TCR_Public/040308.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 8, 2004, Vol. 8, No. 47

                            Headlines

3-D CASH & CARRY: Case Summary & 20 Largest Unsecured Creditors
ABITIBI-CONSOLIDATED: S&P Cuts Rating to BB on Profits Concerns
ACADEMY EVENT: Case Summary & 22 Largest Unsecured Creditors
AHOLD: Shareholders Okays Approve All Extraordinary Meeting Items
AIR CANADA: Court Compels Airport Authority to Abide by Agreements

AIR CANADA: Reaches Tentative Settlement on Allocation of Aircraft
AMERCO: Fitch Ups $152.5M Preferred Stock Rating to CCC+ from D
AMERICAN COMMUNITY: S&P Raises Counterparty Credit Rating to BBpi
AMERICAN PACIFIC: S&P Drops Corp. Credit Rating a Notch to B+
AMES DEPARTMENT: Sues Six Banks to Recover $8 Million Preferences

ARMSTRONG: December 2003 Balance Sheet Insolvency Tops $1.3B
ASTEC INDUSTRIES: Lenders Agree to Waive Loan Covenant Default
ATS LIQUIDATING: Distributes Grantor Tax Letter
AUBURN FUN ZONE: Case Summary & 20 Largest Unsecured Creditors
BALL CORP: S&P Revises Outlook on Low-B Level Ratings to Stable

BOWATER: S&P Lowers Credit Rating to BB Citing High Debt Burden
BUDGET GROUP: Has Until March 30, 2004 to Decide on Leases
CCP INC: Case Summary & 20 Largest Unsecured Creditors
CEDARA SOFTWARE: Inks Supply & Services Pact with Japanese Firm
COMMSCOPE INC: Acquires Avaya's Connectivity Solutions Business

ENRON CORP: Asserts Noxtech's $22 Million Claim is Overstated
ENRON CORPORATION: Court Fixes Claims Estimation Procedures
EXIDE TECH: Classification & Treatment of Claims Under the Plan
FEDERAL-MOGUL: Files Disclosure Statement & Amended Reorg. Plan
FLEMING COMPANIES: Signs-Up Burr Pilger & Mayer as Accountants

GADZOOKS INC: February Sales Decrease by 31.3% to $14.7 Million
GENERAL MEDIA: Submits First Amended Reorganization Plan
GENESEE: Net Assets in Liquidation Rises to $7.1MM at Jan. 2004
GLOBAL CROSSING: Agrees to Settle Verizon's Admin. Expense Claim
GLOBAL MEDICAL: Inks "Agreement to Dividend Stock" with JWG

HAWAIIAN: Trustee & Creditors Propose New Bidding Process
HELLO NETWORK: Brings-In Finkel Goldstein as Bankruptcy Counsel
HOLLINGER INTERNATIONAL: Lauds Final Delaware Chancery Court Order
HOTEL NET INC: Case Summary & 20 Largest Unsecured Creditors
IMPAC SAC: Fitch Takes Rating Actions on Series 1999-2 Notes

INDUSTRIAL PARTS: Case Summary & 20 Largest Unsecured Creditors
INTEGRATED ELECTRICAL: S&P Rates Senior Secured Bank Loan at BB
INT'L FIDELITY: S&P Drops Counterparty Rating to Speculate Grade
IT GROUP: Judge Walrath Okays Phillips Golman as Special Counsel
ISTAR FINANCIAL: Fitch Assigns Stable Outlook to B-Level Ratings

JAYS FOODS: Willis Stein to Acquire Company Out of Bankruptcy
JAYS FOODS LLC: Voluntary Chapter 11 Case Summary
MADISON RIVER: Reports $14.7 Million Net Loss for 2004
MAGELLAN: Katlin Gets Provisional Nod to Prosecute Class Action
MALAN REALTY: Sells Milwaukee Property for $2.6 Million

MAXWORLDWIDE: Shareholder Distribution Payable on March 24
MIRANT CORP: Alleges Kern Oil Violated Automatic Stay
MITEC TELECOM: Q3 Results Conference Call Slated for Thursday
NATIONAL WASTE: Case Summary & 20 Largest Unsecured Creditors
NOTIFY TECHNOLOGY: Ability to Continue as Going Concern in Doubt

NUEVO ENERGY: Reports Improved Income in 4th Quarter & FY 2003
PACIFIC AEROSPACE: Special Shareholders' Meeting is on March 19
PACIFIC GAS: Asks Nod to Set Up Disputed Claims Escrow Accounts
PARMALAT: DebtTraders Begins Coverage & Sees Buying Opportunities
PARMALAT: Brazilian Unit Misses $19M Payment to Banco do Brasil

PARMALAT GROUP: Nicaraguan Unit Transferred $5 Million in Loans
PARTNERS MUTUAL: S&P Lowers Counterparty Credit Rating to BBpi
PEARL HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
PETCO ANIMAL: Improved Finances Spur S&P to Up Credit Rating to BB
PETSMART INC: S&P Gives Positive Outlook to B-Level Ratings

PG&E NATIONAL: USGen Unit Brings-In Willkie Far as Special Counsel
PILLOWTEX: Gets Go-Ahead to Recharacterize 3 Crescent Lease Pacts
PROJECT FUNDING: S&P Places Four Note Ratings on Watch Negative
QMAX CO: Case Summary & 10 Largest Unsecured Creditors
QWEST SERVICES: S&P Assigns B- Rating to $750M Sr. Secured Loan

RADIOLOGIX: Q4 & FY 2003 Conference Call Set for Thurs, March 11
READER'S DIGEST: Will Present at Bear Stearns' Conference Today
RELIANCE GROUP: Asks Pa. Court to Say Deductibles are RIC Assets
ROGERS COMMUNICATIONS: Releases 2003 Annual Financial Statements
ROSTCO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors

ROYAL CARIBBEAN: S&P Affirms BB Rating & Revises Outlook to Stable
SAFETY-KLEEN: Advisory Board Appoints Oolenoy Valley as Trustee
SALOMON VII: Fitch Takes Rating Actions on 4 Securitizations
SAN FLORIANO CO: Case Summary & 20 Largest Unsecured Creditors
SEDONA CORPORATION: Registers 7.1 Million Shares for Sale

SMTC MFG.: Raises CDN$40 Million Through Private Placement
SLATER STEEL: Union Goes to Court to Force Acceptance of DSC Offer
SOLEIL FILM: Cancels an Additional 600,000 Shares by Court Order
SPIEGEL GROUP: February Net Sales Tumble 22% to $93.8 Million
THOMPSON PRINTING: Case Summary & 12 Largest Unsecured Creditors

UNITEDGLOBALCOM: Says B Credit Rating Unaffected by Noos News
USG CORP: Court Fixes Briefing Schedules Re Judge Wolin's Recusal
U S LIQUIDS: Selling Two Companies to Perma-Fix for $3.2-Mil. Cash
WORLDCOM/MCI: Parker & Waichman Files Additional Claims
W.R. GRACE: Creditors Panel Turns to Capstone for Financial Advice

* BOND PRICING: For the week of March 8 - 12, 2004

                            *********

3-D CASH & CARRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 3-D Cash & Carry, Inc.
        4000 Highway 431
        Roanoke, Alabama 36274

Bankruptcy Case No.: 04-80098

Type of Business: The Debtor is a building supply and equipment
                  company.

