TCR_Public/040304.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 4, 2004, Vol. 8, No. 45

                           Headlines

360NETWORKS: Inks Stipulation Resolving McLeod's $32.5-Mil. Claim
ADELPHIA COMMS: Claim Classification & Treatment Under the Plan
AESTHETIC TECHNOLOGIES: Emerges from Chapter 11 with New Owners
AIRGAS INC: Planned $150M Sr. Sub. Debt Issue Gets S&P's B+ Rating
AMERICAN HOSPITALITY: Creditors' Meeting Scheduled for Mar. 24

AMERICAN SEAFOODS: Extends Senior Debt Tender Offer to March 22
APEX HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
APPLIED EXTRUSION: S&P Ratchets Ratings Down to Junk Levels
BUDGET GROUP: Obtains Okay to Use Support Letters in Solicitation
CABLEVISION: Reports Increased Revenues for 4th Quarter & FY 2003

CALL-NET: Repurchases 10.625% Sr. Secured Notes for Cancellation
CARMACK MOVING: Case Summary & 20 Largest Unsecured Creditors
CELLU TISSUE: S&P Rates Corp. Credit & $160M Sr. Sec. Debt at B
COMPASS AEROSPACE: Completes Out-of-Court Restructuring
COVANTA ENERGY: Court Extends Plan-Filing Exclusivity to June 21

CREDIT SUISSE: Fitch Further Junks Rating on $14.7M Class I Notes
DLJ MORTGAGE: Fitch Ups Class B-4 Notes Rating a Notch to BB-
DOLLHOUSE PROPERTY: Case Summary & 17 Largest Unsecured Creditors
DOMAN INDUSTRIES: Canadian Court Extends CCAA Stay Until April 5
DVI INC: Del. Bankr. Ct. Lacks Jurisdiction Over Lease Lawsuit

ENRON CORP: Asks Court to Clear Underwriters Settlement Agreement
FACTORY 2-U: Looks to Retain Crossroads as Financial Advisors
FAIRCHILD: Insufficient Info Prompts S&P to Withdraw B Rating
FLEMING: Court Adjourns Disclosure Statement Hearing to Mar. 25
FOAMEX: Shareholders' Deficit Rises to $203 Mil. at Dec. 31, 2003

FOOTSTAR: Files Voluntary Chapter 11 Petition in S.D. New York
FOOTSTAR INC: Case Summary & 20 Largest Unsecured Creditors
FRANCIS GROUP: Case Summary & 3 Largest Unsecured Creditors
FREEDOM COMMS: S&P Rates Proposed $1.1B Senior Secured Debt at BB
GARDEN RIDGE: Seeks to Continue Employing Ordinary Course Profs.

GATEWAY: Expects eMachines Merger Agreement to Close Next Week
GEMSTAR TV GUIDE: FY 2003 Net Loss Narrows to $577.4 Million
GEORGIA-PACIFIC: Plans to Redeem 9.625% Debentures Due in 2022
GLOBAL CROSSING: Court Expunges 7 Amended & Superseded Claims
HAYES LEMMERZ: Amalgamated Gadget Discloses 8.6% Equity Stake

HOLMES GROUP: December 2003 Equity Deficit Tops $18.6 Million
HOMAN INC: Section 341(a) Meeting Slated for March 23, 2004
INTERACTIVE HEALTH: S&P Assigns Low-B Credit & Sr. Debt Ratings
JACKSON PRODUCTS: Wants to Continue Vinson & Elkins' Employment
J.C. PENNEY: Fitch Anticipates Stable Outlook after Eckerd Sale

JUSTIN TANKS LLC: Case Summary & 20 Largest Unsecured Creditors
KAMA FOODS: Bunge Unit to Buy Bankrupt Polish Edible Oil Producer
LOS AMIGOS PROPERTIES: Voluntary Chapter 11 Case Summary
LOUISIANA WORKERS: S&P Raises Low-B Counterparty Ratings to BBBpi
LTV CORP: KDW Liquidating Replaces Goodman as Copperweld Trustee

MEMPHIS BAR-B-Q: Case Summary & 20 Largest Unsecured Creditors
METRIS COMPANIES: Hosting 3rd Quarter 2003 Conference Call Today
MIRANT CORP: US Trustee Amends Creditors' Committee Membership
MISSISSIPPI CHEMICAL: Sells Potash Assets for $27.4 Million
MOVING BYTES: Ceases Electronic Media Ops. Due to Lack of Capital

NATIONAL CENTURY: Asks Court to Disallow Rebecca Parrett's Claim
NETSOL TECH: December Losses Spur Going Concern Uncertainty
NEW FLYER: KPS Special Finalizes $200MM+ Sale to Harvest Partners
NORTHWEST AIRLINES: Wellington Mgt. Reports 9.9% Equity Stake
NRG ENERGY: Con Edison Wants Court to Compel Admin Expense Payment

OREGON ARENA CORP: Case Summary & 20 Largest Unsecured Creditors
OWENS: Wants Bankruptcy Court to Say NSP Payments Were Okay
PACIFIC LIFE: S&P Hatchets 1998-1 Class A-3 Notes Rating to CCC-
PARMALAT GROUP: Industry Ministry Appoints Supervisory Committee
PARMALAT: Chilean Investment Firm Urges Speedy Acquisition

PARMALAT FINANZIARIA: Employs Kroll to Hunt for Hidden Assets
PATRON SYSTEMS: Grant Thornton Cuts Off Professional Ties
PAYLESS SHOESOURCE: Weak Operating Results Spur S&P's Neg. Watch
PG&E NAT'L: Inks Settlement for GenHoldings Projects Transfer
PILLOWTEX: Wants Court to Compel May Co.'s Payment of Obligations

PILLOWTEX CORP: Gibbs Intl Sets Tentative Schedule for Asset Sales
PLAINS ALL AMERICAN: Closes Buy-Out of Capline & Capwood Interests
PORT AUTHORITY: Fitch Affirms BB+ Rating on $934MM Project Bonds
PSS WORLD: S&P Rates Proposed Senior Convertible Notes at B
RELIANCE GROUP: Lamanna Parties Woo Court to Okay $5M Settlement

ROCKMORE DISCOVERY COACHES: Involuntary Case Summary
SIERRA HEALTH: Dr. Anthony Marlon Reports 10% Equity Stake
SOLUTIA: Retiree Panel Taps Spencer & Haskell Firms as Counsel
SUMPROPERTIES I: Case Summary & 6 Largest Unsecured Creditors
SUN HEALTHCARE: Finalizes Lease Restructuring Pacts with Omega

TENET HEALTHCARE: Fitch Further Drops Low-B Level Debt Ratings
TEXAS PETROCHEM: Sandell & Ramius Affiliates to Fund Reorg. Plan
TRANSWESTERN PUBLISHING: Will Redeem Remaining $29M Notes in April
USG CORP: Wants Until September 1, 2004 to File Chapter 11 Plan
TELCOBLUE: Promotional Containers' CEO Acquires 84% Equity Stake

TELCO BLUE: Daymon Bodard Resigns as President and Director
TFM S.A.: S&P Places B Long-Term Credit Rating on Watch Negative
TEXOMA HOTEL CORP: Case Summary & 20 Largest Unsecured Creditors
UNIFI: Restructuring Measures Include Facility Closures & Layoffs
US UNWIRED: Stockholders' Deficit Balloons to $230M at Dec. 2003

WARNACO GROUP: Chesapeake Partners Discloses 4.56% Equity Stake
WILLIAM IMPORTING: Case Summary & 20 Largest Unsecured Creditors

* U.S. Supreme Court Hears Student Loan Discharge Arguments
* Regional Aviation Opposes Airports' Certification Rule Change
* Gerald Callaghan Joins Neal, Gerber & Eisenberg LLP as Partner
* KPS Closes Special Situations Fund II & Raises $404 Million

                           *********

360NETWORKS: Inks Stipulation Resolving McLeod's $32.5-Mil. Claim
-----------------------------------------------------------------
The 360networks inc. Debtors and its Official Committee of
Unsecured Creditors stipulate and agree, among other things, that:

  (1) Claim No. 128900, an unsecured, non-priority proof of claim
      asserted by McLeodUSA for $32,448,192 will be assigned,
      transferred and set over to 360networks, and will be deemed
      reduced and allowed as an Allowed General Unsecured Claim
      for $23,500,000; and

  (2) Fees and expenses of the Creditors' Committee of up to
      $12,000 in the aggregate, incurred in connection with the
      McLeod Stipulation and Order, will be treated as fees and
      expenses compensable by the Debtors and the Debtors will
      reimburse the Committee for the McLeod Fees promptly upon
      submission to the Debtors of an invoice or invoices
      therefore, notwithstanding any provision of the Plan or the
      order confirming the Plan to the contrary or any set-off to
      which the Debtors believe they must be entitled as against
      the Preference Account, and payment of the McLeod Fees by
      the Debtors will not be a credit against the Debtors'
      $1,000,000 funding obligation under Article 4.3(d) of the
      Plan.

To further resolve the Committee's concerns over the McLeod
Stipulation, the Debtors have agreed that, in the future, they
will not negotiate, agree to or seek to implement any claims
settlement that contemplates the assignment of a claim to any of
the Debtors.

Headquartered in Vancouver, British Columbia, 360networks, Inc.
-- http://www.360.net/-- is a leading independent provider of
fiber optic communications network products and services
worldwide. The Company filed for chapter 11 protection on June 28,
2001 (Bankr. S.D.N.Y. Case No. 01-13721), obtained confirmation of
a plan on October 1, 2002, and emerged from chapter 11 on November
12, 2002.  Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at
Willkie Farr & Gallagher, represent the Company before the
Bankruptcy Court.  When the Debtors filed for protection from its
creditors, they listed $6,326,000,000 in assets and $3,597,000,000
in liabilities. (360 Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Claim Classification & Treatment Under the Plan
---------------------------------------------------------------
Consistent with the requirements of the Bankruptcy Code, Adelphia
Communications' Plan generally provides for holders of Allowed
Administrative Claims to receive, on the Effective Date, cash in
an amount equal to those Claims, except for Administrative Expense
Claims relating to ordinary course of business transactions, which
will be paid by the Debtors or Reorganized ACOM in accordance with
its past practice and the terms of the agreements governing,
instruments evidencing, or other documents relating to the
transactions.

Allowed Priority Tax Claims will be paid either in full on the
Effective Date or with interest at a fixed annual rate equal to
the rate applicable to underpayments of federal income tax on the
Effective Date over a period not exceeding six years from the
date of assessment of the tax with payments beginning on the
first anniversary date of the Effective Date.

The classification and treatment of claims under the ACOM
Debtors' Plan of Reorganization are summarized as:

Class  Description   Recovery   Claim Treatment
-----  -----------   --------   ---------------
n/a   Administrative  100%     Payment in full in Cash or in
       Claims                   accordance with the terms and
                                conditions of transactions or
                                agreements relating to
                                obligations incurred in the
                                ordinary course of business
                                during the pendency of the
                                Chapter 11 Cases or assumed by
                                the ACOM Debtors.

n/a   Fee Claims      100%     Payment in full in Cash.

n/a   Priority Tax    100%     Payment in full in Cash or in
       Claims                   equal annual Cash payments over a
                                six-year period from the date of
                                assessment together with interest
                                at a rate as agreed to by the
                                ACOM Debtors and the holder of
                                the Claim or determined by the
                                Bankruptcy Court to provide the
                                holder with deferred Cash
                                payments having a value, as of
                                the Effective Date, equal to the
                                Allowed amount of the Allowed
                                Priority Tax Claim, or upon other
                                terms as otherwise established by
                                the Bankruptcy Court.

n/a   DIP Lender      100%     Payment in full in Cash.
       Claims

  1    Other Priority  100%     Payment in full in Cash.
       Claims

       Impaired
       Entitled
       to vote

  2    Secured Tax     100%     Payment in full in Cash or in
       Claims                   equal annual Cash payments over a
                                period not exceeding six years
       Impaired                 after the date of assessment with
       Entitled                 interest payable at a rate as
       to vote                  agreed to by the ACOM Debtors and
                                the holder of the Claim or
                                determined by the Bankruptcy
                                Court to provide the holder with
                                deferred Cash payments having a
                                value, as of the Effective Date,
                                equal to the Allowed amount of
                                the Allowed Secured Tax Claim.

  3    Other Secured   100%     At the sole option of the
       Claims                   Reorganized ACOM Debtors, either
                                Reinstated and rendered
       Unimpaired               unimpaired in accordance with
       Not Entitled             Section 1124(2) of the Bankruptcy
       to Vote                  Code, fully and completely
                                satisfied by delivery of the
                                Collateral securing the Allowed
                                Other Secured Claim, together
                                with any interest required to be
                                paid pursuant to Section 506(b)
                                of the Bankruptcy Code, or fully
                                and completely satisfied by other
                                treatment in respect of the Claim
                                as will cause the Claim not to be
                                impaired.

  FRONTIER VISION DEBTOR GROUP:

  4(a) Bank Clams      100%     Payment in full in Cash.

       Unimpaired               The FrontierVision Bank Claims
       Not Entitled             will be fixed at the principal
       to Vote                  amount of $617,312,500 plus the
                                amount, as of the Effective Date,
                                of all fees, costs and other
                                expenses provided for in the
                                FrontierVision Credit Agreement.

  4(b) Notes Claims    100%     Payment in full including
                                interest through the distribution
       Impaired                 of New Common Stock
       Entitled
       to Vote                  The FrontierVision Notes Claims
                                will be deemed Allowed Claims
                                solely for the purposes of the
                                Plan in the aggregate amount of
                                (1) $543,776,927, of which
                                $528,658,000 represents principal
                                and $15,118,927 of which
                                represents interest accrued
                                through the Commencement Date,
                                plus (2) interest accruing at
                                the non-default rate from the
                                Commencement Date through the
                                Effective Date in the manner and
                                at the rate specified in the
                                FrontierVision Notes Indenture.

  4(c) Unsecured       100%     Payment in full including
       Claims                   interest through the distribution
                                of New Common Stock
       Impaired
       Entitled
       to Vote

PARNASSOS DEBTOR GROUP:

  5(a) Bank Claims     100%     Payment in full in Cash.

       Unimpaired               The Parnassos Bank Claims will
       Not Entitled             be fixed solely for the purposes
       to Vote                  of the Plan in the principal
                                amount of $623,000,000 plus the
                                amount, as of the Effective
                                Date, of all fees, costs and
                                other expenses provided for in
                                the Parnassos Credit Agreement,
                                to the extent the amounts are
                                Allowed.

  5(b) Unsecured       100%     Payment in full including
       Claims                   interest through the distribution
                                of New Common Stock.
       Impaired
       Entitled
       to Vote

  5(c) Equity          n/a      Existing joint venture merged
       Interests                into the New Joint Venture
                                Preferred Securities Issuer and
       Impaired                 Parnassos JV Equity Interests
       Entitled                 exchanged for New Joint Venture
       to Vote                  Preferred Securities equivalent
                                in value to the existing Equity
                                Interests.

CENTURY-TCI DEBTOR GROUP:

  6(a) Bank Claims     100%     Payment in full in Cash.

       Unimpaired               The Century-TCI Bank Claims will
       Not Entitled             be fixed solely for the purposes
       to Vote                  of the Plan in the principal
                                amount of $1,000,000,000 plus
                                the amount, as of the Effective
                                Date, of all fees, costs and
                                other expenses provided for in
                                the Century-TCI Credit Agreement,
                                to the extent the amounts are
                                Allowed.

  6(b) Unsecured       100%     Payment in full including
       Claims                   interest through the
                                distributions of New Common
       Impaired                 Stock.
       Entitled
       to Vote

  6(c) Equity          n/a      Existing joint venture merged
       Interests                into the New Joint Venture
                                Preferred Securities Issuer and
       Impaired                 Century-TCI JV Equity Interests
       Entitled                 exchanged for New Joint Venture
       to Vote                  Preferred Securities equivalent
                                in value to the existing Equity
                                Interests.

CENTURY DEBTOR GROUP:

  7(a) Bank Claims     100%     Payment in full in Cash.

       Unimpaired               The Century Bank Claims will be
       Not Entitled             fixed solely for the purposes of
       to Vote                  the Plan in the principal amount
                                of $2,480,000,000 plus the
                                amount, as of the Effective Date,
                                of all fees, costs and other
                                expenses provided for in the
                                Century Credit Agreement, to the
                                extent the amounts are Allowed.

  7(b) FPL Notes       100%     As and to the extent allowed,
       Claim                    payment in full including
                                interest through the distribution
       Impaired                 of New Common Stock.
       Entitled
       to Vote                  The FPL Notes Claims will be
                                fixed solely for the purposes of
                                the Plan in the aggregate amount
                                of (1) $127,435,663 of which
                                $108,000,000 represents initial
                                principal and $19,435,663 of
                                which represents additional
                                amounts accrued through the
                                Commencement Date plus (2)
                                interest accruing at the non-
                                default rate from the
                                Commencement Date through the
                                Effective Date in the manner
                                specified in the FPL Note.

  7(c) Unsecured       100%     Payment in full including
       Claims                   interest through the distribution
                                of New Common Stock.
       Impaired
       Entitled
       to Vote

  7(d) Century/Tele-   n/a      Existing joint venture merged
       Media JV                 into the New Joint Venture
       Equity                   Preferred Securities Issuer and
       Interests                Century/Tele-Media JV Equity
                                Interests exchanged for New Joint
       Impaired                 Venture Preferred Securities
       Entitled                 equivalent in value to the
       to Vote                  Century/Tele-Media JV Equity
                                Interests.

ARAHOVA DEBTOR GROUP:

  8(a) Notes Claims    100%     Payment in full including
                                interests through the
       Impaired                 distribution of New Common Stock.
       Entitled
       to Vote                  The Arahova Notes Claims will be
                                deemed Allowed Claims solely for
                                the purposes of the Plan in the
                                aggregate amount of (1)
                                $1,735,497,754, of which
                                $1,699,168,087 represents
                                principal and $36,329,666 of
                                which represents interest accrued
                                through the Commencement Date
                                plus (2) interest accruing at the
                                non-default rate from the
                                Commencement Date through the
                                Effective Date in the manner
                                specified in the Arahova Notes
                                Indenture.

  8(b) Unsecured       100%     Payment in full including
       Claims                   interests through the
                                distribution of New Common Stock.
       Impaired
       Entitled
       to Vote

SILO 7A DEBTOR GROUP:

  9    Unsecured       100%     Payment in full including
       Claims                   interests through the
                                distribution of New Common Stock.
       Impaired
       Entitled
       to Vote

UCA SUBSIDIARY DEBTOR GROUP:

10    Unsecured        100%    Payment in full including
       Claims                   interests through the
                                distribution of New Common Stock.
       Impaired
       Entitled
       to Vote

OLYMPUS DEBTOR GROUP:

11(a) Bank Claims     100%     Payment in full in Cash.

       Unimpaired
       Not Entitled
       to Vote

11(b) Unsecured       100%     Payment in full including
       Claims                   interest through the
                                distributions of New Common
       Impaired                 Stock.
       Entitled
       to Vote

UCA DEBTOR GROUP:

12(a) Bank Clams      100%     Payment in full in Cash.

       Unimpaired               The UCA Bank Claims will be fixed
       Not Entitled             solely for the purposes of the
       to Vote                  Plan in the principal amount of
                                $831,315,000 plus the amount, as
                                of the Effective Date, of all
                                fees, costs and other expenses
                                provided for in the UCA Credit
                                Agreement, to the extent the
                                amounts are Allowed.

12(b) Notes Claims    100%     Payment in full including
                                interest through the distribution
       Impaired                 of New Common Stock
       Entitled
       to Vote                  The UCA Notes Claims will be
                                deemed Allowed Claims solely for
                                the purposes of the Plan in the
                                aggregate amount of (1)
                                $212,986,111, of which
                                $200,000,000 represents principal
                                and $12,986,111 of which
                                represents interest accrued
                                through the Commencement Date
                                plus (2) interest accruing at the
                                non-default rate from the
                                Commencement Date through the
                                Effective Date in the manner
                                specified in the UCA Notes
                                Indenture.

12(c) Unsecured       100%     Payment in full including
       Claims                   interest through the distribution
                                of New Common Stock
       Impaired
       Entitled
       to Vote

12(d) UCA/Tele-       n/a      Existing joint venture merged
       Media JV                 into the New Joint Venture
       Equity                   Preferred Securities Issuer and
       Interests                UCA/Tele-Media JV Equity
                                Interests exchanged for New Joint
       Impaired                 Venture Preferred Securities
       Entitled                 equivalent in value to the
       to Vote                  UCA/Tele-Media JV Equity
                                Interests.

ACOM/GUARANTOR DEBTOR GROUP:

13(a) Unsecured       up to    Up to payment in full including
       Claims          100%     interest through the distribution
                                of New Common Stock, plus
       Impaired                 Continent Value Vehicle Series A-
       Entitled                 2 Interests.
       to Vote

13(b) Senior Notes    up to    Through the enforcement of
       Claims          100%     subordination up to payment in
                                full including interest through
       Impaired                 the distribution of New Common
       Entitled                 Contingent Value Vehicle A-A
       to Vote                  Interests.

                                The ACC Senior Notes Claims will
                                be deemed Allowed Claims solely
                                for the purposes of the Plan in
                                the aggregate amount of (1)
                                $5,109,693,748, of which
                                $4,936,847,118 represents
                                principal and $172,846,630 of
                                which represents interest accrued
                                through the Commencement Date
                                plus (2) interest accruing at the
                                non-default rate from the
                                Commencement Date through the
                                Effective Date in the manner
                                specified in the Senior Notes
                                Indenture.

13(c) Subordinated    TBD      Payment through the distribution
       Notes Claims             of pro rata share of Contingent
                                Value Vehicle Series B Interests.
       Impaired
       Entitled                 The ACC Subordinated Notes Claims
       to Vote                  will be deemed Allowed Claims
                                solely for the purposes of the
                                Plan in the aggregate amount of
                                (1) $1,458,990,625, of which
                                $1,437,500,000 represents
                                principal and $21,490,625 of
                                which represents interest
                                accrued through the Commencement
                                Date plus (2) to the extent
                                allowable, interest accruing at
                                the non-default rate from the
                                Commencement Date through the
                                Effective Date in the manner
                                specified in the ACC Subordinated
                                Notes Indenture.

13(d) Notes Existing  TBD      Payment through the distribution
       Securities Law           of pro rata share of Contingent
       Claims                   Value Vehicle Series C Interests.

       Impaired
       Entitled
       to Vote

13(e) ACOM Series B   TBD      Payment through the distribution
       Preferred                of pro rata share of Contingent
       Stock                    Value Vehicle Series D Interests.
       Interests

       Impaired
       Entitled
       to Vote

13(f) ACOM Series B   TBD      Payment through the distribution
       Preferred                of pro rata share of Contingent
       Stock                    Value Vehicle Series E Interests.
       Existing
       Securities
       Law Claims

       Impaired
       Entitled
       to Vote

13(g) ACOM Series D   TBD      Payment through the distribution
       Preferred                of pro rata share of Contingent
       Stock                    Value Vehicle Series F Interests.
       Interests

       Impaired
       Entitled
       to Vote

13(h) ACOM Series D   TBD      Payment through the distribution
       Preferred                of pro rata share of Contingent
       Stock                    Value Vehicle Series G Interests.
       Existing
       Securities
       Law Claims

       Impaired
       Entitled
       to Vote

13(i) ACOM Series     TBD      Payment through the distribution
       E and F                  of pro rata share of Contingent
       Preferred                Value Vehicle Series H Interests.
       Stock
       Interests

       Impaired
       Entitled
       to Vote

13(j) ACOM Series     TBD      Payment through the distribution
       E and F                  of pro rata share of Contingent
       Preferred                Value Vehicle Series I Interests.
       Stock
       Existing
       Securities
       Law Claims

       Impaired
       Entitled
       to Vote

13(k) ACOM Common     TBD      Payment through the distribution
       Stock                    of pro rata share of Contingent
       Interests and            Value Vehicle Series J Interests.
       ACOM Common
       Stock
       Existing
       Securities
       Law Claims

       Impaired
       Entitled
       to Vote

CONVENIENCE CLASSES:

14(a) Subsidiary      TBD     Payment in Cash.
       Convenience
       Claims

       Impaired
       Entitled
       to vote

14(b) ACOM            TBD      Payment in Cash.
       Convenience
       Claims

       Impaired
       Entitled
       to vote

INTERCOMPANY CLAIMS:

15    Intercompany    n/a      At the option of the Debtors or
       Claims                   the Reorganized Debtors, either
                                Reinstated, in full or in part
       Compromised              and/or discharged and satisfied
       Not Entitled             in full or in part.
       to Vote

RIGAS CLAIMS OR EQUITY INTERESTS:

16    Rigas Claims    0%       Disallowed.  No distribution
       or Equity
       Interests

       Disallowed
       Not Entitled
       to Vote

17    ACOM Other      0%       No distribution
       Equity
       Interests

       Impaired
       Not Entitled
       to Vote

(Adelphia Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AESTHETIC TECHNOLOGIES: Emerges from Chapter 11 with New Owners
---------------------------------------------------------------
ATI Acquisition Company, LLC of Golden, Colorado, has acquired the
assets of Aesthetic Technologies, Inc. The purchase is part of a
Chapter 11 Plan of Reorganization that was submitted by the
Unsecured Creditors Committee of Aesthetic Technologies, and
approved on Feb. 17 by the United States Bankruptcy Court for the
District of Colorado in Denver.

Purchased were all of the assets of Aesthetic Technologies, Inc.,
including the company's Parisian Peel Brand of medical
microdermabrasion, ultrasound systems and exclusive skin care
products. The Broomfield, Colorado-based company had been
operating under Chapter 11 bankruptcy protection since December
2001.

Alison Shaya, new president of Aesthetic Technologies, says that
the company's employees will be retained and new initiatives
developed to take advantage of emerging growth opportunities in
aesthetic medicine.

"We're renewing the commitment to Parisian Peel customers to
continue to provide them with high-quality, reliable technology
and attentive customer service," Shaya says. "We'll also be
developing new products and alliances that will put us at the
forefront of aesthetic technology as new markets and clinical
applications emerge both in the U.S.A. and internationally."

Shaya is also committed to preserving what customers have come to
expect of the Parisian Peel Brand. "In microdermabrasion, Parisian
Peel is the best-known Brand in the world. Our customers associate
it with quality and reliability, independent research and peer
reviews, exclusive GE service and comprehensive patient marketing
support. Parisian Peel will continue to represent all of this,
only more so, as we pursue future directions in aesthetic
medicine."

Parisian Peel products are distributed to physicians, chiefly in
plastic/aesthetic practices, dermatology and medically directed
spas. Parisian Peel Medical Microdermabrasion Systems include the
Prestige, Esprit and Entree. The company's Elite Ultrasound System
provides facial ultrasound therapy. Also available are specially
formulated Parisian Peel Skin Care Products, including Satin-C
Antioxidant Serum.

ATI Acquisition Company, LLC is a joint venture between Meritage
Consulting Group -- http://www.meritageconsulting.com/-- of which
Ms. Shaya is also a partner, and R2 Investments, LLC. Meritage is
an investment and management advisory company that has specialized
in biotechnology mergers and acquisitions, as well as turnarounds
of troubled companies, for over 20 years. R2 Investments is a
turnaround consulting and investment advisory firm.


AIRGAS INC: Planned $150M Sr. Sub. Debt Issue Gets S&P's B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Airgas Inc.'s planned offering of $150 million senior subordinated
notes due 2014.

At the same time, Standard & Poor's affirmed its existing ratings,
including the 'BB' corporate credit rating, on this Radnor,
Pennsylvania-based distributor of industrial gases. The outlook is
positive.

"Proceeds will be used to refinance $75 million of medium-term
notes maturing this month and reduce borrowings under the
revolving credit facility by $75 million," said Standard & Poor's
credit analyst Wesley E. Chinn.

The ratings on Airgas reflect the proposed acquisition of the
majority of BOC Group PLC's U.S. cylinder gas business for up to
$200 million in cash, a transaction that would bolster Airgas'
already solid business profile. The ratings also incorporate the
moderate cyclicality of the manufacturing and industrial markets
the company serves, fragmented industry competition, and
management's aggressive financial policies that favor the use of
debt to fund growth objectives. These negatives are tempered by
its position as the leading North American distributor of
industrial gases and related equipment, good operating margins,
and stable cash flows.

Within this industry, Airgas has the broadest geographic coverage,
via its distribution network in the U.S. encompassing roughly 800
locations. The BOC transaction would provide cylinder gas
operations in areas where Airgas has little or no presence, and
enhance specialty gas capabilities.

The positive outlook has been maintained to recognize the
company's resilient internal funds generation and potential to
reduce acquisition-related borrowings and thus help in the
recovery of cash flow protection and leverage measures. Moreover,
Airgas has demonstrated an ability to integrate acquisitions and
derive cost synergies in a timely manner. Nevertheless, it will
continue to make periodic acquisitions to strengthen the company's
position in existing markets, provide new locations, and create
cross-selling opportunities (of welding supplies and safety
equipment) to the customers that are being acquired.

Management's exercise of greater discipline in the use of debt
leverage to finance growth initiatives is key for an upgrade.


AMERICAN HOSPITALITY: Creditors' Meeting Scheduled for Mar. 24
--------------------------------------------------------------
The United States Trustee will convene a meeting of American
Hospitality Concepts, Inc.'s creditors at 1:00 p.m., on March 24,
2004, in Room 1190, U.S. Trustee Office at 10 Causeway Street,
Boston, Massachusetts 02222.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Headquartered in Braintree, Massachusetts, American Hospitality
Concepts, Inc. -- http://www.groundround.com/-- runs the Ground
Round Grill & Bar chain, a pioneer in the casual-dining segment
that offers a variety of American standards and ethnic
specialties.  The Company filed for chapter 11 protection on
February 19, 2004 (Bankr. D. Mass. Case No. 04-11240).
Harold B. Murphy, Esq., at Hanify & King, P.C., represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed over $1 million
in estimated assets and over $10 million in estimated debts.


AMERICAN SEAFOODS: Extends Senior Debt Tender Offer to March 22
---------------------------------------------------------------
American Seafoods Group LLC and American Seafoods Finance, Inc.
announced that, as part of their previously announced tender offer
and consent solicitation for their outstanding 10-1/8% Senior
Subordinated Notes due 2010, they are extending the tender offer
expiration date. The tender offer, which had been set to expire at
5:00 p.m., New York City time, on March 1, 2004, will be extended
to 5:00 p.m., New York City time, on Monday, March 22, 2004,
unless extended by American Seafoods.

The closing of the initial public offering and the other financing
transactions contemplated by the registration statement on
Form S-1 (Registration No. 333-105499) is a condition precedent to
the consummation of the tender offer. On February 19, 2004
American Seafoods filed Amendment No. 3 to its registration
statement on Form S-1 with the Securities and Exchange Commission.

The consent expiration date was 5:00 p.m., New York City time, on
September 26, 2003. Holders who desired to receive the consent
payment and the tender offer consideration must have both validly
consented to the proposed amendments and validly tendered their
Notes pursuant to the offer on or prior to the consent expiration
date. Holders who validly tender their Notes after the consent
expiration date will receive the tender offer consideration, which
is $1,170.00 per $1,000 principal amount of Notes, but not the
consent payment. As of the close of business on September 26,
2003, which was the consent expiration date and the last day on
which validly tendered Notes could have been withdrawn, American
Seafoods had received the requisite consents to the proposed
amendments to the Indenture governing the Notes. Consequently, the
proposed amendments were incorporated in the Third Supplemental
Indenture, which was executed and delivered on September 26, 2003,
by and among American Seafoods Group LLC, American Seafoods
Finance, Inc., the guarantors listed on Schedule A thereto and
Wells Fargo Bank Minnesota, National Association, as trustee. The
proposed amendments to the Indenture, which will not become
operative unless and until the Notes are accepted for purchase by
American Seafoods, will eliminate substantially all of the
restrictive covenants, certain repurchase rights and certain
events of default and related provisions contained in such
indenture.

As of March 1, 2004, all of the company's existing senior
subordinated notes had been validly and irrevocably tendered.

Consummation of the offer is subject to certain conditions,
including consummation of certain financing transactions
contemplated by the registration statement on Form S-1 filed with
the Securities and Exchange Commission by American Seafoods
Corporation. Subject to applicable law, American Seafoods Group
LLC and American Seafoods Finance, Inc. may, in their sole
discretion, waive or amend any condition to the offer or
solicitation, or extend, terminate or otherwise amend the offer or
solicitation.

Credit Suisse First Boston, or CSFB, is the dealer manager for the
offer and the solicitation agent for the solicitation. MacKenzie
Partners, Inc. is the information agent and Wells Fargo Bank
Minnesota, National Association is the depositary in connection
with the offer and solicitation. The offer and solicitation are
being made pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated September 15, 2003, and the related
Consent and Letter of Transmittal, each as modified by American
Seafoods' press release, dated September 24, 2003, which
collectively set forth the complete terms of the offer and
solicitation. Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
MacKenzie Partners, Inc. at 212-929-5500. Additional information
concerning the terms of the offer and the solicitation may be
obtained by contacting CSFB at 1-800-820-1653. Copies of the
registration statement may be obtained from the Securities and
Exchange Commission's Internet site at http://www.sec.gov/

American Seafoods (S&P, BB- Corporate Credit Rating, Positive),
headquartered in Seattle, Washington, is the largest harvester and
at-sea processor of pollock and the largest processor of catfish
in the United States.


APEX HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Apex Hospitality Corporation
        fka Ronik Corporation
        dba Holiday Inn
        2451 East Randol Mill Road
        Arlington, Texas 76011

Bankruptcy Case No.: 04-42337

Type of Business: The Debtor owns and operates a 182-room hotel
                  commonly known as Holiday Inn, located 0.8 miles
                  from Houston Hobby Airport.

Chapter 11 Petition Date: March 1, 2004

Court: Northern District of Texas (Ft. Worth)

Judge: Barbara J. Houser

Debtor's Counsel: Christopher J. Burr, Esq.
                  Joseph F. Postnikoff, Esq.
                  Goodrich, Postnikoff & Albertson
                  777 Main Street, Suite 1360
                  Fort Worth, TX 76102
                  Tel: 817-335-9400

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
------                        ---------------       ------------
Pasadena I.S.D.               Taxes                     $180,874

Internal Revenue Service      Notice Only                $79,255

Paul Bettencourt              Taxes                      $56,950

City of Houston               Taxes                      $33,653

Clear Channel Outdoor         Trade Debt                 $20,990
Houston Div.

