. Each Loan Group's Senior Certificates will receive
interest and/or principal from its respective mortgage loan group.
In certain very limited circumstances relating to a pool
experiencing either rapid prepayments or disproportionately high
realized losses, principal and interest collected from the other
pools may be applied to pay principal or interest, or both, to the
senior certificates of the pool experiencing such conditions. The
subordinate certificates will be cross-collateralized and will
receive interest and/or principal from available funds collected
in the aggregate from all mortgage pools.

As of the cut-off date February 1, 2004 the mortgage pool consists
of 30 year fixed-rate mortgage loans with an approximate balance
of $507,011,817. The mortgage loans were originated by National
City Mortgage Co. (6.27%), Washington Mutual Bank FA(27.60%),
Countrywide Home Loans Inc. (30.97%), and Fifth Third Mortgage
Company (35.16%). The mortgage pool has an average unpaid
principal balance of $508,537 and a weighted average credit score
of 730. The pool has approximately 60.1% and 7.5%, with credit
scores above or equal to 720 and below 660, respectively. The
weighted average loan to value ratio at origination was 68.90%.
The three states with the highest loan concentrations are:
California (46.6%), Ohio (11.9%) and Michigan (7.0%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws. For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation'.

Goldman Sachs Mortgage Company deposited the loans in the trust,
which issued the certificates, representing undivided and
beneficial ownership in the trust. For federal income tax
purposes, the trustee will cause multiple REMIC elections to be
made for the trust. JPMorgan Chase Bank will serve as the master
servicer/securities administrator and Wachovia Bank N.A will serve
as the trustee.


GUILFORD MILLS: Cerberus to Acquire Company in a Cash Tender Offer
------------------------------------------------------------------
Guilford Mills, Inc. (OTC Bulletin Board: GMIL) has entered into a
definitive agreement for an affiliate of Cerberus Capital
Management, an investment firm based in New York, to acquire
Guilford Mills in a cash tender offer.

The terms of the agreement provide that Cerberus will commence a
tender offer to pay $19.00 per share in cash to all holders of
shares outstanding for a total equity value of $107 million. The
tender offer, which is not subject to a financing condition, is
expected to commence within the next five business days and will
remain open for at least twenty business days following the
commencement of the offer.

The Board of Directors of Guilford Mills has approved the
transaction. Consummation of the tender offer is conditioned upon
matters customary in similar transactions. The parties expect the
tender offer to be completed in the second calendar quarter of
2004. Following the completion of the tender offer, an affiliate
of Cerberus will merge with and into Guilford Mills, with any
shares not tendered to Cerberus being converted into the right to
receive $19.00 per share in cash.

Stockholders holding, in the aggregate, approximately 48% of the
outstanding shares of Guilford Mills have agreed, subject to
certain conditions, to tender their shares to Cerberus in the
tender offer.

Goldman Sachs & Co. acted as exclusive financial advisor to
Guilford Mills, and Rothschild Inc. acted as exclusive financial
advisor to Cerberus. Weil, Gotshal & Manges LLP served as outside
counsel to Guilford Mills, and Schulte Roth & Zabel LLP served as
outside counsel to Cerberus.

The proposed transaction comes less than eighteen months after
Guilford Mills' emergence from bankruptcy.

Cerberus stated it was very excited to be able to acquire a global
industry leader in automotive fabrics. Cerberus is looking forward
to working with the current management team to create
opportunities for future growth.

"I'm very excited to see Guilford placed in the hands of people
who share our vision for building this company," said John A.
Emrich, the Company's President and Chief Executive Officer. "They
believe in this company and our operations, and they fully support
our plans for growth."

Emrich said, "It took exceptional effort from many people to get
us to this point. Much credit goes to our current stockholders,
who demonstrated their confidence in our team and our direction,
our customers, our suppliers, and our 2,600 associates, who
performed incredibly well in a very challenging business
environment."

Guilford Mills is a global designer and manufacturer of engineered
fabrics for automotive, technical and apparel applications,
serving a diversified customer base.

Cerberus Capital Management, L.P. and its affiliated entities
manage funds and accounts with capital in excess of $12 billion.

The tender offer for the outstanding shares of Guilford Mills has
not yet commenced.


HAYES: HLI Trust Sues to Recover Preferences from 38 Creditors
--------------------------------------------------------------
Within 90 days before the Petition Date, one or more of the
Hayes Lemmerz Debtors made one or more transfers by check, wire
transfer, or their equivalent, to these creditors:

     Creditor                               Amount
     --------                               ------
     Atlas Technologies, Inc.              $310,603
     Applied Industrial Technologies, Inc.  363,580
     AMG Technologies, Inc.                 551,832
     Anchor Sales and Service Co., Inc.      71,701
     Asahi Tec Corporation                   54,841
     B.N.R. Machine Shop, Inc.              173,588
     Bauer Sheet Metal & Fabricating, Inc.  139,390
     Beaver Valley Heat Treating, Inc.       84,487
     Berg Tool, Inc.                         94,015
     Boeve Oil Company                       58,081
     Borden Chemical, Inc.                   32,328
     Borneman Industrial Supply Corp.        71,850
     Brillion Iron Works, Inc.              281,020
     C.E.D., Inc.                            55,402
     Cadillac Fabrication, Inc.              57,809
     Cambelt International Corp.            104,659
     Camden Casting Center, Inc.            239,538
     Certicoat Corp.                        144,079
     Chem Arrow Corp.                        51,459
     Coenergy Trading Company               428,738
     Commercial Alloys Corp.                429,736
     Concord Precision, Inc.                 57,031
     Cooper Engineered Products             625,025
     Craft-Tech Enterprises, Inc.            58,860
     Cummins Lumber Mill, Inc.               53,093
     Debal Industrial Contractors, Inc.     176,875
     Export Corporation                     286,386
     Grand Aire, Inc.                        75,772
     Gold Coast Refractory Service           77,309
     General Bearing Corporation            122,964
     Huron Hydraulics, Inc.                  61,448
     Industrial Powder Coatings, Inc.       110,016
     Material Handling Supply, Inc           69,164
     Petrolink USA, Inc.                     52,158
     Rapid Industries, Inc.                  57,028
     Robertson Instrument Company, Inc.      57,250
     Special Electric Company, Inc.         100,208
     The Crown Group, Inc.                   55,945

At the time of the Transfers, these creditors had a right to
payment on account of an obligation owed to them by one of the
Debtors.  Linda Richenderfer, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, however, points out that the Debtors were
insolvent during this period.

The Transfers enabled the creditors to receive more on account of
their debt than they would receive if:

   (a) the Debtors' cases were cases under Chapter 7 of the
       Bankruptcy Code;

   (b) the Transfers had not been made; and

   (c) the creditors received payment of the debts to the extent
       provided by the Bankruptcy Code provisions.

Ms. Richenderfer argues that the Transfers are avoidable pursuant
to Section 547(b) of the Bankruptcy Code.

Thus, the HLI Creditor Trust asks the Court to declare that the
Transfers are avoidable.  Moreover, the Trust wants the Court to
direct the creditors to immediately pay the Debtors' estates the
preferential amounts, and award the Trust pre-judgment and post-
judgment interests, plus litigation cost.

                         Export Responds

David M. Fournier, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, relates that before the Petition Date, Export
Corporation was a warehouseman to the Debtors, providing services
for a number of years.  Export stored a large quantity of the
Debtors' products and had an integrated just-in-time system for
delivery of the product to the Debtors' customers.  The Debtors'
quality and delivery ratings with their customers were directly
related to and dependent on Export's performance.  Any delays in
delivery or performance by Export would negatively impact the
Debtors' quality and delivery ratings with their customers.  The
Debtors' ability to secure postpetition work with their customers
was likewise dependent on Export's uninterrupted services.

Mr. Fournier points out that in a "Necessity of Payment" request
filed by the Debtors, which the Court approved on December 6,
2001, the Debtors sought "to pay certain warehousing charges
relating to warehouses supporting their distribution systems."
The Debtors also describe the disgorgement of prepetition
payments under specifically detailed circumstances:

   "The Debtors request that any payment made to a third party
   on account of the prepetition claims discussed herein be
   subject to disgorgement in the event that such third party
   does not continue to provide services to the Debtors during
   the pendency of these chapter 11 cases on the same terms as
   existed prior to the Petition Date."

Mr. Fournier relates that the third-party warehousemen that
accepted payments pursuant to the December 6th Order agreed "to
the uninterrupted provision of services on credit terms that
existed immediately before the Petition Date."  No party objected
to, or appealed the entry of the December 6th Order.  Export, in
particular, continued to provide services to the Debtors
postpetition, on the good faith belief and understanding that the
Debtors' request was intended to ensure that the critical
warehousemen would be fully paid of all prepetition amounts owed.

Mr. Fournier points out that Export was never notified that it
would be subjected to disgorgement of payments made during the
preference period -- payments which, but for their payment before
the Petition Date, would have been paid under the December 6th
Order -- despite its agreement to provide postpetition services
to the Debtors on prepetition terms.  If Export knew that it
would be subject to preferential claims for the same period of
time for which it was receiving payments under the December 6th
Order, it would not have agreed to provide postpetition services,
Mr. Fournier says.

Mr. Fournier argues that a court may dismiss a complaint for
failure to state a claim only if it is clear that no relief could
be granted under any set of facts that could be proved consistent
with the allegations.  In the Debtors' case, the Court already
determined that Export was a critical warehouseman entitled to
receive full payment of all prepetition amounts in exchange for
its agreement to service the Debtors postpetition on the same
prepetition terms.  The Debtors paid Export, and Export continued
to provide services as required pursuant to the December 6th
Order.  Consequently, Export was entitled to full payment of all
amounts that were due for prepetition services, whether they were
outstanding on the Petition Date or not.

"The HLI Creditors Trust is bound by the statements of the
Debtors in the Necessity of Payment request.  The Trust is also
barred by the doctrine of judicial estoppel from denying that
Export was a critical warehouseman," Mr. Fournier says.

The postpetition payment of the prepetition obligations owed to
warehousemen like Export was essential to the Debtors' ongoing
business operations and restructuring efforts.  Export received a
"critical warehouseman" payment from the Debtors in satisfaction
of its prepetition claims.  A hypothetical Chapter 7 trustee
would also have had to treat Export as a critical warehouseman
and satisfy the prepetition obligations of Export, if, for no
other reason, than to assure an orderly liquidation of the
Debtors' assets, Mr. Fournier maintains.  Since the Trust's
complaint does not satisfy Section 547(b)(5)(A) of the Bankruptcy
Code, Export asks the Court to dismiss the complaint in its
entirety. (Hayes Lemmerz Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HOLLINGER INT'L: Pays Rights Dividend to Common Stockholders
------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) said that, following the
announcement of the Delaware Chancery Court's approval of the
Company's shareholders rights plan, the Company paid a dividend
consisting of rights issued under the plan to all holders of
record of Hollinger International common stock as of Feb 5, 2004.

   Details of the Shareholder Rights Plan:

As previously announced in the release issued by the Company on
January 26, 2004, in connection with the rights plan, the
Corporate Review Committee declared a dividend of one preferred
share purchase right for each share of Class A Common Stock and
Class B Common Stock held of record at the
close of business on February 5, 2004.  Each Right, if and when
exercisable, entitles its holder to purchase from the Company one
one-thousandth of a share of a new series of preferred stock at an
exercise price of $50.

The Rights will separate from the Class A Common Stock and Class B
Common Stock and become exercisable only if a person or group
beneficially acquires, directly or indirectly, 20% or more of the
outstanding shareholder voting power of the Company without the
approval of the Company's directors, or if a person or group
announces a tender offer which if consummated would result in
such person or group beneficially owning 20% or more of such
voting power. The directors of the Company may redeem the Rights
at $0.001 per Right at any time prior to the separation of the
Rights from the Class A Common Stock and Class B Common Stock.

The rights agreement makes clear that the tender offer  announced
by Press Holdings International Ltd for shares of Hollinger Inc.
have not yet caused the Rights to separate.  At any time prior to
the closing of the share purchase contemplated by that offer, the
Corporate Review Committee can determine a separation date and can
also redeem the Rights.

Under most circumstances involving an acquisition by a person or
group of 20% or more of the shareholder voting power of the
Company, each Right will entitle its holder (other than such
person or group), in lieu of purchasing preferred stock, to
purchase 10 shares of Class A Common Stock of the Company (or
other common stock equivalents) at a 50% discount.  In addition,
in the event of certain business combinations following such an
acquisition, each Right will entitle its holder to purchase the
common stock of an acquiror of the Company at a 50% discount.

Conrad M. Black and each of his controlled affiliates, including
Hollinger Inc., are considered "exempt shareholders" under the
Plan, meaning that, so long as Mr. Black and his affiliates do not
collectively own more of the shares of Class A and Class B Common
Stock owned by them as of January 25, 2004 (which represent in the
aggregate approximately 73% of the voting power of the Company)
directly or indirectly, the Rights will not separate as a result
of such ownership.  This exemption would not apply to any person
or group to whom Mr. Black or one of his affiliates transfers
ownership, whether directly or indirectly, of any of the Company's
shares.  Consequently, the Rights may become exercisable if Mr.
Black transfers sufficient voting power to an unaffiliated third
party through a sale of interests in the Company, Hollinger Inc.,
Ravelston Management Inc. or another affiliate, including pursuant
to the tender offer for Hollinger Inc. shares announced by the
Barclays.

The agreement governing the rights plan provides that on or before
January 25, 2005, the Special Committee (or any other committee of
independent directors of the Board who were not the subject of the
report delivered by the Special Committee) will re-evaluate the
plan to determine whether it remains in the best interests of the
Company's shareholders. If determined as necessary, such committee
may recommend amendments to the Board of Directors to the rights
plan, or a redemption of the Rights.

Unless earlier redeemed, exercised or exchanged, the Rights will
expire on January 25, 2014.  The distribution of the Rights will
not be taxable to shareholders.  A summary of the Rights Plan will
be mailed to shareholders. The Company filed a copy of the Rights
Agreement on a Form 8-K on January 28, 2004, which can be accessed
in the Financial Information section of the Company's Web site --
http://www.hollingerinternational.com/

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 shows a
working capital deficit of about $293 million.


HOVNANIAN: Fitch Rates $150 Million Senior Debt Issue at BB+
------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Hovnanian
Enterprises, Inc. (NYSE:HOV) $150 million 6.375% senior notes due
December 15, 2014. The Rating Outlook is Stable. The issue will be
ranked on a pari passu basis with all other senior unsecured debt,
including Hovnanian's revolving and letter of credit facility. A
portion of the net proceeds of this issuance will be used to
redeem Hovnanian's 9 1/8% senior notes due 2009. The balance will
be used for general corporate purposes. The new issue has more
favorable rates and attractive maturity relative to the debt it
will replace.

Ratings for Hovnanian are based on the company's successful
execution of its business model, conservative land policies and
geographic, price point and product line diversity. The company
has been an active consolidator in the homebuilding industry which
has led to above average growth during the past six years, but has
kept debt levels somewhat higher than its peers. Management has
also exhibited an ability to quickly and successfully integrate
its acquisitions. In any case, now that the company has reached
current scale there may be less use of acquisitions going forward
and acquisitions are likely to be smaller relative to Hovnanian's
current size.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry. The ratings also
manifest the company's aggressive, yet controlled growth strategy
and Hovnanian's capitalization and size.

The company's EBITDA and EBIT to interest ratios tend to be
modestly lower than the average public homebuilder, while
inventory turnover tends to be moderately stronger. Hovnanian's
leverage is somewhat higher and debt to EBITDA ratio is similar to
the averages of its peers. Although the company has certainly
benefited from the generally strong housing market of recent
years, a degree of profit enhancement is also attributed to
purchasing design and engineering, access to capital and other
scale economies that have been captured by the large national and
regional public homebuilders in relation to non-public builders.
These economies, the company's presale operating strategy and a
return on equity and assets orientation provide the framework to
soften the margin impact of declining market conditions in
comparison to previous cycles. Hovnanian's ratio of sales value of
backlog to debt during the past few years has ranged between 1.2
times to 1.9x and is currently 1.8x - a comfortable cushion.