Chapter 11 Petition Date: January 28, 2004

Court: Middle District of Alabama (Opelika)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Charles M. Ingrum, Sr.
                  Reynolds and Ingrum, P.C.
                  P.O. 791
                  Alexander City, AL 35011
                  Tel: 256-329-1303
                  Fax: 256-329-1333

Total Assets: $1,797,072

Total Debts:  $1,238,745

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Janet Brumfield               Money loaned               $36,841

Air & Electric Inc.           Services performed         $12,000

T.B.A.                        Goods sold                 $10,000

State of Alabama              Sales and Use Taxes        $10,000

Josh Burns                    Property tax               $10,000

Fleet Credit Card Service     Credit Card Purchases       $8,000

Capital One                   Credit Card Purchases       $6,800

Norandex/Reynolds             Goods sold                  $5,000

Textron Financial             Security                    $4,800
                              Net Unsecured: $4,800

Capital One                   Credit Card Purchases       $4,000

Moore Handley Inc.            Goods sold                  $4,000

East Alabama Lumber           Goods sold                  $3,100

Internal Revenue Service      Back taxes                  $3,000

Staples                       Credit Card Purchases       $3,000

State of Alabama              941 taxes                   $2,000

Lafarge/Blue Circle           Goods sold                  $2,000

Caterpillar Financial         Purchase Money              $2,000
Services                      Security

The Concrete Company          Goods sold                  $1,500

Georgia Pacific               Goods sold                  $1,000

Snapper                       Goods sold                  $1,000


ABITIBI-CONSOLIDATED: S&P Cuts Rating to BB on Profits Concerns
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on newsprint producer Abitibi-Consolidated Inc. to
'BB' from 'BB+'. At the same time, all ratings outstanding,
including those on subsidiary Abitibi-Consolidated Co. of Canada,
were lowered to 'BB' from 'BB+'. The outlook is negative.

The downgrade stems from the significant deterioration in
profitability and cash flow protection, due to a strong Canadian
dollar and protracted weakness in North American newsprint demand,
and the increased likelihood that the company will not be able to
achieve financial performance through the cycle that is
commensurate with the former ratings.

"The ratings action also reflects concern that U.S. newsprint
demand recovery from current levels might be limited, due to
greater-than-expected effects of waning newspaper readership and
lower commercial printing volumes," said Standard & Poor's credit
analyst Clement Ma. Because industry capacity closures may be
insufficient to compensate for this structural decline and it
could be difficult for North American newsprint producers to earn
a reasonable return, Standard & Poor's believes this industry
might no longer be investment grade.

The ratings on Montreal, Que.-based Abitibi reflect its high debt
levels, heavy exposure to cyclical commodity-oriented groundwood
papers, and weak financial performance in the wake of highly
unfavorable industry conditions. These risks are partially offset
by the company's market position in newsprint and groundwood
papers, and its competitive cost position in North America.

Abitibi's financial performance remains very weak, and cash flow
protection is under significant pressure. Despite newsprint price
increases implemented in 2003, the company's fourth quarter was
the weakest yet through this current downturn, reflecting a
significant spike in the average Canadian dollar exchange rate
over the third quarter, and continuing demand weakness for
newsprint.

The negative outlook reflects the risks to the company of a
stronger Canadian dollar, a potential labor dispute if contracts
are not successfully renegotiated, and greater-than-expected
pressures from structural changes to the newsprint industry. Any
of these factors could further impair Abitibi's cash flow
protection. Abitibi could be challenged to average the targeted
EBITDA interest coverage of 4x and FFO to total debt of 20%
through the cycle. Failure to make progress toward these
targets in the near term will result in a downgrade.


ACADEMY EVENT: Case Summary & 22 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Academy Event Holding LLC
             5035 Gifford Avenue
             Vernon, California 90058

Bankruptcy Case No.: 04-13596

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                     Case No.
   ------                                     --------
   Academy Event Services LLC                 04-13595

Type of Business: The Debtor is a leader in tent manufacturing,
                  tent rental, event-related accessories and
                  support services for the special events
                  industry.  See http://www.academytent.com/

Chapter 11 Petition Date: February 18, 2004

Court: Central District of California (Los Angeles)

Judge: Barry Russell

Debtors' Counsel: Monica Y. Kim, Esq.
                  Levene, Neale, Bender, Rankin & Brill
                  1801 Avenue of the Stars, Suite 1120
                  Los Angeles, CA 90067
                  Tel: 310-229-1234

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Academy Event Holding LLC    $0 to $50,000      $10 M to $50 M
Academy Event Services LLC   $1 M to $10 M      $10 M to $50 M

A. Academy Event Holding LLC's 2 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Citicorp USA, Inc.                      $10,499,449
153 East 53rd St.
New York, NY 10043

American Capital Financial Services      $7,000,000
2 Bethesda Metro Center, Suite 1400
Bethesda, MD 20814

B. Academy Event Services LLC's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Citicorp USA, Inc.                      $10,499,449
153 East 53rd St.
New York, NY 10043

American Capital Financial Services      $7,000,000
2 Bethesda Metro Center, Suite 1400
Bethesda, MD 20814

Signature Special Event Services           $625,000
285 Bucheimer Road
Frederick, MD 21701

Marsh Risk & Insurance Company             $311,283
777 South Figueroa St.
Los Angeles, CA 90017-5822

California Combining Corp.                 $189,949

Ace Doran Hauling & Rigging                $178,850

Sapa Anodizing Inc.                        $108,465

Wolfwang Puck Catering                     $102,868

KMZR Rosenmann                              $83,062

On The Go Cargo                             $81,020

American Capital                            $77,188

Platinum Plus (Greg Turk)                   $75,504

The Zenith Insurance Company                $74,144

Forge Industrial Staffing                   $73,645

State of NY Sales Tax                       $70,889

Labor Ready - Pasadena                      $70,750

Pasadena Tournament of Roses                $66,657

Jenkens & Gilchrist                         $63,032

United Rentals Inc.                         $60,935

Tri-Rental Inc.                             $44,097


AHOLD: Shareholders Okays Approve All Extraordinary Meeting Items
-----------------------------------------------------------------
Ahold (NYSE:AHO) announced that all agenda items were adopted
during its Extraordinary General Meeting of Shareholders in The
Hague held on March 3, 2004. This means the shareholders adopted
each of the following items:

* proposal to amend the articles of association;

* approval of terms and conditions of conversion rights of
   cumulative preferred financing shares; and

* adoption of the Corporate Executive Board's general
   remuneration policy.