Reliant Energy                Trade Debt                 $18,069

US Food Service               Trade Debt                 $14,098

Guest Distribution            Trade Debt                 $13,079

Time Warner Communications    Trade Debt                 $12,334

Willard M., LLC               Trade Debt                 $12,309

Moore's Waterproofing         Trade Debt                 $11,178

MCI Worldcom                  Trade Debt                  $9,178

Texas Bank                    Loan                        $8,903

TXU Electric                  Trade Debt                  $8,230

Assessment Technologies       Professional Services       $8,189

Wesley's Heating & A/C        Trade Debt                  $6,785

Telerent Leasing Corp.        Trade Debt                  $5,766

H.W. Baker Linen Co., Inc.    Trade Debt                  $5,204

Advantage Interest, Inc.      Trade Debt                  $5,178

American Hotel Register       Trade Debt                  $3,989


APPLIED EXTRUSION: S&P Ratchets Ratings Down to Junk Levels
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New Castle, Delaware-based Applied Extrusion
Technologies Inc. to 'B-' from 'B'.

At the same time, Standard & Poor's lowered its senior unsecured
debt rating to 'CCC' from 'B-'.

The senior unsecured notes are rated two notches below the
corporate credit rating because the substantial amount of priority
debt in relation to total assets and the sizable amount of
unsecured claims meaningfully weaken the noteholders' prospects
for recovery of principal in the event of a default. The outlook
is negative. Applied Extrusion has total debt outstanding of
approximately $340 million.

"The downgrade reflects Applied Extrusion's extended poor
operating and financial performance, weak liquidity position, very
aggressive debt leverage, and negative cash flows," said Standard
& Poor's credit analyst Paul Blake.

The company may be challenged to remain in compliance with minimum
EBITDA levels required in its bank credit agreement, should
operating profitability fail to improve. Additionally, the
company's ability to make a $15 million semi-annual coupon payment
in July 2004 appears uncertain based on current operating trends.

The ratings reflect Applied Extrusion's well below-average
financial profile, sub-par operating performance, and
vulnerability to raw material cost volatility, which more than
outweigh its position as the largest oriented polypropylene (OPP)
films producer in North America. With annual revenues of about
$250 million, the company holds an estimated 25% share of the OPP
market.

The ratings could be lowered soon if operating profitability and
cash generation do not substantially improve beyond current
levels, or if other issues, including a potential breach of
financial covenants or pending debt maturities, result in further
weakness to the company's already-strained liquidity position.


BUDGET GROUP: Obtains Okay to Use Support Letters in Solicitation
-----------------------------------------------------------------
BRAC Rent-a-Car International, an affiliate of Budget Group Inc.,
is both under Chapter 11 of the U.S. Bankruptcy Code and in
Administration under the English Insolvency Act 1986.

The U.K. Administrators, Simon Freakley and Gurpal Singh Johal,
of BRACII's insolvency proceedings, volunteers to send a letter
of support for the Plan to holders of General Unsecured Claims in
Class 4B of the Plan of Reorganization and Non-preferential
creditors under the Company Voluntary Arrangement.

A company voluntary arrangement is a procedure whereby a company
owing money comes to an arrangement with its creditors as to how
the debt will be repaid.  An insolvency practitioner supervises
the company in debt.  The arrangement does not require court
approval, although any proposed arrangement must be reported to a
court.  As part of an Arrangement, a company must set out to its
creditors its cash flow and trading forecasts, and a business
plan showing how and when it is intended that creditors will be
paid back.  The supervisor will assist in this.  The Arrangement
must be supported by at least 75% by value of all creditors
voting in person or by proxy at a creditors' meeting and, once
approved, it binds all creditors given notice of the meeting,
whether or not they voted for it.

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, an Arrangement may be
proposed by:

   (1) The administrator, if there is an administration order;
   (2) The liquidator, if the company is being wound up; or
   (3) The company directors, in other circumstances.

The U.K. Administrators assert that it is important for creditors
to note that the Plan and the Arrangement will not become
effective unless creditors approve each of them.  Therefore,
holders of General Unsecured Claims in Class 4B of the Plan and
Non-preferential creditors under the Arrangement must vote on
both the Plan and the Arrangement.

Holders of General Unsecured Claims in Class 4B of the Plan and
Non-preferential Creditors under the Arrangement must complete:

   (1) the ballot form to vote in respect to the Plan and return
       it so as to be received before 4:00 p.m. prevailing
       Eastern Time on March 26, 2004 to:

       (a) if by mail:

           The Trumbull Group
           Attn: BRAC Group, Inc., Tabulation
           P.O. Box 721
           Windsor, Connecticut 06095-0721

       (b) if by overnight or hand delivery:

           The Trumbull Group
           Attn: BRAC Group, Inc., Tabulation
           4 Griffin Road North
           Windsor, Connecticut 060695

   (2) the proxy form in order to vote at the creditors' meeting
       held to approve the Arrangement and either:

       (a) return it using the envelope provided to:

           Kroll Limited
           Aspect Court, 4 Temple Row
           Birmingham, B5 5HG
           United Kingdom

       (b) fax it for the attention of Mark Malone to +44(0)121
           212 4944 by noon U.K. time on April 19, 2004.

Accordingly, the Debtors seek the Court's authority to use the
U.K. Administrators' Support Letter in their Plan solicitation.
Along with the U.K. Administrators' Letter, the Debtors also want
to send the letter of support of the Official Committee of
Unsecured Creditors and the Revised Arrangement.  Furthermore, to
minimize costs, solicitation for votes on the plan and the notice
to creditors of the meeting to approve the Arrangement are
circulated at the same time.

A free copy of the U.K. Administrators' Letter is available at:

      http://bankrupt.com/misc/UKAdministratorsLetter.pdf

A free copy of the Committee's Letter is available at:

         http://bankrupt.com/misc/CommitteesLetter.pdf

A free copy of BRACII's Company Voluntary Arrangement is
available at:

            http://bankrupt.com/misc/BRACIIsCVA.pdf

                       *     *     *

Judge Case authorizes the Debtors to use the U.K. Administrators'
Letter, the Committee's Letter and the Revised Arrangement in the
solicitation of the Plan.

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)


CABLEVISION: Reports Increased Revenues for 4th Quarter & FY 2003
-----------------------------------------------------------------
Cablevision Systems Corporation (NYSE:CVC) reported financial
results for the fourth quarter and full year ended December 31,
2003. The results include the effect of the restatement of the
company's 2003 and 2002 results to record the effect of
adjustments for amounts improperly recognized in earlier periods
and certain other matters referred to in this release.

Consolidated fourth quarter net revenues increased 12% to $1.2
billion compared to the prior year period based on strong growth
at the Telecommunications Services and Rainbow Media Core Networks
divisions. Consolidated operating loss totaled $46.2 million,
compared to operating income of $70.6 million in the prior year
period. The operating loss was primarily due to costs associated
with the launch of VOOM, the company's direct broadcast satellite
service, higher depreciation and amortization costs, and higher
stock plan expenses. Adjusted operating cash flow for the quarter
declined 19% to $249.9 million compared to the year-earlier period
due to costs related to the launch of VOOM, and lower AOCF at both
Rainbow Media and Madison Square Garden compared to the prior year
period. Adjusted operating cash flow ("AOCF"), a non-GAAP
financial measure, is defined as operating income (loss) before
depreciation and amortization, excluding employee stock plan
charges or credits and restructuring charges or credits.

Full year 2003 consolidated net revenue increased 10% to $4.2
billion, and AOCF rose 5% to $1.1 billion, both compared to full
year 2002. The revenue and AOCF increases were primarily due to
continued strong growth from the Telecommunications Services and
the Rainbow Media Core Networks businesses. Operating income
totaled $31.6 million, an 83% decrease from the prior year period
due to higher depreciation and amortization expense and employee
stock plan expenses of $42.8 million compared to a credit in 2002
of $41.5 million.

Telecommunications Services fourth quarter 2003 net revenues rose
17% to $723 million compared to the prior year period. Operating
income decreased 6% to $64.9 million compared to the prior year
period primarily due to higher depreciation and amortization
expense and higher employee stock plan expense. AOCF increased 10%
over the comparable 2002 quarter to $272.7 million and includes
$6.8 million of legal and indemnification expenses related to the
agreement with the YES Network, and $17.2 million for reinstated
2003 management bonuses accrued entirely in the fourth quarter for
the full year amount (no bonuses were paid for 2002). The increase
in revenue and AOCF primarily reflects continued strong customer
demand for the company's high-speed data service and digital video
service. Excluding legal and indemnification expenses related to
the agreement with the YES Network, and the 2003 management
bonuses, Telecommunications Services AOCF increased 18% for the
quarter to $296.7 million.

Full year 2003 Telecommunications Services net revenues rose 12%
to $2.7 billion compared to 2002. Operating income for the full
year decreased 23% to $239.9 million, while AOCF increased 10% to
$1.0 billion, both compared to the prior year. Operating income
and AOCF both include $22.5 million of legal and indemnification
expenses related to the agreement with the YES Network.

Rainbow Media's Core Networks (AMC, IFC (The Independent Film
Channel), WE: Women's Entertainment and Consolidated Regional
Sports) fourth quarter net revenues increased 26% to $167 million.
Operating income decreased 42% to $24.5 million and AOCF decreased
9% to $46.5 million, each compared to the year-earlier quarter.
The decline in operating income and AOCF was primarily due to a
$17.9 million write-down of certain film and programming contracts
and $4.9 million of legal and audit expenses associated with the
Wilmer Cutler Pickering LLP investigation. Excluding these
expenses, AOCF increased 35% compared to the prior year period.

Full year 2003 Rainbow Media Core Networks net revenues increased
24% to $609.2 million compared to 2002. Operating income for the
full year increased 23% to $168.4 million and AOCF increased 37%
to $225.9 million, both compared to the prior year. Excluding a
$17.9 million film and programming contracts write-off, and $11.0
million of investigation related expenses, AOCF increased 55%
compared to 2002.

Cablevision President and CEO James L. Dolan commented:
"Cablevision had a very strong 2003, highlighted by the completion
of a system-wide upgrade of our state-of-the-art network. This
extraordinary accomplishment has helped spur our aggressive roll
out of our products and services, resulting in excellent
performance for our consumer telecommunications services. The
company also made significant progress in meeting key financial
objectives including: the sale of non-core assets; enhanced
liquidity; and, the simplification of our ownership structure in
the Rainbow programming businesses."

Mr. Dolan continued: "For the fourth quarter, the company's cable,
Lightpath and high-speed businesses reported a 17% increase in net
revenues. This was driven largely by strong demand for
Cablevision's iO: Interactive Optimum, which achieved a 31%
penetration of video subscribers, and Optimum Online, which
realized a 24% penetration of homes passed. The newest addition to
our consumer bundle, Optimum Voice, has already attracted 29,000
customers, and we look forward to its continued growth as well as
that of video and high-speed data in 2004."

"Our Rainbow Media assets had a solid fourth quarter as well.
Strong programming continues to spark interest from advertisers,
which resulted in a 26% increase in net revenues for our core
networks. In addition, Cablevision continues to move forward with
its plan to spin-off Rainbow DBS along with Rainbow Media's three
national networks, which we believe will provide greater clarity
for shareholders by helping to further define the business
strategies of both Cablevision and the new entity," Mr. Dolan
concluded.

               Telecommunications Services

Telecommunications Services is comprised of:

-- Consumer Services: analog and digital video, high-speed data
   (HSD), residential voice and R&D/Technology, and

-- Business Services: Lightpath's commercial telephony, HSD and
   broadband businesses

                    Consumer Services

Fourth quarter net revenues increased 16% to $679 million compared
to the prior year period. Operating income decreased 7% to $67.2
million due to higher depreciation and amortization expense and
higher stock plan charges, and AOCF rose 9% to $252.9 million all
compared to the year-earlier period. Fourth quarter 2003 and 2002
AOCF includes $6.8 million and $3.3 million, respectively, of
legal fees and indemnification expenses related to the company's
agreement with the YES Network. Fourth quarter 2003 AOCF also
includes a $15.4 million expense for 2003 management bonuses
accrued entirely in the fourth quarter for the full year amount.
Excluding these expenses for both periods, Consumer Services AOCF
increased 17% in the fourth quarter.

Highlights include:

-- 4,946,000 Revenue Generating Units, up 234,300 or 5% in the
   quarter, and up 983,800 or 25% for the year

-- iO: Interactive Optimum digital video customers up 150,200 in
   the quarter, and up 689,000 for the year with a penetration
   rate of 30.8%

-- Optimum Online HSD customers up 72,200 in the quarter, and up
   286,900 for the year with a penetration rate of 24.0%

-- Optimum Voice (the company's new residential VoIP service)
   customers up 23,600 in the quarter, or 1,800 per week, to
   28,700

-- Basic video subscribers down 11,400 in the quarter and down
   19,600 for the year with the New York City cable system
   accounting for 90% of basic video subscriber loss in 2003

-- Total consumer revenue per basic video customer up 17% to
   $76.74, compared to $65.56 at year end 2002

-- VOD/SVOD revenue of $5.72 per digital subscriber, up 44% from
   the prior year period's $3.97

-- A 12% increase in advertising revenue

-- AOCF margin of 37.2% compared to 39.7% at December 2002. The
   fourth quarter pro forma AOCF margin, excluding the 2003
   management bonuses and YES related expenses from both periods,
   was 40.5% compared to 40.3% for the fourth quarter of 2002.

               Business Services - Lightpath

Fourth quarter net revenues increased 9% to $45.6 million compared
to the prior year period. Operating loss decreased to $2.3
million, compared to an operating loss of $3.4 million in the
prior year period. AOCF rose 22% to $19.8 million, compared to the
prior year period due to the collection of a $1 million receivable
previously written-off, and to the favorable settlement of billing
and interconnection carrier agreement disputes totaling $3
million.

                         Rainbow

Rainbow Media Holdings LLC, a wholly-owned subsidiary of the
company, includes the following businesses: AMC, IFC, WE, fuse,
Mag Rack and five local News 12 Networks operating on Long Island,
in New Jersey, Westchester, Connecticut and the Bronx, as well as
three local MetroChannels and Rainbow Advertising Sales Corp.
Rainbow, through its 60% ownership interest in Regional
Programming Partners (40% owned by Fox Sports), also owns
interests in Madison Square Garden, Radio City Entertainment, and
five regional Fox Sports Net channels outside the New York market,
and Rainbow owns a 50% interest in the Fox Sports Net national
service.

                         AMC/IFC/WE

Fourth quarter 2003 net revenues increased 23% to $120.9 million,
operating income decreased 52% to $16.4 million, and AOCF
decreased 15% to $34.1 million, each compared to the year-ago
period. The decrease in operating income and AOCF was due to a
$17.9 million write-down of certain film and programming contracts
almost entirely at AMC, and $4.7 million of expenses related to
the Wilmer Cutler Pickering LLP investigation. Excluding these
costs, AMC, IFC and WE's AOCF increased 42% compared to the prior
year period. Fourth quarter combined AMC and WE advertising
revenue increased 48% from the year-earlier period, and comprised
27% and 41% of AMC's and WE's total revenue, respectively.

               Consolidated Regional Sports

Consolidated Regional Sports is comprised of Fox Sports Net
Florida, Fox Sports Net Ohio, Fox Sports Net Chicago and Fox
Sports Net Bay Area (Chicago and Bay Area were consolidated
effective December 12, 2003) and are 60% owned by Rainbow. Fourth
quarter 2003 net revenues grew 38% to $46.1 million and operating
income decreased 2% to $8.2 million each compared to the year-
earlier period. AOCF rose 10% to $12.4 million compared to the
prior year period. Fourth quarter pro forma revenue and AOCF, to
reflect the consolidation of Fox Sports Net Chicago and Fox Sports
Net Bay Area, increased 10% and 4%, respectively.

               Developing Programming/Other

Developing Programming/Other consists of MagRack, fuse, Rainbow
Network Communications, News 12 Networks, MetroChannels, Rainbow
Advertising Sales Corp., IFC Entertainment and other Rainbow
start-up ventures. Fourth quarter net revenues decreased 12% to
$52.1 million, and the operating loss for the quarter totaled
$39.9 million compared to $16.2 million for the year-earlier
period. The AOCF deficit for the quarter totaled $24.6 million
compared to a $13.3 million deficit for the prior year period.
Revenue, operating income and AOCF each declined from the prior
year period primarily due to the successful theatrical release in
the fourth quarter of 2002 of Y Tu Mama Tambien. Higher marketing
expenses at fuse, and startup production expenses and programming
acquisition costs associated with a new video-on-demand
programming service - sportskool, also contributed to the
reduction in operating income and AOCF.

                    Rainbow DBS - VOOM

On October 15, 2003, Cablevision's Rainbow DBS initiated the first
satellite transmission of "VOOM", a new service oriented to HDTV
viewing. For the fourth quarter, the satellite services division
reported an operating loss of $54.9 million compared to an
operating loss of $1.8 million in the year-earlier period. The
AOCF deficit for the quarter was $47.7 million compared to $1.8
million in the year-earlier period. The operating loss and AOCF
deficit were attributable to costs associated with the launch of
the VOOM service including marketing, administration, high
definition channel development and systems integration expenses.
These costs were not offset by any revenues.

While affiliation arrangements for syndicated programming are
being completed, and while various technical problems are being
resolved, the company has limited its marketing program. (As of
the end of February, 1,627 customers were installed and receiving
service. No customers have yet been billed for service.) With the
recent completion of significant programming arrangements, and
improved technical performance, the company is now undertaking a
measured increase in its marketing efforts and is testing a
variety of pricing alternatives.

                  Madison Square Garden

Madison Square Garden's businesses include MSG Network, Fox Sports
Net New York, the New York Knicks, the New York Rangers, the New
York Liberty, the MSG Arena complex, and Radio City Music Hall.
Madison Square Garden's fourth quarter revenue increased 3%, to
$322.6 million, from the prior year period. The increase was
primarily due to an increase in live event revenue generated by
Radio City Entertainment from the Christmas Spectacular and
concerts. This increase was somewhat offset by lower affiliate fee
revenue at MSG Network due in part to the loss of the rights to
broadcast the New Jersey Nets games, and lower MSG Network ad
sales revenue. Operating income for the quarter was $11.4 million
compared to $20.0 million in the fourth quarter of 2002. Fourth
quarter AOCF decreased 24% to $28.1 million from the prior year
period. The decrease was primarily due to severance costs, higher
team compensation costs, including NBA luxury tax, and higher
theatrical development costs, offset in part by the strong
performance of the Christmas shows.

                           Theatres

For the three-month period ended December 31, 2003, net revenue
for Clearview Cinemas totaled $22.7 million, a 4% decline compared
to the $23.6 million in the year-earlier period. The operating
loss was $0.7 million compared to operating income of $12.9
million in the prior year period. Operating income in 2002
included a gain on disposal of fixed assets. AOCF for the fourth
quarter was $1.5 million versus $4.7 million in the fourth quarter
of 2002.

                            Other

The Other AOCF deficit totaled $26.6 million for the quarter
compared to $15.8 million in the prior year period. Other expense
is comprised primarily of management bonuses and costs associated
with the spin off of the Rainbow DBS businesses.

                    Recent Developments

Spin Off - Satellite Service and Three Rainbow Media National
Entertainment Services

On October 23, 2003, Cablevision announced that its board of
directors approved an amended plan to spin off Cablevision's
satellite service (Rainbow DBS) on a tax-free basis to its
shareholders. The company has received a favorable ruling from the
IRS regarding the tax-free status of the spin-off. In addition to
Rainbow DBS, the new spun off entity will include three of Rainbow
Media's national entertainment services - AMC, IFC (The
Independent Film Channel) and WE: Women's Entertainment - their
subsidiaries, and certain other Rainbow businesses. The company
expects to file the requisite documents with the Securities and
Exchange Commission ("SEC") in the second quarter of 2004 to
complete the spin-off later this year.

          Quadrangle Exercises its "Put" Option

In October 2003, Quadrangle Capital Partners LP exercised its "put
option" to require CSC Holdings to purchase all of its Series A
Exchangeable Participating Preferred Stock. Terms of the agreement
provide 60 days from the date of the exercise notice to elect
delivery of cash or registered equity securities of Cablevision in
settlement of the put right and, after making that election, an
additional 30 days to pay if cash payment is elected and an
additional 4 months to pay if Cablevision securities are elected.
We are currently in discussions with Quadrangle as to the process
for determining the put price.

          Investigation of Improper Expense Accruals
                  and Other Adjustments

On June 18, 2003, Cablevision Systems Corporation announced that
an internal review initiated by the company identified improperly
recorded expenses at the national services division of
Cablevision's Rainbow Media Group. At the time of the June 18
announcement, the review had found that $6.2 million of expenses
for 2003 were accelerated and improperly accrued or expensed in
2002, rather than 2003. All but $1.7 million of that pre-tax
amount was identified and reversed prior to the release of the
company's 2002 results.

The company also announced on June 18, 2003 that its Audit
Committee had retained Wilmer Cutler Pickering LLP to conduct an
investigation of the matter. Wilmer Cutler Pickering LLP
subsequently retained PricewaterhouseCoopers LLP as forensic
accountants.

In August 2003, the company announced that Wilmer Cutler Pickering
LLP reported to the audit committee and management of the company
that its investigation to that date had identified, in addition to
the amounts announced by the company on June 18, 2003, improperly
recognized expenses at the original productions units within the
AMC and WE: Women's Entertainment business units of the national
services division of Rainbow Media Holdings and that pre-tax
amounts that should have been expensed in 2003 that were expensed
in earlier years equaled approximately $3.4 million.

In November 2003, Wilmer Cutler Pickering LLP reported that it had
substantially completed its detailed review of year-end expenses
that may have been improperly accelerated. With respect to Rainbow
Media Holdings, Wilmer Cutler Pickering LLP had reported that it
had identified, in addition to the amounts reported in June and
August 2003, additional improperly accelerated expenses at AMC and
WE: Women's Entertainment and at most other business units within
Rainbow Media Holdings. For AMC and WE: Women's Entertainment, the
additional pre-tax amounts that should have been expensed in 2003
and later periods that were expensed in earlier years equaled
approximately $3.9 million, and for the other Rainbow business
units equaled approximately $5.2 million, including $0.7 million
in non-consolidated businesses. The improperly recognized expenses
in the Rainbow business units related primarily to sales and
marketing, original production and event production activities.
With respect to the non-Rainbow Media Holdings' units of the
company, Wilmer Cutler Pickering LLP further reported that it had
identified approximately $1.7 million in accelerated expenses that
should have been recorded in 2003 and later periods, the majority
of which consisted of sales and marketing, maintenance and
consulting expenses. In late November, the company provided
restated results for the first and second quarters of 2003 and
2002 to reflect the impact of the improper expense accelerations
identified by the company and the Wilmer Cutler Pickering LLP
investigation; these restatements were reflected in the company's
Form 10-Q filing for the third quarter of 2003.

In February 2004, Wilmer Cutler Pickering LLP reported that its
investigation of improper expense recognition was nearly complete
and that it expects to finalize its investigation prior to the
filing of the company's annual report on Form 10-K for the year
ended December 31, 2003. The investigation has covered all
significant operating units within Rainbow Media Holdings, as well
as the Telecommunications, Madison Square Garden and Corporate
segments and has included a thorough evaluation of the facts
(including a review of employee activities) relating to improper
expense recognition. The amounts identified to date are reflected
in the table below. Wilmer Cutler Pickering LLP has made
recommendations to the Audit Committee with respect to
improvements in internal controls. Certain of these
recommendations for both new policies and procedures and
enhancement and reinforcement of existing policies and procedures
have already been implemented by the company and other
recommendations will be implemented by the company over the next
few months.

The investigations into these matters by the Securities and
Exchange Commission and the U.S. Attorney's Office for the Eastern
District of New York are continuing.

KPMG has advised the company that, upon completion of the Wilmer
Cutler Pickering LLP investigation and as a result of the remedial
actions taken and planned to be taken by the company in response
to the improper expense recognition, it expects to provide its
audit report on the company's consolidated financial statements
for the year ended December 31, 2003 in the company's annual
report on Form 10-K, which includes the required SAS 100 review
for the Company's financial statements for the quarters ended
March 31, June 30 and September 30, 2003.

The company has also corrected certain other errors primarily with
respect to launch and marketing support payments received from
programming suppliers, a calculation error made in 1999 regarding
minority interests, and the recognition of a gain in 2003 on
marketable securities. It was determined that certain of these
items should have been recorded in different periods. As a result
of these errors, operating income and AOCF were each understated
by $5.4 million in 2000 and were each overstated by $18.6 million
in 2001, by $4.1 million in 2002, and by $7.6 million in the nine
months ended September 30, 2003, respectively. Income from
continuing operations was understated by $22.0 million in 2000,
overstated by $11.1 million in 2001, understated by $3.7 million
in 2002, and overstated by $10.2 million in the nine months ended
September 30, 2003.

                         2004 Outlook

The company provides the following full year 2004 guidance. The
2004 revenue and adjusted operating cash flow guidance is based on
the restated full year 2003 results.

Telecommunications

-- Basic video subscriber growth of approximately 0.5%

-- New revenue generating unit (RGU) net additions between 850,000
   and 900,000

-- Total revenue to increase between 12% and 14%

-- Adjusted operating cash flow to increase between 13% and 15%

-- Capital expenditures for Telecommunications and corporate of
   approximately $600 million

-- Free cash flow positive in the fourth quarter of 2004 and
   modestly negative for the full year

Rainbow Media

National Networks (AMC/IFC/WE)

-- Total revenue to increase between 10% and 12%

-- Adjusted operating cash flow to increase between 14% and 16%

Consolidated Regional Sports

-- 2004 guidance for revenue and adjusted operating cash flow
   treats the acquisition of Fox Sports Net Chicago and Fox Sports
   Net Bay Area as though both were consolidated on January 1,
   2003.

-- Total revenue to increase between 4% and 6% (2% - 3% after
   giving effect to the timing of certain affiliate settlements)

-- Adjusted operating cash flow to increase between 18% and 20%
   (10 - 12% after giving effect to the timing of certain
   affiliate settlements)

Rainbow Developing

-- Adjusted operating cash flow losses of approximately $70
   million

Other

-- Other AOCF deficit of approximately $40 million

Cablevision Systems Corporation (S&P, BB Corporate Credit Rating,
Negative) is one of the nation's leading entertainment and
telecommunications companies. Its cable television operations
serve almost 3 million households in the New York metropolitan
area. The company's advanced telecommunications offerings include
its iO: Interactive Optimum digital television offering, Optimum
Online high-speed Internet service, Optimum Voice digital voice-
over-cable service, and its Lightpath integrated business
communications services. Cablevision's Rainbow Media Holdings LLC
operates several successful programming businesses, including AMC,
IFC (The Independent Film Channel), and other national and
regional networks. Rainbow also is a 50 percent partner in Fox
Sports Net. In 2003, Cablevision's Rainbow DBS launched its VOOM
satellite service, the first service to offer a comprehensive
array of high-definition (HD) television programming. In addition
to its telecommunications and programming businesses, Cablevision
is the controlling owner of Madison Square Garden and its sports
teams, the New York Knicks, Rangers and Liberty. The company also
operates New York's famed Radio City Music Hall, and owns and
operates Clearview Cinemas. Additional information about
Cablevision Systems Corporation is available on the Web at
http://www.cablevision.com/


CALL-NET: Repurchases 10.625% Sr. Secured Notes for Cancellation
----------------------------------------------------------------
Call-Net Enterprises Inc., (TSX: FON, FON B) a national
facilities-based provider of competitive telecommunications, data
and IP solutions to households and businesses across Canada, has
purchased for cancellation a total of U.S.$76.4 million of its
10.625 per cent senior secured notes, due December 31, 2008. The
cost of these purchases to Call-Net was U.S.$79.5 million,
including commissions. The purchases were funded from cash on
hand.

The purchase of these notes will reduce Call-Net's annual interest
expense by U.S.$8.1 million.

Call-Net will continue to evaluate on an ongoing basis the most
effective use of its capital and may make similar market purchases
in the future depending upon market opportunities, capital
requirements and its liquidity needs.

Roy Graydon, executive vice president and chief financial officer
said, "We believe that today's purchase provides an opportunity to
further strengthen our balance sheet by lowering our debt level
and our servicing costs. We maintain a level of cash and short
term investments sufficient to fund our current business plan."

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

                http://www.callnet.ca/
                http://www.sprint.ca/


CARMACK MOVING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carmack Moving, Inc.
        aka Carmack Moving & Storage
        3900-F Stonecroft Boulevard
        Chantilly, Virginia 20151

Bankruptcy Case No.: 04-10830

Type of Business: The Debtor offers commercial and residential
                  relocation services for local and long distances
                  moves.  See http://www.carmack-moving.com/

Chapter 11 Petition Date: February 27, 2004

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Bennett A. Brown, Esq.
                  The Law Office of Bennett A. Brown
                  3905 Railroad Avenue, Suite 200N
                  Fairfax, VA 22030
                  Tel: 703-591-3500
                  Fax: 703-591-2185

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Smithsonian Institution                    $600,000
c/o Laurie Neff
1750 Tysons Blvd, #1800
McLean, VA 22102

Internal Revenue Service                   $200,000

Goodrich Trading Company                    $63,231

Transwestern Commercial                     $47,651

Affordable Creative Services                $41,282

O'Connor & Desmarisw, PC                    $39,735

Eastern Seabord Packing                     $25,715

Clarke & Sampson, Inc.                      $15,000

Columbia Gas of Virginia                     $5,028

Lakes Truck & Equip. Repair                  $3,565

Nextel Communications                        $2,843

Merchants Tire                               $2,638

Air Movers, Inc.                             $2,237

Verizon                                      $2,144

Nationwide Truckers Permit Svc.              $2,115

Pitney Bowes                                 $1,647

Transguard Insurance                         $1,000

Toshiba                                        $879

Willetts System,Inc.                           $680

Salisbury Industries                           $517


CELLU TISSUE: S&P Rates Corp. Credit & $160M Sr. Sec. Debt at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to East Hartford, Connecticut-based Cellu Tissue
Holdings Inc. At the same time, Standard & Poor's assigned its 'B'
senior secured debt rating to Cellu Tissue's $160 million senior
secured notes due 2010 to be issued under Rule 144A with
registration rights. The outlook is stable.

"The 'B' senior secured rating is the same as the corporate credit
rating, reflecting an insufficient level of collateral to fully
cover principal in a distressed scenario," said Standard & Poor's
credit analyst Cynthia Werneth. In determining the senior secured
rating, Standard & Poor's used its discrete asset methodology,
applying a significant discount to the value of the collateral to
simulate a distressed scenario. A distressed scenario could result
from the loss of a major customer, significant increases in raw
material or energy costs, a sharp drop in product pricing, or a
faster-than-expected decline in machine-glazed paper sales. The
notes will be secured by a first-priority perfected security
interest in substantially all property, plant, and equipment and a
second-priority perfected security interest in inventory and
accounts receivable, and will be guaranteed by all current
subsidiaries and future restricted subsidiaries. The company's new
$30 million revolving credit facility will be secured by a first
lien on accounts receivable and inventory and a second lien on
property, plant, and equipment. However, a notching down of the
notes to a lower rating was not warranted, because borrowings
under the revolving credit facility are expected to be minimal,
and should not significantly disadvantage the noteholders.

The ratings reflect the company's very aggressive financial
policies; modest sales, cash flows, and equity base; vulnerability
to volatile pulp and energy costs and highly competitive market
conditions; concentration of and competition with customers; and
slightly declining demand for one of its key products--machine-
glazed paper. These risks outweigh the company's good position in
some niche product categories, the benefit of meaningful operating
cost reductions during the past two years, and capacity to
increase sales volumes.


COMPASS AEROSPACE: Completes Out-of-Court Restructuring
-------------------------------------------------------
Compass Aerospace Corporation has completed an out-of-court
restructuring of its capital and debt structure.

In the restructuring, the company's senior lenders, who already
owned approximately 10% of the equity of Compass, agreed to the
receipt of additional equity interests in the company in exchange
for a reduction in the company's outstanding senior indebtedness.
Existing stockholders received nominal consideration for their
equity in the restructuring. As a result of the restructuring, the
company's senior lenders now own all of the equity interests in
Compass Aerospace and the company reduced its outstanding
principal amount of senior indebtedness from approximately $45
million to $15 million.

Compass President and Chief Executive Officer John R. Reimers
stated, "I am pleased to be able to announce this restructuring.
We have been able to reduce the debt of the company by over sixty
percent (60%) which we believe will enable Compass to continue its
quest to be a world-class leader in aerospace integration."

Compass Aerospace, headquartered in Southern California, is a
diversified, multi-location manufacturer of structural components
and assemblies supporting a wide range of aircraft OEMs worldwide.
Compass provides an array of advanced machining, fabrication, and
supply chain and logistics management services for commercial,
military and general aviation markets. These include current
models as well as advanced, next-generation aircraft, known for
their lightweight and overall efficiency.


COVANTA ENERGY: Court Extends Plan-Filing Exclusivity to June 21
----------------------------------------------------------------
Judge Blackshear extends the Covanta Energy Debtors' exclusive
period to file a plan through and including June 21, 2004, and
their exclusive period to solicit acceptances of that plan through
and including July 21, 2004.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CREDIT SUISSE: Fitch Further Junks Rating on $14.7M Class I Notes
-----------------------------------------------------------------
Fitch Ratings downgrades Credit Suisse First Boston Mortgage
Securities Corp., commercial mortgage pass-through certificates,
series 1997-C2 as follows:

        --$14.7 million class I certificates to 'CC' from 'CCC'.

In addition, Fitch affirms the following classes:

        --$301.1 million class A-2 'AAA';
        --$523.3 million class A-3 'AAA';
        --Interest-only class A-X 'AAA';
        --$95.3 million class B certificates 'AAA';
        --$80.6 million class C certificates 'AA';
        --$95.3 million class D certificates 'BBB+';
        --$73.3 million class F 'BB';
        --$14.7 million class G 'BB-';
        --$29.3 million class H 'CCC'.