Hovnanian employs quite conservative land and construction
strategies. The company typically options or purchases land only
after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate. Hovnanian extensively uses lot options. The use of non-
specific performance rolling options gives the company the ability
to renegotiate price/terms or void the option which limits down
side risk in market downturns and provides the opportunity to hold
land with minimal investment. At present 71% of its lots are
controlled through options - a higher percentage than most public
builders. Total lots, including those owned, were 73,950 at Oct.
31, 2003. This represents a 6.4 year supply based on current
production rates. However, the company has one of the lowest owned
lot positions in the industry, Typically owning only a one to two
year supply. An estimated 85%-90% of its homes are pre-sold. The
balance are homes under construction or homes completed in advance
of a customer's order.

Fitch estimates that in recent years at least half of Hovnanian's
growth has resulted from a series of acquisitions (twelve during
the past six years). The acquisitions have enabled the company to
grow its position and increase market share, often broadening
product and customer bases in existing markets. They have also
enabled the company to enter new markets. The combinations
typically were funded by debt and to a lesser degree by stock. At
times there were earn-outs which reduced risk and served to retain
key management. In the future Hovnanian's acquisition strategy
will focus on purchasing smaller builders and land portfolios in
current markets and on making selected acquisitions in new markets
if there is a good strategic fit and appropriate returns can be
achieved. The key analysis will be return on capital as to whether
an acquisition will be executed. Fitch believes that management
would balance debt and stock as acquisition currency to maintain
current credit ratios. The company is publicly committed to
maintaining an average net debt/equity ratio of 1.0:1.0.

Hovnanian maintains a $590 million revolving and letter of credit
facility, all of which was available at the end of the fourth
quarter. The revolving credit agreement matures in July 2006. The
company has irregularly purchased moderate amounts of its stock in
the past. Share repurchase authorization of 1.1 million shares
remains as of October 31, 2003.


JARDEN CORP: Dixon Extends Exclusivity Agreement to March 12
------------------------------------------------------------
Dixon Ticonderoga Company (Amex: DXT) and Jarden Corporation
(NYSE: JAH) have signed a second extension to the exclusivity
agreement signed on January 9, 2004.  The most recent extension
will allow Jarden until 5:00 p.m. on March 12, 2004, subject to
earlier termination under certain circumstances, to complete its
remaining due diligence evaluation of a potential transaction
among Jarden and Dixon in which Jarden or its affiliate may
acquire specified assets of the Company, and to continue to
negotiate the terms of related definitive documentation.

Jarden Corporation Corporation (S&P, B+ Corporate Credit Rating,
Stable) is a leading provider of niche consumer products used
in and around the home, under well-known brand names including
Ball(R), Bernardin(R), Crawford(R), Diamond(R), FoodSaver(R),
Forster(R), Kerr(R), Lehigh(R) and Leslie-Locke(R).  In North
America, Jarden is the market leader in several consumer
categories, including home canning, home vacuum packaging, kitchen
matches, branded retail plastic cutlery, toothpicks and rope, cord
and twine.  Jarden also manufactures zinc strip and a wide array
of plastic products for third party consumer product and medical
companies, as well as its own businesses.


JB POINDEXTER: Obtains S&P's Low-B Ratings for Credit & Sr. Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit and 'B-' senior unsecured debt ratings to Houston, Texas-
based J.B. Poindexter & Co. Inc.'s $125 million senior unsecured
notes due 2014. Proceeds from the notes issuance will be used to
refinance existing debt issued in a distressed exchange offer in
2003, repay outstanding indebtedness at step-van operation Morgan
Olson, and for general corporate purposes.

The outlook is stable. Total debt (including operating leases) was
about $146 million at the end of 2003, pro forma for the senior
notes offering.

"Rating the senior unsecured notes one notch below the corporate
credit rating reflects our expectations of the amount of priority
claims, including operating leases and assumed modest usage under
the company's new $30 million senior secured revolving credit
facility, relative to total assets," said Standard & Poor's credit
analyst Linli Chee.

The senior notes will be guaranteed by all existing and future
subsidiaries of J.B. Poindexter, including Morgan Olson. As part
of the note offering, John Poindexter, the owner, president, chief
executive officer of the company, will contribute Morgan Olson to
the company. J.B. Poindexter will not pay any money to Mr.
Poindexter but will repay outstanding indebtedness at Morgan Olson
in connection with this note offering. In July 2003, Mr.
Poindexter personally purchased Morgan Olson (certain assets of
Grummon Olson Industries Inc.) for $13.9 million, in connection
with Grummon Olson's bankruptcy filing at the end of 2002.

J.B. Poindexter is a diversified manufacturer of van and truck
bodies, truck accessories, packaging material and precision-
engineered components in North America. The company operates
through three divisions: Morgan (about 55% of 2003 sales and 54%
of EBITDA), Truck Accessories Group (32% of 2003 sales and 39% of
EBITDA), and Specialty Manufacturing Group (13% of 2003 sales and
7% of EBITDA). Upon closing of the notes issuance, the company
will add a fourth segment--Morgan Olson, which generated about $35
million of revenues during the last five months of 2003.

Financial policies are considered aggressive. Execution of the
company's business strategy is largely dependent on Mr.
Poindexter. The lack of management depth while adding a new
division, renewing significant contracts, and turning around the
company is a risk, although new operating management has
demonstrated recent success.

Liquidity is considered weak, given pro forma cash balances of $12
million at Dec. 31, 2003, and an unrated undrawn $30 million
revolving credit facility, but should be adequate to meet the
company's near-term operating needs that include increases in
capital spending.

While the company is expected to continue to further generate
modest amounts of positive cash flow through continued growth,
upside ratings potential is limited by a relatively moderate
revenue base, cyclical businesses, and an aggressive financial
profile.


JP MORGAN: Fitch Upgrades B-Level Series 1997-SPTL-C1 Note Ratings
------------------------------------------------------------------
Fitch Ratings upgrades J.P. Morgan Commercial Mortgage Finance
Corp.'s commercial mortgage pass-through certificates, series
1997-SPTL-C1, as follows:

        --$5.7 million class F to 'AAA' from 'BB+';
        --$2.0 million class G to 'A' from 'B+';
        --$3.0 million class H to 'A-' from 'B'.

Fitch removes classes F and G from Rating Watch Negative.

In addition, Fitch affirms:

        --Interest-only class X at 'AAA'.

Fitch does not rate the $6.2 million class NR certificates.

The upgrades are attributed to the increased subordination levels
due to loan amortization and payoffs and low delinquency rates and
stable performance of the remaining loans.

Class G is experiencing interest shortfalls, due to trust
expenses, special servicing fees, and other non-recoverable
expenses. The shortfall, as well as the accrued interest on the
shortfall, is expected to be repaid in full shortly. Based on the
transaction's waterfall structure, the interest shortfall on class
G will have to be repaid before principal to classes H and NR can
be paid.

As of the February 2004 distribution date, five loans (2.5%) were
delinquent, including three (1.8%) 30 days, one (0.08%) 60 days
and one (0.64%) 90 days delinquent. Two loans (3.25%) are
specially serviced. Cumulative realized losses in the pool totaled
$913,623, or 0.45% of the pool's original principal balance.

The pool's aggregate principal balance has decreased by 92%, to
$17.0 million from $203.1 million at issuance. The certificates
are currently collateralized by 85 adjustable-rate mortgage loans,
ranging from $13,706 to $1.0 million, with the largest loan
representing 6% of the pool. The collateral consists primarily of
multifamily (78%) and office (10%) properties, with significant
concentrations in California (62%), Oregon (13%), 17%), and
Washington (9%).


KAISER: Retirees' Panel Signs-Up FTI Consulting as Fin'l Advisor
----------------------------------------------------------------
FTI Consulting discloses that it has been engaged by Comalco
Aluminum Limited to provide advice with respect to the Kaiser
Aluminum Debtors' bankruptcy proceeding.  Comalco Aluminum, for
its part, has given its consent to FTI to serve as financial
advisors to the Retiree Committee, subject to the condition that
FTI would not be involved in analyzing, reviewing, or advising the
Retiree Committee with respect to any of the Debtors' asset sales.

Comalco Aluminum is a supplier of bauxite, alumina and primary
aluminum to Australia, New Zealand and export markets.  It is a
wholly owned subsidiary of Rio Tinto and provides about 20% of
Australia's total production of bauxite, 8% of its alumina and
24% of its primary aluminum.  It is the world's eighth largest
aluminum company.

In September 2001, Kaiser Alumina Australia Corporation sold 8.3%
of its interest in Queensland Alumina Limited to Comalco Aluminum
for $189,000,000.

Consequently, Judge Fitzgerald authorizes the Retirees Committee
to retain FTI as advisor.  Judge Fitzgerald requires FTI to
maintain and internal "information wall" mechanism to ensure
that:

   (a) no FTI personnel providing services to the Official
       Committee of Retired Salaried Employees will provide
       services to or have access to files relating to FTI's work
       for Comalco Aluminum Limited; and

   (b) no FTI personnel providing services to Comalco Aluminum
       will provide services to or have access to files relating
       to FTI's work for the Retiree Committee.

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)


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.


LENNOX INT'L: Reduced Debt Prompts S&P to Up Credit Rating to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Dallas,
Texas-based Lennox International, Inc. The corporate credit rating
is raised to 'BB\Stable\--' from 'BB-\Stable\--', and the
subordinated debt rating is raised to 'B+' from 'B'.

"The upgrade reflects substantial debt reduction over the past two
years, improving profitability, and prospects for continuing
favorable residential heating and cooling markets over the
intermediate term," said Standard & Poor's credit analyst Pamela
Rice. Debt at Dec. 31, 2003, including debt-equivalent operating
leases, was about $500 million--$320 million below Dec. 31, 2001
levels.

The ratings on Lennox reflect its mature and seasonal end markets,
underperforming retail service business, modest geographic
diversity, and aggressive financial profile. These factors
partially are offset by the company's well-known air conditioning
and heating equipment brand names and substantial sales to less
cyclical repair and replacement markets.

Lennox manufactures and markets a broad range of products for
heating, ventilation, air conditioning, and refrigeration (HVACR)
markets, including residential and commercial air conditioners,
heat pumps, heating and cooling systems, furnaces, prefabricated
fireplaces, chillers, condensing units, and coolers. Lennox has
solid positions in its equipment markets, with well-established
brand names, as well as products spanning all price points. Price
competition and maximum geographic coverage are of particular
importance in the U.S. residential sector, as there is often
little perceived difference in equipment quality among competing
brands. Absent acquisition activity, the five leading player's
U.S. residential market shares tend to experience little change.


MICROCELL: Commencing CDN$100 Million Equity Rights Offering
------------------------------------------------------------
Microcell Telecommunications Inc. (TSX: MT.A, MT.B) filed a
preliminary prospectus with the securities authorities in each
province of Canada for a rights offering to holders of its Class A
Restricted Voting Shares, Class B Non-Voting Shares, First
Preferred Voting and Non-Voting Shares, and Second Preferred
Voting and Non-Voting Shares for minimum gross proceeds to
Microcell of approximately C$100 million. In addition, the Company
may receive up to an additional C$50 million from COM Canada, LLC,
a private holding company of Craig O. McCaw, which will also act
as standby purchaser for the rights offering.

Shareholders will receive one right for every share held at the
close of business on the record date. Every five rights will
entitle the holder to purchase one Class B Non-Voting Share at a
price of C$22.00 per share (equivalent to US$16.40 per share
based on the current exchange rate) prior to the expiry date. The
record date and expiry date will be determined when a final
prospectus is filed, which is expected to take place in March.
The closing of the rights offering is expected to occur in April.


There are currently a total of 22,598,184 shares of Microcell
issued and outstanding. The rights offering will result in the
issuance by Microcell of 4,519,636 additional shares. COM Canada,
LLC has agreed to purchase all of the Class B Non-Voting Shares
not otherwise purchased pursuant to the rights offering. The
obligation of COM Canada, LLC under the standby purchase
agreement is subject to certain customary conditions, including
the closing of the new bank credit facilities previously
announced by Microcell.

If COM Canada, LLC does not purchase shares under its standby
commitment for total cash consideration of C$50 million, it will
purchase concurrently, at a price of C$22.00 per share, the
number of Class B Non-Voting Shares required to meet such minimum
investment. Furthermore, the Company will grant COM Canada, LLC
warrants to acquire, at a price of C$22.00 per share, additional
Class B Non-Voting Shares equal to the number of shares purchased
concurrently. Moreover, as consideration for its commitment to
act as standby purchaser for the rights offering, the Company
will grant additional warrants, identical in nature to those
mentioned above, to COM Canada, LLC for exercise at a later date.
As a result, in addition to the warrants issuable to COM Canada,
LLC for the shares it will purchase to meet its minimum C$50
million investment, a minimum of 1.7 million warrants will be
granted to COM Canada, LLC specifically for its standby
commitment. If none of the rights pursuant to this transaction
are exercised by their holders, COM Canada. LLC will be entitled
to approximately 8.0 million warrants.

The estimated net proceeds from the rights offering will be
approximately C$97 million. Additional proceeds of up to
approximately C$50 million may be received from the concurrent
minimum purchase of Class B Shares by COM Canada, LLC. The
combined proceeds will be used by the Company to redeem its
preferred shares, and any balance will be used to fund capital
expenditures and for general corporate purposes.

"We are very pleased to welcome COM Canada, LLC as our new
strategic investor," stated Andre Tremblay, President and Chief
Executive Officer of Microcell Telecommunications Inc. "We look
forward to working with Craig McCaw, who is not only a
well-respected and credible figure in the North American
telecommunications industry, but also one of its true pioneers.
The incremental proceeds from this transaction, as well as the
additional cash available from our bank debt refinancing, will
further improve our already sound financial footing and provide
us with better flexibility to pursue growth opportunities in the
future."

"Microcell's accomplishments since restructuring are quite
impressive and I am pleased with the opportunity to invest," said
Mr. McCaw. "Microcell is well positioned to develop and deliver a
wide range of innovative wireless-based telecom products and
services. I have been very impressed with the Company's
management team and we are working together to further develop
business strategies that take advantage of the Company's unique
assets. Together, we are working toward a vision of wireless
communications in Canada that will provide both the customer and
the Company with unique products and services. I am excited by
the opportunity to be of service to the Company and part of its
future growth."

Concurrently with the issuance of rights to Canadian shareholders
by way of a Canadian prospectus, rights may also be issued to
shareholders in the United States who are qualified institutional
buyers ("QIBs") and/or institutional accredited investors in
transactions exempt from the registration requirements of the
United States Securities Act of 1933. The rights offering is
subject to regulatory approval in Canada.

This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction, including the
United States, in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Any public
offering of securities to be made in the United States can only
be made by means of a prospectus pursuant to an effective
registration statement.  Microcell has no intention of filing
such a registration statement in connection with this rights
offering.

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

                          *   *   *

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


MIRANT CORP: Pushing for Approval of Compromise Pact with Insurers
------------------------------------------------------------------
Prior to the Petition Date, the Mirant Corp. Debtors engaged in
the construction of an electrical power generating facility at 425
Fairview Road in Zeeland, Michigan.  Understanding the risks
associated with the construction of the Zeeland Plant, the
Debtors procured insurance to protect them against what is known
as "builder's risk" or rather the risk that certain materials or
equipment will be damaged during construction.  Accordingly, on
July 1, 2000, the Insurers -- Cox Power Services, Xchanging
Claims Services Limited, on behalf of Certain Underwriting
Members of Lloyds and XL Europe Insurance -- issued to the
Debtors an insurance policy to cover any losses associated with
the construction of the Zeeland Plant.

