TCR_Public/040303.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 3, 2004, Vol. 8, No. 44

                           Headlines

AAIPHARMA INC: S&P Changes Outlook to Negative over Sales Concerns
ADELPHIA: Inks Stipulation Reserving Prepetition Agents' Rights
AES GENER: Fitch Assigns Prelim. BB Rating to Proposed $300M Bond
AHOLD: Sells Two Brazilian Businesses to Wal-Mart & Unibanco
AINSWORTH: Sets Q4 & Year-End 2003 Conference Call for Friday

AMERICAN ACHIEVEMENT: S&P Assigns $195-Mil. Bank Loan Rating at B+
ARCHIBALD CANDY: Former Employees' Union Accept Settlement Offer
ARCH WIRELESS: Reorganized Company Issues Full Year 2003 Results
AVADO BRANDS: Turns to Miller Buckfire for Financial Advice
AURORA FOODS: Court Approves Skadden Arps' Retention as Counsel

AVITAR: Shareholders Okay Financing Proposals at Special Meeting
AVNET: Fitch Rates $270 Million Convertible Debt Offering at BB
BEAL FIN'L: S&P Assigns BB Long-Term Counterparty Credit Rating
BUDGET GROUP: Wants to Stretch Plan-Filing Exclusivity to Apr. 7
CELERITY CLO: S&P Assigns BB Preliminary Rating to Class E Notes

COMPUTER DATA: IntraDyn Acquires Liquidating Software Firm
COPPERWELD: Names Dennis McGlone As New Chief Executive Officer
CROWN CASTLE: Will Record Charge Related to Tendered Sr. Notes
DELACO COMPANY: Retaining McCarter & English as Special Counsel
DOBSON: S&P Watches Ratings Citing Potential Covenant Violations

DOMAN IND: CCAA Monitor KPMG Files March Restructuring Report
ECHOSTAR COMMS: Massachusetts Financial Reports 5.95% Equity Stake
EDISON INTERNATIONAL: Amends Shareholder Rights Plan
ENERGY WEST: Applies to Modify Existing $23 Mil. Credit Facility
ENRON CORP: Asks Court Nod for Swiss Reinsurance Settlement

FALCONBRIDGE LTD: S&P Rates C$78 Million Series 3 Preferreds at BB
FLEXTRONICS: Schedules Mid-Quarter Conference Call for March 4
GARDEN RIDGE: Delaware Court Approves $70 Million DIP Financing
GLOBAL AXCESS: Raises $3.5 Million Through Private Placement
HALSEY DRUG: Closes $12.3 Million Securities Private Offering

HAWAIIAN HOLDINGS: Outlines Preliminary Reorg. Plan for Airline
HAYES LEMMERZ: Deutsche Bank Discloses 6.59% Equity Stake
HAYNES: Interest Nonpayment Spurs S&P to Cut Credit Rating to D
HOLLINGER: Fails to Make Debt Interest Payment Due March 1, 2004
HOLLINGER INC: Press Holdings Withdraws Stock Acquisition Offers

HOME INTERIORS: S&P Cuts Rating to B over Increased Debt Leverage
IMPATH INC: Genzyme Named Lead Bidder for Cancer Testing Unit
KEYSTONE CONSOLIDATED: Case Summary & Largest Unsecured Creditors
KNOX COUNTY: Wants to Tap McBrayer McGinnis as Special Counsel
L-3 COMMUNICATIONS: Will Present at Bear Stearns' Conference Today

LA QUINTA: Board Declares Dividend on 9% Preferred Stock
LA VOZ COMM: Case Summary & 20 Largest Unsecured Creditors
LIBERTY MEDIA: Providing Q4 Supplemental Fin'l Info on March 15
LITFIBER INC: Forms New Board and Restructures to Create Value
MADISON PARTNERS: Voluntary Chapter 11 Case Summary

MAJESTIC STAR: Schedules Q4 & FY 2003 Conference Call Today
MCDERMOTT INTL: Will Release Q4 and FY 2003 Results on March 11
MEDIA 100: Optibase to Acquire Assets in Prepackaged Bankruptcy
MEDMIRA: Closes First Round of Debenture Financing with Channel
METROCALL: Redeeming $20 Million of Preferred Stock on Mar. 31

MILLENNIUM CHEMICALS: Ups Prices for Titanium Dioxide Products
MIRANT CORP: US Trustee Amends Equity Security Holders' Committee
MTS INCORPORATED: Signs-Up O'Melveny & Myers as Co-Counsel
NATIONAL CENTURY: Asks Court to Expunge Donald Ayers' Claim
NORTEL NETWORKS: Launches New Set of Wireless Network Solutions

NRG ENERGY: Remaining Debtors Have Until May 8 to File a Plan
ONEIDA: Obtains Further Waiver Extensions & Deferrals from Lenders
OWENS: Sues to Recover Avoidable Transfers to Robles, et al.
PARMALAT GROUP: Industry Ministry to Appoint Creditors Committee
PG&E NATIONAL: Inks Stipulation Settling JPMorgan Credit Dispute

PILLOWTEX CORP: Urges Court to Approve Season Release Agreement
PLAINS RESOURCES: Kayne Anderson & EnCap Opt for the Vulcan Offer
QUINTILES: Discloses New Board of Directors Members
RCN: May Pursue Debt Restructuring Under Chapter 11 Protection
RELIANCE GROUP: Settles Insurance Disputes with Integrated Health

ROYAL OLYMPIA: Greek Court Appoints Administrator for 6 Months
SANDISK CORP: S&P Ups Credit Rating to B+ & Assigns Stable Outlook
SATCON: Says Funds Are Sufficient to Fund Ops. Until Sept. 2004
SEALY CORP: November 2003 Equity Deficit Narrows to $76 Million
SEPRACOR: S&P Revises Ratings' Outlook to Positive on Estorra News

SHAW COMMS: Declares Interest Distribution on 8.875% Preferreds
SOLUTIA INC: Quimica Asks Go-Signal to Set-Off Mutual Obligations
SOUTHERN CALIFORNIA EDISON: Acquires New Power Plant Project
SOUTHWEST RECREATIONAL: Official Creditors' Committee Named
STELCO: Posts Added Info on Finances & CCAA Dev't. in Co. Web Site

TELETECH HOLDINGS: Appoints Mark C. Thompson to Board of Directors
TRINITY: S&P Assigns BB+ Sr. Sec. Loan Rating on $250MM Facility
UNITED AIRLINES: Obtains Court Nod to Assume Agreement with Pratt
VERITAS DGC: Fitch Affirms Senior Unsecured Debt Rating at BB
VISTEON: $400M Senior Unsecured Debt Issue Gets S&P's BB+ Rating

WARNACO GROUP: Hotchkis and Wiley Discloses 7.5% Equity Stake
WORLDCOM: Judge Gonzales Clears Settlement of Mpower Dispute

* A.M. Best Publishes First Long-Term Impairment Rate Study
* Justice Ernst H. Rosenberger Joins Stroock as Of Counsel
* Kamakura Sees Little Change in U.S. Corporate Credit Quality
* Mintz Levin Records Two Largest Trial Verdicts in Mass. in 2003

* Upcoming Meetings, Conferences and Seminars

                           *********

AAIPHARMA INC: S&P Changes Outlook to Negative over Sales Concerns
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
aaiPharma Inc. to negative from stable. At the same time,
Standard & Poor's affirmed its 'B+' corporate credit, 'BB-' senior
secured debt, and 'B-' subordinated debt ratings on the specialty
pharmaceutical manufacturer.

The outlook revision follows aaiPharma's announcement that it is
conducting an internal investigation into sales abnormalities
related to two of its main products, Darvocet and Brethine. The
company also withdrew its 2004 earnings guidance, stating that
these adverse developments will have a material effect on
previously announced figures.

"The low-speculative-grade ratings on Wilmington, N.C.-based
aaiPharma Inc. reflect the limited growth potential of its niche
pharmaceutical portfolio, its aggressive use of debt to fund
product acquisitions, and expectations that the company will make
additional debt-financed acquisitions," said Standard & Poor's
credit analyst Arthur Wong. "These negative factors are somewhat
mitigated by management's commitment to deleveraging the company's
balance sheet following each purchase."

aaiPharma is a specialty pharmaceutical company that focuses on
pain management. The company typically acquires branded products
with expired patents, items that already have strong name
recognition and that may be improved by the company's drug-
delivery technologies. aaiPharma has acquired a series of products
in the past three years, spending approximately $390 million, and
these higher margin treatments have accounted for an increasing
portion of the company's revenues and cash flows. Product sales
contributed roughly 65% of total revenues in 2003 (versus only
roughly 20% in 2001) while the balance of revenues have been
provided by the company's service businesses, in which it conducts
R&D work for outside companies. Still, while cash flow diversity
has improved somewhat, the company's business remains vulnerable
to product concentration risks and generic threats. Indeed,
several company products are expected to face generic competition
in the near term.

Sales and cash flow generation prospects are now even more
uncertain since the company revealed its Darvocet and Brethine
investigation. aaiPharma acquired its main pharmaceutical product,
Darvon/Darvocet, in 2002 for roughly $211 million. The combined
treatment is used for mild to moderate pain and has been a stable
performer for the company, despite generic competition. Possible
excess wholesaler inventory levels of Darvocet, however, will hurt
future sales prospects. Brethine may also face generic competition
in the near term, and the possible excess wholesale inventory of
the drug will lead to an accelerated sales decline.


ADELPHIA: Inks Stipulation Reserving Prepetition Agents' Rights
---------------------------------------------------------------
Pursuant to an August 23, 2002, Court order, as amended, modified
or supplemented from time to time, the Court, inter alia:

   (1) authorized the Adelphia Communications Debtors to obtain
       postpetition financing;

   (2) authorized the ACOM Debtors to use the Prepetition Secured
       Lenders' cash collateral; and

   (3) granted adequate protection to the Prepetition Secured
       Lenders with respect to the ACOM Debtors' use of their
       cash collateral and the Prepetition Collateral in an
       amount equal to the aggregate diminution in value of the
       Prepetition Secured Lenders' interest in the Prepetition
       Collateral.

Under the DIP Credit Agreement, the various ACOM Debtors with
ability to borrow funds under the DIP Financing were divided into
nine Borrowing Groups.  Each Borrowing Group is subject to a
Borrowing Cap.

The composition of six of the nine Borrowing Groups under the DIP
Facility was designed to mirror as closely as practicable the
composition of the borrowing groups under the ACOM Debtors' six
prepetition credit facilities.  The remaining three Borrowing
Groups under the DIP Facility are comprised of entities whose
assets were not encumbered under any Prepetition Facility.

The Final DIP Order required the implementation of a Cash
Management Protocol to govern the treatment of Postpetition
Intercompany Advances and Intercompany Claims among the Borrowing
Groups, as additional adequate protection of the interests of the
Prepetition Secured Lenders in the Prepetition Collateral.

Over the course of these Chapter 11 cases, the ACOM Debtors
incurred, and will continue to incur, substantial costs,
including case management and operating costs not otherwise
specifically allocable to each Borrowing Group, fees and expenses
related to the general administration of the Chapter 11 cases and
other, non-recurring expenses, including expenses relating to the
re-audit of the ACOM Debtors' financial statements, and the
various investigations of the Rigas family being conducted by the
special committee of the Board of Directors of the ultimate
parent Debtor, ACOM.

The ACOM Debtors currently allocate the Reorganization Expenses
and the Non-Recurring Expenses utilizing certain allocation
methodologies.  In allocating the Reorganization Expenses, the
ACOM Debtors' Methodology, in general terms, is a three-step
process in which the first step is to categorize the service
providers into cost pools.  The expenses per cost pool are then
allocated to the Borrowing Groups based on a function of
prepetition debt.

The expense by the Borrowing Group is then allocated within each
Borrowing Group to allocable cost centers based on operating
revenues.  In allocating the Non-Recurring Expenses, the ACOM
Debtors' Methodology, in general terms, is a two-step process in
which the first step is to categorize service providers into cost
pools.  The expenses per cost pool then are allocated to
allocable cost centers based on operating revenues.  Because some
of the ACOM Debtor entities have no operations and therefore
little or no revenue, and either have no ability to borrow funds
under the DIP Facility or are placed in the Borrowing Groups that
are subject to minimal Borrowing Caps under the DIP Facility,
these entities have a limited ability to pay for any
Reorganization Expenses or Non-Recurring Expenses.  Accordingly,
the Prepetition Agents contend that ACOM's operating
subsidiaries, which generate revenue and which generally belong
to one of the Prepetition Borrowing Groups, pay a
disproportionate percentage, 90%, of the Reorganization Expenses
and Non-Recurring Expenses that are incurred by the various
constituents in these cases, including the fees and expenses
incurred by the Equity Committee and Creditors Committee.

The Prepetition Agents, through their advisor, FTI Consulting,
Inc., informed the ACOM Debtors that they disagree with the ACOM
Debtors' Methodology.  The Prepetition Agents believe, inter
alia, that:

   (1) a substantial portion of the Reorganization Expenses and
       nearly all of the Non-Recurring Expenses are not properly
       allocable to the members of the Prepetition Borrowing
       Groups;

   (2) any allocation of Reorganization Expenses or Non-Recurring
       Expenses to the Prepetition Borrowing Groups actually
       constitutes a loan by the Prepetition Borrowing Group
       member to the ACOM Debtor to which the Reorganization
       Expenses or Non-Recurring Expenses should be properly and
       equitably allocated; and

   (3) a more equitable methodology for charging costs, fees
       and expenses incurred in these cases would be to allocate
       the Reorganization Expenses and Non-Recurring Expenses
       among the ACOM Debtor or ACOM Debtors that incurred them,
       irrespective of each Debtor's ability to pay the expenses.

The ACOM Debtors contend that:

   (1) their Methodology is fair and equitable given the
       prevailing circumstances;

   (2) changing their Methodology would create potential
       litigable issues in these cases; and

   (3) because the Prepetition Secured Lenders are oversecured,
       the current allocation methodology has no negative impact
       on the Prepetition Secured Lenders' rights as creditors.

Without prejudice to the rights of any party to seek further or
different relief, the ACOM Debtors and the Prepetition Agents
agree to enter into a stipulation for the purpose of insuring
that all the Prepetition Secured Lenders' rights are preserved
pending a resolution of the dispute, either consensually or
judicially.

The salient terms of the Stipulation are:

   (1) The allocation of expenses pursuant to the ACOM Debtors'
       Methodology will be without prejudice to the Prepetition
       Agents' rights to seek, at any time, any relief they deem
       appropriate in their sole discretion including, without
       limitation, an order:

       (a) changing or modifying the manner in which the
           Reorganization Expenses and the Non-Recurring Expenses
           will be allocated among the ACOM Debtors;

       (b) requiring that Reorganization Expenses and the Non-
           Recurring Expenses allocated to an ACOM Debtor
           pursuant to the ACOM Debtors' Methodology, or
           otherwise, be reimbursed in cash and in full by the
           ACOM Debtor or ACOM Debtors to which proper allocation
           should have been made; and

       (c) requiring the reversal of any allocations of
           Reorganization Expenses or Non-Recurring Expenses to
           an ACOM Debtor pursuant to the ACOM Debtors'
           Methodology, or otherwise;

   (2) The Stipulation is without prejudice to any and all
       rights, claims and defenses that the ACOM Debtors may have
       with respect to any request.  The obligation, if any, of
       an ACOM Debtor to effect reimbursement to another ACOM
       Debtor pursuant to any order will constitute an
       Intercompany Claim that would be entitled to the priority
       set forth for Intercompany Claims in the Final DIP Order;
       and

   (3) The ACOM Debtors will provide FTI with the data they used
       in allocating the Reorganization Expenses and Non-
       Recurring Expenses pursuant to the ACOM Debtors'
       Methodology on a monthly basis, including:

       (a) data of the scope and substance that is contained in
           the ACOM Debtors' "allocation workbook," a copy of
           which was provided to FTI on November 7, 2003;

       (b) a reconciliation of the Reorganization Expenses and
           Non-Recurring Expenses and fees under the ACOM
           Debtors' Methodology to the amounts reported in the
           financial statement for each Borrowing Group, ACOM,
           and non-debtors; and

       (c) other information that may be agreed to by the ACOM
           Debtors and FTI. (Adelphia Bankruptcy News, Issue No.
           51; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AES GENER: Fitch Assigns Prelim. BB Rating to Proposed $300M Bond
-----------------------------------------------------------------
Fitch Ratings assigned a preliminary 'BB' rating to AES Gener
S.A.'s proposed long-term US$300 million 144A bond issuance. The
bond will be interest only and have a bullet maturity. Proceeds
from the issuance will be used to partially finance the repurchase
of outstanding debt through a tender offer. The company's 'BB-'
international foreign and local currency ratings and 'chl BBB-'
national scale rating remain on Rating Watch Positive and will be
finalized upon completion of the transactions.

The assigned rating to the proposed issuance is based on Gener's
pro forma capitalization, leverage and interest coverage ratios
following the completion of the company's recapitalization plan.
The underlying credit rating also reflects Gener's position as the
largest thermal generator in Chile, its competitive dispatch
position, its operating strategy to optimize contract electricity
sales, a constructive regulatory environment, an economically
sound and growing service area, and experienced management.

The operating fundamentals of Gener continue to reflect the
company's sound position in the Chilean electricity market.
Electricity demand growth in Chile has been almost 6% over the
last twelve months and regulated prices have continued their
upward trend, increasing approximately 9% in U.S. dollar terms in
the October 2003 tariff reset. Gener further benefits from its
project-like structural characteristics, including long-dated
power purchase agreements with financially strong customers and
fuel supply contracts that reduce business risk. The rating also
considers exposure to variations in hydrology and the impact on
electricity generation, commodity price risks, currency risks and
ongoing competitive pressures.

The international bond offering is part of Gener's announced
recapitalization plan to address approximately US$700 million of
debt maturing in 2005 and 2006 and reduce total debt by US$300
million. Sources of funds to repay and refinance existing debt
include the new US$300 million international bond, the US$298
million repayment to Gener of a mercantile account (intercompany
loan) from Gener's direct holding company, Inversiones Cachagua, a
new US$75 million unsecured term loan, a capital increase for up
to US$125 million to be effected by Cachagua and cash on hand at
Gener. The company has also announced its intention to pay a
US$100 million dividend following completion of the debt
refinancing/repayment.

The company has tendered for the US$200 million of outstanding
Yankee bonds due in 2006 and the US$500 million of Chilean and US
convertible bonds due in 2005. Approximately US$145 million of
Yankee bonds have been tendered and are expected to be paid with
proceeds from the mercantile account promptly. The tender for the
convertible bonds has been extended until the end of March,
however it is expected that Gener will call any convertible bonds
not tendered. The convertible bonds will be paid with proceeds
from the new bond and term loan, cash on hand, and proceeds from
the capital increase. Existing Yankee bonds that are not tendered
will be repaid by their scheduled maturity of January 2006.

The US$300 million debt repayment and new bond will reduce
leverage, increase interest coverage ratios and significantly
extend the average debt maturity profile of the company improving
the company's financial flexibility. Following the
recapitalization transactions, consolidated EBITDA-to-interest
(excluding Chivor, Gener's Colombian generating company) is
expected to increase to 3.2x for 2004 from 2.1x through 2003.
Debt-to-EBITDA should remain stable at 4.1x for 2004, though
Gener's liquidity position is expected to include increased cash
related to the completed contract negotiation with one of its
largest customers, Minera Escondida resulting in a lower net debt
to EBITDA ratio. Although Gener continues to consolidate Chivor in
its reported financial statements, the company has excluded Chivor
from its financial projections given the prohibition of dividends
and the limited guaranteed support for the company.

In addition to the recapitalization of Gener, the company has also
renegotiated US$151 million of consolidated debt associated with
the TermoAndes and InterAndes projects to extend maturities and
improve the amortization schedule. The projects have accrued
restricted cash of approximately US$36 million as of end of
February 2004, which was used to partially repay the existing
debt.

The underlying credit quality of Gener also benefits from certain
structural protections. Gener's stand-alone creditworthiness is
supported by: the company being domiciled in Chile, limitations on
dividends or intercompany loans, the inclusion of independent
directors on the company's board of directors and strengthened
corporate governance, which also affords it a high degree of
isolation from its parent company, The AES Corporation (AES,
Fitch-rated 'B' senior unsecured rating).

Gener is the second largest electricity generation group in Chile
in terms of operating revenue and generating capacity (22% market
share) with an installed capacity of 1,804 MW. The company
currently participates in electricity generation in Colombia,
Argentina and the Dominican Republic, as well as natural gas
transportation in Chile and Argentina. Gener is 98.65% owned by
AES.


AHOLD: Sells Two Brazilian Businesses to Wal-Mart & Unibanco
------------------------------------------------------------
Ahold sold its Brazilian retail chain Bompreco to Wal-Mart Stores
Inc. Simultaneously, Ahold sold its Brazilian credit card
operation Hipercard to Unibanco S.A. The combined enterprise value
of these operations amounts to approximately USD 500 million.

The assets consist of Bompreco (a food retailer with 118
hypermarkets and supermarkets with a leading position in
Northeastern Brazil) and Hipercard (the leading credit card in
Northeastern Brazil with over 2 million cardholders). G. Barbosa,
Ahold's other Brazilian retail operation with 32 stores that was
acquired by Ahold in January 2002, is not included in the
transaction.

Wal-Mart Stores, Inc., started operations in Brazil in May 1995.
Operating under different banners, the company's stores and clubs
are located in the states of Sao Paulo, Parana, Rio de Janeiro and
Minais Gerais. With sales of BRL1.9 billion in 2003, Wal-Mart
Brazil has approximately 7,000 employees. Unibanco, the third
largest private-sector Brazilian financial group, focuses on
retail and wholesale banking, and insurance and pensions and
wealth management.

Commenting on the agreements, Theo de Raad, the Ahold Corporate
Executive Board member responsible for Latin America and Asia,
said: "We are delighted to have found buyers of such quality as
Wal-Mart and Unibanco. They offer an excellent fit for Bompreco
and Hipercard and we are confident that this will prove great for
customers, associates, suppliers and others involved."

The divestment of Ahold's activities in Brazil is part of Ahold's
strategy to optimize its portfolio and to strengthen its financial
position by reducing debt.

Ahold first entered the Brazilian market in 1996 through an
agreement with the owner of Bompreco. In October 2001, Bompreco
became a wholly-owned subsidiary of Ahold. Unaudited 2003 net
sales for Bompreco amounted to approximately BRL 2.9 billion
(approximately Euro 843 million). Bompreco and Hipercard employ
more than 20,000 people.

                         *    *    *

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: Sets Q4 & Year-End 2003 Conference Call for Friday
-------------------------------------------------------------
Ainsworth Lumber Co. Ltd. (TSX: ANS) management will host a
conference call on Friday, March 5th at 8:00 a.m. Pacific time to
review fourth quarter and year-end 2003 earnings.

Call participants may dial 1-800-428-5596 and reference
conference ID number 21186949. Replay of the conference call will
be available until March 12 by calling PostView 1-800-558-5253
and using conference ID number 21186949.

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 1.5 billion square
feet (3/8" basis) of oriented strand board (OSB), 155 million
square feet of specialty overlaid plywood, and 55 million board
feet of lumber. In Alberta, its operations include an OSB plant
at Grande Prairie and a one-half interest in the Footner OSB
plant at High Level. In B.C., its operations include an OSB plant
at 100 Mile House, a veneer plant at Lillooet, a plywood plant at
Savona and finger-joined lumber plant at Abbotsford.

                          *   *   *

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

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

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


AMERICAN ACHIEVEMENT: S&P Assigns $195-Mil. Bank Loan Rating at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and its '3' recovery rating to school-related affinity
products manufacturer American Achievement Corp.'s proposed $195
million senior secured credit facilities due 2011. The 'B+' bank
loan rating is the same as AAC's corporate credit rating. Along
with the '3' recovery rating, this indicates that lenders can
expect meaningful recovery of principal (50%-80%) in the event of
a default.

In addition, Standard & Poor's assigned its 'B-' senior
subordinated debt rating to AAC's proposed $150 million senior
subordinated notes due 2011. These ratings are based on
preliminary offering statements and are subject to review upon
final documentation.

Standard & Poor's also affirmed all its outstanding ratings on AAC
and wholly owned operating subsidiary Commemorative Brands Inc.,
including the two companies' 'B+' corporate credit ratings. All
ratings have been removed from CreditWatch, where they were placed
Oct. 3, 2003.

The outlooks for both AAC and CBI are stable.

Proceeds from the new credit facilities and the notes offering
will be used partly to finance the proposed acquisition of AAC by
Fenway Partners Capital Fund II LP. They will also be used to
repay outstanding indebtedness of about $230 million currently
residing at AAC and CBI. (The senior secured bank loan rating on
AAC's existing bank loan and the senior unsecured debt rating on
AAC's senior notes will be withdrawn upon the closing of the
proposed purchase, as will CBI's corporate credit rating and the
subordinated debt rating on CBI's existing senior subordinated
notes.)

The proposed transaction will add about $83 million of incremental
debt and increase AAC's debt leverage. However, the ratings
affirmation reflects Standard & Poor's expectation that AAC will
continue to generate modest free cash flows for the repayment of
term bank debt and, thus, be able to rapidly delever. This
expectation is further supported by the initial 75% excess cash
flow sweep provision under the proposed credit agreement.

"The ratings on AAC, as well as its operating subsidiary CBI,
reflect the company's high debt leverage, somewhat narrow business
focus, and the seasonal nature of demand for its products," said
Standard & Poor's credit analyst David Kang. "Somewhat mitigating
these factors are the company's solid market position, broad
distribution network, and the non-deferrable nature of demand in
the mature school-related affinity products industry."

Austin, Texas-based AAC, through CBI, is a leading manufacturer of
class rings, yearbooks, graduation products, and affinity jewelry.
The estimated $1.5 billion North American scholastic products
industry is competitive, with three companies dominating a
significant portion of the class ring and yearbook segments.
American Achievement is the No. 2 player in the estimated $495
million North American high school and college class ring market,
with a share of about 35%, behind market leader Jostens Inc.
(B+/Stable/--) and its 45% share. In the $685 million North
American high school and college yearbook market, American
Achievement has a share of about 20%, the same as Herff Jones Inc.
(unrated), yet behind market leader Jostens, which has a 40%
share.


ARCHIBALD CANDY: Former Employees' Union Accept Settlement Offer
----------------------------------------------------------------
Members of Teamsters Local 781 overwhelmingly ratified a
settlement offer from Archibald Candy Corporation in connection
with the closure of the company's manufacturing and distribution
facilities. The vote was 297 to 26.

With the vote, settlement offers have been approved by unions
representing 97 percent of union employees affected by the recent
closings of Archibald's Chicago manufacturing plant and 238 Fannie
May and Fanny Farmer stores. The Company filed for Chapter 11
bankruptcy on January 28, 2004.

On February 19, the Bankruptcy Court approved settlement
agreements entered into between Archibald and SEIU Local 1 and
International Union of Operating Engineers Local 399. Union and
company attorneys hope to file a motion shortly in Bankruptcy
Court to approve the Local 781 settlement.

Jim Ross, Chief Restructuring Officer for Archibald, said, "We are
very pleased with the results of the vote. This means that, if
approved by the Court, nearly 900 union employees will receive
settlements negotiated for their benefit. Our financial
stakeholders have agreed to make expedited payments on claims that
might not otherwise receive any payments under the Bankruptcy
Code."