Fitch does not rate the $25.7 million class E and the $9.3 million
class J certificates.

The downgrade is attributed to anticipated losses that will be
incurred upon the disposition of the trust's Real Estate Owned
(REO) property. Losses are currently expected to severely impact
the credit support of class I.

Currently, six loans (8.3%) are in special servicing. The largest
loan (5.3%), is secured by a hotel property in Midtown Manhattan
and is current. The loan transferred to special servicing as a
result of the borrowers request for a modification. The loan is
current under the forbearance agreement which expires in March
2004. Fitch is continuing to monitor the resolution of this loan.

The second largest specially serviced loan (1.25%) is secured by a
retail property in Canton MI and is REO. The property was 100%
occupied by Kmart, but the lease was rejected and Kmart vacated
the property. No immediate resolution has been reached but the
Special Servicer is marketing the property and negotiating with
potential buyers.

As of the February 2004 distribution date, the pool's aggregate
principal balance has been reduced by 13.7% from $1.47 billion to
$1.26 billion. Ten loans, representing 12.3% of the pool have been
defeased.


DLJ MORTGAGE: Fitch Ups Class B-4 Notes Rating a Notch to BB-
-------------------------------------------------------------
Fitch Ratings upgrades DLJ Mortgage Acceptance Corp.'s Commercial
Mortgage Pass-Through Certificates, Series 1996-CF2 certificates
as follows:

        --$12.7 million class B-2 to 'AAA' from 'AA+';
        --$30.6 million class B-3 to 'BBB+' from 'BBB-';
        --$17.8 million class B-4 to 'BB-' from 'B+'.

In addition, Fitch affirms the following classes:

        --$46.1 million class A-1B 'AAA';
        --Interest-only class S 'AAA';
        --$30.6 million class A-2 'AAA';
        --$30.6 million class A-3 'AAA';
        --$25.5 million class B-1 'AAA'.

Fitch does not rate the $13.9 million class C certificates.

The rating upgrades are primarily attributed to the increased
subordination levels resulting from the paydown of the pool's
certificate balance. As of the February 2004 distribution date,
the pool's aggregate certificate balance had decreased by 59%, to
$207.8 million from $508.6 million at issuance. Since issuance,
the deal has become more concentrated with only 52 of the original
121 loans remaining.

Currently, six loans (6.2%) are in special servicing. The largest
specially serviced loan (2.5%), Lakeside Village Apartments, is
secured by a multifamily property in Houston, TX and is currently
over 90 days delinquent. One loan, Eagle Country Market (1.6%), is
real estate-owned (REO) and expected to result in a significant
loss. The loan is secured by a vacant big box retail property
located in Clinton, IA. Seven loans (10.9%) have a YE 2002 DSCR
less than 1.0x.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


DOLLHOUSE PROPERTY: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Dollhouse Property Management LLC
             4209 University Way North East
             Seattle, Washington 98105

Bankruptcy Case No.: 04-11703

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                     Case No.
   ------                                     --------
   Joy Entertainment Inc.                     04-11704

Chapter 11 Petition Date: February 10, 2004

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtors' Counsel: Lance L. Lee, Esq.
                  1001 4th Ave #3200
                  Seattle, WA 98154-1003
                  Tel: 206-332-9841
                  Fax: 206-374-2991

                                   Total Assets    Total Debts
                                   ------------    -----------
Dollhouse Property Management LLC    $1,610,310       $937,342
Joy Entertainment Inc.               $1,194,375       $908,960

A. Dollhouse Property Management's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Joy Entertainment Inc.        Loan for Repairs           $65,000

Seattle Public Utilities      Utilities Service           $6,339

Puget Sound Energy            Utilities Service           $2,255

Seattle City Light            Utilities Service           $1,455

Engineers Northwest                                         $840

Evict-a-Quick                                               $800

Home Depot                    Credit card purchases         $654

B. Joy Entertainment Inc.'s 10 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Barbara Chase                 Promissory Note            $85,000

Washington State Department   Sales Taxes, Interest      $41,370
Of Revenue                    and Penalties

Textron Financial             Balance on Lease of         $9,642
                              Video Board
                              Electronic Messaging
                              Sign

Electronic Communication      Sale and Installation       $3,476
Displays Inc.                 of Sign

Seattle Public Utilities      Utilities Service             $798

Seattle Public Utilities      Utilities Service             $744

Qwest                         Phone Service                 $491

MCI                           Phone Service                 $198

Froula Alarm                  Re Second Time Around         $160

Metrocall Wireless                                           $81


DOMAN INDUSTRIES: Canadian Court Extends CCAA Stay Until April 5
----------------------------------------------------------------
Doman Industries Limited announced that the Court has issued an
order extending its stay of proceedings under the Companies'
Creditors Arrangement Act to April 5, 2004. The extension will
permit the Company to continue its efforts to finalize a
restructuring plan based upon a term sheet submitted to the Court
by certain unsecured noteholders and to allow time for the
International Forest Products Limited proposal to be further
developed. It will also allow Doman to continue its efforts to
identify a potential purchaser for the Port Alice Mill.

The Company intends to continue discussions with both the
unsecured noteholder group and Interfor during the extension
period with a view to developing a consensual restructuring plan
for presentation to Doman's unsecured creditors.

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


DVI INC: Del. Bankr. Ct. Lacks Jurisdiction Over Lease Lawsuit
--------------------------------------------------------------
DVI, Inc., DVI Financial Services, Inc. (as Servicer for DVI
Receivables (DVIFS)) and DVI Business Credit Corp. filed voluntary
petitions under Chapter 11 of the Bankruptcy Code on August 25,
2003 (Bankr. Del. Case No. 03-12656).  Debtor DVIFS filed a
complaint in the United States Bankruptcy Court for the District
of Delaware in November 2003, alleging that National Medical
Imaging, Inc., LLC and Maury Rosenberg defaulted on two equipment
leases.  The Defendants, in turn, moved to dismiss the complaint
for lack of jurisdiction, abstention and improper venue.  DVIFS
filed its response on December 22, 2003, and the Defendants filed
their reply.

Bankruptcy Judge Walrath granted the Defendants' Motion, tossing
the suit out because the Bankruptcy Court lacks jurisdiction to
hear the Debtors' complaint.

                        BACKGROUND

The Debtors are in the business of providing lease and loan
financing to healthcare providers for the acquisition of
sophisticated medical equipment.  As part of the Debtors'
business, the Debtors often would sell the leases and loans
originated by them to separately incorporated special purpose
vehicles, commonly known as "Securitization Trusts."

In establishing the Securitization Trusts, the Debtors retained
the right to service the loans and leases that they contributed to
the Securitization Trusts.  The Debtors were paid a servicing fee
and were reimbursed for servicing related expenses.  U.S. Bank
serves as the Trustee for the Securitization Trusts.  As
indicated, above, the Debtors filed voluntary petitions under
Chapter 11, on August 25, 2003.  Also indicated, above, DVIFS
filed a complaint against Defendants National Medical Imaging and
Maury Rosenberg, claiming Defendants defaulted on certain
equipment leases, and Defendants' Motion to Dismiss the Complaint
for lack of jurisdiction, abstention and improper venue has been
heard by Judge Walrath.

On January 2, 2004, the Debtors, U.S. Bank, the Ad Hoc Committee
of Noteholders, Lyon Financial Services, Inc. and various other
parties entered into a Settlement Agreement in which the Debtors
assumed and assigned the servicing rights and obligations to Lyon
Financial Services, Inc. as successor servicer, thereby releasing
the Debtors from all future obligations.  The Settlement Agreement
has not yet been approved.

       JUDGE WALRATH ANALYZES SUBJECT MATTER JURISDICTION

Judge Walrath writes that the Defendants' Motion seeks dismissal
of Debtor DVI Financial Services' Complaint for lack of subject
matter jurisdiction, pursuant to Rule 12(b)(1) of the Federal
Rules of Civil Procedure, as incorporated by Bankruptcy Rule
7012(b).

The Bankruptcy Court's jurisdiction, asserts the judge, is based
on section 1334(b) of title 28, which grants the Bankruptcy Court
original, but not exclusive jurisdiction, of all civil proceedings
(1) "arising under" the Bankruptcy Code; (2) "arising in" a
bankruptcy case; and (3) "related to" a bankruptcy case.  28
U.S.C. section 1334(a).  "[A] proceeding to collect accounts
receivable in which the underlying transaction occurred pre-
petition is only 'related to a case under title 11' and is
therefore, non-core."  Eastern Electric  Sales Co., Inc. v.
General Electric Co., 94 B.R. 348 (Bankr. E.D. Pa. 1989).  See
also In re Charter Behavioral Health System, LLC, 292 B.R. 36
(Bankr. D. Del. 2002), in which the Bankruptcy Court found the
adversary proceeding to recover a pre-petition account receivable
to be non-core.

Since this is a non-core proceeding involving accounts receivable,
states Judge Walrath, the Court may exercise jurisdiction only if
the proceeding is "related to" the bankruptcy case.  To determine
whether a civil proceeding is "related to" a bankruptcy case, the
Court must decide, says Judge Walrath, whether the "outcome of
that proceeding could conceivably have any effect on the estate
being administered in bankruptcy."  Pacor, Inc. v. Higgins, 743
F.2d 984, 994 (3d Cir. 1984).  The plaintiff has the burden of
establishing that a case is within the Court's jurisdiction.  In
re Poplar Run Five Ltd Partnership, 192 B.R. 848, 855 (Bankr. E.D.
Va. 1995).

The Defendants argue that the Court lacks jurisdiction over this
adversary proceeding, because DVIFS' rights and interests in the
loan and lease agreements were sold to the Securitization Trusts
prior to commencement of the bankruptcy proceedings.  As a result,
they argue neither the loans, nor the amounts due under them, that
DVIFS seeks to collect, are property of the estate.  Further,
Defendants argue that, since the accounts receivable have been
sold and are no longer owned by DVIFS, this Court has no
jurisdiction over them.  "The bankruptcy court's jurisdiction does
not follow the property; but rather, it lapses when the property
leaves the debtor's estate."  In re Hall's Motor Transit Co., 889
F.2d 520 (3d Cir. 1989).  See also Saul Ewing Remick & Saul v.
Provident Savings Bank, 190 B.R. 771 (Bankr. D. Del. 1996), in
which the court held that "a court has 'related to' jurisdiction
over property only when the property is part of the bankruptcy
estate."

Judge Walrath agrees:  The Securitization Trusts, not DVIFS, hold
legal and equitable title to the leases and loans.  Moreover, as
the servicing agent, DVIFS is asserting claims on behalf of the
non-debtor Securitization Trusts and not in its own right; DVIFS
has no direct claim against the Defendants.

DVIFS concedes that the accounts receivable it seeks to collect
are not the property of its estate, says Judge Walrath.  It
argues, however that the Court has "related to" jurisdiction
because the action DVIFS is bringing satisfies the "any
conceivable effect" test articulated in Pacor:  "An action is
related to bankruptcy if the outcome could alter the debtor's
rights, liabilities, options or freedom of action (either
positively or negatively) and which, in any way, impacts upon the
handling and administration of the bankrupt estate."  See Pacor,
743 F.2d at 994.

DVIFS further argues that this adversary proceeding satisfies the
Pacor test because DVIFS holds an equity and debt interest in the
Securitization Trusts, which it considers to be valuable assets of
its estate.  DVIFS asserts that upon liquidation of the
Securitization Trusts and payment of the Trusts' creditors, DVIFS
will be entitled to the remaining assets which will be available
to pay its creditors.  Therefore, DVIFS reasons that the estate
has a significant interest in mazimizing the collection of the
accounts receivable which the Trusts own.

Judge Walrath writes, in her Opinion, that the Court must disagree
with DVIFS' broad assertion.  A debtor may not invoke "related to"
jurisdiction where the action "may have only speculative, indirect
or incidental effect on the estate."  In re Inn on the Bay, Ltd.,
154 B.R. 364, 367 (Bankr. S.D. Fla. 1993).  The mere fact that
DVIFS holds an equity interest in the Trusts is too tenuous and
insufficient to confer jurisdiction on this Court, says Judge
Walrath.  If DVIFS were correct, then the Court's jurisdiction
would expand to include every claim by or against any entity in
which any debtor owned stock, and that simply is not true.

Consequently, Judge Walrath finds that the funds sought to be
collected from the Defendants are not the property of DVIFS'
bankruptcy estate and would have no direct effect on such estate.
Therefore, the Court, concludes Judge Walrath, has no "related to"
bankruptcy jurisdiction over the adversary proceeding brought by
Debtor DVIFS, and the Defendants' Motion to Dismiss will be
granted.

Headquartered in Jamison, Pennsylvania, DVI, Inc., is the parent
company of DVI Financial Services, Inc. and DVI Business Credit
Corp. DVI Financial Services, Inc., provides lease or loan
financing to healthcare providers for the acquisition or lease of
sophisticated medical equipment. DVI Business Credit Corp. extends
revolving lines of credit to healthcare providers. Bradford J.
Sandler, Esq., at Adelman Lavine Gold and Levin, PC represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,866,116,300 in
total assets and $1,618,751,400 in total debts.


ENRON CORP: Asks Court to Clear Underwriters Settlement Agreement
----------------------------------------------------------------
Enron Corporation, Enron International, Inc., Enron Asia
Pacific/Africa/China LLC, Enron South America LLC, Enron
Caribbean Basis LLC and Atlantic Commercial Finance, Inc. ask the
Court to approve a Comprehensive Settlement Agreement among Enron
for itself and on behalf of each Insured, the other Debtors and
certain issuers -- the Underwriters -- of political risk
insurance in respect of Enron's interests in various Foreign
Enterprises worldwide.  Ponderosa Assets LP and Whitewing
Associates LP are also parties to the Comprehensive Settlement
Agreement.

              The Relationship with the Underwriters

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that prepetition, Enron, 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 from, inter alia, the Underwriters.  The Underwriters
are Steadfast Insurance Company and certain other entities.

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 off the Master Cover policies,
provided that Enron had majority ownership and management control
of those entities.  According to Mr. Sosland, the Underwriters
have issued eight separate Master Cover policies in respect of the
Investments.

On August 12, 2002, Ponderosa filed an expropriation claim with
respect to one of the Investments, TGS, a gas pipeline
company in Argentina.  Enron, Ponderosa and the Underwriters
commenced negotiations to settle disputes that had arisen related
to the validity of claims under the Policies and the
Underwriters' investigation of their right to avoid the Policies
ab initio from their inceptions.

                      The Tolling Agreement

To facilitate ongoing discussions to resolve the Dispute, on
June 11, 2003, Enron, Ponderosa and the Underwriters entered into
a tolling agreement whereby they mutually agreed, among other
things, that the time period would be tolled for the prosecution
or adjustment of claims by the Insured under the Policies and the
defense of any claims and any claim that the Underwriters had
that the Policies could be avoided would not be prejudiced during
the tolling period.

              The Comprehensive Settlement Agreement

Since August 12, 2002, Mr. Sosland reports, the Enron Parties and
the Underwriters were involved in ongoing discussions to resolve
their Dispute.  On December 1, 2003, the Enron Parties and the
Underwriters entered into the Comprehensive Settlement Agreement,
which provides, inter alia, that:

   (a) The interpretation of certain provisions of the Policies
       and the Assumptions and Consents is confirmed by the
       Enron Parties and the Underwriters;

   (b) The Enron Parties will take back the premiums tendered
       after the Petition Date, represented by the return to
       Enron of the JLT Amount and the Steadfast Escrow Amount;

   (c) Any Enron Party, which is a debtor in a Chapter 11 case
       and which may have an interest in the Policies, including
       the Debtors, will reject the Policies under Section
       365(a) of the Bankruptcy Code;

   (d) The Underwriters will cancel the Policies as of the
       Petition Date for rejection under the Bankruptcy Code and
       for non-payment of premium;

   (e) The Enron Parties will accept the cancellation of the
       Policies as of the Petition Date;

   (f) The Underwriters will tender the premiums paid by the
       Enron Parties and received by the Underwriters prior to
       the Petition Date, with interest thereon;

   (g) The Underwriters will pay to the Enron Parties interest
       on the premiums tendered by the Enron Parties but not
       accepted by the Underwriters;

   (h) The Enron Parties will accept the Payment Amount; and

   (i) The releases given by the Parties under the Comprehensive
       Settlement Agreement will be effective.

Enron estimates that the return to the Enron Parties, as
calculated under the Comprehensive Settlement Agreement, will be
approximately $88,000,000.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Mr. Sosland argues that the Comprehensive Settlement
Agreement should be approved for it will result in the complete
resolution of the Dispute and any other claims relating to the
Policies without the extra costs and delay incident to an
adversary proceeding.  The Comprehensive Settlement Agreement is
the product of arm's-length bargaining between the Enron Parties
and the Underwriters. (Enron Bankruptcy News, Issue No. 100;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FACTORY 2-U: Looks to Retain Crossroads as Financial Advisors
-------------------------------------------------------------
Factory 2-U Stores, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Crossroads LLC as
its special restructuring and financial advisor.

The Debtor submits that this case is likely to be complex and will
require the special restructuring and financial advisor in
insolvency and bankruptcy matters.  Moreover, the services of a
special restructuring and financial advisor are necessary to
enable the Debtor to execute fully and faithfully its duties as
debtor in possession.

Crossroads will:

   a. advise the Debtor in connection with financial advisory
      matters including, but not limited to:

        i) reviewing the Debtor's business plan;
       ii) maximizing cash flow;
      iii) reviewing operations;
       iv) financial forecasting;
        v) evaluating strategic alternatives;
       vi) analyzing the Debtor's liquidity; and
      vii) assisting the Debtor in raising capital;

   b. perform analytical work in connection with the claims
      filed in the Debtors' bankruptcy case, including:

        i) claim analysis
       ii) claims reconciliation
      iii) claim litigation and objection litigation support;
           and

   c. providing such other bankruptcy administrative services as
      the Debtor requires.

The Crossroads' professionals anticipated to perform the bulk of
the services are:

   Professional       Position            Billing Rate
   ------------       --------            ------------
   Dennis I. Simon    Managing Principal
                        and Principal     $425 per hour
   Craig Boucher      Managing Director   $400 per hour
   Jeremy Bailey      Director            5350 per hour
   Todd Wuertz        Senior Consultant   $300 per hour
                      Consultants         $250 per hour
                      Associates          $200 per hour
                      Administrators      $125 per hour

Headquartered in San Diego, California, Factory 2-U Stores, Inc.
-- http://www.factory2-u.com/-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US, sells branded casual apparel for the
family, as well as selected domestics, footwear, and toys and
household merchandise. The Company filed for chapter 11 protection
on January 13, 2004 (Bankr. Del. Case No. 04-10111). M. Blake
Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt
& Taylor, LLP represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FAIRCHILD: Insufficient Info Prompts S&P to Withdraw B Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on Fairchild Corp. and removed the rating from
CreditWatch, where it was placed on July 17, 2002.

The McLean, Virginia-based company had total debt of $123.5
million and $81 million in cash and short-term investments as of
Dec. 31, 2003. Operations consist of a German motorcycle
accessories retail business, an aerospace distribution operation,
and a shopping mall in Farmingdale, N.Y.

"The rating is withdrawn due to the lack of sufficient strategic,
operational, and financial information for Standard & Poor's to
assess the firm's credit quality," said Standard & Poor's credit
analyst Hal Diamond.


FLEMING: Court Adjourns Disclosure Statement Hearing to Mar. 25
---------------------------------------------------------------
The Court will continue the hearing on the adequacy of the
Fleming Companies, Inc., and its debtor-affiliates' Amended
Disclosure Statement on March 25, 2004, at 10:30 a.m.  This will
allow the Debtors to focus their attention and efforts on
resolving or overcoming the many objections to the proposed
Replacement Financing, and firming up possible additional
financing.  The Debtors will present a status report on the
Disclosure Statement and plan process to the Court on
March 3, 2004.

Headquartered in Lewisville, Texas, Fleming Companies, Inc.
-- http://www.fleming.com/-- is the largest multi-tier
distributor of consumer package goods in the United States.  The
Company filed for chapter 11 protection on April 1, 2003 (Bankr.
Del. Case No. 03-10945).  Richard L. Wynne, Esq., Bennett L.
Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed $4,220,500,000 in assets and $3,547,900,000
in liabilities. (Fleming Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FOAMEX: Shareholders' Deficit Rises to $203 Mil. at Dec. 31, 2003
-----------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading manufacturer
of flexible polyurethane and advanced polymer foam products in
North America, announced its 2003 fourth quarter and full-year
financial results.

               Fourth Quarter 2003 Results

Sales

Net sales for the fourth quarter were $315.2 million, down 4% from
$327.3 million in the fourth quarter of 2002 primarily due to
lower sales in Automotive and Carpet Cushion products, partially
offset by stronger sales in Foam Products. Gross profit was $37.1
million in 2003, compared to $28.3 million in the fourth quarter
of 2002. The increase in gross profit is primarily due to the
effect over the year of customer price increases and cost savings
initiatives implemented in response to the chemical cost increases
experienced in the second half of 2002. Gross profit as a
percentage of sales in the quarter increased to 11.8% from 8.6% in
the 2002 quarter, and has grown sequentially in each quarter
during 2003.

Earnings

Foamex had a net loss for the fourth quarter of $3.5 million, or
$0.14 per diluted share, compared to a net loss of $16.4 million,
or $0.67 per diluted share, in the fourth quarter of 2002.

Income from operations was $14.7 million for the 2003 fourth
quarter, compared to a loss from operations of $7.2 million in the
fourth quarter of 2002, which included restructuring, impairment
and other charges of $10.0 million. The lower year over year sales
were more than offset by the impact of higher selling prices,
lower manufacturing costs and lower selling, general and
administrative expenses as compared to the fourth quarter of 2002.

Interest and debt issuance expense for the 2003 quarter was $18.3
million, compared to $18.5 million in the fourth quarter of 2002.

Commenting on the results and on the financial outlook for Foamex,
Tom Chorman, President and Chief Executive Officer, said, "Our
results were in line with the guidance we provided at the end of
the third quarter, and we will continue to operate in a
challenging environment in the near term. While we have made
progress in improving our gross margin and reducing our overhead
in response to the extraordinary increase in our chemical costs in
the second half of 2002, we need to address several key areas to
keep this momentum going."

Chorman continued, "Our strategic plan is focused on consistently
increasing Foamex's market share, improving our supply chain
efficiency, and managing raw material costs. We are also closely
monitoring and reducing manufacturing and overhead costs,
developing new and more consumer-focused products, and prudently
entering new markets that offer increased profit potential. While
we have a lot of work yet ahead of us, I expect Foamex to show
improved operating performance as the year progresses and we
pursue our longer-term goals of generating sufficient cash flow to
pay down debt."

                         2003 Results

Sales

Net sales for 2003 were $1.305 billion, down 2% from $1.328
billion in 2002 due to volume reductions as a result of plant
closures and exiting unprofitable business and the loss of some
business in the automotive sector. Gross profit was $143.7 million
in both periods, with margins improving to 11.0% of sales,
compared to 10.8% of sales in 2002 due to higher selling prices,
partially offset by lower volumes.

Earnings

Income from operations increased 42% to $62.9 million in 2003,
compared to $44.2 million in 2002, due to gross margin
improvements and an almost 13% reduction in selling, general and
administrative expenses. The current year included $1.8 million of
restructuring, impairment and other credits compared to $4.8
million of charges in 2002.

Interest and debt issuance expense for 2003 was $88.4 million,
compared to $69.7 million in 2002. The increase is primarily due
to the write-off of debt issuance costs, higher average debt
levels, higher effective interest rates and amortization of debt
issuance costs. The 2003 and 2002 periods include charges of $12.9
million and $4.9 million, respectively, relating to the write-off
of debt issuance costs as a result of early extinguishment of
debt.

Net loss for 2003 was $21.5 million, or $0.88 per diluted share,
compared to a net loss of $9.7 million, or $0.37 per diluted
share, in 2002.

Foamex International Inc. also records a shareholders' deficit of
$203.1 million at December 2003 compared to $189.7 million the
prior year.

               Business Segment Performance

Foam Products

Foam Products net sales for the fourth quarter of 2003 were $129.2
million, up 15% from the fourth quarter of 2002 on stronger unit
volume. Income from operations for the fourth quarter of 2003 was
$11.5 million, compared to income from operations of $8.2 million
in the fourth quarter of 2002.

For the year 2003, Foam Products net sales were $507.6 million, up
8% from $471.0 million in 2002, primarily as a result of selling
price increases and increased volumes of consumer products. Income
from operations was $44.0 million in 2003, compared to $45.5
million in 2002 primarily as a result of increases in selling
prices to customers subsequent to the increase in chemical costs
in the second half of 2002.

Automotive Products

Automotive Products net sales for the fourth quarter of 2003 were
$101.8 million, down 14% from the same period a year ago primarily
as a result of the previously disclosed loss of business from a
major customer. Income from operations for the fourth quarter of
2003 was $7.0 million, compared to $6.2 million in 2002, primarily
as a result of improved gross margins and lower selling, general
and administrative expenses.

For the year 2003, Automotive Products had net sales of $447.1
million, compared to net sales of $466.7 million in 2002,
primarily due to the reduction in business from a major customer
in the second half of 2003. Income from operations in 2003 was
$33.4 million, compared to $34.1 million in 2002, primarily due to
lower sales which were largely offset by lower costs.

Carpet Cushion Products

Carpet Cushion Products net sales for the fourth quarter were
$51.5 million, down 14% from the fourth quarter of 2002. Profit
from operations was $2.6 million in the fourth quarter of 2003,
compared to a profit from operations of $0.6 million in the same
period in 2002.

For the year 2003, Carpet Cushion Products sales were $208.9
million, compared to $234.0 million in 2002, primarily due to a
decline in volumes as the Company closed several Carpet Cushion
facilities to focus the business on more profitable markets.
Income from operations in 2003 was $5.4 million, compared to $1.2
million in 2002, primarily due to cost containment from the
streamlining of operations and higher selling prices.

Technical Products

Net sales for Technical Products in the fourth quarter were $28.6
million, down 2% from $29.2 million in the fourth quarter of 2002.
Income from operations for the fourth quarter of 2003 was $7.2
million, compared to $8.2 million in the fourth quarter of 2002.

For the year 2003, net sales for Technical Products were $117.5
million, compared to $124.1 million in 2002, primarily due to a
decrease in volume partially offset by an increase in average
selling prices. Income from operations in 2003 decreased to $32.1
million, compared to $35.2 million in 2002, primarily due to
higher raw material and overhead costs.

               About Foamex International Inc.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries. For more information visit the Foamex web site at
http://www.foamex.com/


FOOTSTAR: Files Voluntary Chapter 11 Petition in S.D. New York
--------------------------------------------------------------
In order to effect a financial and operational restructuring,
Footstar, Inc. and substantially all of its subsidiaries filed
voluntary petitions on March 2, 2004, with the U.S. Bankruptcy
Court for the Southern District of New York in White Plains, for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. The
Company also provided an update on the status of its previously
announced restatement of financial results for the period from
1997 through mid-2002.

On February 12, 2004, Footstar said that it was pursuing a number
of alternatives to obtain necessary liquidity and restructure its
debt and that, if none of these alternatives were successful in
the near term, the Company would be required to file under Chapter
11.

Footstar also announced that, to support its operations as it
restructures, it has secured a $300 million debtor-in-possession
(DIP) financing facility from a group led by Fleet National Bank
and GECC Capital Markets Group, Inc. Subject to Bankruptcy Court
approval, these funds will be used to satisfy obligations
associated with conducting Footstar's business, including payment
under normal terms for goods and services provided after today's
filing and payment of wages and benefits to active employees.

Dale W. Hilpert, Chairman, President and Chief Executive Officer
of Footstar, said: "With [Tues]day's filing, we are proceeding on
a difficult but necessary path to address Footstar's financial
needs. Our objective is to use the Chapter 11 process to create a
financially stable company and to maximize value for our
creditors. Toward this end, we are taking a hard look at our
business and all of our alternatives and expect to refocus our
resources on a more profitable business base. We deeply appreciate
the dedication and efforts of our associates, who have worked
exceedingly hard during this challenging period for Footstar. We
look forward to the support of our vendors and business partners
as we move through the reorganization process."

The Company's operations are open today and conducting business as
usual. The Company is among the nation's largest footwear
retailers and operates through its Meldisco and Athletic segments.
Meldisco, a leader in the licensed and discount footwear sectors
and a strong cash generator, has operated the footwear departments
of Kmart stores for more than 30 years. Meldisco generated
revenues of approximately $1.0 billion in 2003. As of January 31,
2004, the Company's Athletic segment consists of its 431-store
Footaction chain and its Just For Feet division with 88 stores.
The Athletic segment posted revenues of approximately $973 million
in 2003.

Among the factors contributing to the recent downturn in the
Company's business were challenges associated with the Company's
Just For Feet acquisition, including the high costs of its leases,
as well as the loss of Meldisco sales and profitability from the
closing of approximately 600 Kmart stores, where it operates
leased footwear departments. In addition, over the past 15 months,
the Company has been working to complete its financial
restatement, requiring significant management attention and
resources.

Inquiries regarding the filing from parties who provide Footstar
goods and services may be directed to the Company's Vendor Call
Center at (888) 868-7823.

                    Financial Restatement

Footstar had previously announced in a press release dated January
30, 2004 that it expected to file its Form 10-K for fiscal year
2002 no later than February 27, 2004. The Company did not file by
this deadline but believes its work related to the restatement is
substantially complete. The Company continues to work with KPMG as
it completes its work and audit.

                    Footstar Background

Footstar, Inc., with annual revenues of approximately $2.0 billion
and 14,087 associates, is a leading footwear retailer. The Company
offers a broad assortment of branded athletic footwear and apparel
through its two athletic concepts, Footaction and Just For Feet
and their websites, http://www.footaction.com/and
http://www.justforfeet.com/and discount and family footwear
through licensed footwear departments operated by Meldisco. As of
January 31, 2004, the Company operated 431 Footaction stores in 40
states and Puerto Rico, 88 Just For Feet superstores located
predominantly in the Southern half of the country, and 2,504
Meldisco licensed footwear departments and 39 Shoe Zone stores.
The Company also distributes its own Thom McAn brand of quality
leather footwear through Kmart, Wal-Mart and Shoe Zone stores.