A full-text copy of the Extraordinary Meeting's Agenda distributed
to shareholders is available at no charge at:

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

                         *    *    *

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

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


AIR CANADA: Court Compels Airport Authority to Abide by Agreements
------------------------------------------------------------------
The Air Canada Applicants ask the Mr. Justice Farley to enforce
the terms of the Initial CCAA Stay Order and require the Greater
Toronto Airports Authority to abide by their agreements with
respect to the relocation of the Applicants' domestic operations
to the new terminal at the Lester B. Pearson International
Airport.  As part of a CN$4,400,000,000 capital development and
improvement program for the Airport, the GTAA has constructed the
new Terminal 1 at the Airport to replace, on a staged basis, the
existing Terminals 1 and 2.  The first stage will open on April 6,
2004.

The Applicants also ask the CCAA Court to require the GTAA to
provide all of the 14 contact gates in the domestic area on a
fixed preferential use basis on the opening of the initial phase
of the development of the new terminal.

Sean F. Dunphy, Esq., at Stikeman Elliott LLP, in Toronto,
Ontario, explains that, pursuant to the parties' agreements and
arrangements, Air Canada's domestic operations would migrate from
Terminal 1 and Terminal 2 to the new terminal in the first phase
of the opening of the new terminal.  Air Canada would initially
be given priority in the allocation of all domestic gates at the
new terminal from its opening until the time as the gates
available exceed Air Canada's requirements for its domestic
operations on a "use it or lose it" basis.

The agreement was affirmed by a Memorandum of Understanding,
dated January 31, 2001, and supplemented by a Terminal Facilities
Allocation Protocol.  The parties continuously affirmed the
agreement over the past three years.

Mr. Dunphy relates that the MOU was based on the common
understanding between the GTAA and Air Canada that the new
terminal was being developed with a view to accommodating Air
Canada's unique requirements as the only carrier conducting
large-scale network operations from the Pearson Airport.  The MOU
indicates that the new terminal was designed to replace Terminals
1 and 2 where Air Canada and Air Canada Jazz currently conduct
their domestic, transborder, international and regional
operations.  The transfer of Air Canada's operations to the new
terminal facilitates contiguous operations along side Air
Canada's Star Alliance and code share partners.

The MOU provides that the allocation of the new terminal
facilities in the domestic and transborder sector will be subject
to allocation on a fixed preferential use, common use or GTAA
reserved basis.  All domestic contact gates and hard stand
commuter gates at the new terminal would be allocated on a fixed
preferential use to Air Canada at the opening of operations at
the new terminal given the level and forecasts of Air Canada's
domestic passenger traffic as confirmed orally and in writing up
until January 28, 2004.  The fixed preferential use thereafter
would be subject to Air Canada losing preferential status should
its planned annual passenger volume fall below 60% of all
enplaned and deplaned passengers at the new terminal.

As the fixed preferential user of the new terminal's facilities,
Air Canada was entitled to plan and deploy the operational use of
those facilities, including the planning and use of all 14
available domestic contact and nine hard stand gates.  According
to Mr. Dunphy, the GTAA is aware that Air Canada planned for the
use of all 14 domestic contact and nine hard stand commuter
gates.  The TFAP affirms the agreement between the GTAA and Air
Canada that all domestic gates at the new terminal would be
allocated to Air Canada when the new terminal opens.

In October 2003, Air Canada provided its schedule for summer 2004
-- commencing on April 6, 2004 -- to the GTAA in advance of the
Fall meeting of the International Air Transport Authority in
accordance with the TFAP.  Air Canada's 2004 summer schedule
required a level of activity such that the 14 available domestic
contact gates and nine hard stand commuter gates would be
utilized beyond the 60% utilization requirement established by
the TFAP.  Accordingly, no domestic gates at the new terminal
would be available for allocation under the TFAP as common use
gates.  There will be no gates available for the GTAA to
accommodate the primary operations of any other domestic carriers
at the new terminal -- although there is adequate space at
Terminal 2 or Terminal 3.

But without prior consultation, on January 28, 2004, the GTAA
advised Air Canada that only six of the 14 domestic contact gates
at the new terminal will be available for designation as Fixed
Preferential gates and that Air Canada qualified for all these
gates.  The GTAA also assigned to Air Canada two GTAA-reserved
contact gates.  The GTAA further confirmed that WestJet would be
commencing operations out of the new terminal by April 2004.  The
GTAA designated six common use gates to be allocated to specific
flights of Air Canada and WestJet in accordance with officially
submitted and approved schedules.

Mr. Dunphy contends that the GTAA's actions adversely affect Air
Canada's operation.  The task of planning and executing a complex
migration of Air Canada's domestic business, which has been
underway for three years now, is placed in jeopardy.  More
importantly, the potential cost of the GTAA allocating gates at
the new terminal to other domestic carriers and forcing Air
Canada to conduct split operations out of two or three terminals
will be significant and will undermine Air Canada's current
restructuring plan should the GTAA be allowed to alter the
agreements and allocate gates to WestJet.  Air Canada has worked
intensively to redesign its domestic restructuring business plan
to operate out of the 14 domestic contact and nine hard stand
commuter gates at the new terminal so as to avoid the
inefficiency and inconvenience to its passengers of a split
terminal domestic operation.

Mr. Dunphy maintains that the cost inefficiencies to Air Canada
of splitting its domestic operations are conservatively estimated
at CN$64,000,000 per year due to:

   (a) additional ground personnel;

   (b) less efficient connections and connect times;

   (c) less efficient fleet utilization and thus higher fleet
       costs; and

   (d) loss of revenue.

Mr. Dunphy also notes that no other domestic carrier operating at
Pearson Airport is required to operate a split terminal domestic
airline business.  The arbitrary breach of the agreements imposes
a cost on Air Canada alone placing it at a material competitive
disadvantage at its hub.

                          GTAA Objects

John Kaldeway, Chief Operating Officer of the Greater Toronto
Airports Authority, tells Mr. Justice Farley that the Applicants'
allegations are unfounded.  They reflect neither the agreed
principles for the allocation of terminal facilities, including
the check-in counters, gates and hard stands, at the new terminal
nor the course of dealings and communications between Air Canada
and the GTAA over the past three years.