ARCH WIRELESS: Reorganized Company Issues Full Year 2003 Results
----------------------------------------------------------------
Arch Wireless, Inc. (Nasdaq: AWIN, BSE: AWL), a leading wireless
messaging and mobile information company, announced net income of
$16 million for 2003, compared to net income of $1.7 billion for
2002. Net income for 2002 included various bankruptcy-related
items, including a $1.6 billion gain from the discharge and
termination of debt upon Arch's emergence from Chapter 11 on May
29, 2002. For the quarter ended December 31, 2003, Arch reported a
net loss of $1.4 million, or $0.07 per share, compared to a net
loss of $8.3 million, or $0.42 per share, for the fourth quarter
of 2002.

Revenues for 2003 totaled $597 million while revenues for the
fourth quarter of 2003 totaled $135 million. For the twelve and
three-month periods ended December 31, 2003, the company reported
net cash provided by operating activities of $181.2 million and
$34.4 million, respectively.

"Fourth quarter and full-year operating results met our
expectations and were consistent with the financial guidance we
provided in early 2003," said C. Edward Baker, Jr., chairman and
chief executive officer. "Although the wireless messaging industry
remains competitive, we continued to make steady improvements to
network operations, business processes and customer service in
2003 while increasing our operating margins." Baker also noted
that Arch's disconnect rate for units in service improved steadily
during 2003, attributing the slowing pace of decline to a higher
concentration of messaging units with large customers. "With an
increasing percentage of our units in service held by large
commercial enterprises," he said, "we've seen an improving trend."

J. Roy Pottle, executive vice president and chief financial
officer, said Arch continued to strengthen its financial position
during 2003 through the successful reduction of operating and
capital expenses as well as the repayment of debt. "Total
operating expenses declined by 29% during the year," he said,
"while capital expenditures decreased to $25 million in 2003 from
$84 million a year earlier." Pottle noted that a large part of the
year- over-year reduction in capital costs was the result of
improved pricing from new equipment manufacturers. Pottle also
noted that Arch repaid $161.9 million of its outstanding debt in
2003.

Pottle said "Arch continued to reduce debt during the fourth
quarter, well ahead of stated maturities." He said the company's
wholly owned subsidiary Arch Wireless Holdings, Inc. (AWHI)
completed optional and mandatory redemptions of its 12%
Subordinated Secured Compounding Notes due 2009 during the fourth
quarter. "Through January 30, 2004," he added, "AWHI has redeemed
$60 million compounded value of the 12% Notes and had $50 million
in aggregate compounded value outstanding with cash on hand
exceeding $27 million."

Pottle said that during the quarter ended December 31, 2003, Arch
determined, based on operating income and cash flows for the past
two years and anticipated operating income and cash flows for
future periods, that it was appropriate to recognize certain of
its deferred tax assets. Accordingly, during the quarter Arch
released the valuation allowance against its deferred tax assets
totaling $219.6 million, which also resulted in a $217 million
increase to stockholders' equity.

Arch's messaging units in service decreased by 280,000 during the
fourth quarter and 1,452,000 for the year, compared to 503,000 and
2,584,000 for the fourth quarter and year ended December 31, 2002,
respectively. Total units in service at December 31, 2003 were
4,437,000, including 3,674,000 direct units in service and 763,000
indirect units in service. The decrease in units in service for
the quarter and year above do not include the addition of 249,000
units which resulted from the reversal of the remaining portion of
the one- time, 1,000,000 unit reduction recorded in the fourth
quarter of 2000 for definitional differences and potential unit
reductions associated with the conversion and cleanup of accounts
acquired in the PageNet acquisition. Since Arch has completed the
conversion and final review of these accounts, the remainder of
this prior unit reduction was recorded as a one-time increase in
the fourth quarter, which increased Arch's units in service at
December 31, 2003.

Arch's financial results include separate results and cash flows
prior to its emergence from bankruptcy on May 29, 2002 (the
Predecessor Company), as well as operating results and cash flows
after its emergence from bankruptcy (the Reorganized Company),
reflecting the application of "fresh-start" accounting that
resulted from Arch's chapter 11 reorganization. Consequently, and
due to other reorganization-related events and adjustments, the
financial statements of the Predecessor Company and Reorganized
Company for the twelve- month period ended December 31, 2002 are
not comparable to the financial statements of the Reorganized
Company for the twelve-month period ended December 31, 2003.

                    About Arch

Arch Wireless, Inc., headquartered in Westborough, Mass., is a
leading wireless messaging and mobile information company with
operations throughout the United States. It offers a full range of
wireless messaging and wireless e-mail services, including mobile
data solutions for the enterprise, to business and retail
customers nationwide. Arch provides services to customers in all
50 states, the District of Columbia, Puerto Rico, Canada, Mexico
and in the Caribbean principally through a nationwide direct sales
force, as well as through indirect resellers, retailers and other
strategic partners. Additional information on Arch is available on
the Internet at http://www.arch.com/


AVADO BRANDS: Turns to Miller Buckfire for Financial Advice
-----------------------------------------------------------
Avado Brands, Inc., and its debtor-affiliates seek approval from
the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, to hire Miller Buckfire Lewis Ying & Co., LLC as
their financial advisor and investment banker.

The Debtors relate that Miller Buckfire was hired on July 16,
2002, to provide Avado with strategic and financial advisory
services in corporate restructuring transactions.

Miller Buckfire's professionals have extensive experience in
providing financial advisory and investment banking services to
financially distressed companies and to creditors, equity
constituencies and government agencies in reorganization
proceedings and complex financial restructurings, both in and out
of court.

Prior to the Petition Date, Miller Buckfire:

   1) familiarized itself with the Debtors' business;

   2) participated in initial discussions between the Debtors
      and significant creditor constituencies; and

   3) assisted the Debtors in final negotiations with lenders
      under its proposed debtor-in-possession facility.

For the duration of these chapter 11 cases, the Debtors expects
Miller Buckfire to:

   a) familiarize itself with the business, operations,
      properties, financial condition and prospects of the
      Debtors;

   b) provide financial advice and assistance to the Debtors in
      developing and seeking approval of a Restructuring Plan;

   c) assist the Debtors and/or participate in negotiations with
      entities or groups affected by the Plan; and

   d) provide financial advice and assistance as needed to the
      Debtors in structuring and effecting a financing or sale
      including assisting the Debtors in developing and
      preparing a memorandum to be used in soliciting potential
      investors or acquirers.

Miller Buckfire will be paid:

   a) a $150,000 monthly Financial Advisory Fee;

   b) a $1,500,000 Restructuring Transaction Fee;

   c) a Sale Transaction Fee equal to:

        i) 2.0% of the Aggregate Consideration up to
           $50,000,000, plus

       ii) 1.50% of the Aggregate Consideration, if any, between
           $50,000,001 and $150,000,000, plus

      iii) 1.25% of the Aggregate Consideration, if any, in
           excess of $150,000,001, contingent and payable upon
           the consummation of a Sale; and

   d) a financing fee(s) equal to:

        i) 1.0% of the gross proceeds of any indebtedness issued
           that is secured by a first lien;

       ii) 3.0% of the gross proceeds of any indebtedness
           issued; and

      iii) 5.0% of the gross proceeds of any equity or equity
           linked securities or obligations issued.

Miller Buckfire is owned and controlled by Henry S. Miller,
Kenneth A. Buckfire, Martin F. Lewis and David Y. Ying.  Miller
Buckfire currently has 45 employees, many of whom were employees
of the Financial Restructuring Group of Dresdner Kleinwort
Wasserstein, Inc., prior to July 16, 2002.

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


AURORA FOODS: Court Approves Skadden Arps' Retention as Counsel
---------------------------------------------------------------
The Aurora Foods Debtors sought and obtained the Court's authority
to employ Skadden, Arps, Slate, Meagher & Flom LLP, as their
bankruptcy counsel, in connection with the filing of their Chapter
11 petitions and the prosecution of their Chapter 11 cases, nunc
pro tunc to December 8, 2003.

As the Debtors' Bankruptcy Counsel, Skadden will:

   (a) advise the Debtors with respect to their powers and duties
       as debtors and debtors-in-possession, in the continued
       management and operation of their businesses and
       properties;

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

   (c) take all necessary actions to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced against
       those estates, negotiations concerning litigation in which
       the Debtors may be involved (other than matters with
       respect to which the Debtors have looked to other
       counsel), and objections to claims filed against the
       estates;

   (d) prepare, on the Debtors' behalf, motions, applications,
       answers, orders, reports, and papers necessary to the
       administration of the estates;

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

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

   (g) appear before the Bankruptcy Court, any appellate courts,
       and the U.S. Trustee, and protect the interests of the
       Debtors' estates before the courts and the U.S. Trustee;

   (h) continue to assist the Debtors with their efforts to
       consummate the Merger Agreement, as well as any further
       negotiations or modifications thereto; and

   (i) perform other necessary legal services and provide other
       necessary legal advice to the Debtors in connection with
       these Chapter 11 cases.

The Debtors will pay Skadden its fees based in part on its
customary hourly rates, which are periodically adjusted. Skadden's
Standard Bundled Hourly Time Charge Schedule reflects:

     Partners and Of-counsel            $495 - 725
     Associates and counsel              240 - 485
     Legal Assistants and support staff   80 - 195

These hourly rates are subject to periodic increases in the
normal course of the firm's business, often due to the increased
experience of a particular professional.  Particularly, Counsel
and Associates will observe these levels and rates:

                Level         Rate
                -----         ----
                 10           $485
                  9            475
                  8            455
                  7            435
                  6            415
                  5            395
                  4            375
                  3            335
                  2            295
                  1            280

The Debtors will also reimburse Skadden for all other services
provided and for other charges and disbursements incurred in the
rendition of services.  These charges and disbursements include,
among other things, costs for telephone charges, photocopying,
travel, business meals, computerized research, messengers,
couriers, postage, witness fees, and other fees related to trials
and hearings.

The Debtors will employ Skadden under a general retainer because
of the extensive legal services that will be required in
connection with these cases and the firm's familiarity with the
Debtors' businesses.  Pursuant to a June 10, 2003 Engagement
Agreement, the Debtors paid Skadden a $400,000 retainer for
professional services and expenses.

Under the terms of the Engagement Agreement, the retainer was
increased to $600,000 on October 22, 2003.

Skadden will issue a final billing statement for the actual fees,
charges, and disbursements incurred for the period prior to the
Petition Date.  The Final Billed Amount -- net of payments
received -- will be paid from amounts presently held by Skadden
and the balance will be held as a postpetition retainer to be
applied against any unpaid fees and expenses approved by the
Court with respect to Skadden's final fee application in these
cases.

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)


AVITAR: Shareholders Okay Financing Proposals at Special Meeting
----------------------------------------------------------------
Avitar, Inc.'s (Amex: AVR) shareholders approved the three
proposals presented at the Special Meeting held on February 27,
2004.  The proposals all related to capital raising, including the
first closing of the September 2003 Private Placement with Gryphon
Master Fund, L.P. that raised $1 million gross proceeds, the
second closing that is expected to be held with Gryphon for an
additional $1 million gross proceeds and another proposal for New
Financing, all as described in the Proxy Statement sent to the
shareholders for the Special Meeting.

Separately, in response to a recently adopted rule of the American
Stock Exchange, Avitar announced that, as reported in its Annual
Report on Form 10KSB filed with the SEC on January 13, 2004, the
Company had received an audit opinion that contained a going
concern qualification.  This audit opinion (which was dated
December 5, 2003, except for Note 17 for which the
date is December 16, 2003) related to financial statements for the
fiscal year ended September 30, 2003.  The Company had received
the same type of audit opinion for the fiscal years ended in 2000,
2001 and 2002.

Avitar, Inc. develops, manufactures and markets innovative and
proprietary products in the oral fluid diagnostic market, disease
and clinical testing market, and customized polyurethane
applications used in the wound dressing industry.  Oral fluid
diagnostics includes the estimated $1.5 billion drugs-of-abuse
testing market, which encompasses the corporate workplace and
criminal justice markets.  Avitar's products include
ORALscreen(TM), the world's first non-invasive, rapid, onsite oral
fluid test for drugs-of-abuse. Additionally, Avitar manufactures
and markets HYDRASORB(TM) an absorbent topical dressing for
moderate to heavy exudating wounds.  In the estimated $25 billion
in vitro diagnostics market, Avitar is developing diagnostic
strategies for disease and clinical testing.  Some examples
include influenza, diabetes and pregnancy.  For more information,
see Avitar's website at http://www.avitarinc.com/

                      *     *     *

The Troubled Company Reporter's February 10, 2004 edition reported
that, as a result of the Company's recurring losses from
operations and working capital deficit, the report of its
independent certified public accountants relating to the financial
statements for Fiscal 2003 contains an explanatory paragraph
stating substantial doubt about the Company's ability to continue
as a going concern. Such report states that the ultimate outcome
of this matter could not be determined as the date of such report
The Company plans to address the situation, however, there are no
assurances that these endeavors will be successful or sufficient.


AVNET: Fitch Rates $270 Million Convertible Debt Offering at BB
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Avnet, Inc.'s proposed
offering of $270 million of 30-year senior convertible debentures.
Proceeds from the offering are expected to be used to repurchase a
portion of the company's $360 million 7.875 percent notes maturing
Feb. 15, 2005, as the company has announced a cash tender offer
for the notes. The Rating Outlook is Stable.

Fitch views the announced transaction positively as the company
will be using lower interest bearing debt to replace existing,
higher cost debt, as well as improving its debt maturity schedule,
as the debentures are not puttable until 2009. Overall, the rating
continues to reflect concerns regarding Avnet's strained credit
protection measures, high debt levels, lower but improved capacity
utilization levels along with the pricing pressures, demand
variability and lower growth characteristics of the technology
distribution industry.

Positively, Fitch recognizes the adequate liquidity and leading
industry position. Profitability expansion is possible from on-
going cost cutting initiatives and the anticipated growth for
semiconductors. The Stable Outlook reflects Avnet's current
revenue growth and cash flow trends in an improving but still
challenging demand environment.

While Avnet's operations had been negatively affected by the
economic downturn and the low levels of IT spending over the past
couple of years, revenue and EBITDA have stabilized. Total revenue
for the second quarter ending Jan. 3, 2004 was $2.6 billion,
versus $2.4 billion in the first quarter of fiscal-year (FY) 2004
and $2.3 billion in the second quarter of FY 2003. Revenue levels
have been stable for the past ten quarters in the $2.1-$2.6
billion range but with EBITDA margins at historically low levels
in the 2%-2.5% range. However, for the quarter ended Jan. 3, 2004,
the company reported a 2.9% EBITDA margin, as the company has been
able to rationalize its cost structure. Fitch believes the demand
environment for IT still remains challenging but a moderate
industry recovery is expected.

Avnet's credit protection metrics have improved in recent quarters
from lows in FY 2002. Fitch estimates interest coverage (measured
by EBITDA/interest incurred) was 2.3 times (x) on an LTM (latest
twelve months) basis as of Jan. 3, 2004, compared to 2.1x on an
LTM basis for the first quarter of FY 2004 and 2.0x on an LTM
basis for the fourth quarter of FY 2003. Positively, Avnet's
interest coverage should improve further as the debt profile
improved as a result of this transaction. Total debt has remained
consistent at the $1.4 billion level for the last few quarters,
compared to $1.6 billion at FY 2002 and $2.2 billion in 2001. As
of Jan. 3, 2004 leverage (measured by total debt/EBITDA) was 5.7x
on an LTM basis, an improvement from 7.0x at the end of FY 2003.
EBITDA has improved over the last few quarters as the company
began to see the benefits of its cost cutting initiatives. Fitch
anticipates the company may choose to implement additional cost
cutting measures as it continues to rationalize expenses. As a
result, Fitch expects leverage to improve to approximately 5.0x by
the end of FY 2004.

Fitch believes Avnet's liquidity is adequate and is supported by
approximately $480 million in cash and equivalents as of Jan. 4,
2004, and a $350 million undrawn accounts receivable
securitization program. The current offering will be issued under
Avnet's $1.5 billion universal shelf registration that was filed
in 2003. Fitch believes the company's current resources are
sufficient to meet its near-term debt obligations which include
the announced tender offer (potentially $360 million) and an
additional $100 million due in March 2004.

This rating is based on existing public information and is
provided as a service to investors.


BEAL FIN'L: S&P Assigns BB Long-Term Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
counterparty credit rating to Beal Financial Corp. Concurrently,
Standard & Poor's assigned its 'BB-' rating to Beal's $500 million
senior secured notes due 2014. The outlook is stable.

"The ratings on Beal reflect the risk nature of its business
strategy, which involves substantial credit and operational risks,
as well as concerns over interest rate risk. Commensurate with its
higher risk profile, Beal maintains considerably lower capital
leverage than most banks, and has historically strong operating
performance," said Standard & Poor's credit analyst Robert B.
Hoban, Jr.

Beal Financial is a $6 billion Subchapter S corporation and thrift
holding company based in Plano, Texas. Its main business is to buy
loans both in pools and individually at a discount, and service
them for the life of the loan. These portfolios often contain
loans in distress or are to stressed business sectors. More recent
and smaller business lines include buying discounted ABS,
originating commercial loans directly, and purchasing other banks'
syndications. These loans are mostly to higher-risk borrowers and
therefore carry higher yields. Whether purchased or originated,
almost all loans are secured, mostly by real estate.

Management's demonstrated discipline and the collateralized nature
of almost all of its loans somewhat mitigates concerns over credit
risk and exposure to the real estate sector. Loans and ABS are
bought at a discount, which provides a built in loss reserve. The
high-risk nature of Beal's niche business and strong track record
of realizing value has also generated high returns, albeit with
considerable volatility risk. ROA for the first three quarters of
2003 was a very strong 7.58%. Earnings are aided by increased loan
yield caused by booking the loans at the discounted purchase
price. The company's financial performance is subject to the
competitive environment in purchasing discounted assets and making
loans, as well as prevailing economic and credit conditions.

Continuation of Beal's track record of strong operating
performance along with conservative capital measures and low
credit losses leave it well positioned to continue to perform in
the face of significant credit, business, and interest rate risk.


BUDGET GROUP: Wants to Stretch Plan-Filing Exclusivity to Apr. 7
----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, the Budget
Group Inc. Debtors ask the Court to extend their exclusive right
to solicit votes for their Chapter 11 Plan through and including
April 7, 2004.

Recently, the Debtors, with the assistance of their
professionals:

   (1) continued to implement their cooperative plan with the
       Official Committee of Unsecured Creditors for the
       reconciliation and resolution of the $5,000,000,000 in
       scheduled and filed claims made against the Debtors'
       estates;

   (2) continued to facilitate discussions between the Committee
       and the U.K. Administrator regarding the resolution of
       allocation and other intercompany issues and determining
       the best strategy in effectively consummating a plan in
       light of these complex issues;

   (3) set a supplemental bar date by which requests for the
       allowance of certain administrative expense claims against
       BRACII must be received; and

   (4) continued to attend to the various post-closing issues
       involved with the North American Sale and the EMEA Sale,
       including proceeding with the litigation against Cherokee,
       Cendant and Jaeban (U.K.) Limited and continuing to
       administer the Debtors' estates.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, reports that the Debtors, the Committee and
the U.K. Administrator worked together to develop a consensual
plan.  The Court's February 5, 2004 Order approving the
Disclosure Statement sets April 7, 2004 as the Confirmation
Hearing Date and votes are currently being solicited for the
Debtors' Second Amended Liquidating Plan.  In light of the
Disclosure Order and the fact that the Committee and all other
parties agreed to the hearing date, the Debtors need an extension
to preserve their rights until the Confirmation Hearing Date.

Mr. Brady assures the Court that an extension will not prejudice
the legitimate interests of any creditor.  The Debtors, the
Committee and the U.K. Administrator continue to work
cooperatively through the myriad issues remaining in these cases.
In addition, the Debtors continue to make timely payments of all
of their postpetition obligations.

The Court will convene a hearing on April 7, 2004 to consider
the Debtors' request.  By application of Rule 9006-2 of the Local
Rules of Bankruptcy Practice and Procedures of the United States
Bankruptcy Court for the District of Delaware, the Debtors'
exclusive solicitation period is automatically extended through
the conclusion of that hearing.

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CELERITY CLO: S&P Assigns BB Preliminary Rating to Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Celerity CLO Ltd./Celerity CLO Inc.'s floating-rate
notes.

The preliminary ratings are based on information as of March 1,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes and by the preferred shares and
        overcollateralization;

     -- The cash flow structure, which is subject to various
        stresses requested by Standard & Poor's;

     -- The experience of the collateral manager; and

     -- The legal structure of the transaction, which includes the
        bankruptcy-remoteness of the issuer.

Celerity CLO is the fifth cash flow arbitrage CLO brought to
market by TCW Advisors Inc.'s leverage finance group.

                PRELIMINARY RATINGS ASSIGNED
                Celerity CLO Ltd./Celerity CLO Inc.

        Class              Rating      Amount (mil. $)
        A                  AAA*                  199.0
        B                  AAA                    22.0
        C                  A**                    29.0
        D                  BBB**                  16.0
        E                  BB**                    8.0
        Preferred shares   N.R.                   26.7

        * The class A notes will be split between term and
          revolving floating-rate notes.

       ** The class C, D, and E notes will be deferrable-interest
          notes.


COMPUTER DATA: IntraDyn Acquires Liquidating Software Firm
----------------------------------------------------------
IntraDyn Inc. and Computer Data Strategies Inc. completed an
agreement under which IntraDyn has acquired key assets of CDS.

The acquisition adds CDS' well-established data backup software --
Back Again II -- to IntraDyn's existing product line for small to
midsized businesses (SMBs). The CDS software will now be marketed
by IntraDyn as a stand-alone offering, and also integrated into
IntraDyn's RocketVault data backup and archiving appliances. Most
significantly, CDS' Microsoft Exchange Server and SQL Server data
protection capabilities will further enhance IntraDyn's products,
extending the market for them.

"The acquisition of CDS by IntraDyn seems nicely synergistic,"
said Mike Karp, Boston-based senior analyst with Enterprise
Management Associates. "IntraDyn already has excellent appliance
solutions for small/medium businesses and remote offices. This
acquisition helps fill out their product portfolio so they can now
offer a software-only solution where that is appropriate. I fully
expect additional, co-developed software from the firm in the near
future," he added.

"We're very excited about CDS joining us, and providing powerful
technology to complement our own," said Gary Doan, IntraDyn's CEO.
"We also gain a number of highly talented individuals and a global
presence. The mission of both IntraDyn and CDS is to help smaller
businesses and branch offices protect their most strategic
information -- their data. We now intend to release advanced
versions of the Back Again ll software with best-of- class
features targeting businesses with 10 to 500 users."

Brent Bowlby, CDS president, added: "I'm pleased to have found
such a great fit for CDS' technology and people. With combined,
powerful technology and a stellar management team, we'll be able
to maximize and enhance our technology to further meet the needs
of the company, our customers, and our worldwide marketplace.
Existing CDS customers will benefit from the strength and
synergies of this combination. Our longstanding commitment to
providing superior data protection solutions is significantly
enhanced through this acquisition."

CDS will wind down its business in accordance with applicable law
following the closing of the asset sale, and thereafter effect a
complete liquidation and dissolution. IntraDyn will add four to
six CDS employees and an equal number of additional employees in
March. The combined firm will move into new corporate headquarters
in May.

                       About IntraDyn

IntraDyn Inc. (founded in 2001) released the RocketVault family of
enterprise-class network backup and archiving appliances for small
businesses and remote offices in June 2003. The RocketVault(TM) is
a disk-based backup and archiving appliance that includes a fully
integrated hardware and software backup and archive solution in a
single unit. It allows data on a company's local area network
(LAN) to be automatically backed up and stored both locally and
remotely. On February 23, 2004, Network World (an IDG publication)
announced that the RocketVault(TM) appliance had won its "Best
Product, Best- of-the-Tests 2003" award. For more information, see

                  http://www.intradyn.com/

            About Computer Data Strategies (CDS)

Founded in 1994, CDS Inc. -- http://www.cds-inc.com/-- introduced
Back Again/2 for the OS/2 operating system in November 1994. The
product line was later expanded with offerings for both the
small/home office user and the large corporate customer. In 1998,
CDS launched the Back Again II family of data protection software
products for systems running Microsoft's Windows NT operating
system. Back Again II(TM) version 4.5 offers mature, robust backup
applications for Microsoft Windows NT/2000/2003/XP, Microsoft
Small Business Server, Microsoft Exchange Server, and Microsoft
SQL Server.


COPPERWELD: Names Dennis McGlone As New Chief Executive Officer
---------------------------------------------------------------
Copperweld Corporation announced the promotion of Dennis McGlone
to president and chief executive officer of the steel tubing,
automotive, and bimetallic products firm. Mr. McGlone had been
president and chief operating officer.

Mr. McGlone joined Copperweld in 2001 as vice president of sales,
tubular products group. He was named president and chief operating
officer in October 2002 and worked in that capacity through the
restructuring process which enabled the firm to successfully
emerge from bankruptcy as a stand-alone company. Prior to joining
Copperweld, he had been vice president - commercial and a
corporate officer of AK Steel, heading the national and
international sales of its specialty products. Mr. McGlone holds a
BS degree in metallurigical and materials engineering from the
University of Pittsburgh.

The company also announced that Pat J. Meneely has joined the
company's senior staff as vice president of business services, a
newly-created position. Mr. Meneely's responsibilities will
include the corporation's human resources and information
technology areas.

"We were very fortunate to be able to hire someone with Pat
Meneely's broad-based background and expertise," said Mr. McGlone.
"He is a proven, results-oriented executive who has developed and
successfully implemented business process improvements for several
major domestic and international companies."

The corporation's board of directors elected James A. Loveland as
chairman of the board and named two other board members as
committee chairmen. Andrew P. Hines will serve as audit committee
chairman and W. Allan Hopkins as chairman of the board's
compensation committee.

Pat J. Meneely has extensive experience in the human resources and
information technology areas in several industries including
manufacturing, consumer products, and consulting. Before joining
Copperweld, Mr. Meneely held executive positions with Covansys,
Armco, and Wheeling-Pittsburgh Steel. Mr. Meneely earned a BS
degree from Indiana University of Pennsylvania, an MBA from the
University of Pittsburgh and an MS degree in human resource
management from Houston Baptist University.

James A. Loveland has diversified experience in executive
management, international operations, strategic planning, sales
and manufacturing. He recently served as Copperweld's chief
restructuring officer, helping the firm develop the reorganization
plan that enabled it to emerge from bankruptcy. Prior to joining
Copperweld, Mr. Loveland worked as a management consultant,
focusing on business restructuring assignments. He also served for
nine years as president and CEO of WorldSource Coil Coating and
for five years as president and COO of Continental Copper & Steel,
Inc. He holds a BS degree in economics and an MBA from the
University of California, Berkeley.

Andrew P. Hines has nearly 30 years of experience as a senior-
level executive in operations, finance, acquisitions and
divestitures, bank relations and capital financing. He has worked
in the consumer, industrial, retail and e-net industries, with
both Fortune 100 companies, such as RJR Nabisco, Adidas and F.W.
Woolworth, as well as with a number of entrepreneurial companies.
He holds a BBA degree from Saint John's University and attended
Harvard University. He is a member of the American Institute of
Certified Public Accountants and the Financial Executives
Institute.