FOOTSTAR INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Footstar, Inc.
             1 Crossfield Avenue
             West Nyack, New York 10994

Bankruptcy Case No.: 04-22350

Debtor affiliates filing separate chapter 11 petitions:

Entity                                                  Case No.
------                                                  --------
Footstar Corporation                                    04-22351
Apache-Minnesota Thom Mcan, Inc.                        04-22352
Athletic Attic of Texas, Inc.                           04-22353
Athletic Center, Inc.                                   04-22354
Feet Center, Inc.                                       04-22355
Feet of Colorado, Inc.                                  04-22356
Footaction Center, Inc.                                 04-22357
Footstar Center, Inc.                                   04-22358
FWS I, Inc.                                             04-22359
FWS II, Inc.                                            04-22360
LFD I, Inc.                                             04-22361
LFD II, Inc.                                            04-22362
Mall of America Fan Club, Inc.                          04-22363
Meldisco H.C., Inc.                                     04-22364
Miles Shoes Meldisco Lakewood, Colorado, Inc.           04-22365
Shoe Zone Center, Inc.                                  04-22366
Stellar Wholesaling, Inc.                               04-22367
Nevada Feet, Inc.                                       04-22368
Consumer Direct Wausau, Inc.                            04-22369
CD Services LLC                                         04-22370
Footstar HQ, LLC                                        04-22371
FA Sales LLC                                            04-22372
CDIRECT, Inc.                                           04-22373
LFD Operating, Inc.                                     04-22374
LFD Today, Inc.                                         04-22375
Feet HQ, Inc.                                           04-22376
FA HQ, Inc.                                             04-22377
AP LLC                                                  04-22378
Meldisco - MCW 1450 Ala Moana Blvd., NY, Inc.           04-27000
Meldisco - MCW 1300 Stoneridge Mall Rd., CA, Inc.       04-27001
Meldisco - RLG 6001 Winchester Rd., TN, Inc.            04-27002
Meldisco - RLG 5123 Tuttle Crossing Blvd., OH, Inc.     04-27003
Meldisco - RLG 5000 Mall Road, KY, Inc.                 04-27004
Meldisco - MCW 2801 Stevens Creek Blvd., CA, Inc.       04-27005
Meldisco - RLG 400 Earnest W. Barrett Pkwy., GA         04-27006
Meldisco - RLG 1300 Cumberland Mall, GA, Inc.           04-27007
Meldisco - RLG 1300 East Shelby, TN, Inc.               04-27008
Meldisco - RLG 3393 Peachtree Rd. NE, GA, Inc.          04-27009
Meldisco - RLG 3301 Nicholasville Road, KY, Inc.        04-27010
Meldisco - RLG 2840 N. Germantown Pkwy., TN, Inc.       04-27011
Meldisco - RLG 2100 Pleasant Hill Rd., GA, Inc.         04-27012
Meldisco - RLG 4545 Poplar Rd., TN, Inc.                04-27013
Meldisco - RLG 4300 Ashford Dunwoody Rd., GA, Inc.      04-27014
Meldisco - RLG 4141 Easton Loop East, OH, Inc.          04-27015
Meldisco - MCW 4000 South Westcourt, MN, Inc.           04-27016
Meldisco - RLG Huntington Mall, WV, Inc.                04-27017
Meldisco - RLG 11356 Haynes Bridge Rd., GA, Inc.        04-27018
Meldisco - RLG 7875 Montgomery Rd., OH, Inc.            04-27019
Meldisco - RLG 6020 E. 82nd St., IN, Inc.               04-27020
Meldisco/Pay Less 10 North Eastern Ave., NV, Inc.       04-27021
Meldisco/Pay Less 110 West Platte Ave., Co., Inc.       04-27022
Meldisco - RA 11801 North Saginaw St., MI, Inc.         04-27023
Meldisco - RA 2022 East Spring St., IN, Inc.            04-27024
Meldisco/Pay Less 1100 Vista Ave., ID, Inc.             04-27025
Meldisco/Pay Less 11385 South 700 East, UT, Inc.        04-27026
Meldisco/Pay Less 110 Port Angeles, WA, Inc.            04-27027
Meldisco/Pay Less 1000 Pocatello Crk. Rd., ID, Inc.     04-27028
Meldisco - MCW 3333 South Bristol St., CA, Inc.         04-27029
Meldisco/Pay Less 1105 Martin Luther King Jr. Way, Inc. 04-27161
Meldisco-MCW 275 Kaahumanu Ave., Hi, Inc.               04-27180
Meldisco/Pay Less 598 N. Wilbur Ave., WA, Inc.          04-27260
Meldisco/Pay Less 501 S.W. 148th, WA, Inc.              04-27261
Meldisco/Pay Less 435 Liberty St., Or, Inc.             04-27262
Meldisco/Pay Less 333 Westfield St., OR, Inc.           04-27263
Meldisco/Pay Less Lewiston Center, ID, Inc.             04-27264
Meldisco/Pay Less 4920-A Evergreen, WA, Inc.            04-27265
Valley View Shopping CTR. Footaction, Inc.              04-27500
Washington Footaction, Inc.                             04-27501
Southwest Center Footaction, Inc.                       04-27502
Meldisco K-M Murrells Inlet, SC, Inc.                   04-27503
La Plaza Mall Footaction, Inc.                          04-27504
Berkley Mall Footaction, Inc.                           04-27505
Parkdale Mall Footaction, Inc.                          04-27506
Ocean County Mall Footaction, Inc.                      04-27507
Puente Hills Footaction, Inc.                           04-27508
Randhurst Mall Footaction, Inc.                         04-27509
Mall St. Vincent FootAction, Inc.                       04-27510
Forest Village Park Footaction, Inc.                    04-27511
Albany Mall Footaction, Inc.                            04-27514
Albuquerque Footaction, Inc.                            04-27515
Aurora Footaction, Inc.                                 04-27516
Baldwin Hills Footaction, Inc.                          04-27517
Bergen Footaction, Inc.                                 04-27518
The Parks Footaction, Inc.                              04-27519
Stony Brook Footaction, Inc.                            04-27520
St. Louis Center Footaction, Inc.                       04-27521
South Park Mall Footaction, Inc.                        04-27522
Columbia Footaction, Inc.                               04-27523
Birchwood Mall Footaction, Inc.                         04-27525
Hanes Mall Footaction, Inc.                             04-27526
Tulsa Promenade Footaction, Inc.                        04-27527
Cumberland Mall Footaction, Inc.                        04-27530
Eagle Ridge Footaction, Inc.                            04-27531
Almeda Footaction, Inc.                                 04-27532
Eastland Mall Footaction, Inc.                          04-27533
Edison Mall Footaction, Inc.                            04-27534
Topanga Footaction, Inc.                                04-27535
So. Orange Ave. Open Country, Inc.                      04-27536
Meldisco K-M 901-99 Market St., PA, Inc.                04-27537
Meldisco K-M 235 Prospect Ave., NJ, Inc.                04-27538
White Plains Galleria Footaction, Inc.                  04-27539
Willowbrook Mall Footaction, Inc.                       04-27540
Meldisco K-M Noble Creek Dr., IN, Inc.                  04-27541
Homewood, ILL., Meldisco K-M, Inc.                      04-27542
Belleville, IL, Meldisco K-M, Inc.                      04-27543
Madison Square Mall Footaction, Inc.                    04-27544
The Plaza Footaction, Inc.                              04-27545
Rio-West Mall Footaction, Inc.                          04-27546
Rock Hill Mall Footaction, Inc.                         04-27547
Signal Hill Mall Footaction, Inc.                       04-27548
Las Americas Footaction, Inc.                           04-27549
16300 Harlem, IL, Meldisco K-M, Inc.                    04-27550
Crestwood, IL, Meldisco K-M, Inc.                       04-27551
Meldisco K-M 701 Sixty-Eighth St., MI, Inc.             04-27552
Meldisco K-M 99 Matthews Dr., PA, Inc.                  04-27553
Meldisck K-M 200 Kent Landing, MD, Inc.                 04-27554
Meldisco K-M 19th St., TX, Inc.                         04-27555
Court St. Ill., Meldisco K-M, Inc.                      04-27556
Meldisco K-M 424 Dairy Rd., NY, Inc.                    04-27557
Meldisco K-M 363 So. Broadway, Co., Inc.                04-27558
Meldisco K-M 400 Western Ave., MA, Inc.                 04-27559
Meldisco K-M 430 W. Ridge Rd., IN, Inc.                 04-27560
Meldisco K-M 1470 No. Bridge St., Oh, Inc.              04-27561
Meldisco K-M 1487 N. High St., OH, Inc.                 04-27562
Meldisco K-M 1341 NW St. Lucie, Fl., Inc.               04-27563
Meldisco K-M 200 White Horse Pike, NJ, Inc.             04-27564
Meldisco K-M 1701 W. Edgar Rd., NJ, Inc.                04-27565
Meldisco K-M 301 Gardner Field Rd., CA, Inc.            04-27566
Meldisco K-M 399 Tarrytown Rd., NY, Inc.                04-27567
Meldisco K-M 500 Kamokila Blvd., NY, Inc.               04-27568
Meldisco K-M 839 New York Ave., NY, Inc.                04-27569
Meldisco K-M 11725 Bustleton Ave., Pa., Inc.            04-27570
Meldisco K-M 209 Kentlands Blvd., MD, Inc.              04-27571
Meldisco K-M 5 Garden Lane, NH, Inc.                    04-27572
Meldisco K-M 8th St., Fl., Inc.                         04-27573
Meldisco K-M 1245 Germantown Parkway, TN, Inc.          04-27574
Meldisco K-M 10331 University Ave., IA, Inc.            04-27575
Meldisco K-M 1000 Nutt Road, Pa., Inc.                  04-27576
Meldisco K-M 250 West 34th St., NY, Inc.                04-27577
Meldisco K-M 975 Fairmount Ave., NY, Inc.               04-27578
Meldisco K-M 104 Danbury Rd., Ct., Inc.                 04-27579
Meldisco K-M 720 Clairton Blvd., PA, Inc.               04-27580
Meldisco K-M 250 New road, NJ, Inc.                     04-27581
Meldisco K-M 3-10 St. Estate Thomas, VI, Inc.           04-27582
Meldisco K-M 770 Broadway, NY, Inc.                     04-27583
Chicago, IL, N. Elston, Meldisco K-M, Inc.              04-27584
Meldisco K-M 511 W. Sanilac, Mi., Inc.                  04-27585
Meldisco K-M Midway Park, NC, Inc.                      04-27586
Meldisco K-M 480 West St., NH, Inc.                     04-27587
Meldisco K-M 550 First Colonia Rd., Va., Inc.           04-27588
Meldisco K-M 655 Sunland Park, TX, Inc.                 04-27589
Meldisco K-M 605 Old Country Rd., NY, Inc.              04-27590
Meldisco K-M 350 Grossman Dr., Ma., Inc.                04-27591
Meldisco K-M 94-825 Luminina St., NY, Inc.              04-27592
Meldisco K-M 155 Twin City Mall, MO, Inc.               04-27593
Meldisco K-M 141 W. Lee Highway, VA, Inc.               04-27594
Meldisco K-M 10501 Pines Blvd., FL, Inc.                04-27595
Meldisco K-M 987 Route 6, NY, Inc.                      04-27596
Meldisco K-M Mitchell, SD, Inc.                         04-27597
Meldisco K-M Los Banos, CA, Inc.                        04-27598
Meldisco K-M Lufkin, TX, Inc.                           04-27599
Meldisco K-M Lumberton, NC, Inc.                        04-27600
Meldisco K-M Lock Haven, Pa., Inc.                      04-27601
Meldisco K-M Long Beach, MS, Inc.                       04-27602
Meldisco K-M Lorain, OH, Inc.                           04-27603
Meldisco K-M Laramie, Wy., Inc.                         04-27604
Meldisco K-M Malone NY, Inc.                            04-27605
Meldisco K-M Maplewood, MO, Inc.                        04-27606
Meldisco K-M Market Place, Al., Inc.                    04-27607
Meldisco K-M Marshall, MN, Inc.                         04-27608
Forest Park, IL, Meldisco K-M, Inc.                     04-27609
Fairview Heights, Il., Meldisco K-M, Inc.               04-27610
West Palm Feet, Inc.                                    04-27701
Brownsville Feet, Inc.                                  04-27702
Hurst Feet, Inc.                                        04-27703
Riverchase Feet, Inc.                                   04-27704
Whitehall Feet, Inc.                                    04-27705
Princeton Feet, Inc.                                    04-27706
Southwest Freeway Feet, Inc.                            04-27707
Daytona Beach Feet, Inc.                                04-27708
Alpharetta Feet, Inc.                                   04-27709
Galleria Pavilion Feet, Inc.                            04-27710
Desert Ridge Feet, Inc.                                 04-27711
Montgomery Feet, Inc.                                   04-27712
Norman Feet, Inc.                                       04-27713
Meldisco K-M Murdock, FL, Inc.                          04-27714
Meldisco K-M Mtn. Laurel Plaza, PA, Inc.                04-27715
Meldisco K-M Mission, TX, Inc.                          04-27716
Temple Footaction, Inc.                                 04-27885
Tanglewood Mall R#14 Footaction, Inc.                   04-27886
Media City Fan Club, Inc.                               04-27887
Memorial City Uprise, Inc.                              04-27888
Melbourne Square Fan Club, Inc.                         04-27889
Montebello Fan Club, Inc.                               04-27890
Meldisco K-M Lantana, FLA., Inc.                        04-27501
Meldisco K-M Langhorne, PA, Inc.                        04-27502
Meldisco K-M Hutchinson, Kan., Inc.                     04-27503
Meldisco K-M Lawton, Okla., Inc.                        04-27504
Meldisco K-M MT. Pleasant, MICH., Inc.                  04-27505
Meldisco K-M Halstead St., MICH., Inc.                  04-27506
Meldisco K-M Hilltop Dr., Calif., Inc.                  04-27507
Meldisco K-M Hunts Bridge Rd., SC, Inc.                 04-27508
Meldisco K-M Huntington, Ind., Inc.                     04-27509
Meldisco K-M Horseheads, NY, Inc.                       04-27510
Meldisco K-M Lewiston, ID, Inc.                         04-27511
Meldisco K-M Longmont, Colo., Inc.                      04-27512
Meldisco K-M Hampton, VA, Inc.                          04-27513
Meldisco K-M Hemet, Calif., Inc.                        04-27514
Meldisco K-M Hobbs, NM, Inc.                            04-27515
Meldisco K-M Jeffersonville, Ind., Inc.                 04-27516
Meldisco K-M Jefferson City, Mo., Inc.                  04-27517
Meldisco K-M Kalispell, Mo., Inc.                       04-27518
Meldisco K-M Longview, Tx., Inc.                        04-27519
Meldisco K-M Main St., Wisc., Inc.                      04-27520
Meldisco K-M Louisville, KY, Inc.                       04-27521
Meldisco K-M Hyannis, Mass., Inc.                       04-27522
Meldisco K-M Kingsport, Tenn., Inc.                     04-27523
Meldisco K-M Jackson, Tenn., Inc.                       04-27524
Meldisco K-M Lem Turner Rd., Fla., Inc.                 04-27525
Meldisco K-M Hwy. 33, VA, Inc.                          04-27526
Meldisco K-M Mall Blvd., Pa., Inc.                      04-27527
Meldisco K-M Lake Park, Fla., Inc.                      04-27528
Meldisco K-M Klamath Falls, Ore., Inc.                  04-27529
Meldisco K-M Cruces, NM, Inc.                           04-27530
Meldisco K-M Hooksett, NH, Inc.                         04-27531
Meldisco K-M Helena, Mont., Inc.                        04-27532
Meldsico K-M Hayward, Calif., Inc.                      04-27533
Miles Meldisco K-M Eastlake, Ohio, Inc.                 04-27534
Miles Meldisco K-M Chesapeake, Ohio, Inc.               04-27535
Miles Meldisco K-MCircle, KY, Inc.                      04-27536
Miles Meldisco K-M Citrus Avenue, Calif., Inc.          04-27537
Miles Meldisco K-M Bradentown, Fla., Inc.               04-27538
Miles Meldisco K-M Bellflower, Calif., Inc.             04-27549
Miles Meldisco K-M Beach Blvd Fla., Inc.                04-27550
Miles Meldisco K-M Banister Rd., Mo., Inc.              04-27551
Miles Meldisco K-M Bagley, Ohio, Inc.                   04-27552
Miles Meldisco K-M Costa Mesa, Calif., Inc.             04-27553
Miles Meldisco K-M Biscayne Fla., Inc.                  04-27554
Miles Meldisco K-M 72nd St., Wash., Inc.                04-27555
Miles Meldisco K-M 1401 Memorial, Ala., Inc.            04-27556
Miles Meldisco K-M 1801 So. 10th St., Tex., Inc.        04-27557
Miles Meldisco K-M Arvada, Colo., Inc.                  04-27558
Miles Meldisco K-M Bismark, N. Dak., Inc.               04-27559
Miles Meldisco K-M 1860 Central Ave., NY, Inc.          04-27560
Miles Meldisco K-M 2873 W., PA, Inc.                    04-27561

Type of Business: The Debtor is a footwear retailer competing in
                  two distinct sectors: family footwear and
                  athletic footwear. The Company offers a broad
                  assortment of branded athletic footwear and
                  apparel. See http://www.footstar.com/

Chapter 11 Petition Date: March 3, 2004

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Paul M. Basta, Esq.
                  Weil Gotshal & Manges
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8772
                  Fax: 212-310-8007

Total Assets: $762,500,000

Total Debts:  $302,200,000

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Nike USA, Inc.                Trade Debt             $19,419,857
Kim Stewart
One Bowerman Drive
Beaverton, OR, 97005-6453

Reebok International Ltd.     Trade Debt              $3,957,590
Dick Fey
21626 Network Place
Chicago, IL, 60673

New Balance Athletic          Trade Debt              $2,946,208
Kathy Cardinale
PO Box 31978
Hartford, CT, 06150-1978

Simon                         Lessor                  $1,529,322
Cynthia Baker
115 West Washington Street
Indianapolis, IN, 46204

Asics Tiger Corp.             Trade Debt              $1,442,378
Charlene Swan
PO Box 827483
Philadelphia, PA, 19182-7483

K-Swiss Inc.                  Trade Debt              $1,371,214
Bob Carter
31248 Oak Crest Drive
Westlake Village, CA, 91361

S Goldberg & Co. Inc.         Trade Debt              $1,309,987
Bernie Lifer
20 E Broadway
Hackensack, NJ, 07601

KPMG                          Professional Contract   $1,024,959
Tony Truglio
PO Box 120001 Dept 0511
Dallas, TX, 75312-0511


Salland Industries Ltd.       Trade Debt                $981,991
John Bronsky
1400 N Miami Gardens Drive,
Ste 212 N
Miami Beach, FL, 33179

Implus Corporation            Trade Debt                $904,618
Elizabeth Henley
PO Box 601469
Charlotte, NC, 28260-1469

Adidas Sales, Inc.            Trade Debt                $803,918
Lorna Frost
5055 N Greeley Ave
Portland, OR, 97217

Timberland                    Trade Debt                $699,733
Christina Schiel
PO Box 92550
Chicago, IL, 60675-2550
Tel: 800-258-0855 ext 2181
Fax: 603-773-1639

Angel-Etts Of California      Trade Debt                $632,931
Inc.
David Mankowitz
844 Moraga Drive
Los Angeles, CA, 90049

General Growth Properties,    Lessor                    $628,328
Inc.
Shelia Adams
110 North Wacker Drive
Chicago, IL, 60606

Fila U.S.A.                   Trade Debt                $556,543
Pete Klinka
1 Fila Way
Sparks, MD, 21152

Cp International Corp.        Trade Debt                $527,210
Bob Cook
165 N Dean St.
Englewood, NJ, 07631

The Newspaper Network Inc.    Advertising               $504,626
Cindy Miller
PO Box 848159
Dallas, TX, 75284-8159

Jeff Gordon                   Severance                 $504,323
Jeff Gordon
2021 N. Magnolia
Chicago, IL, 60614

CBL & Associates Management,  Lessor                    $346,270
Inc.
Jim Anders
2030 Hamilton Place Blvd.,
Suite 500
Chattanooga, TN 37421

The Rouse Company             Lessor                    $322,156
Clarke Abrun
10275 Little Patuxent Parkway
Columbia, MD 21044


FRANCIS GROUP: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Francis Group Holding Corp.
        1194 Nostrand Avenue
        Brooklyn, New York 11225

Bankruptcy Case No.: 04-13002

Chapter 11 Petition Date: March 2, 2004

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Jennifer L. Bernstein, Esq.
                  Pitnick & Margolin
                  6800 Jericho Turnpike, Suite 206W
                  Syosset, NY 11791
                  Tel: 516-921-3838
                  Fax: 516-921-3824

Total Assets: $2,039,000

Total Debts:  $566,102

Debtor's 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
JER Revenue Services, LLC                  $382,243
6 Devine Street
North Haven, CT 06473

JER Revenue Services, LLC                  $109,022

JER Revenue Services, LLC                   $74,837


FREEDOM COMMS: S&P Rates Proposed $1.1B Senior Secured Debt at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Freedom Communications Inc.'s planned $1.1 billion senior secured
credit facilities, consisting of a $100 million six-year revolving
credit facility, $250 million six-year senior secured tranche A
term loan facility, and $750 million eight-year tranche B term
loan facility.

At the same time, recovery ratings of '3' were assigned to these
facilities. Standard & Poor's also assigned a 'BB' corporate
credit rating to the company. The outlook is stable.

The 'BB' senior secured debt rating is the same as the company's
corporate credit rating; this and the '3' recovery ratings
indicate a meaningful recovery (50%-80%) of principal in the event
of a default. Proceeds from the new credit facilities, combined
with new cash equity from The Blackstone Group and Providence
Equity Partners, will be used primarily to repurchase Freedom
common stock from exiting shareholders and to refinance existing
debt.

Headquartered in Irvine, California, Freedom publishes 28 daily
and 38 weekly metropolitan and community newspapers in 11 states,
including The Orange County Register, and operates eight broadcast
television stations in seven states. Newspaper operations account
for the majority of revenues and cash flow. The company is
expected to have about $1 billion of debt outstanding following
the close of the credit facilities.

The ratings on Freedom reflect the company's significant pro forma
debt levels relative to its EBITDA base, attributable to the
planned recapitalization. In addition, there are revenue and cash
flow concentrations with the Orange County Register unit, which
also faces competitive pressures from Tribune Co.'s Los Angeles
Times. Given the new equity investors, the company's longer-term
operating and financial strategies is expected to evolve over
time. Like other media companies, Freedom continues to face some
challenging operating conditions. There is uncertainty over the
strength of the advertising recovery, as well as greater employee
benefit costs and higher newsprint prices. However, the company's
television operations should benefit this year from increased
political advertising. These factors are tempered by the
geographic diversity of Freedom's operations, relative stability
of the community newspaper units, and meaningful cash flow
generation after capital expenditures and dividends.

The company does not publicly disclose its financial statements.
Freedom's pro forma financial profile is weak for the 'BB'
corporate credit rating. However, Standard & Poor's expects that
the company will focus on debt reduction in the intermediate term.


GARDEN RIDGE: Seeks to Continue Employing Ordinary Course Profs.
----------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates ask permission
from the U.S. Bankruptcy Court for the District of Delaware to
continue the employment of the professionals they turn to in the
ordinary course of their businesses.

The Debtors desire to continue to employ the Ordinary Course
Professionals to render services similar to those services
rendered prior to the Petition Date. These services include, among
others, labor and employment counsel, general corporate counsel
and collections counsel.

The Debtors point out that it is impractical and inefficient to
submit individual applications and proposed retention orders for
each of the Ordinary Course Professionals in these cases.
Accordingly, the Debtors request that this Court dispense with the
requirement of individual employment applications and retention
orders with respect to each Ordinary Course Professional.

The Debtors seek to pay each Ordinary Course Professional, without
a prior application to the Court, 100% of such professional's fees
and disbursements following the submission of an appropriate
invoice setting forth in reasonable detail the nature of the
services rendered and disbursements actually incurred.  The fees
will be up to the lesser of:

   (a) $25,000 per month per Ordinary Course Professional or

   (b) $100,000 per year, in the aggregate, per Ordinary Course
       Professional

The Debtors explain that it is essential that the employment of
the Ordinary Course Professionals, who are already familiar with
the Debtors' affairs, be continued on an ongoing basis to enable
them to conduct their ordinary business affairs without
disruption.

Headquartered in Houston, Texas, Garden Ridge Corporation
-- http://gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The company
filed for chapter 11 protection on February 2, 2004 (Bankr. Del.
Case No. 04-10324).  Joseph M. Barry, Esq., at Young Conaway
Stargatt & Taylor LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over $100
million each.


GATEWAY: Expects eMachines Merger Agreement to Close Next Week
--------------------------------------------------------------
At the Morgan Stanley Semiconductor & Systems Conference held
March 1, 2004, Gateway (NYSE: GTW) CFO Rod Sherwood provided an
update on the company's performance and its previously announced
merger with eMachines, Inc. Mr. Sherwood said that the company
expects the agreement to close by the end of next week, subject to
final regulatory approvals.

During the question and answer portion of the presentation, Mr.
Sherwood provided an update on the company's ongoing restructuring
efforts, which were announced in the third quarter of 2003. He
explained that Gateway's employee levels were at about 7,400 at
the end of 2003, and that that number was projected to go down to
the mid-5,000 range over the next few months. He reiterated that
these reductions were a part of the "ongoing evolution of
outsourcing started in Q3 and Q4" of 2003.

Many of these reductions have already taken place and the
company's current headcount is approximately 6,500 employees. The
company said that no decisions have yet been made regarding
possible headcount impacts related to its integration with
eMachines.

Mr. Sherwood's Morgan Stanley Conference presentation was webcast
live at 4:45pm PST/7:45pm EST on March 1,2004. A replay of the
presentation will be available at http://www.gateway.comfor 30
days.

                         About Gateway

Since its founding in 1985, Gateway (NYSE: GTW) (S&P, B+ Corporate
Credit Rating, Stable) has been a technology and direct-marketing
pioneer, using its call centers, web site and retail network to
build direct customer relationships. As a branded integrator of
personalized technology solutions, Gateway offers consumers,
businesses and schools a wide range of thin TVs, digital cameras,
connected DVD players, enterprise systems and other products,
which work seamlessly with its award-winning line of PCs. Gateway
products and services received more than 130 awards and honors
last year. Visit http://www.gateway.com/


GEMSTAR TV GUIDE: FY 2003 Net Loss Narrows to $577.4 Million
------------------------------------------------------------
Gemstar-TV Guide International, Inc. (NASDAQ: GMST) announced that
for the fourth quarter ended December 31, 2003, the Company had a
net loss of $491.4 million, or $(1.20) per diluted share, which
included a non-cash impairment charge of intangible assets of
approximately $416.5 million and a $75 million charge related to
shareholder litigation and certain other legal matters. This
compares to a net loss of $1.3 billion, or $(3.19) per diluted
share in the fourth quarter of 2002, which included a non-cash
impairment charge of intangible assets of $1.1 billion. Fourth
quarter revenues in 2003 decreased by $27.6 million, or 11.3% to
$217.1 million, down from $244.7 million in the comparable prior
year quarter.

Operating loss for the fourth quarter ended December 31, 2003 was
$501.5 million, which included amortization and depreciation
charges of $17.5 million as well as the $416.5 million impairment
charge and the $75.0 million in legal charges noted above.
Operating loss for the fourth quarter ended December 31, 2002 was
$1.2 billion, which included amortization and depreciation charges
of $68.3 million and the $1.1 billion impairment charge noted
above.

The Company had a net loss of $577.4 million or $(1.41) per
diluted share for the year ended December 31, 2003 compared to
$6.4 billion or $(15.64) per diluted share for the year ended
December 31, 2002. Revenues in 2003 decreased by $122.7 million,
or 12.3%, to $878.7 million, down from $1,001.4 million in the
prior year.

"From a financial perspective, we are obviously pleased to be
turning the page on 2003. However, the past year was a successful
time for the Company, as we made substantial progress in key areas
of our businesses," said Jeff Shell, CEO of Gemstar-TV Guide. "We
have resolved many of our corporate and legal challenges, signed
critical licensing agreements including long-term arrangements
with the four largest MSOs in North America and 12 of the leading
worldwide consumer electronics manufacturers, and took important
measures to improve the quality of our products across the board.
These developments will result in a contractually committed
revenue base, decreased corporate and legal costs, and, most
importantly, critical distribution for our products. Taken
together, these steps provide the foundation for significantly
improved financial performance in the future."

                         Key Developments

-- In December 2003, the Company signed a long-term licensing and
distribution agreement for DirecTV, Inc. to use Gemstar-TV Guide's
intellectual property and technology, as well as the TV Guide
brand, in interactive program guides ("IPG") across its subscriber
base. Under this agreement, which was effective in January 2004,
Gemstar is receiving fees from DirecTV for a non-exclusive patent
license that allows DirecTV to use Gemstar's intellectual property
and technology in its own IPGs or, alternatively, in IPGs supplied
to DirecTV by its vendors. In addition, the launch of TV Guide
Channel on DirecTV in January added more than 10 million
households to the network's distribution.

-- Gemstar-TV Guide's Consumer Electronics Group reached IPG
licensing agreements with LG Electronics, Sony and Mitsubishi. The
LG Electronics agreement allows LG to incorporate TV Guide On
Screen, Gemstar-TV Guide's IPG for consumer electronics, into
digital television products, digital video recorders ("DVR") and
DVD recorders sold in North America. Among the first LG products
to include TV Guide On Screen will be a new HDTV DVR and a unique
60-inch rear-projection LCD integrated high-definition television
with a built-in DVR. The Company's multi-year licensing agreement
with Sony allows Sony to incorporate Gemstar-TV Guide's IPG for
the consumer electronics arena into certain Sony digital products
in Japan. The licensed products include digital recording devices
and televisions. The multi-year licensing agreement with
Mitsubishi allows Mitsubishi to incorporate TV Guide On Screen
into Mitsubishi digital televisions and digital recorders in North
America.

-- In February 2004, Gemstar-TV Guide agreed to enter into a long-
term non-exclusive patent license and distribution agreement with
Comcast Corporation, which includes a one-time payment by Comcast
to Gemstar-TV Guide of $250 million in cash at the closing. The
payment provides Comcast with the right to use Gemstar's
intellectual property and technology as well as the TV Guide brand
and content on its IPGs. Gemstar-TV Guide and Comcast also agreed
to form a joint IPG development group, with the goal of creating
an industry-leading guide for Comcast and the cable industry. The
joint development group will use the existing TV Guide Interactive
IPG as a foundation for its development. Additionally, Gemstar
will enter into new distribution arrangements with Comcast that
provide for carriage of the TV Guide Channel, as well as the
launch of TV Guide On Demand and the TVG Network throughout
various Comcast systems. The transaction is expected to close in
the second quarter of 2004.

-- In February 2004, Gemstar-TV Guide and Pioneer Electronics
signed multi-year licensing agreements under which Pioneer has
licensed the right to incorporate Gemstar-TV Guide's IPG for
consumer electronics products into Pioneer digital televisions and
digital recorders in North America, Japan and Europe. The
agreements also include a patent license that enables Pioneer to
incorporate Gemstar-TV Guide's technology into Pioneer's digital
cable set-top boxes and its IPG in North America. The deal
includes a one-time payment of $14 million and resolves all
outstanding litigation between the two companies.

-- In February 2004, the Company reached an agreement to settle
the consolidated shareholder class action lawsuits pending in the
U.S. District Court for the Central District of California.
Charges in the suits relate to certain accounting practices and
financial reporting under former management. Under the agreement,
the total settlement amount is $67.5 million, which will be paid
in cash and stock. As part of the settlement, Gemstar-TV Guide
will assign to the class certain of its claims against its former
auditors, KPMG. The class retains all of its securities fraud
claims against the Company's former CEO and CFO and former
auditors. Gemstar-TV Guide retains all of its claims against its
former CEO and CFO and its claims against its insurance carriers
related to the defense and settlement of these actions and related
matters. The settlement does not resolve the related shareholder
derivative suits or the non-consolidated securities fraud cases
still pending against the Company.

-- And finally, Gemstar-TV Guide announced an agreement with
EchoStar Communications Corporation which includes a long-term
non-exclusive patent license allowing EchoStar to utilize Gemstar-
TV Guide's intellectual property and technology, as well as the TV
Guide brand and content, on its IPGs. Gemstar also agreed to sell
substantially all of the Company's assets relating to its
SuperStar/Netlink LLC ("SNG"), UVTV distribution services and
SpaceCom businesses (collectively, "the SNG businesses"), and to
enter into agreements for EchoStar to launch the TV Guide Channel,
and to extend distribution of the TVG Network on its DISH Network.
As part of these agreements, EchoStar will pay Gemstar-TV Guide
approximately $238 million in a one-time, cash payment. The
parties also signed an agreement that resolves all outstanding
litigation between the two companies. The transaction is expected
to close in the second quarter of 2004.

                    Updated 2004 Outlook

For the year ending December 31, 2004, the Company expects to
achieve operating income of $44.0 million to $69.0 million, which
includes depreciation, amortization and stock compensation of
approximately $42.0 million. This operating income guidance
excludes approximately $14.0 million of partial-year income from
the SNG businesses (not including any gain or loss and income tax
effects on the pending sale). The $14.0 million in income will be
recorded as part of discontinued operations and will be presented
apart from and below the Company's operating income on its
consolidated statement of operations. The Company's updated
outlook includes one-time payments and recurring revenue to be
received from Pioneer, Samsung, EchoStar and Comcast, all
associated with those recent transactions. This guidance reflects
the elimination of revenues and income from the Company's SNG
businesses after March 31, 2004. The sale of the SNG businesses
are subject to certain closing conditions and such closing date
could be materially different than the March 31, 2004 date used in
this guidance. These expectations do not include any financial
impact arising from the resolution of any of the Company's pending
legal proceedings, except as specifically noted above.

                    4Q03 Segment Performance

Publishing Segment

For the three months ended December 31, 2003, revenues for the
Publishing Segment were $108.0 million, a decrease of $15.4
million or 12.5% from revenues of $123.3 million in the prior year
quarter. This decrease in revenues was primarily due to declines
in newstand and subscriber circulation revenue of $13.2 million as
well as a decrease in advertising revenue of $4.9 million at TV
Guide magazine offset by a $1.8 million increase in revenue at
SkyMall. In September 2003, TV Guide magazine debuted its first
significant redesign in many years. While the relaunch helped to
stabilize subscription and advertising revenue at TV Guide
magazine, newsstand sales have continued to decline.

As previously announced, the Company planned to invest
approximately $20.0 million in the magazine. Through December 31,
2003, the Company spent substantially all of this investment, with
$4.4 million having been spent in the fourth quarter of 2003.
Additionally, the Company took a non-cash impairment charge of
approximately $416.5 million in the fourth quarter of 2003.
Approximately $391.0 million of this non-cash charge related to
the writing down of certain goodwill and indefinite-lived
intangible assets associated with TV Guide magazine, with the
remaining amount being primarily related to the write down of
certain goodwill and finite-lived intangible assets at the
Company's C-band business in the Cable and Satellite Segment.

For the three months ended December 31, 2003, Adjusted EBITDA for
the Publishing Segment was $(1.7) million, an increase of $10.5
million from the prior year quarter. The increase is due to
reduced expenses at the Company's eBook operations of $24.1
million, including a $16.2 million reserve for lease abandonment
recorded in the fourth quarter of 2002 and a $3.6 million decrease
in the cost of magazine production, primarily from reduced paper
and postage expenses, offset by a $15.4 million decline in
revenues and the $4.4 million investment noted above.

Cable and Satellite Segment

For the three months ended December 31, 2003, revenues for the
Cable and Satellite Segment were $84.2 million, a decrease of
$12.4 million or 12.8%, from revenues of $96.6 million in the
prior year quarter. This decrease in revenues was primarily
attributable to decreased subscriber and conversion revenues of
$17.7 million at the SNG businesses, including operations of UVTV
and Spacecom, decreased revenues at TV Guide Interactive of $2.8
million, offset by increased wagering revenue at TV Games ("TVG")
of $2.2 million and a $4.4 million increase in advertising and
subscription revenues at TV Guide Channel.

As expected, the C-band direct-to-home satellite market, in which
SNG operates, continues to decline due to the growth of newer
generation DSS systems and continued cable system expansions. As
of December 31, 2003, SNG provided service to 236,000 C-band
subscribers, a decrease of 11.3% from the 266,000 subscribers
served by SNG as of September 30, 2003 and a decrease of 34.6%
from the 361,000 subscribers served by SNG at December 31, 2002.
Today, the Company entered into an agreement with EchoStar that
includes the sale of substantially all of the assets of SNG.

The decrease in TV Guide Interactive revenues was primarily due to
a decrease in advertising revenues. TV Guide Interactive added
more than 400,000 subscribers during the fourth quarter of 2003.

The increase in revenues at TVG resulted primarily from strong
wagering revenues at our licensees and a 52% growth in TVG
wagering account holders. At December 31, 2003, TVG was available
in 12.3 million domestic satellite and cable homes versus 11.5
million in the third quarter of 2003 and 8.4 million in the fourth
quarter of 2002.

For the three months ended December 31, 2003, Adjusted EBITDA for
the Cable and Satellite Segment was $25.2 million, a decrease of
$16.0 million or 38.8% from Adjusted EBITDA of $41.1 million in
the prior year quarter. The decline was primarily due to revenue
declines noted above at the SNG businesses as well as increased
expenses at TV Guide Interactive and TV Guide Channel primarily
related to significant product development, enhancement
initiatives and severance expenses. The declines were offset by
increased advertising revenues at TV Guide Channel and decreases
in expenses primarily due to reduced programming fees at SNG
associated with the decrease in C-band subscribers.

Consumer Electronics Licensing Segment

For the three months ended December 31, 2003, revenues for the
Consumer Electronics Licensing (CE Licensing) Segment were $24.9
million, which were essentially flat from the same quarter last
year, as declines in revenues from VCR+ were offset by increases
in revenues from Guide+ and from DSS licensing. Recurring revenues
from DSS licensing in this segment will decline dramatically
beginning in the first quarter of 2004 due to the Company's
agreement with DirecTV. DirecTV will pay Gemstar-TV Guide
recurring license fees based initially on new subscribers,
replacing the manufacturers' per unit license fees paid in 2003.