Mr. Kaldeway contends that the position taken by Air Canada is
fundamentally inconsistent with its conduct through the summer
and fall of 2003 into the early part of January 2004 -- conduct
on which the GTAA relied in its allocation of terminal facilities
at the new terminal.  Apparently, Air Canada's sudden change of
position was triggered by the announcement in January 2004, that
WestJet would shift its operations from Terminal 3, and some of
its operations at Hamilton Airport, to the new terminal.  WestJet
is Air Canada's largest competitor in the domestic Canadian
market.

On January 14, 2004, the GTAA asked Air Canada to submit a
revised schedule of its summer 2004 operations as soon as
possible, so that the GTAA could begin working with Air Canada on
operational issues.  Air Canada did not provide any portion of
its revised summer 2004 schedule to the GTAA until January 21,
2004.  Air Canada provided a copy of a sample day for its new
summer 2004 schedule.  The sample day showed 360 domestic flight
legs as compared to the 309 daily domestic flight legs indicated
in Air Canada's November 2003 schedule for the summer 2004.

On January 28, 2004, the GTAA advised Air Canada that it had
determined that it was appropriate, under the TFAP, to designate
six gates at the new terminal as available for allocation on a
fixed preferential basis, and that Air Canada would qualify for
all six preferential gates available.  The GTAA also assigned two
GTAA-reserved use gates for fixed preferential use by Air Canada.
Accordingly, Air Canada will have access to all 23 contact gates
and regional hard stand positions, although some on a common use
basis.  Air Canada will also have fixed preferential use of eight
of the contact gates and one hard stand.  It will be the only air
carrier using the domestic hard stand positions, based on current
demand.

However, on January 31, 2004, Air Canada submitted a revised
summer 2004 schedule to the IATA Schedule Coordinator.  While air
carriers submit minor modifications at this late stage, Mr.
Kaldeway observes that Air Canada submitted an entirely new
schedule.  The daily domestic flight legs were now shown as 336,
down from 360 in the sample day schedule submitted only 10 days
earlier, but still up from the 309 daily domestic flight legs
indicated in Air Canada's November 2003 submission.

Mr. Kaldeway also tells Mr. Justice Farley that the new terminal
is, and has always been designed to be, a "common use" facility.
This means that air carriers do not lease terminal facilities.
Rather, the terminal facilities remain under the control of the
GTAA and are allocated by it, in accordance with a Terminal
Facilities Allocation Protocol, sometimes on an annual basis and
sometimes on an hour-by-hour basis.  The allocation will vary
depending on a carrier's traffic levels from time to time.
Terminal 3, in which Air Canada operated Tango until very
recently, has been a common use facility with a TFAP since 1998,
Mr. Kaldeway says.

At the time the MOU, and a number of other agreements, were
entered into by GTAA and Air Canada, Mr. Kaldeway notes that Air
Canada had recently merged with Canadian Airlines and was the
only significant domestic air carrier.  This circumstance has
been reflected in two ways:

   (a) GTAA consulted extensively, but not exclusively, with Air
       Canada in respect of the design of the new terminal and
       the sequencing of the relocation of operations from
       Terminals 1 and 2 to the new terminal; and

   (b) The new terminal TFAP, which was adapted from the
       Terminal 3 TFAP, created the concept of "fixed
       preferential" allocation of certain terminal facilities.
       The new terminal TFAP, however, does not, in any
       circumstance, provide for the fixed preferential
       allocation of all contact gates and hard stands, or any
       other terminal facilities, to Air Canada, or any carrier,
       to the exclusion of other carriers.

"As Air Canada's domestic market share has eroded, in the face of
competition from other domestic air carriers, the GTAA, as the
operator of the Airport, was bound to consider the implications
of this development for the efficient utilization of the capital
facilities at the Airport, including [the new terminal].  That
consideration led to the decision to permit WestJet to relocate
operations from [Terminal 3], as well as some of its Hamilton
Airport operations, to [the new terminal]," Mr. Kaldeway says.

Mr. Kaldeway points out that Air Canada's reduced schedule would
have left the new terminal significantly underutilized.

Mr. Kaldeway relates that the GTAA applied the TFAP and examined
carefully the impact on Air Canada.  The GTAA analyzed Air
Canada's January 31, 2004 revised summer 2004 schedule for sample
days in April, July and September 2004.  The analysis was
conducted under both "with WestJet" and "without WestJet"
scenarios, and has been compared with the analysis for Air
Canada's November 2003 schedule.  Even if WestJet were not
operating from the new terminal, Air Canada's revised January 31,
2004 schedule requires gating some flights at Terminal 2.  With
WestJet, the incremental impact on Air Canada's requirement to
gate domestic flights at Terminal is minimal:

         Daily Air Canada Domestic Flight Legs Processed
             at New Terminal and Gated at Terminal 2

             November 2003   January 31, 2004   January 31,2004
             Schedule        Schedule Without   Schedule With
                             WestJet            WestJet
             -------------   ----------------   ---------------
April          24 of 309          3 of 315         17 of 315
July           20 of 309         12 of 336         31 of 336
September      22 of 309         13 of 336         38 of 336
             =============   ================   ===============

The examination demonstrates that the impact of WestJet's use of
the new terminal on Air Canada's access to and use of the
facilities at the new terminal cannot materially affect Air
Canada's business plan.

Mr. Kaldeway assures Mr. Justice Farley that Air Canada's
domestic operations will not be "split" after relocation because
regional domestic Jazz and Air Canada mainline domestic
operations, which currently are located in Terminal 1 and
Terminal 2, will be unified at the new terminal.  Air Canada's
current split international operations -- Cuba and Asia -- will
also be unified in the new terminal.  Air Canada, and its Star
Alliance Partner, United Airlines, will continue to operate
transborder services from the east end of Terminal 2.

                          *     *     *

Mr. Justice Farley requires the GTAA to abide by the agreements
and provide Air Canada with the fixed preferential use of all 14
contact gates at the new terminal.

"We are very pleased that the court has confirmed the terms of
our agreement on our relocation to the new terminal at Pearson.
The new terminal represents a very significant investment for Air
Canada and [the] decision means our customers will derive the
benefit intended and the airline can proceed with its
restructuring business plan," Montie Brewer, Air Canada Executive
Vice-President, Commercial, said in a press release.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Reaches Tentative Settlement on Allocation of Aircraft
------------------------------------------------------------------
Air Canada, Air Canada Jazz, ACPA and ALPA have issued the
following statement:

"A tentative settlement was reached late [Thurs]day on the subject
of allocation of aircraft between Air Canada, Air Canada Jazz, the
Air Canada Pilots Association (ACPA) and the Airline Pilots
Association (ALPA).

"Details will be released after all parties have ratified. It is
expected that the ratification will be completed no later than
March 19, 2004."