W. Allan Hopkins has served in executive-level positions in the
steel industry for more than 20 years, including executive
positions in operations and sales for Stelco, Inc., as president
and chief executive officer with Algoma Steel, as chairman of the
board of Empire Specialty Steel Inc., and as president and chief
executive officer of Atlas Steels, Inc. He currently works as a
consultant and serves on the board of directors of several
corporations, including Copperweld. Mr. Hopkins earned a BS degree
in civil engineering from the University of North Dakota.

Copperweld Corporation was founded in 1915 to produce copper clad
steel wire and strand. It expanded into the mechanical and
structural tubing business in the 1950s and into the automotive
components business in the 1990s. In late 1999, it was acquired by
LTV and combined with another acquisition, Welded Tube Company of
America and LTV's existing tubular products business, became the
largest producer of steel tubular products in North America and
the largest producer of bimetallic products in the world. The
Pittsburgh-based company entered bankruptcy when its parent
company, LTV Corporation, filed for Chapter 11 protection in
December 2000. It emerged from bankruptcy as a stand-alone company
on December 18, 2003.


CROWN CASTLE: Will Record Charge Related to Tendered Sr. Notes
--------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) will recognize the
loss related to the extinguishment of the tendered 9% and 9.5%
Senior Notes in the first quarter of 2004, which will decrease its
previously reported fourth quarter and full year 2003 net loss.
The changes have no effect on site rental and broadcast
transmission revenue, total revenue, adjusted EBITDA, net cash
from operating activities, free cash flow (defined as cash from
operating activities less capital expenditures) and 2004 outlook
reported on February 18, 2004.

The revision will move the recognition of a loss on the
extinguishment of tendered Senior Notes from the fourth quarter of
2003 to the first quarter of 2004. On December 5, 2003, Crown
Castle announced cash tender offers for its Senior Notes. The
tender offers for these notes expired on January 6, 2004 and Crown
Castle paid for these notes on January 7, 2004. In its
February 18, 2004 press release reporting fourth quarter and full
year 2003 results, Crown Castle reported a loss of $122.8 million
for the extinguishment of certain debt and preferred securities in
the fourth quarter, inclusive of $22.5 million related to the
extinguishment of the Senior Notes that had been irrevocably
tendered as of December 31, 2003. Crown Castle's determination to
record the loss of $22.5 million in the fourth quarter of 2003 was
made in consultation and with the concurrence of KPMG LLP, its
external auditor.

In conjunction with the preparation of Crown Castle's Form 10-K,
Crown Castle, together with KPMG LLP, determined that it is
appropriate to recognize the loss of $22.5 million on the
extinguishment of such tendered Senior Notes in the first quarter
of 2004. The effect of recognizing the loss on the extinguishment
of such tendered Senior Notes in the first quarter of 2004 will
decrease the previously reported net loss by $22.5 million and the
net loss per share by $0.10 per share in the fourth quarter of
2003. The Senior Notes tendered at December 31, 2003 remain
classified as current maturities of long- term debt at year-end.

The revised net loss and net loss per share for fourth quarter and
full year 2003 follows:

Net loss was $148.8 million for the fourth quarter of 2003,
inclusive of $100.3 million in losses from the retirement of debt
and preferred securities, compared to a net loss of $34.9 million
for the same period in 2002, inclusive of $49.1 million of gains
from the retirement of debt. Net loss after deduction of dividends
on preferred stock was $158.8 million in the fourth quarter of
2003, inclusive of $100.3 million in losses from the retirement of
debt and preferred securities, compared to a loss of $4.2 million
for the same period last year, inclusive of $98.8 million in gains
from the retirement of debt and preferred securities. Fourth
quarter net loss per share was $(0.73) compared to a loss per
share of $(0.02) in last year's fourth quarter of 2002. Prior to
July 1, 2003, gains and losses from purchases of our 12 3/4%
Senior Exchangeable Preferred Stock were presented as part of
dividends on preferred stock in our consolidated statement of
operations. Since that date, such gains and losses are presented
as part of interest and other income (expense) due to the adoption
of a new accounting standard for mandatorily redeemable financial
instruments.

Net loss for full year 2003 was $398.4 million, inclusive of
$137.8 million in losses from the retirement of debt and preferred
securities, compared to a net loss of $272.5 million for the same
period in 2002, inclusive of $79.1 million of gains from the
retirement of debt. Net loss after deduction of dividends on
preferred stock was $452.3 million for the full year 2003,
inclusive of $137.5 million in losses from the retirement of debt
and preferred securities, compared to a loss of $252.9 million for
the same period last year, inclusive of $178.6 million in gains
from the retirement of debt and preferred securities. Full year
2003 net loss per share was $(2.09) compared to a loss per share
of $(1.16) for full year 2002.

Crown Castle's outlook for first quarter and full year 2004
remains unchanged from the prior press release.

Crown Castle International Corp. (S&P, B- Corporate Credit Rating,
Stable Outlook) engineers, deploys, owns and operates
technologically advanced shared wireless infrastructure, including
extensive networks of towers and rooftop sites as well as analog
and digital audio and television broadcast transmission systems.
Crown Castle offers near-universal broadcast coverage in the
United Kingdom and significant wireless communications coverage in
the United States, United Kingdom and Australia. The company owns,
operates and manages over 15,500 wireless communication sites
internationally. For more information on Crown Castle visit:

                 http://www.crowncastle.com/

Crown Castle's December 31, 2003 balance sheet shows a working
capital deficit of $20,074,000


DELACO COMPANY: Retaining McCarter & English as Special Counsel
---------------------------------------------------------------
The Delaco Company asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ McCarter & English,
LLP as its special counsel.

The services of attorneys are necessary to enable the Debtor to
execute faithfully its duties as a debtor-in-possession. In this
engagement, McCarter & English will be required to render various
services to the Debtor including, among others, handling all
aspects of negotiation and/or litigation in connection with the
Debtor's claim for insurance coverage for claims asserting loss
arising from the alleged ingestion of Dexatrim.

The Debtor relates that because the insurance carriers had failed
to defend or indemnify Delaco in the underlying personal injury
litigation, the Company initiated coverage litigation against its
insurers.  The Debtor has sought to settle its disputes with the
insurers.  Recently, Delaco has reached an agreement with one
insurer, under which the insurer will contribute a negotiated
contribution to the Debtor's reorganization to be used to pay
personal injury claims and certain defense costs. In exchange for
the contribution, the insurer is expected to receive the
protection of a channeling injunction.

Andrew T. Berry reports that for the professional services,
McCarter & English's fees are based on its guideline hourly rates:

      Position                            Billing Rate
      --------                            ------------
      partners                            $280 to $510 per hour
      counsel                             $260 to $500 per hour
      associates                          $165 to $300 per hour
      legal assistants and support staff  $35 to $165 per hour

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


DOBSON: S&P Watches Ratings Citing Potential Covenant Violations
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Dobson
Communications Corp., American Cellular Corp., and related
entities (including the 'B-' corporate credit rating) on
CreditWatch with negative implications.

"The CreditWatch placement reflects the potential violation of
bank covenants before year-end 2004 resulting from the company's
revised EBITDA guidance, as well as increased pressure on roaming
revenue due to the pending merger between AT&T Wireless Services
Inc. (AWE) and Cingular Wireless LLC," explained Standard & Poor's
credit analyst Rosemarie Kalinowski.

Dobson Communications is a rural cellular services provider based
in Oklahoma City, Okla. With a total of about 1.6 million
subscribers, Dobson is one of the largest rural wireless
providers. As of Dec. 31, 2003, total debt was about $2.4 billion;
including preferred stock, the total is $2.8 billion.

In the fourth quarter of 2003, Dobson Communications' roaming
revenue, which comprises a high approximate 25% of total revenue,
was lower than anticipated due to the slower growth in roaming
minutes of use (MOUs), particularly from its largest roaming
partner, AWE. AWE has been moving more of its traffic onto its
cost-efficient global system for mobile communications (GSM)
network, and also has been roaming on Cingular's network as its
preferred roaming partner. In addition, AWE was not including free
roaming into Dobson's markets in its GSM rate plans.

As a result of the aforementioned factors, the company's EBITDA
margin declined to 38% in the fourth quarter of 2003, compared
with 43% in the fourth quarter of 2002. Additional risk to the
higher-margin roaming revenue segment could occur upon the merger
of AWE and Cingular, which is anticipated by year-end 2004
dependent upon regulatory approvals. Presently, Cingular's markets
overlap 20% of the markets served by Dobson. Furthermore, the
roaming yield, which averaged $0.20 in 2003, is expected to
decline significantly in 2004 due to step-downs in the existing
five-year roaming contracts.

Because of anticipated lower roaming revenue, Dobson reduced
EBITDA guidance for 2004 to the $390 million-$425 million range.
This could result in a breach of the consolidated debt leverage
covenant of 6.0x under the secured bank facility before year-end
2004. Based on the lower range of the EBITDA guidance for 2004,
net debt to EBITDA would still be tight at about 5.7x.


DOMAN IND: CCAA Monitor KPMG Files March Restructuring Report
-------------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court its
report for the period ended March 1, 2004.

The Monitor's report -- a copy of which may be obtained by
accessing the Company's Web site at http://www.domans.com/or the
Monitor's Web site at http://www.kpmg.ca/doman/-- contains
selected unaudited financial information.


ECHOSTAR COMMS: Massachusetts Financial Reports 5.95% Equity Stake
------------------------------------------------------------------
Massachusetts Financial Services Company beneficially owns
14,654,973 shares of the common stock of EchoStar Communications
Corporation, representing 5.95% of the outstanding common stock
shares of the Corporation.  MFS holds sole voting power over
14,278,333 shares and sole dispostive powers over the entire
14,654,973 shares.  The 14,654,973 include 46,200 shares of common
stock which may be acquired through conversion of convertible
bonds.

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


EDISON INTERNATIONAL: Amends Shareholder Rights Plan
----------------------------------------------------
Edison International's Board of Directors, acting through its
Executive Committee, has approved an amendment to the Company's
shareholder rights plan. The amendment provides that the Board
will not trigger the rights plan to make the rights exercisable
without prior approval by the Company's shareholders.

The Board also adopted a policy that Edison International's
existing rights plan, which will expire by its terms in November
2006, will not be extended, and that the Board would seek
shareholder approval before adopting any future shareholder rights
plan unless, due to timing constraints or other reasons consistent
with the Board's fiduciary duties, a committee consisting solely
of independent directors determines that it would be in the best
interests of shareholders to adopt the plan before obtaining
shareholder approval.  Any rights plan adopted by the Board
without such prior shareholder approval would automatically
terminate on the first anniversary of the adoption of the plan
unless the plan is approved by Edison International's shareholders
before it terminates.

Shareholders approved a non-binding proposal on this issue at
Edison International's annual meeting last year.

Based in Rosemead, California, Edison International (NYSE: EIX)
(S&P, BB+ Corporate Credit and Senior Unsecured Debt Ratings,
Stable) is the parent company of Southern California Edison,
Edison Mission Energy and Edison Capital.


ENERGY WEST: Applies to Modify Existing $23 Mil. Credit Facility
----------------------------------------------------------------
Energy West, Incorporated (Nasdaq: EWST) has filed applications
with the Montana Public Service Commission and the Wyoming Public
Service Commission seeking approval of proposed modifications to
its current $23 million secured revolving credit facility with
LaSalle Bank National Association.

The proposed modifications would involve replacing the current $23
million credit facility with a $15 million, short-term revolving
credit facility, a $6 million, five-year term note, and a $2
million, 180-day bridge loan. The $2 million loan must be repaid
within 180 days with the proceeds of a new placement of equity
securities by the Company. The $6 million, five-year term loan
would bear interest (at the Company's option) at either the
LaSalle Bank prime rate plus 150 basis points or the London
Interbank Offered Rate ("LIBOR") plus 350 basis points. The $2
million 180-day bridge loan would bear interest for the first 90
days at LaSalle's prime rate plus 100 basis points, and for the
91st day through maturity at LaSalle's prime rate plus 200 basis
points. Interest rates on the $15 million short-term revolving
credit facility would be the same as provided under the Company's
current facility with LaSalle Bank.

The new credit facilities would be secured on an equal and ratable
basis with the Company's existing long-term debt, eliminating the
requirement under the present credit facility to restructure the
existing long-term debt by March 31, 2004. The new facilities
would retain generally the same covenants, including financial
covenants, as the current revolving credit facility. In addition,
the new credit facilities would permit the Company to declare
dividends subject to certain restrictions. Any decision with
respect to the timing and amount of future dividends will be made
by the Board of Directors of the Company.

The completion of the modifications to the existing credit
facility is subject to satisfaction of a number of conditions,
including agreement by the Company and LaSalle Bank on the
definitive terms of a new credit agreement, satisfaction of
closing conditions, and regulatory approval from the Montana and
Wyoming public service commissions.

The Company's target for completion of the modifications to the
current credit facility is March 31, 2004.

Energy West's Interim President and CEO John C. Allen stated, "The
proposed modifications to our credit facility with LaSalle will
represent a further enhancement of our financial strength and an
important step in our effort to reinstate a cash dividend. The
modifications would allow us to fund our seasonal cash flow
requirements, and establish a more logical long-term capital
structure. We continue to be very pleased with our relationship
with LaSalle."

                      *    *    *

In its latest Form 10Q filed with the Securities and Exchange
Commission, Energy West, Inc. reports:

               LIQUIDITY AND CAPITAL RESOURCES

"The Company's operating capital needs and capital expenditures
are generally funded through cash flow from operating activities
and short term borrowing. Historically, to the extent cash flow
has not been sufficient to fund capital expenditures, the Company
has borrowed short-term funds. When the short-term debt balance
significantly exceeds working capital requirements, the Company
has issued long-term debt or equity securities to pay down short-
term debt. The Company has greater need for short-term borrowing
during periods when internally generated funds are not sufficient
to cover all capital and operating requirements, including costs
of gas purchased and capital expenditures. In general, the
Company's short-term borrowing needs for purchases of gas
inventory and capital expenditures are greatest during the summer
and fall months and the Company's short-term borrowing needs for
financing customer accounts receivable are greatest during the
winter months.

"On September 30, 2003, the Company established a $23,000,000
revolving credit facility with LaSalle Bank National Association,
as Agent for certain banks. The LaSalle Facility replaced the
Company's previous credit facility with Wells Fargo Bank Montana,
National Association and the amount due under the Wells Fargo
Facility was paid in full out of the proceeds of the LaSalle
Facility. Borrowings under the LaSalle Facility are secured by
liens on substantially all of the assets of the Company and its
subsidiaries. As required under the terms of the Company's
outstanding long-term notes and bonds, the Company's obligations
under the Long Term Debt are secured on an equal and ratable basis
with the Lender in the collateral granted to secure the LaSalle
Facility with the exception of the first $1,000,000 of debt under
the LaSalle Facility.

"Under applicable law, the Company obtained required approvals
from the MPSC and the Wyoming Public Service Commission ("WPSC")
to enter into the LaSalle Facility. The MPSC order granting
approval imposed several requirements on the Company including
restrictions on the use of the proceeds of the LaSalle Facility
for anything other than utility purposes, and requirements that
the Company provide ongoing reports to the MPSC with respect to
the financial condition of the Company and its non-regulated
subsidiaries, and certain other matters. The MPSC order provided
that the Company could fund the remaining $2,200,000 settlement
payment owed by EWR to PPLM. The settlement payment was made on
September 30, 2003, ending the litigation between the two parties.

"The LaSalle Facility provides that the maximum availability under
the facility will be reduced from $23,000,000 to $15,000,000 no
later than March 31, 2004. In addition, the LaSalle Facility
requires that the Company provide a first priority security
interest in certain assets to the Lender no later than March 31,
2004, which would require either restructuring or refinancing of
the Company's Long Term Debt. The Company is presently working on
refinancing in order to satisfy the Lender's requirements. The
Company believes that it will be able to implement such
refinancing by March 31, 2004. Failure to complete such
refinancing would result in a default under the terms of the
LaSalle Facility."


ENRON CORP: Asks Court Nod for Swiss Reinsurance Settlement
-----------------------------------------------------------
Prior to the commencement of its Chapter 11 case, Enron
Corporation, through direct and indirect subsidiaries, was
involved in, among other things, investments to develop, finance,
construct, own, operate and maintain electricity and gas
generation and distribution facilities and other infrastructure
investments internationally.  Enron obtained political risk
insurance in respect of the Investments.  The insurance Enron
obtained provided that the insured under the Policies could be
Enron and subsidiary, affiliated, associated or allied companies,
corporations, firms or organizations as specified on each
Declaration of the Master Cover policies, provided that Enron had
majority ownership and management control of those entities.  At
Enron's request, certain insurers have issued policies in respect
of the Investments under Policy Numbers LP9802345, LP9902981 and
LP0003319.

Swiss Reinsurance Company and the Enron Parties -- Debtors Enron
Corp., Enron International, Enron Asia/Pacific/Africa/China LLC,
Enron South America LLC, Enron Caribbean Basin LLC and Atlantic
Commercial Finance, Inc., and non-debtors Ponderosa Assets LP and
Whitewing Associates LP -- dispute both:

   (a) whether Swiss Reinsurance participated as a direct insurer
       in the Policies; and

   (b) the rights and obligations of the parties that would have
       arisen had Swiss Reinsurance participated as a direct
       insurer in the Policies.

The Enron Parties and Swiss Reinsurance have been involved in
ongoing discussions to resolve the Dispute.  On December 2, 2003,
the Enron Parties and Swiss Reinsurance entered into a
Comprehensive Settlement Agreement to resolve the Dispute.  The
Comprehensive Settlement Agreement provides, inter alia, that,
upon the Closing Date:

   (a) Swiss Reinsurance will pay to Enron, acting on behalf of
       the Enron Parties, $2,139,592 representing return of the
       JLT Payments with interest thereon and on amounts returned
       to JLT Risk Solutions Limited;

   (b) Swiss Reinsurance's alleged participation in the Policies
       will be confirmed as void ab initio due to a mutual
       mistake;

   (c) The payments to Enron by Swiss Reinsurance under the
       Comprehensive Settlement Agreement will be accepted by the
       Enron Parties in consideration of the Enron Released
       Matters and in full and final settlement thereof; and

   (d) The parties thereto will exchange releases.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that the Settlement will resolve in an
expeditious and cost effective manner the Dispute and any other
claims and disputes related to the Policies.  The Debtors are
also able to avoid the costs and delay incident to an adversary
proceeding.  Mr. Sosland assures the Court that the Settlement is
the product of arm's-length bargaining between the Enron Parties
and Swiss Reinsurance.

Accordingly, pursuant to Sections 105(a) and 363 of the
Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to approve the Comprehensive
Settlement Agreement and authorize the Debtors to consummate the
contemplated transaction. (Enron Bankruptcy News, Issue No. 100;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FALCONBRIDGE LTD: S&P Rates C$78 Million Series 3 Preferreds at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' global scale
and 'P-3' Canadian national scale ratings to diversified metal and
mining company Falconbridge Ltd.'s C$78 million par value
cumulative preferred shares series 3. At the same time, all other
ratings on Falconbridge, including the 'BBB-' corporate credit
rating, were affirmed. The outlook is negative.

The ratings on Falconbridge reflect its good business position as
the third-largest nickel producer in the world, combined with a
strong presence in copper production and a solid financial
profile. The ratings on Falconbridge are capped by the ratings on
Noranda Inc. (BBB-/Negative/A-3), which has a 59.5% ownership
interest in Falconbridge.

"Falconbridge's ability to maintain the current ratings depends on
Noranda's success in meeting cash flow targets, including
achieving planned cash flows from operations and asset sales, and
its ability to refinance ongoing debenture maturities," said
Standard & Poor's credit analyst Donald Marleau. If Noranda is
unable to achieve these objectives, the ratings on both companies
could be lowered.

Falconbridge's financial results are good for the ratings,
although they are cyclical, given the volatile pricing of its core
base metals products. Strong base metals prices in late 2003 and
early 2004 have resulted in continued improvement in the company's
profitability and cash flow protection, with EBIT interest
coverage of 5.1x and EBITDA interest coverage of 9.1x for the year
ended Dec. 31, 2003. Although the company's first-quarter 2004
results are expected to moderate somewhat because of the three-
week strike and subsequent ramp-up at its significant Sudbury,
Ont., operations, credit metrics should remain in line with the
ratings.


FLEXTRONICS: Schedules Mid-Quarter Conference Call for March 4
--------------------------------------------------------------
Flextronics (Nasdaq: FLEX) will host its regular mid-quarter
conference call on Thursday, March 4.

The conference call, hosted by Flextronics' senior management,
will be held at 1:30 p.m. PST and will provide a general update on
the Company and its future outlook. This call will be broadcast
via the Internet and may be accessed by logging on to the
Company's Web site at http://www.flextronics.com/

A replay of the broadcast will remain available on the Company's
Web site after the call.

One minimum requirement to listen to the broadcast is Microsoft
Windows Media Player software. Free download at:

  http://www.microsoft.com/windows/windowsmedia/download/default.asp

Another minimum requirement is at least a 28.8 Kbps bandwidth
connection to the Internet.

                    About Flextronics

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services (EMS) provider focused on delivering
operational services to technology companies. With fiscal year
2003 revenues of $13.4 billion, Flextronics is a major global
operating company with design, engineering, manufacturing and
logistics operations in 29 countries and five continents. This
global presence allows for manufacturing excellence through a
network of facilities situated in key markets and geographies that
provide its customers with the resources, technology and capacity
to optimize their operations. Flextronics' ability to provide end-
to-end operational services that include innovative product
design, test solutions, manufacturing, IT expertise, network
services, and logistics has established the Company as the leading
EMS provider. Web site is at http://www.flextronics.com/

                     *     *     *

As reported in the Troubled Company Reporter's February 27, 2004
edition, Fitch Ratings has initiated coverage of Flextronics
International Ltd. The company's senior subordinated notes are
rated 'BB+'. The Rating Outlook is Stable. Approximately $1.1
billion of debt is affected by Fitch's action.

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

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

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


GARDEN RIDGE: Delaware Court Approves $70 Million DIP Financing
---------------------------------------------------------------
Garden Ridge Corporation received approval for its $70 million in
debtor-in-possession financing from Bank of America as part of its
reorganization plan filed Feb. 2, 2004. The approval was given by
the U.S. Bankruptcy Court for the District of Delaware.

The DIP financing was arranged by Garden Ridge to continue normal
operations and enhance its growth. The primary stockholder in the
company, Three Cities Research, is also considering an additional
equity investment as well.

Reaction from the supplier and vendor community has been strong
providing the services, shipments and depth of merchandise for
Garden Ridge shoppers. In addition, vendors are being very
supportive and responsive to Garden Ridge buyers seeking more and
unique products in support of their strategy to focus on new,
seasonal and promotional merchandise.

Garden Ridge continues to see improving results with same store
sales in February increasing by 4.4 percent and pacing for March
showing positive comps. The momentum started in December 2003, the
largest sales month of the year for Garden Ridge, with same store
sales increasing by 5.4 percent. In January 2004, the company
recorded a 2.6 percent increase.

"Our sales momentum is being driven right now by new spring
merchandise and promotional buys in multiple categories including
'silk' florals, domestics, patio furniture and new Easter
arrivals," said Jack Lewis, president and Chief Merchandising
Officer for Garden Ridge. "We truly appreciate the vote of
confidence from our vendors and this partnership will be rewarding
for us all."

Garden Ridge is a privately held home decor retailer with 36
stores in 13 midwest and southeast states. For more information,
visit http://www.gardenridge.com/


GLOBAL AXCESS: Raises $3.5 Million Through Private Placement
------------------------------------------------------------
January 29, 2004, Global Axcess Corp., a Nevada corporation,
raised $3,500,000 in connection with the sale of 14,000,000 shares
of common stock for $.25 per share to two institutional investors.
The investors, upon the purchase of every two shares of common
stock, also received four common stock purchase warrants, which
resulted in the issuance of 28,000,000 common stock purchase
warrants. The Company issued four types of warrants (F Warrants, G
Warrants, H Warrants and I Warrants), which are exercisable for a
period of five years or for 18 months after the effective date of
a registration statement covering the shares of common stock
underlying the warrants, whichever is longer. The four warrants
terms are as follows:

        * The F Warrants are exercisable at $.35 per share and are
          not callable by the Company.

        * The G Warrants are exercisable at $.35 per share and are
          callable by the Company if the market price of the
          Company's common stock is equal to, or in excess of,
          $0.70 for a period of twenty consecutive days and there
          is an effective Registration Statement covering the
          shares common stock underlying the G Warrant.

        * The H Warrants are exercisable at $.50 per share and are
          callable by the Company if the market price of the
          Company's common stock is equal to, or in excess of,
          $1.00 for a period of twenty consecutive days and there
          is an effective Registration Statement covering the
          shares common stock underlying the H Warrant.

        * The I Warrants are exercisable at $1.00 per share and
          are callable by the Company if the market price of the
          Company's common stock is equal to, or in excess of,
          $1.25 for a period of twenty consecutive days and there
          is an effective Registration Statement covering the
          shares common stock underlying the I Warrant.

All common shares associated with this private placement are
restricted securities in accordance with Rule 144 as promulgated
under the of the Securities Act of 1933. However, the Company is
required to file a registration statement covering the shares of
common stock and the shares underlying the common stock purchase
warrants by April 24, 2004 and it is required to go effective by
July 29, 2004.

                          *   *   *

                LIQUIDITY AND CAPITAL RESOURCES

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

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

                  Additional Funding Sources

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

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

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

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

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

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

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


HALSEY DRUG: Closes $12.3 Million Securities Private Offering
-------------------------------------------------------------
On February 6, 2004, Halsey Drug Co., Inc. consummated a private
offering of securities for an aggregate purchase price of
approximately $12.3 million. The securities issued in the Offering
consisted of convertible senior secured debentures. The Debentures
were issued by the Company pursuant to a Debenture Purchase
Agreement dated February 6, 2004, between the Company, Care
Capital Investments II, LP, Essex Woodlands Health Ventures V,
L.P., Galen Partners III, L.P. and each of the Purchasers listed
on the signature page.

Of the approximate $12.3 million in Debentures issued in the
Offering, approximately $2 million of Debentures were issued in
exchange for the surrender of like amount of principal plus
accrued interest outstanding under Company's 5% convertible senior
secured debentures issued pursuant to working capital bridge loan
transactions with Care Capital, Essex Woodlands and Galen Partners
III, L.P., Galen International III, L.P., and Galen Employee Fund
III, L.P. during November and December, 2003.

The Debentures, issued at par, bear interest at the rate of 1.62%
per annum, the short-term Applicable Federal Rate on the date of
issuance.

The Debentures (including the principal amount plus interest
accrued at the date of conversion) will convert automatically into
the Company's Series A convertible preferred stock immediately
following the Company's receipt of shareholder approval at its
next shareholder's meeting to restate the Company's Certificate of
Incorporation to authorize the Series A Shares and the Junior
Preferred Shares and the filing of the Charter Amendment with the
Office of the New York Department of State, as provided in the
Purchase Agreement. The Debentures will convert into Series A
Shares at a price per share of $0.6425, representing the average
of the closing bid and asked prices of the Company's common stock
for the twenty (20) trading days ending two days immediately prior
to the date of the Purchase Agreement, as reported by the Over-
the-Counter ("OTC") Bulletin Board. The Conversion Price is
subject to adjustment, from time to time, to equal the
consideration per share received by the Company for its common
stock, or the conversion/exercise price per share of the Company's
common stock issuable under rights or options for the purchase of,
or stock or other securities convertible into, common stock, if
lower than the then applicable Conversion Price.