Ian Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that as part of the construction process, Mirant Zeeland
LLC contracted with General Electric for the installation of an
EX2000 exciter cabinet.  On May 21, 2002, an electrical fault in
the Cabinet caused a fire, which rendered the Cabinet completely
unusable.  Although the exact cause of the fire was never
determined, GE agreed to replace the Cabinet at a discounted
price of $733,333 -- the Loss Amount.

Upon notification of the damage to the Cabinet and the Loss
Amount, the Insurers agreed to compensate the Debtors for the
Loss Amount less the $250,000 deductible set forth in the Policy,
thereby reimbursing the Debtors $483,333 in exchange for a waiver
of any additional claims relating to the damage to the Cabinet.

To effectuate the agreement between the Debtors and the Insurers,
on January 23, 2004, the Debtors and the Insurers entered into a
Settlement Agreement.  The salient terms of the Settlement
Agreement are:

   (a) The Insurers will promptly pay to Mirant Zeeland $483,333
       as full payment of its obligations relating to Loss under
       the Policy.  The application of the Deductible to the
       Loss Amount will satisfy any and all claims by the
       Insurers against the Debtors for any damages and costs
       arising from the Loss;

   (b) The Insurers will release the Debtors from any and all
       claims, demands, actions or causes of action, which the
       Insurers had, or may now, or may in the future have,
       own, or hold for relief, compensation, damages, losses
       or remedy of any kind or character, relating to or
       arising from the Loss; and

   (c) The Debtors will release the Insurers from any and all
       claims, demands, actions or causes of action which the
       Debtors had, or may now, or may in the future have, own,
       or hold for relief, compensation, damages, losses or
       remedy of any kind or character, relating to or arising
       from the Loss.

Accordingly, pursuant to Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to approve their
Settlement Agreement with the Insurers.

Although the Debtors would likely succeed in litigation, Mr. Peck
says, the success would likely be limited to the Settlement
Amount.  Moreover, litigation would injure the Debtors because it
would cause unnecessary delay in their receipt of the $483,333
due to them under the Policy and litigating the matter would
cause unnecessary expense to the estate. (Mirant Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MOORE WALLACE: S&P Withdraws BB+ Rating After Merger Completed
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings for R.R.
Donnelley & Sons Co., including its long-term and short-term
corporate credit ratings to 'A-' and 'A-2' from 'A' and 'A-1',
respectively.

In addition, the ratings for Donnelley were removed from
CreditWatch where they were placed on Nov. 10, 2003, when
Donnelley announced its intention to merge with Moore Wallace Inc.
Concurrently, Standard & Poor's withdrew its 'BB+' corporate
credit and senior secured ratings for Moore Wallace, and raised
its senior unsecured note rating for Moore Wallace North America
Inc. to 'A-' from 'BB-'. The ratings for Moore Wallace were also
removed from CreditWatch where they were placed on Nov. 10, 2003.
The outlook for Donnelley is now stable. Pro forma total debt
outstanding approximates $2 billion.

"The rating actions follow the announcement that Donnelley and
Moore Wallace have completed their plans to merge, creating the
world's largest full-service commercial printer," said Standard &
Poor's credit analyst Michael Scerbo.


NATIONAL BENEVOLENT: US Trustee Names 7-Member Creditors' Panel
---------------------------------------------------------------
The United States Trustee for Region 7 appointed 7 creditors to
serve on an Official Committee of Unsecured Creditors in The
National Benevolent Association of the Christian Church's Chapter
11 cases:

      1. First Bank
         11901 Olive Boulevard
         St. Louis, Missouri 63141
         Tel: 314 995 8757
         Fax: 314 995 8770
         Attn: Andrew Schmidt
         e-mail: Andrew.schmidts@fbol.com

      2. FIT NBAS LLC
         c/o Fortress Investment Froup LLC
         1251 Avenue of the Americas, 26th Floor
         New York, NY 10020
         Tel: 212 798 6064
         Fax: 212 798 6070
         Attn: Darryl W. Copeland, Jr.
         e-mail: dcopeland@fortressinv.com

      3. KBC Bank N.V.
         125 West 55th street
         New York, NY 10019
         Tel: 212 541 0708
         Fax: 212 541 0784
         e-mail: Michael.Curran@kbc.be

      4. Sterling Grace Municipal Securities Corp.
         100 Summerhill Rd.
         Spotswood, New Jersey 08884
         Tel: 732 251 2200
         Fax: 732 251 8193
         Attn: Mark A. Doyle
         e-mail: mdoyle@sterlinggrace.org

      5. Sysco Food Services of San Antonio
         5711 FM 78
         San Antonio, Texas 78244
         Tel: 210 444 3490
         Fax: 210 666 1549
         Attn: Curtis A. Enke
         e-mail: enke.curtis@satx.sysco.com

      6. UMB Bank, N.A., as Trustee
         c/o 2401 Grand Boulevard, Suite 200
         Kansas City, MO 64108
         Tel: 816 860 3250
         Fax: 816 860 3021
         Attn: Frank Bramwell
         e-mail: franklin.bramwell@umb.com

      7. U.S. Bank, National Association
         7th & Washington / SL-MO-T7CP
         St. Louis, MO 63101
         Tel: 314 418 2264
         Fax: 314 418 2135
         Attn: David L. Orf
         e-mail: david.Lorf@usbank.com

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

Headquartered in 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: Asks Clearance for Proposed LCS Settlement Pact
-----------------------------------------------------------------
Prior to the National Century Debtors' liquidation, LCS
Management, Inc. and LCS West, Inc. were in the business of
providing home healthcare goods and services, including:

   (a) infusion, respiratory and durable medical equipment; and

   (b) home health or nursing services.

Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, relates that LCS was organized in 2000 and
purchased home healthcare operations in the Northeastern United
States from Home Medical of America, Inc.  To the Debtors'
knowledge, LCS' current principals are not affiliated with the
Debtors or any of the Debtors' other provider clients.

Prior to the Petition Date, LCS sold its accounts receivable to
NPF VI pursuant to a sales and subservicing agreement among LCS,
NPF VI and Debtor National Premier Financial Services, Inc.  On
November 15, 2002, LCS filed its own Chapter 11 case.  The
Debtors have filed proofs of claim in LCS' cases, asserting that
LCS owes NPF VI $40,000,000 under the Sales Agreement.  Debtors
NPF-LL, Inc. and NPF-CSL, Inc. also filed proofs of claim in LCS'
cases, asserting claims for amounts relating to equipment leases
by NPF-LL and NPF-CSL to LCS.  Debtor NPF X, Inc. is the assignee
of certain notes from HMA under which approximately $2,000,000 is
outstanding.  LCS has disputed the amount and characterization of
all liabilities arising out of the relationships with the
Debtors, including the leasing arrangements.

After arm's-length negotiations, the parties entered into a
settlement agreement with respect to the Debtors' claims.
Accordingly, the Debtors ask the Court to approve the Settlement
Agreement with LCS.

LCS has sought approval of the proposed settlement with the
Debtors in the United States Bankruptcy Court for the Southern
District of California.  LCS anticipates filing the LCS Plan
shortly thereafter.  The relevant terms of the Settlement
Agreement are:

A. Settlement Amount

   LCS will pay to NPF VI $4,000,000 cash from prior collections
   of accounts receivable owned by or pledged to NPF VI.  Under
   the LCS Plan, the LCS unsecured creditors, other than the
   Debtors and HMA, will receive a total of $1,330,000 in cash
   plus the proceeds of avoidance actions.  NPF VI or its
   successor will be entitled to receive all other funds that
   become available to secured or unsecured creditors of the LCS
   estates after satisfaction of certain other agreed budgeted
   expenses and payments under the LCS Plan.

B. Support of the LCS Plan

   The Debtors agree to support and vote in favor of the LCS
   Plan, to the extent that its terms are consistent with the
   Settlement Agreement.

C. LCS Plan Terms

   The LCS Plan will incorporate these terms:

   (a) The general unsecured creditors will receive, in full
       settlement of all general unsecured creditor claims other
       than convenience claims, proceeds from certain specified
       assets totaling $1,330,000, namely:

       * the deferred purchase price payments of $500,000 from
         the sale of certain LCS assets;

       * the proceeds of a workers compensation insurance deposit
         estimated at $250,000;

       * the proceeds of an already completed avoidance action of
         approximately $420,000;

       * a refund of a deposit from Federal Express, estimated at
         $10,000; and

       * $150,000 cash.

       To the extent these specified assets do not provide a
       monetized recovery to the general unsecured creditors of
       $1,330,000, the general unsecured creditors will receive
       the shortfall from the Debtors' collateral.  The general
       unsecured creditors will also receive the proceeds of
       additional avoidance action recoveries, if any, in
       addition to the $1,330,000.

   (b) Convenience claims will be paid up to a total of $125,000,
       in addition to the distributions described;

   (c) From the proceeds of the sale of the business to Westar
       Capital, LLC, LCS will distribute $400,000 to NPF-LL and
       NPF-CSL or their successors in respect of the parties'
       Subleases; and

   (d) LCS will forward all remaining proceeds related to the
       collection of the accounts receivable currently segregated
       from other estate bank cash on hand, less two months of
       receivables collection expenses, Medicare reserves and
       other expense reserves pursuant to a budget to be approved
       by the Debtors.  LCS will continue to collect the accounts
       receivable in accordance with the approved budget provided
       by LCS, which, with the Debtors' consent and input, may be
       revised from time to time.  Any remaining LCS assets or
       proceeds of LCS assets after allowed administrative
       claims, priority claims, operating payables and other
       estate-related expenses in accordance with a budget agreed
       upon by the Debtors and LCS, will be distributed to the
       Debtors in accordance with the confirmed LCS Plan.

D. LCS Management Incentive

   The LCS Plan will implement, and the Debtors consent to,
   management incentives for the collection of accounts
   receivable consistent with the budget.

E. Transfer of Liens to Proceeds

   The conclusion of the relationship between the Debtors and
   LCS under the LCS Plan binds any and all parties that may
   assert a lien, claim or interest in or to the Agreements or
   any prior agreements, with any liens transferring to the
   proceeds.

F. Mutual Releases

   The Debtors and the LCS Parties will exchange mutual releases.

Mr. Oellermann tells Judge Calhoun that several factors weigh in
favor of the Settlement:

   (a) The results of any litigation between the Debtors and LCS
       regarding the amount of the Debtors' claims are uncertain.
       LCS disputes all or a portion of the Debtors' claims.
       The LCS Parties have also threatened to seek
       recharacterization or subordination of the Debtors'
       claims;

   (b) Given LCS' bankruptcy, the Debtors plainly would face
       significant difficulties in collecting more funds than
       those that would be paid under the Settlement Agreement
       and the LCS Plan.  Pursuant to the proposed settlement,
       the Debtors estimate that they will receive in excess of
       80% of the net amount available for distribution to all
       creditors.  If the settlement is not approved, the amount
       that the Debtors possibly could collect might be less on a
       present value basis, insofar as protracted litigation of
       the parties' disputes would significantly delay
       distributions and further deplete the LCS estates;

   (c) Litigation over the amount and treatment of the Debtors'
       claims would be expensive and time-consuming for both the
       Debtors and the LCS Parties.  Also, there is no assurance
       that the result would be any more favorable than the
       proposed treatment of the Debtors' claims pursuant to the
       LCS Plan; and

   (d) The proposed settlement will allow the Debtors to collect
       significant amounts of cash, including the initial
       $4,000,000 Cash Payment and a substantial likelihood of
       material additional recoveries to be distributed under the
       LCS Plan.

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. 34;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NETWORK STORAGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Network Storage Solutions, Inc.
        14020 Thunderbolt Place, Suite 500
        Chantilly, Virginia 20151

Bankruptcy Case No.: 04-10350

Type of Business: The Debtor develops and markets network
                  attached storage systems and SAN
                  storage products. See
                  http://www.nssolutions.com/

Chapter 11 Petition Date: January 28, 2004

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Kevin M. O'Donnell, Esq.
                  Henry & O'Donnell, P.C.
                  4103 Chain Bridge Road, Suite 100
                  Fairfax, VA 22030
                  Tel: 703-273-1900
                  Fax: 703-273-6884

Total Assets: $540,000

Total Debts:  $9,251,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Hitachi Data Systems          Trade Payable             $252,467
750 Central Expressway
Santa Clara, CA 95050

Network Associates            Trade Payable             $244,962

Promicro Systems              Trade Payable             $199,633

Tom Makmann                   Wages                     $197,197

Brad Clemmons                 Wages                     $125,917

Doug Donsbach                 Wages                     $120,567

Tom Piancentini               Wages                     $115,735

Rob Fredericks                Wages                      $97,792

Roger Kirkland                Wages                      $96,550

nStor Technologies            Trade Payable              $88,838

Metavente 401K Services       Unfunded 401(k)            $77,099
                              Contributions

3Com Corporation              Trade Payable              $54,600

Regis Property Management     Trade Payable              $45,720

Franklin, Weinrib, Rudell     Trade Payable              $42,394

Aviv                          Trade Payable              $41,079

Kenneth Cross                 Wages                      $37,776

Condre Storage                Trade Payable              $35,353

Delta Velocity Group          Trade Payable              $34,726

Joseph Oernberger             Wages                      $33,914

Network Engines               Trade Payable              $33,500


NEW CONSTRUCTION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: New Construction, Inc.
        9650 Hawkins Drive
        Manassas, Virginia 20109

Bankruptcy Case No.: 04-10657

Type of Business: The Debtor provides site development, road
                  construction and utilities services.

Chapter 11 Petition Date: February 17, 2004

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Linda Dianne Regenhardt, Esq.
                  Gary & Goodman PLLC
                  8500 Leesburg Pike, Suite 7000
                  Vienna, VA 22182-2409
                  Tel: 703-848-2828
                  Fax: 703-893-9276

Total Assets: $6,470,124

Total Debts:  $21,018,941

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


NORTHSTAR CBO: S&P Downgrades Ratings for Class A-2 & A-3 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2 and A-3 notes issued by Northstar CBO 1997-2 Ltd., a
high-yield CBO transaction originated in June 1997. At the same
time, the ratings are removed from CreditWatch negative, where
they were placed Jan. 21, 2004.

The rating actions reflect factors that have negatively affected
the credit enhancement available to support the class A-2 and A-3
notes since the transaction was last downgraded. Chief among these
factors is a sharp increase in the number of defaults in the
collateral pool securing the notes.

As a result of asset defaults and the sale of credit risk assets,
the class A-2/A-3 overcollateralization ratio has dropped
significantly, and now stands at 63.1%. This contrasts with a
ratio of 89.2% when the notes were last downgraded, and is well
below their minimum requirement, which equaled 119.0% at the time
of the last rating action, but has now stepped up to 140.0%.
Similarly, the class B overcollateralization ratio has fallen to
50.7% from 86.8% when the rating on the notes was last lowered.
This is in sharp contrast with a benchmark that now equals 120.0%.

Including defaulted securities, $82.7 million (or approximately
60.4% of the collateral pool's par value) come from obligors now
rated in the 'CCC' range or lower.

      RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                Northstar CBO 1997-2 Ltd.