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


AMERCO: Fitch Ups $152.5M Preferred Stock Rating to CCC+ from D
---------------------------------------------------------------
Fitch Ratings raises AMERCO's $152.5 million preferred stock issue
rating to 'CCC+' from 'D'. This action follows the resumption of
quarterly dividends paid on this security beginning on March 1,
2004. AMERCO had suspended preferred stock dividend payments
beginning in December 2002.

Concurrent with this action, Fitch withdraws AMERCO's and AMERCO
Real Estate Co.'s 'DD' senior unsecured debt ratings and 'CCC+'
preferred stock rating. AMERCO expects to emerge from Chapter 11
bankruptcy protection on March 15, 2004.

Based in Reno, NV, AMERCO is a holding company whose principal
subsidiaries are U-Haul International, AMERCO Real Estate Co.,
Republic Western Insurance Co., and Oxford Life Insurance Co. U-
Haul is the leading consumer truck and trailer rental company in
North America. AREC is AMERCO's real estate management subsidiary
and is engaged in the acquisition, ownership, and disposition of
commercial real estate, principally self-storage properties.
RepWest and Oxford are insurance companies provide captive
insurance products to U-Haul's employees and customers and in
other selected markets.


AMERICAN COMMUNITY: S&P Raises Counterparty Credit Rating to BBpi
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on American Community Mutual
Insurance Co. to 'BBpi' from 'Bpi'. The ratings action reflects
the company's improved operating performance and capitalization.

The ratings are based on ACMIC's extremely strong capitalization
and liquidity, which are partially offset by marginal, though
improving, operating performance; high product line; and
geographical concentration.

The company displays a high product line concentration with more
than 96% of direct business in accident and health related lines.
Further, the company's business is geographically concentrated
with its top five states (Michigan, Indiana, Ohio, Arizona, and
Illinois) constituting 90% of direct business.

ACMIC, headquartered in Livonia, Michigan is a provider of managed
care, major medical, medical savings accounts, level term,
critical illness, dental, vision, and weekly income insurance. The
company also writes a modest amount of term life, short-term
disability and whole life coverage. The company's products are
marketed primarily through brokers. The company, which began
operations in 1947, is licensed in 23 states. In 2002, ACMIC sold
its wholly owned property/casualty subsidiary, American Community
Casualty Insurance Co., which had been inactive since its
formation in 1985.

The ratings on ACMIC were determined on a standalone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript. Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings
with a 'pi' subscript are not subject to potential CreditWatch
listings.

Ratings with a 'pi' subscript generally are not modified with
"plus" or "minus" designations. However, such designations may be
assigned when the insurer's financial strength rating is
constrained by sovereign risk or the credit quality of a parent
company or affiliated group.


AMERICAN PACIFIC: S&P Drops Corp. Credit Rating a Notch to B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas, Nevada-based American Pacific Corp. to 'B+'
from 'BB-'. The outlook is negative.

"The downgrade follows a sharp decrease in American Pacific's
recent operating profitability, and material concerns over the
company's longer-term cash generating capability due to the
uncertain status of the Space Shuttle program," said Standard &
Poor's credit analyst Franco DiMartino.

Perchlorate chemicals sales during the most recent quarter fell
75% from the prior year and full-year fiscal 2004 sales are
expected to be materially lower than the $68 million average of
the last three fiscal years. Perchlorate chemicals sold for the
Shuttle program are also subject to a 20% contractual price
reduction during fiscal 2004. Although the company benefits from a
debt-free capital structure, decreased demand due to the lower
projected number of launches once the Space Shuttle returns to
flight could materially impact operating profitability and free
cash generation. The long-term demand for the company's
perchlorate chemicals is uncertain at this point and highly
dependent on the Bush Administration's new initiative for the
space exploration program.

The ratings reflect American Pacific's position as the sole
supplier of ammonium perchlorate (AP), a virtually debt-free
capital structure, and a meaningful cash position. These positives
are more than offset by the small, specialized AP market,
uncertainty regarding the future of the Space Shuttle program, a
narrow customer base, demand dependent on governmental
appropriations, and a modest financial profile, as evidenced by
fiscal 2003 sales of less than $70 million.

AP is used as an oxidizing agent for composite solid propellants
for rockets and booster motors. The market is mature, with demand
driven by a relatively small number of Department of Defense and
National Aeronautics and Space Administration (NASA) contractors.
Substantially all of American Pacific's AP business is with
Alliant Techsystems Inc. Risks inherent in government contracts
and dependence on congressional appropriations are negative
considerations in the long-term demand outlook. Moreover, the
company's single operating facility is subject to the hazards
associated with chemical manufacturing. American Pacific also
makes sodium azide, the primary component of a gas generant used
in certain automotive airbag safety systems, and Halotron, a
chemical used in fire extinguishing systems ranging from portable
fire extinguishers to airport firefighting vehicles.


AMES DEPARTMENT: Sues Six Banks to Recover $8 Million Preferences
-----------------------------------------------------------------
Ames Merchandising Corporation made certain transfers to GMAC
Commercial Credit LLC and its subsidiaries and affiliates,
including as successor-in-interest to Bank of America Commercial,
BNY Financial Corp., Finova Capital Corp., Nationsbanc Commercial
Corp. and Omni/Bank of America.

Bijan Amini, Esq., at Storch Amini & Munves. P.C., in New York,
notes that pursuant to Section 547(b) of the Bankruptcy Code, a
debtor-in-possession may avoid any transfer of an interest of the
debtor in property:

   (a) to or for the benefit of a creditor;

   (b) for or on account of an antecedent debt owed by the debtor
       before the transfer was made;

   (c) made while the debtor was insolvent;

   (d) made on or within 90 days, or in certain circumstances
       within one year, before the filing of the petition; and

   (e) that enables such creditor to receive more in satisfaction
       of its claims than it would receive in a case under
       Chapter 7 of the Bankruptcy Code if the transfer had not
       been made.

According to Mr. Mr. Amini, during the 90-day period before the
Petition Date, Ames made these transfers:

     GMAC Entity                              Amount
     -----------                              ------
     GMAC Commercial Credit LLC            4,028,898
     Bank Of America Commercial            3,254,299
     BNY Financial Corp.                     403,699
     Finova Capital Corp.                     18,961
     Nationsbanc Commercial Corp.            247,597
     Omni/Bank Of America                     36,928

Mr. Amini states that these Avoidable Transfers were for the
benefit of the GMAC Creditors, and were made on account of
antecedent debts owed by Ames.  The Avoidable Transfers to GMAC
were also made while Ames was insolvent.  Moreover, the Transfers
enabled GMAC Creditors to recover more than they would have
received if:

   * the Avoidable Transfers had not been made;

   * the case were a case under Chapter 7; and

   * GMAC received payment of its debt to the extent provided by
     the provisions of the Bankruptcy Code.