For the three months ended December 31, 2003, Adjusted EBITDA for
the CE Licensing Segment was $5.2 million, an increase of $11.3
million from Adjusted EBITDA of $(6.1) million in the prior year
quarter. This increase was primarily attributable to a decrease in
bad debt expense and lower legal expenses.

Corporate Segment

For the three months ended December 31, 2003, Adjusted EBITDA for
the Corporate Segment was $(95.9) million, a decrease of $39.2
million from Adjusted EBITDA of $(56.7) million in the prior year
quarter. The decrease was primarily due to the $75.0 million
charge for legal matters recorded in the fourth quarter of 2003
offset by charges recorded in the fourth quarter of 2002 of $5.7
million related to a settlement with the Department of Justice and
$25.9 million for the November 2002 management restructuring as
well as higher audit fees in the fourth quarter of 2002 in
connection with the Company's restatement of its financial
statements.

          Discussion of Cash and Liquidity Position

As of December 31, 2003, the Company's cash, cash equivalents and
current marketable securities were $262.3 million, excluding
restricted cash of $37.5 million. Outstanding debt and capital
lease obligations - both short and long term - were $140.8
million, resulting in cash and cash equivalents and current
marketable securities in excess of debt and capital lease
obligations of $121.4 million, excluding $37.5 million in
restricted cash. During the fourth quarter of 2003, the Company
repaid $21.3 million in debt and capital lease obligations and
received approximately $24.3 million from the exercise of stock
options primarily by former executives.

          About Gemstar-TV Guide International, Inc.

Gemstar-TV Guide International, Inc. (S&P, BB- Corporate Credit
Rating, Stable Outlook), is a leading media and technology company
that develops, licenses, markets and distributes technologies,
products and services targeted at the television guidance and home
entertainment needs of consumers worldwide. The Company's
businesses include: television media and publishing properties;
interactive program guide services and products; and technology
and intellectual property licensing. Additional information about
the Company can be found at http://www.gemstartvguide.com/


GEORGIA-PACIFIC: Plans to Redeem 9.625% Debentures Due in 2022
--------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) elected to call $250 million of
its 9.625 percent debentures due March 15, 2022.  The company
anticipates that the debentures will be redeemed on or about
March 31, 2004.

Georgia-Pacific said it will use funds available under its
revolving credit facility to redeem these debentures. The company
expects to record a first quarter 2004 pretax charge of
approximately $11.5 million for call premiums and to write off
deferred debt issuance costs. The debentures initially were issued
by the company in 1992.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative)is one of the world's leading
manufacturers and marketers of tissue, packaging, paper, building
products, pulp and related chemicals. With 2003 annual sales of
more than $20 billion, the company employs approximately 61,000
people at 400 locations in North America and Europe.  Its familiar
consumer tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products business has long been among the
nation's leading suppliers of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.  For more information, visit http://www.gp.com/


GLOBAL CROSSING: Court Expunges 7 Amended & Superseded Claims
-------------------------------------------------------------
The Global Crossing Debtors and the Creditors Committee appointed
in the Debtors' Chapter 11 cases object to seven amended and
superseded claims.  Accordingly, Judge Gerber disallows and
expunges these Original Claims in their entirety, and preserves
the Amended Claims:

                               Original    Amended       Amended
Creditor                       Claim No.   Claim No.     Amount
--------                       ---------   ---------     -------
APCC Services, Inc.               4910       10925   $72,384,285
                                  4936
Data Net System, L.L.C.           4935       10922     3,797,843
Davel Communications, Inc.        4934       10923     3,557,437
Fibernet Equal Access LLC         3773       10971       402,724
Intera Communications Corp.       4933       10924     8,722,639
Matzinger, Matthew                2294        6480         4,224
(Global Crossing Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HAYES LEMMERZ: Amalgamated Gadget Discloses 8.6% Equity Stake
-------------------------------------------------------------
William Holloway of Scepter Holdings, Inc. discloses with the
Securities and Exchange Commission that Amalgamated Gadget, L.P.
beneficially owns 2,585,179 or 8.6% shares of Hayes Lemmerz
International, Inc. outstanding common stock.  Scepter is the
sole general partner of Amalgamated.

Amalgamated acquired the shares for and on behalf of R2
Investments, LDC, pursuant to an Investment Management Agreement.
Amalgamated has sole voting and dispositive power over the
shares.  R2 Investments has no beneficial ownership of the
shares.

The Shares include 42,964 shares of Common Stock obtainable upon
exchange of 9,936 shares of Series A Exchangeable Preferred Stock
issued by HLI Operating Company, Inc.  The exchange rate of the
Preferred Stock is equal to $100, plus any accrued and unpaid
dividends, whether or not declared, divided by $23.125, or
$4.324.  Under Rule 13d-3(d)(1)(i) of the Securities and Exchange
Act of 1934, the number of Hayes shares deemed to be outstanding
is 30,042,964.

Pursuant to Rule 13d-3, Mr. Holloway relates that Scepter may be
deemed to be the beneficial owner of the 2,585,179 shares.
Geoffrey Raynor, the President and sole shareholder of Scepter,
may also be deemed to be the beneficial owner of the 2,585,179
shares.

Amalgamated, acting through Scepter, and Mr. Raynor, has the sole
power to vote and dispose of the 2,542,215 shares. (Hayes Lemmerz
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


HOLMES GROUP: December 2003 Equity Deficit Tops $18.6 Million
-------------------------------------------------------------
The Holmes Group, Inc. reported higher sales and improved profits
for its 2003 fourth quarter and fiscal year.

Net sales for the fourth quarter ended December 31, 2003 increased
1.7% to $209.3 million from $205.8 million in the comparable
period of 2002. Net income totaled $33.6 million for the fourth
quarter of 2003 compared to a net loss of $10.5 million in the
2002 fourth quarter. The 2002 fourth quarter results included the
accrual of $24.9 million of restructuring costs and $7.2 million
of inventory writedowns related to the closing of the Company's
domestic manufacturing operations.

For the 2003 fiscal year, the Company's net sales totaled $623.8
million, an increase of 2.5% from the net sales level of $608.6
million in fiscal 2002. Net income was $52.2 million in 2003,
compared to a net loss of $57.9 million in 2002. The 2002 results
included restructuring costs and inventory writedowns totaling
$35.2 million related to the manufacturing shutdown and $31.9
million of gains related to the sale of a business and the
retirement of debt. In fiscal 2002, the Company also adopted SFAS
No. 142 and recorded a goodwill impairment charge totaling $79.8
million as a result of this change in accounting principle.

On an adjusted EBITDA basis, the Company made substantial progress
in improving its profitability during the year with adjusted
EBITDA in 2003 increasing 23% to $86.7 million from $70.5 million
of adjusted EBITDA in 2002. The Company presents adjusted EBITDA
in order to facilitate comparisons in operating results from year
to year. The Company defines EBITDA as the total of operating
income before depreciation and amortization, other expense
(income) and joint venture earnings. Adjusted EBITDA excludes
certain charges related to restructuring activities and other one-
time gains and losses.

Peter J. Martin, President and CEO of The Holmes Group, Inc.,
commented, "We are encouraged by the increased sales and improved
profits for our fourth quarter and the 2003 fiscal year. During
the year, we made progress in both of our major businesses, Rival
and Crock-Pot kitchen appliances and Holmes and Bionaire home
environment products, despite a sluggish retail environment,
especially in the first six months of last year. In fiscal 2003,
we were also able to expand the distribution of our products in
international markets. From a balance sheet perspective, our
improved profitability and our focus on working capital management
led to a substantial reduction in debt during the year. As of
December 31, 2003, the Company's total debt was $204.8 million, a
reduction of $70.4 million or 25.6% below our debt level of a year
ago."

The Holmes Group, Inc.'s December 31, 2003 balance sheet shows a
stockholders' equity deficit of $18,560,000 compared to
$74,516,000 the prior year

The Company has scheduled a fourth quarter conference call on
Thursday, March 4, 2004 at 10 a.m. EST for its bondholders and
other interested parties. Please call Ms. Kay Ford at (508) 422-
1642 to register for participation in the conference call.


The Holmes Group, Inc., a fully integrated consumer products
company, headquartered in Milford, Massachusetts, with offices and
manufacturing facilities worldwide, is a leading manufacturer of
consumer products for Home Environment, Kitchen and Lighting. With
well-known brands such as Bionaire(R); Crock-Pot(R);
FamilyCare(R); Holmes(R); MASTERGLOW(R); Patton(R); Rival(R); and
White Mountain(R), The Holmes Group continuously develops,
manufactures and distributes innovative, high quality products to
meet consumer demands.


HOMAN INC: Section 341(a) Meeting Slated for March 23, 2004
-----------------------------------------------------------
The United States Trustee will convene a meeting of Homan, Inc.'s
creditors at 2:00 p.m., on March 23, 2004 at Ohio Building, 420
Madison Ave, Room 680, Toledo, Ohio 43604. This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Maria Stein, Ohio, Homan, Inc.
-- http://www.homaninc.com/--  is a retailer of livestock
materials handling equipment, construct buildings used for animal
confinement.  The Company filed for chapter 11 protection on
February 3, 2004 (Bankr. N.D. Oh. Case No. 04-30578).
Steven L. Diller, Esq., represents the Debtor in its restructuring
efforts. When the Debtor filed for protection from its creditors,
it listed $5,315,023 in debts and an undetermined asset.


INTERACTIVE HEALTH: S&P Assigns Low-B Credit & Sr. Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to robotic massage chair producer and marketer
Interactive Health LLC and its wholly owned subsidiary,
Interactive Health Finance Corp.

At the same time, Standard & Poor's assigned its 'B-' senior
unsecured debt rating to the company's proposed $80 million in
senior unsecured notes due 2011, to be co-issued by Interactive
and Interactive Finance. The proposed notes are rated one notch
below the company's corporate credit rating, reflecting their pro
forma junior position relative to the firm's secured debt. The
ratings are based on preliminary terms and are subject to review
once final documentation is received. The notes are to be issued
under Rule 144A with registration rights.

Proceeds from the notes offering will be used to repay
Interactive's existing indebtedness and to make a distribution to
its parent company, which will distribute the funds to its
stockholders.

The outlook for both Interactive and Interactive Finance is
stable.

Standard & Poor's estimates that Interactive will have about $80
million of total debt outstanding at closing.

"The ratings on Interactive, as well as its wholly owned
subsidiary Interactive Finance, reflect its substantial debt
levels, narrow product focus, small size, customer and supplier
concentration, and the discretionary nature of massage chair
sales," said Standard & Poor's credit analyst Martin S. Kounitz.
"Somewhat offsetting these factors are the company's leading
market position in the luxury massage chair category as well as
its innovative product designs and marketing strategy."

Long Beach, California-based Interactive is a producer and
marketer of branded robotic massage chairs (which represented 87%
of the company's sales for the fiscal year ended Dec. 31, 2003).
Despite the company's narrow product portfolio, Interactive is the
largest provider of massage chairs in the U.S., leading the market
in this niche industry with an estimated 89% share.


JACKSON PRODUCTS: Wants to Continue Vinson & Elkins' Employment
---------------------------------------------------------------
Jackson Products, Inc., and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the Eastern District Of
Missouri, Eastern Division, to hire Vinson & Elkins L.L.P. as
their Special Counsel.

The Debtors told the Court that before the Petition Date, they
consulted with and retained Vinson & Elkins to provide advice and
representation concerning general corporate matters, solicitation
of an exchange offer under the securities laws, other options to
restructure their financial affairs and the possibility of filing
for protection under chapter 11 of the Bankruptcy Code if the
exchange offer was unsuccessful.

In this chapter 11 case, the Debtors have selected Vinson & Elkins
as special counsel because they believe that the firm is
intimately familiar with the transactional and bankruptcy issues
in the cases. Vinson & Elkins has expertise, experience and
knowledge in the matters related to the transactions and
bankruptcy. If the Debtors will discontinue their relationship
with Vinson & Elkins, then they would incur expense, delay and
hardship.

Vinson & Elkins will provide services that will generally include
legal assistance regarding the transition of and support of the
bankruptcy matters to Debtors' counsel, Gallop, Johnson & Neuman,
P.C., as well as the transactional work related to the Debtors'
businesses.

Bruce C. Herzog, Esq., reports that the hourly rates of the Firms'
attorneys expected to perform legal services generally range from:

         Position             Billing Rate
         --------             ------------
         partners             $350 to $590 per hour
         associates           $180 to $345 per hour
         paraprofessionals    $70 to $150 per hour

Headquartered in St. Charles, Missouri, Jackson Products, Inc. --
http://www.jacksonproducts.com-- designs, manufactures and
distributes safety products of personal protective wear including
hard hats, safety glasses, hearing protectors and welding masks.
The Company filed for chapter 11 protection on January 12, 2004
(Bankr. E.D. Miss. Case No. 04-40448).  Holly J. Warrington, Esq.,
and William L. Wallander, Esq., at Vinson and Elkins LLP represent
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed estimated debts and
assets of more than $100 million each.


J.C. PENNEY: Fitch Anticipates Stable Outlook after Eckerd Sale
---------------------------------------------------------------
Fitch Ratings anticipates that it should be able to revise its
Rating Outlook on J. C. Penney Co., Inc. to Stable from Negative
upon completion of the sale of its Eckerd drugstore business.
Penney classified Eckerd as a discountinued operation as of
Jan. 31, 2004, and an agreement to sell the business is expected
to be announced in the near term.

Fitch currently rates Penney's $1.5 billion secured bank facility
'BB+', its senior unsecured notes 'BB', and its convertible
subordinated notes 'B+'. The Rating Outlook is currently Negative
reflecting weak operating trends in the Eckerd business and the
long-term challenges facing the department store sector.
Approximately $5.4 billion of debt is currently outstanding.

The ultimate price and use of proceeds from the sale of the Eckerd
business are uncertain at this time. However, assuming the sale
takes place and that part of the proceeds are allocated to debt
reduction, Fitch believes that, at a minimum, it will be able to
revise Penney's Rating Outlook to Stable. If a substantial portion
of the sale proceeds are allocated to debt reduction, a more
positive rating action could result.

Penney continues to make progress in turning around its department
stores and catalog/internet business. The segment's comparable
store sales increased a respectable 3.2% in the fourth quarter of
2003, and have been positive for three consecutive years. The
segment's operating margin improved to 4.4% in 2003 from 3.9% in
2002, toward a 2005 goal of 6-8%. Fitch believes that the low end
of this range is achievable, but that the high end may be a
stretch. In addition, Penney's liquidity is solid, with nearly $3
billion of cash on hand as of year-end 2003. This more than covers
seasonal working capital needs of around $1 billion, debt
maturities of $850 million over the next two years, and negative
free cash flow estimated at $150 million in 2004.

Fitch will comment further when Penney announces a definitive
agreement to sell Eckerd, and provides additional detail regarding
the use of proceeds from the transaction.


JUSTIN TANKS LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Justin Tanks LLC
        516 Slade Avenue
        Elgin, Illinois 60120

Bankruptcy Case No.: 04-07746

Type of Business: The Debtor manufactures glass fiber
                  reinforced plastic tanks and equipment.  These
                  tanks are fabricated utilizing both contact
                  molded and filament winding processes.
                  See http://www.justintanks.com/

Chapter 11 Petition Date: March 3, 2004

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: William L. Needler, Esq.
                  William L. Needler and Associates, Ltd.
                  P.O. Box 177
                  106 West First Street
                  Ogallala, NE 69153
                  Tel: 308-284-4505

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Mahogany Co. of Mays Landing, Inc.          $19,590

Ashland Distribution Company                $11,418

Eastech Chemical, Inc.                      $10,667

Shawe & Rosenthal                            $6,971

State of Delaware (Accounting Section)       $6,375

Elliott Company of Indianapolis, Inc.        $6,032

CNC Insurance Assoc.                         $4,533

Engineering Piping Products, Inc.            $2,429

Century Composites, Inc.                     $1,828

Tourgee & Associates, Inc.                   $1,710

Structural Fiberglass                        $1,667

Automatic Data Processing                    $1,640

Dukes Lumber Company, Inc.                   $1,016

Xerox Corporation                              $801

Hotfoil, Inc.                                  $708

ES Steel                                       $685

Xpedx                                          $547

Phillips Fabrication                           $500

American Express                               $442

Fulimer Industrial Sales                       $433


KAMA FOODS: Bunge Unit to Buy Bankrupt Polish Edible Oil Producer
-----------------------------------------------------------------
Bunge Limited (NYSE: BG), an integrated, global agribusiness and
food company, announced that its European operating arm, Bunge
Europe, has signed a preliminary agreement to acquire Polish
edible oil and margarine producer Kama Foods from bankruptcy
receivership, through EWICO, a limited liability company in
Poland. Bunge Europe owns a 50 percent stake in EWICO, with the
remaining shares owned by an individual investor.

"This strategic acquisition is part of Bunge's continued expansion
in Eastern Europe," said Jean-Louis Gourbin, CEO of Bunge Europe.
"It will allow Bunge to build closer relationships with farmers
and to better serve customers and consumers in Poland."

Under the terms of the agreement, EWICO will purchase the assets
of Kama Foods free and clear of all debts and liabilities for
approximately 81 million PLN (approximately US$21.3 million), with
20 million PLN (approximately US$5.3 million) payable on execution
of the preliminary agreement. The transaction is expected to close
by the end of June 2004, at which time EWICO will pay the
outstanding balance. Beginning March 1st until the transaction
closes, EWICO will operate Kama Foods under a lease agreement.

                        About Bunge Limited

Bunge Limited -- http://www.bunge.com/-- is an integrated, global
agribusiness and food company operating in the farm-to-consumer
food chain with worldwide distribution capabilities. Founded in
1818 and headquartered in White Plains, New York, Bunge has 23,000
employees and locations in 30 countries. Bunge is the world's
leading oilseed processing company, the largest producer and
supplier of fertilizers to farmers in South America and the
world's leading seller of bottled vegetable oils to consumers.


LOS AMIGOS PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Los Amigos Properties, LLC
        5419 South Redwood Road
        Taylorsville, Utah 84123

Bankruptcy Case No.: 04-22575

Type of Business: The Debtor owns real property and a building
                  in which the restaurant facility operated by
                  Los Amigos Restaurants, Inc., is situated.

Chapter 11 Petition Date: February 20, 2004

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Franklin L. Slaugh, Esq.
                  880 East 9400 South, Suite 103
                  Sandy, UT 84094
                  Tel: 801-572-4412

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


LOUISIANA WORKERS: S&P Raises Low-B Counterparty Ratings to BBBpi
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on Louisiana Workers Compensation
Corp. to 'BBBpi' from 'BBpi'.

"This rating action reflects LWCC's extremely strong
capitalization and good operating performance, which are partially
offset by its extremely high geographical and product line
concentration," said Standard & Poor's credit analyst Tom Taillon.

Based in Baton Rouge, Louisiana, LWCC is a non-profit private
mutual insurance company established in 1991. The company writes
only workers' compensation insurance covers. The company is
licensed to operate only in Louisiana. As a result, LWCC has
partnered with a national insurance company to provide the non-
Louisiana coverage and has formed a non-profit subsidiary--LWCC
Multi-State Facility Agency Inc.--to facilitate solicitation and
negotiation of these insurance policies.

The company is rated on a stand-alone basis.


LTV CORP: KDW Liquidating Replaces Goodman as Copperweld Trustee
----------------------------------------------------------------
KDW Liquidating Services, LLC replaces James A. Goodman as Trustee
of the Copperweld Distribution Trust established for the benefit
of creditors of Copperweld Corporation under the LTV Corporation
Debtors' Plan.

KDW is represented by Mark R. Somerstein, Esq., and Eric R.
Wilson, Esq., at Kelley Drye & Warren LLP in New York, as lead
counsel, and David M. Neuman, Esq., at Benesch Friedlander Coplan
& Aronoff LLP in Cleveland, Ohio, as local counsel.

Headquartered in Cleveland, Ohio, The LTV Corporation is a
manufacturer with interests in steel and steel-related businesses,
employing some 17,650 workers and operating 53 plants in Europe
and the Americas. The Company filed for chapter 11 protection on
December 29, 2000 (Bankr. N.D. Ohio, Case No. 00-43866).  Richard
M. Cieri, Esq., and David G. Heiman, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
August 31, 2001, the Company listed $4,853,100,000 in assets and
$4,823,200,000 in liabilities. (LTV Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MEMPHIS BAR-B-Q: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Memphis Bar-B-Q Company, Inc.
        462 Herndon Parkway, Suite 107
        Herndon, Virginia 20170

Bankruptcy Case No.: 04-10671

Type of Business: The Debtor owns a food restaurant that offers
                  a wide selection of appetizers, sandwiches,
                  entrees, combinations and provides a Full-
                  Service Catering. See
                  http://www.memphisbar-b-q.com/

Chapter 11 Petition Date: February 18, 2004

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Stephen E. Leach, Esq.
                  Leach Travell, a professional corp.
                  1921 Gallows Road, Suite 425
                  Vienna, VA 22182
                  Tel: 703-448-5652
                  Fax: 703-448-5651

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
------                        ---------------       ------------
SYSCO Food Service of         Trade Debt                $240,000
Baltimore

Bank of America               Loan                      $135,000

Benjamin L. Tyber             Loan                      $102,500

Forest City Development       Trade Debt                 $96,228

US Department of Treasury     Taxes                      $95,000

Treasurery of Virginia        Taxes                      $51,000

American Express              Trade Debt                 $41,000

Scott R. Leachman             Loan                       $25,000

William Mullen LLP            Legal Fees                 $25,000

CH Realty II/Greenbriar LP    Rent                       $22,573

SL Nusbaum Realty Co.         Rent                       $22,401

CitiBusiness Cards            Trade Debt                 $18,000

Comptroller of the Treasury   Taxes                      $16,617

CSC Leasing Company           Trade Debt                 $12,795

Route 606 Reston Partnership  Rent                       $12,584

Mid-Atlantic Coca Cola        Trade Debt                 $10,595

GE Capital                    Trade Debt                 $10,595

Linens of the Week            Trade Debt                 $10,498

Loving's Produce Co., Inc.    Trade Debt                  $7,636

L&M Produce Company           Trade Debt                  $7,560


METRIS COMPANIES: Hosting 3rd Quarter 2003 Conference Call Today
----------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) has filed its third quarter 2003
results on Form 10-Q.

The Company has restated its financial results for 1998 through
2002 and for the first, second and third quarters of 2003. As a
result, stockholders' equity at September 30, 2003 decreased by
$26 million from $901 million as reported on October 23, 2003, to
$875 million as restated. Details explaining the Company's
restatements can be found in the third quarter 2003 Form 10-Q.

The Company will amend its 2002 Annual Report on Form 10-K and its
Quarterly Reports on Form 10-Q for the first and second quarters
of 2003 as promptly as possible to incorporate these restated
financial results.

Management will host a live conference call on Thursday, March 4
at 10:00 a.m. Eastern Time. The press and public are invited to
listen to a live webcast of the call by registering at

               http://www.metriscompanies.com/

Click on the Investor Relations icon to participate. A replay of
the webcast will be available from March 4 at 2:00 p.m. Eastern
Time through March 11 at midnight.

Metris Companies Inc., based in Minnetonka, Minn., is one of the
largest bankcard issuers in the United States. The company issues
credit cards through Direct Merchants Credit Card Bank, N.A., a
wholly owned subsidiary headquartered in Phoenix, Ariz. For more
information, visit http://www.metriscompanies.com/or
http://www.directmerchantsbank.com/

                       *    *    *

As reported in the Troubled Company Reporter's November 21, 2003
edition, Fitch Ratings placed Metris Companies Inc. 'CCC' senior
unsecured rating on Rating Watch Negative following the company's
announcement that its external auditor, KPMG LLP, has issued a
letter to the Audit Committee citing material weakness surrounding
internal controls around the valuation of the company's retained
interest in securitized assets. As a result, Metris has delayed
the filing of its quarterly 10-Q report to the Securities and
Exchange Commission. Fitch's Rating Watch reflects the uncertainty
around this recently identified issue, and the ultimate impact on
Metris' financial condition and liquidity. Fitch will settle the
Rating Watch after evaluating the financial impact, if any, once
the issue is resolved between KPMG and Metris.


MIRANT CORP: US Trustee Amends Creditors' Committee Membership
--------------------------------------------------------------
TD Securities (USA) Inc. and Trilogy Capital, LLC resigned from
the Official Committee of Unsecured Creditors appointed in Mirant
Corp's Chapter 11 cases.  As of February 10, 2004, the members of
Mirant Unsecured Creditors Committee are:

       John Dorans
       Citibank, N.A.
       250 West Street, 8th Floor
       New York, NY 10013
       Telephone (212) 723-3104
       Fax (212) 723-3899
       john.dorans@citigroup.com

       Lori Ann Curnyn, Co-Chair
       Hypovereins Bank
       150 East 42nd Street
       New York, NY 10017-4679
       Telephone (212) 672-5935
       Fax (212) 672-5908
       loriann_curnyn@hvbcrediTadvisors.com

       Mike McKenney
       Bank of America
       101 South Tryon Street
       Charlotte, NC 28255
       Telephone (704) 388-5920
       Fax (704) 386-1759
       michael.j.mckenney@bankofamerica.com

       Jill Akre
       Wachovia Securities
       1339 Chestnut Street
       The Widener Bldg., 4th Floor, PA4810
       Philadelphia, PA 19107
       Telephone (267) 321-6663
       Fax (267) 321-6903
       jill.akre@wacovia.com

       Mark B. Cohen, Co-Chair
       Deutsche Bank AG
       60 Wall Street
       New York, NY 10019
       Telephone (212) 250-6038
       Fax (212) 797-5695
       mark.b.cohen@db.com

       Ronald Goldstein
       Appaloosa Management LP
       26 Main Street, 1st Floor
       Chatham, NJ 07928
       Telephone (973) 701-7000
       Fax (973) 701-7055
       R.Goldstein@amlp.com

       Sabina Bhatia
       Creedon Keller & Partners, Inc.
       123 Second Street, Suite 120
       Sausalito, CA 94965
       Telephone (415) 332-0111
       Fax (415) 332-7811

       Russ Paladino
       HSBC Bank USA
       452 Fifth Avenue
       New York, NY 10018
       Telephone (212) 525-1324
       Fax (212) 525-1366
       russ.paladino@us.hsbc.com

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


MISSISSIPPI CHEMICAL: Sells Potash Assets for $27.4 Million
-----------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPIQ.OB)
day announced its wholly owned subsidiaries Mississippi Potash,
Inc., and Eddy Potash, Inc., have sold substantially all of their
assets to wholly owned subsidiaries of Intrepid Mining LLC, a
privately held Denver based natural resources company.

The purchase price was approximately $27.4 million. Net of
holdbacks and transaction fees, approximately $26.1 million was
received at closing. The proceeds will be used to pay down $10
million of borrowings under the debtor- in-possession (DIP)
revolving credit facility and the remaining proceeds will be used
to reduce secured pre-petition debt. Including this $16.1 million
reduction, the secured pre-petition amount outstanding is
approximately $52.3 million. According to the DIP agreement, as a
result of this transaction the total commitment under this
facility will be reduced from $32.5 million to $22.5 million until
the facility expires on June 30, 2004.

Mississippi Chemical Corporation is a leading North American
producer of nitrogen, phosphorus and melamine based products used
as crop nutrients and in industrial applications. Production
facilities are located in Mississippi, Louisiana, and through
PLNL, in The Republic of Trinidad and Tobago. On May 15, 2003,
Mississippi Chemical Corporation, together with its domestic
subsidiaries, filed voluntary petitions seeking reorganization
under Chapter 11 of the U.S. Bankruptcy Code.

Intrepid Mining LLC is a privately held Denver based natural
resources company with existing potash mining and oil and gas
operations in the Rocky Mountain region of the United States.


MOVING BYTES: Ceases Electronic Media Ops. Due to Lack of Capital
-----------------------------------------------------------------
Moving Bytes, Inc.'s ceased operations of its electronic media
business due to lack of working capital. The Company does not know
when or if it will resume operations. The Company's ability to
resume operations is contingent upon of its ability to raise
adequate financing. The Company has no other business operations.

The Company's ability to file its annual report on Form 10-KSB
for the year ended December 31, 2003, is contingent upon its
ability to negotiate manageable cost limits with its auditors,
legal counsel and accounting contractors, on a timely basis, and
may require to the Company to raise additional financing. If the
Company fails to file its annual report on Form 10-KSB in a
timely manner, the Company anticipates that its common shares
will be delisted from the OTCBB. There can be no assurance that
the Company will raise any additional financing or file its
annual report on Form 10-KSB in a timely manner, if at all.

For more information, visit http://www.movingbytes.com/


NATIONAL CENTURY: Asks Court to Disallow Rebecca Parrett's Claim
----------------------------------------------------------------
On December 22, 2000, Rebecca S. Parrett and National Century
Financial Enterprises, Inc. entered into a Loan, Stock Pledge and
Stock Purchase Agreement, pursuant to which Ms. Parrett borrowed
$5,000,000 from NCFE.  The loan was secured by a pledge of 935
shares of NCFE common stock owned by Ms. Parrett.  Ms. Parrett
also executed a Promissory Note obligating her to repay the
$5,000,000, plus interest of 6% per year, by June 22, 2001.  No
payments were ever made on the note. Ms. Parrett was one of the
original founders of the Debtors and served as a director of NCFE
from its founding in 1991 until her retirement in 2001.

On October 28, 2002, Ms. Parrett executed a new Non-Recourse
Secured Promissory Note.  The October 2002 Note was purportedly
made effective as of June 22, 2001 and gave Ms. Parrett until
January 1, 2003 to repay the $5,000,000 principal amount of her
loan plus interest.  The security for the note was Ms. Parrett's
pledged NCFE common stock.  Again, no payment was ever made by
Ms. Parrett on the October 2002 Note.

On April 22, 2003, Ms. Parrett filed four proofs of claim against
NCFE.  Each proof of claim asserts an unsecured, non-priority
claim.

   (a) Claim No. 679 seeks "[d]eclaratory relief directly related
       to the attached Promissory Note entered into by National
       Century Financial Enterprises, Inc. declaring that no
       monies are owed under the Promissory Note."  The amount of
       the claim requested is "at least $40,000,000."

   (b) Claim No. 680 asserts "(A) Fraud in the Inducement as it
       directly relates to Employment Contracts entered into with
       National Century Financial Enterprises, Inc. and (B) an
       accounting."  The amount of the claim requested is "at
       least 570,000,000."

   (c) Claim No. 681 asserts "[f]raud in the Inducement as it
       directly relates to a certain Loan Agreement, and other
       agreements and documents exchanged between the parties and
       approved by National Century Financial Enterprises, Inc.,
       as well as ratified by National Century Financial
       Enterprises, Inc."  The amount of the claim requested is
       "at least $40,000,000."

   (d) Claim No. 682 seeks "[c]onversion of bankruptcy remote
       entities NPF VI, Inc. and NPF XII, Inc.'s funds by
       National Century Financial Enterprises, Inc., along with
       conversion by NPF VI, Inc. and NPF XII, Inc, of National
       Century Financial Enterprises, Inc.'s funds and assets, as
       well as conversion of applicable estate assets in a
       fashion that was and continues to be ratified and approved
       by all debtors and debtors in possession, in violation of
       applicable contracts and law, and for the appointment of
       an examiner to audit and account for such funds, assets,
       and conversion."  The amount of the claim requested is "at
       least $20,000,000."

By this motion, the Debtors ask the Court to disallow the Parrett
Claims.

Matthew A. Kairis, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, asserts that the Parrett Claims should be
disallowed on the basis that they fail to attach the writings on
which they are based.  A proof of claim must meet all the
requirements of Rule 3001 of the Federal Rules of Bankruptcy
Procedure to be considered prima facie evidence of the amount of
the claim.  The only basis Ms. Parrett cites for her claims is a
vague paragraph of conclusory statements that lack any support
for the claim.  Ms. Parrett fails to identify or attach any
agreements or other documents to support the Parrett Claims.  Nor
does Ms. Parrett provide any basis for the calculation of the
exorbitant amounts asserted in her claims.

The Parrett Claims should also be disallowed on the basis that
they are subject to valid defenses.  Ms. Parrett was a founder
and director of the very entity against which she asserts her
claims.  Her actions as a founder and director may have related
to the series of events resulting in the filing of these cases by
the Debtors.  Therefore, any claims asserted by Ms. Parrett would
be subject to the defenses of set-off and recoupment.

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)


NETSOL TECH: December Losses Spur Going Concern Uncertainty
-----------------------------------------------------------
Netsol Technologies Inc. designs, develops, markets, and exports
proprietary software products to customers in the automobile
finance and leasing, banking and financial services industries
worldwide. The Company also provides consulting services in
exchange for fees from customers.

The Company's consolidated financial statements are prepared using
the accounting principles generally accepted in the United States
of America applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal
course of business. As of December 31, 2003, the Company had an
accumulated deficit of $29,839,780. Without realization of
additional capital, it would be unlikely for the Company to
continue as a going concern. This factor raises substantial doubt
about the Company's ability to continue operations.

Management recognizes that the Company must generate additional
resources to enable it to continue operations. Management has
closed down its loss generating UK entities, disposed of its
German subsidiary, and is continually evaluating cost cutting
measures at every entity level. Additionally, management's plans
also include the sale of additional equity securities and debt
financing from related parties and outside third parties. However,
no assurance can be given that the Company will be successful in
raising additional capital. Further, there can be no assurance,
assuming the Company successfully raises additional equity, that
the Company will achieve profitability or positive cash flow. If
management is unable to raise additional capital and expected
significant revenues do not result in positive cash flow, the
Company will not be able to meet its obligations and may have to
cease operations.


NEW FLYER: KPS Special Finalizes $200MM+ Sale to Harvest Partners
-----------------------------------------------------------------
KPS Special Situations Fund has completed the sale of its
portfolio company, New Flyer Industries Ltd., to a company formed
by Harvest Partners Fund IV, L.P. and The Lightyear Fund, L.P.
New Flyer is the largest manufacturer of transit buses in North
America.