                   Rating
        Class   To         From
        A-2     B+         A/Watch Neg
        A-3     CC         CCC-/Watch Neg

        TRANSACTION INFORMATION
        Issuer:             Northstar CBO 1997-2 Ltd.
        Co-issuer:          Northstar CBO 1997-2 (Delaware) Corp.
        Manager:            ING Investments Inc.
        Underwriter:        Bear Stearns Cos. Inc. (The)
        Trustee:            US Bank
        Transaction type:   High-yield arbitrage CBO

TRANCHE                   INITIAL   LAST
CURRENT
INFORMATION               REPORT    ACTION          ACTION
Date (MM/YYYY)            07/1997   01/2004
02/2004
A-2 notes rtg.            AAA       A/Watch Neg     B+
A-3 notes rtg.            A-        CCC-/Watch Neg  CC
B notes rating            N.R.      N.A.            N.A.
Cl. A-2/A-3 OC ratio      N/A       68.5%           63.1%
Cl. A-2/A-3 OC ratio min. 114.0%    135.0%          141.0%
Class B OC ratio          N.A.      56.6%           50.7%
Class B OC ratio min.     104.0%    115.0%          120.0%
A-2 note bal.             $163.0mm  $78.0mm         $57.0mm
A-3 note bal.             $90.0mm   $90.0mm         $90.0mm
B note bal.               $33.3mm   $33.3mm         $33.3mm

PORTFOLIO BENCHMARKS                           CURRENT
S&P Wtd. Avg. Rtg. (excl. defaulted)           B
S&P Default Measure (excl. defaulted)          5.85%
S&P Variability Measure (excl. defaulted)      4.89%
Obligors Rated 'BB-' and Above                 13.66%
Obligors Rated 'B+' and Above                  31.21%
Obligors Rated 'B' and Above                   31.21%
Obligors Rated 'B-' and Above                  39.61%
Obligors Rated in 'CCC' Range                  13.25%
Obligors Rated 'SD' or 'D'                     47.13%

S&P RATED         LAST                   CURRENT
OC (ROC)          RATING ACTION          RATING ACTION
Class A-2         82.17% (A/CW Neg)      92.60% (B+)
Class A-3         64.43% (CCC-/CW Neg)   N.A. (CC)


OWENS: Demands Recovery of National Settlement Program Payments
---------------------------------------------------------------
At the Official Committee of Unsecured Creditors' request, Debtors
Owens Corning, Fibreboard Corporation, and Integrex seek to
recover certain payments made to settle asbestos claims held by
certain claimants under the Debtors' "National Settlement Program"
represented by:

   (1) Langston, Frazer, Sweet & Freese,
   (2) Langston, Frazer, Sweet & Freese, P.A.,
   (3) Langston, Sweet & Freese, P.A.,
   (4) Frazer Davidson, P.A., and
   (5) unknown number of John Does.

The Creditors Committee contends that these payments are
avoidable and recoverable as fraudulent transfers.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Debtors' National Settlement Program
was designed to better manage the Debtors' asbestos liabilities,
and to better predict the timing and amount of payments for both
pending and future claims.  Under the NSP, the Debtors negotiated
with prominent asbestos plaintiff law firms to establish
procedures and fix payments for resolving present claims as well
as future claims brought by participating plaintiffs' law firms
without litigation for a projected period of at least 10 years.

In exchange for plaintiffs' firms resolving their clients' claims
under the NSP, the Debtors became obligated to process the claim
information under administrative procedures and make settlement
payments to all qualifying plaintiffs.  Under the NSP,
plaintiffs' firms whose clients chose to participate were
required to submit claim forms and supporting evidence for each
of their clients.  This information typically included proof of
product exposure, supporting medical evidence, and an executed
release.

Under most agreements, Ms. Stickles informs the Court, the
Debtors issued checks, either in a lump sum settlement for a
group of plaintiffs' claims or individual checks for each
particular plaintiff, to the plaintiff law firm in trust for the
firm's clients.  In certain cases, funds were distributed even
though the plaintiffs did not satisfy some or all of the
conditions precedent to the payments.  In some instances,
plaintiffs subsequently provided the requisite documentation
after receiving payment.

As of the Petition Date, Ms. Stickles reports that Owens Corning
and Fibreboard entered into NSP agreements with more than 100 law
firms, providing for the resolution of over 400,000 pending
asbestos-related personal injury claims.  Each of these
agreements was reached with plaintiffs' firms after arm's-
length negotiations.

According to Ms. Stickles, the settlement agreements reflected
the best resolution the Debtors could achieve, taking into
account the myriad factors that inform asbestos settlements,
including disease mix, jurisdiction, plaintiffs' firm, and
overall docket conditions.  The NSP allowed the Debtors to
resolve claims for substantially less money than the plaintiffs
sought in the tort system, and the average settlement payment was
less than the Debtors' settlements in the years prior for similar
claims.  The agreements also allowed the Debtors to resolve the
majority of the cases then pending against them, without the
uncertainty and inconsistency of the tort system, and without the
significant litigation costs that they would have incurred if the
agreements were not reached.

In exchange for the payments made to the Defendant Law Firms, and
at least to the extent plaintiffs satisfied the conditions
precedent to the Debtors' payment, the Debtors each received
reasonably equivalent value and fair consideration in the form of
releases of substantial claims asserted by the asbestos-tort
plaintiffs represented by the Defendant Law Firms.

The Commercial Creditors Committee alleged, inter alia, that
payments made under the NSP were made with the actual intent to
hinder, delay and defraud the Debtors' non-asbestos creditors.
However, the Debtors maintain that the Commercial Creditors
Committee's allegations are reckless and are unsubstantiated by
any facts.

To resolve the controversy created by the Commercial Creditors
Committee's allegations, and to preserve any valid claim relating
to the NSP payments for the benefit of creditors and the Debtors'
estates, the Debtors seek to recover the NSP payments to ensure
that the claims asserted by the Commercial Creditors Committee
are reserved for Court determination.

                  Declaring the Payments As Valid

The Debtors ask the Court to determine that the NSP payments made
to the Defendant Law Firms are not avoidable under Sections 544
and 548 or under any of the provisions of applicable state law.
The Debtors ask the Court for declaratory relief determining
that:

   (1) the NSP agreement with the Defendant Law Firms was a valid
       agreement enforceable in accordance with its terms,
       subject to applicable bankruptcy law, including without
       limitation to Section 365 of the Bankruptcy Code; and

   (2) the NSP payments made to the Defendant Law Firms, to the
       extent disbursed to its clients after the clients'
       satisfaction of the conditions precedent to payment, are
       not avoidable or recoverable as fraudulent transfers under
       Sections 544, 548 and 550 or any applicable state law.

                 Avoidance of Fraudulent Transfers

In the event that the Court does not grant the Debtors' request,
or to the extent that funds were disbursed to the Defendant Law
Firms or its clients even though the clients did not satisfy the
conditions precedent to payment, then the Debtors have one or
more claims against the Defendant Law Firms to avoid and recover
NSP payments made to it as attorneys' fees and costs, or those
portions of any NSP payment made to an individual asbestos
claimant or group of asbestos claimants for payment to the
Defendant Law Firms in compensation of attorneys' fees and
costs.  The Debtors do not assert any claim to recover any NSP
payments made to and for the benefit of any individual asbestos
claimants, exclusive of the Defendant Law Firms' attorneys' fees
and costs.

Ms. Stickles relates that under the NSP agreement with the
Defendant Law Firms, Ms. Stickles tells the Court that the
Debtors incurred obligations and made transfers to the Defendant
Law Firms since the NSP commenced -- $3,700,000 from Owens
Corning in April 2000 and $9,295,000 from Fibreboard in January
2000.

According to the Commercial Creditors Committee, the Debtors:

   (1) incurred the obligations and made the payments with intent
       to hinder, delay, or defraud its other non-asbestos
       creditors;

   (2) generally received less than reasonably equivalent value
       in exchange for the transfers or obligations, and each
       was insolvent on the date each transfer was made or the
       obligation was incurred, or became insolvent as a result
       of the transfer or obligation;

   (3) each of which was insolvent at the time of, or was
       rendered insolvent by, the transfer made or obligation
       incurred, also received less than reasonably equivalent
       value in exchange for any transfer or obligation to the
       extent funds were disbursed to the Defendant Law Firms'
       clients even though the clients did not satisfy the
       conditions precedent to payment;

   (4) engaged in business or transactions, or were about to
       engage in business or transactions, for which any
       property remaining with the Debtors was unreasonably
       small capital, or the Debtors intended to incur, or
       believed that they would incur, debts that would be
       beyond the Debtors' ability to pay as the debts matured;

   (5) made the transfers or incurred the obligations at a time
       when each Debtor was insolvent, or became insolvent as a
       result of the transfers or obligations, or was engaged in
       business or transactions, or was about to engage in
       business or transactions, for which any property
       remaining with the Debtors was unreasonably small
       capital, or the Debtors intended to incur, or believed
       that they would incur, debts that would be beyond the
       Debtors' ability to pay as the debts matured;

   (6) received less than fair consideration in exchange for the
       payments;

   (7) at the time the transfers or obligations were made or
       incurred, were engaged or about to be engaged in a
       business or transaction for which the remaining assets of
       the Debtors were unreasonably small in relation to their
       business transactions; and

   (8) each intended to incur, or believed, or reasonably should
       believed, that it would incur debts beyond its ability to
       pay as they became due.

Moreover, the Commercial Creditors Committee believes that some
or all of the Payments are avoidable as fraudulent transfers or
obligations under Sections 544 and 548 and applicable state law.

Thus, the Debtors ask the Court to enter a judgment:

   (1) avoiding some or all of the Payments as fraudulent
       transfers or obligations under Sections 544 and 548 and
       applicable state law; and

   (2) recovering some or all of the Payments, under Section 550;
       and

   (3) entering a money judgment against the Defendant Law Firms
       in the appropriate amount, plus interest and costs. (Owens
       Corning Bankruptcy News, Issue No. 68; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


PACIFIC GAS: Court Approves $310 Million Mortgage Bond Payment
--------------------------------------------------------------
PG&E Corporation's (NYSE: PCG) utility unit, Pacific Gas and
Electric Company, has received approval from the U.S. Bankruptcy
Court to pay $310 million of 6-1/4 percent Series 93G First and
Refunding Mortgage Bonds maturing March 1, 2004. Pacific Gas and
Electric Company will pay the bondholders from its current
available cash.

Bondholders who hold the bonds in a brokerage account will have
principal and interest paid to their account. Certificate holders
will need to deliver their certificates to the trustee, The Bank
of New York, to receive payment for the principal. Interest checks
to certificate holders will be mailed separately.


PAK-A-SAK: Signing-Up Leonard W. Jones as Accountants
-----------------------------------------------------
Pak-A-Sak food Stores, Inc., seeks permission from the U.S.
Bankruptcy Court for the Eastern District of North Carolina,
Wilson Division to employ Leonard W. Jones, CPA as its accountant.

In this engagement, the Debtor expects Mr. Jones to:

   a. prepare bi-weekly payroll checks;

   b. prepare monthly payroll tax reports;

   c. prepare internal payroll reports allocating payroll
      expenses to stores and departments;

   d. prepare W-2 forms and annual tax returns;

   e. prepare monthly sales tax reports;

   f. provide monthly reconciliation of Debtor's bank accounts;
      and

   g. provide general accounting needs of Debtor has they arise.

Mr. Jones will prepare the bi-weekly payroll checks and payroll
tax reports on the Debtor's behalf at the rate of $750
bi-weekly.

The Debtor reports that Mr. Jones is disinterested within the
meaning of Section 327(a) of the Bankruptcy Code.

Headquartered in Morehead City, North Carolina, Pak-A-Sak Food
Stores, Inc., is engaged in the business of operating grocery
stores located in Carteret County, Craven County and Onslow
County, North Carolina.  The Company filed for chapter 11
protection on January 22, 2004 (Bankr. E.D. N.C. Case No. 04-
00590).  Trawick H. Stubbs, Esq., at Stubbs & Perdue, P.A.,
represents the Debtor in its restructuring efforts.  When the
company filed for protection from its creditors, it listed
$6,678,838 in total assets and $6,669,439 in total debts.


PARMALAT: Parma Court Establishes Deadlines for Filing Claims
-------------------------------------------------------------
Judge Zanichelli directs creditors and other parties-in-interest
who have real, transferable rights against Parmalat's assets to
present their claims and payment applications to the Office of
the Clerk of the Parma Court on or before these dates:

       Insolvent Unit                  Filing Deadline
       --------------                  ---------------
       Parmalat SpA                    April 20, 2004
       Parmalat Finanziaria SpA        April 30, 2004
       Eurolat SpA                     May 5, 2004
       Lactis SpA                      May 5, 2004
       Parmatour SpA                   May 15, 2004
       Coloniale SpA                   May 20, 2004

Judge Zanichelli will convene a hearing on these dates in the
civil hearings' room (Aula Corte d'Assise) to consider each
debtor's liability status on claims filed against the companies:

       Insolvent Unit                  Hearing Date
       --------------                  ------------
       Parmalat SpA                    May 19, 2004 at 10:00 am
       Parmalat Finanziaria SpA        May 26, 2004 at 9:30 am
       Eurolat SpA                     May 31, 2004 at 9:30 am
       Lactis SpA                      June 4, 2004 at 9:30 am
       Parmatour SpA                   June 10, 2004 at 9:30 am
       Coloniale SpA                   June 11, 2004 at 9:30 am
(Parmalat Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PETERRI TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Peterri Transportation Service, Inc.
        405A Blair Road, P.O. Box 508
        Avenel, New Jersey 07001

Bankruptcy Case No.: 04-16442

Type of Business: The Debtor is a trucking company.

Chapter 11 Petition Date: February 27, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Howard S. Greenberg, Esq.
                  Ravin Greenberg, PC
                  101 Eisenhower Parkway
                  Roseland, NJ 07068
                  Tel: 973-226-1500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Zurich-American                             $72,214

Northland Insurance                         $35,000

United Healthcare                           $27,193

Rotenberg, Meril, Solomon, Bertiger &       $13,000
Guttilla, P.C.

Morgan Development Corp.                     $9,105

Liberty Kenworth                             $7,078

Tompkins, McGuire, Wachenfield & Barry       $5,692

Penske Truck Leasing                         $5,439

Airbone Express                              $4,997

NUI Elizabethtown Gas                        $4,354

Horizon Blue Cross Blue Shield of NJ         $3,699

Qualcomm Incorporated                        $3,548

Toshiba America Info Sys Inc.                $3,440

Cummins Metropower, Inc.                     $3,310

Linden Operating Inc.                        $2,700

Staples Credit Plan                          $2,068

Top Hat Uniform Rental & Sales               $1,694

Ohio Casualty Group                          $1,436

Network Billing Systems, LLC                 $1,375

Power Battery                                $1,200


PETROLEUM GEO: Releasing Preliminary 2003 Results on March 16
-------------------------------------------------------------
Petroleum Geo-Services ASA (OSE: PGS; OTC: PGEOY) expects to
release unaudited, preliminary results for the fourth quarter and
full year 2003 on Tuesday, March 16, 2004.

The fourth quarter and full year information will be on a
Norwegian GAAP basis only. The Company also expects to release
certain information related to "fresh start" accounting under US
GAAP following the Company's emergence from Chapter 11 proceedings
in early November 2003.

The unaudited, preliminary Norwegian GAAP information is being
released to satisfy requirements of the Oslo Stock Exchange, which
generally require disclosure of preliminary results for the fourth
quarter and full year 2003 by the end of February 2004. The
Company has contacted the Oslo Stock Exchange regarding obtaining
an exemption from such timing requirement, but no assurance can be
given that such exemption will be granted. If such exemption is
not granted, the Company could incur monetary penalties (maximum
of ten times the annual listing fee).

The delay is mainly due to the substantial increase in workload
and complexity associated with the financial reporting issues
after the exit from Chapter 11 and the re-audit and audit of
previous years' US GAAP financial statements.

The Company continues to work on completing an audit of the
Company's 2002 financial statements and a re-audit of the
Company's 2001 financial statements and on addressing certain
previously disclosed material weaknesses in its system of internal
controls over financial reporting. The Company is also working on
the audit of its financial statements for 2003 (both US and
Norwegian GAAP)

As previously announced, there can be no assurance as to whether
or when these audits and re-audit can be completed. In addition,
as previously disclosed, if and when completed, the audits and re-
audit could result in restatements of the Company's previously
filed US GAAP audited financial statements and restatements and
other adjustments to its 2003 US GAAP financial statements. Those
restatements and adjustments could be material, although they are
expected to be of a non-cash nature. The Company does not expect
to release any US GAAP figures related to periods prior to
November 2003 until these audits and re-audit are completed.
Furthermore, there can be no assurance that the audits and re-
audit, although being conducted for US GAAP purposes, will not
have an impact on Norwegian GAAP financial statements.