Thus, Mr. Amini asserts that the Avoidable Transfers should be
avoided and set aside as preferential and the money transferred
should be returned to Ames.  Ames is entitled to recover from
GMAC an amount to be determined at trial that is not less than
$7,990,382, plus interest to the date of payment and the
costs of the action.

The Debtors, therefore, ask the Court to direct GMAC to pay to
their estate the Avoidable Transfers, plus interest and costs.

Headquartered in Rocky Hill, Connecticut, Ames Department Stores,
Inc., is a regional discount retailer that, through its
subsidiaries, currently operates 452 stores in nineteen states and
the District of Columbia.  The Company filed for chapter 11
protection on August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).
Albert Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal
LLP and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities. (AMES Bankruptcy News, Issue No.
51; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARMSTRONG: December 2003 Balance Sheet Insolvency Tops $1.3B
------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) reported
fourth quarter 2003 net sales of $805.8 million that were 7.1%
higher than fourth quarter net sales of $752.1 million in 2002.
Excluding the favorable effects of foreign exchange rates of $36.9
million, consolidated net sales increased by 2.1%. An operating
loss of $6.1 million was recorded for the fourth quarter of 2003
compared to an operating loss of $2,485.8 million in the fourth
quarter of 2002.

For the year ending December 31, 2003, net sales were $3,259.0
million, an increase of 2.7% from the $3,172.3 million reported
for 2002. Excluding the favorable effects of foreign exchange
rates of $142.5 million, consolidated net sales decreased 1.7%. An
operating loss for 2003 of $10.4 million compared to an operating
loss of $2,337.3 million for 2002. During 2003, Armstrong recorded
non-cash charges related to asbestos of $81 million. During the
fourth quarter of 2002, Armstrong recorded a non-cash charge of
$2.5 billion to increase the Company's estimated asbestos-related
liability.

During 2003, Armstrong implemented several manufacturing and
organizational cost changes to improve its cost structure and
enhance its competitive position. The costs for these initiatives
incurred in 2003 totaled approximately $55 million, of which
approximately $33 million was for accelerated depreciation. The
remaining amount was primarily for severances and related
inventory obsolescence.

Armstrong also implemented several initiatives in 2002, primarily
for reorganizing our flooring organizations in Europe. The cost of
these initiatives in 2002 was approximately $2 million.

In addition to the above items, results for 2003 reflect higher
raw material costs and the effects of lower sales volumes that
were partially offset by lower selling, general and administrative
(SG&A) costs. Pension income recorded in 2003 was $11.6 million, a
decline of $27.6 million from the 2002 credit recorded of $39.2
million.

At December 31, 2003, Armstrong's balance sheet shows a
shareholders' equity deficit of $1,330.2 million compared to
$1,346.7 million the prior year.

          Segment Highlights for the Full Year 2003

Resilient Flooring net sales of $1,181.5 million in 2003 increased
from net sales of $1,152.3 million in 2002. 2003 sales compared to
2002 were favorably impacted by $43.9 million from the translation
effect of the changes in foreign exchange rates. Amendments to
distributor agreements in the fourth quarter of 2002 resulted in
$19.2 million of revenue recorded in 2003 for products that were
shipped in the fourth quarter of 2002. Operating income of $55.9
million in 2003 declined by $8.6 million from the operating income
in 2002 of $64.5 million. Charges for various cost reduction
initiatives accounted for approximately $11 million of the
decrease, with $7 million being associated with accelerated
depreciation. Partially offsetting the negative effects of these
items were operating income gains from an increase in laminate
sales, and significant reductions in SG&A costs and reduced
spending on advertising.

Wood Flooring net sales of $738.6 million in 2003 increased 2.7%
from $719.3 million in the prior year. This increase was driven
primarily by improved pricing and increased volume in certain
products. An operating loss of $4.0 million was recorded in 2003
compared to operating income of $53.0 million in 2002.
Approximately $40 million of the $57 million decline in operating
income was due to increases in lumber costs. Also contributing to
the decline were $28.2 million of expenses associated with cost
reduction initiatives, of which $24.6 million was for accelerated
deprecation. Partially offsetting these expenses were gains from
the selling price increases and reduced expenditures in SG&A, the
latter partially as an effect of the cost reduction initiatives.

Textiles and Sports Flooring net sales of $271.9 million increased
in 2003 compared to $247.2 million in 2002. Excluding the
translation effect of the changes in foreign exchange rates of
$49.8 million, net sales decreased 8.4% due to weak European
markets. An operating loss of $9.8 million in 2003 increased by
$5.1 million from the operating loss of $4.7 million recorded for
2002. 2003 results include expense of $7.5 million associated with
cost reduction initiatives. Partially offsetting the effects of
the cost reduction expenses and lower sales volumes were reduced
manufacturing expenses and SG&A expenditures.

Building Products net sales of $862.2 million in 2003 increased
from $826.6 million in the prior year. Excluding the translation
effect of the changes in foreign exchange rates of $48.9 million,
sales decreased by 1.5%, primarily due to lower sales volume in
commercial markets, partially offset by improved pricing in the
U.S. commercial and residential markets. Operating income
decreased to $95.2 million from operating income of $96.5 million
in 2002. This decrease resulted from lower sales volume, increased
energy costs, wage and salary inflation, price concessions in
Europe and expense for cost reduction initiatives. Improved U.S.
pricing and manufacturing cost improvements partially offset this
decrease. Operating income for 2003 also benefited by
approximately $4.1 million due to the translation effect of the
changes in foreign exchange rates.

Cabinets net sales in 2003 of $204.8 million decreased from $226.9
million in 2002 due primarily to reductions in volume. An
operating loss of $11.1 million in 2003 compared to an operating
loss of $3.9 million in the prior year. The operating loss was
predominantly due to the negative effects of lower volume.
Partially offsetting the decline were lower selling expenses.

Armstrong Holdings, Inc. is the parent company of Armstrong World
Industries, Inc., a global leader in the design and manufacture of
floors, ceilings and cabinets. In 2003, Armstrong's net sales
totaled more than $3 billion. Based in Lancaster, PA, Armstrong
operates 44 plants in 12 countries and has approximately 15,200
employees worldwide. More information about Armstrong is available
on the Internet at http://www.armstrong.com/


ASTEC INDUSTRIES: Lenders Agree to Waive Loan Covenant Default
--------------------------------------------------------------
Astec Industries, Inc. (Nasdaq: ASTE) reported results for the
fourth quarter and year ended December 31, 2003 in line with its
preliminary projection issued on February 24, 2004.