KPS Special Situations Fund L.P. received proceeds from the New
Flyer sale of over $200 million, an amount that exceeds all of the
capital drawn by KPS in its Fund I investment campaign.

"The successful turnaround of New Flyer is a testament to the
quality and dedication of the company's management and employees,"
said David Shapiro, a Managing Principal of KPS. "KPS is proud of
its successful restructuring of New Flyer into the leading player
in its industry and a strong and sustainable company for the
future."

Mr. Shapiro continued, "The New Flyer investment is a great
example of our investment strategy, working with management and
employees to turn a struggling business into a financially stable
market leader while also generating a superior return for KPS
investors. For KPS Fund I investors, this single transaction
guarantees the return of one hundred percent of their original
investment in the Fund, plus a profit. The remaining investments
held by Fund I now represent incremental profit to its investors."

In March 2002, KPS invested approximately $27.5 million of equity
in New Flyer for a controlling interest in the company. The KPS
investment was the catalyst for a financial and operating
restructuring that involved the support of the company's banks,
the Province of Manitoba, the Communications Worker of America
(CWA), the Canadian Autoworkers Union (CAW) and the company's key
suppliers.

                       About KPS

The KPS Special Situations Funds are a family of private equity
funds with more than $600 million of committed capital that are
focused on constructive investing in restructurings, turnarounds
and other special situations. KPS purchases operating assets out
of bankruptcy; establishes stand-alone entities to operate
divested assets; and recapitalizes highly leveraged public and
private companies. KPS invests its capital after developing
detailed plans for an operating and financial restructuring of its
portfolio companies.

The KPS investment strategy and information about its portfolio
companies can be found at http://www.kpsfund.com/

                       *    *    *

As reported in the Troubled Company Reporter's February 23, 2004
edition, Standard and Poor's Ratings Services assigned a 'B+'
long-term corporate credit rating to transit bus manufacturer NFIL
Holdings Corp. (New Flyer). At the same time, Standard & Poor's
assigned its 'B+' rating to New Flyer's proposed US$145 million
six-year senior secured term loan B, its US$40 million five-year
senior secured revolving credit facility, and its US$55 million
synthetic letter of credit facility. The outlook is stable.

"The ratings on New Flyer reflect the high leverage of the
borrower following the acquisition, the competitive market
conditions, and the limited diversity of the business," said
Standard & Poor's credit analyst Kenton Freitag. "These factors
are partially offset by New Flyer's reputation for leading
innovation in the industry, quality manufacturing, its broad
product lines, and the fairly stable demand levels for its
products," Mr. Freitag added.


NORTHWEST AIRLINES: Wellington Mgt. Reports 9.9% Equity Stake
-------------------------------------------------------------
Wellington Management Company, LLP, beneficially owns 8,499,458
shares of the common stock of Northwest Airlines Corporation, with
shared voting power over 1,362,100 such shares and shared
dispositive power over the entire 8,499,458 shares.  The amount
held by Wellington Management Co. represents 9.9% of the
outstanding common stock of the airline.

The securities owned by Wellington Management Co., in its capacity
as investment adviser, are owned of record by clients of
Wellington Management Co. Those clients have the right to receive,
or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, such securities. No such client is
known to have such right or power with respect to more than five
percent of this class of securities, except Vanguard Windsor Fund.

                        *   *   *

As previously reported, Fitch Ratings has assigned a 'B' rating to
the $300 million in senior unsecured notes issued by Northwest
Airlines, Inc. The notes carry a coupon rate of 10% and mature in
2009. The Rating Outlook for Northwest is Negative.

The unsecured rating and the negative rating outlook reflect
Northwest's heavy debt load, high level of cash obligations over
the next few years and the lack of progress toward the achievement
of lower contract pay rates for unionized employees that would
bring the carrier's unit labor costs in line with its restructured
network carrier rivals. If competitive deals on amendable labor
contracts are reached, Northwest should be in a position to
deliver unit operating expenses at the low end of the network
airline peer group. However, progress toward this goal has been
slow. As a result, Northwest faces another year of marginal
profitability and cash flow results in spite of an improving
industry revenue environment.


NRG ENERGY: Con Edison Wants Court to Compel Admin Expense Payment
------------------------------------------------------------------
According to Allan S. Brilliant, Esq., at Milbank, Tweed, Hadley
& McCloy, in New York, Consolidated Edison Company of New York,
Inc. timely filed proofs of claim:

A. Under a Guaranty Agreement with Debtor NRG Energy, Inc., dated
   July 10, 2003, for $28,920,766

   NRG Energy guaranteed payment and performance of the
   covenants, agreements, obligations, liabilities,
   representations and warranties in the agreements assigned to
   Arthur Kill LLC and Astoria Gas LLC.

   (a) Cost of Electric Service

       NRG's Facilities require electricity in order to operate.
       When an NRG Facility is generating electricity, it is
       capable of meeting some, but not all, of its own electric
       energy needs.  To the extent that a Facility is not
       capable of supplying all of its own electric energy needs,
       the NRG Facility takes electric service from Con Edison.
       When an NRG Facility is not generating electric energy,
       the Facility is incapable of meeting any of its own
       electric service, and takes all of its electric energy
       needs from Con Edison.

       Beginning in December 1999 and monthly thereafter, Con
       Edison submitted invoices to NRG Energy listing the
       metered kilowatts and kilowatt hours delivered to the NRG
       Facilities during the preceding month and the per kilowatt
       hour cost as set forth in the New York State Public
       Service Commission-approved tariffs for the different
       types of electric service used by the facility.  However,
       the Debtors failed to pay any portion of the monthly
       invoices and have refused to pay Con Edison's invoices for
       electric service delivered to the NRG Facilities, claiming
       that their consumption of energy is not subject to the
       PSC-approved tariff rates.

       From November 19, 1999 through May 13, 2003, NRG Energy
       and its assignees owe Con Edison for electric services not
       less than $10,448,464, including late payment charges as
       provided by the PSC-approved tariff.

   (b) Costs of A-11 Dock Repair

       Con Edison and Astoria Gas entered into the GT Dock Area
       License Agreement on June 25, 1999, for Astoria Gas'
       use of a fuel unloading facility known as the "GT Dock
       Area."  Under the Agreement, Astoria Gas would maintain
       the License Area, including roads, and would maintain and
       repair the License Area in accordance with good industry
       practices, including making all needed repairs.

       On August 15, 2002, the License Area Dock suffered
       substantial damages by way of collapse.  As of July 2003,
       neither Astoria Gas nor NRG Energy has repaired the
       License Area or provided funds to pay for the repair of
       the collapse.

       Con Edison estimates that the cost to repair the collapse,
       including installing a fire protection system as required
       by the Dock License Agreement, is $18,147,960.

   (c) Unreimbursed taxes

       Astoria Gas also agreed to reimburse Con Edison for the
       License Area's share of taxes attributable to the
       equipment and improvements located at the site.  Astoria
       failed to pay Con Edison $143,080 for taxes for the period
       July to December 2002 and failed to pay $170,802 taxes for
       the period January 2000 [sic.] to June 2003.  NRG Energy
       owes Con Edison a total of not less than $313,882 for
       unreimbursed Taxes.

   (d) Miscellaneous Expenses

       Con Edison provided miscellaneous services to Astoria Gas,
       including guard services, water use, inspection tests,
       maintenance cathodic protection and engineering studies
       for which neither Astoria Gas nor NRG Energy has paid Con
       Edison.  The estimated total of outstanding payments for
       the services is not less than $9,084.  In addition,
       Astoria Gas owes Con Edison not less than $1,376 for
       finance charges for late payments of invoices.

B. Under a Security Agreement with Debtor NRG Power Marketing,
   Inc., dated July 10, 2003

   The Proof of Claim includes all amounts owing by NRG PMI under
   the Security Agreement on account of unpaid Gas Services.
   Prior to the Petition Date, the Debtors provided to Con Edison
   $1,500,000 as a prepayment for future Gas Services.  However,
   the Debtors failed to pay certain Con Edison invoices for Gas
   Services delivered to the NRG facilities.  Accordingly, the
   Debtors have an outstanding prepetition arrearage owing to Con
   Edison for $21,987 on account of the Gas Services.

C. Against Debtor Astoria Gas Turbine Power LLC, dated August 6,
   2003 for $20,064,209

   (a) Cost of Gas Services

       The Debtors have failed to pay certain Con Edison invoices
       for Gas Services delivered to the NRG Facilities.
       Accordingly, Astoria Gas owes Con Edison for Gas Services
       from November 19, 1999 through May 14, 2003 the sum of not
       less than $21,987.

   (b) Cost of Electric Services

       For the period from November 19, 1999 through May 13,
       2003, NRG Energy and its assignee, Astoria Gas, owe Con
       Edison for electric services the amount of not less than
       $1,569,920 including late payment charges as provided by
       the PSC-approved tariff.  However, Astoria Gas failed to
       pay any portion of the monthly invoices and has refused
       to pay Con Edison's invoices for electric service
       delivered to the NRG Facilities.

   (c) Costs of A-11 Dock Repair

       Pursuant to a Dock License Agreement, Astoria Gas agreed
       to maintain and repair the License Area in accordance with
       good industry practices, at its sole cost and expense.
       The License Area dock suffered substantial damage by way
       of collapse.  However, neither Astoria Gas nor NRG Energy
       has repaired the License Area or provided funds to pay for
       the repair of the collapse.

       Accordingly, Con Edison asserts that Astoria Gas owes them
       $18,147,960 for the repair of the collapse, including
       installing a fire protection system.

   (d) Unreimbursed Taxes

       Astoria Gas owes Con Edison a total of not less than
       $313,882 for unreimbursed taxes covering the period from
       July to December 2002 for $143,080 and the period from
       January 2000 [sic.] to June 2003 for $170,802.

   (e) Miscellaneous Services

       Astoria Gas owes Con Edison a total of not less than
       $10,460 for miscellaneous services including guard
       services, water use, inspection tests and others.

D. Against Debtor Arthur Kill Power LLC, dated August 6, 2003

   Arthur Kill owes Con Edison for electric service, including
   late payment charges as provided in the tariff, from
   November 19, 1999 through May 13, 2003, the sum of not less
   than $8,878,529.  Arthur Kill have refused to pay Con Edison's
   invoices.

Accordingly, Con Ed seeks payment as administrative expenses on
account of all amounts, damages, or liabilities arising under, in
connection with, or on account of, the Debtors' obligations to
Con Ed arising from or related to the period from and after the
Petition Date, including without limitation all the obligations
arising from, under or in connection with the transactions and
agreements as set forth in the Proofs of Claim.  Mr. Brilliant
maintains that all the amounts are administrative expenses
entitled to first priority under Sections 503 and 507(a) of the
Bankruptcy Code. (NRG Energy Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OREGON ARENA CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Oregon Arena Corporation
        One Center Court #200
        Portland, Oregon 97227

Bankruptcy Case No.: 04-31605

Type of Business: The Debtor owns Portland's Rose Garden, one of
                  the city's entertainment arenas and home of the
                  NBA's Portland Trail Blazers. The company also
                  manages the city-owned Memorial Coliseum.

Chapter 11 Petition Date: February 27, 2004

Court: District of Oregon (Portland)

Judge: Elizabeth L. Perris

Debtor's Counsels: Paul B. George, Esq.
                   Foster Pepper Tooze LLP
                   601 Southwest 2nd Avenue #1800
                   Portland, OR 97204-3171
                   Tel: 503-221-0607

                   R. Michael Farquhar, Esq.
                   Winstead Sechrest & Minick P.C.
                   1201 Elm Street #5400
                   Dallas, TX 75270
                   Tel: 214-745-5283

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Bank of America                          $5,450,000
ORI-129017-15
121 SW Morrison St., Ste 1700

Trail Blazers Inc.                         $346,227
One Center Ct #200
Portland, OR 97227

City of Portland - User Fees                $81,405

Pacific Power                               $76,516

Servicemaster                               $59,234

City of Portland - Water                    $42,782

MIRA Mobile Television                      $35,857

NW Natural Gas                              $32,208

Coast to Coast                              $30,141

Marsh USA                                   $28,320

Bemsussen Deutsch                           $12,220

Lloyd BID                                   $10,000

Kone Inc.                                    $9,956

O'Melveney & Myers                           $9,473

Premier Press                                $7,192

Tri-Met                                      $6,032

Waste Management                             $5,427

World Sports Promotional                     $5,042

Downright Music                              $2,731

VNU Business Media                           $2,504


OWENS: Wants Bankruptcy Court to Say NSP Payments Were Okay
-----------------------------------------------------------
Debtors Owens Corning, Fibreboard Corporation, and Integrex ask
the Court to determine that the payments made through the
National Settlement Program to certain claimants are not
avoidable under Sections 544 and 548 of the Bankruptcy Code or
under any of the provisions of applicable state law, whether
under the Uniform Fraudulent Transfer Act or the Uniform
Fraudulent Conveyance Act.  The claimants are represented by:

   (1) Moody, Strople, Kloeppel, Inc.,

   (2) Moody, Strople, Kloeppel & Basilone Inc.,

   (3) Moody, Strople, Kloeppel, Basilone & Higginbotham, Inc.,
       and

   (4) unknown number of John Does.

Specifically, 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.

The Official Committee of Unsecured Creditors wants the Debtors
to recover these payments made to the Defendant Law Firms:

   Debtor Payor            Amount Paid         Month Paid
   ------------            -----------         ----------
   Owens Corning              $980,850      February 2000
   Owens Corning               205,400         March 2000
   Fibreboard                  612,500         March 2000
   Fibreboard                   80,150          July 2000
   Fibreboard                  100,000        August 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.

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.

Accordingly, the Debtors ask Judge Fitzgerald to enter a
judgment:

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

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

   (3) entering a money judgment against the Defendant Law Firms
       in the appropriate amount, plus interest and costs.

Headquartered in Toledo, Ohio, Owens Corning
-- http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  On
June 30, 2001, the Debtors listed $6,875,000,000 in assets and
$8,281,000,000 in debts. (Owens Corning Bankruptcy News, Issue No.
68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC LIFE: S&P Hatchets 1998-1 Class A-3 Notes Rating to CCC-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-3 notes issued by Pacific Life CBO 1998-1 Ltd. and
removed them from CreditWatch negative where they were placed Nov.
13, 2003. At the same time, the ratings on the class A-2A, A-2B,
and A-2C notes are affirmed, based on the credit enhancement
available to support the notes.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
last rating action, including par erosion of the collateral pool
securing the rated notes and a deterioration in the overall credit
quality of the performing assets within the pool.

The affirmations reflect the level of overcollateralization
available to support these tranches. Pacific Life CBO 1998-1
Ltd.'s waterfalls, which direct the sequence in which the tranches
receive payment on each distribution date, contain a feature that
directs cash to pay down the balance of the class A-1 notes only
to the extent that the class A-1 notes are underhedged. After
that, cash is directed to pay down the balance of the class A-2
notes (pro rata across notes A-2A, A-2B, and A-2C). Only after the
balance of the class A-2 notes has been reduced to zero is cash
directed to pay down the remaining balance of the class A-1 notes.
As a result, the class A-2 notes are effectively senior to a
portion of the class A-1 notes' balance, leading to the lowering
of the rating on the class A-1 notes, while the ratings on the
class A-2 notes are affirmed.

    RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

        Pacific Life CBO 1998-1 Ltd.

                        Rating
                    To           From
        Class A-1   A+           AA-/Watch Neg
        Class A-3   CCC-         B/Watch Neg

                       RATINGS AFFIRMED

        Pacific Life CBO 1998-1 Ltd.

                     Rating
        Class A-2A   AAA
        Class A-2B   AAA
        Class A-2C   AAA

        TRANSACTION INFORMATION
        Issuer:              Pacific Life CBO 1998-1 Ltd.
        Co-issuer:           Pacific Life CBO 1998-1 Corp.
        Current Manager:     Pacific Life Insurance Co.
        Underwriter:         Bear Stearns
        Trustee:             U.S. Bank
        Transaction type:    Cash flow arbitrage high-yield CBO

        TRANCHE                 INITIAL      CURRENT
        INFORMATION             REPORT       ACTION
        Date (MM/YYYY)          2/1998       3/2004
        Class A-1 note rtg.     AAA          A+
        Class A-2A note rtg.    AAA          AAA
        Class A-2B note rtg.    AAA          AAA
        Class A-2C note rtg.    AAA          AAA
        Class A-3 note rtg.     A-           CCC-
        Class A OC ratio        123.00%      111.76%
        Class A OC ratio min.   114.00%      130.00%
        Class A-1 note bal.     $54.000mm    $22.565mm
        Class A-2A note bal.    $90.089mm    $29.555mm
        Class A-2B note bal.    $13.411mm    $4.400mm
        Class A-2C note bal.    $20.000mm    $6.561mm
        Class A-3 note bal.     $38.000mm    $38.000mm

        PORTFOLIO BENCHMARKS                     CURRENT
        S&P Wtd. Avg. Rtg (excl. defaulted)      B
        S&P Default Measure (excl. defaulted)    5.14%
        S&P Variability Measure(excl. defaulted) 3.65%
        S&P Correlation Measure(excl. defaulted) 1.03
        Wtd. Avg. Coupon (excl. defaulted)       9.82%
        Wtd. Avg. Spread (excl. defaulted)       3.34%
        Oblig. Rtd. 'BBB-' and Above             0.00%
        Oblig. Rtd. 'BB-' and Above              26.40%
        Oblig. Rtd. 'B-' and Above               67.27%
        Oblig. Rtd. in 'CCC' Range               17.10%
        Oblig. Rtd. 'CC', 'SD' or 'D'            15.63%
        Obligors on Watch Neg (excl. defaulted)  4.25%

        RATED RATED       LAST             CURRENT
        OC (ROC)          RATING ACTION    RATING ACTION
        Class A-1 Note    99.36% (AA-)     100.57% (A+)
        Class A-2 Note    105.58% (AAA)    105.58% (AAA)
        Class A-3 Note    90.93% (B)       96.04% (CCC-)


PARMALAT GROUP: Industry Ministry Appoints Supervisory Committee
----------------------------------------------------------------
Antonio Marzano, the Italian Minister of Productive Activities,
established a five-man committee to supervise the restructuring
of Parmalat Finanziaria SpA, the Bloomberg News reports.  The
committee will review Parmalat's reorganization and report to the
Industry Ministry.

The committee consists of two representatives of Parmalat
creditors and three government nominees:

       (1) Dario Trevisan and Guido Rosa, head of the Italian
           association of foreign banks, will represent the
           creditors; and

       (2) Massimo Confortini, Giacomo Vizzani and Daniela
           Primicerio were named by the ministry.

Ms. Primicerio will head the committee.

According to Italian bankruptcy rules, the committee may access
Parmalat's accounting records and pursue discovery. (Parmalat
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PARMALAT: Chilean Investment Firm Urges Speedy Acquisition
----------------------------------------------------------
Chilean businesswoman Liliana Solari, one of the owners of
department store chain Falabella and head of investment company
Inversiones Bethia, wants to close the acquisition of Italian
dairy company Parmalat S.p.A.'s operations in Chile as soon as
possible.

It was unveiled that Solari is also after Parmalat's units in
Argentina and Uruguay, though executives close to the
businesswoman denied this possibility. Market sources affirmed
Bethia offered Parmalat's administrator Enrico Bondi to acquire
all of the assets of the Italian dairy company in Argentina,
Uruguay and Chile.

Solari first made an offer for Chile but then expanded her
proposal in an attempt to have a higher negotiation power.

Parmalat bills around US$140 million in these three markets.

Bethia executives would be worried about contingent debts and
liabilities of these Parmalat units. Parmalat has US$145 million
in debts to banks and other US$25 million owed to its parent.

In Argentina, Parmalat is a little behind in payments to suppliers
but does not have big debts. Parmalat's unit in Uruguay is
involved in suspicious dealings through a local investment company
named Winshaw Trading. Parmalat is believed to have funneled large
sums of money to Winshaw Trading.

In Chile, Bethia offered to pay part of Parmalat's US$3.68 million
debt to suppliers in the South of the country, so that the company
can restart regular operations.


PARMALAT FINANZIARIA: Employs Kroll to Hunt for Hidden Assets
-------------------------------------------------------------
Parmalat has hired Kroll Inc., famous internationally for its
knack for tracking hidden assets, to help it recover part of the
missing money on its accounts, according to the Financial Times.

The bankrupt dairy group has a $18 billion (EUR14.5 billion) hole
on its accounts.  The fund is believed dispersed among its network
of offshore shell companies around the world, most likely in the
Cayman Islands, Switzerland, Monaco, Liechtenstein, Malta and the
U.S.

Investigative magistrates and Enrico Bondi, Parmalat's government-
appointed administrator, until now have not yet discovered more
than EUR50 million in bank accounts owned by Calisto Tanzi,
Parmalat's founder and former chairman, and several other former
Parmalat executives and bankers.

Mr. Tanzi is among the 26 people included in the recently compiled
list of people who will face charges in relation to Parmalat's
collapse.  Other names mentioned include four employees of
auditing firms Deloitte & Touche and Grant Thornton, as well as
Gian Paolo Zini, Parmalat's main lawyer.  Two of the partners at
Deloitte are Adolfo Mamoli and Giuseppe Rovelli.


PATRON SYSTEMS: Grant Thornton Cuts Off Professional Ties
---------------------------------------------------------
On January 21, 2004, Patron Systems, Inc., received notification
from Grant Thornton of its decision to resign as the Company's
independent public accountants, effective immediately.

During the Company's interim period ending September 30, 2002, the
fiscal period ended December 31, 2002 and the subsequent interim
periods preceding such resignation, there were no "reportable
events" (as that term is defined in Items 304(a)(l)(v) of
Regulation S-B) except as follows:

         "During the course of reviewing the Company's quarterly
unaudited financial statements on Form 10-QSB in 2003, the Company
has on numerous occasions in 2003 been provided with confirmation
letters from an investor, InterCap Group LLC, committing to $50
million in financing. In reliance on these documents and other
discussions with the investor about such financing, management has
continually believed it has met the conditions precedent to
funding and that the funding would be imminent, having most
recently disclosed in its Form 10-QSB for the quarter ending
September 30, 2003 that the funding would take place no later than
January 5, 2004. In its letter of resignation, Grant Thornton
concluded based on background information related to the investor
it had independently obtained and later had been brought to its
attention by management through subsequent discussions, that this
background information had not been brought to Grant Thornton's
attention on a timely basis. In its resignation letter, Grant
Thornton indicated that it believed a representation made by the
Company that Hogan & Hartson LLP had agreed to be re-engaged as
the Company's legal counsel upon payment of outstanding fees was
not factual based upon its own inquires made to Hogan. In
addition, Grant Thornton also indicated that the Company had not
been forthcoming with contact information requested from the
Company for an official reference regarding the background of the
investor. These factors, coupled with newly found information
concerning the investor's background, and the fact that the
funding had never occurred as promised by the investor, led Grant
Thornton to conclude that it could no longer rely on Patron's
representations and, as a result, Grant Thornton is unwilling to
be associated with the financial statements prepared by Patron,
and accordingly, advised us that Grant Thornton was withdrawing
its audit reports and those audit reports could no longer be
relied upon."

Based on the Company's subsequent discussion with a representative
of Hogan, the Company believes its statements made to Grant
Thornton regarding its relationship with Hogan to be true. There
was either a miscommunication or misunderstanding between Grant
Thornton and Hogan. In addition, at the time of Grant Thornton's
resignation, the Company was unaware that Grant Thornton had not
been provided with the official reference information for the
investor it had requested.

Lastly, Patron's disclosure of the InterCap funding has been based
on written and verbal communication from InterCap and verified by
knowledgeable third parties. Patron believes the statements made
in previous filings and press releases to accurately and
completely describe InterCap's commitments at the time of each
disclosure.

Neither the Company's Board of Directors nor the Audit Committee
recommended or approved the resignation of Grant Thornton. The
Company is engaged in the process of selecting a new independent
accounting firm to audit the Company's financial statements. The
Company has authorized Grant Thornton to respond fully to any
inquiries made by any successor accountants.

At September 30, 2003, the company's balance sheet is upside-down
by $4.2 million.


PAYLESS SHOESOURCE: Weak Operating Results Spur S&P's Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Payless
ShoeSource Inc., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.

"The CreditWatch placement is based on Payless' weaker-than-
expected operating results in the fourth quarter ended
Jan. 31, 2004, resulting in lower profitability and credit
protection measures than previously anticipated," explained
Standard & Poor's credit analyst Ana Lai. The company had about
$204 million of funded outstanding as of
Jan. 31, 2004.

Payless reported disappointing operating results, with same-store
sales declining 1.0% for the fourth quarter and 3.9% for fiscal
2003 (ended Jan. 31, 2004). However, operating margins declined
sharply, to about 12% in fiscal 2003 from 18% a year ago, due to
heavy promotions to clear excess inventory, negative sales
leverage, and higher advertising spending. Lease-adjusted EBITDA
declined to about $11 million in the fourth quarter and $173
million in fiscal 2003, from $53 million and $355 million a year
ago.

Payless' weak profitability eroded credit protection measures to
levels that are subpar for the current rating, with EBITDA
interest coverage declining to 1.9x and total debt to EBITDA
increasing to about 5.8x in fiscal 2003, from 3.5x and 2.9x a year
ago. Standard & Poor's expects some recovery in profitability in
2004, as Payless restored inventory to levels more consistent with
historical levels. However, the footwear retailing environment is
expected to remain highly promotional, pressuring profitability.

Standard & Poor's will meet with management to discuss its
financial and operating strategies and the outlook for recovery in
2004 prior to resolving the CreditWatch listing.


PG&E NAT'L: Inks Settlement for GenHoldings Projects Transfer
-------------------------------------------------------------
GenHoldings I, LLC, is an indirect, wholly owned, non-debtor
subsidiary of National Energy & Gas Transmission, Inc., formerly
PG&E National Energy Group Inc.  The GenHoldings business consists
of four generating facilities, which are separately owned by
indirect, wholly owned, non-debtor subsidiaries of GenHoldings:

   * Athens Generating Company, L.P.,
   * Covert Generating Company, LLC,
   * Harquahala Generating Company, LLC, and
   * Millennium Power Partners, L.P.

The Millennium Project is completed and the Projects owned by
Covert, Athens and Harquahala are close to completion.

According to Paul M. Nussbaum, Esq., at Whiteford, Taylor &
Preston, LLP, in Baltimore, Maryland, Societe Generale, as
Administrative Agent, and a syndicate of lenders agreed to
finance 60% of the estimated $1,700,000,000 in construction costs
of the GenHoldings Projects.  GenHoldings agreed to fund the
remaining 40% of the construction costs through equity infusions
into GenHoldings.  NEG guaranteed GenHoldings' obligation to
contribute equity pursuant to an Amended and Restated Guarantee
and Agreement dated March 15, 2002 in favor of Societe Generale.
GenHoldings made a $450,000,000 initial equity contribution.

Mr. Nussbaum relates that the original financing was modified
pursuant to an Amended and Restated Credit Agreement, dated as of
March 15, 2002, whereby the GenHoldings Lenders provided
financing to complete construction of the Athens, Covert and
Harquahala Projects and bring them into commercial operation.
The loans made under the GenHoldings Credit Facility are secured
by the GenHoldings Projects and are non-recourse to NEG, except
for the NEG Guarantee.

NEG made its equity payments as required until mid-2002, when its
credit rating was downgraded.  Due to the downgrade, GenHoldings
and NEG became obligated to fund 100% of project costs until the
equity contribution obligation became satisfied.  NEG caused the
required equity infusions to be made in August and September 2002
but announced in early October 2002 that no further payments
would be made.

As of the Petition Date, NEG was obligated to pay $354,720,386 in
principal amount to the GenHoldings Lenders under the NEG
Guarantee.  Mr. Nussbaum says that $1,600,000,000 remains
outstanding under the GenHoldings Credit Facility -- including
undrawn letters of credit.

NEG has determined that it does not have an interest in the
GenHoldings Projects worth protecting for its estate.  Its
interests in the GenHoldings Projects are not necessary to a
successful reorganization.

As a result, NEG entered into a stipulation with Societe
Generale, the Official Committee of Unsecured Creditors, and the
Official Noteholders Committee regarding the transfer of the
GenHoldings Projects and the treatment of the NEG Guarantee
Claim.

The key terms of the Stipulation are:

A. The Transfer of the GenHoldings Projects

   (a) The Millennium Project and related assets owned by
       Millennium will be transferred to the GenHoldings Lenders'
       designee as soon as practicable;

   (b) The remaining three GenHoldings Projects and their related
       assets owned by Athens, Covert, and Harquahala will be
       transferred to the GenHoldings Lenders' designees on the
       earliest of:

       -- the day after NEG ceases to be a member of the
          affiliated group of corporations of which PG&E
          Corporation is the common parent;

       -- the day after the effective date of the reorganization
          plan;

       -- the date agreed to by all of the parties; and

       -- May 24, 2004 -- the Outside Date;

   (c) Subject to various conditions, NEG will have the option of
       deferring the Outside Date to as late as July 23, 2004 in
       exchange for the payment of a fee; and

   (d) Unless the Stipulation is breached by NEG, the GenHoldings
       Lenders will not initiate foreclosure proceedings or
       otherwise undertake collection actions against the Project
       Companies or the Projects before the dates for the
       transfer of the GenHoldings Projects;

B. The NEG Guarantee Claim

   (a) The NEG Guarantee Claim will be allowed for $354,720,386
       under the Plan and the GenHoldings Lenders will be
       entitled to vote the NEG Guarantee Claim in that amount;

   (b) Any party-in-interest will be permitted -- under certain
       terms and conditions -- to object, on an expedited basis,
       to the NEG Guarantee Claim, solely on the basis that the
       GenHoldings Lenders will receive an aggregate recovery
       from all sources in excess of the amounts outstanding
       under the GenHoldings Credit Facility and related
       documents;

C. Other Provisions

   (a) NEG will use its best efforts to include these provisions
       in the Plan or the order confirming the Plan:

       -- A finding that the transfer of cash, notes and NEG
          stock pursuant to the NEG Guarantee Claim is properly
          allocable to the period following NEG's deconsolidation
          from PG&E Corp; and

       -- a finding that the resulting tax deductions may be
          claimed only in the consolidated return for the group
          of which NEG is the common parent, and not by PG&E
          Corp;

   (b) Upon transfer of the GenHoldings Projects, NEG will be
       entitled to claim all tax benefits, subject to certain
       exceptions, of any member of the NEG Debtors.  The
       GenHoldings Lenders will not take any action or otherwise
       interfere with NEG's claims to the tax benefits relating
       to the GenHoldings Projects; and

   (c) Claims with respect to prepetition expense deposits
       remitted to Societe Generale are waived by the parties and
       Societe Generale agrees to return any unused portion of
       the expense deposits to NEG.

Mr. Nussbaum notes that the Stipulation and its contemplated
transactions will enable NEG to realize substantial tax benefits
-- which will benefit all creditors -- as a result of the
agreement by the GenHoldings Lenders to the transfer of the
GenHoldings Projects, and to NEG's use of the tax benefits under
a consolidated tax return.

Mr. Nussbaum explains that NEG and the GenHoldings Lenders are
working together to structure the transfer of the GenHoldings
Projects in a manner consistent with NEG's reorganization
strategy and its fiduciary obligations.  NEG believes that it is
necessary to transfer the Projects pursuant to a mutually
agreeable structure rather than through foreclosure by the
GenHoldings Lenders and the potential loss of substantial tax
benefits.  The terms of the Stipulation provide for, among other
things, the continued forbearance of the GenHoldings Lenders,
thereby ensuring the efficient transfer of the GenHoldings
Project on terms acceptable to all parties, preserving the value
for the estate, including tax benefits.  In addition, the
Stipulation will facilitate the smooth confirmation of the Plan
on a timely basis.

Mr. Nussbaum informs the Court that since GenHoldings and the
Project Companies are not debtors, their transfer of the
GenHoldings Projects need not comply with Section 363 of the
Bankruptcy Code.  NEG's approval of the transfer of the
GenHoldings Projects, however, may be required under applicable
non-bankruptcy law.

Accordingly, NEG asks the Court to approve the Stipulation and
authorize NEG to take actions necessary to permit the transfer of
the GenHoldings Projects to the GenHoldings Lenders' designees.

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: Wants Court to Compel May Co.'s Payment of Obligations
-----------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates accuse The May
Department Stores Company of nonpayment of amounts due for goods
ordered from Debtors Pillowtex Corporation and Fieldcrest Cannon,
Inc.

May Co. is a company organized under the laws of Delaware, with
its principal address at 611 Olive, St. Louis, Missouri.  Famous
Barr, Filenes, Foleys, Hechts, and Robinsons May are divisions of
May Co.

May Co. placed orders with Pillowtex and Fieldcrest for various
types of textile merchandise, including towels, sheets, pillows,
and comforters.  Donna L. Harris, Esq., at Morris, Nichols, Arsht
& Tunnel, in Wilmington, Delaware, alleges that despite the
demand, May Co. failed to make timely payments for the
merchandise.  Moreover, May Co. took unsubstantiated deductions
from amounts paid to Pillowtex.  Based on the Debtors' database
of all unpaid obligations, May Co. owes the Debtors $6,597,946:

May Co.                           Debit
Division   Fieldcrest Pillowtex   Memos   Deductions      TOTAL
--------   ---------- ---------  -------  ----------    ---------
Famous Barr $337,248   $194,528  $33,828    $216,956     $782,560

Filenes      731,817    665,399   46,168     389,599    1,832,982

Foleys       469,001    391,591   81,749     114,849    1,057,191

Hechts       400,433     94,242   17,976     479,200      991,851

Robinsons    764,039    684,665  101,862     382,796    1,933,362
                                                       ----------
                                             TOTAL     $6,597,946
                                                       ==========

Ms. Harris contends that May Co.'s failure to timely pay its
obligations is a breach of the purchase orders it entered into
with the Debtors.  The Debtors assert that they fulfilled all of
their obligations with respect to the purchases.

Accordingly, the Debtors ask the Court for a judgment directing
May Co. to pay:

   (a) Pillowtex, $3,895,409 plus interest, costs and
       attorneys' fees; and

   (b) Fieldcrest, $2,702,537 plus interest, costs and
       attorneys' fees.