Based on the $0.6425 Conversion Price of the Series A Shares and
estimating the interest accrual under the Debentures prior to the
Charter Amendment Filing Date, the Debentures with an aggregate
principal amount of $14 million would be convertible into an
aggregate of approximately 22 million Series A Shares.

The Purchase Agreement provides that the holders of the Series A
Shares shall have the right to vote as part of a single class with
all holders of the Company's voting securities on all matters to
be voted on by such security holders. Each holder of Series A
Shares shall have such number of votes as shall equal the number
of votes he would have had if such holder converted all Series A
Shares held by such holder into shares of common stock immediately
prior to the record date relating to such vote. The Purchase
Agreement also provided for the execution of an Investor Rights
Agreement providing the holders of the Series A Shares with veto
rights relating to certain material Company transactions.

The Purchase Agreement provides that each of Care Capital, Essex
and Galen has the right to designate for nomination a member of
the Company's Board of Directors, and that the Lead Investors
collectively may designate one additional member of the Board. The
Purchase Agreement further provides that the Designees shall be,
if so requested by such Designee in his sole discretion, appointed
to the Company's Executive Committee, Compensation Committee and
any other Committee of the Board of Directors. The Designees of
Care Capital, Essex and Galen are Messrs. Karabelas, Thangjaraj
and Wesson, respectively, each of whom are current Board members.
Effective as of the closing of the Purchase Agreement, the Lead
Investors may collectively nominate one additional Designee to the
Board. The Company has agreed to nominate and appoint to the Board
of Directors, subject to shareholder approval, one designee of
each of Care Capital, Essex and Galen, and one collective designee
of the Lead Investors, for so long as each holds a minimum of 50%
of the Series A Shares initially issued to such party (or at least
50% of the shares of common stock issuable upon conversion of the
Series A Shares).

The Purchase Agreement further provides that the Company may issue
additional Debentures in the principal amount of up to
approximately $1.23 million within 120 days of the date of the
Purchase Agreement, provided that the aggregate principal amount
of Debentures issued pursuant to the Purchase Agreement shall not
exceed $14 million without the consent of the holders of 60% of
the principal amount of the Debentures then held by Care Capital,
Essex and Galen.

Simultaneous with the execution of the Purchase Agreement, and as
a condition to the initial closing of the Purchase Agreement, the
Company, the 2004 Debenture Investor Group and each of the holders
of the Company's outstanding 5% convertible senior secured
debentures maturing March 31, 2006 executed a certain Debenture
Conversion Agreement, dated February 6, 2004. In accordance with
the terms of the Conversion Agreement, each holder of the
Outstanding Debentures agreed to convert the Outstanding
Debentures held by such holder into the Company's Series B
convertible preferred stock and/or Series C-1, C-2 and/or C-3
convertible preferred stock. The Series C Shares together with the
Series B Shares are herein referred to as, the "Junior Preferred
Shares", and the Junior Preferred Shares together with the Series
A Shares, are collectively, the "Preferred Shares". The Conversion
Agreement provides, among other things, for the automatic
conversion of the Outstanding Debentures into the appropriate
class of Junior Preferred Shares immediately following the
Company's receipt of shareholder approval to the Charter Amendment
authorizing the creation of the Series B Shares and Series C
Shares and the filing of the Charter Amendment with the Office of
the New York Department of State.

Halsey Drug Company, Inc. was a party to a certain Loan Agreement
with Watson Pharmaceuticals, Inc. under which Watson has made term
loans to the Company in the aggregate principal amount of
approximately $21.4 million as evidence by two (2) promissory
notes. It was a condition to the completion of the Debenture
Offering that simultaneous with closing of the Purchase Agreement,
the Company shall have paid to Watson the sum of approximately
$4.3 million (which amount was funded by the Company from the
proceeds of the Debenture Offering) and conveyed to Watson certain
Company assets in consideration for Watson's forgiveness of
approximately $16.4 million of indebtedness under the Watson
Notes. In addition, the Watson Notes were amended to, among other
things, extend the maturity date of the Watson Notes from March
31, 2006 to June 30, 2007 and to provide for the satisfaction of
interest under the Watson Notes in the form of the Company's
common stock. Following such amendments, the Watson Notes were
purchased from Watson by Care Capital, Essex, Galen and certain
other investors in consideration for a $1 million payment to
Watson.

The company's Sept. 30, 2004, issue of the Troubled Company
Reporter discloses a net capital deficit of about $39 million.


HAWAIIAN HOLDINGS: Outlines Preliminary Reorg. Plan for Airline
---------------------------------------------------------------
Hawaiian Holdings Inc., the parent company of Hawaiian Airlines
announced its preliminary plan for the reorganization of the
Airline, and a vision for the future that includes expansion of
the airline's routes.

Presented by Holdings Chairman John Adams, the plan provides for
resolution of all outstanding claims against and interests in HAL,
and proposes:

     * infusing at least $30 million in new capital in return for
       50% of the newly reorganized company

     * 40% of the company remains with existing shareholders.

     * $160 million dollar unsecured note plus 10% of new stock
       (at no cost) to the unsecured creditors

     * accepting lease terms offered by Boeing in the plan offered
       by CRG/Boeing

     * a mechanism to deal with the underfunding of the Pilots
       Pension Plan subject to disclosure of necessary information
       from the trustee

     * emerging from bankruptcy by Fall 2004

     * negotiate 3 year extension of contracts with Hawaiian's
       unions, asking for no wage givebacks from Hawaiian's
       employees.


"Our plan supports Hawaiian's employees--the folks whose
dedication and hard work have turned our Airline around" Adams
said. HAL employees have already given enough with previous wage
concessions, he stated, and, "they continue to contribute to the
Airline's financial success every day by their professionalism and
aloha spirit. Asking them to dig deeper will kill morale and cut
the heart out of what's making Hawaiian a success today-its
people."

Adams noted that plans created prior to his departure from HAL
last year have steered it to 10 consecutive months of profits,
enabled it to become the industry leader in on-time performance,
and resulted in a strong cash balance. "Hawaiian's success isn't a
flash in the pan. It is hard, consistent evidence that, by
streamlining operations and refocusing priorities, Hawaiian's
talented management team, led by Mark Dunkerly, has been able to
achieve remarkable results. What Hawaiian needs now is continuity,
not change," he said.

Consequently, the Holdings Preliminary Reorganization Plan will
keep the current HAL management team intact with the exception of
moving President Mark Dunkerley into the position of Chief
Executive Officer. "The right person for the job of leading
Hawaiian Airlines is already on the job," said Adams.

Presenting with Adams was GCW Consulting President Mo Garfinkle, a
Hawaiian Holdings advisor and renowned industry analyst. Garfinkle
stated that the Airline's recent track record and operational
performance illustrates a strong value for existing shareholders.
He emphasized that the company has an enterprise value that far
exceeds the claims, had 2003 profits of $75 million, and with
record profits in January Hawaiian is off to an even better start
in 2004.

"Any reorganization plan that does not recognize that this airline
made impressive profits last year, and has substantial cash and
real momentum going into 2004, is a plan to steal Hawaiian
Airlines, not reorganize it. The CRG/Boeing Plan brings new
meaning to the term 'bottom fishing.' There is real value,
significant value, in the equity in this airline and the Hawaiian
Airlines franchise," Garfinkle stated.

    Other key elements of the preliminary plan include:

     * no topping fee (bonus) for preparation of the
       Reorganization Plan

     * creation of a litigation trust with an independent
       committee that will oversee the lawsuit against John Adams
       and AIP LLC with 65% of proceeds going to unsecured
       creditors and 35% to the reorganized HAL

     * plans to expand HAL's reach far into Asia and non-
       traditional Mainland markets

"Our vision will benefit the Airline, its employees, and the
economy of the State of Hawaii," said Adams. "We want to give
Hawaii residents more access to the rest of the world ... . and
provide the means by which we can bring thousands of new visitors
to Hawaii."

Adams said that the plan filed is preliminary because neither
Holdings, nor any bidder have been given access to the Airlines'
financial and traffic information, or to the lease terms offered
by Boeing. "All bidders should have access to all company records
and data, as well as the Boeing aircraft lease terms," Adams said.
"For this bidding process to have any credibility, it must be
open, transparent, and on a level playing field." Adams said that
once they have access to such information he expects Holdings to
file an enhanced and detailed plan of reorganization.

Within the next two weeks, Hawaiian Holdings will file a motion
asking the bankruptcy court to ensure such information is widely
available to all bidders.


HAYES LEMMERZ: Deutsche Bank Discloses 6.59% Equity Stake
---------------------------------------------------------
Jeffrey A. Ruiz, Vice President of Deutsche Bank AG, London
Branch, reports in a regulatory filing with the Securities and
Exchange Commission, that Deutsche Bank beneficially owns
1,978,004 shares in Hayes Lemmerz International, Inc.'s Common
Stock with par value at $0.001.  The shares represent 6.59% in
Hayes' outstanding common stock.

In accordance with Securities Exchange Act Release No. 39538
dated January 12, 1998, the filing discloses the securities
beneficially owned by the Corporate and Investment Banking
business group and the Corporate Investments business group of
Deutsche Bank AG and its subsidiaries and affiliates.

Mr. Ruiz attests that the filing does not reflect securities, if
any, beneficially owned by any other business group of Deutsche
Bank.  Furthermore, the CIB disclaims beneficial ownership of the
securities beneficially owned by:

   (a) any client accounts with respect to which the CIB or its
       employees have voting or investment discretion, or both;
       and

   (b) certain investment entities, of which the CIB is the
       general partner, managing general partner, or other
       manager, to the extent interests in the entities are held
       by persons other than the CIB. (Hayes Lemmerz Bankruptcy
       News, Issue No. 45; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


HAYNES: Interest Nonpayment Spurs S&P to Cut Credit Rating to D
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kokomo, Indiana-based Haynes International Inc. to 'D'
from 'CC/Negative/--'. The senior unsecured rating also was
lowered to 'D' from 'CC'.

"The rating action followed the company's missed March 1, 2004,
$8.1 million interest payment on its 11.625% senior notes due
September 2004," said Standard & Poor's credit analyst Dominick
D'Ascoli.

The ratings previously were lowered to 'CC' with a negative
outlook on Jan. 6, 2004, following the company's announcement that
it retained an outside entity to assist it in restructuring its
balance sheet. Standard & Poor's views a restructuring as highly
probable and does not expect lenders to receive full principal
repayment.

Haynes International is a manufacturer of high performance alloys
serving the aerospace and chemical processing industries.


HOLLINGER: Fails to Make Debt Interest Payment Due March 1, 2004
----------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B; HLG.PR.C) has not made the
interest payment due March 1, 2004, on its outstanding US$120.0
million aggregate principal amount of 11.875% senior secured
notes due 2011. The non-payment of interest does not constitute an
event of default under the indenture governing the Senior Secured
Notes unless such non-payment continues for a period of 30 days
from the date such interest is due. Hollinger, together with its
advisors, are continuing to actively examine Hollinger's available
options in order to satisfy its obligations under the Senior
Secured Note indenture in a timely manner.

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

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


HOLLINGER INC: Press Holdings Withdraws Stock Acquisition Offers
----------------------------------------------------------------
Press Holdings International Limited announced that Press
Acquisition Inc., a wholly-owned Canadian subsidiary of PHIL, has
withdrawn its offers to acquire all of the issued and outstanding
retractable common and preference shares of Hollinger Inc. (TSX:
"HLG.C", "HLG.PR.B" and "HLG.PR.C").

The offers, which were announced by PHIL on January 18, 2004 and
mailed to Hollinger Inc. shareholders and optionholders on
January 27, 2004, were made pursuant to the terms of a Tender and
Shareholder Support and Acquisition Agreement, by and among PHIL,
The Ravelston Corporation Limited and Lord Black of Crossharbour.
The offers were scheduled to expire at 8:00 a.m., Eastern Standard
Time, on March 3, 2004.  No Hollinger Inc. shares were purchased
by PAI pursuant to the offers.  PHIL has instructed Computershare
Investor Services Inc., the depositary for the offers, to return
all Hollinger Inc. shares tendered to date pursuant to the offers
as soon as practicable.

PHIL, Ravelston and Lord Black have also mutually agreed to
terminate the Tender and Shareholder Support and Acquisition
Agreement.

In connection with the withdrawal of the offers, PHIL's agreement
to fund the aggregate consideration being offered by Hollinger
Inc. for any and all of its outstanding 11.875% Senior Secured
Notes due 2011 under the debt tender offer for US$1,250 per
US$1,000 principal amount of Notes has been terminated.

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

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


HOME INTERIORS: S&P Cuts Rating to B over Increased Debt Leverage
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Home Interiors & Gifts Inc. to 'B' from 'B+'. Standard &
Poor's also assigned its 'B' bank loan rating and a recovery
rating of '2' to Home Interiors' proposed $370 million senior
secured credit facility, issued as part of a proposed refinancing.
The '2' recovery rating indicates an expectation of substantial
recovery of principal in the event of a default. In addition,
Standard & Poor's lowered its subordinated debt rating on Home
Interiors to 'CCC+' from 'B-'.

The outlook is stable.

Total debt outstanding pro forma for the refinancing is expected
to be about $475 million.

"The downgrade reflects Home Interiors' increased debt leverage as
a result of the proposed refinancing, in which the company will
retire $147 million in preferred stock and accrued dividends,"
said credit analyst Martin S. Kounitz.

The ratings are based on the high level of business risk
associated with Home Interiors' direct-sales business model as
well as the company's aggressive debt leverage.

Carrolton, Texas-based Home Interiors sells decorative accessories
such as framed art, mirrors, and candles to more than 98,000
independent sales representatives. These representatives, known as
displayers, resell the products using a party-plan method. The
company's sales are vulnerable to changes in incentives for its
sales personnel; slight disruptions in the fulfillment of orders;
the training and experience level of the displayers; and
competition for the recruitment of experienced personnel.


IMPATH INC: Genzyme Named Lead Bidder for Cancer Testing Unit
-------------------------------------------------------------
Genzyme Corporation (Nasdaq: GENZ) and IMPATH Inc. (OTC: INPHQ.PK)
entered into a definitive agreement under which Genzyme will
become the lead bidder to purchase the assets of IMPATH Inc.'s
Physician Services business unit, a leader in the growing market
for oncology testing. Under the agreement, Genzyme will purchase
IMPATH's Physician Services unit for approximately $215 million in
cash, and combine it with the Genzyme Genetics business unit.

IMPATH Inc. filed for Chapter 11 bankruptcy protection on
September 28, 2003. IMPATH Physician Services will proceed through
a competitive auction process, pursuant to Section 363 of the
Bankruptcy Code. The definitive agreement, subject to Bankruptcy
Court approval, gives Genzyme so-called "stalking horse" status.
This status confers certain rights to Genzyme, including a break-
up fee should these assets be sold to another party through the
auction. It is expected that the sale of these assets will be
completed in the second quarter of 2004.

The potential addition of IMPATH's cancer diagnostic business -
together with Genzyme's planned acquisition of ILEX Oncology
announced last week - would significantly expand the company's
presence across the entire continuum of oncology patient care,
from diagnosis to treatment. Through the IMPATH acquisition,
Genzyme would obtain a leading array of oncology diagnostics in
solid-tumor and blood-based cancers, testing laboratories in New
York City, Phoenix and Los Angeles, and a strong team of board-
certified anatomic and clinical pathologists with extensive
experience in oncology testing. Genzyme plans to maintain
operations at IMPATH's facilities and hire substantially all of
IMPATH Physician Services' employees.

"Genzyme Genetics is very pleased to have the opportunity to
combine with IMPATH Physician Services, which has earned and
maintained strong customer loyalty by delivering high quality
testing services with a focus on patient care," said Mara
Aspinall, president, Genzyme Genetics. "We believe the market for
oncology testing will continue to grow, fueled by the development
of new sophisticated tests and treatments for cancer. While we
increase our involvement in cancer testing, we will maintain and
strengthen our core commitment to prenatal testing."

Carter H. Eckert, chairman and chief executive officer of IMPATH
Inc., said, "We are delighted to announce this transaction
especially in light of the quality reputation that Genzyme and its
talented management team have earned over the years. Genzyme's
focus made the synergies between our companies very clear. The
opportunity for our IMPATH Physician Services business to go
forward under the Genzyme umbrella, while enabling us to deliver
value to our economic stakeholders, was a key factor in our
selection. Our team of dedicated professionals is extremely
pleased to be joining one of the world's leading global
biotechnology companies."

                    About Genzyme

Genzyme Genetics is a leading, nationwide provider of high-quality
genetic testing and genetic counseling services for physicians and
their patients. With six laboratories across the U.S., Genzyme
Genetics offers extensive reproductive and cancer testing
services, supported by innovative technology and a commitment to
quality service and trusted information. Genzyme Genetics is a
business unit of Genzyme Corporation.

Genzyme Corporation is a global biotechnology company dedicated to
making a major positive impact on the lives of people with serious
diseases. The company's broad product portfolio is focused on rare
genetic disorders, renal disease, osteoarthritis and immune-
mediated diseases, and includes an industry-leading array of
diagnostic products and services. Genzyme's commitment to
innovation continues today with research into novel approaches to
cancer, heart disease, and other areas of unmet medical need. More
than 5,300 Genzyme employees in offices around the globe serve
patients in over 80 countries.

                    About IMPATH

IMPATH is in the business of improving outcomes for cancer
patients. IMPATH Physician Services uses sophisticated
technologies to provide patient- specific cancer diagnostic and
prognostic services to more than 9,000 pathologists and
oncologists in over 2,400 hospitals and oncology practices. IMPATH
helps physicians accurately diagnose and treat more than 150,000
cancer cases each year.


KEYSTONE CONSOLIDATED: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Keystone Consolidated Industries, Inc.
             5430 LBJ Freeway, Suite 1740
             Three Lincoln Center
             Dallas, Texas 75240-2697

Bankruptcy Case No.: 04-22422

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
FV Steel and Wire Company                  04-22421
DeSoto Environmental Management, Inc.      04-22423
J.L. Prescott Company                      04-22424
Sherman Wire Company                       04-22425
Sherman Wire of Caldwell, Inc.             04-22426

Type of Business: The Debtor makes carbon steel rod and fabricated
                  wire products including fencing, barbed wire,
                  welded wire and woven wire mesh for the
                  agricultural, construction and do-it-yourself
                  markets.

Chapter 11 Petition Date: February 26, 2004

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsels: Daryl L. Diesing, Esq.
                   Whyte Hirschboeck Dudek S.C.
                   555 East Mason Street, Suite 1900
                   Milwaukee, WI 53202
                   Tel: 414-273-2100

                   David L. Eaton, Esq.
                   Kirkland & Ellis LLP
                   200 East Randolph Drive
                   Chicago, IL 60601
                   Tel: 312-861-2000

Total Assets: $196,953,000

Total Debts:  $365,312,000

Debtors' Consolidated 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Philip Metal Corporation      Trade                   $7,421,915
85 West Algonquin Rd, Ste 210
Arlington Heights, IL 60005

Triumph Capital CBO I, Ltd.   6% Subordinated         $6,650,000
c/o JP Morgan Chase           Unsecured Notes due
Attn: Trust Income            2011
Processing
P.O. Box 200547
Houston, TX 77216

The Bank of New York          9 5/8% Senior           $6,150,000
                              Unsecured Notes due
                              2007

Ameren Cilco                  Trade                   $3,018,264
P.O. Box 66788
St. Louis, MO 63166-6788

Sigler & Co.                  6% Subordinated         $3,000,000
c/o JP Morgan Chase Bank      Unsecured Notes due
Chase International Plaza     2011
Attn: Gilbert Ruiz
14201 Dallas Parkway, 13th Fl
Dallas, TX 75240

OBIE & Co.                    6% Subordinated         $3,000,000
c/o JP Morgan Chase           Unsecured Notes due
Attn: Trust Income            2011
Processing
P.O. Box 200547
Houston, TX 77216

Embassy & Co.                 6% Subordinated         $1,825,000
U.S. Bank N.A.                Unsecured Notes due
P.O. Box 1787                 2011
Mail Code: MW WI-5210
Milwaukee, WI 53201

WHP Health Initiativese       Trade                   $1,009,480
22536 Network Place
Chicago, IL 60673-1225

Peoria Disposal Co.           Trade                     $535,609
P.O. Box 9071
Peoria, IL 61614

Motion Industries Inc.        Trade                     $324,585
3113 North Main
P.O. Box 2128
East Peoria, IL 61611

B&Z Galvanized Ind., Inc.     Trade                     $298,212
308 E. San Bernandino Road
Covina, CA 91723

Midwest Mill Service          Trade                     $267,860

Baker Refractories/LWB Refr.  Trade                     $262,001
6365 Paysphere Circle
Chicago, IL 60674

Sintermet LLC                 Trade                     $254,187
P.O. Box 7247-6758
Philadelphia, PA 19170-6758

Peoria & Pekin Union Railway  Trade                    $204,576

John Ramsey Grayson County    Trade                    $190,031

Baosteel America Inc.         Trade                    $161,627

Aramark Service               Trade                    $150,990

IMS                           Trade                    $131,966

Orind USA Inc.                Trade                    $118,164


KNOX COUNTY: Wants to Tap McBrayer McGinnis as Special Counsel
--------------------------------------------------------------
Knox County Hospital Operating Corporation seeks permission from
the U.S. Bankruptcy Court for the Eastern Division of Kentucky,
London Division, to employ McBrayer, McGinnis, Leslie & Kirkland,
PLLC, as special counsel in its Chapter 11 cases.

McBrayer McGinnis will render necessary general legal advice and
services, including but not limited to general corporate
management, employment relations, risk management, health care
issues and certain defense work to assist the Debtor in operating
its business and carrying out its duties.

The Debtor reports that McBrayer McGinnis served as general
counsel to the Debtor prior to the filing of the chapter 11
petition.  The firm provided general corporate, governmental
affairs, risk management and employment advice.  In addition,
McBrayer McGinnis represented the Debtor in defense of the actions
styled:

    i) Remesta Medical Corporation v. Knox County Hospital
       Operating Corporation, Knox Circuit Court Action
       No. 0300200; which is now stayed; and

   ii) Knox County Hospital Operating Corporation v. Charles
       Brent Barton, M.D. Knox Circuit Court Action
       No. 03-00487.

The Remesta Medical action was a collection against and an agreed
judgment was reached and is being held in trust by plaintiff's
counsel.  The Barton Action is an action fro breach of contract
and unjust enrichment against an individual who agreed to practice
medicine in Knox County, Kentucky in exchange for a loan from the
Debtor.

Except with respect to the Barton Action, McBrayer McGinnis will
be retained at customary hourly rates, which range from $205 to
$235 per hour.  For the Barton Action, McBrayer McGinnis bills at
$85 per hour and a contingency fee of 33-1/3% of the gross
recovery.

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.


L-3 COMMUNICATIONS: Will Present at Bear Stearns' Conference Today
------------------------------------------------------------------
Frank C. Lanza, chairman and chief executive officer of L-3
Communications (NYSE: LLL), will be presenting at the Bear Stearns
11th Annual Commercial Aerospace & Defense Conference on today.

Mr. Lanza's presentation will begin at 1:40 PM EST. The audio
portion of his presentation will be webcast live, and an audio
replay will be available. To access the webcast, please visit:


http://customer.nvglb.com/BEAR002/030204a_cy/default.asp?entity=l3communicat
ions

Headquartered in New York City, L-3 Communications (S&P, BB+
Corporate Credit Rating, Positive Outlook) is a leading provider
of Intelligence, Surveillance and Reconnaissance (ISR) systems,
secure communications systems, aircraft modernization, training
and government services and is a merchant supplier of a broad
array of high technology products. Its customers include the
Department of Defense, Department of Homeland Security, selected
U.S. Government intelligence agencies and aerospace prime
contractors.

To learn more about L-3 Communications, please visit the company's
Web site at http://www.L-3Com.com/


LA QUINTA: Board Declares Dividend on 9% Preferred Stock
--------------------------------------------------------
La Quinta Properties, Inc.'s Board of Directors declared a
dividend of $0.5625 per depositary share on its 9% Series A
Cumulative Redeemable Preferred Stock for the period from January
1, 2004 to March 31, 2004. Shareholders of record on March 15,
2004 will be paid the dividend of $0.5625 per depositary share of
Preferred Stock on March 31, 2004.

Dividends on the Series A Preferred Stock are cumulative from the
date of original issuance and are payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year (or,
if not a business date, on the next succeeding business day) at
the rate of 9% of the liquidation preference per annum (equivalent
to an annual rate of $2.25 per depositary share).

          About La Quinta Corporation (NYSE: LQI)

Dallas based La Quinta Corporation and its controlled subsidiary,
La Quinta Properties, Inc., a leading limited service lodging
company, owns, operates or franchises more than 370 La Quinta Inns
and La Quinta Inn & Suites in 33 states. Today's news release, as
well as other information about La Quinta, is available on the
Internet at http://www.LQ.com/

                          *    *    *

As reported in the Troubled Company Reporter's December 22, 2003
edition, Fitch Ratings affirmed the senior unsecured ratings La
Quinta at 'BB-', and has revised the Rating Outlook to Stable from
Negative.

The ratings reflect La Quinta's sizable and geographically diverse
asset base of owned hotel properties, healthy liquidity, improved
capital structure, and strong track record in a challenging
environment. Risks include significant debt levels, minimal free
cash flow generation, potential acquisitions and limited brand
recognition.

The change in Outlook reflects LQI's improved capital structure,
stronger business profile, and recent strengthening of lodging
fundamentals. Overhang to the rating and Outlook is LQI's stated
priority of making a strategic acquisition with net proceeds of a
recent equity issuance. In the event proceeds are used to further
improve its capital structure, Fitch would likely review the
rating and/or outlook for possible upgrade.


LA VOZ COMM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: La Voz Communications, Inc.
        dba La Nacion USA
        2615-A Shirlington Road
        Arlington, Virginia 22206

Bankruptcy Case No.: 04-10842

Type of Business: The Debtor is a daily Spanish-language
                  newspaper that covers news from the U.S.
                  Capitol, White House, FBI, CIA, Supreme Court,
                  International, National, Local, Immigration,
                  Hispanic Vote, Culture, and Sports.
                  See http://www.lanacionusa.com/

Chapter 11 Petition Date: February 27, 2004

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Kermit A. Rosenberg, Esq.
                  Tighe Patton Armstrong Teasdale, PLLC
                  1747 Pennsylvania Avenue
                  North West, Suite 300
                  Washington, DC 20006-4604
                  Tel: 202-293-0398
                  Fax: 202-393-0363

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Jesus C. Sanchez-Canete       Wages                     $660,000
5672 Independence Circle
Alexandria, VA 22312

Rose M. Sanchez-Canete        Wages                     $266,600
12938 Freestone Court
Woodbridge, VA 22192

Hanover Publishing            Trade                      $96,000

Gannett Offset/Springfield    Trade                      $60,000

Journal Newspaper, Inc.       Trade                      $50,000

Ridge Paper Company           Trade                      $23,212

Columbia Real Estate          Rent - Arlington           $18,824
Investment Group, LLC

Information Leasing           Trade                      $14,060
Corporation

McGrann Paper Corp.           Trade                      $10,806

Konica Minolta Graphic        Trade                       $9,854

Superior Lithoplate of        Trade                       $5,810
Indiana, Inc.