Revenues for the fourth quarter of 2003 were $87.8 million
compared with $105.4 million for the fourth quarter of 2002.
Domestic sales were $63.1 million for the fourth quarter of 2003,
or 71.9% of 2003 fourth quarter revenues, compared to domestic
sales of $87.2 million for the fourth quarter of 2002, or 82.7% of
2002 fourth quarter revenues. International sales were $24.7
million for the fourth quarter of 2003, or 28.1% of 2003 fourth
quarter revenues, compared to international sales of $18.2 million
for the fourth quarter of 2002, or 17.3% of 2002 fourth quarter
revenues. The Company reported a net loss of $24.1 million, or
$1.23 per diluted share, for the fourth quarter of 2003 compared
with a net loss of $10.3 million, or $0.53 per diluted share, for
the fourth quarter of 2002. The net loss for the fourth quarter of
2003 was within the range of expectations given by the Company in
its February 24, 2004 press release.

Revenues for 2003 were $426.6 million compared with $480.6 million
for 2002. Domestic sales were $331.0 million for 2003, or 77.6% of
2003 revenues, compared to domestic sales of $401.3 million for
2002, or 83.5% of 2002 revenues. International sales were $95.6
million for 2003, 22.4% of 2003 revenues, compared to
international sales of $79.3 million for 2002, or 16.5% of 2002
revenues. The Company reported a net loss of $29.0 million, or
$1.47 per diluted share, for 2003 compared with a net loss of $4.7
million, or $.24 per diluted share, for the prior year.

Consolidated financial statements for the fourth quarter and year
ended December 31, 2003 and additional information related to
segment revenues and profits are attached as addenda to this press
release.

Astec's backlog at December 31, 2003 as previously released was
$79.4 million compared to $60.7 million for 2002. Astec's backlog
at January 31, 2004, was $90.7 million compared with $65.7 million
at January 31, 2003.

Commenting on the announcement, Dr. J. Don Brock, Chairman and
Chief Executive Officer, stated, "As I mentioned in our February
24, 2004 press release, we are disappointed in the financial
results for the fourth quarter of 2003 and for the full year but
are looking forward to 2004. The primary factors in the fourth
quarter that negatively affected our earnings results were a
goodwill impairment charge of approximately $16.3 million related
to Statement of Financial Accounting Standards No. 142;
underabsorbed overhead of approximately $2.9 million; a writedown
of approximately $1.9 million on used and rental equipment to
reflect the decreased market value due to poor economic
conditions; and pre-tax losses from the Trencor and Astec
Underground start-up operations at Loudon, Tennessee of
approximately $3.6 million."

Dr. Brock added, "On the positive side, our underabsorbed overhead
in the fourth quarter decreased from the prior year fourth quarter
because of measures taken to reduce manufacturing expenses, and
interest expense has declined $1.3 million for the fourth quarter
which reflects the debt reduction of $58.5 million in 2003. Our
backlog at December 31, 2003 was $79.4 million compared to $60.7
million at December 31, 2002 for a 30.8% increase. Our backlog at
January 31, 2004 was $90.7 million compared to $65.7 million at
January 31, 2003 for a 38.1% increase. We believe we have hit the
bottom of the economic cycle and have turned upward based on our
backlog and customer activity. We anticipate that the six-year
highway bill will be renewed, and we believe that an improving
economy should increase state highway funding revenues and private
commercial projects."

At December 31, 2003, Astec was not in compliance with a financial
covenant under its credit facilities. The Company received a
waiver for non- compliance for the fourth quarter of 2003 and has
entered into amendments with its lenders effective as of December
31, 2003 which revise the financial covenant for the next three
quarters.

Astec will reclassify the revolving portion of its credit facility
for the second quarter ended June 30, 2003 and for the third
quarter ended September 30, 2003 in accordance with Emerging
Issues Task Force (EITF) Issue 95-22 "Balance Sheet Classification
of Borrowings Outstanding under Revolving Credit Agreements That
Include both a Subjective Acceleration Clause and a Lock-Box
Arrangement." The effect will be to reclassify debt previously
reported as long-term debt amounting to $27.8 million and $39.6
million in the second and third quarters of fiscal 2003,
respectively, to current liabilities. In accordance with EITF 95-
22, Astec will also be classifying the revolving portion of its
credit facility as current liabilities in its financial statements
as of December 31, 2003. The reclassifications will not have an
impact on the Company's total assets, shareholder's equity,
liquidity or the results of operations for the impacted quarters
or for the year ended December 31, 2003 and will not affect the
financial covenants in the Company's credit facilities. The
reclassifications will be reflected in the Company's filings.

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


ATS LIQUIDATING: Distributes Grantor Tax Letter
-----------------------------------------------
The ATS Liquidating Trust (ATISZ.PK) announced that the Trustee is
mailing a Grantor Letter to holders of record of interests in the
Trust. The letter contains information regarding allocable
portions of all items of Trust income, deductions and credits
which must be reported on income tax returns. This information may
be relevant to certain holders as they prepare their tax returns
for 2003.

The Trustee recommends that holders consult their tax advisor
concerning specific tax consequences and tax reporting relating to
the tax information provided in the Grantor Letter. The Trustee
cannot and will not provide advice on the personal tax treatment
of the tax information.

Those interest holders who held their shares of Advanced Tissue
Sciences in street name will not receive such a letter directly
from the Trust. However, a sample letter can be found on the Trust
web site at http://www.advancedtissue.com/under the link labeled
Tax Information for 2003.  It contains the necessary financial
information for holders to calculate their allocable share of the
Trust's income and expenses.

Holders of record should have received previously from the Trustee
a Form 1099-Div and related tax information concerning the 2003
distribution of beneficial interests in the trust based on their
shares in ATS.

As a result of the Chapter 11 Liquidating Plan of Reorganization
which was confirmed by the Bankruptcy Court by a final order dated
March 21, 2003 and which became effective on March 31, 2003, the
stock of ATS was cancelled and its former stockholders now hold
non-trading interests in the ATS Liquidating Trust. According to
the terms of the Plan, the Interests in the ATS Liquidating Trust
are not to trade and the Liquidating Trustee will only recognize
as beneficiaries of the Trust those equity holders of record as of
the effective date of the Plan. Any trading that may be occurring
after the effective date of the Plan under the symbol "atisz.pk"
or otherwise is unauthorized by the Plan and will not be
recognized by the Trustee. As a result of the terms of the Plan
and the order of the bankruptcy court confirming the Plan, the
Securities and Exchange Act of 1934 as amended and the rules
promulgated thereunder no longer apply to the Company since it has
no issued stock, no shareholders, and is no longer in business.
However, to the extent applicable, the above cautionary statement
is made by the Trust under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.


AUBURN FUN ZONE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Auburn Fun Zone, Inc.
        1221 Commerce Drive
        Auburn, Alabama 36830

Bankruptcy Case No.: 04-30390

Type of Business: The Debtor is a Child Care Center.