                         May Co. Responds

May Co. argues that:

   (a) the Complaint fails to state any claim against May Co.
       upon which relief can be granted;

   (b) the Debtors' claims are barred, in whole or in part, by
       the doctrines of waiver, ratification and estoppel;

   (c) the claims are barred, in whole or in part, by the
       statute of limitations governing the parties' contracts;

   (d) the claims are subject to set-off;

   (e) the claims are subject to recoupment; and

   (f) the Debtors did not suffer any cognizable injury as a
       result of any of May Co.'s conduct.

Accordingly, May Co. asks Judge Walsh to dismiss the Complaint
with prejudice.  May Co. also seeks monetary damages for alleged
breaches of the Debtors' contractual duties.

On August 2, 2003, the amount of merchandise on order from the
Debtors totaled approximately $7,194,000 at May Co.'s cost.
Based on customary practices and course of dealing, May Co.
expected the Debtors to deliver the merchandise to May Co.'s
stores at the times that May Co. directed.  However, the Debtors
failed to complete the delivery of any of the ordered
merchandise, resulting in damages to May Co. currently expected
to be at least $7,490,000.

On September 10, 2003, May Co. had in stock substantial
quantities of the Debtors' merchandise and had on order
substantial additional quantities of Merchandise.  Due to the
Debtors' unscheduled and unilateral action in discontinuing
shipment, May was forced to liquidate the remaining merchandise
in its stores.  Pursuant to contractual arrangement between the
Debtors and May Co., the Debtors are liable for all losses and
damages in amount to be determined at trial but currently
expected to be at least $5,290,000.  The damages relates to price
changes affecting the merchandise.

The Debtors' claims and May Co.'s Counterclaims arise mutually
from the same transaction or series of transactions.  Both sets
of claims arose during the same time period and between the same
parties standing in the same capacity.  To the extent that May
Co. may be found liable to the Debtors for any of the amounts
asserted in the Complaint, May Co. asserts that it is entitled to
set-off and recoupment.

Therefore, May Co. seeks a judgment in its favor:

   (a) awarding damages to May Co. in an amount to be determined
       at trial, plus interest and costs;

   (b) granting May Co. the right of set-off against any judgment
       that may be entered in Pillowtex's favor;

   (c) granting May Co. the right of recoupment against any
       judgment that may be entered in Pillowtex's favor; and

   (d) awarding May Co. its costs and reasonable attorney's fees.

May Co. demands a jury trial on all issues triable.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211).  David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 60;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PILLOWTEX CORP: Gibbs Intl Sets Tentative Schedule for Asset Sales
------------------------------------------------------------------
GGST LLC announced the tentative schedule for the sale of assets
of the former Pillowtex Corp.

All textile machinery from former Pillowtex plants across North
America, originally valued in the hundreds of millions of dollars,
is being sold on a piece-by-piece basis by Gibbs International of
Spartanburg, S.C., the world's leading reseller of textile
equipment.

"This represents the largest and most-important sale of textile
equipment in years," said Jimmy Gibbs, president of Gibbs
International.

Gibbs International is part of GGST LLC, a partnership formed in
2003 to purchase certain assets and the rights to sell particular
assets of Pillowtex, which last year filed for relief under
Chapter 11 of the U.S. Bankruptcy Code. GGST's principals are
highly experienced in repositioning distressed companies, and will
sell the majority of assets other than textile machinery in a
series of auctions.

All auctions are subject to prior sale, which would result in
cancellation. The tentative schedule is as follows:

     - March 6 -- Auction of art and other collectibles from the
                  former Pillowtex corporate office in Kannapolis,
                  N.C. The items include hundreds of original
                  paintings and prints, sculptures, oriental
                  carpets, china, historical documents and classic
                  furniture. The auction will be held in Rock
                  Hill, S.C.

     - March 10-11 -- Sale of computer and IT equipment from the
                  Kannapolis headquarters. The items include
                  hundreds of computers, including laptops and
                  PC's, laser printers, color copiers and other
                  equipment. The auction will be held in Rock
                  Hill.

     - March 18 -- Auction of the 60,000-square-foot manufacturing
                  and warehouse facility and equipment in
                  Toronto, Canada.

     - April 1 -- Auction of the 121,000-square-foot manufacturing
                  and warehouse facility and equipment in Chicago.

     - April 8 -- Auction of vehicles, and material-handling and
                  shop equipment from the Kannapolis manufacturing
                  and warehouse facility.

     - April 22 -- Auction of the 104,000-square-foot feather
                  processing plant and equipment in Dallas, Texas.

     - April 29 -- Auction of the 697,000-square-foot
                  manufacturing plant and equipment in Concord,
                  N.C.

     - May 6 --   Auction of the 813,000-square-foot manufacturing
                  plant and equipment in Phenix City, Ala.

     - May 13 --  Auction of the 529,000-square-foot manufacturing
                  and warehouse equipment facility in Eden, N.C.

     - May 27 --  Auction of the 291,000-square-foot manufacturing
                  and warehouse facility and equipment in Hanover,
                  Pa.

     - June 1 --  Auction of miscellaneous items at the
                  Kannapolis, N.C., facility.

     - June 10 -- Auction of the 288,000-square-foot manufacturing
                  and warehouse facility and equipment in Tunica,
                  Miss.

     - June 24-25 -- Auction of the 973,000-square-foot
                  manufacturing and warehouse facility and
                  equipment in Fieldale, Va.

     - July 8 -- Auction of the 746,000-square-foot warehouse and
                 distribution center in Mauldin, S,C., and
                 107,000-square-foot manufacturing facility and
                 equipment in Union, S.C.

GGST LLC is a joint venture of Gibbs International, SB Capital
Group, Gordon Brothers Retail Partners LLP, Tiger Capital Group,
and Crescent Financial LLP.


PLAINS ALL AMERICAN: Closes Buy-Out of Capline & Capwood Interests
------------------------------------------------------------------
Plains All American Pipeline, L.P. (NYSE: PAA) closed the
acquisition of Shell Pipeline Company LP's interests in entities
that own an approximate 22% interest in the Capline Pipeline
System and an approximate 76% interest in the Capwood Pipeline
System.  The total purchase price for the transaction was
approximately $158 million, excluding transaction costs and crude
oil inventory and linefill requirements.

Plains All American Pipeline, L.P. (S&P, BB+ Senior Unsecured
Rating, Positive) is engaged in interstate and intrastate crude
oil transportation, and crude oil gathering, marketing,
terminalling and storage, as well as the marketing and storage of
liquefied petroleum gas and other petroleum products, primarily in
Texas, California, Oklahoma, Louisiana and the Canadian Provinces
of Alberta and Saskatchewan.  The Partnership's common units are
traded on the New York Stock Exchange under the symbol "PAA." The
Partnership is headquartered in Houston, Texas.


PORT AUTHORITY: Fitch Affirms BB+ Rating on $934MM Project Bonds
----------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on $934 million Port
Authority of New York and New Jersey (PA), JFK International Air
Terminal L.L.C. Project, special project bonds, series 6. The
series 6 bonds are placed on Rating Watch Negative pending the
resolution of several short-term credit relevant issues.

These credit issues include a successful negotiation with the Port
Authority regarding the subordinate loan and the timely conclusion
of the Port Authority and the City of New York lease extension
ULURP process. The bonds are primarily secured by facility rental
payments by the lessee (JFK IAT). MBIA, a bond insurer whose
insurer financial strength is rated 'AAA' by Fitch, provided
credit enhancement.

Fitch's Rating Watch Negative reflects the lower than expected
cash flow results and debt service coverage (1.01x) during FY2003.
Furthermore, enplanement declines continued due to airline
bankruptcies, the Iraqi conflict, and SARs. However, during this
same period JFK IAT management initiated $2.3 million of cost
savings and signed six new carriers to multiple-year leases.
Current estimates show 2004 enplanement and revenue activity as
stable and growing. Also, competitive pressures from other
terminals are lessoning. Lastly, although the PA subordinate loan
is truly junior to the series 6 bonds, with no cross defaults,
financial margins are extremely thin so Fitch believes this loan
must be restructured in the short-term or this project will become
unsustainable.

The 'BB+' rating reflects lower than expected enplanement figures
pre- and post-Sept. 11, 2001, excess terminal capacity at the
airport, and aggressive pricing strategies from other terminal
operators. Furthermore, JFK IAT's weakening financial margins are
exacerbated by the large debt load, including $934 million series
6 bonds and the $163 million PA subordinate loan for completion
funding. Positive credit factors include JFK International
Airport's position as the top international passenger gateway in
the U.S. and, JFK IAT's importance since it serves approximately
29% of the airport's total international traffic.

JFK IAT is a consortium of three companies formed specifically for
this project. Included in the consortium is Schiphol USA Inc., a
subsidiary of Schiphol International B.V., whose parent, Schiphol
Group N.V. operates Amsterdam Schiphol Airport in the Netherlands.
Schiphol's level of expertise and worldwide reputation for
managing international airports and developing retail is critical
to the success of this terminal. Furthermore, Schiphol has
remained committed to this project even though financial
incentives have diminished considerably. Currently, there are 46
airline tenants utilizing IAT, representing a very high level of
diversification for an individual terminal.

JFK IAT management is aware of the difficulties it faces with
regard to narrowing financial margins. These difficulties are
exacerbated by the short tenure of the lease with Port Authority
and the resulting high annual debt service costs, after including
the special mandatory redemption payments (SMR). On Oct. 15, 2003,
the Port Authority reached an agreement with New York City (NYC)
extending the lease that governs control of the two NYC airports,
JFK and LaGuardia.

This agreement ends years of negotiations and when finalized will
extend the JFK IAT series 6 bonds through 2025 and negate the need
for SMR payments. Between restructuring the PA subordinate loan,
amortizing the series 6 bonds through 2025, a stabilizing of the
airline industry, and management's aggressive marketing efforts,
Fitch views the likelihood that debt service coverage will remain
adequate, for this rating level, as strong. Therefore, after the
near-term credit issues are resolved, Fitch views the long-term
financial viability of this project as adequate.

For additional detail regarding the Port Authority of New York and
New Jersey's lease settlement with the City of New York, see Fitch
Research dated Oct. 16, 2003.


PSS WORLD: S&P Rates Proposed Senior Convertible Notes at B
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' debt rating to
PSS World Medical Inc.'s proposed $150 million convertible senior
unsecured notes, maturing in 2024. At the same time, Standard &
Poor's affirmed its 'BB-' corporate credit rating on the company.
Proceeds from the new notes will be used to reduce the balance
outstanding on the company's current credit facility and will also
be used for up to $35 million in share repurchases.

The outlook is positive.

"The speculative-grade ratings on PSS World Medical Inc. reflect
Standard & Poor's concerns about the company's ability to extend
operating improvements, following earlier operating difficulties,
and bolster its niche position in important medical supply
distribution markets," said Standard & Poor's credit analyst
Jordan C. Grant.

Jacksonville, Florida-based PSS is a leading national distributor
of medical products to the physician office and extended-care
markets. The company's broad product offerings, its computerized
order entry and inventory tracking systems (with customer Internet
access), and a large consultant sales force provide competitive
advantages.

PSS has focused on restructuring its operations during the past
two years. The company has reduced its number of distribution
centers to 46 from 72, added pharmaceuticals to its distribution
line, and sold its unprofitable diagnostic imaging business for
$45 million. The restructuring has made PSS World's operations
both more efficient and profitable and has provided a clear
direction for the company's growth.

The changes come after a troubled period. The company's
profitability suffered following its entry into the nursing home
supply field via the 1998 acquisition of Gulf South Medical Supply
Inc. PSS' attempted merger with Fisher Scientific International
Inc. was also disruptive. Although the agreement with Fisher was
terminated in September 2002 before the companies united, PSS
suffered for a time from increased employee turnover related to
the talks.


RELIANCE GROUP: Lamanna Parties Woo Court to Okay $5M Settlement
----------------------------------------------------------------
Certain individuals asserted claims for alleged breach of
fiduciary duty under Section 502(a)(2) of the Employee Retirement
Income Security Act of 1974, relating to their investments in
Reliance Group Holdings, Inc.'s publicly traded common stock.
They filed a class action on July 17, 2001 captioned LaManna, et
al. v. Steinberg, et al., Civil Act. No. 01 CV 3571 (Judge Anita
B. Brody), in the United States District Court for the Eastern
District of Pennsylvania.

The Reliance Group Debtors are not parties to the LaManna Action,
but they are involved as owners of insurance policies that are
property of the estates.  The Parties are:

   -- Plaintiffs: Camille LaManna and Eileen Stutzbach,
      individually, on behalf of the Reliance Savings Incentive
      Plan and as representatives of the Class;

   -- Defendants: Saul P. Steinberg, Robert M. Steinberg, Lowell
      C. Freiberg, George E. Bello, James E. Yacobucci, Joel H.
      Rothwax, Bruce L. Sokoloff, Leslie Fishkin and Ann
      E. Colleran;

   -- the Reliance Savings Incentive Plan;

   -- certain Underwriters at Lloyd's, London and Companies
      subscribing to policy numbers 823/FD9701593, 542/FO120D96,
      823/FO1307D97, 823/FD9798178 and 823/FD9900896; and

   -- the Insurance Commissioner of Pennsylvania as Liquidator of
      RIC, which is the Plan Administrator of the Reliance
      Savings Incentive Plan.

On August 30, 2002, the Defendants filed three requests to
dismiss that, although fully briefed, remain sub judice.
Discovery was stayed while the Parties to the LaManna Action were
referred to United States Magistrate Judge Diane M. Welsh, U.S.
District Court for the Eastern District of Pennsylvania, to
conduct settlement discussions.

The LaManna Action Parties held numerous good faith, arm's-length
negotiating sessions over the next 14 months attempting to settle
the ERISA Claims, with the assistance of Judge Welsh.  As a
result, the LaManna Action Parties, assessing the risks and costs
of litigation, determined to settle the LaManna Claim under these
terms:

     (1) Releases:

         (a) the Plaintiffs will forever release the Defendants
             from all Settled Claims;

         (b) RIC, as the Plan Administrator, releases the parties
             to the Settlement;

         (c) the Insurers release the Plaintiffs; and

         (d) the Defendants release claims to insurance coverage
             and the Insurers for their part in the litigation.

     (2) Coverage:

         (a) the Defendants retain the right to seek insurance
             coverage for indemnity, costs, expenses and fees for
             any claims not settled; and

         (b) the Insurers, on behalf of the Defendants, will pay
             $5,000,000 to settle the LaManna Claim;

                (i) the Insurers will pay $60,000 from the
                    $5,000,000 to Fidelity Employer Services
                    Company to pay administrative fees and costs
                    associated with mailing the Class Notice and
                    calculating and applying the Plan of
                    Allocation.  This amount is not recoverable
                    if the Settlement is not approved by the
                    District Court;

               (ii) the Insurers, on behalf of Defendants, will
                    pay Class Counsel, from the $4,940,000
                    remaining from the Settlement Amount, the
                    amount awarded by the District Court, plus
                    the amount awarded to the Plaintiffs; and

              (iii) the Insurers will pay the balance of the
                    Settlement Amount to Fidelity Management
                    Trust Company for allocation to Class
                    Members.

By this motion, the LaManna Action Parties ask Judge Gonzalez to
approve the Settlement Agreement.  The LaManna Action Parties
also ask the Court to preclude creditors of the Debtors' estates
from taking actions inconsistent with the Settlement.  The
Parties are seeking approval for the Settlement in the
Commonwealth Court and the Pennsylvania Court.

Steven R. Gross, Esq., at Debevoise & Plimpton, assures the Court
that the $5,000,000 Settlement Amount is fair, given the
$90,000,000 in damages claimed by the Plaintiffs.  The insurance
polices provide for $125,000,000 in coverage for the Defendants.
Of equal importance, the settlement of the LaManna Action will
avoid further depletion of the insurance funds through legal
expenses, which could grow to more than the Settlement Amount,
given the number of parties and the complexity of the litigation.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ROCKMORE DISCOVERY COACHES: Involuntary Case Summary
----------------------------------------------------
Alleged Debtor: Rockmore Discovery Coaches & Tours
                Unlimited, Inc.
                835 Wideman Drive
                Dallas, Texas 75217

Involuntary Petition Date: March 2, 2004

Case Number: 04-32682

Chapter: 11

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Petitioners' Counsel: Adam Jacob Loewy, Esq.
                      Neligan, Tarpley, Andrews, Foley
                      1700 Pacific Avenue, Suite 2600
                      Dallas, TX 75201
                      Tel: 214-840-5300
                      Fax: 214-840-5301

Petitioners: Gregory Maxwell
             9058 Zebulon Circle
             Parker, CO 80134

             Rhonda Shelton
             1320 Overhill Drive
             Garland, TX 75041

             Ruth Foster
             910 Circle in the Woods
             Fairview, TX 76069

Total Amount of Claim: $9,000,000


SIERRA HEALTH: Dr. Anthony Marlon Reports 10% Equity Stake
----------------------------------------------------------
Dr. Anthony M. Marlon, M.D. may be deemed to beneficially own
2,671,372 shares of the common stock at December 31, 2003 of
Sierra Health Services Inc.  That number of shares reported as
beneficially owned includes 2,329,003 shares held indirectly
through a total of six trusts established by Dr. Marlon and his
wife, and 1,500 shares held indirectly through a limited
partnership.  Dr. Marlon may be deemed to have or share voting
power and/or dispositive power over the shares held by the six
trusts and, therefore, to have beneficial ownership with respect
to such shares.  Dr. Marlon, as managing general partner of the
Partnership, has sole voting and dispositive power over the shares
held by the Partnership.  Dr. Marlon disclaims beneficial
ownership as to the shares held by the six trusts, other than the
935,341 shares held by the Marlon Family Trust (a revocable trust
of which he is a trustee).  The number of shares reported as
beneficially owned also includes 210,954 shares that Dr. Marlon
has a right to acquire within 60 days of December 31, 2003, upon
exercise of options and vesting and/or settlement of restricted
stock units, and includes 129,915 shares held for Dr. Marlon's
account under the Company's 401(k) plan for employees.

Dr. Marlon's beneficial ownership does not include 163,054 shares
held in three trusts for the benefit of family members, the
trustee of each of which is Erin E. MacDonald, and does not
include 652,648 shares held by the AMM & RM Family Limited
Partnership, the general partner of which is a trust for the
benefit of a family member; the trustees of that trust are Ms.
MacDonald, William Godfrey, and Jeannine M. Zeller (daughter of
Dr. Marlon).  Dr. Marlon's beneficial ownership also does not
include 676,498 shares subject to stock options which are not
currently exercisable and will not become exercisable within 60
days after December 31, 2003; 390,498 of these stock options have
become non-forteitable, but remain unexercisable to the extent
that, after such exercise (and any simultaneous sales), Dr. Marlon
would beneficially own in excess of 10% of the outstanding common
stock.

Sierra Health Services Inc. (S&P, BB Long Term Issue and Senior
Debt Ratings, Stable), based in Las Vegas, is a diversified
healthcare services company that operates health maintenance
organizations, indemnity and workers' compensation insurers,
military health programs, preferred provider organizations and
multispecialty medical groups. Sierra's subsidiaries serve more
than 1.2 million people through health benefit plans for
employers, government programs and individuals. For more
information, visit the company's Web site at
http://www.sierrahealth.com/


SOLUTIA: Retiree Panel Taps Spencer & Haskell Firms as Counsel
--------------------------------------------------------------
The proposed committee of retirees appointed in the Chapter 11
cases of Solutia, Inc. and its debtor-affiliates seeks the Court's
authority to retain Spencer Fane Britt Browne LLP and Haskell,
Slaughter, Young & Young & Rediker, LLC as its counsel, nunc pro
tunc to January 9, 2004.

About 9,800 retirees and 9,700 of their spouses and dependents,
receive health, life and disability benefits pursuant to plans
maintained by the Debtors prior to the Petition Date.  These
health, life and disability benefits constitute "retiree
benefits" for the purpose of Section 1114 of the Bankruptcy Code.
The Proposed Official Committee of Retirees will be vested with
rights, powers and duties of committees appointed under Sections
1102 and 1103 of the Bankruptcy Code, including the ability to
retain legal counsel with Court approval.

The Retiree Committee has requested Spencer, with the assistance
of Haskell, to represent them in the Debtors' Chapter 11 cases
and related contested matters and adversary proceedings as may be
required.  Spencer and Haskell were consulted regarding the
formation of the Retiree Committee on January 9, 2004.

Spencer is a regional law firm with more than 120 attorneys.  The
firm has a prominent employment and benefits practice, which will
bring specialized knowledge and experience to retiree benefits
issues in the Debtors' cases.  Daniel D. Doyle and Nicholas A.
Franke, from Spencer's St. Louis office, will be primarily
involved in the representation.

Haskell is a mid-sized firm with an office in New York City.
Donald L. Rickertsen will be the Haskell professional primarily
involved in the representation.  Mr. Rickertsen represented the
Official Committee of Retirees in the Eastern Airlines bankruptcy
case.

Neither Spencer nor Haskell represents any member of the proposed
Retiree Committee, the Debtors, the United States Trustee or any
other party-in-interest in the Chapter 11 case, with these
exceptions:

   (a) Spencer consulted preliminarily with Mallinckrodt, Inc.
       regarding a possible transaction with the bankruptcy
       estate.  That representation has been terminated and will
       not be relevant to the representation of the Retiree
       Committee;

   (b) Spencer filed a notice of reclamation in the Debtors'
       Chapter 11 case for goods valued at $49,507 on behalf of
       Lackey Sheet Metal, LLC.  That representation has been
       terminated and will not be relevant to the representation
       of the Retiree Committee;

   (c) Solutia, Inc. and Mallinckrodt filed an action for
       contribution under Section 113 of the Comprehensive
       Environmental Response, Compensation and Liability Act
       against 40 third party defendants.  Spencer represents
       three of the defendants.  This case is still in its
       initial stages.  The case management order entered by the
       court set a trial date in July 2005;

   (d) Spencer represents Pfizer in an appeal from the dismissal
       of a wrongful termination action brought by a former
       employee and in the underlying litigation, which was
       commenced in 2002;

   (e) Spencer may have provided estate-planning services to
       retirees of the Debtors, but did not provide any services
       to the proposed members of the Retiree Committee; and

   (f) Three retirees are the parents of members of Spencer.
       However, no member of Spencer is related to a member of
       the Retiree Committee.

Spencer and Haskell have agreed to represent the Retiree
Committee without a retainer and on an hourly basis with
reimbursement of expenses.  The professionals expected to be
primarily involved in the representation are charged at the same
rates in both bankruptcy and non-bankruptcy matters, ranging
between $150 and $275 per hour.

The Retiree Committee asks the Court to include Spencer's and
Haskell's allowed fees and expenses in any "Carve-out" provided
for professionals in the Debtors' postpetition financing, on
terms at least as favorable as those provided to the counsel for
the Creditors Committee and in a maximum amount not less than
$1,000,000 each for Spencer and Haskell.

Headquartered in St. Louis, Missouri, Solutia, Inc.
-- http://www.solutia.com/-- with its subsidiaries, make and sell
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Company filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SUMPROPERTIES I: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SumProperties I, LP
        17300 North Dallas Parkway, Suite 2040
        Dallas, Texas 75248

Bankruptcy Case No.: 04-32450

Chapter 11 Petition Date: March 1, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Gregory Todd Meyer, Esq.
                  Law Office Of Gregory T. Meyer
                  1316 Village Creek Drive, Suite 500
                  Plano, TX 75093
                  Tel: 972-484-6544
                  Fax: 972-484-6522

Total Assets: $3,329,321

Total Debts:  $4,399,433

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wells Fargo Bank              Bank loan Contingent    $1,263,000
c/o Roland Love               Value of Collateral:
1201 Elm Street, #5400        $810,000
Dallas, TX 75270              Unsecured: $453,000

Associates Funding Group Inc  Bank loan                 $657,000
c/o Mark D. Winnubst          Value of Collateral:
1701 N. Collins Blvd., #1100  $810,000
Richardson, TX 75080          Unsecured: $260,000

Steve Mossman                                            $20,000

Lewisville ISD                                           $20,000

Associates Funding Group Inc                             $18,112

Walker & England                                         $10,000


SUN HEALTHCARE: Finalizes Lease Restructuring Pacts with Omega
--------------------------------------------------------------
Sun Healthcare Group, Inc. (OTC BB: SUHG) and Omega Healthcare
Investors, Inc. (NYSE: OHI) jointly announced that they have
finalized and closed definitive agreements regarding the 51
properties owned by various subsidiaries of Omega that are leased
to various affiliates of Sun.

On Jan. 26, 2004 Sun and Omega announced that they had reached an
agreement in principle regarding the restructuring of the master
leases covering those properties. That agreement has now been
documented in a binding lease and related agreements, pursuant to
which Sun will continue to operate and occupy 23 long-term care
facilities, five behavioral properties and two hospital
properties. The terms of the transaction remain as stated in the
Jan. 26, 2004 release announcing the agreement in principle.

Sun Healthcare Group, Inc., with Executive Offices located in
Irvine, California, owns SunBridge Healthcare Corporation and
other affiliated companies that operate long-term and postacute
care facilities in many states. In addition, the Sun Healthcare
Group family of companies provides high-quality therapy, home care
and other ancillary services for the healthcare industry.

For further information regarding Sun and the matters reported
herein, see the Company's Annual Report on Form 10-K for the year
ended Dec. 31, 2002, a copy of which is available at Sun's website
at http://www.sunh.com/

Omega (S&P, B+ Corporate Credit Rating, Stable) is a Real Estate
Investment Trust investing in and providing financing to the long-
term care industry. At Dec. 31, 2003, the Company owned or held
mortgages on 211 skilled nursing and assisted living facilities
with approximately 21,500 beds located in 28 states and operated
by 39 third-party healthcare operating companies.


TENET HEALTHCARE: Fitch Further Drops Low-B Level Debt Ratings
--------------------------------------------------------------
Fitch Ratings has downgraded Tenet Healthcare Corp.'s senior
unsecured debt to 'B-' from 'B+' and bank facility rating to 'B'
from 'B+'. The Rating Outlook is Negative.

The downgrade reflects ongoing concerns regarding Tenet's cash
flow performance in light of several issues facing the company.
Fitch's concerns center on the likelihood that Tenet will consume
more cash than it generates from operations over then next twelve
months amid a tightening liquidity profile as the company is
seeking relief from its bank group. Fitch believes that Tenet's
unsecured debt will become subordinate to the bank facility, which
the company is currently renegotiating, and that availability
under the agreement may be trimmed.

Accelerated cash consumption is being driven by a $148 million
(plus accrued interest) payment to a former director, likely
increased expenses and working capital burn at facilities the
company has targeted for divestiture, and continued difficulties
with bad debt exposure from uninsured patients and delinquent
managed care payments. Other cash needs may eventually be driven
by the host of outstanding investigations currently involving
Tenet.

Moderating capital spend, the potential for cash refunds on tax
losses and improved reimbursement from managed care payors
stemming from Tenet's more aggressive negotiating stance may
represent mitigants that may improve Tenet's performance beyond
Fitch's expectations. Additionally, the timing of asset sales will
have a direct impact on Tenet's operating performance and working
capital spend. However, the timing of such issues makes it
difficult to accurately quantify their impact.


TEXAS PETROCHEM: Sandell & Ramius Affiliates to Fund Reorg. Plan
----------------------------------------------------------------
Texas Petrochemicals LP has signed definitive documentation with
an affiliate of Sandell Asset Management Corp. and RCG Carpathia
Master Fund, LTD, an affiliate of Ramius Capital Group, LLC
(collectively, "Sandell/Ramius") to provide equity and debt
financing solicited by the Company to fund its plan of
reorganization.

The Company filed a Chapter 11 petition for protection from
creditors on July 20, 2003 in the U.S. Bankruptcy Court for the
Southern District of Texas -- Houston Division, and filed its
initial Plan of Reorganization and Disclosure Statement on October
31, 2003 and November 3, 2003, respectively. The Company
subsequently filed a First Amended Plan and Disclosure Statement
on January 15, 2004 reflecting a restructuring based upon an exit
financing plan that included an equity investment by a private
equity firm. The Company received Bankruptcy Court approval of its
modified Disclosure Statement on January 29, 2004 and submitted
its modified Plan for creditor approval.

Pursuant to provisions of the Bankruptcy Court approved Bid
Procedures Order, the Company was allowed to solicit proposals
until February 23, 2004 from other parties interested in providing
alternative investment proposals. The Bid Procedures Order
provided that the Company and the Official Joint Committee of
Unsecured Creditors would jointly select the best financing
proposal on February 25, 2004. On that date, the Company and the
Official Joint Committee of Unsecured Creditors both determined
that the Sandell/Ramius bid was the highest and best available
investment proposal for the Company and its creditors. As a result
of the Sandell/Ramius agreement, the Company will be required to
amend its Plan and resolicit creditor approval of the amended
Plan. Therefore, the Plan confirmation hearing, previously
scheduled for March 4, 2004, is expected to be reset for early
April.

Under the terms of the Sandell/Ramius agreement, the Company will
raise a total of $80 million of new capital, comprised of $20
million in new equity and $60 million of new senior secured
convertible notes. Principal terms of the Sandell/Ramius agreement
include the following:

--  The allowed claims of the Company's unsecured creditors will
    be converted into 100% of the common stock of the reorganized
    TPC, as diluted thereafter by the Sandell/Ramius investments
    as described below, and the stock option plan to be determined
    by the Board of Directors of the reorganized TPC.

--  Sandell/Ramius have committed to provide up to $20 million as
    a direct investment in common stock of the reorganized TPC,
    representing approximately 21.4% of the initial outstanding
    common stock (without giving any effect to the potential
    conversion of convertible notes to common stock or the stock
    option plan). Of the $20 million common stock investment, $10
    million will be offered for purchase pro rata to TPC's
    unsecured creditors in connection with the solicitation of the
    amended Plan.  One-half of any portion of the $10 million
    offered to unsecured creditors that is not subscribed to by
    unsecured creditors will be made available to stock-purchasing
    unsecured creditors as an oversubscription pool, in which such
    unsecured creditors are expected to be able to purchase up to
    two times their pro rata basic subscription right, subject to
    proration. Sandell/Ramius has agreed to purchase the other
    half of any stock that is not initially subscribed to by
    unsecured creditors, as well as any stock remaining in the
    oversubscription pool.

--  Sandell/Ramius have committed to purchase up to $60 million of
    the Company's new 7.25% Senior Secured Convertible Notes due
    2009, which will be convertible into common stock of
    reorganized TPC on the same basis as the direct common stock
    investment. Of the $60 million convertible note investment,
    $30 million will be offered for purchase pro rata to TPC's
    unsecured creditors in connection with the solicitation of the
    amended Plan.  Sandell/Ramius has agreed to purchase any notes
    that are not subscribed by unsecured creditors.  This $60
    million issue of convertible notes replaces the $50 million
    term loan specified in the previously filed Plan. Information
    on how the unsecured creditors may participate in the two
    rights offerings will be included in the amended Plan and a
    supplement to the Disclosure Statement.

--  Sandell/Ramius will also purchase, under a cash election
    option provided for in the amended Plan and their agreement,
    up to an additional $20 million of common stock to fund
    payments to be made under the Plan to holders of Eligible
    Allowed Unsecured Claims validly electing the cash election
    option. The cash election amount will be $0.1843 per $1.00 of
    allowed claim, and the number of holders of claims that may
    elect the cash election is subject to proration if the cash
    election is oversubscribed. Under this provision,
    Sandell/Ramius will receive the same number of shares
    of common stock that the holders of those Eligible Allowed
    Unsecured Claims taking the cash election would have received
    under the Plan had they not elected the cash election option.
    The aggregate purchase price to be paid by Sandell/Ramius for
    these shares will equal the amount necessary to fund the cash
    election.

--  The Company will endeavor to file a resale registration
    statement for both the common stock and convertible notes
    issued to Sandell/Ramius within 150 days of the closing and
    have the registration statement be effective within 240 days
    of the closing.  The Company will also endeavor to obtain a
    public listing for the common stock upon the effectiveness of
    that registration statement.

--  The Company anticipates that LaSalle Business Credit, Inc.
    will provide a $50 million revolving credit facility under the
    terms of the Company's amended Plan and LaSalle's executed
    commitment letter.

The closing of the transactions under the agreement with
Sandell/Ramius and the LaSalle revolving credit facility are
subject to satisfaction of certain conditions, including obtaining
the required approval of the amended Plan. The Company's
forthcoming amended Plan, as required by the Bankruptcy Code,
remains subject to approval by a vote of its unsecured creditors
and confirmation of the Plan by the Bankruptcy Court. There is no
guarantee that the Plan, to be amended to provide for the
investment terms above, might not be further amended, modified or
replaced, or that the Plan will ultimately be approved by its
creditors or the Bankruptcy Court.

Carl Stutts, President and Chief Executive Officer of the Company,
commented: "Through the extended solicitation process, we were
able to improve significantly the terms of our exit financing
package, in terms of debt service cost, debt maturity and dilution
to our unsecured creditors. We are excited to have the support and
confidence of two large, respected institutions like Sandell and
Ramius, and look forward to further establishing the Company as a
trusted, valuable partner to our suppliers and customers. We are
also pleased to have the unanimous support of the Official Joint
Committee of Unsecured Creditors for this Plan."

The Company is a producer of quality C4 chemical products widely
used as chemical building blocks for synthetic rubber, nylon
carpets, adhesives, catalysts and additives used in high-
performance polymers. The Company has manufacturing facilities in
the industrial corridor adjacent to the Houston Ship Channel and
operates product terminals in Baytown, Texas and Lake Charles,
Louisiana. For more information about the Company's products and
services visit the Company online at http://www.txpetrochem.com/


TRANSWESTERN PUBLISHING: Will Redeem Remaining $29M Notes in April
------------------------------------------------------------------
TransWestern Publishing Company LLC announced the successful
completion of its tender offer for the $215 million outstanding
Series F 9 5/8% Senior Subordinated Notes due 2007 (CUSIP No.
894063AK2, the "Notes") issued by TransWestern Publishing and TWP
Capital Corp. II and the related consent solicitation.

Approximately $185.7 million or 86.4% of the Notes were tendered
in the tender offer and the holders of those Notes delivered
consents in the consent solicitation. The tender offer expired at
12:00 midnight, New York City time, on March 1, 2004. As a result
of the consent solicitation, the indenture under which the Notes
were issued was amended to eliminate substantially all events of
default and eliminate or modify certain restrictive covenants with
respect to the Notes. The tendered Notes were accepted for payment
and the amendments to the indenture became operative on February
25, 2004. TransWestern Publishing paid approximately $192 million,
plus accrued interest, for the Notes validly tendered and related
consents validly delivered.