The Company expects to be able to provide additional information
on the status of the audits and re-audit for the 2001 - 2003
period at the time of its release of preliminary results.

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units (FPSO's). PGS
operates on a worldwide basis with headquarters in Oslo, Norway.
For more information, visit http://www.pgs.com/


PG&E NATIONAL: Wants to Assume & Assign Glencore Sale Agreement
---------------------------------------------------------------
Consistent with the historical division of responsibilities
between the ET Debtors and USGen New England, Inc., NEGT Energy
Trading - Power, L.P., entered into a Master Coal Purchase and
Sale Agreement with Glencore Limited, dated as of August 1, 2000.
The Glencore Agreement is a standard trading agreement pursuant
to which the parties may from time to time enter into individual
transactions.  These individual transactions are customarily
documented in the form of confirmations, which set forth, among
other terms and conditions:

   (a) specified quantities and delivery dates for physical
       transactions;

   (b) specified methods for calculation of payment amounts; and

   (c) specified payment dates for financial transactions.

The Glencore Agreement also required ET Power to provide
performance assurance in the form of a letter of credit or cash.
Accordingly, ET Power has posted a $3,000,000 letter of credit in
support of that obligation.

Pursuant to the Glencore Agreement, ET Power executed three
confirmations with Glencore, two of which have expired by their
terms.  The remaining outstanding confirmation, dated as of
September 13, 2002, provides for the sale of 500,000 tons of coal
during each month through December 31, 2003 and 100,000 tons of
coal during January and February 2004, all at a price of $30.35
per ton.

On December 2, 2002, ET Power and USGen entered into a
confirmation providing that ET Power's interest in the Glencore
coal be transferred to USGen at a price of $30.35 per ton, the
exact price in the Glencore Agreement.

On July 3, 2003, as part of the claims resolved under a Mutual
Release -- entered into by the ET Debtors and USGen on July 3,
2003 -- ET Power credited $500,000 to USGen, which represented
the difference between the then current market price of coal and
the price of the coal under the Glencore Agreement.  The Mutual
Release's effect was to shift all of the rights in the Glencore
coal from USGen back to ET Power, which was then free to do what
it desired with the coal.

Currently, USGen prepays Glencore for the coal on behalf of ET
Power and Glencore is continuing to perform according to the
terms of the Glencore Agreement.  Despite this arrangement, in
the absence of a specific confirmation between ET Power and
USGen, ET Power is free to sell the Glencore coal either to USGen
or to any other party.  In addition, ET Power's letter of credit
to the benefit of Glencore remains outstanding.  As a result, ET
Power is the actual party-in-interest under the Glencore
Agreement.

Given that the price of coal has risen since the Glencore
Agreement was executed, the Glencore Agreement represents an "in
the money contract" for the ET Power.

By agreement reached between the ET Debtors and USGen in late
September 2003, ET Power has agreed to assign its interest in the
Glencore Agreement to USGen.  In consideration of the assignment,
USGen, which requires the coal for use in the ordinary course of
its business, agreed to pay ET Power $700,000 in a one-time
payment.  Once released from the Glencore Agreement, ET Power
would obtain from Glencore its $3,000,000 letter of credit and
USGen would post substitute security.  The consideration to be
paid by USGen for the Glencore Agreement was calculated using the
identical methodology as would have been employed in a
transaction negotiated between unaffiliated parties.

By this motion, the ET Debtors and USGen ask the Court to
approve:

   (a) the assumption of the Glencore Agreement by ET Power; and

   (b) the assignment of the Glencore Agreement by ET Power to
       USGen.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, in
Baltimore, Maryland, tells the Court that USGen and the ET
Debtors have performed a market analysis of the Glencore
Agreement and believe that the $700,000 consideration is
reasonable.  Moreover, USGen will be receiving the rights to a
favorable coal contract, a commodity it requires in the ordinary
course of its business, at a reasonable price.

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.
15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLIANT: Completes Senior Debt Sale & Secures New $100MM Facility
----------------------------------------------------------------
Pliant Corporation completed the sale of $306 million principal
amount at maturity of its 11 1/8% Senior Secured Discount Notes
Due 2009. The net proceeds from the offering of the Notes, in the
amount of approximately $225.3 million, together with borrowings
under the new revolving credit facility described below, were used
to pay off Pliant's outstanding indebtedness under its existing
term loan facilities in the aggregate amount of approximately
$239.6 million, eliminating all principal amortization payments
until 2009.

Upon closing of the sale of the Notes, Pliant terminated its
existing term and revolving credit facilities and entered into a
new five- year asset-based revolving credit facility in the
principal amount of up to $100 million.

The Notes will accrete at the rate of 11 1/8% until December 15,
2006, after which cash interest will accrue and be payable
semiannually commencing on June 15, 2007 and continuing until the
maturity date of June 15, 2009.

The offering and sale of the Notes was not registered under the
Securities Act of 1933, as amended, and the Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration provisions of the
Securities Act.

Pay-off of the term debt (which had variable rates of interest)
has substantially reduced the Company's exposure to interest rate
risk.  The new revolving credit facility also has no financial
covenants through the first $75 million in borrowings, after which
there is only a fixed charge ratio of 1.1 to 1.  Although the
effective interest rate on the Notes is higher than the interest
rate on the paid-off term loans, sale of the Notes and the new
revolving credit facility have enabled the Company to realize
greater short- term liquidity and flexibility in its debt
structure.

Pliant Corporation is a leading producer of value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  Pliant operates 25
manufacturing and research and development facilities around the
world and employs approximately 3,250 people.

                     *    *    *

As reported in the Troubled Company Reporter's January 30, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
rating and a  recovery rating of '1' to Pliant Corp.'s proposed
$100 million senior secured revolving credit facility due 2009,
subject to preliminary terms and conditions. The 'BB-' rating is
one notch higher than the corporate credit rating; this and the
'1' recovery rating indicate a high expectation of full recovery
of principal in the event of a default.

At the same time, Standard & Poor's assigned its 'B' rating to the
company's proposed $225 million senior secured discount notes due
2009 and assigned a recovery rating of '4' to these notes. The 'B'
rating is one notch lower than the corporate credit rating; this
and the '4' recovery rating indicate that creditors would recover
a marginal (25%-50%) amount of principal (including accreted
interest until 2007), in the event of a default. Cash interest on
the senior secured discount notes is payable at the option of the
company until 2007, after which cash interest is payable. Proceeds
of the senior secured discount notes would be used to repay the
existing credit facilities and for fees and expenses. Following
completion of the proposed transaction, ratings on the existing
credit facilities would be withdrawn.

In addition, Standard & Poor's affirmed its 'B+' corporate credit
rating on Schaumburg, Illinois-based Pliant Corp. The outlook is
stable. Pro forma for the refinancing transaction, Pliant, a
producer of plastic films and flexible packaging, will have
approximately $789 million in total debt outstanding.

"The ratings reflect Pliant's very aggressive debt leverage and
sub par credit measures, which overshadow its below-average
business position in plastic film and flexible packaging
segments," said Standard & Poor's credit analyst Liley Mehta.


PRIDE INT'L: S&P Puts BB+ Corporate Credit Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on Pride International Inc. on CreditWatch with
negative implications, along with other ratings. The rating action
is based on the company's net loss in fourth-quarter 2003, and
lower cash flow from operations leading to credit measures that
are below expectations for the rating.

Texas-based Pride International has about $1.8 billion of debt
outstanding.

Pride encountered significant challenges in connection with the
construction of four deepwater platform rigs, and in fourth-
quarter 2003 reported considerable losses related to these
construction projects.

Additional losses and charges in the fourth quarter (attributable
to the financial difficulties of a shipyard, provisions for
settling commercial disputes, and revised estimates for certain
cost items) depressed operating results.

"This causes further uncertainty about the company's ability to
meet previously outlined debt-reduction goals for 2004," said
Standard & Poor's credit analyst Kimberly Stokes.

Ratings reflect a competitive position in highly cyclical and
competitive contract drilling market; a broad, geographically
diverse fleet; and stability provided by multiyear contracts.
These strengths, however, are more than offset by aggressive
financial leverage and subpar operating performance. The
CreditWatch listing will be resolved in the near term following a
comprehensive review of Pride's business and financial profile,
and new management's plan to improve operating and financial
performance.


QWEST COMMS: Qwest Capital Closes Tender Offer for Debt Securities
------------------------------------------------------------------
Qwest Communications International Inc. announced that its wholly
owned subsidiary, Qwest Capital Funding, Inc. (QCF), successfully
closed its previously announced tender offer for approximately
$963 million of aggregate principal amount of outstanding 5.875
percent notes due August 3, 2004.

A total of approximately $921 million, or approximately 96
percent, in principal amount of QCF notes maturing in 2004 were
tendered prior to the expiration, and have been accepted and paid.

The offer expired at midnight EST, on Thursday, February 26, 2004
and final settlement of notes tendered after the Early
Participation Deadline on February 11, 2004 was completed Friday.
Banc of America Securities LLC and UBS Investment Bank were the
Dealer Managers for the Offer.

                         About Qwest

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


RELIANCE GROUP: Plan-Filing Exclusivity Extended to March 30, 2004
------------------------------------------------------------------
Judge Gonzalez extends Reliance Group Holdings and Reliance
Financial Services' exclusive periods to file a plan until
March 30, 2004, and to solicit acceptances of that plan through
June 1, 2004, in view of the Official Unsecured Creditors
Committee and the Official Unsecured Bank Committee's request for
approval of a Term Sheet that provides for post-confirmation
funding of RFSC by RGH. (Reliance Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


RESOURCE AMERICA: S&P Withdraws B Rating After Sr. Debt Redemption
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit ratings on Resource America Inc. Following the redemption
of the remaining $53 million of its 12% senior notes due August
2004, the company has no outstanding public debt and has asked
Standard & Poor's not to rate its bank facilities.

Resource America Inc. is a proprietary asset management company
that uses industry specific expertise to generate and administer
investment opportunities for its own account and for outside
investors in the energy, real estate and equipment leasing
industries. For more information please visit its Web site at
http://www.resourceamerica.com/


ROTHCHILD JEWELERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Rothchild Jewelers, Inc.
        304 Libbie Avenue
        Richmond, Virginia 23226

Bankruptcy Case No.: 04-30721

Type of Business: The Debtor is an in-house jeweler specializing
                  in one-of-a-kind designs. The shop also has a
                  collection of pearls and estate jewelry dating
                  from the 1700s.

Chapter 11 Petition Date: January 28, 2004

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: J. Ellsworth Summers, Jr., Esq.
                  Kaufman & Canoles, P.C.
                  150 West Main Street, Suite 1900
                  P.O. Box 3037
                  Norfolk, VA 23510
                  Tel: 757-624-3000
                  Fax: 757-624-3169

Total Assets: $9,473,027

Total Debts:  $578,761

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


RURAL/METRO: Remains as Apache Junction's 911 Ambulance Provider
----------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RURL), the leading national
provider of medical transportation and fire protection services,
announced that its Southwest Ambulance division has been awarded a
new contract to remain the exclusive emergency ambulance provider
in the City of Apache Junction, Arizona.

The contract was awarded on a unanimous decision of the Apache
Junction Fire District Board and calls for an initial three-year
term, followed by two, three-year optional renewal periods, for a
total possible length of nine years.

Southwest Ambulance has been the exclusive provider of emergency
ambulance services in Apache Junction since 1993. The company
serves the medical transportation needs of more than 3,000 Apache
Junction patients each year. The city is home to more than 100,000
permanent residents and part-time winter visitors.

Jack Brucker, President and Chief Executive Officer, said, "Our
ability to generate same-service area revenue increases has been
effective, in part, due to Rural Metro's strong regional presence
in areas that hold promise for continued growth such as Apache
Junction. Southwest Ambulance's significant base of operations
enables us to create the economies of scale necessary to
perpetuate high-quality service to our customers."

Barry Landon, President of Southwest Ambulance, added, "We are
pleased to continue serving the emergency medical transportation
needs of Apache Junction. Our employees are committed to
contributing to the ongoing success of the EMS systems in this and
other communities we serve through excellent patient care and
customer service."

Rural/Metro Corporation -- whose December 31, 2003 balance sheet
shows a total stockholders' equity deficit of $210,080,000 --
provides emergency and non-emergency medical transportation, fire
protection, and other safety services in 24 states and more than
400 communities throughout the United States. For more
information, visit http://www.ruralmetro.com/


SMITHFIELD FOODS: Denies Acquisition Talks with Swift & Co.
-----------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD), in response to several
inquiries, said that the company was not involved in discussions
with Swift & Co. concerning the acquisition of Swift's pork and
beef assets.

With annualized sales of $9 billion, Smithfield Foods (S&P, BB+
Corporate Credit  Rating, Negative)  is the leading processor and
marketer of fresh pork and processed meats in the United States,
as well as the largest producer of hogs.  For more information,
please visit http://www.smithfieldfoods.com/


SMTC CORP: Sets 4th Quarter Results Teleconference for March 10
---------------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX) (TSX: SMX), a global electronics
manufacturing services (EMS) provider, has scheduled its
fourth quarter results teleconference.

The teleconference will be held on March 10, 2004 at 5:30 PM EST.
Those wishing to listen to the teleconference should access the
webcast at the investor relations section of SMTC's Web site at
http://www.smtc.com/

A rebroadcast of the webcast will be available on SMTC's website
following the teleconference.

Participants should assure that they have a current version of
Microsoft Windows Media Player before accessing the webcast.

Members of the investment community wishing to ask questions
during the teleconference may access the teleconference by dialing
416-640-4127 or 1-800-814-4859 ten minutes prior to the scheduled
start time. A rebroadcast will be available following the
teleconference by dialing 416-640-1917 or 1-877-289-8525, pass
code 21040688 followed by the pound key.

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness interconnect,
high precision enclosures, system integration and test,
comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC is a public company
incorporated in Delaware with its shares traded on the Nasdaq
National Market System under the symbol SMTX and on The Toronto
Stock Exchange under the symbol SMX. For more information about
the Company, visit SMTC's web site at http://www.smtc.com/

The company's Sept. 28, 2004, balance sheet is upside-down by $19
million.


SOLUTIA INC: PPG Asks Court Permission to Set Off Mutual Debts
--------------------------------------------------------------
PPG Industries, Inc., as the Solutia, Inc. Debtors' 22nd largest
unsecured creditor, holds a $1,209,213 unsecured claim.  John J.
Winter, Esq., at Harvey, Pennington, Cabot, Griffith & Renneisen,
Ltd., in Philadelphia, Pennsylvania, tells Judge Beatty that PPG
is a custom manufacturing producer involved with a wide variety of
products, including the production of high-quality
chlorine/caustic soda, which the Debtors use in a number of their
own product lines used in the manufacture and repair of
automobiles.

PPG entered into a Chlorine/Caustic Soda Sales Agreement with the
Debtors, which provided for a two-year term beginning
January 1, 2003 and ending on December 31, 2004.  The Chemicals
Contract requires:

   -- the Debtors to provide, in advance, their prospective
      requirements for Chemicals;

   -- PPG to manufacture and deliver the Chemicals to the
      Debtors;

   -- the Debtors to accept and purchase Chemicals conforming to
      the Contract upon receipt; and

   -- the Debtors to pay PPG for the Chemicals thus accepted and
      received.

Similarly, PPG and the Debtors entered into a Materials Purchase
Order, which required the Debtors to sell and PPG to purchase
certain laminate films and other materials.

In accordance with the Chemicals Contract, PPG sold Chemicals to
the Debtors for which it issued prepetition invoices.  The
Chemicals Invoices remaining outstanding as of the Petition Date
totaled $1,209,213, as scheduled by the Debtors.  The Materials
Invoices remaining outstanding as of the Petition Date is at
least $814,242.