Agence France Presse          Trade                       $5,600

Deutsche                      Trade                       $5,600
Presse-Agentur (DPA)

U.S. Ink                      Trade                       $5,559

Kansa Technology LLC          Trade                       $4,608

XPEDX                         Trade                       $4,000

AGGREKO, LLC                  Trade                       $2,784

Nomitex, S.A. de C.V.         Trade                       $2,700

Cintas Corp.                  Trade                       $2,520

Capital One Services          Trade                         $842


LIBERTY MEDIA: Providing Q4 Supplemental Fin'l Info on March 15
---------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) will release Fourth
Quarter 2003 Supplemental Financial Information on Monday,
March 15, 2004. You are invited to participate in Liberty Media's
conference call, which will begin at 4:00 p.m. (ET). Robert
Bennett, Liberty Media's President and CEO, will host the call.

Please call Premiere Conferencing at (719) 457-2666 at least 10
minutes prior to the call so that we can start promptly at 4:00
p.m. (ET). You will need to be on a touch-tone telephone to ask
questions. The conference administrator will give you instructions
on how to use the polling feature. Questions will be registered
automatically and queued in the proper sequence.

Replays of the conference call can be accessed from 7:00 p.m. (ET)
on March 15, 2004 through 5:00 p.m. (ET) March 22, 2004, by
dialing (719) 457-0820 plus the pass code 566114#.

In addition, the Fourth Quarter Supplemental Financial Information
conference call will be broadcast live via the Internet. To
register for the web cast, all interested persons should visit the
Liberty Media web site at:

    http://www.libertymedia.com/investor_relations/default.htm

Links to the press release and replays of the call will also be
available on the Liberty Media web site. The conference call and
related materials will be archived on the web site for one year.

                      *     *     *

As reported in the Troubled Company reporter's February 9, 2004
edition, Liberty Media Corporation's auditors, KPMG PLC, of
London, England, on May 26, 2003, issued a "going concern" notice
in its Auditors Report of that date.  KPMG cited recurring losses,
a net shareholders deficit and financial restructuring as
contributing causes.


LITFIBER INC: Forms New Board and Restructures to Create Value
--------------------------------------------------------------
Litfiber Inc. (OTC: LTBI) has formulated a new board of directors
that consists of John D. Jarvis Jr. Chairman / CEO and new
Secretary David Tabb as well Dallas Jones staying on as a Director
in an advisory capacity to the board. A complete board position
listing as well as bios will be made public on the company's web
site http://www.litfiber.comas soon as possible.

Chairman and Chief Executive Officer John D. Jarvis stated, "It is
our number one goal to bring shareholder value back to this
company while providing a new technology direction for the company
as well as its shareholders."

Litfiber will continue to be an exceptional provider of business
solutions and Project Management services. Litfiber plans to be
the leading growth company in the wireless and IT professional
services industry as well as P2P VOIP in 2004. This growth will be
fueled by relentless innovation, focused on exceeding client
expectations and creating extraordinary opportunities for all
parties involved.

Jarvis concluded, "Over the next few quarters we will be
completing key acquisitions in the United Sates Security sector as
well as key acquisitions in the Homeland Security sector." These
acquisitions have been in the works at Litfiber since 4th quarter
2003.

The company has scheduled to have its yearly shareholders meeting
in Houston, Texas, in late August. For more information, please
contact the company with information provided on its website.


MADISON PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Madison Partners I, Inc.
        301 Madison Avenue, 2nd Floor
        New York, New York 10017

Bankruptcy Case No.: 04-11315

Type of Business: The Debtor is a holding and real estate
                  investment company.

Chapter 11 Petition Date: March 2, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Lawrence Morrison, Esq.
                  225 East 36th Street
                  New York, NY 10016
                  Tel: 212-252-1990

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MAJESTIC STAR: Schedules Q4 & FY 2003 Conference Call Today
-----------------------------------------------------------
The Majestic Star Casino, LLC will hold a conference call today at
10:00 a.m. (Eastern Time) to discuss its fourth quarter and year
end 2003 financial results.

The participant dial-in number is 1-800-391-2548.  Please
provide pass code number VB852247 to the operator.  The conference
call moderator will be Michael E. Kelly, Executive Vice President
and Chief Operating Officer.  A re-play number will also be
available after the conference call, and may be accessed on March
3, 2004 through March 12, 2004. The replay number is 1-800-355-
2355; pass code number 852247#.

The Majestic Star Casino, LLC is a multi-jurisdictional gaming
company that directly owns and operates one dockside gaming
facility located in Gary, Indiana and, pursuant to a 2001
acquisition through its restricted subsidiary, Majestic Investor
Holdings, LLC, owns and operates two Fitzgeralds brand casinos
located in Tunica, Mississippi and Black Hawk, Colorado.  For more
information about the Company, visit http://www.majesticstar.com/
or http://www.fitzgeralds.com/

At September 30, 2003, Majestic Star's balance sheet shows a total
shareholders' equity deficit of about $29 million.


MCDERMOTT INTL: Will Release Q4 and FY 2003 Results on March 11
---------------------------------------------------------------
McDermott International, Inc. (NYSE:MDR) provided a preview on
major items expected in its fourth quarter 2003 earnings release
based upon management's unaudited review. In addition, the Company
provided an outlook for its consolidated businesses for the full
year 2004.

The Company plans to release its financial results for the fourth
quarter and full year 2003 during the evening of March 11, 2004,
with a conference call to occur March 12, 2004 at 10:00 a.m.
(EST). The Company invites investors to listen to the call live or
to the replay, both available at http://www.mcdermott.com/in the
investor relations section. As a matter of practice, Company
management does not engage in private conversations with investors
from the end of a quarterly period until earnings are actually
released.

Major items of note expected in fourth quarter 2003 earnings
include:

B&W Revaluation: McDermott expects the non-cash, after-tax
revaluation associated with The Babcock & Wilcox Company's ("B&W")
Chapter 11 settlement to be an expense of approximately $10
million in the fourth quarter. The increase in the settlement
expense during the fourth quarter was primarily due to the
improvement in McDermott's stock price from $5.71 per share at
September 30, 2003 to the year-end closing price of $11.95 per
share. This revaluation expense will continue to fluctuate on a
quarterly basis until the B&W bankruptcy is resolved, and
management does not consider it reflective of its business
operations.

J. Ray: The marine construction services segment, consisting of J.
Ray McDermott, S.A., is expected to report fourth quarter 2003
revenues of approximately $430 million and an operating loss in
the range of $55-$60 million. Certain projects previously
disclosed by management are expected to be included in J. Ray's
fourth quarter 2003 operating loss, including anticipated losses
on the Front Runner spar, the Carina Aries project in Argentina
and the Belanak FPSO project in Batam Island, aggregating
approximately $59 million. In addition, J. Ray and its insurers
resolved certain claims by a customer, which resulted in a charge
to J. Ray of approximately $5 million. Although the following
items do not meet the criteria for recording in J. Ray's December
31, 2003 financial statements, J. Ray believes it has an
opportunity to recover up to $25 million of the losses incurred
during 2003 ("Potential Recoveries") through customer change
orders, negotiated settlements or legal proceedings. The timing of
any such recovery is uncertain. Although McDermott can provide no
assurance that it will recover any of the Potential Recoveries,
any such recovery would positively impact J. Ray's operating
income in the period in which it is received.

BWXT: The government operations segment, consisting of BWX
Technologies, Inc. ("BWXT"), is expected to report fourth quarter
2003 revenues of approximately $150 million and operating income
in the range of $19-$21 million, including a reimbursement of
corporate expense of approximately $4.5 million and equity income
from investees of approximately $9 million.

Corporate: Unallocated corporate expenses are expected to be
approximately $24 million, including nearly $19 million in non-
cash pension expense.

Other: Consolidated net interest expense is expected to be
approximately $7 million, due to increased borrowings and interest
expense associated with J. Ray's 11 percent, 10-year senior
secured note offering completed in early December and low interest
rates earned on the Company's cash investments. The Company's
provision for income taxes is expected to be approximately $2-$4
million.

Consolidated: On a consolidated basis, McDermott International,
Inc. expects to record a net loss from continuing operations for
the fourth quarter in a range of $77-$84 million.

                    2004 Operational Outlook

McDermott's management expects that its 2004 financial results
will continue to reflect J. Ray's turnaround process. Management
is continuing its practice of not providing specific earnings per
share guidance but is providing this operational update on its
consolidated businesses and major categories.

J. Ray: J. Ray's current backlog of signed contracts at December
31, 2003 was approximately $1.4 billion. This backlog is
anticipated to produce 2004 revenues of approximately $0.9
billion, not including any additional contracts that may be
awarded and performed during the year. Approximately $0.2 billion
of this amount is revenue from contracts currently, and expected
to remain, in a loss position. J. Ray has bids for new contracts
outstanding in the $1.9 billion range, and it expects to book
additional work during 2004, which would contribute to revenue and
operating income. However, the timing and certainty of these
potential contracts are not known. Without awards of additional
contracts or the benefit of Potential Recoveries, the current
backlog of work for 2004 alone would be insufficient to produce
meaningful operating income at J. Ray. Several contracts expected
to be signed in the fourth quarter 2003 experienced delays, which
will impact our 2004 results. The delay of these awards is
expected to have a greater impact on the first and second quarters
of this year. As previously announced, excluding asset sales, J.
Ray anticipates incurring negative cash flows for three of the
four quarters in 2004. Although J. Ray completed a $200 million
senior secured note offering in early-December, it has yet to
complete the anticipated letter of credit facility. As a result,
J. Ray's liquidity has been, and will continue, to be strained due
to its cash losses and lack of a letter of credit capacity. J. Ray
intends to improve its liquidity position through a new letter of
credit facility, and sales of non-strategic assets.

BWXT: BWXT is expected to continue producing strong financial
results. Its year-end 2003 backlog of approximately $1.8 billion
is expected to produce 2004 revenues of approximately $515
million, not including any new contracts that may be awarded
during the year. BWXT's strong commitment to cost containment, in
addition to the potential for new service contract awards, leads
management to believe operating margins should remain consistent
with 2003 levels, on a comparable basis.

Corporate: The Company expects to incur 2004 unallocated corporate
expenses in the range of $75-$80 million, with non-cash pension
expense representing approximately $63 million of that range.

Other items: Consolidated interest expense is expected to increase
in 2004 to approximately $35 million, largely due to the December
2003 issuance of J. Ray's $200 million, 11 percent 10-year senior
secured notes and the fees associated with BWXT's three-year $135
million revolving credit facility. The Company does not expect to
receive a tax benefit from the interest expense incurred by J.
Ray. Interest income is expected to be roughly the same as 2003.
The Company and its subsidiaries pay various forms of tax in
numerous different jurisdictions. It is extremely difficult to
accurately forecast a tax rate or tax amount for the full year.

                    About the Company

McDermott International Inc. (S&P, CCC+ Corporate Credit Rating,
Positive), is a leading worldwide energy services company. The
Company's subsidiaries provide engineering, fabrication,
installation, procurement, research, manufacturing, environmental
systems, project management and facility management services to a
variety of customers in the energy and power industries, including
the U.S. Department of Energy.


MEDIA 100: Optibase to Acquire Assets in Prepackaged Bankruptcy
---------------------------------------------------------------
Media 100 Inc. (OTCBB: MDEA.OB) has executed a non-binding term
sheet providing for the sale of substantially all of the assets of
the Company to Optibase Ltd. This transaction will allow Media 100
to continue to develop, sell and support its 844/X editing-
compositing systems, newly-introduced Media 100 HD system, Media
100 i, and other content design products.

"Media 100 has created differentiated and valuable technology that
we believe can flourish with the right backing," said Tom Wyler,
Chief Executive Officer and Chairman of the Board of Optibase.
"The advanced products that Media 100 has developed represent a
growth opportunity for Optibase."

"With an extremely strong balance sheet, Optibase gives Media 100
the financial wherewithal to continue engineering and marketing
844/X and Media 100 HD and compete aggressively in the market,"
said John Molinari, president and chief executive officer of Media
100. "The deal is timed well to support us just as we begin first
shipments of our new 844/X Version 3 release and prepare to
deliver our first implementation of 844/X technology on the Apple
Power Mac G5 platform--Media 100 HD."

This transaction is anticipated to be effected as part of a
prepackaged bankruptcy. The term sheet specifies that Optibase
intends to provide up to $1 million in a debtor-in-possession
loan, and buy substantially all the assets of the Company for $2.5
million (less the amount of any debtor-in-possession funding
advanced). It is anticipated that substantially all of the
proceeds will be used to pay operating expenses and creditors, and
it is unlikely that stockholders would receive any payment.

The acquisition is subject to a number of contingencies, including
negotiation and completion of final documentation and approval by
the bankruptcy court. In the event the transaction is not
completed, the Company may be required to cease operations.

                    About Media 100

Media 100 develops award-winning advanced media systems for
content design, enabling creative professionals to design highly
evocative effects-intensive work on a personal computer. Creative
artists and content design teams around the world use Media 100's
Emmy Award-winning solutions. The Company is headquartered in
Marlboro, Massachusetts. For more information, please visit

                    http://www.media100.com/

                         About Optibase

Optibase, Ltd. (Nasdaq:OBAS) provides professional encoding,
decoding, video server upload and streaming solutions for telecom
operators, service providers, broadcasters and content creators.
The company's platforms enable the creation, broadband streaming
and playback of high quality digital video. Optibase's breadth of
product offerings are used in applications, such as: video over
DSL/Fiber networks, post production for the broadcast and cables
industries, archiving; high end surveillance, distance learning;
and business television. Headquartered in Israel, Optibase
operates through its fully-owned subsidiary in Mountain View,
California and offices in Europe, Japan and China. Optibase
products are marketed in over 40 countries through a combination
of direct sales, independent distributors, system integrators and
OEM partners. For more information, visit http://www.optibase.com/


MEDMIRA: Closes First Round of Debenture Financing with Channel
---------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR) closed $500,000 of the previously
announced $3 million debenture financing from 5 private investors.
The investment comes from a "President's List", provided by
MedMira under the terms of the agreement announced on February
17th with Channel Financial Group Ltd of Montreal.

The debentures feature a 15% interest rate with a royalty on sales
bringing the total return to 25%. The debentures have a 1-year
term and are convertible, up to maturity, into common shares of
MedMira at $0.85 per share.

Stephen Sham, MedMira Chairman and CEO, said, "We're very pleased
to be able to close the first round of our financing so quickly.
This clearly displays the support of our investors for the
company. We remain confident that we will complete the debenture
financing by the end of March, as originally planned."

MedMira -- http://www.medmira.com/-- is a commercial
biotechnology company that develops, manufactures and markets
qualitative, in vitro diagnostic tests for the detection of
antibodies to certain diseases, such as HIV, in human serum,
plasma or whole blood. The United States FDA and the SFDA in the
People's Republic of China have approved MedMira's Reveal(TM) and
MiraWell(TM) Rapid HIV Tests, respectively.

All of MedMira's diagnostic tests are based on the same flow-
through technology platform, thus facilitating the development of
future products. MedMira's technology provides a quick (under 3
minutes), accurate, portable, safe and cost-effective alternative
to conventional laboratory testing.

At October 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about C$3 million.


METROCALL: Redeeming $20 Million of Preferred Stock on Mar. 31
--------------------------------------------------------------
Metrocall Holdings, Inc. (NASDAQ: MTOH), a leading provider of
paging and two-way wireless messaging, will make a $20 million
redemption of 1,797,103 shares, representing approximately 75%, of
its outstanding series A preferred stock (series A preferred) on
March 31, 2004. The per share redemption price will be $11.129028.
Following this redemption, the Company will have redeemed
approximately 5.4 million shares, or approximately 90%, of the
aggregate 6 million series A preferred shares issued in connection
with its October 2002 reorganization. This voluntary redemption of
shares will be completed using $20 million in cash balances
generated from operations. Shares will be redeemed on a pro-rata
basis from all holders of record on March 1, 2004. After the
redemption, Metrocall will have approximately 605,000 shares of
its series A preferred stock outstanding with an aggregate
liquidation preference of approximately $6.7 million.

This payment follows a $20 million redemption of series A
preferred completed on September 30, 2003, a subsequent $20
million redemption on January 6, 2004 and the retirement in full
of approximately $81.5 million aggregate principal amount of
Metrocall's long-term debt securities completed on June 30, 2003.

Additionally, Metrocall's board of directors has declared a
dividend on the series A preferred stock of approximately $0.42
per share, payable March 31, 2004, to holders of record on March
15, 2004. The dividend will be paid on all issued and outstanding
shares prior to March 31, 2004. Please refer to the Company's most
recent report on Form 10-Q, annual report on Form 10-K and proxy
statement for details on these securities.

"Metrocall continues to make progress in executing our cash flow-
focused business plan," stated Vincent D. Kelly, Metrocall
President & CEO. "Upon the completion of this redemption,
Metrocall will have retired $141.5 million, or 96% of the
aggregate debt and preferred stock obligations associated with our
October 8, 2002 plan of reorganization using cash generated from
operations."

               About Metrocall Wireless, Inc.

Metrocall Wireless, Inc., headquartered in Alexandria, Virginia,
is a leading provider of paging products and other wireless
services to business and individual subscribers. In addition to
its reliable, nationwide one-way networks, Metrocall's two-way
network has the largest high-powered terrestrial ReFLEX footprint
in the United States with roaming partners in Canada, Mexico, the
Caribbean, Central and South America. Metrocall Wireless is the
preferred ReFLEX wireless data network provider for many of the
largest telecommunication companies in the United States that
source virtual network services and resell under their own brand
names. In addition to traditional numeric, one-way text and two-
way paging, Metrocall also offers wireless e-mail solutions, as
well as mobile voice and data services through AT&T Wireless and
Nextel. Also, Metrocall offers Integrated Resource Management
Systems with wireless connectivity solutions for medical,
business, government and other campus environments. Metrocall
focuses on the business-to-business marketplace and supports
organizations of all sizes, with a special emphasis on the medical
and government sectors. For more information on Metrocall visit
its Web site and on-line store at http://www.metrocall.com/

The Company filed for chapter 11 protection on June 3, 2002
(Bankr. DE. Case No. 02-11579). Laura Davis Jones, Esq. at
Pachulski Stang  Ziehl Young Jones & Weintraub, PC represented the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $189,297,000 in total
assets and $936,980,000 in total debts.

As previously reported, Metrocall, Inc., and its debtor-affiliates
sought and obtained an extension from the U.S. Bankruptcy Court
for the District of Delaware of their time to file final reports
and to delay automatic entry of a final decree.

This was the Debtors' second request to delay entry of a final
decree.  As reported in the Troubled Company Reporter on September
27, 2002, the Court confirmed the Company's Chapter 11 Plan.
Since then, the Debtors have devoted their time to reviewing and
reconciling approximately 4,300 claims.  The Debtors told the
Court that process is taking longer than expected.

Consequently, the Court extended the deadline for entry of the
final decree in these Chapter 11 Cases, to December 31, 2003.


MILLENNIUM CHEMICALS: Ups Prices for Titanium Dioxide Products
--------------------------------------------------------------
Millennium Chemicals (NYSE:MCH) announced price increases on the
sale of all Tiona(r) titanium dioxide (TiO2) products sold to all
end use markets in Asia, Central & South America and in the Middle
East & Africa effective April 1, 2004.

Prices will increase US $100 per metric ton (pmt) in Central &
South America, US $150 pmt in Asia and US $150 pmt or Euros 120
pmt in the Middle East and Africa or as contracts allow.

TiO2 demand has significantly increased worldwide. These price
increases are needed to improve margins and to justify future
investments in this business.

Millennium Chemicals (website: www.millenniumchem.com) is a major
international chemicals company, with leading market positions in
a broad range of commodity, industrial, performance and specialty
chemicals.

Millennium Chemicals is:

  -- The second-largest producer of TiO2 in the world, the largest
     merchant seller of titanium tetrachloride and a major
     producer of zirconia, silica gel and cadmium/based pigments;

  -- The second-largest producer of acetic acid and vinyl acetate
     monomer in North America;

  -- A leading producer of terpene-based fragrance and flavor
     chemicals; and,

  -- Through its 29.5% interest in Equistar Chemicals, LP, a
     partner in the second-largest producer of ethylene and third-
     largest producer of polyethylene in North America, and a
     leading producer of performance polymers, oxygenated
     chemicals, aromatics and specialty petrochemicals.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to Millennium Chemicals Inc.'s $125
million convertible debentures due 2023, based on preliminary
terms and conditions.

At the same time, Standard & Poor's affirmed its 'BB-/Stable/--'
corporate credit rating on Millennium Chemicals Inc. and raised
the ratings on the existing $150 million revolving credit facility
to 'BB' from 'BB-', to recognize the benefits of a pending
amendment (subject to the successful sale of at least $110 million
of long-term notes) that will improve lenders prospects for full
recovery in the event of a default. Hunt Valley, Maryland-based
Millennium, with about $1.6 billion of annual sales and
approximately $1.3 billion of outstanding debt (excluding
adjustments to capitalize operating leases), is primarily engaged
in the production of commodity chemicals. The outlook is stable.


MIRANT CORP: US Trustee Amends Equity Security Holders' Committee
-----------------------------------------------------------------
Pursuant to Section 1102(a) of the Bankruptcy Code, the U.S.
Trustee for Region 17, William T. Neary, amends the membership of
the Official Committee of Equity Security Holders appointed in the
Chapter 11 cases of Mirant Corp. and its debtor-affiliates, to
reflect that as of February 10, 2004, Aria Partners and L. Matt
Wilson are no longer members of the Equity Committee:

   (1) Joann McNiff, Co-Chair
       Phaeton International/Phoenix Partners
       33 S. Franklin Avenue
       Bergenfield, NJ 07621
       (201) 385-2933
       Fax: (201) 385-2933
       jmcniff@optonline.net

   (2) Morris Weiss, Co-Chair
       John Gorman
       Tejas Securities Group, Inc.
       112 E. Pecan, Suite 1510
       San Antonio, Texas 78205
       (210) 226-1555
       Fax: (210) 226-7571
       mdweiss@tejassec.com

   (3) Roger B. Smith
       301 Kemp Road
       Suwanee, GA 30024-1607
       (700) 418-1818
       Fax: (404) 842-4523
       rbsmith@bear.com

   (4) Andres Forero
       705 E, 43rd Street
       Austin, TX 78751
       (512) 380-7057
       Fax: (512) 380-7057
       aforero@mail.utexas.edu

   (5) Michael Willingham
       9202 Meaux Drive
       Houston, TX 77031
       (713) 270-8740
       Fax: (866) 876-5362
       mwillingham1@yahoo.com

(Mirant Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MTS INCORPORATED: Signs-Up O'Melveny & Myers as Co-Counsel
----------------------------------------------------------
MTS Incorporated and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware of its application to employ O'Melveny & Myers LLP as
their co-counsel in their chapter 11 proceedings.

O'Melveny & Myers has represented the Debtors in a broad range of
matters, including the extensive negotiations with each of the
Debtors' major creditor groups and its interest holders.

O'Melveny & Myers has also acted as the Debtors' restructuring
counsel over the last year. During the course of this
representation, the firm has acquired knowledge of the Debtors'
businesses, financial affairs and capital structure.

In this engagement, O'Melveny & Myers is expected to:

   a. advise the Debtors generally regarding matters of
      bankruptcy law in connection with their chapter 11 cases;

   b. advise the Debtors of the requirements of the Bankruptcy
      Code, the Federal Rules of Bankruptcy Procedure,
      applicable local bankruptcy rules pertaining to the
      administration of their cases and U.S. Trustee Guidelines
      related to the daily operation of their- business and the
      administration of the estates;

   c. prepare motions, applications, answers, proposed orders,
      reports and papers in connection with the administration
      of the estates;

   d. negotiate with creditors, prepare and seek confirmation of
      a plan of reorganization and related documents, and assist
      the Debtors with implementation of the plan;

   e. assist the Debtors in the analysis, negotiation and
      disposition of certain estate assets for the benefit of
      the estates and their creditors;

   f. advise the Debtors regarding general corporate and
      securities matters as well as bankruptcy related
      employment and litigation issues; and

   g. render such other necessary advice and services as the
      Debtors may require in connection with their cases.

The Debtors have also retained Richards, Layton & Finger as co-
counsel in Delaware. Richards Layton will provide additional,
necessary legal services to the Debtors, and will advise the
Debtors in connection with the Local Rules and local practice in
Delaware in connection with the prosecution of these cases.
O'Melveny & Myers, the Debtors and Richards Layton have conferred
and will continue to confer to ensure that there will be no undue
duplication of effort or overlap of work between and among the co-
counsel, and that the estates receive the best possible value.

O'Melveny & Myers' attorneys that are expected to be principally
responsible for this matter and their respective hourly rates are:

         Professional Name         Billing Rate
         -----------------         ------------
         Ben H. Logan              $650 per hour
         Stephen Warren            $580 per hour
         Austin K. Barren          $400 per hour
         Christopher Morris        $380 per hour
         Emily R. Culler           $300 per hour

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


NATIONAL CENTURY: Asks Court to Expunge Donald Ayers' Claim
-----------------------------------------------------------
Joseph M. Witalec, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, tells Judge Calhoun that Donald H. Ayers was one
of the original founders of the National Century Debtors and
served as a director of National Century Financial Enterprises,
Inc. from its founding in 1991 until his retirement in June 2001.
In May 2003, the NCFE shareholders re-elected Mr. Ayers to the
NCFE board.

NCFE loaned Mr. Ayers $1,000,000 on March 29, 2001.  On
August 13, 2001, Mr. Ayers borrowed an additional $1,550,000 from
NCFE.  The loans were secured by pledges of 206 shares of NCFE
common stock.  No payments were ever made on either of these
loans.  On October 25, 2002, Mr. Ayers executed a Non-Recourse
Secured Promissory Note.  The October 2002 Note purportedly was
made effective as of August 1, 2001, and provided that the two
loans, totaling $2,550,000 plus interest, were to be repaid on
January 1, 2003.  The security for the October 2002 Note is Mr.
Ayers' pledged NCFE stock.  No payment was ever made on the
October 2002 Note.

On April 22, 2003, Mr. Ayers filed a claim against NCFE,
asserting an unsecured, priority claim for wages, salaries and
contributions to an employee benefit plan.  The Claim also seeks
$54,074,400 based on an employment agreement, dated September 1,
2000.

Pursuant to Section 502 of the Bankruptcy Code and Rules 3001 and
3007 of the Federal Rules of Bankruptcy Procedure, the Debtors
ask the Court to disallow the Ayers Claim.

Mr. Witalec argues that Mr. Ayers failed to carry his initial
burden establishing the prima facie validity of his claim.  Mr.
Ayers asserted that the basis for his claim is the Employment
Agreement dated September 1, 2000.  The Employment Agreement
states that if Mr. Ayers terminates his employment with NCFE by
retiring, Mr. Ayers would receive his base salary for a period of
two years and any bonuses under the Agreement for 18 months.  Mr.
Ayers retired from NCFE in June 2001.  Under the Employment
Agreement, Mr. Ayers' annual base salary was $715,000.  Even if
he did have a valid proof of claim, Mr. Ayers does not indicate
any basis for the $54,074,400 priority claim asserted in his
proof of claim.

Even if Mr. Ayers met his prima facie burden, Mr. Witalec
continues, the Ayers Claim should be disallowed on the basis that
it is subject to valid defenses.  Mr. Ayers was a founder and
director of the very entity against which he asserts his claim.
His actions as a founder and director may have related to the
series of events resulting in the filing of the Debtors' cases.
Therefore, any claims asserted by Mr. Ayers would be subject to
the defenses of set-off and recoupment.  Thus, the Debtors could
overcome the prima facie raised by Mr. Ayers in his claims even
if he had complied with Bankruptcy Rule 3001(c).  Mr. Witalec
states that once the Debtors have overcome the prima facie case,
"the ultimate burden of persuasion will be on the claimant to
prove the validity of the claim."