The Issuers also announced that a redemption notice is being
mailed to redeem all of the Notes not tendered in the tender
offer. These remaining Notes have an approximate principal amount
of $29.2 million and are expected to be redeemed by the Issuers on
April 1, 2004 pursuant to the terms of the indenture.

Goldman, Sachs & Co. acted as the exclusive Dealer Manager and
Solicitation Agent and D.F. King & Co., Inc. acted as Information
Agent for the tender offer and related consent solicitation.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' senior secured debt ratings to TransWestern
Publishing Co. LLC's planned $65 million seven-year senior secured
revolving credit and $400 million seven-year senior secured
tranche B term loan facilities. At the same time, recovery ratings
of '4' were assigned to these facilities. The 'BB-' ratings are
the same as the company's corporate credit rating; this and the
'4' recovery ratings indicate a marginal recovery (25%-50%) of
principal in the event of a default.

Standard & Poor's also assigned its 'B' senior secured debt rating
and its recovery rating of '5' to the company's planned $200
million eight-year senior second priority secured term loan
facility. The 'B' rating is two notches lower than the corporate
credit rating; this and the '5' recovery rating indicate that the
second priority debt holders can expect negligible recovery (0%-
25%) of principal in the event of a default.


USG CORP: Wants Until September 1, 2004 to File Chapter 11 Plan
---------------------------------------------------------------
USG Corporation and its debtor-affiliates ask the Court to extend:

   (a) their exclusive period to file a plan of reorganization
       through and including September 1, 2004; and

   (b) their exclusive period to solicit acceptances of that plan
       through and including November 1, 2004.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells the Court that the Debtors remain
committed to emerging from Chapter 11 as soon as practicable,
consistent with the interests of all their stakeholders and
taking into account the complexity of their bankruptcy cases and
the sharply differing views on U.S. Gypsum Company's asbestos
liability.

The Debtors relate that until U.S. Gypsum's asbestos personal
injury liabilities are resolved, the value of the estate cannot
be allocated fairly among the Debtors' stakeholders, including
legitimate asbestos claimants.  In addition, an estimate of the
asbestos liability is necessary to satisfy the standards of
Section 524(g) of the Bankruptcy Code and certain confirmation
standards pursuant to Section 1129, like the "best interests
test," plan feasibility, and the requirement that no party
receive more than 100% of the allowed principal amount of its
claim.  As a result, the filing of any Plan in the Debtors'
Chapter 11 cases at this time would be premature, and would, by
necessity, be contentious and unconfirmable.  Therefore, it is
clear that the plan must await the important resolution process
for U.S. Gypsum's asbestos liability.

Mr. DeFranceschi notes that as the Debtors wait for estimation
proceedings, they have continued to operate their businesses
profitably.  They also expect to continue building significant
additional cash during the proposed extension of their exclusive
periods.  The Debtors continued to take actions to maximize the
value of their estates for stakeholders and otherwise move the
cases towards confirmation.  In addition to the typical case
administration and related matters accomplished during this time,
the Debtors achieved success in these matters related to their
Chapter 11 cases:

   * Prepetition Claim Resolution Procedures;

   * Asbestos Property Damage Matters;

   * Reorganization Plan Issues;

   * The Center for Claims Resolutions, Inc. Litigation;

   * Proofs of Claim Filed in the Armstrong Chapter 11 Case;

   * Acquisitions and Joint Ventures; and

   * WFD Litigation.

Mr. DeFranceschi states that at this point, no other party is in
a position to propose a viable Reorganization Plan.  Accordingly,
the Debtors deem it appropriate to maintain the status quo by
extending the exclusive filing and solicitation periods in their
Chapter 11 cases.

The Debtors ascertain that the Creditors Committee supports their
request for extension.

The Court will convene a hearing on April 26, 2004, to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
deadline is automatically extended through the conclusion of that
hearing. (USG Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


TELCOBLUE: Promotional Containers' CEO Acquires 84% Equity Stake
----------------------------------------------------------------
Pursuant to the terms of an Agreement and Plan of Reorganization
dated January 15, 2004, James N. Turek, the President and CEO of
Promotional Containers Manufacturing, Inc., a private Nevada
corporation, received 28,700,000 common shares of telcoBlue, which
presently represents 84% of telcoBlue's issued and outstanding
common stock.

On January 22, 2004, telcoBlue acquired all the issued and
outstanding stock of PCM in exchange for 28,700,000 shares of
telcoBlue, Inc. common stock through a tax-free stock exchange,
the terms and conditions which are set forth in an Agreement and
Plan of Reorganization dated January 15, 2004.

PCM owns 100% interest in GMB, a professional photo packaging
company (Folios/Photo Mounts and Wedding Albums).  GMB, since its
beginning in 1906, has expanded its product offerings from
photomounts and other related paper packaging items to padded
folios, wedding albums, baby albums, and today offers more than
2,000 products to its current clients.

telcoBlue, Inc. formerly Better Call Home, Inc., a development
stage company, was formed in Nevada on August 2, 2002, to operate
an Internet-based long distance telephony network using state-of-
the-art Voice over Internet Protocol.

On August 29, 2002, BCH entered into a reorganization with Wave
Power.net, Inc., an inactive public company, whereby Wave Power
acquired all of the issued and outstanding shares of BCH's common
stock The combined entity changed its name to telcoBlue, Inc. on
August 29, 2002.

Since August 29, 2002, telcoBlue's only activities have been
organizational ones, directed at developing its business plan and
seeking a merger candidate.   We have not generated any revenues.
telcoBlue has not commenced any commercial operations.

The company's December 31, 2003, balance sheet shows a total
stockholders' deficit of $67,086.


TELCO BLUE: Daymon Bodard Resigns as President and Director
-----------------------------------------------------------
Effective January 15, 2004, telcoBlue completed a reverse merger
with Promotional Containers Manufacturing whereby telcoBlue issued
28,700,000 shares to PCM for all of the outstanding shares of PCM.

Mr. Daymon Bodard resigned as the former President and Director of
telco, and Dominic Martinez and Dan Motsinger resigned
respectively as directors in connection with the Agreement and
Reorganization dated January 15, 2004.  Prior to their
resignations, James N. Turek was appointed as the President,
Director and CEO; Edward Garstka was appointed as Treasurer, CFO
and Director; James Toohey was appointed as Vice-President and
Director, and James Bonn as Secretary to fill the vacancies in the
Board of Directors created by the resignations of Messrs. Bodard,
Martinez and Motsinger.

telcoBlue, Inc. formerly Better Call Home, Inc., a development
stage company, was formed in Nevada on August 2, 2002, to operate
an Internet-based long distance telephony network using state-of-
the-art Voice over Internet Protocol.

On August 29, 2002, BCH entered into a reorganization with Wave
Power.net, Inc., an inactive public company, whereby Wave Power
acquired all of the issued and outstanding shares of BCH's common
stock The combined entity changed its name to telcoBlue, Inc. on
August 29, 2002.

Since August 29, 2002, telcoBlue's only activities have been
organizational ones, directed at developing its business plan and
seeking a merger candidate.   We have not generated any revenues.
telcoBlue has not commenced any commercial operations.

The company's December 31, 2003, balance sheet shows a total
stockholders' deficit of $67,086.


TFM S.A.: S&P Places B Long-Term Credit Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit rating on TFM S.A. de C.V. on CreditWatch with
negative implications.

The CreditWatch listing reflects Standard & Poor's concerns about
TFM's inability to meet certain financial covenants under its term
loan facility and CP program. "Although the company is currently
negotiating with its lenders to obtain waivers, Standard & Poor's
is concerned about the potential impact of this event on TFM's
financial profile," said Standard & Poor's credit analyst Juan P.
Becerra.

The NAFTA economic deceleration environment continues to hurt the
performance of TFM's operations. The year-over-year drop in the
company's numbers reflects lower sales in the automotive segment
and higher raw materials costs, such as diesel fuel.

TFM's CreditWatch listing will be resolved upon the negotiation of
the waivers under its term loan facility and CP program.


TEXOMA HOTEL CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Texoma Hotel Corporation
        216 Highway 1417 South
        Sherman, Texas 75092

Bankruptcy Case No.: 04-32409

Type of Business: The Debtor owns a hotel.

Chapter 11 Petition Date: March 1, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Rod L. Poirot, Esq.
                  Cavazos, Hendricks and Poirot, P.C.
                  900 Jackson Street, Suite 570
                  Dallas, TX 75202
                  Tel: 214-748-8171

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
------                        ---------------       ------------
Idabel Hotel Corporation      Loan                      $468,850
216 Hwy 1417 South
Sherman, TX 75092

Nortex Hotel Corporation      Loan                      $210,071

Seguin Hotel Corporation      Loan                       $70,000

Reynolds & Reynolds           Loan                       $60,847

TXU Energy                    Misc. Services              $4,462

Guest Distribution            Misc. Claim                 $2,123

Otis Elevator Company         Misc. Claim                 $1,472

US Foodservice Inc.           Misc. Claim                 $1,263

Royal Cup                     Misc. Claim                 $1,000

City of Denison               Misc. Claim                   $916

Impact Partners               Misc. Claim                   $750

Viking Office Products        Misc. Claim                   $746

TXU Gas                       Misc. Claim                   $667

Univogue, Inc.                Misc. Claim                   $622

William H. Avery              Legal Fees                    $495

The Reynold's Company         Misc. Claim                   $411

Primary Media                 Misc. Claim                   $400

Terminex International        Misc. Claim                   $374

Denison Vacuum & Janitorial   Misc. Claim                   $370

America's Kitchen             Misc. Claim                   $335


UNIFI: Restructuring Measures Include Facility Closures & Layoffs
-----------------------------------------------------------------
Unifi, Inc. (NYSE: UFI) is taking actions to address competitive
challenges in the textile manufacturing industry, which include
facility closures and downsizing, organizational actions, and
reductions of salaried workforce at its headquarters in
Greensboro, North Carolina.

These actions are expected to achieve an improvement in pre-tax
earnings through cost reductions during the next fiscal year
ending June 26, 2005 of approximately $22.0 to $24.0 million or on
average $5.5 to $6.0 million per quarter. Benefits are expected to
begin at the start of the Company's fourth quarter, beginning
March 29, 2004 in the amount of approximately $2 to $3 million for
that quarter.

"Our industry faces considerable challenges, including excess
capacity in the U.S. market, rising raw material prices, and
continued pressure from imports," said Brian Parke, President and
CEO for Unifi. "By purchasing some of our raw materials on the
open market in our European operations, exiting declining non-core
businesses, and consolidating yarn production, Unifi can reduce
its fixed cost substantially without material impact to our top-
line sales or disruption in service to our customers. Although
these are difficult decisions that affect the livelihood of many
people, they are necessary steps if Unifi is to return to
profitability. We expect that it will continue to be a difficult
market, but we are focused on defending our base business at a
profitable level, while growing our value-added product portfolio
to enhance our earnings."

The Company expects the total charge for these actions to be in
the range of $24 to $28 million. Under the rules of accounting for
costs associated with the exit or disposal of certain activities,
the Company anticipates that, of this total charge, approximately
$15.0 to $18.0 million will be recorded in the current quarter,
which ends March 28, 2004 and the remainder in the following
quarter, which ends June 27, 2004. The cash portion of the total
charge for these actions is expected to be in the range of $9.0 to
$10.0 million and occur over the next several reporting periods.
The Company also expects to record an impairment charge relating
to certain assets during the current quarter, which ends March 28,
2004. The amount of the impairment charge has not yet been
finalized.

"The Company continues to generate positive cash flow and maintain
a strong balance sheet. However, we continue to face the challenge
of continued margin compression in all of our business segments,"
said William Lowe, Vice President and Chief Financial Officer for
Unifi. "We are eliminating substantial overhead with these
changes, which includes over $1.0 million of reduced selling,
general and administrative expenses per quarter and are focused on
continuing to take actions that will improve our operating margins
to return the Company to profitability."

The Company's overall workforce will be reduced from 4,100 to
approximately 3,700 or a reduction of 10%. The locations affected
by these actions are production facilities in Altamahaw, North
Carolina; Letterkenny, Ireland; Manchester, England; and the
Company's headquarters in Greensboro, North Carolina.

Operations at the Altamahaw location, which produces air-jet
textured polyester products, will cease on or about May 1, 2004. A
portion of the equipment and essentially all of the business
located in Altamahaw will be transferred to the Company's facility
in Yadkinville, North Carolina. The Altamahaw facility currently
employs approximately 140 employees. It is expected that the
Yadkinville facility will need to increase its workforce to
accommodate the additional air-jet texturing operations; however,
the number of positions has not yet been determined.

The Letterkenny, Ireland location has two production facilities
located adjacent to each other, one of which produces both
partially oriented yarn (POY) and textured yarns and the other,
which produces only textured yarns. Letterkenny produces these
polyester yarns primarily for the European market. The Company
plans to shutdown POY production in Letterkenny, the majority of
which was used to supply the Company's texturing needs and
purchase POY in the open market. The Company also plans to
relocate some of the air-jet textured production to their more
modern and efficient facility in Letterkenny, thereby idling one
plant without material impact to the volume of finished yarn
produced in Letterkenny. Letterkenny currently has 420 employees
and will reduce its workforce by approximately 120 or 30%.

The Manchester, England location produces package dyed yarn for
the U.K. and European markets. Manchester has 102 employees
located on a single site. It is proposed to shutdown these
operations in the near term.

The Greensboro, North Carolina location is the Company
headquarters. In a concerted effort to reduce selling, general and
administration expenses and allocated manufacturing expenses, the
Company will reduce its salaried workforce at its headquarter
location by approximately 25 employees or 20%. Approximately 25
additional U.S.-based salaried employees located at certain
manufacturing facilities will also be affected by this action.

Employees at each location were advised of the closures today
during meetings at the facilities. For U.S. based employees, the
Company has contracted with an outplacement services firm, which
will be available to assist employees in the transition. While in
Europe, the Company will be coordinating the services of various
Government Departments to assist employees in both Ireland and
England.

Unifi Inc. (NYSE: UFI) (S&P, B+ Corporate Credit and Senior
Unsecured Debt Ratings, Negative Outlook) is one of the world's
largest producers and processors of textured yarns.  The company's
primary business is the texturing, dyeing, twisting, covering, and
beaming of multi-filament polyester and nylon yarns.  Unifi's
textured yarns are found in home furnishings, apparel, and
industrial fabrics, automotive, upholstery, hosiery, and sewing
thread.  For more information about Unifi, visit
http://www.unifi-inc.com/


US UNWIRED: Stockholders' Deficit Balloons to $230M at Dec. 2003
----------------------------------------------------------------
US Unwired Inc. (OTCBB:UNWR), a PCS Affiliate of Sprint
(NYSE:FON)(NYSE: PCS), reported revenues of $535.8 million for
2003 and $138 million for the three-month period ended December
31, 2003. The company posted a net loss of $33.2 million for
fourth quarter of 2003 and EBITDA (Earnings Before Interest,
Taxes, Depreciation and Amortization) for the consolidated
operations was $18.7 million, which included $0.2 million of non-
cash compensation expense. These results included $1.7 million of
EBITDA generated from the company's wholly owned subsidiary, IWO
Holdings, Inc. The results of the Company's cellular business are
reflected as a discontinued operation and do not impact revenue or
operating costs.

"During the past year, we have been successful in not only cutting
costs, but improving the results from dollars we spend. Our
achievements have been both tangible and substantial. Our cost per
gross customer addition for 2003 fell by $14 over 2002 while our
percentage of prime customers in our subscriber base rose from 63%
to 71%. Our operating cost per user has fallen $16.67 year-over-
year while our network ended the year with dropped and blocked
calls both below 2%," said Robert Piper, US Unwired's President
and Chief Executive Officer. "Our fourth quarter results were very
positive during the most intensely competitive selling season of
the year. Our gross additions increased 28% over the third
quarter, more than twice the seasonal upswing we were able to
achieve last year. Furthermore, 63% of the customers we recruited
have prime credit ratings."

Earlier in the fourth quarter, US Unwired reached an agreement
with its bank group to modify certain provisions of its senior
secured credit facility. Highlighting those changes is a revised
set of financial covenants; the retention of $40 million of
revolver availability, subject to certain additional borrowing
conditions; an agreement to allow the Company to retain a portion
of proceeds from asset sales; a payment of $10 million to reduce
term loans outstanding; and an increase in the interest rate of 50
basis points.

In the first quarter of 2004, US Unwired sold certain non-core
operating assets for net proceeds of approximately $33.3 million.
The properties sold included US Unwired's cellular operations,
eight of its thirteen 10 MHz PCS licenses, and 81 communication
towers. From the net proceeds, the Company paid its senior secured
lenders approximately $9.9 million and retained the remaining
$23.4 million cash. As of March 2, 2004, the company had
approximately $66.1 million of term debt outstanding under its
senior secured credit facility.

On a consolidated basis, US Unwired had unrestricted cash of
approximately $97.2 million and restricted cash of $19.4 million
at December 31, 2003. All of the restricted cash and $32.3 million
of the unrestricted cash were held by IWO Holdings, Inc. On
December 31, 2003, US Unwired was in full compliance with its bank
credit facility covenants. At December 31, 2003, IWO was not in
compliance with the covenants of its bank credit facility. In
addition, IWO is delinquent on its interest payments under the
credit facility which, combined with its covenant violations, may
result in IWO's bankruptcy. US Unwired has not guaranteed or
otherwise become responsible for IWO's debt.

US Unwired Inc.'s December 31, 2003 balance sheet shows a  total
stockholders' deficit of $229,767,000 compared to $70,238,000 the
prior year. Total current liabilities also outweigh total current
assets by $311,313,000

                     About US Unwired

US Unwired Inc., headquartered in Lake Charles, La., holds direct
or indirect ownership interests in five PCS Affiliates of Sprint:
Louisiana Unwired, Texas Unwired, Georgia PCS, IWO Holdings and
Gulf Coast Wireless. Through Louisiana Unwired, Texas Unwired,
Georgia PCS and IWO Holdings, US Unwired is authorized to build,
operate and manage wireless mobility communications network
products and services under the Sprint brand name in 68 markets,
currently serving over 600,000 PCS customers. US Unwired's PCS
territory includes portions of Alabama, Arkansas, Florida,
Georgia, Louisiana, Mississippi, Oklahoma, Tennessee, Texas,
Massachusetts, New Hampshire, New York, Pennsylvania, and Vermont.
For more information on US Unwired and its products and services,
visit the company's web site at http://www.usunwired.com/

US Unwired is traded on the OTC Bulletin Board under the symbol
"UNWR".

                      About Sprint

Sprint is a global integrated communications provider serving more
than 26 million customers in over 100 countries. With
approximately 67,000 employees worldwide and over $26 billion in
annual revenues in 2003, Sprint is widely recognized for
developing, engineering and deploying state-of-the-art network
technologies, including the United States' first nationwide all-
digital, fiber-optic network and an award-winning Tier 1 Internet
backbone. Sprint provides local communications services in 39
states and the District of Columbia and operates the largest 100-
percent digital, nationwide PCS wireless network in the United
States. For more information, visit http://www.sprint.com/


WARNACO GROUP: Chesapeake Partners Discloses 4.56% Equity Stake
---------------------------------------------------------------
Mark D. Lerner, Vice-President of Chesapeake Partners Management
Co., Inc., reports to the Securities and Exchange Commission the
aggregate number and percentage of The Warnaco Group Common Stock
owned by:

Entity                                     Number     Percentage
------                                     ------     ----------
Chesapeake Partners Management Co., Inc.   2,060,513     4.56%

Chesapeake Partners Limited Partnership    1,176,953     2.61%

Chesapeake Partners Institutional Fund
Limited Partnership                           40,245     0.09%

Chesapeake Partners International Ltd.       778,515     1.72%

Barclays Global Investors Event
Driven Fund II                                64,800     0.14%

Mr. Lerner reports that Chesapeake Partners Management manages
Barclays' stocks pursuant to a sub-advisory agreement.

According to Mr. Lerner, the aggregate number of shares
beneficially owned by Chesapeake Partners Management represents
shares held by Chesapeake Partners LP, Chesapeake Partners
Institutional Fund LP, Chesapeake Partners International Ltd.,
and Barclays, of which Chesapeake Partners Management has
discretionary voting and dispositive powers pursuant to
individual investment management agreements.

The Warnaco Group, Inc. is a manufacturer of intimate apparel,
menswear, jeanswear, swimwear, men's and women's sportswear,
better dresses, fragrances and accessories. The Company filed for
Chapter 11 protection on June 11, 2001 (Bankr. S.D.N.Y. Case No.
01-41643).  Elizabeth McColm, Esq., and Kelley Ann Cornish, Esq.,
at Sidley, Austin Brown & Wood represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $2,372,705,638 in assets and
$3,078,347,176 in debts. (Warnaco Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WILLIAM IMPORTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: William Importing Co., Inc.
        3510 West Genesee Street
        Syracuse, New York 13219

Bankruptcy Case No.: 04-61247

Type of Business: The Debtor owns a shopping center.

Chapter 11 Petition Date: March 1, 2004

Court: Northern District of New York (Utica)

Judge: Stephen D. Gerling

Debtor's Counsel: Kevin M. Newman, Esq.
                  Menter, Rudin & Trivelpiece, P.C.
                  500 South Salina Street, Suite 500
                  Syracuse, NY 13202
                  Tel: 315-474-7541

Total Assets: $750,676

Total Debts:  $2,008,138

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Grimaldi & Associates CPA's, PLLC            $4,000

Hiawatha Plaza Associates                  $415,020
c/o Melvin & Melvin
217 South Salina Street
Syracuse, NY 13202

P & C Food Markets, Inc.                   $247,360

HSBC f/k/a Marine Midland Bank             $202,246

Solvay Bank                                 $79,051

Lena Potenza                                $63,242

Mento Produce Co., Inc.                     $36,075

Longley-Jones Associates, Inc.              $35,820

Niagara Mohawk Power Corp.                  $35,437

Alistar Beverages Corp.                     $31,502

The Bachman Company                         $13,541

Scolaro, Schulman, Lawler & Burstein, P.C.  $12,198

Dairylea Cooperative Inc.                    $7,267

Ziegler's Baker's Supply & Equipment         $6,764

Onondaga Paper & Twine, Inc.                 $6,652

River Valley Foods, Inc.                     $5,813

Penny Curtiss Baking Company                 $5,265

Byrne Dairy, Inc.                            $5,253

Casa Imports, Inc.                           $4,161

The Herald Company                           $3,951

Nabisco Brands                               $3,840


* U.S. Supreme Court Hears Student Loan Discharge Arguments
-----------------------------------------------------------
The United States Supreme Court heard an oral argument on Monday
morning, March 1, in the appeal from Hood v. Tennessee Student
Assistance Corp., 319 F.3d 755 (6th Cir. 2003).  This is the case
where the Sixth Circuit rejected the State's assertion of
sovereign immunity as a defense to a debtor's complaint to have a
student loan discharged.

Louis S. Robin, Esq., at Fitzgerald, O'Brien, Robin & Shapiro, in
Longmeadow, Massachusetts (louis.robin@prodigy.net) and Peter C.
Califano, Esq., at Cooper, White & Cooper, LLP, in San Francisco
(PCalifano@cwclaw.com) attended the hearing before the High Court
and provided Commercial Law League of America  members with this
brief report Tuesday morning:

     "The Court appeared most anxious to question the Petitioner
(Tennessee Student Assistance Corp.).  Justice O'Connor began the
questioning by inquiring whether a Bankruptcy Court's in rem
jurisdiction permitted a discharge order over a state's assertion
of sovereign immunity. Justice Kennedy questioned whether it was
the Petitioner's position that a state could never be subject to a
discharge order. Justice Scalia questioned whether this issue
merely arose due to the rule's requirement that the debtor
commence an adversary action, and that this might be overcome by
different procedural rules. There were other inquiries by Chief
Justice Rhenquist, and Justices Breyer and Ginsburg, with varying
answers.

     "One question by Justice Ginsburg may have come from (or at
least is addressed in) [the CLLA's amicus] brief. She asked
whether the States should complain that they are parties to an
adversary proceeding when Congress could have made the discharge
automatic or effective upon the State's receipt of simple notice
and failure but then chose not to object or raise the issue on its
own. She asked the Petitioner, in substance, whether the States
should object that Congress gave them greater deference than it
was conceded they were entitled to such a language change would
involve.  [The CLLA] had raised the issue in [its] brief, which
said:

     "'Congress unquestionably has the power under the bankruptcy
clause "should it choose to exercise that power" to eliminate or
discharge fully and unconditionally a debtor's obligations or
debts to the states. By choosing not to exercise the greater
power, but rather to establish a procedure and a standard as a
predicate to the unqualified relief that could be imposed
Constitutionally, Congress has actually conferred or accorded
greater dignity to the States than they would otherwise have and
more than the Eleventh Amendment and sovereign immunity require.'

     "The respondent, [Ms. Hood,] received fewer questions from
the Justices. These questions were primarily limited to the role
of the Bankruptcy Court in conducting evidentiary hearings on
defaults. The Court seemed concerned with the entry of a discharge
order following a default.

     "It is difficult and would be wrong to presume the Court's
ultimate decision on the basis of questioning at oral argument.
However, some of us attending were pessimistic prior to the
hearing, and afterwards felt more optimistic that at least a
ruling on narrow grounds was possible on the issue of a student
loan discharge."

Full-text copies of the briefs on the merits presented to the U.S.
Supreme Court in Docket No. 02-1606 are available at no charge at:

   Petitioner's brief
      http://www.abanet.org/publiced/preview/briefs/pdfs_03/1606pet.pdf

   Respondent's brief
      http://www.abanet.org/publiced/preview/briefs/pdfs_03/1606Resp.pdf

   Petitioner's reply brief
      http://www.abanet.org/publiced/preview/briefs/pdfs_03/1606PetReply.pdf

A full-text copy of the CLLA's Amicus Brief is available at no
charge at:


http://www.cllabankruptcy.org/bankruptcy/TNStud.v.Hood-AmBrofCommercialLaw.p
df

The U.S. Supreme Court is expected to hand down its decision later
this year.


* Regional Aviation Opposes Airports' Certification Rule Change
---------------------------------------------------------------
Regional Aviation Partners (RAP) said that its members and
supporters are overwhelmingly against implementation of the FAA's
Part 139 Certification of Airports rule change, scheduled go into
effect at the conclusion of a 120-day comment period that ends
June 9, 2004. The rule change must be rejected because it focuses
on a particular class of aircraft -- 10 to 30 seat turboprop
aircraft -- which are used almost exclusively in small communities
that will require airport certification, adding thousands of
dollars in additional expense to consumers, air carriers and local
governments. "If a final and permanent solution is not achievable,
more than 30 Class III airports may be forced to shut down
scheduled commercial operations," warned RAP Executive Director
Maurice Parker.

Airliners in this class were singled out in 1997, and small
communities have never recovered, said Parker. "In 1997, the FAA
implemented the 'One Level of Safety' 'commuter rule,' which added
millions of dollars to the cost of operating 10 to 30 seat
aircraft," he explained. "The rule change made many regional and
commuter carriers eliminate 19-seat aircraft from their fleets.
This virtually 'killed' the Essential Air Service (EAS) program
because FAA rule cost estimates did not take into account the
effects the change would have on EAS."

EAS subsidy rates went up, EAS budgets went down, airline
manufacturers shut down production of almost all 19 to 30 seat
airliners and commuter air carriers went bankrupt, said Parker.
"Now, the FAA wants to do it again, finishing what they started in
1997. This assault on Class III airports will finish the job that
began with implementation of the commuter safety rule," he warned.

Affected RAP members and other targeted communities are faced with
two untenable options:

     (1)  Request exemption(s) from the Aircraft Rescue and
          Firefighting (ARFF) provision of the proposed rule to
          the extent that annual maintenance and operations costs
          for providing the mandated services are avoided; or

     (2)  Find a new source of funding for airports to fully cover
          the costs of the rule requirements.

Robert Cossette, Airport Manager for Bar Harbor, Maine, stated
that, "With this rule change 50% of Maine's rural air service will
be lost. Our airport will be forced to stop scheduled air service
due to the lack of funding to operate the airport and comply with
the numerous directives related to the rule change."

Though the defeat of the implementation is critical, this is only
one of the many issues that threaten rural aviation and small
community air service. "Today, small communities are not only
faced with budget woes like the rest of the nation, they are faced
with other challenging dilemmas; such as the loss of jobs by air
carriers who hire local staff to service their flights, fixed
based operators who provide fuel and other services, rental car
companies and other vendors who provide a tax base for community
and airport survival," said Parker.

The not-for-profit RAP was founded in April 2001 to represent
those who depend on small community air service for access to the
global transportation system. Members include representatives from
airlines, aircraft manufacturers, passenger groups, local
government and businesses who depend on regional airline service.
For more information about Regional Aviation Partners, contact
Maurice Parker, Executive Director, at (602) 685-4454, or at
rap.exdir@mindspring.com by e-mail.

RAP's website is at http://www.regionalaviationpartners.org/


* Gerald Callaghan Joins Neal, Gerber & Eisenberg LLP as Partner
----------------------------------------------------------------
Neal, Gerber & Eisenberg LLP (NGE), a leading law firm focusing on
complex business and wealth management issues, announced that
Gerald P. Callaghan will be joining as a partner in its real
estate group. He was previously with Freeborn & Peters.

"The addition of Jerry's practice is a natural extension of NGE's
real estate practice and of NGE's overall growth strategy, which
calls for the recruitment of top flight attorneys," said Stephen
L. Berger, chairman of NGE's real estate practice group. "With his
considerable track record of accomplishments, particularly in the
areas of land use and zoning, Jerry will enhance the depth of our
practice."

Gerald P. Callaghan (50) has over 20 years of experience with a
concentration in land use and zoning fields. He counsels public
and private sector clients in matters pertaining to the use of
land, including zoning, development permitting, impact fees,
eminent domain, solid waste facility citing, economic development
incentives and the constitutional limits on land use regulations.

"NGE's real estate practice includes some of the finest attorneys
in our industry," said Callaghan. "Their stellar reputation and
strong commitment to client service were key considerations in my
decision to join the firm. I look forward to becoming a member of
the team."

Mr. Callaghan is admitted to practice in Illinois and Indiana and
before the Illinois Federal Court Trial Bar, the United States
Court of Appeals for the Seventh Circuit and the United States
Supreme Court. Mr. Callaghan graduated from the University of
Illinois with a B.A. He earned his J.D. in 1979 from the
University of Illinois College of Law.

Neal, Gerber & Eisenberg's real estate practice group offers
representation nationally and internationally in all aspects of
the acquisition, financing, development, management, leasing and
disposition of hotel, office, retail, commercial, industrial and
residential property. The group also represents some of the
nation's largest REITs (real estate investment trusts) in mergers
and acquisitions, securities offerings, joint venture formation,
real estate acquisitions and dispositions and the financing of
such transactions.

               About Neal, Gerber & Eisenberg

Neal, Gerber & Eisenberg is one of the nation's leading full-
service law firms, providing a wide variety of legal services to
major corporations, private and publicly-held companies, financial
institutions and other clients throughout the United States and
around the world. With a focus on complex legal matters, the firm
has experience in all areas of practice important to businesses,
including corporate finance, mergers and acquisitions, real estate
transactions, bankruptcy and reorganizations, taxation,
litigation, estate planning, intellectual property, and labor and
employment law. The firm is committed to producing superior
results for both businesses and individuals. Founded in 1986 by 35
attorneys, today it is a firm of 163 attorneys.


* KPS Closes Special Situations Fund II & Raises $404 Million
-------------------------------------------------------------
KPS Special Situations Funds, a leading middle-market private
equity firm, announced the final closing of KPS Special Situations
Fund II, a $404 million fund focused on making control investments
in turnarounds, restructurings, bankruptcies and other special
situations. In raising its second fund, KPS more than doubled the
size of its first fund and surpassed its fundraising target of
$350 million.

The Principals of KPS are Michael Psaros, David Shapiro, Eugene
Keilin, Stephen Presser and Raquel Palmer. In a statement on the
final closing, the Principals said:

"We are pleased that we exceeded our fundraising target and
broadened our investor base by adding over twenty new limited
partner relationships. We are extremely grateful to our limited
partners for their support of our Fund and its investment
strategy.

"Fund II will allow us to continue the successful investment
strategy we developed together for over a decade. We have a solid
track record of executing sophisticated operational and financial
turnarounds. We are focused in our approach, disciplined in our
methodology and look forward to investing KPS II with confidence."

With more than $600 million in committed capital through its two
funds, KPS pursues investments in companies within numerous
industry sectors including manufacturing, transportation and
services. The firm's target investments are companies that have
strong franchises and unique competitive advantages within the
markets they serve, but are experiencing operational and financial
problems. KPS acquires a controlling interest in such companies
and implements a restructuring plan designed to improve operating
performance and increase cash flows.

KPS Special Situations Fund II has already completed three
acquisitions over the past nine months including the Wire Rope
Corporation of America, Inc. (www.wrca.com), the nation's leading
producer of high carbon wire and wire rope products for the
mining, oil and gas, construction and steel industries; Speedline
Technologies, Inc. (www.speedlinetech.com), the industry leader in
the development and manufacture of product solutions for the
electronics assembly and semiconductor packaging industries; and
AmeriCast Technologies, Inc. (www.americasttech.com), a world
leader in the design, manufacture and supply of highly-engineered
steel and iron sand castings, machined components and assemblies.

Founding principals Eugene Keilin, Michael Psaros and David
Shapiro in February 1998 raised the firm's first funds, $160
million KPS Special Situations Fund I and $50 million KPS
Supplemental Fund.

                         About KPS

The KPS Special Situations Funds are a family of private equity
funds focused on constructive investing in restructurings,
turnarounds and other special situations. KPS has created new
companies to purchase operating assets out of bankruptcy;
established stand-alone entities to operate divested assets; and
recapitalized highly leveraged public and private companies in and
out of bankruptcy. The KPS investment strategy and portfolio
companies are described in detail at http://www.KPSfund.com/

                           *********

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

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

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

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

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

                          *********

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

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

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

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