According to Mr. Winter, the Chemicals Invoices and the Materials
Invoices are held by and between the same parties, standing in
the same capacity with respect to each other, and PPG desires to
set off the mutual obligations.

In addition to shipments represented by the Chemicals Invoices,
PPG had shipped one barge of Chemicals to the Debtors 10 days
prior to the Petition Date, under Invoice No. 1204015, for
$178,418.  The Chemicals shipment arrived at the Debtors' plant
immediately before the Petition Date, on December 16, 2003.  PPG
sent a Reclamation Notice, which was actually received by the
Debtors on December 19, 2003.  PPG asserts an administrative
priority claim for the shipment.

Mr. Winter says that PPG considers itself to be a "Critical
Vendor" in that its ability to timely ship Chemicals in the
quantities, and in the grade required, are so critical to the
Debtors' ability to service its own customers, that it would
severely disrupt the Debtors' business if PPG ceased or
interrupted the shipments.  In fact, as of the Petition Date, PPG
had commenced, but not physically completed, certain deliveries
of Chemicals to the Debtors consisting of an entire barge-load of
Chemicals, each with an invoice price similar to that of the
Reclaimed Goods.  Because it has not been paid for a significant
amount of goods previously shipped to the Debtors -- roughly
$1,200,000 worth -- PPG had every right as a reclaiming seller to
stop further shipments of additional Goods to the Debtors, even
if they were en route.

However, in determining whether or not to stop shipments en route
or withhold further shipments, PPG carefully monitored the
initial developments in the Debtors' bankruptcy case to make an
informed decision.  PPG observed that the DIP Financing Motion
was granted on an interim basis by a Court Order entered on
December 19, 2003.  This was a significant development because,
according to the DIP Financing Motion, the bankruptcy was
necessitated by a liquidity crisis, as a result of which the
Debtors have had virtually no available cash to meet ongoing
obligations they must incur to run their businesses.  The Debtors
urgently need bank credit to purchase raw materials and
inventory, maintain their manufacturing and distribution systems,
and to pay their employees.  Postpetition financing is needed to
avoid severe tightening or elimination of trade credit, damaged
relationships with trade suppliers, delayed deliveries and
cancelled sales, lost employees, and impairment of the value of
the Debtors' businesses.  Thus, it appeared, that the granting of
the DIP Financing was to enable the Debtors to promptly pay their
trade creditors.

Mr. Winter recalls that on December 17, 2003, the Debtors sought
to pay postpetition suppliers in the ordinary course of business,
and to secure their obligations with administrative priority
claims.  The Debtors requested discretionary authority to pay
undisputed claims for postpetition shipments, and to protect the
Suppliers with first administrative expense priority, for efforts
in preserving the estate, as authorized by Section 503(b)(1)(A)
of the Bankruptcy Code.  Furthermore, it was suggested that the
Debtors have enough cash on hand, as well as cash availability
resulting from the DIP Financing, that they can timely make all
payments.

On December 17, 2003, the Debtors also sought to pay prepetition
claims of critical trade vendors.  In the ordinary course of
business, the Debtors rely on third parties to supply goods,
materials and services without which the Debtors' business either
simply could not operate or would operate at prohibitively
reduced profitability.  Specifically, these vendors:

   (i) provide either "single source" goods or other goods and
       services that are essential to the Debtors' operations and
       that cannot be obtained elsewhere or that cannot be
       replaced except at exorbitant additional cost or excessive
       delay; and

  (ii) do not have long-term supply contracts with the Debtors
       such that they could be compelled to continue providing
       goods and services to the Debtors postpetition.

Mr. Winter states that based on the developments, PPG determined
to continue to ship Chemicals to the Debtors, but only until it
could be promptly determined how it would be treated in
accordance with the Supplier Order and the Critical Vendor Order.
As of December 30, 2003, PPG has, in fact, continued to release
additional barge-loads of Chemicals to the Debtors.  In light of
its cooperation with the Debtors' efforts to conduct "business as
usual," PPG feels that the Debtors' failure to make firm
commitments to PPG for payment of shipments is unfair and an
inequitable treatment by an otherwise valued business partner.
PPG, therefore, believes that unless and until its Chemicals
Contract is affirmatively assumed, and its prepetition defaults
cured, it will remain in legal limbo with respect to these
payments.

Moreover, PPG runs a significant risk of extending "open-ended
credit" to the Debtors beyond their estate's ultimate ability to
fully pay administrative expenses.  PPG is unwilling to incur an
open-ended liability as the one-sided obligation to indefinitely
ship chemicals to the Debtors, without adequate assurance of it
being fully paid for all Chemicals shipped to date, or to be
shipped in the future.

PPG believes that being permitted to effect set-off, combined
with the prompt payment of postpetition invoices, provides a
significant portion, although not necessarily all, of the
adequate assurance it needs to continue in its relationship as a
supplier of Chemicals to the Debtors.

Mr. Winter contends that PPG is entitled to set off the amounts
it owes to the Debtors under the Materials Invoices against the
amounts the Debtors owe to it under the Chemicals Invoices.
Accordingly, PPG asks the Court to:

    (i) modify the automatic stay to enable PPG to effect a
        set-off; and

   (ii) authorize PPG to effect the set-off. (Solutia Bankruptcy
   News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
   215/945-7000)


SOUTHWEST RECREATIONAL: Creditors to Convene on April 22, 2004
--------------------------------------------------------------
The United States Trustee will convene a meeting of Southwest
Recreational Industries, Inc.'s creditors at 12:00 p.m., on April
22, 2004, in The Forum Room 1-D at 2 Government Plaza, Rome,
Georgia. 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 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.


STOLT-NIELSEN: Sells 2 Million Shares in Stolt Offshore
-------------------------------------------------------
Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI)
announced the sale of two million shares of Stolt Offshore S.A.
(SOSA).

The shares were sold at the market price of 24 Norwegian Kroner
per share (approximately $3.46 per share at current exchange
rates).

SNSA, through its wholly owned subsidiary, Stolt-Nielsen
Transportation Group (SNTG), retains approximately a 41 percent
economic and voting interest in Stolt Offshore. SNSA expects that,
assuming no other changes to SOSA's share capital, its ownership
interest in SOSA will increase, but remain below 50 percent
following both the completion of SOSA's previously announced plans
to raise up to $50 million in a subsequent equity issue and the
conversion of $50 million of subordinated debt owed to SNSA by
SOSA into 22.7 million SOSA Common Shares. Upon completion of
these actions, SNSA expects to have an approximately 43 percent
ownership interest in SOSA.

"We can now deconsolidate SOSA for financial reporting purposes.
This will simplify SNSA's balance sheet and allow us to achieve
compliance with the financial covenants contained in our original
borrowing arrangements with our primary creditors," said Niels G.
Stolt-Nielsen, Chief Executive Officer of SNSA. "We will continue
working closely with our primary lenders."

               About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through its
parcel tanker, tank container, terminal, rail and barge services,
provides integrated transportation for its customers. The Company
also owns 41 percent of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo
Stock Exchange: STO), which is a leading offshore contractor to
the oil and gas industry. Stolt Offshore specializes in providing
technologically sophisticated offshore and subsea engineering,
flowline and pipeline lay, construction, inspection, and
maintenance services. Stolt Sea Farm, wholly-owned by the Company,
produces and markets high quality Atlantic salmon, salmon trout,
turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia.

                      *    *    *

As reported in the December 30, 2003 edition of the Troubled
Company Reporter, Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock
Exchange: SNI) announced that its primary lenders agreed to extend
the waivers of covenant defaults granted by the lenders until May
21, 2004.

SNSA also reported that it will pay down its $160 million
revolving credit facility by $20 million on February 29, 2004, and
that the Company has received an extension on repayment of the
remaining $140 million until May 21, 2004.

The waiver extensions provide SNSA with increased flexibility on
the debt-to-tangible-net-worth covenant during the waiver period,
setting the ratio at 2.75-to-1 at November 30, 2003, and 2.65-to-1
at February 29, 2004. SNSA must also maintain a specified minimum
tangible net worth level. Pursuant to the waiver terms, SNSA will
develop a financial restructuring plan with its lenders by
March 31, 2004. Additionally, the waivers call for improvements in
SNSA's liquidity during the waiver period through dispositions or
capital-raising initiatives, and oblige SNSA to work with its
lenders to provide available collateral to unsecured or
under-secured lenders during the waiver period.


STOLT-NIELSEN: 2003 Year-End Net Loss Triples to $315.9 Million
---------------------------------------------------------------
Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI)
reported results for the fourth quarter and the year ended
November 30, 2003. Net loss for the fourth quarter was $216.3
million, or $3.94 per Common share, on net operating revenue of
$684.2 million, compared with a net loss of $101.1 million, or
$1.84 per share, on net operating revenue of $827.7 million for
the same quarter in 2002. The basic weighted average number of
shares outstanding for the fourth quarter of 2003 and 2002 was
54.9 million.

Net loss for the year ended November 30, 2003 was $315.9 million,
or $5.75 per Common share, on net operating revenue of $3,017.6
million, compared with a net loss of $102.8 million, or $1.87 per
share, on net operating revenue of $2,908.1 million for the same
period in 2002. The basic weighted average number of shares
outstanding for fiscal 2003 and 2002 was 54.9 million.

"Fiscal 2003 was a difficult and frustrating year for SNSA," said
Niels G. Stolt-Nielsen, Chief Executive Officer. "I am glad it is
over. Over the last six months, SNSA has raised over $210 million
in liquidity and reduced its indebtedness by over $187 million,
while at the same time negotiating three short-term waivers and
one conditional longer-term waiver with our lenders. In January we
successfully completed a $104 million private placement of the 7.7
million Common shares we held in treasury. We are pleased and
encouraged by the strong support our company has in the capital
markets. Since July, we have also raised over $100 million via
sale/leaseback transactions and the sales of non-strategic assets.

"In Stolt Offshore (SOSA) the new management, headed by Mr. Tom
Ehret, has been working very hard to limit the losses on the
unfortunate "legacy" contracts, which have caused us much damage,
and to reorganize and re-focus SOSA, reduce workforce and
restructure senior management with new appointees. Still, SOSA
reported a loss of $416.4 million for the year after $183.1
million write down of assets.

"SOSA, has commenced a process which, when completed in the second
quarter this year, will increase its shareholders' equity by $200
million and provide $100 million of performance bonds from certain
of its banks. Of this, $100 million equity is now in place as well
as the performance bonds. SNSA has agreed to convert its
subordinated $50 million loan to SOSA, into equity at the same
terms as the new equity, and SOSA will do a subsequent issue of
$50 million to existing shareholders who did not participate in
the first issue. SNSA has as part of this process agreed to
convert its 34 million SOSA Class B shares into 17 million SOSA
Common shares.

As a result of the actions taken by the two companies in recent
months, SOSA will shortly be deconsolidated for financial
reporting purposes from SNSA, and as a result SNSA expects to be
in compliance with the financial covenants in its original
borrowing arrangements. SNSA continues to work closely with its
primary lenders.

          Stolt-Nielsen Transportation Group (SNTG)

"For the full year, SNTG reported income from operations of $83.8
million in 2003, compared with $123.8 million in 2002.

"SNTG's parcel tanker division's income from operations in 2003
was $65.3 million, compared with $92.8 million in 2002. The 2003
figure includes $15.5 million of costs related to the legal issues
in SNTG and $7.5 million of costs for the wind-up of SNTG's U.S.
flag joint venture. The remaining $4.5 million of the decline in
income from operations was attributable to higher bunker costs and
a weaker U.S. dollar in 2003. For the year, the Stolt Tanker Joint
Service Sailed-in Time Charter Index was 5% lower in 2003 versus
2002.

"As a result of the overall pickup in global economic conditions,
the spot market is now strong, with rates rising on average some
25% on major trade lanes. An industry order book for parcel tanker
newbuildings of only 12.5% of the core competitive existing fleet,
combined with a continued recovery in the global economies, should
bode well for an improvement in SNTG's results going forward.

"SNTG's tank containers division delivered slightly weaker results
in 2003, with income from operations of $18.7 million in 2003
versus $21.7 million in 2002. The decline was almost exclusively
due to higher administrative and general costs, partially as a
result of a weaker U.S. dollar. Business operations remained
strong, with gross profit rising to $45.8 million in 2003 from
$43.8 million in 2002. Shipments rose 12% and utilization set a
new record, improving from 75.8% in 2002 to 79.2% in 2003.
Utilization is expected to remain high in 2004, along with a 6% to
8% increase in volumes.

"Income from operations for SNTG's terminal division was $7.3
million in 2003 compared with $18.9 million in 2002. The 2003
results included an impairment charge of $10.4 million on the
anticipated sale of SNTG's interest in Dovechem terminals. A sale
of this interest was negotiated in November and completed in
December of 2003. Adjusting for this loss, the results were
broadly similar, with high utilization at all owned terminals.
Increased income from operations at the wholly owned terminals was
offset by reduced profits in the Asian joint-ventures. We added
new capacity in Houston, Braithwaite, and Santos and have begun to
develop plans for the phase III expansion at Braithwaite, for
which we have strong leads for several potential customers.

               Stolt Offshore (SOSA)

"Consistent with expectations, SOSA reported a net loss, before
minority interest, for the full year of $416.4 million, compared
with a net loss of $151.9 million in 2002.

"Operationally, the focus for SOSA this year has been the
completion or near completion of several major loss-making legacy
contracts and the implementation of new project tendering and
management disciplines to prevent such problems from reoccurring
in the future.

"The year ended on an upbeat note when SOSA was awarded a $280
million contract for the installation of the first half of the
Ormen Lange pipeline, to be the largest in the world on
completion. The contract includes an option in 2006 for the
remainder of the installation. In the first quarter of 2004, SOSA
was awarded the largest deepwater contract in its history from BP
and Sonangol. The Greater Plutonio contract, for offshore work in
Angola, was valued at $730 million, with $550 million representing
Stolt Offshore's share. SOSA's backlog now stands at $849 million,
of which $556 million is for fiscal 2004.

               Stolt Sea Farm (SSF)

"For the full year, SSF reported a loss from operations of $63.6
million, compared with the loss from operations of $20.0 million
reported in 2002. SSF took provisions in the fourth quarter of
2003 to reflect the impairment of certain tangible and intangible
assets. We have made further provisions against inventories in
several of our businesses around the world, especially in Japan
where the markets for several of the species we sell have been
soft and are showing few signs of improvement. We also had a loss
in Japan due to fraud. We are addressing this situation by a
number of actions including putting in place a new management team
and improving controls.

"Our re-organized sales and marketing function in the Americas and
Europe continues to develop and improve its profitability. Salmon
pricing in Europe in the fourth quarter showed signs of greater
strength than earlier in the year, with prices up 20% on average
over the previous quarter. Salmon prices in North America remain
at acceptable levels.

"In Asia, we expect to regain profitability in Japan after last
year's setback.

"Our turbot operations in Iberia continued to post solid results,
and we are looking forward to the commissioning of our new turbot
facility in Vilano, Spain in the first half of 2004.

                         Outlook

"Looking ahead, we are confident about the prospects for growth in
earnings at SNTG, driven by improving global economic conditions,
robust trade to China, the rebounding chemical industry, and a
relatively small order book for new buildings. The outlook for SSF
also looks good, as the long- anticipated recovery of salmon
prices in Europe finally appears to have arrived. At SOSA, the
business has been focused and streamlined. The key going forward
will be turning contracts into profits. We expect the financial
recovery to fully manifest itself in 2005," Mr. Stolt-Nielsen
concluded.

                About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through its
parcel tanker, tank container, terminal, rail and barge services,
provides integrated transportation for its customers. The Company
also owns 42.6 percent of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo
Stock Exchange: STO), which is a leading offshore contractor to
the oil and gas industry. Stolt Offshore specializes in providing
technologically sophisticated offshore and subsea engineering,
flowline and pipeline lay, construction, inspection, and
maintenance services. Stolt Sea Farm, wholly-owned by the Company,
produces and markets high quality Atlantic salmon, salmon trout,
turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia.