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)


NORTEL NETWORKS: Launches New Set of Wireless Network Solutions
---------------------------------------------------------------
Nortel Networks (NYSE:NT) (TSX:NT) announced a new set of wireless
local area network solutions that further deliver on the company's
vision of secure, adaptive and scalable wireless communications.

The announcement is the next step in realizing Nortel Networks'
vision for mobility. It introduces a Wireless IP Telephony
portfolio and an adaptive WLAN solution that can meet
the most demanding and sophisticated customer needs. Together
these solutions are tailored to meet the current and future
communications requirements of businesses, regardless of their
existing network infrastructure.

"As our customers introduce wireless LANs into their networks, we
are giving them choices in how to securely configure their
networks," said Malcolm Collins, president, Enterprise Networks,
Nortel Networks. "They've told us that they want to run voice and
multimedia applications over the wireless local area network, and
we're delivering on these needs. Our new solutions actually
respond to changing conditions in the numbers of users,
availability of wireless spectrum, and application priority to
deliver a consistently superior experience to our customers."

The new products and solutions complement Nortel Networks
award-winning WLAN 2200 Series, introduced in March 2003 and
Wireless 7200 series introduced in October 2003.

With the announcement, Nortel Networks is providing the widest
range of WLAN options in the market supporting converged
applications such as IP Telephony over the WLAN. Additionally,
the adaptive WLAN products offer new levels of wireless
monitoring, control and responsiveness in case of changing
traffic and load.

The new WLAN offerings give customers a range of choices
best-suited to their business requirements and stage of network
evolution. Nortel Networks is tapping into the WLAN expertise of
Airespace and SpectraLink Corporation to help supply leading-edge
technologies that bring these offerings to life.

"Fidelity Investments has a history of leveraging emerging
technologies to enhance its operations and more effectively
service its customers," said Larry Jarvis, vice president of
engineering, Fidelity Investments Service Company. "With Nortel
Networks, we are able to advance our use of next generation
wireless LAN technology, while satisfying our functional and
support requirements. Nortel Networks, working with Airespace,
provides a new level of global wireless systems to meet corporate
demands for capabilities, including dynamic power and channel
control, roaming, and security."

As well as increasing employee productivity and reducing
operational expenses, these solutions help simplify
infrastructure administration and deliver a connection security
comparable to a wired environment:

Adaptive Solution is the newest addition to the award-winning
WLAN 2200 Series portfolio, offering the greatest control,
flexibility and security for WLAN deployments using radio
frequency monitoring and control. It is ideal for new WLAN
deployments, and supports IP Telephony over WLAN. It enables
enterprises to combine the cost benefits of using IP voice with
the mobility advantages of secure wireless. This solution is
based on the new Nortel Networks WLAN Security Switch 2270 and
the WLAN Access Ports 2230 and 2231 and is complemented by the
WLAN Handsets 2210 and 2211, WLAN IP Telephony Manager 2245 and
WLAN Application Gateway 2246.

Hybrid Solution is ideal for companies needing to extend the
coverage of their existing WLAN. Nortel Networks access points
and WLAN Security Switch 2250 provide robust functionality, such
as visitor-based networking capabilities and security features,
including unauthorized access point detection. This solution also
supports legacy access points and a heterogeneous mix of
equipment and provides quality of service for superior IP voice
performance.

Stand Alone Solution enables the deployment of isolated WLANs
within the enterprise infrastructure, with security implemented
at each discrete WLAN Access Point. With the addition of the WLAN
Security Switch 2250, this solution can be easily migrated to
support the Hybrid Solution when enterprises want to increase the
management and security capabilities of their WLAN
infrastructure.

Wireless Mesh Architecture is for wireless deployments in open
areas or where no LAN infrastructure exists, such as warehouse
and university campus environments. This solution replaces the
wired backhaul or transit link with a wireless link, eliminating
the need to install additional LAN cabling and other
infrastructure to extend WLAN service beyond the reach of the
existing LAN.

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

Nortel Networks, the Nortel Networks logo, the Globemark and
Business Without Boundaries are trademarks of Nortel Networks.


NRG ENERGY: Remaining Debtors Have Until May 8 to File a Plan
-------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Debtors:

     * LSP-Nelson Energy, LLC,
     * NRG Nelson Turbines LLC and
     * NRG McClain LLC

sought and obtained Court approval to extend their exclusive
period to file a plan of reorganization through and including
May 8, 2004, and their exclusive period to solicit and obtain
acceptances of that plan through and including July 8, 2004. (NRG
Energy Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ONEIDA: Obtains Further Waiver Extensions & Deferrals from Lenders
------------------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) obtained further waiver extensions through
March 15, 2004 from its lenders in regard to the company's
financial covenants and in respect to certain payments that are
due. Previously announced waivers were effective through
March 1, 2004.

Oneida's bank lenders agreed to further postpone, until March 15,
2004, reductions of $5 million, $10 million and $20 million in the
company's credit availability that originally were scheduled to
take effect on November 3, 2003, January 30 , 2004 and February 7,
2004, respectively, under the company's revolving credit
agreement. Oneida's senior note holders also agreed to further
defer until March 15, 2004 a $3.9 million payment from the company
that was originally due on October 31, 2003.

As was indicated during the previous waiver announcements, Oneida
is working with its lenders to make appropriate modifications to
its credit facilities, and continues to provide lenders with
updated financial information regarding the company's operations
and restructuring plans. The company expects there will be a
further deferral of the above credit availability reductions and
principal payment until such modifications have been agreed upon.

Oneida Ltd. is a leading source of flatware, dinnerware, crystal,
glassware and metal serveware for both the consumer and
foodservice industries worldwide.


OWENS: Sues to Recover Avoidable Transfers to Robles, et al.
------------------------------------------------------------
Owens Corning, Fibreboard Corporation, and Integrex made certain
payments to claimants to settle asbestos claims under their
"National Settlement Program."

The Claimants are represented by:

   (1) Louis S. Robles, P.A.,
   (2) Robles & Gonzalez, P.A.,
   (3) Louis S. Robles, Esq.,
   (4) Osvaldo N. Soto, Esq., and
   (5) unknown number of John Does.

At the Official Committee of Unsecured Creditors' request, the
Debtors seek to recover these payments made to the Defendant Law
Firms within the preferential period:

   Debtor Payor            Amount Paid         Month Paid
   ------------            -----------         ----------
   Owens Corning            $4,264,000        August 1999
   Owens Corning               867,000     September 1999
   Owens Corning             2,155,000       October 1999
   Owens Corning                11,000      November 1999
   Owens Corning               628,000      December 1999
   Owens Corning               610,000       January 2000
   Owens Corning               204,000      February 2000
   Owens Corning               176,000         March 2000
   Owens Corning               296,000         April 2000
   Owens Corning                (1,000)          May 2000
   Owens Corning               821,000     September 2000
   Fibreboard                2,978,000       January 2000

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

Accordingly, the Debtors ask the Court to determine that the NSP
payments made to the Defendant Law Firms are not avoidable.  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.

In the event that the Court does not grant their 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.

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

   (1) avoiding some or all of the Payments as fraudulent
       transfers or obligations; 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)


PARMALAT GROUP: Industry Ministry to Appoint Creditors Committee
----------------------------------------------------------------
The Minister of Productive Activities, Antonio Marzano, and Dr.
Enrico Bondi, Parmalat CEO and Extraordinary Commissioner, will
appoint a nine-member unofficial committee of creditors.
Bloomberg News says the committee will consist of eight banks and
one bondholder representative.  Parmalat and the Industry
Ministry will invite four foreign banks and four Italian banks to
join the committee.

Press reports suggest four likely Committee members:

    * Parmalat's foreign lenders include Bank of America Corp.
      and Citigroup, Inc.  At a conference call on December 31,
      2003, Bank of America announced writing off $200,000,000 in
      loans and derivative losses as a result of Parmalat's
      collapse.  BofA currently holds $274,000,000 in Parmalat
      loans and securities.

    * In the fourth quarter of 2004, Citigroup, Inc., also wrote
      off $242,000,000 in Parmalat loans and securities.
      Parmalat currently owes more than $300,000,000 in loans to
      Citigroup.

    * Of the Italian banks, Parmalat owes EUR400,000,000 in debt
      to Capitalia, and EUR360,000,000 to Banca Intesa SpA.

                    Bondholders Disappointed

On February 20, 2004, two institutional investors commenced a
lawsuit against the Italian government to secure better
representation in the Parmalat restructuring, the Financial Times
reports.  Societe Moderne des Terrassements Parisiens and
Solotrat filed the lawsuit before an administrative court in
Rome, Italy.  Societe and Solotrat are privately held
construction companies, which bought EUR1,900,000 in Parmalat
bonds.

The lawsuit demonstrates the growing dissatisfaction among
Parmalat bondholders in the case.  The Bondholders are
disappointed with the limited representation they'd get.
Parmalat bondholders are owed EUR8 billion or $10.2 billion in
Parmalat bonds -- twice the amount owed to the banks.

According to reports, the Bondholders may recover 25% to 30% of
their investments.  Parmalat assets will be distributed to
creditors in the form of equity of Parmalat Finanziaria.

                   Limited Access to Documents

Minister Marzano did not indicate whether Parmalat creditors
would have access to internal documents and have a role in
shaping any restructuring plan or whether the creditors would
only advise the management.

According to Evan Flaschen, Esq., at Bingham McCutchen LLP, "The
committee should have a say because creditors own this company."
Bingham McCutchen, a U.S. law firm, and Houlihan Lokey, a U.S.
financial advisory firm, represent international bondholders who
own $3.5 billion in Parmalat debt.

"Whether the Italian government will make it run that way or
whether it will just be window dressing remains to be seen," Mr.
Flaschen says. (Parmalat Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PG&E NATIONAL: Inks Stipulation Settling JPMorgan Credit Dispute
----------------------------------------------------------------
The National Energy & Gas (formerly the PG&E National Energy
Debtors) Debtors ask the Court to approve a stipulation with
JPMorgan Chase Bank, in its capacity as:

      (i) agent pursuant to a credit agreement dated as of
          September 1, 1998, as amended, with USGen New England,
          Inc., and a consortium of other lenders; and

     (ii) agent pursuant to a credit agreement dated August 22,
          2001, as amended, with National Energy & Gas
          Transmission, Inc., and a consortium of other lenders.

The stipulation resolves disputes about prepetition payments made
by NEGT to JPMorgan, as agent, in respect of certain asserted
reimbursement obligations owed by USGen under the Credit
Agreement.

On July 7, 2003, in connection with its asserted reimbursement
obligations, USGen entered into two expense deposit letter
agreements with JPMorgan.  Pursuant to the Expense Deposit
Letters, and to facilitate JPMorgan's continued participation
with respect to formulating and negotiating a Chapter 11
reorganization plan, NEGT remitted $2,450,000 to JPMorgan on
account of USGen's obligations.

After the Petition Date, the United States Trustee questioned the
propriety of the payment of the Funds and asked NEG to seek the
return of the Funds from JPMorgan.  In turn, NEG asked JPMorgan
to return the Funds to the NEG estate.  JPMorgan, however, denied
that it has or had any obligation to return the Funds.

The Stipulation provides for:

   (a) the termination of the Expense Deposit Letters;

   (b) JPMorgan's retention of the Funds;

   (c) an agreement by JPMorgan, on behalf of the lenders under
       the NEG Credit Agreement, to reduce the cash distribution
       from the NEG estates to the lenders under the NEG Credit
       Agreement by $2,450,000 -- the total amount of the Funds
       -- pursuant to the NEG Plan; and

   (d) all persons and entities to be forever barred from
       asserting any claims against NEG, its estate or any other
       party-in-interest on account of the withholding of
       distributions otherwise payable on account of the Expense
       Deposit Credit.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, tells the Court that if for any reason the
cash distributions on account of the Claims arising under the NEG
Credit Agreement are not reduced by $2,450,000 on account of the
Funds, all claims of NEG and its estate against any entity on
account of the Funds will survive Plan confirmation.

According to Mr. Fletcher, the settlement reflects an adjustment
that rectifies the issue of the Funds having been advanced by NEG
to JPMorgan rather than by USGen.  The compromise is made in
furtherance of the Debtors' reorganization and avoids the cost
and distraction of potential litigation regarding the Expense
Deposit Letters.

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


PILLOWTEX CORP: Urges Court to Approve Season Release Agreement
---------------------------------------------------------------
Season Spirit, Inc. and Debtor Pillowtex Corporation are parties
to a certain supply agreement dated December 17, 2001.  Pursuant
to the Supply Agreement, Season has in its possession certain
goods amounting to approximately $5,309,133.  According to
Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnel,
in Wilmington, Delaware, Season has received payment for the
goods from the Debtors prior to the Petition Date.

The Debtors have demanded the release of the Paid Goods but
Season refused.  Season insists that it has a possessory lien on
the Paid Goods, securing the Debtors' obligation to pay storage
costs:

   (a) $427,223 as of the Petition Date, consisting of $70,828 of
       accrued and unpaid storage costs and $356,395 of unpaid
       invoices for goods delivered;

   (b) $30,810 for postpetition storage costs through
       December 31, 2003; and

   (c) additional storage charges for the period from and after
       January 1, 2004, at the rate of $6,162 per month.

Thus, Season asserted that it is entitled to withhold delivery of
the Paid Goods unless and until the Debtors pay the Obligation.

Mr. Saydah tells the Court that in connection with the orderly
liquidation of their estate, the Debtors intend to sell or
otherwise dispose of the Paid Goods free and clear of any liens,
claims, encumbrances and interests of Season.

According to Mr. Saydah, the parties are willing to compromise on
these terms:

A. Season will release the Paid Goods to Pillowtex or a shipper
   or other designated agent as soon as practicable.  Due to the
   volume of goods, at least two weeks will be required for all
   the Paid Goods to be prepared for shipping and removal from
   Season's warehouse.  The Paid Goods will be shipped in
   multiple shipments, provided, that if Season has received the
   payment before March 23, 2004, then shipments of the Paid
   Goods will commence not later than March 23, 2004.  The
   parties will effect an orderly release and delivery of the
   Paid Goods to Pillowtex's possession or its designated
   agent, in accordance with these procedures:

   (a) For each shipment, Season will set aside, in an area in
       its facility, cartons containing the Paid Goods to be
       shipped, and permit a Pillowtex representative or
       designee access to the area to inspect the cartons.
       Season will also permit the Pillowtex representative or
       designee to monitor the packing and loading of the
       cartons to Pillowtex's designated shipper;

   (b) Prior to dispatch of the shipment, Pillowtex will
       confirm receipt by providing written acknowledgement of
       receipt and if a commercial shipper is used, the
       parties will cooperate to obtain from the shipper a
       signed bill of lading; and

   (c) The parties will also take other actions that are
       necessary for the orderly release and delivery of the
       Paid Goods, provided that neither party will be
       required to take any action that is not standard in the
       industry.

B. Pillowtex or its designated shipper will supply pallets
   necessary to load the cartons containing the Paid Goods.
   Season will bundle and wrap the Paid Goods to prepare for
   shipping, provided Pillowtex will pay $36,100 for the service
   in advance of the first shipment.  Season will not be entitled
   to any other payments in respect of the costs associated with
   the packing, loading, bundling, wrapping and shipment of the
   Paid Goods.  Season will use its reasonable best efforts to
   ensure that no fewer than two shipments of the Paid Goods are
   available to be actually shipped per business day.

C. The release of the Paid Goods will be without prejudice to any
   and all rights, remedies, claims, actions of whatever nature
   and that all the rights are preserved and have the same
   validity and effect as though the Paid Goods were not
   released.  Without limiting any of the prior provisions of
   the Stipulation:

   (a) Pillowtex will not assert in any action or proceeding
       Season's release of the Paid Goods or the fact that
       Season does not have possession of the Paid Goods as a
       defense or element of a defense to Season's contention
       that it was entitled to withhold delivery of the Paid
       Goods pending payment of the Obligation, or seek to admit
       the foregoing into evidence for the purpose of, or assert
       that the foregoing have probative value with respect to,
       a determination of whether Season had the right to
       withhold delivery of the Paid Goods pending payment of
       the Obligation.  Any attempt by Pillowtex to assert that
       defense will be void and of no force and effect; and

   (b) Season will not assert in any action or proceeding
       Pillowtex's entry into the Stipulation as a defense or
       element of a defense to Pillowtex's contention that it
       was entitled to take delivery of the Paid Goods prior to
       payment of the Obligation, or seek to admit the foregoing
       into evidence for the purpose of, or assert that the
       foregoing have probative value with respect to, a
       determination of whether Pillowtex had the right to take
       delivery of the Paid Goods prior to payment of the
       obligation.  Any attempt by Season to assert that defense
       will be void and of no force and effect.

D. Subject to any necessary approvals of the Bankruptcy Court,
   Pillowtex may take possession of the Paid Goods, and may sell
   the Paid Goods free and clear of any claims, encumbrances, or
   interests of Season, provided that Pillowtex will, upon
   closing of any one or more transactions for the sale of the
   Paid Goods, cause the lesser of the proceeds of all sales and
   an amount equal to the Obligation to be deposited at closing
   into a segregated, interest bearing escrow account, pending a
   final determination of the Bankruptcy Court as to the parties'
   rights.  The claims, encumbrances, and interests of Season, if
   any, with respect to the Paid Goods that were in existence
   immediately before the release of the Paid Goods will attach
   to the Deposit, and will be senior and superior to the claims,
   encumbrances and interests of any third party, except to the
   extent, at all, any party had any claim, encumbrance or
   interest in or to the Paid Goods senior and superior to
   Season's rights, claims, encumbrances or interests in the Paid
   Goods prior to its release.  As promptly as practicable after
   a final judicial determination of the parties' rights, the
   funds in the Deposit will be paid as provided in the final
   determination.  Each party will not object to a motion by the
   other party seeking the determination of rights on the grounds
   that the matter must be initiated by the filing of a complaint
   or determined pursuant to an adversary proceeding or on
   similar procedural grounds.

Mr. Saydah informs Judge Walsh that the Official Committee of
Unsecured Creditors has no objection to the Stipulation.
Accordingly, the Debtors ask the Court to approve the
Stipulation. (Pillowtex Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLAINS RESOURCES: Kayne Anderson & EnCap Opt for the Vulcan Offer
-----------------------------------------------------------------
The Special Committee of the Board of Directors of Plains
Resources Inc. (NYSE: PLX) has been informed by each of Kayne
Anderson Capital Advisors, LP, which beneficially owns 1,755,916
(or 7.4%) of the outstanding shares of Plains Resources common
stock, and EnCap Investments, LP, which through its institutional
equity funds controls 1,174,219 (or 4.9%) of the shares of Plains
Resources common stock, that each has considered the proposals to
acquire control of PLX, including the recommendation of the
Special Committee, and has determined that it will vote in favor
of the offer proposed by Vulcan Capital.  Plains Resources
previously announced that it has entered into a merger agreement
with an affiliate of Vulcan Capital and has declined to pursue a
proposal to acquire Plains Resources described in a Schedule 13-D
filed by Pershing Square, LP and Leucadia National Corporation.

In declining to pursue the Pershing Proposal, the Special
Committee considered, among other things:

     --  That only approximately $3.00 of the consideration would
         be in cash and the remainder in securities of Plains
         Resources itself with an uncertain trading value;

     --  The fact that the form of new security was uncertain and
         the lack of trading history or public market for a
         security of that type;

     --  The fact that after tax distributions to new security
         holders would likely be less than after tax distributions
         to holders of Plains All American Pipeline, LP. common
         units;

     --  The overall complexity and conditionality of the Pershing
         Proposal compared to the all cash Vulcan Transaction.

Plains Resources intends to file a proxy statement for the special
meeting of stockholders to vote on the proposed transaction, and
the Vulcan Group will file other relevant documents, with the SEC
concerning the proposed transaction.  Stockholders are urged to
read the proxy statement when it becomes available and any other
relevant documents filed with the SEC because they will contain
important information about the merger and the interests of the
participants in the solicitation of proxies.

You will be able to obtain the documents free of charge at the Web
site maintained by the SEC at http://www.sec.gov/

In addition, you may obtain documents filed with the SEC by Plains
Resources free of charge by requesting them in writing from PLX at
700 Milam, Suite 3100, Houston, Texas 77002, Attention:
Joanna Pankey, or by telephone at 832-239-6000.

Plains Resources, James C. Flores, John T. Raymond, Paul G. Allen
and the affiliate of Vulcan Capital (which together with Mr.
Flores, Mr. Raymond and Mr. Allen form the "Vulcan Group"), and
the directors and executive officers of Plains Resources and the
affiliate of Vulcan Capital, may be deemed to be participants in
the solicitation of proxies from stockholders of Plains Resources
in connection with the merger.  Information about the direct and
indirect interests, by security holdings or otherwise, of these
persons is set forth in the company's proxy statement for its 2003
annual meeting and in the schedule 13D filed with the SEC by the
Vulcan Group on December 1, 2003, as amended on February 26, 2004,
and will also be contained in the proxy statement for the special
meeting of stockholders when it is filed.

Plains Resources is an independent energy company engaged in the
acquisition, development and exploitation of crude oil and natural
gas. Through its ownership in Plains All American Pipeline, L.P.,
Plains Resources has interests in the midstream activities of
marketing, gathering, transportation, terminalling and storage of
crude oil.  Plains Resources is headquartered in Houston, Texas.

At Sept. 30, 2003, the company's balance sheet reports a working
capital deficit of about $20 million.


QUINTILES: Discloses New Board of Directors Members
---------------------------------------------------
Quintiles Transnational Corp. announced members of its new Board
of Directors, which was formed following completion of the
company's privatization transaction last year.  As previously
announced, on Sept. 25, 2003, Quintiles shareholders approved the
company's acquisition by Pharma Services Holding, Inc., the
company created for the acquisition of Quintiles by Dennis
Gillings, Ph.D., Chairman, Chief Executive Officer and founder of
Quintiles, and One Equity Partners LLC, the private equity arm of
Bank One Corporation.  Other equity investors in Pharma Services
include Temasek Holdings, Texas Pacific Group, Perseus-Soros
BioPharmaceutical Fund and Mitsui & Co.

"I believe that our new Board of Directors is extremely strong and
well-suited to help guide Quintiles forward as a private company,"
Gillings said.

"Each member has shown extraordinary leadership skills at the
highest levels of business and each brings unique and diverse
experience to our board.  I'm very pleased that we've attracted
board members of this caliber."

    Members of the Quintiles Transnational Board of Directors are:

     * Dennis Gillings, Chairman of the Board and CEO, Quintiles
       Transnational Corp. Gillings founded Quintiles in 1982
       after serving as a consultant to pharmaceutical clients
       during his tenure as a biostatistics professor at The
       University of North Carolina at Chapel Hill. Under his
       leadership, Quintiles grew from one office and 10 employees
       to become the world's leading pharmaceutical services
       company, with gross revenue of $2.0 billion in 2003,
       offices in 50 countries and more than 16,000 employees.
       Gillings earned a degree in mathematical statistics from
       Cambridge University and bachelor and doctoral degrees in
       mathematics from the University of Exeter. Gillings serves
       on several boards and councils, including the UNC School of
       Public Health Dean's Advisory Council; the Graduate
       Education Advancement Board of the Graduate School of UNC-
       Chapel Hill; the North Carolina Institute of Medicine; and
       the Board of ICAgen, Inc. In 2003 Gillings received the
       Consul General's Award from the British American Business
       Council of North Carolina for his contributions to
       promoting bilateral trade between the U.S. and U.K.

     * Richard M. Cashin, Chairman, One Equity Partners.  One
       Equity manages $3.5 billion of investments and commitments
       for Bank One.  Prior to his appointment as Chairman in
       2001, Cashin had been President of Citicorp Venture
       Capital, which he joined in 1980. He earned a degree in
       East Asian Studies and a master's degree in business
       administration from Harvard University. Cashin was a member
       of the 1976 and 1980 Olympic rowing teams, and was a 1974
       World Champion. He serves on the boards of DelcoRemy,
       Fairchild Semiconductor and Titan Wheel.

     * Clateo Castellini, Director Emeritus, BD (Becton, Dickinson
       and Company). Castellini's career at BD, a global medical
       technology company, included serving as Chairman, President
       and CEO from 1994 to 1999 and as Board Chairman from 1999
       to 2003. From 1989 to 1994, Castellini served as BD's
       Medical Sector President, responsible for worldwide
       operations of medical supplies and devices. He earned a
       degree in economics from the Bocconi University and
       completed an Advanced Management Program at Harvard.
       Castellini serves on the Health Advisory Board of the Johns
       Hopkins Bloomberg School of Public Health.

     * Jonathan J. Coslet, Senior Partner, Texas Pacific Group.
       Responsible for Texas Pacific Group's healthcare investment
       activities, Coslet also is a member of the firm's
       Investment and Management committees. Prior to joining
       Texas Pacific, Coslet was with Donaldson, Lufkin &
       Jenrette, specializing in leveraged acquisitions and high-
       yield finance. He received a bachelor's degree in economics
       from the University of Pennsylvania Wharton School and a
       master's in business administration from Harvard. Coslet
       serves on the boards of Magellan Health Services, Oxford
       Health Plans, Burger King, and J. Crew, among others.

     * Jack M. Greenberg, Chairman and CEO (retired), McDonald's
       Corporation. Greenberg was a member of McDonald's Board
       from 1982, when he joined the company as Executive Vice
       President and Chief Financial Officer, until his retirement
       in 2002. He was named Vice Chairman in 1992, Chairman of
       McDonald's USA in 1996 and CEO in 1997. A graduate of
       DePaul University School of Commerce, he also earned a
       juris doctor degree from the university's School of Law. He
       serves on several boards, including Abbott Laboratories,
       Allstate, Hasbro, The Field Museum and Ronald McDonald
       House Charities.

     * Robert A. Ingram, Vice Chairman of Pharmaceuticals,
       GlaxoSmithKline. At GSK, Ingram served in numerous
       positions, including President, CEO and Chairman, retiring
       as Chief Operating Officer and President, Pharmaceutical
       Operations, in 2002. He joined GSK in 1990 after working in
       sales management and government and public affairs
       positions with Merrell Dow and Merck. Ingram now represents
       GSK on the Board of the Pharmaceutical Research and
       Manufacturers Association. He also serves on the boards of
       Lowe's, Nortel and Wachovia, and as Chairman, OSI
       Pharmaceuticals. Ingram graduated from Eastern Illinois
       University with a degree in Business Administration.

     * S. Iswaran, Managing Director, Temasek Holdings (Private)
       Limited. Iswaran is responsible for private equity
       investments (in particular the healthcare, pharmaceutical,
       biotechnology and technology sectors) for Temasek, an
       investment holding company of the Singapore government
       with assets exceeding $70 billion. Prior to his current
       position, Iswaran held senior positions in the Singapore
       government, the most recent of these being responsible for
       multilateral trade negotiations/agreements in the context
       of the World Trade Organization and Asia-Pacific Economic
       Cooperation. He serves on the boards of several public
       companies in Singapore and the region, including SembCorp
       Industries, Hyflux and Sunningdale Precision Industries.
       He was elected a Member of Parliament in Singapore in 1997
       and re-elected in 2001. Iswaran earned a degree in
       economics from the University of Adelaide and a master's in
       public administration from Harvard.

     * Jacques Nasser, Senior Partner, One Equity Partners.  Prior
       to joining One Equity, Nasser had a 35-year career with
       Ford Motor Co., which culminated in his serving as Ford's
       president and CEO from 1998 to 2001. A citizen of
       Australia, Nasser joined Ford there as a financial analyst
       after graduating with a business degree from the Royal
       Melbourne Institute of Technology.  During his career with
       Ford he held a variety of senior leadership positions in
       Europe, Japan, South Africa, Latin America and many other
       countries and regions.  Nasser is Chairman of Polaroid and
       serves on the board of News Corp.'s British Sky
       Broadcasting.

     * James S. Rubin, Partner, One Equity Partners.  Prior to
       joining One Equity, Rubin was a Vice President with Allen &
       Company, a New York investment bank specializing in media
       and entertainment transactions and advisory work. From 1996
       to 1998, he held a number of senior policy positions with
       the Federal Communication Commission under Chairman Reed
       Hundt, including the Executive Director of the Education
       Technology Task Force and General Counsel to the Chief of
       the Wireless Bureau.  Rubin received a bachelor's degree in
       history from Harvard and his juris doctor degree from Yale
       Law School.

     * James L. Bierman, Executive Vice President and Chief
       Financial Officer, Quintiles Transnational Corp. Prior to
       joining Quintiles in 1998, Bierman spent 22 years with
       Arthur Andersen. As a partner of this international
       professional service organization, he worked with numerous
       companies in solving business problems. His experience
       ranges from applying knowledge of complex business
       processes to improve operational efficiency and
       effectiveness while reducing risk, to researching and
       developing leading-edge accounting issues. Bierman received
       a bachelor's degree in economics and history from Dickinson
       College and a master's degree in business administration
       from Cornell University's Johnson Graduate School of
       Management. Bierman has announced his intention to retire
       from the company later this year and a search is now under
       way for his replacement.

Quintiles (S&P, BB- Corporate Credit Rating, Stable) helps improve
healthcare worldwide by providing a broad range of professional
services, information and partnering solutions to the
pharmaceutical, biotechnology and healthcare industries.
Headquartered near Research Triangle Park, North Carolina, and
with offices in 50 countries, Quintiles is a leading global
pharmaceutical services organization and a member of the Fortune
1000. For more information visit the company's Web site at
http://www.quintiles.com/


RCN: May Pursue Debt Restructuring Under Chapter 11 Protection
--------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) announced that negotiations with
its senior secured lenders, members of an ad hoc committee of
holders of its Senior Notes and others on a consensual financial
restructuring of its balance sheet are continuing.

In connection with the continuing negotiations, the Company, the
Lenders and members of the Noteholders' Committee have agreed to
extend expiration of their previously announced forbearance
agreements until March 15, 2004. RCN remains hopeful that these
negotiations will lead to agreement on a consensual financial
restructuring plan in the near term, although there is no
assurance this will occur.

Under the forbearance agreements, the Lenders and members of the
Noteholders' Committee have agreed not to declare any Events of
Default, which they would be entitled but not required to do,
under RCN's senior credit facilities or RCN's senior notes,
respectively, as a result of RCN not making an interest payment on
its 10 1/8% Senior Notes due 2010.

RCN has said that it expects any financial restructuring to be
implemented through a reorganization of RCN Corporation under
chapter 11. RCN believes that a consensual financial restructuring
pursuant to a chapter 11 reorganization would achieve the most
successful financial outcome for the company and its constituents.
RCN does not intend that its market operating subsidiaries be
included in such a chapter 11 filing, although there is no
assurance this will occur.

Additionally, it is anticipated that a filing at the holding
company level would not have any adverse effect on customers and
vendors. Since financial restructuring negotiations are ongoing,
the treatment of existing creditor and stockholder interests in
the company is uncertain at this time. However, RCN has said that
the restructuring will likely result in a conversion of a
substantial portion of its outstanding Senior Notes into equity
and an extremely significant, if not complete, dilution of current
equity.

RCN's objective is to reach agreement on a consensual financial
restructuring plan during the current forbearance period. If
financial restructuring negotiations were to proceed beyond that
period or were to end, however, additional forbearance, waiver
and/or amendment agreements would be needed to support RCN's
continuing operations. In addition, in the absence of an agreement
on a consensual financial restructuring upon expiration of the
forbearance agreements, the Lenders and members of the
Noteholders' Committee who hold 10 1/8% Senior Notes would be
entitled, but not required, to declare RCN's senior credit
facilities and the outstanding 10 1/8% Senior Notes, respectively,
immediately due and payable.

Any acceleration of amounts due under RCN's senior credit
facilities or the 10 1/8% Senior Notes would, due to cross default
provisions in the Company's indentures governing its other senior
notes, entitle, but not require, the holders of other senior notes
to declare the Company's other senior notes immediately due and
payable if they so choose. Holders of 10 1/8% Senior Notes that
are not members of the Noteholders' Committee are not subject to
the terms of the forbearance agreements. If acceleration of the
Company's senior credit facilities and 10 1/8% Senior Notes were
to occur, RCN would not, based on current and expected liquidity,
have sufficient cash to pay the amounts that would be payable.

Although RCN is actively pursuing discussions towards a final
agreement on a consensual financial restructuring, there can be no
assurance that such an agreement will ultimately be reached, that
RCN would be able to obtain further extensions of its forbearance
agreements with the Lenders and members of the Noteholders'
Committee, or that holders of 10 1/8% Senior Notes that are not
members of the Noteholders' Committee will not declare an Event of
Default under the 10 1/8% Senior Notes (which would terminate the
forbearance agreement with Lenders), or seek other remedies
available under applicable law or the terms of the 10 1/8% Senior
Notes, prior to such time. RCN will continue to apply substantial
effort and resources to reaching a formal agreement on a
consensual financial restructuring while also continuing to
evaluate the best alternatives for RCN under current circumstances
and as discussions and events unfold.

RCN also noted that, as previously announced, it had deferred the
interest payment that was scheduled to be made on February 15,
2004, of approximately $14.2 million with respect to its 9.80%
Senior Discount Notes Due 2008. In the event that RCN does not
make this interest payment within 30 days beginning February 15,
2004, an Event of Default would arise with respect to the 9.80%
Senior Notes and entitle, but not require, holders thereof to
declare the outstanding 9.80% Senior Notes immediately due and
payable. Absent final agreement on a consensual restructuring
prior to March 15, 2004, unless the holders of the 9.80% Senior
Notes exercise forbearance along with the Lenders and holders of
the 10 1/8% Senior Notes, the information above regarding RCN's
senior credit facilities and 10 1/8% Senior Notes would be
applicable to the 9.80% Senior Notes as well.

For additional information about the restructuring process, visit

                   http://www.rcntomorrow.com/

                     ABOUT RCN CORPORATION

RCN Corporation (Nasdaq: RCNC) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and
high speed Internet services delivered over its own fiber-optic
local network to consumers in the most densely populated markets
in the U.S. RCN has more than one million customer connections and
provides service in Boston, New York, Philadelphia/Lehigh Valley,
Chicago, San Francisco, Los Angeles and Washington, D.C.
metropolitan markets.


RELIANCE GROUP: Settles Insurance Disputes with Integrated Health
-----------------------------------------------------------------
Judge Mary Walrath of the United States Bankruptcy Court for the
District of Delaware approved a settlement agreement between M.
Diane Koken, the Insurance Commissioner of the Commonwealth of
Pennsylvania, in her official capacity as Liquidator of Reliance
Insurance Company, and IHS Liquidating LLC, as successor to
Integrated Health Services, in Integrated's Chapter 11 cases.

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

                      The PL/GL Policy

One of the Policies issued by RIC is a Health Care Medical
Professional Liability and General Liability Insurance Policy,
NGB0151564-00 for the 1999 Policy Year.  The PL/GL Policy is a
matching deductible policy in that the limits of coverage are
equal to IHS' deductible obligations under the policy.
The PL/GL Policy provides professional liability coverage of
$2,000,000 per incident, with an initial aggregate coverage limit
of $4,500,000.  IHS believes that, upon exhaustion of the initial
aggregate limit, the PL/GL Policy is subject to "reinstatement"
for an additional $4,500,000 of aggregate professional liability
coverage.

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

                   The RIC Proof of Claim

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

                       The Complaint

On September 20, 2002, IHS filed a Complaint for Declaratory
Judgment against M. Diane Koken in the Commonwealth Court.  In
Count I of the Complaint, IHS sought a declaration confirming
that RIC was obligated to pay claims under the PL/GL Policy.
Counts II and III assert claims pertaining to the use and
application of the collateral, presently consisting of cash
totaling $10,474,128, posted by IHS to secure its payment
obligations to RIC for deductible amounts under the Policies.  In
the alternative, IHS seeks declarations either requiring the
Liquidator to apply the collateral to the payment of claims
covered by the PL/GL Policy or to return the collateral to IHS.

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

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

                     The IHS Proof of Claim

Pursuant to IHS' Reorganization Plan, the IHS Liquidating Trust
is authorized to file a single claim in the RIC liquidation
proceeding to seek recovery of all insurance proceeds available
under the PL/GL Policy on account of the PL/GL Claims.
Subsequently, IHS Liquidating filed its proof of claim in the RIC
liquidation proceeding:

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

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

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

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

                     The Settlement Agreement

IHS Liquidating and the Liquidator want to settle their disputes
relating to the claims asserted in the Complaint and in the
Action, and with regard to the RIC Proof of Claim and the IHS
Proof of Claim.  Pursuant to the Settlement Agreement, the
parties agree that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

   (j) In exchange for the agreement of IHS and IHS Liquidating
       to pursue Counts IV and V and the Policy Limits Claim
       solely in the proof of claim procedure, the Liquidator
       will expedite her review of the Policy Limits Claim.
       (Reliance Bankruptcy News, Issue No. 47; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


ROYAL OLYMPIA: Greek Court Appoints Administrator for 6 Months
--------------------------------------------------------------
Royal Olympia Cruises (Nasdaq: ROCLF) announced that the Greek
Maritime Court of appeal of Piraeus administering the proceeding
under section 45 of Law 1892/1990 regarding its subsidiaries
"ELLINIKI ETAIRIA DIIPEIROTIKON GRAMMON A.E.", "VALENTINE OCEANIC
TRADING INC", "FREEWIND SHIPPING COMPANY" and "OCEAN QUEST
SEACARRIERS LIMITED", which are the owning companies of the
vessels ODYSSEUS, TRITON, WORLD RENAISSANCE and OLYMPIA I, and
"ROYAL OLYMPIC CRUISES LTD" (the Management Company), gave its
consent for their inclusion in the above section (similar to
Chapter 11 in the United States).

The Court also appointed an administrator (mediator) for a period
of six months in order to try and find a compromise agreement with
the creditors.

The above decision provides a legal framework which allows the
Company to operate for a period of six months, with the
possibility of a further three month extension subject to court
approval, in order to allow the administrator (mediator) to reach
agreements with the Company's creditors. However the Company will
have to secure a sufficient amount of working capital in order to
be operational. This amount has not yet been secured.


SANDISK CORP: S&P Ups Credit Rating to B+ & Assigns Stable Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on SanDisk Corp. to 'B+' from 'B' and its subordinated debt
rating to 'B-' from 'CCC+'. The outlook is stable.

Sunnyvale, California-based SanDisk is a leading manufacturer of
various formats of flash memory cards for use in consumer
electronics, including digital cameras, as well as industrial and
telecommunications applications. SanDisk has total debt
outstanding of $150 million.

"The action reflects SanDisk's sustained growth in profitability,
despite substantial business risk," said Standard & Poor's credit
analyst Joshua Davis. "The presence of substantial balance-sheet
liquidity offsets anticipated capital expenditures and contingent
liabilities stemming from SanDisk's flash memory fabrication joint
venture, FlashVision," with Toshiba Corp. (BBB-/Negative/A-3).

Potential exists for supply/demand imbalances resulting from
excessive industry investment in NAND flash capacity, which could
lead to acceleration in price declines and accumulation of
unwanted inventory. While current demand is outpacing supply
growth, which is expected to continue for least the next year,
significant industry investment in NAND capacity could pose a risk
starting in 2005.


SATCON: Says Funds Are Sufficient to Fund Ops. Until Sept. 2004
---------------------------------------------------------------
SatCon Technology Corporation has incurred significant costs to
develop its technologies and products. These costs have exceeded
total revenue. As a result, the Company has incurred losses in
each of the past five years. As of December 27, 2003, it had an
accumulated deficit of $117,623,182. During the three months ended
December 27, 2003, the Company incurred a loss of $921,659. In
addition, the Company's business plan envisions a significant
increase in revenue and significant reductions in the cost
structure and the cash burn rate from the results experienced in
the recent past. If, however, the Company is unable to realize its
plan, it may not be in compliance with loan covenants which may
cause a default, as defined in the loan agreement, and may be
forced to raise additional funds by selling stock, restructuring
its borrowing, selling assets, or taking other actions to conserve
its cash position. In addition, the Company's stock is listed on
the Nasdaq National Market which requires it to comply with
Nasdaq's Maketplace Rules. These rules require that the Company
maintain a market value of at least $50 million or have total
assets of at least $50 million and at least $50 million of total
revenue and that the stock price stay above $1.00, among others.
If the Company fails to maintain these rules and the Company'
common stock is delisted from the Nasdaq National Market, there
could be greater difficulty in obtaining financing.

The Company believes that the combination of existing cash on
hand, together with the ability to borrow under the Amended Loan
will be sufficient to fund its operations through
September 30, 2004. This assumes that the Company will achieve its
business plan. However, this business plan envisions a significant
increase in revenue and significant reductions in the cost
structure and the cash burn rate from the results experienced in
the recent past.

SatCon Technology Corporation manufactures and sells power control
systems for critical military systems, alternative energy and
high-reliability industrial automation applications. Products
include inverter electronics from 5 kilowatts to 5 megawatts,
power switches, and hybrid microcircuits for industrial, medical,
military and aerospace applications. SatCon also develops and
builds digital power electronics, high-efficiency machines and
control systems for a variety of defense applications with the
strategy of transitioning those technologies into multiyear
production programs. For further information, please visit the
SatCon Web site at http://www.satcon.com/


SEALY CORP: November 2003 Equity Deficit Narrows to $76 Million
---------------------------------------------------------------
Sealy Corporation, the world's largest manufacturer of bedding
products, announced results for the fiscal fourth quarter and full
year ending November 30, 2003.

For the quarter, Sealy reported sales of $306.8 million, an
increase of 8.0% from $284.0 million for the same period a year
ago. Net income was $1.5 million, compared with $8.5 million a
year earlier. Earnings before interest, taxes, depreciation and
amortization (EBITDA) were $32.3 million, compared with $28.5
million a year earlier. Adjusted EBITDA was $45.3 million,
compared with $35.1 million for the same period a year ago. EBITDA
and Adjusted EBITDA were both positively impacted by the new
product introduction in the second half of the year.

For the full year, net sales reached a record $1.2 billion in
2003, up slightly from 2002.

Reported net sales for the fourth quarter of 2003 and 2002 reflect
Sealy's adoption of Financial Accounting Standards Board Emerging
Issues Task Force (EITF) 01-09, "Accounting for Consideration
Given by a Vendor to a Customer or a Reseller of the Vendor's
Product." Under EITF 01-09, cash consideration is a reduction of
revenue, unless specific criteria are met regarding goods or
services that the vendor may receive in return for this
consideration. Historically, Sealy classified costs such as volume
rebates and promotional money as marketing and selling expenses.
These costs are now classified as a reduction of revenue. This had
the effect of reducing net sales and selling, general and
administrative (SG&A) expenses each by $13.5 million for the
fourth quarter of 2003 and by $11.5 million for the fourth quarter
of 2002 and by $50.3 million for the year end 2003 and by $51.5
million for the year ended 2002. These changes did not affect the
Company's financial position or results of operations.

Net income for the year was $18.3 million compared with $16.9
million for 2002. EBITDA was $129.9 million for the year, compared
with $119.2 million in 2002. Adjusted EBITDA was $161.8 for the
year, compared with $168.9 in the prior year.

"In spite of the challenging economic environment faced during
2003 we were able to record a record level of sales and
experienced strong sales momentum during the fourth quarter as a
result of the successful launch of our innovative UniCased
Posturepedic product line. In January 2004 we launched our new
Stearns & Foster TripLCased mattress. Initial response from our
retailers has been extremely positive." said David J. McIlquham,
Sealy's president and chief executive officer. "In addition to the
successful UniCased launch we were able to effectively resolve our
affiliate and accounts receivable issues while aggressively
reducing our working capital levels. As a result we were able to
reduce our net debt by nearly $80 million during 2003," said
McIlquham.

Sealy Corporation's November 30, 2003 balance sheet shows a
stockholders' equity deficit of $76,162,000 compared to
$115,740,000 at December 1, 2002.

Sealy is the largest bedding manufacturer in the world with sales
of $1.2 billion in 2003. The Company manufactures and markets a
broad range of mattresses and foundations under the Sealy, Sealy
Posturepedic, Sealy Posturepedic Crown Jewel, Stearns & Foster,
and Bassett brands. Sealy has the largest market share and highest
consumer awareness of any bedding brand in North America. Sealy
employs more than 6,000 individuals, has 31 plants, and sells its
products to 3,200 customers with more than 7,400 retail outlets
worldwide. Sealy is also a leading supplier to the hospitality
industry. For more information, please visit http://www.sealy.com/


SEPRACOR: S&P Revises Ratings' Outlook to Positive on Estorra News
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Sepracor
Inc. to positive from stable. At the same time, Standard & Poor's
affirmed its 'B' corporate credit rating and 'CCC+' subordinated
debt rating on the emerging specialty pharmaceutical company. The
action reflects the company's receipt of an "approvable" letter
from the U.S. Food and Drug Administration for its insomnia
treatment Estorra.

Estorra has the potential to be a best-in-class therapy for the
treatment of insomnia and it could significantly diversify
Sepracor's revenue stream. Indeed, if the labeling is approved by
the FDA, Estorra may be differentiated by its longer duration of
action and by its use to treat sleep maintenance as well as for
difficulty falling asleep. The strong prospective cash flows the
product would generate could also help offset Sepracor's
significant R&D and marketing spending and could improve its
ability to repay debt.

Sepracor has roughly $1.2 billion of debt outstanding.

"The speculative-grade ratings on Sepracor reflect the company's
significant cash requirements to fund ongoing R&D expenditures and
its increasing marketing costs," said Standard & Poor's credit
analyst Arthur Wong. "The ratings also reflect Sepracor's heavy
debt burden and the risks of drug development. These negative
factors are only minimally offset by the growing sales of
Sepracor's asthma drug Xopenex, the promise of the company's sleep
disorder medication Estorra, and the adequate liquidity provided
by substantial cash balances."

Marlborough, Massachusetts-based Sepracor specializes in the
development and marketing of improved single-isomer versions of
existing drugs that may have fewer side effects or increased
potency.


SHAW COMMS: Declares Interest Distribution on 8.875% Preferreds
---------------------------------------------------------------
Notice is hereby given that an interest distribution of 55.469
cents per security on Shaw Communications Inc. 8.875% Canadian
preferred securities due September 28, 2049, will be paid
March 31, 2004, to holders of record at the close of business on
March 15, 2004.

The interest distribution on the preferred securities will be
treated as interest income for tax purposes.

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


SOLUTIA INC: Quimica Asks Go-Signal to Set-Off Mutual Obligations
-----------------------------------------------------------------
Quimica M., S.A. de C.V. is a joint venture of Solutia, Inc. and
Vitro Plan, S.A. de C.V., a Mexican Corporation.  Robin E.
Keller, Esq., at Stroock & Stroock & Lavan LLP, in New York,
recalls that before the Petition Date, Quimica entered into a
long-term contract with Monsanto Company, a predecessor to the
Debtors.  The Contract requires Quimica to purchase a polyvinyl
butyral resin and plasticizer from Monsanto.  The Debtors are now
a party to the contract.  Quimica also contracted to deliver PVB
film to Solutia, which film is used in the automotive and
construction laminated glass industries.

As of December 17, 2003, the Debtors owed Quimica $1,884,689.  At
the same time, Quimica had outstanding prepetition invoices with
the Debtors totaling $4,824,854 -- $510,770 of which was payable.

Following the Petition Date, Quimica entered into discussions
with the Debtors regarding the outstanding amount owed to it.
The parties agreed that given both their desire to continue
performing under the agreements and given the Debtors' equity at
stake and interest in the continued viability of Quimica, it was
appropriate to allow Quimica to set off the prepetition amounts
owed to the Debtors against the prepetition amounts owed to
Quimica.

Since the Petition Date, Quimica has remitted to the Debtors
$518,039 for amounts owed as of the Petition Date, and has agreed
to remit other amounts that may become due and owing to the
Debtors in excess of the amount owed by the Debtors to Quimica,
which Quimica is holding to effectuate set-off.

Accordingly, Quimica asks the Court to lift the automatic stay
for it to exercise its set-off rights. (Solutia Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTHERN CALIFORNIA EDISON: Acquires New Power Plant Project
------------------------------------------------------------
Southern California Edison (SCE) has notified Sequoia Generating
LLC, a subsidiary of InterGen, that SCE is exercising its option
to purchase the Mountainview Power Company LLC, the owner of a new
state-of-the-art power plant currently being developed in
Redlands, California.  The utility hopes to close the acquisition
this month and bring the plant on-line by the summer of 2006.

"The California Public Utilities Commission and the Federal Energy
Regulatory Commission both have determined that the Mountainview
Project will benefit our customers," said John E. Bryson, chairman
of SCE.  "We commend both commissions for their timely action on
this project, which is essential to avoid potential power
shortages as soon as 2006."

Construction of the Mountainview Project was begun by AES, a prior
owner, in September, 2001, but later stalled due to continuing
market uncertainties in California.

Upon closing the purchase, construction of the plant, now 15%
complete, will immediately resume.  The project will employ up to
500 local workers during the construction phase and a standard
operating crew upon completion. Mountainview, located in the
fastest growing area in SCE's 11-county service territory -- the
Inland Empire -- will generate 1,054 megawatts of electricity,
enough power to serve approximately one million homes.

An Edison International (NYSE: EIX) (S&P, BB+ Corporate Credit
Ratin, Stable) company, Southern California Edison (Fitch, BB
Unsecured Debt and B+ Preferred Share Ratings, Positive) is one of
the nation's largest electric utilities, serving a population of
more than 12 million via 4.5 million customer accounts in a
50,000-square-mile service area within central, coastal and
Southern California.


SOUTHWEST RECREATIONAL: Official Creditors' Committee Named
-----------------------------------------------------------
The United States Trustee for Region 21 appointed 6 creditors to
serve on an Official Committee of Unsecured Creditors in Southwest
Recreational Industries, Inc.'s Chapter 11 cases:

      1. Blackstone Mezzanine Partners, L. P.
         345 Park Avenue, 29th Floor
         New York, N. Y. 10154
         Attn.: Salvatore Gentile
         Tel: 212-583-5443
         Fax: 212-583-5482

      2. Specialized Construction, Inc.
         711 Harvard Avenue
         Cuyahoga Heights, OH 44105
         Attn.: John Galik
         Vice President/Treasurer
         Tel: 216-271-3363
         Fax: 216-271-5310

      3. BASF Nederland, B. V.
         c/o Schafer and Weiner, PLLC
         40950 Woodward Avenue
         Suite 100
         Bloomfield Hills, MI 48304
         Attn.: Michael E. Baum, Esq.
         Tel: 248-540-3340
         Fax: 248-642-2127

      4. Nexcel Synthetics
         6076 Southern Industrial Drive
         Birmingham, AL 35235
         Attn.: Rom Reddy
                Scott Womack
         Tel: 205-655-8817
         Fax: 205-655-0897

      5. Solutia, Inc.
         575 Maryville Centre Drive
         St. Louis, MO 63141
         Attn.: Frank Riddick
         Beth Perniciaro
         Tel: 314-674-6097
              314-674-2388
         Fax: 314-674-3398

      6. ACT Technologies, Inc.
         P. O. Box 279
         Dalton, GA 30722
         Attn.: James C. Barbre, President
         Tel: 706-226-6038
         Fax: 706-217-2805

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 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.


STELCO: Posts Added Info on Finances & CCAA Dev't. in Co. Web Site
------------------------------------------------------------------
Stelco (TSX:STE) announced that additional financial information
has been posted to its Web site relating to its financial
condition and proceedings before the Ontario Superior Court of
Justice under the Companies' Creditors Arrangement Act.
Preliminary financial information for the year ended December 31,
2003 includes:

    -   A consolidated net loss of $192 million before asset
        write-offs, revaluations and other adjustments which are
        expected to be substantial.

    -   Consolidated cash usage of $114 million financed by a
        reduction in cash balances from the beginning of the year
        of $44 million and an increase in bank indebtedness of $70
        million.

Stelco cautioned that this information is preliminary and subject
to audit. With respect to completion of its debtor-in-possession
financing, Stelco reported that the commitment from its operating
lenders for $75 million debtor-in-possession financing has been
extended to March 12, 2004. Stelco expects to complete the
necessary documentation and satisfy the conditions for draws under
the debtor-in-possession financing in the near future.

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

To learn more about Stelco and its businesses, refer to the
company's Web site at http://www.stelco.ca/


TELETECH HOLDINGS: Appoints Mark C. Thompson to Board of Directors
------------------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a global provider of
customer solutions, announced the appointment of Mark C. Thompson
to its board of directors.

Mr. Thompson is chairman of Executive Powertools, a leadership
development firm, and is the former chairman of Integration
Associates, Inc. and Rioport. A veteran of Wall Street, Mr.
Thompson was recruited by Charles Schwab for the company's 1987
initial public offering and recently was ranked among America's
Top 100 venture capitalists on the Forbes 2004 Midas list.

Mr. Thompson is the author of 22 leadership programs and has
conducted more than 180 CEO interviews, including the "Leaders of
the New Century" series with Korn/Ferry International. He was an
executive producer for National Public Radio's Peabody Award-
winning Sonic Memorial Project. Additionally, Mr. Thompson was co-
founder of Sentium and founder of the International Institute for
Strategic Information, Inc., a nonprofit public benefit
corporation. He also serves on the board of directors for
Integration Associates and Best Buy Enterprises.

"We welcome Mark to TeleTech's board of directors," said Kenneth
Tuchman, TeleTech's chairman and chief executive officer. "Mark's
leadership and financial services expertise will enhance a team
that continues to provide strong strategic direction for
TeleTech."

Mr. Thompson said, "TeleTech is a proven leader in the customer
management industry, with a focus on improving its clients'
business processes and providing world-class customer experiences.
I look forward to working with a talented team of board members to
help TeleTech continue to grow and capitalize on the emerging
opportunities in the global marketplace."

Mr. Thompson holds B.A., M.A. and M.B.A. degrees and currently is
a visiting scholar at Stanford University's School of Humanities
and Sciences.

                       ABOUT TELETECH

TeleTech is a global leader of integrated customer solutions
designed to help clients acquire, grow and retain profitable
relationships with their customers. TeleTech has built a worldwide
capability supported by more than 31,000 professionals in North
America, Latin America, Asia-Pacific and Europe. For additional
information, visit http://www.teletech.com/

                          *   *   *

                LIQUIDITY AND CAPITAL RESOURCES

Historically, capital expenditures have been, and future capital
expenditures are anticipated to be, primarily for the development
of customer interaction centers, technology deployment and systems
integrations. The level of capital expenditures incurred in 2003
will be dependent upon new client contracts obtained by the
Company and the corresponding need for additional capacity. In
addition, if the Company's future growth is generated through
facilities management contracts, the anticipated level of capital
expenditures could be reduced. The Company currently expects total
capital expenditures in 2003 to be approximately $40.0 million to
$50.0 million, excluding the purchase of its corporate
headquarters building. The Company expects its capital
expenditures will be used primarily to open several new non-U.S.
customer interaction centers, maintenance capital for existing
centers and internal technology projects. Such expenditures are
expected to be financed with internally generated funds, existing
cash balances and borrowings under the Revolver.