                      *    *    *

As reported in the December 30, 2003 edition of the Troubled
Company Reporter, Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock
Exchange: SNI) announced that its primary lenders agreed to extend
the waivers of covenant defaults granted by the lenders until May
21, 2004.

SNSA also reported that it will pay down its $160 million
revolving credit facility by $20 million on February 29, 2004, and
that the Company has received an extension on repayment of the
remaining $140 million until May 21, 2004.

The waiver extensions provide SNSA with increased flexibility on
the debt-to-tangible-net-worth covenant during the waiver period,
setting the ratio at 2.75-to-1 at November 30, 2003, and 2.65-to-1
at February 29, 2004. SNSA must also maintain a specified minimum
tangible net worth level. Pursuant to the waiver terms, SNSA will
develop a financial restructuring plan with its lenders by
March 31, 2004. Additionally, the waivers call for improvements in
SNSA's liquidity during the waiver period through dispositions or
capital-raising initiatives, and oblige SNSA to work with its
lenders to provide available collateral to unsecured or
under-secured lenders during the waiver period.


STOLT OFFSHORE: Sells ROV Drill Support Business for $48 Million
----------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO) had
closed the sale of its ROV drill support business to Oceaneering
International, Inc. (NYSE: OII) for $48 million. This sale will
realise approximately $43 million in cash to Stolt Offshore after
minority interests and transaction costs.

Tom Ehret, Chief Executive Officer of Stolt Offshore S.A., said,
"The significance of the disposal of the ROV business goes beyond
the cash resources it brings into the Group. Having re-designed
and restructured Stolt Offshore in 2003, we have commenced re-
orienting our asset base to fit our target markets and required
operating cost profile."

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas.

                         *    *    *

As reported in Troubled Company Reporter's January 2, 2004
edition, Stolt Offshore S.A. obtained an extension from
December 15, 2003 until April 30, 2004 of the waiver of banking
covenants.

Stolt Offshore continues discussions with its lenders towards a
long-term agreement.


STORAGE ENGINE: Files Voluntary Chapter 11 Petition in New Jersey
-----------------------------------------------------------------
Storage Engine, Inc. (OTCBB: SENG) a provider of fault tolerant
information systems, data storage and document imaging solutions,
along with all of its subsidiaries, has voluntarily filed for
protection under Chapter 11 of the U.S. Bankruptcy Code with the
U.S. Bankruptcy Court for the District of New Jersey.

The Company intends to utilize the Chapter 11 process to
reorganize its business and re-emerge shortly from this process,
while continuing to provide service to its business customers and
potential customers.

The Company emphasized that this Chapter 11 filing will not impact
day-to-day operations with regard to its employees, customers and
general business operations. Several non-essential employee
positions have been eliminated.

"While this was a very difficult decision to make, given the
current circumstances, we determined that we needed to take
decisive action for our employees, customers and creditors, to
maximize the value of our business," said a Company spokesman.

               About Storage Engine, Inc. (SEI)

Storage Engine (SEI) is a provider of cost effective data storage
solutions, and document imaging solutions for departments and
enterprises that serve a wide range of business and government
markets along with a wide range of other services to enable the
capture, tracking, storing, sharing and utilization of information
assets cost effectively.


STORAGE ENGINE: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Storage Engine, Inc.
        1 Shelia Drive
        Tinton Falls, New Jersey 07724

Bankruptcy Case No.: 04-16727

Type of Business: The Debtor provides document imaging and fault-
                  tolerant data storage solutions that store,
                  protect and manage and replicate data in complex
                  networks. See http://www.storeengine.com/

Chapter 11 Petition Date: March 1, 2004

Court: District of New Jersey (Trenton)

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: 732-223-8484

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 21 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
Skadden, Arps, Slate, Meagher Flom LLP        $41,404

Hale & Dorr LLP                               $40,297

Option One                                     $7,852

Granite Coast Tech LLC                         $7,020

Spectra Logic                                  $5,777

CHE Consulting Inc.                            $4,760

Gorilla Circuits Inc.                          $4,618

Circuit Assembly                               $3,919

McLaughlin Gelson LLC                          $3,689

RRJ Co Inc.                                    $3,150

Anacomp Inc.                                   $2,752

American Stock Trans & Trust                   $2,250

Pelco Inc.                                     $1,663

Coverall of Northern NJ Inc.                   $1,537

Dell Marketing LP                              $1,350

George H. Swatek, Inc.                         $1,210

Mckinstry, Susan                               $1,035

Ayaya Inc.                                       $930

Bell Microproducts Inc.                           $72

Sara M. Bloom, Asst                                $0

Dynamics Research Corporation                      $0


UAL CORP: Bankruptcy Court Appoints Ross Silverman As Examiner
--------------------------------------------------------------
Bankruptcy court Judge Eugene Wedoff approved the appointment of
Ross O. Silverman as the examiner to investigate United's plan to
change retiree medical benefits for workers who retired before
July 1, 2003.

United Airlines flight attendants, represented by the Association
of Flight Attendants-CWA, AFL-CIO, and supported by the
International Association of Machinists and Aircraft Mechanics
Fraternal Association in court, contend United intentionally
misled thousands of workers into ending their careers or retiring
early, defrauding them out of their retirement benefits.

The bio of Ross O. Silverman on his law firm website, Katten,
Muchin, Zavis, and Rosenman explains that he "concentrates his
practice on white collar criminal defense, insurance fraud related
litigation, and civil as well as criminal tax litigation. Before
joining the Firm, Mr. Silverman was a Trial Attorney for the
Criminal Section of the Tax Division at the United States Justice
Department for two and a half years and an Assistant United States
Attorney in Chicago for four years."

"We are encouraged with the appointment of Mr. Silverman and the
experience he brings to this important investigation," said United
Master Executive Council President Greg Davidowitch. "The
thousands of employees who have sacrificed billions of dollars
annually to see United succeed deserve to know whether their
concessions were made in good faith. We look forward to working
with Mr. Silverman and his team to thoroughly examine the facts of
this issue."

The court requires that Mr. Silverman report his findings to the
bankruptcy court by March 19. The scope of the investigation aims
to determine if United decided to use the bankruptcy code to
pursue changes to retiree medical benefits prior to July 1, 2003.
This date was significant because United established it as the
deadline by which an employee would have to retire to secure less
costly and more comprehensive medical benefits. United had not
notified retirees that it intended to use the bankruptcy code to
pursue changes to these benefits prior to that date. These changes
would force retirees to pay hundreds of dollars more per month of
their modest pensions just to continue reduced health insurance.

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


UNITED AIRLINES: Asks Court to Okay ESOP Committee Stipulation
--------------------------------------------------------------
United Airlines Inc., and its debtor-affiliates ask Judge Wedoff
to approve a stipulation with the members of the UAL Corporation
Employee Stock Ownership Plan -- Craig Musa, Donald Clements,
Barry Wilson, Doug Walsh, Marty Torres, Ira Levy, Lynn Hughitt,
and William Hobgood -- and the ESOP Plan Committee.

On February 28, 2003, a complaint entitled Summers v. UAL
Corporation Employee Stock Ownership Plan was filed before the
United States District Court for the Northern District of
Illinois, Case No. 03 C 1537.  The suit seeks $2 billion in
damages against the ESOP Committee and the ESOP Members.

The ESOP Committee and the ESOP Members filed proofs of claim
against UAL seeking indemnification for $2 billion each, alleging
contingent and unliquidated damages arising out of performance of
their duties on the ESOP Committee.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, says that based on the redundancy of the Member Claims
and the Committee Claims, the Parties agree to enter into a
stipulation that consolidates the Claims into a single Claim.
The salient terms of the Stipulation are:

   (a) Member Claim Nos. 38745, 34193, 35431, 36638, 3641, 36499,
       43315 and 37725 will be withdrawn with prejudice and
       deemed disallowed; and

   (b) Committee Claim No. 35437 will constitute a claim on
       behalf of the ESOP Committee and all current, former and
       future members.  Any ESOP Member is entitled to seek
       allowance of any Committee Claim in the event the ESOP
       Member incurs expenses that are not reimbursed or relates
       to this litigation or performance of duties on the ESOP
       Committee.

Mr. Sprayregen assures the Court that the Stipulation will
benefit the estates because it reduces the total claims filed by
ESOP Members and the ESOP Committee by $14 billion.  In exchange,
the Debtors have not waived any right to object to the remaining
Committee Claim. (United Airlines Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


US DATAWORKS: Will Present at RedChip Investor Conference Tomorrow
------------------------------------------------------------------
US Dataworks Inc (Amex: UDW) announces the following Webcast:

    What:     UDW Presentation at RedChip Resources and Moors &
              Cabot's Small-Cap Investor Conference

    When:     03/03/04 @ 9:00 a.m. Pacific

    Where: http://www.firstcallevents.com/service/ajwz400924122gf12.html

    How:      Live over the Internet -- Simply log on to the web
              at the address above.

    Contact:  John Figone
              Investor Relations
              713-934-3855 ext. 250
              jfigone@usdataworks.com

US Dataworks is a developer of payment processing software,
focused on the Financial Services market, Federal, State and local
governments, billers and retailers. Software developed by US
Dataworks is designed to enable organizations to transition from
traditional paper-based payment and billing processes to
electronic solutions that automate end-to-end processes for
accepting and clearing checks.

                      *    *    *

In its latest Form 10Q filed with the Securities and Exchange
Commission, US Dataworks reports:

               LIQUIDITY AND CAPITAL RESOURCES

CASH AND CASH EQUIVALENTS

"We have incurred significant losses and negative cash flows from
operations for the last two fiscal years. We have obtained our
required cash resources through the sale of debt and equity
securities. We may not operate profitably in the future and may be
required to continue the sale of debt and equity securities to
finance our operations.

"Cash and cash equivalents increased by $1,912,306 to $1,920,870
at December 31, 2003 from $8,564 at March 31, 2003. Cash used for
operating activities was $2,666,912 in the nine months ended
December 31, 2003 compared to $1,173,194 to the same period in the
prior year. Net loss from continuing operations reduced cash by
$6,744,688 and $1,846,085 in the nine months ended December 31,
2003 and 2002, respectively.

CASH USED FOR INVESTING ACTIVITIES

"Cash used for investing activities of $62,304 and $87,435 in the
nine months ended December 31, 2003 and December 31, 2002,
respectively, was due to equipment purchases, and in the nine
months ended December 31, 2002 we repaid our affiliates $54,506.

FINANCING ACTIVITIES

"Financing activities provided net cash of $4,641,522 in the nine
months ended December 31, 2003 and included the issuance of
$2,190,000 in convertible promissory notes. In addition, we
received a gross aggregate of $4,225,000 pursuant to the sale of
1,825,000 shares of our common stock for a purchase price of
$3,650,000 and a $575,000 debenture, due October 2, 2004, with
interest at 1%, which may be converted into 287,500 shares of our
common stock. The common stock and the debenture were sold with
warrants to purchase 1,056,250 shares of our common stock at an
exercise price of $2 per share. The gross proceeds were reduced by
approximately $245,000 of issuance costs related to this
financing.

"Financing activities provided net cash of $1,323,062 for the nine
months ended December 31, 2002 and included the issuance of
$210,700 in promissory notes, $702,500 in convertible promissory
notes and $830,000 in demand promissory notes due to a related
party.

"We recognize the need for the infusion of additional cash to
sustain our operations and are actively pursuing financing
options. However, there can be no assurance that we will be able
to raise additional funds on favorable terms or at all.

"In addition, we may wish to pursue possible acquisitions of, or
investments in businesses, technologies or products complementary
to ours in order to expand our geographic presence, broaden our
product offerings and achieve operating efficiencies. We may not
have sufficient liquidity, or we may be unable to obtain
additional financing on favorable terms or at all, in order to
finance such an acquisition or investment. We are not currently in
negotiations for any specific acquisition or investment.

"We believe we currently have adequate cash to fund anticipated
cash needs for at least the next six months. An adverse business
or legal development may also require us to raise additional
financing sooner than anticipated. We recognize that we may be
required to raise such additional capital, at times and in
amounts, which are uncertain, especially under the current capital
market conditions. If we are unable to acquire additional capital
or are required to raise it on terms that are less satisfactory
than we desire, it may have a material adverse effect on our
financial condition. If necessary, we may be required to consider
curtailing our operations significantly or to seek arrangements
with strategic partners or other parties that may require us to
relinquish significant rights to products, technologies or
markets. In the event we raise additional equity financings, these
financings may result in dilution to existing stockholders.

"As of December 31, 2003, our accumulated deficit was $39,489,219.
Our auditors have included an explanatory paragraph in their
Independent Auditor's Report included in our audited financial
statements for the years ended March 31, 2003 and 2002 filed with
our annual report on Form 10-KSB/A for fiscal year ended March 31,
2003, to the effect that our loss from operations for the year
ended March 31, 2003, and the accumulated deficit at March 31,
2003 raise substantial doubt about our ability to continue as a
going concern."


VALHI INC: Reports Improved Fourth Quarter & FY 2003 Results
------------------------------------------------------------
Valhi, Inc. (NYSE: VHI) reported net income of $10.7 million, or
$.09 per diluted share, in the fourth quarter of 2003 compared to
$5.6 million, or $.05 per diluted share, in the fourth quarter of
2002. For the full year of 2003, the Company reported income
before cumulative effect of a change in accounting principle of
$38.9 million, or $.32 per diluted share, compared to income of
$1.2 million, or $.01 per diluted share, for 2002.

Chemicals sales and operating income increased in 2003 compared to
the same periods of 2002 due primarily to higher sales and
production volumes for titanium dioxide pigments ("TiO2"), and
higher average TiO2 selling prices in the year-to-date period.
Excluding the effect of fluctuations in the value of the U.S.
dollar relative to other currencies, Kronos' average TiO2 selling
prices in billing currencies in the fourth quarter of 2003 were 2%
lower than the fourth quarter of 2002, but were 3% higher in 2003
compared to 2002. Expressed in U.S. dollars computed using actual
foreign currency exchange rates prevailing during the periods,
Kronos' average TiO2 selling prices in the fourth quarter of 2003
were 8% higher than the fourth quarter of 2002, and were 13%
higher in 2003 compared to 2002.

Kronos' TiO2 sales volumes in the fourth quarter of 2003 increased
9% compared to the fourth quarter of 2002, with substantially all
of the increase occurring in the European and export markets.
Kronos' TiO2 sales volumes in 2003 were 2% higher than 2002.
Kronos' TiO2 production volumes in the fourth quarter of 2003 were
14% higher than the fourth quarter of 2002, and were 8% higher for
the full year, with operating rates at near capacity in all
periods presented. Kronos' sales and production volumes in 2003
were new records.

Component products sales were higher in 2003 compared to the same
periods in 2002 due primarily to the favorable effect of
fluctuations in foreign currency exchange rates. Fluctuations in
the value of the U.S. dollar relative to other currencies
increased component products sales by $2.6 million in the fourth
quarter of 2003 as compared to the fourth quarter of 2002, and
increased sales by $8.9 million for the full year. The favorable
effect of fluctuations in foreign currency exchange rates is
primarily due to the weakening of the U.S. dollar in relation to
the Canadian dollar and the euro. In addition to the favorable
impact of changes in foreign currency exchange rates, component
products sales increased in the 2003 periods due to the net
effects of higher sales volumes of security products, higher sales
volumes of slide products to North American markets, lower sales
volumes of ergonomic products and lower sales volumes of precision
slide products to the European market.