The Company's Revolver is with a syndicate of five banks. Under
the terms of the Revolver, the Company may borrow up to $85.0
million with the ability to increase the borrowing limit by an
additional $50.0 million (subject to bank approval) within three
years from the closing date of the Revolver (October 2002). The
Revolver matures on December 28, 2006 at which time a balloon
payment for the principal amount is due, however, there is no
penalty for early prepayment. The Revolver bears interest at a
variable rate based on LIBOR. The interest rate will also vary
based on the Company leverage ratios (as defined in the
agreement). At June 30, 2003 the interest rate was 2.5% per annum.
The Revolver is unsecured but is guaranteed by all of the
Company's domestic subsidiaries. At June 30, 2003, $39.0 million
was drawn under the Revolver. A significant restrictive covenant
under the Revolver requires the Company to maintain a minimum
fixed charge coverage ratio as defined in the agreement.

The Company also has $75 million of Senior Notes which bear
interest at rates ranging from 7.0% to 7.4% per annum. Interest on
the Senior Notes is payable semi-annually and principal payments
commence in October 2004 with final maturity in October 2011. A
significant restrictive covenant under the Senior Notes requires
the Company to maintain a minimum fixed charge coverage ratio.
Additionally, in the event the Senior Notes were to be repaid in
full prior to maturity, the Company would have to remit a "make
whole" payment to the holders of the Senior Notes. As of June 30,
2003, the make whole payment is approximately $11.9 million.

During the second quarter of 2003, the Company was not in
compliance with the minimum fixed charge coverage ratio and
minimum consolidated net worth covenants under the Revolver and
the fixed charge coverage ratio and consolidated adjusted net
worth covenants under the Senior Notes. The Company has worked
with the lenders to successfully amend both agreements bringing
the Company back into compliance. While the Revolver and Senior
Notes had subsidiary guarantees, they were not secured by the
Company's assets. In connection with obtaining the amendments, the
Company has agreed to securitize the Revolver and Senior Notes
with a majority of the Company's domestic assets. As part of the
securitization process, the two lending groups need to execute an
intercreditor agreement. If an intercreditor agreement is not in
place by September 30, 2003, the lenders could declare the
Revolver and Senior Notes in default. The lenders and the Company
believe they will be able to execute the intercreditor agreement
by September 30, 2003. However, no assurance can be given that the
parties will be successful in these efforts. Additionally, the
interest rates that the Company pays under the Revolver and Senior
Notes will increase as well under the amended agreements. The
Company believes that annual interest expense will increase by
approximately $2.0 million a year from current levels under the
Revolver and Senior Notes as amended. The Company believes that
based on the amended agreements it will be able to maintain
compliance with the financial covenants. However, there is no
assurance that the Company will maintain compliance with financial
covenants in the future and, in the event of a default, no
assurance that the Company will be successful in obtaining waivers
or future amendments.

From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other
similar transactions. Any such transaction could include, among
other things, the transfer, sale or acquisition of significant
assets, businesses or interests, including joint ventures, or the
incurrence, assumption or refinancing of indebtedness, and could
be material to the financial condition and results of operations
of the Company. There is no assurance that any such discussions
will result in the consummation of any such transaction. Any
transaction that results in the Company entering into a sales
leaseback transaction on its corporate headquarters building would
result in the Company recognizing a loss on the sale of the
property (as management believes that the current fair market
value is less than book value) and would result in the settlement
of the related interest rate swap agreement (which would require a
cash payment and charge to operations of $5.4 million).


TRINITY: S&P Assigns BB+ Sr. Sec. Loan Rating on $250MM Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
secured bank loan rating and its '1' recovery rating, indicating a
high expectation of full recovery of principal, to Dallas, Texas-
based Trinity Industries Inc.'s $250 million senior secured
revolving credit facility due 2007. At the same time, Standard &
Poor's assigned its 'BB-' senior unsecured debt rating to the
company's proposed $300 million senior unsecured notes due 2014,
which is being issued under SEC Rule 144A with registration
rights. Proceeds from the notes issuance will be used to refinance
existing debt and for general corporate purposes. Standard &
Poor's also affirmed its 'BB' corporate credit rating on the
company. The outlook remains stable.

The revolving credit facility is secured by a first-priority
interest in all accounts receivable and inventory of the company,
and all capital stock of the company's material subsidiaries. The
collateral granted to the secured lenders has a springing lien
that is released should the corporate credit rating be rated
'BBB-' by Standard & Poor's or Baa3 by Moody's Investors Service.

The senior unsecured notes are rated one notch below the corporate
credit rating, because of their structural subordination to
priority liabilities and secured debt (including all operating
leases and Standard & Poor's expectations of usage under the
company's new $250 million senior secured revolver) relative to
total assets.

"Leading market positions and the expectation that the railcar
market has bottomed limit downside ratings risk," said Standard &
Poor's credit analyst Linli Chee. "However, volatile end-markets,
an aggressive approach to developing the capital-intensive leasing
unit, and greater exposure to raw material price increases
restrain upside ratings potential."

Trinity manufactures a wide range of high-volume, metal-bending
goods for the following markets: railcar (43% of sales for full-
year 2003), highway construction (29%), barge (10%), and general
industrial (7%).


UNITED AIRLINES: Obtains Court Nod to Assume Agreement with Pratt
----------------------------------------------------------------
The United Airlines Debtors sought and obtained the Court's
permission to assume a V2500 Engine Fleet Management Agreement
with Pratt & Whitney CES, and its parent company, United
Technologies Corporation.

On October 18, 2001, the Debtors entered into a services
agreement with P&W.  P&W's obligations include repairing and
maintaining the Debtors' V2500 gas turbine aviation engines at a
Columbus, Georgia facility.

To reduce costs, the Debtors have evaluated their existing
contracts and conducted a head-to-head competition between P&W and
another provider of V2500 engine maintenance services.  After
extensive discussions, the Debtors determined to continue to
contract with P&W under the Services Agreement on improved terms
and conditions.

P&W agreed to amendments that provide the Debtors with a net
present value of about $70,000,000 of incremental price and other
financial concessions. The salient terms of the Amended Services
Agreement include:

   (a) A reduction to the cost per engine flight hour;

   (b) Price protection and other concessions on spare parts for
       PW2000 and PW4000 engines for up to five and a half years;

   (c) An economic -- but not equitable interest -- in CES, based
       on a percentage of profits generated from related V2500
       engine repair and overhaul business;

   (d) An option to acquire an incremental economic interest in
       CES with a limited right to convert it to credits for P&W
       goods and services;

   (e) Greater flexibility to adjust its V2500 engine fleet size,
       without penalty; and

   (f) CES will waive its prepetition claims under the Services
       Agreement and will not seek payment under a Reorganization
       Plan.

Upon assumption, P&W will provide additional customer service
support and assistance through the issuance of credit for the
purchase of P&W parts and services, as well as the mitigation of
engine testing and inspection procedures.

In a separate request, the Debtors sought and obtained the
Court's permission to file the Agreement and related documents
under seal. (United Airlines Bankruptcy News, Issue No. 40;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


VERITAS DGC: Fitch Affirms Senior Unsecured Debt Rating at BB
-------------------------------------------------------------
Fitch Ratings has affirmed the senior secured debt rating of
Veritas DGC Inc. at 'BB' and assigned a 'BB-' rating to the new
senior unsecured convertible notes due 2024. The Rating Outlook
remains Negative due to the weak outlook for the seismic sector
and the concern that the company's reduction in multi-client
expenditures and capital improvements may hinder future
opportunities.

Proceeds from the recently priced $125 million floating rate
senior unsecured convertible notes due 2024 will be used to repay
a portion of Veritas' senior unsecured credit facility and
repurchase $20 million of its common stock. Veritas also granted
the initial purchaser of the convertible notes an option to
acquire an additional $30 million of convertible notes in
connection with the offering. The convertible notes were priced at
three month LIBOR less a spread of 0.75%, which will translate
into lower annual interest expense given the existing interest
rate environment. Additionally, the transaction will extend debt
maturities by at least one year to 2009.

The rating is based on Veritas' lease adjusted credit profile, the
company's commitment to generating positive free cash flow and its
geographically diversified operations. The anticipated improvement
in Veritas' credit profile has not materialized despite four years
of stronger than average prices for oil and natural gas. During
the latest twelve months, EBITDA was $56.2 million, providing
lease adjusted coverage of 1.4 times and adjusted debt-to-EBITDA
of 5.9x. Notably, Fitch Ratings treats amortization of the multi-
client library as a cash expense. The recent change in Veritas'
amortization policy to the greater of straight-line or sales
forecast method has resulted in 'catch up' adjustments, which have
negatively impacted the EBITDA calculation.

Demand for Veritas' services has been slow to grow in recent years
as exploration and production (E&P) companies evaluated seismic
data obtained through numerous acquisitions rather than obtain new
seismic data. Furthermore, E&P companies have used excess cash to
reduce debt, repurchase stock and drill low-risk prospects rather
than increase exploration spending. Also affecting Veritas' credit
profile has been an excess supply of marine seismic vessels, which
has hampered margins and will likely continue to do so until
capacity is reduced. Historically, Veritas invested heavily in its
multi-client library, research and development, and technology
development, which also negatively affected its credit profile.
Recently, however, Veritas has focused on growing the business
through internally generated cash flow. Veritas generated $19.5
million of positive free cash flow (cash provided by operating
activities less capital expenditures less multi-client
expenditures) in the latest twelve months.

Veritas DGC Inc., headquartered in Houston, Texas is a leading
provider of seismic data acquisition, seismic data processing and
multi-client data to the petroleum industry in selected markets
worldwide. The company acquires seismic data in land, marsh,
swamp, tidal (transition zone) and marine environments. Veritas
processes the data acquired by its own crews and crews of other
operators. Veritas also acquires seismic data both on an exclusive
contractual basis for its customer and on its own behalf for
licensing to multiple customers on a non-exclusive basis.


VISTEON: $400M Senior Unsecured Debt Issue Gets S&P's BB+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to Visteon Corp.'s proposed $400 million senior
unsecured notes due 2014. At the same time, Standard & Poor's
affirmed its 'BB+' corporate credit rating on the Dearborn,
Michigan-based company, which has total debt of about $2 billion,
including securitized accounts receivable and capitalized
operating leases. Proceeds from the new debt issue will be used to
refinance existing debt and for general corporate purposes. The
rating outlook is stable.

The proposed debt offering will reduce near-term debt maturities,
which currently total $350 million during 2004 and $538 million
during 2005.

"We expect Visteon to make gradual improvements to its competitive
position and financial profile, reaching a level consistent with
the ratings in the next few years," said Standard & Poor's credit
analyst Martin King. "Upside potential is limited by the company's
continued dependence on Ford Motor Co. and the cyclical and highly
competitive nature of the industry."

Visteon and Ford have signed agreements to restructure their
relationship that are designed to improve Visteon's
competitiveness. Although the new agreements with Ford are
positive for Visteon, Standard & Poor's has reassessed Visteon's
business profile in light of the agreements, which highlight the
challenges Visteon faces to be a competitive and viable stand-
alone automotive supplier.

The benefits of the Ford agreements, the establishment of the Tier
1 wage structure for new hires, new business additions, and
ongoing productivity initiatives should result in improved
earnings and cash flow generation for Visteon in 2004. In
addition, the completion of spending associated with construction
of a new headquarters complex and computer systems work should
further improve cash flow in 2005. Still, Visteon's operating
results are expected to remain subpar for several years.


WARNACO GROUP: Hotchkis and Wiley Discloses 7.5% Equity Stake
-------------------------------------------------------------
Anna Marie Lopez, Chief Compliance Officer of Hotchkis and Wiley
Capital Management LLC, informs the Securities and Exchange
Commission that Hotchkis and Wiley owns, as of December 31, 2003,
3,388,800 shares of Warnaco Group, Inc. common stock -- this
represents 7.5% of the total outstanding shares issued. (Warnaco
Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM: Judge Gonzales Clears Settlement of Mpower Dispute
------------------------------------------------------------
Judge Gonzalez approves the Worldcom Inc. Debtors' stipulation to
resolve contract disputes with Mpower Communications, Inc.

Mpower owes the Debtors $1,033,517 in outstanding prepetition
balance under certain service agreements.  Likewise, the Debtors
owe Mpower $2,418,687 in outstanding prepetition balance.

Although Mpower has not yet filed a proof of claim against the
Debtors, Mpower's claims were scheduled by the Debtors in an
aggregate amount exceeding their $2,418,687 balance.

The Debtors and Mpower negotiated a settlement agreement and
release, dated December 22, 2003, resolving certain disputes, as
well as the treatment of the outstanding prepetition balances.
Since the Settlement Agreement contains proprietary and
confidential information, the Debtors cannot disclose its terms.

Basically, the parties agree that:

   (1) Mpower will be entitled to set off $1,033,517 against the
       the Debtors' $2,418,687 Balance.  The automatic stay is
       modified to allow Mpower to effectuate the set-off;

   (2) After the set-off, the Debtors will owe Mpower $1,385,170
       in remaining prepetition balance, while Mpower will have
       $0 as its remaining prepetition balance owing to the
       Debtors;

   (3) Mpower will file a proof of claim, which will be deemed as
       an Allowed Class 6 General Unsecured Claim for $1,385,170,
       in full and complete satisfaction of all prepetition
       claims against the Debtors; and

   (4) The parties will continue to provide services to each
       other under the Contracts, and will continue to pay for
       services rendered under the Contracts. (Worldcom Bankruptcy
       News, Issue No. 48; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


* A.M. Best Publishes First Long-Term Impairment Rate Study
-----------------------------------------------------------
A.M. Best Co. has published its first long-term impairment rate
study, "Best's Impairment Rate and Rating Transition Study - 1977
to 2002."

Financial impairment encompasses a wider array of events than the
traditional concept of issuer default. A financially impaired
company may still be able to meet its policyholder obligations
even though an insurance regulator has become sufficiently
concerned about its future viability to intervene in some fashion.

"Best's Impairment Rate and Transition Study - 1977 to 2002"
calculates one-year to 15-year cumulative average impairment rates
by applying the static pool methodology commonly employed by the
credit-rating industry in issuer default studies. This study
establishes the impairment rates associated with each Best's
Rating level.

The study covers the 25 one-year periods from December 31, 1977 to
December 31, 2002. Of the 4,936 U.S. life/health and
property/casualty operating insurance companies that carried a
Best's Financial Strength Rating over this period, 583 companies
became financially impaired.

"Best's Impairment Rate and Rating Transition Study - 1977 to
2002" demonstrates that impairment rates are inversely related to
ratings--the lower the rating, the higher the impairment rate; the
higher the rating, the lower the impairment rate. The average
annual impairment rate for Secure companies (those companies with
Financial Strength Ratings of "B+" and above), Vulnerable
companies (those companies with Financial Strength Ratings of "B"
and below) and all rated companies were 0.23%, 3.44%, and 0.71%,
respectively. The 15-year cumulative average impairment rates for
Secure, Vulnerable and all rated companies were 8.01%, 34.63%, and
12.08%, respectively.

Among the significant tables in the study are the following:
Best's Cumulative Average Impairment Rates (for 15 years), Best's
Implied Rates of Holding Company Senior Unsecured Debt (for 15
years) and Best's One-Year Rating Transition Matrix.

A.M. Best applies the impairment rates in this study in rating
insurance-related structured transactions. These include the
securitization of trust preferred securities and surplus notes,
life settlements, reinsurance recoverables, among others.

To download a copy of the report, "Best's Impairment Rate and
Rating Transition Study - 1977 to 2002," visit

          http://www.ambest.com/ratings/impairment.pdf.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source. For more
information, visit A.M. Best's Web site at http://www.ambest.com/


* Justice Ernst H. Rosenberger Joins Stroock as Of Counsel
----------------------------------------------------------
Stroock & Stroock & Lavan LLP announced that the Hon. Ernst H.
Rosenberger, an Associate Justice of the New York Supreme Court
Appellate Division, First Department, has joined the firm's
Litigation Group as Of Counsel.  His practice will focus on
arbitration, alternative and international dispute resolution and
mediation.

Before his retirement in January 2004, Justice Rosenberger had
served in the Appellate Division since his appointment by Governor
Mario Cuomo in 1985 and subsequent reappointment by Governor
George E. Pataki. He sat on over 15,000 criminal and civil appeals
from the highest trial courts of New York. Prior to the Appellate
Division, Justice Rosenberger served as Justice of the New York
Supreme Court (1977-1985). During this period, he was the
Presiding Justice of the Court's Extraordinary Special and Trial
Term for investigation of corruption in the criminal justice
system. Justice Rosenberger also served as an Acting Justice of
the New York Supreme Court (1973-1976) and a Judge in the Criminal
Court of the City of New York (1972 -1976).

In addition to his service on the bench, Justice Rosenberger's
distinguished career in the law is also marked by an avowed
concern for the rights of the disenfranchised. He volunteered his
services in the defense of the "Freedom Riders" arrested in 1961
in Jackson, Mississippi, and he worked on public accommodation and
voting rights cases throughout the South in the 1960s. His
international experience includes being one of two U.S. judges to
examine West Germany's legal system during an official visit to
the country in the 1970s. Justice Rosenberger, who has also served
on the New York Law School faculty since 1976, has been named by
New York Magazine and the Village Voice as being one of New York's
best judges.

"Justice Rosenberger is a tremendous addition to our practice,"
said Charles G. Moerdler, who chairs Stroock's Litigation Group,
"Our clients will benefit from his invaluable experience from over
30 years on the bench."

Stroock & Stroock & Lavan LLP is a law firm providing
transactional and litigation guidance to leading investment banks,
venture capital firms, multinational corporations and
entrepreneurial businesses in the U.S. and abroad. Stroock's
practice areas concentrate in corporate finance, legal service to
financial institutions, energy, financial restructuring,
intellectual property and real estate.


* Kamakura Sees Little Change in U.S. Corporate Credit Quality
--------------------------------------------------------------
Kamakura Corporation reported the number of troubled companies in
the United States remained essentially unchanged in February
compared to January, ending a steady 18-month trend of improving
credit quality. Kamakura rated 11.5% of public companies in the
"high risk" category at the end of February, down only 0.2% from a
month earlier. Kamakura defines a company as "high risk" if its
default probability over the next year is more than one percent.

Kamakura's analysis showed that 5.6% of the North American
universe of public companies had an annual probability of default
between 1% and 5% on February 29, unchanged from January.
Companies with default probabilities between 5% and 10% were 1.7%
of the North American universe, and companies in the 10% to 20%
range were another 1.2% of the universe, also unchanged compared
to January. Kamakura's analysis showed that 3.0% of North American
corporations were in the very high risk category, defined as
companies with default probabilities between 20% and 100%. This is
a decrease of 0.2% over the month-earlier figure.

"This is the first significant pause we have had in improving
corporate credit quality in the last 18 months," said Dr. Donald
R. van Deventer, Kamakura Chairman and Chief Executive Officer.
"Over the next few months, it will become clear whether we have
reached the peak in corporate credit quality with this month's
figures. Clearly, a cautious approach to credit extension looks
prudent if this is indeed a plateau in corporate credit quality."

Kamakura's default probability estimates have proven highly
accurate in forecasting defaults over the 1989-2004 period through
every stage of the credit cycle. The correlation of default
probabilities between companies both within the same industry and
in different industries can be very high due to the common macro-
economic factors which drive credit risk. Kamakura's results are
consistent in this regard with Bank for International Settlements
working paper 126 by Linda Allen and Tony Saunders (available on
www.bis.org). Successfully analyzing and hedging the credit cycle
is important in meeting the requirements of the New Capital
Accords ("Basel II") from the Basel Committee on Banking
Supervision.

For more information on Kamakura's public firm and private firm
default probability models, see the Kamakura Corporation web site
http://www.kamakuraco.com/and Credit Risk Models and the Basel
Accords (John Wiley & Sons, 2003) by Kamakura's van Deventer and
Kenji Imai and available on http://www.amazon.com/

               About Kamakura Corporation

Kamakura Corporation is a leading provider of risk management
information, processing and software. Kamakura has been a provider
of daily default probabilities for listed companies since
November, 2002. Kamakura launched its private firm modeling
product in January 2004. Kamakura is also the first company in the
world to develop and install a fully integrated credit risk,
market risk, asset and liability management, and transfer pricing
system. Kamakura has more than 45 clients ranging in size from $3
billion in assets to $1 trillion in assets. Kamakura's risk
management software is currently used in the United States,
Germany, Canada, the United Kingdom, Australia and many countries
in Asia.

Kamakura's research effort is led by Professor Robert Jarrow, who
was named Financial Engineer of the Year in 1997 by the
International Association of Financial Engineers. Professor.
Jarrow and Dr. van Deventer were both named to the 50 member RISK
Hall of Fame in December 2002. Kamakura management has published
twenty-one books and more than 100 publications on credit risk,
market risk, and asset and liability management.  Kamakura
has world-wide distribution alliances with IPS-Sendero --
http://www.ips-sendero.com/-- and Unisys --
http://www.unisys.com/-- making Kamakura products available in
almost every major city around the globe.


* Mintz Levin Records Two Largest Trial Verdicts in Mass. in 2003
-----------------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC, recorded the
two largest trial verdicts in the Commonwealth of Massachusetts in
2003, as reported in the "Top Jury Verdicts of 2003" edition of
Massachusetts Lawyers Weekly.

After an eight week trial, R. Robert Popeo, Chairman of Mintz
Levin and Elizabeth B. Burnett, Chair of the firm's Litigation
Section, secured a jury verdict of approximately $100,000,000 in
favor of the plaintiffs in a lawsuit filed against the
Commonwealth of Massachusetts to recover attorneys fees due to the
law firms who represented the Commonwealth in its highly
successful lawsuit against the tobacco industry. In the second
case, Michael S. Gardener, who specializes in complex civil and
criminal litigation, secured an $18 million judgment in favor of
more than 100 chain and independent pharmacies that challenged the
legality of the Commonwealth's prescription tax.

"With more than 125 experienced litigators in six offices across
the country, Mintz Levin has the expertise, experience and depth
to represent our clients aggressively, creatively and
successfully. Our recognition by Massachusetts Lawyer Weekly for
these particular successes on behalf of clients reflects the
unique value that we bring to all of our litigation clients on a
daily basis," said Ms. Burnett.

                    About Mintz Levin

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC is a
multidisciplinary law firm with over 450 attorneys and senior
professionals in Boston, Washington D.C., Reston, VA, New York,
New Haven, CT, Los Angeles and London.

Mintz Levin is distinguished by its reputation for responsive
client service and expertise in the areas of bankruptcy; business
and finance; communications; employment; environmental; federal;
health care; immigration; intellectual property; litigation;
public finance; real estate; tax; and trusts and estates. Mintz
Levin's international clientele range from privately held start-
ups to Fortune 100 companies in a wide array of industries
including biotechnology, venture capital, telecommunications,
health care and high technology.

Mintz Levin was one of the first law firms to develop
complementary consulting capabilities to provide complete
solutions to clients' problems, including investment/wealth
management, government and public affairs and transactional
insurance. More information is available at http://www.mintz.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 5, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Bankruptcy Battleground West
   The Century Plaza, Los Angeles, CA
    Contact: 1-703-739-0800 or http://www.abiworld.org

March 18-19, 2004
BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
  The Fifth Annual Conference Healthcare Transactions 2004
   Successful Strategies for Mergers, Acquisitions,
    Divestitures, and Restructurings
     The Millennium Knickerbocker Hotel, Chicago
      Contact: 1-800-726-2524; 903-592-5168;
       dhenderson@renaissanceamerican.com

April 15-18, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Annual Spring Meeting
   J.W. Marriott, Washington, D.C.
    Contact: 1-703-739-0800 or http://www.abiworld.org

April 18-20, 2004
INTERNATIONAL BAR ASSOCIATION
  Insolvency is Changing Globally - How and Why?
   Seville, Spain
    Contact: www.ibanet.org

April 29-May 1, 2004
ALI-ABA
  Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting,
   Securities, and Bankruptcy
    Fairmont Hotel, New Orleans
     Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
AMERICAN BANKRUPTCY INSTITUTE
  New York City Bankruptcy Conference
   Millennium Broadway Conference Center, New York, NY
    Contact: 1-703-739-0800 or http://www.abiworld.org

May 13-14, 2004
BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
  The First Annual Conference on Distressed Investing - Europe:
   Maximizing Profits in the European Distressed Debt Market
    Le Meridien Piccadilly Hotel - London, UK
     Contact: 1-800-726-2524; 903-592-5168;
      dhenderson@renaissanceamerican.com

May 20-22, 2004
ALI-ABA
  Fundamentals of Bankruptcy Law
   Astor Crowne Plaza, New Orleans
    Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 2-5, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Central States Bankruptcy Workshop
   Grand Traverse Resort, Traverse City, MI
    Contact: 1-703-739-0800 or http://www.abiworld.org

June 10-12, 2004
ALI-ABA
  Chapter 11 Business Reorganizations
   Omni Hotel, San Francisco
    Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 17-18, 2004
BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
  The Seventh Annual Conference on Corporate Reorganizations
   Successful Strategies for Restructuring Troubled Companies
    The Millennium Knickerbocker Hotel - Chicago
     Contact: 1-800-726-2524; 903-592-5168;
      dhenderson@renaissanceamerican.com

June 24-26,2004
AMERICAN BANKRUPTCY INSTITUTE
  Hawaii Bankruptcy Workshop
   Hyatt Regency Kauai, Kauai, Hawaii
    Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
AMERICAN BANKRUPTCY INSTITUTE
  The Mount Washington Hotel
   Bretton Woods, NH
    Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Southeast Bankruptcy Workshop
   The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
    Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Southwest Bankruptcy Conference
   The Bellagio, Las Vegas, NV
    Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2004
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
  Seventy Seventh Annual Meeting
   Nashville, TN
    Contact: http://www.ncbj.org/

November 29-30, 2004
BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
  The Eleventh Annual Conference on Distressed Investing
   Maximizing Profits in the Distressed Debt Market
    The Plaza Hotel - New York City
     Contact: 1-800-726-2524; 903-592-5168;
      dhenderson@renaissanceamerican.com

December 2-4, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Winter Leadership Conference
   Marriott's Camelback Inn, Scottsdale, AZ
    Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
AMERICAN BANKRUPTCY INSTITUTE
  Annual Spring Meeting
   J.W. Marriot, Washington, DC
    Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-4, 2005
ALI-ABA
  Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting,
   Securities and Bankruptcy
    Omni Hotel, San Francisco
     Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
AMERICAN BANKRUPTCY INSTITUTE
  Ocean Edge Resort, Brewster, MA
   Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
AMERICAN BANKRUPTCY INSTITUTE
  Southeast Bankruptcy Workshop
   Kiawah Island Resort and Spa, Kiawah Island, SC
    Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
  Seventy Eighth Annual Meeting
   San Antonio, TX
    Contact: http://www.ncbj.org/

December 1-3, 2005
AMERICAN BANKRUPTCY INSTITUTE
  Winter Leadership Conference
   Hyatt Grand Champions Resort, Indian Wells, CA
    Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

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