Despite the favorable effect of fluctuations in foreign currency
exchange rates on component products sales, such fluctuations
unfavorably impacted component products operating income by $1.2
million and $3.8 million in the fourth quarter and full year of
2003, respectively, as compared to the same periods in 2002. Such
unfavorable impact is due primarily to CompX's Canadian
operations, where a majority of its sales are denominated in U.S.
dollars while the majority of its expenses are denominated in
Canadian dollars. Component products operating income comparisons
were also affected by (i) a $3.3 million restructuring charge in
the third quarter of 2003 associated with the implementation of
certain headcount reductions in CompX's Netherlands operations,
(ii) $3.5 million of charges in the fourth quarter of 2002 related
to the retooling of one of CompX's manufacturing facilities and
inventory- related charges and (iii) the favorable impact in 2003
resulting from the retooling of one of CompX's facilities in 2002.

Waste management sales declined in 2003, and its operating loss
increased, due to continued weak demand for waste management
services as well as costs incurred in 2003 related to certain
licensing and permitting activities.

TIMET's sales increased from $85.0 million in the fourth quarter
of 2002 to $100.6 million in the fourth quarter of 2003, and
increased from $366.5 million to $385.3 million for the full year.
TIMET's operating results improved from an operating loss of $4.8
million in the fourth quarter of 2002 to operating income of $14.3
million in the 2003 period, and increased from an operating loss
of $20.8 million in calendar 2002 to operating income of $5.4
million in 2003. The improvement in TIMET's results in the fourth
quarter of 2003 were due in part to a 16% increase in sales
volumes of mill products and a 143% increase in sales volumes of
melted products (ingot and slab), partially offset by a 7%
decrease in mill product average selling prices (which was
mitigated by the weakening of the U.S. dollar in relation to the
British pound sterling and the euro) and changes in product mix.
The improvement in TIMET's year-to-date results was due in part to
a 97% increase in melted product sales volumes, changes in product
mix and the relative changes in foreign currency exchange rates,
partially offset by a 16% decrease in melted product average
selling prices.

TIMET's operating results also improved in 2003 due in part to
relative changes in TIMET's LIFO inventory reserves, which
favorably impacted TIMET's operating income by $9.2 million and
$20.7 million in the fourth quarter and full year of 2003,
respectively, as compared to the same periods in 2002. TIMET's
results in 2003 also include a $6.8 million third quarter charge
related to the termination of TIMET's purchase and sales agreement
with Wyman- Gordon Company. The Company's equity in losses of
TIMET in 2002 includes (i) a third quarter impairment provision of
$15.7 million ($8.0 million, or $.07 per diluted share, net of
income tax benefit and minority interest) related to an other than
temporary decline in value of the Company's investment in TIMET
and (ii) a $10.6 million first quarter charge ($5.4 million, or
$.05 per diluted share, net of income tax benefit and minority
interest) related to TIMET's impairment for an other than
temporary decline in value of certain preferred securities held by
TIMET.

General corporate expenses were higher in calendar 2003 compared
to 2002 due primarily to higher environmental expense accruals of
NL related principally to one formerly-owned site for which the
remediation process is expected to occur over the next several
years. The legal settlement gains in both 2002 and 2003 (which
aggregated $1.5 million, or $.01 per diluted share, net of income
taxes and minority interest in the fourth quarter of 2002 and $2.7
million, or $.02 per diluted share, in calendar 2002) related to
legal settlements with certain of NL's former insurance carriers.
The foreign currency transaction gain in 2002 ($4.7 million, or
$.04 per diluted share, net of income taxes and minority interest)
related principally to the second quarter extinguishment of
certain intercompany indebtedness of NL.

The gain on the disposal of fixed assets, which aggregated $5.7
million, or $.05 per diluted share, net of income taxes and
minority interest in calendar 2003 ($1.0 million, or $.01 per
diluted share, in the fourth quarter), related primarily to the
sale of certain real property of NL not associated with Kronos'
TiO2 operations. Securities transactions gains in the 2002
periods, which aggregated $4.2 million, or $.04 per diluted share,
net of income taxes in 2002 ($2.9 million, or $.03 per diluted
share, in the fourth quarter) related to the disposal of certain
marketable securities.

The Company recognized a $24.6 million income tax benefit in 2003
($20.8 million, or $.17 per diluted share, net of minority
interest) related to NL's previously-reported second quarter
favorable German court ruling concerning NL's claim for refund
suit. The provision for income taxes in the fourth quarter of 2002
includes a $2.7 million tax benefit ($2.2 million, or $.02 per
diluted share, net of minority interest) related to certain
changes in the Belgian income tax law. The provision for income
taxes in 2002 also varies from the U.S. statutory income tax rate
in part because no income tax was recognized on NL's general
corporate foreign currency transaction gain, as NL offset such
income tax by utilizing certain income tax attributes, the benefit
of which had not previously been recognized.

The cumulative effect of the change in accounting principle in
2003 relates to the Company's adoption of Statement of Financial
Accounting Standards No. 143, Accounting for Asset Retirement
Obligations, effective January 1, 2003. Such change in accounting
relates principally to accounting for closure and post-closure
obligations at the Company's waste management operations.

                       *     *    *

As reported in the Troubled Company Reporter's December 9, 2003
edition, Fitch Ratings has affirmed Valhi, Inc.'s senior secured
credit 'BB-' rating and senior unsecured (implied) 'BB-' rating.
The Rating Outlook remains Stable.

Valhi, Inc. is a holding company with ownership stakes in: NL
Industries, a producer of titanium dioxide pigments; CompX, a
producer of locks and ball bearing slides serving the office
furniture industry; TIMET, a producer of titanium metals products;
and Waste Control Specialists, a provider of hazardous waste
disposal services. Valhi generated over $1.1 billion of sales and
reported EBITDA of approximately $153 million in 2002.


VERITAS DGC: Unsecured Note Issuance Spurs S&P to Affirm Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Veritas
DGC Inc. (BB+\Negative\--) following the company's announcement
that it will refinance a large portion of its secured debt by
issuing new unsecured convertible notes.

The outlook remains negative.

Houston, Texas-based Veritas has about $195 million of outstanding
debt.

"In a privately placed transaction, Veritas is selling up to $155
million of senior unsecured convertible notes priced at three-
month LIBOR less a spread of 0.75%, that will be used to repay up
to $130 million of bank debt that carries an average interest rate
of around 8.5%," noted Standard & Poor's credit analyst Paul B.
Harvey. "As such, Veritas will save about $7 million per year on
interest expense, provided that interest rates are not raised," he
continued.

Although Standard & Poor's is affirming Veritas' ratings, its
ratings outlook remains negative because of few signs that
continued, difficult industry conditions will abate soon. Veritas
reported strong second-quarter results, although much of the
improvement is largely due to strong late sales that may not be
sustainable. Veritas compensates for its participation in a
difficult industry by maintaining moderate financial leverage and
solid liquidity. Total debt to total capital is expected to remain
in the mid-30% area.

The negative outlook on Veritas reflects Standard & Poor's
negative short- to medium-term view of the seismic services
industry and its participants, including Veritas, and the
possibility of negative rating actions if competitive pressures
become more extreme. In addition, Standard & Poor's is concerned
that short-term cash flow gains from reduced multiclient spending
will be more than offset by a longer-term deterioration in
Veritas' asset base, resulting in reduced earnings power and the
ability to service its obligations.


WALKER ISLAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Walker Island Moorings Marina, Ltd.
        3500 Island Moorings Parkway
        Port Aransas, Texas 78373

Bankruptcy Case No.: 04-20127

Chapter 11 Petition Date: February 2, 2004

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Allan L. Potter, Esq.
                  Attorney at Law
                  P.O. Box 3159
                  Corpus Christi, TX 78463
                  Tel: 361-888-8203
                  Fax: 361-888-7788

Total Assets: $3,502,550

Total Debts:  $3,469,358

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Graff Chevrolet Co.           Personal loan              $50,000

Internal Revenue Service      941 2002 3rd quarter,      $34,276
                              941 2002 2nd quarter,
                              2001 3rd quarter,
                              2001 4th quarter,
                              2000 2nd quarter

English Clemons Lamara        Service expenses           $22,512
Clemons

Southwest Service             Service expenses           $14,625

Harris & Greenwell, LLP       Service expenses           $13,666

The Blackburn Insurance       Service expenses           $12,000
Agency

Gexa Energy Corp.             Service expenses           $10,987

Comptroller of Public         Sales Tax June 2000        $10,135
Accounts                      - July 31, 2001

Belaire Environmental, Inc.   Service expenses            $9,692

Law Office of Mithcell        Service expenses            $7,871
Madden

CPL Retail Energy             Utility Services            $4,427

Island Moorings Community     Service expenses            $3,739
Imp. Assoc.

Eagle Construction &          Service expenses            $3,179
Environmental, LP

Tideland Signal Corp.         Service expenses            $2,669

Bracht's Lumber Co. Inc.      Service expenses            $2,246

Bridge Harbor Marina          Service expenses            $1,800

ADT Security Services         Service expenses            $1,117

Port Aransas South Jetty      Service expenses            $1,090

BFI                           Service expenses              $998

Century Tel                   Service expenses              $997


WARNACO GROUP: Bank of Nova Scotia Discloses 7.68% Equity Stake
---------------------------------------------------------------
David Smith, Group Compliance Vice-President of The Bank of Nova
Scotia, reports to the Securities and Exchange Commission that as
of December 31, 2003, The Bank of Nova Scotia, in Toronto,
Ontario, Canada, owns 3,468,400 shares of Warnaco Common Stock,
which represents 7.68% of the Class. (Warnaco Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WELLS FARGO: Fitch Takes Rating Actions on Series 2002-1 Notes
--------------------------------------------------------------
Fitch Ratings has upgraded 1 class and affirmed 5 classes from
Wells Fargo Alternative Loan 2002-1 Trust, Mortgage Asset-Backed
Pass-Through Certificates, Series 2002-1.

Wells Fargo Alternative Loan 2002-1 Trust, Mortgage Asset-Backed
Pass-Through Certificates, Series 2002-1

        --Class A affirmed at 'AAA';
        --Class B-1 upgraded to 'AAA' from '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'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


WORLDCOM INC: Inks Stipulation Resolving Capital Telecom Claim
--------------------------------------------------------------
MCI WorldCom Network Services, Inc. and Capital
Telecommunications, Inc. are parties to a Telecommunications
Services Agreement dated December 13, 1999.  The Services
Agreement was amended twice -- on November 5, 2001 and July 22,
2003.

The Second Amendment is the operative agreement between the
parties.  The Debtors ordered certain services from Capital
Telecom pursuant to the terms of the Second Amendment and Capital
Telecom deployed network equipment and procured network services
to provide services to the Debtors as required by the Second
Amendment.

Before accepting any additional services under the Second
Amendment, the Debtors notified Capital Telecom that they intend
to reject the Services Agreement pursuant to Section 365 of the
Bankruptcy Code.

On October 15, 2003, the Debtors filed a Plan Supplement, which
called for the rejection of the Services Agreement.  Capital
Telecom then asked the Court to compel the Debtors to pay a
$2,940,000 administrative expense claim on account of an alleged
six-month minimum service commitment by the Debtors under the
Second Amendment.

The Debtors objected to the request, contending that Capital
Telecom is not entitled to an administrative expense claim.  To
resolve the dispute and avoid the cost and burden of further
litigation, without admission of liability by any party, the
Debtors and Capital Telecom executed a stipulation, which the
Court approved.

The parties agree that:

   (1) Capital Telecom's administrative expense claim request is
       withdrawn; and

   (2) Capital Telecom will be allowed an administrative expense
       claim for $1,500,000. (Worldcom Bankruptcy News, Issue No.
       48; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ZOOLINK COMMS: Files Notice to Reorganize Under BIA in Canada
-------------------------------------------------------------
ZooLink Corporation (ZLNK: OTCBB) announces that its subsidiary,
ZooLink Communications Ltd., is unable to meet creditor
obligations. ZooLink Communications is in the business of
connectivity; wireless, ADSL, and dial- up. The primary business
of hosting and managed co-location which operate under
i3DataCenters Ltd. and ZooLink Corporation, are not part of this
Notice and these Companies will continue business as usual.

The most recent SEC Filing by ZooLink Corporation, the 10-QSB for
the period ending December 31st, 2003, the MD&A (Management
Discussion and Analysis), stated that during the past quarter, the
Company has found it difficult to manage the carrying debt owed to
its suppliers without the cooperation of those suppliers. While
most suppliers have agreed to payment plans, the Company is
experiencing difficulty implementing its business plan.

"ZooLink Communications Ltd. has not been successful in its
attempts to reduce expenses and debts to allow the Company to
continue operations in its present condition," stated West
McDonald, President & CEO of ZooLink Corporation. "Recent events
make it clear that the Company cannot meet current creditor
obligations and this is why we are filing the Notice of Intention
to make a Proposal under the terms of the Bankruptcy & Insolvency
Act of Canada. To clarify, i3DataCenters Ltd. and ZooLink
Corporation are not part of this Notice and these Companies will
continue business as usual."

Filing of this notice will allow ZooLink Communications Ltd. the
time necessary to file a Proposal. The purpose of the Proposal is
to try and reorganize the Company to improve its viability. The
filing of this Notice will limit the actions that creditors may
take against the company. ZooLink Corporation is consulting with
its various advisors concerning various options for the future of
ZooLink Communications Ltd.

                         About ZooLink

ZooLink -- http://www.zoolink.com/-- is a leading developer of
next generation Intelligent Internet Data Centers. Our Data
Centers serve as platforms to provide co-location services to
companies with mission critical Internet infrastructure. Our
services are also ideal for Web-centric businesses, such as
Internet Service Providers (ISPs), Applications Service Providers
(ASPs), Content Providers and Carriers.

Its customers primarily use the company's services to maintain
complex computer equipment in a secure, fault-tolerant environment
with connectivity to a high-speed, high-capacity, direct link to
the Internet and to support complex Internet applications. We
currently offer our services from our Intelligent Data Center
facilities in the cities of Vancouver and Calgary, Canada. ZooLink
has developed a "franchise type" methodology, though all data
centers are corporately owned; to identify, acquire, convert and
operate Intelligent Data Centers to transform them into profitable
business units in Canada and the US.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (175)         280      140
AK Steel Holdings       AKS         (53)       5,025      579
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,036)       2,162      568
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Columbia Laboratories   CBRX         (8)          13        5
Cubist Pharmaceuticals  CBST         (7)         221      131
Cedara Software         CDE          (2)          20      (12)
Choice Hotels           CHH        (118)         265      (43)
Cherokee International  CHRK       (120)          64       15
Compass Minerals        CMP         (90)         644      101
Covad Comm Group        COVD         (5)         335       46
Caraco Pharm Labs       CPD         (20)          20       (2)
Volume Services         CVP          (5)         280      (11)
Centennial Comm         CYCL       (579)       1,447      (98)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,206)       6,210    1,674
Deluxe Corp             DLX        (298)         563     (309)
Dun & Bradstreet        DNB         (19)       1,528     (104)
Education Lending Group EDLG        (26)       1,481      N.A.
Eyetech Pharma          EYET        (78)          76       62
Graftech International  GTI         (95)         980      105
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Journal Register        JRC          (4)         702      (20)
Kinetic Concepts        KCI         (80)         618      244
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP       (239)         338     (248)
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,747    2,818
Memberworks Inc.        MBRS        (20)         248      (89)
Millennium Chem.        MCH         (46)       2,398      637
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maxxam Inc.             MXM        (582)       1,107      133
Nuvelo Inc.             NUVO         (4)          27       21
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (498)       1,144      201
Airgate PCS Inc.        PCSAD      (293)         574     (364)
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q          (916)      26,219   (1,129)
Quality Distribution    QLTY       (126)         387       19
Rite Aid Corp           RAD         (93)       6,133    1,676
Revlon Inc.             REV      (1,726)         892      (32)
Sepracor Inc            SEPR       (619)       1,020      728
Silicon Graphics        SGI        (165)         650        1
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
Universal Technical     UTI         (36)          84       29
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (56)         812      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                           *********

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

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

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

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

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

                          *********

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

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

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

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