Chapter 11 Petition Date: February 11, 2004

Court: Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Collier H. Espy, Jr.
                  Espy, Metcalf & Poston, P.C.
                  P.O. Drawer 6504
                  Dothan, AL 36302-6504
                  Tel: 334 793-6288

Total Assets: $295,000

Total Debts:  $1,763,516

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Auburn Bank                   This Debt is believed     $395,000
P.O. Box 3110                 to be unsecured as to
Auburn, AL 36831-3110         corporate debtor
                              Although it may be
                              secured by property
                              owned individually by
                              _____________.

Southeastern Skate Supply                               $130,712

Destin Bank                   Roller skates;            $100,000
                              lockers & tables in
                              warehouse in
                              Opelika to be
                              surrendered

Amerifirst Bank               Childcare equipment       $100,000

Frontier Bank                 (2) Old bluebird          $120,000
                              buses ($10,000) &
                              virtual roller
                              coaster ($25,000)

Watch Me Grow                                            $30,000

Aliant Bank                   Bumper Cars                $40,000

Colonial Bank                 Old Equipment              $20,000

Bakers Grading, Paving &                                 $11,000
Seal Coating

Brendle                       Installation of            $11,000
                              sprinkler system

Spencer Lumber                                           $11,000

Northland Group, Inc.                                    $10,072

Platinum Plus                                             $9,903

Jackson Heating & Air                                     $8,638

Landmark Sign Co.             Acct balance includes       $7,800
                              work in Montgomery
                              location & also an
                              NSF check for approx.
                              $3,700 issued in 10/03

Advantage Cap Company                                     $6,184

A-Com Protection Services     Judgment recovered in       $5,833
Inc.                          the district CT of
                              Lee Cty (DV-2003-0813)
                              on 1/30/04

Davis Dyar                                                $5,790

Blue Cross Blue Shield        Past due health             $5,781
Payment Processing            insurance premiums

ASCOM                                                     $5,388


BALL CORP: S&P Revises Outlook on Low-B Level Ratings to Stable
---------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Broomfield, Colorado-based Ball Corp. to stable from negative.

This action follows the company's strong earnings and free cash
generation for the fourth quarter of 2003 and for the year as a
whole, and incorporates expectations of continuing improvement to
the company's financial profile.

Ratings on the metal can and plastic packaging producer, including
the 'BB+' corporate credit rating were affirmed. Total debt
outstanding at Dec. 31, 2003, was $1.69 billion.

Following Ball's debt-financed acquisition of Schmalbach-Lubeca AG
(now Ball Packaging Europe) in December 2002 for approximately
$909 million, management has used free cash generation to reduce
debt in line with expectations factored into the ratings. "Ratings
also incorporate Standard & Poor's expectation that Ball will
remain focused on debt reduction utilizing excess cash flows in
2004 to reduce debt by $150 million to $200 million, and thus
restoring credit measures to levels appropriate for the rating,"
said credit analyst Liley Mehta.

The ratings reflect the company's solid market positions and
stable cash flow generation, which are offset by management's
aggressive financial policies and intense competition in the
global beverage can market. With annual revenues of almost $5
billion, Ball is the world's largest beverage can producer, with
leading shares in the two largest can markets, North America and
Europe.

The Ball Packaging Europe acquisition improved the company's
geographic diversity and reduced its high customer concentration.
Ball also benefits from better growth prospects, as the European
market is still expanding in the mid-single-digit percentage area,
whereas the North American market is mature. Nevertheless,
competition is intense and stems from large global rivals and
intermaterial substitution. While the integration of the
acquired business was challenging given its size and that it was
the company's first foray into Europe, management's good track
record for buying and integrating businesses has continued, and
the expected earnings contribution has been achieved.


BOWATER: S&P Lowers Credit Rating to BB Citing High Debt Burden
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
newsprint producer Bowater, Inc. The corporate credit rating is
lowered to 'BB/Stable/--' from 'BB+/Negative/--', and the senior
unsecured bank loan and senior unsecured debt ratings are each
lowered to 'BB' from 'BB+'.

"The downgrade reflects Standard & Poor's expectations that
Bowater's debt burden will remain stubbornly high relative to free
operating cash flow for at least the next year, despite gradually
improving market conditions and substantially lower capital
spending," said Standard & Poor's credit analyst Pamela Rice. Debt
increased by about $140 million in 2003 to $2.5 billion at year
end, in part because of elevated capital spending and despite the
receipt of $150 million in timberland sale proceeds. The ratings
and outlook incorporate expectations that Bowater will begin
generating positive free cash flow in 2004, and during the next
few years, will use its discretionary cash flow and proceeds from
any asset sales to lower debt by several hundred million dollars
so as to be free cash flow neutral or better through the bottom of
future industry cycles. The rating action also reflects concern
that U.S. newsprint demand may already have permanently declined
more than Standard & Poor's had anticipated because of waning
newspaper readership and lower commercial printing volumes.
Because industry capacity closures may be insufficient to
compensate for this structural decline and it may be difficult for
North American newsprint producers to earn a reasonable return,
Standard & Poor's believes this industry may no longer be
investment grade.

The ratings reflect Bowater's high debt burden caused by three
years of weak earnings and elevated capital spending and prospects
for modest, though improving, cash-flow generation in the near
term. These factors outweigh the company's leading market
positions in cyclical newsprint, pulp, and coated groundwood
paper, substantial operating leverage, and valuable timberland
holdings.


BUDGET GROUP: Has Until March 30, 2004 to Decide on Leases
----------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Budget
Group Debtors sought and obtained Court approval to extend their
deadline to assume or reject all of the remaining leases,
subleases or other agreements to which they are a party and that
may be considered unexpired non-residential real property leases,
through and including March 30, 2004.

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)


CCP INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: C.C.P., Inc.
        c/o Wollmuth Maher & Deutsch LLP
        One Gateway Center, Ninth Floor
        Newark, New Jersey 07102

Bankruptcy Case No.: 04-17386

Type of Business: The Debtor is a contract manufacturer of
                  liquid and powder products.  The company also
                  develops and provides custom hair, skin and
                  personal care products.

Chapter 11 Petition Date: March 4, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Paul R. DeFilippo, Esq.
                  Wollmuth Maher & Deutsch LLP
                  One Gateway Center, 9th Floor
                  Newark, NJ 07102
                  Tel: 973-733-9200
                  Fax: 973-733-9292

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
------                        ---------------       ------------
Prime Graphics                Trade                     $154,209

Chemical International Corp.  Trade                     $153,407

Brickforce                    Trade                     $151,296

SONOCO                        Trade                     $132,805

Gallard-Schlesinger           Trade                      $97,157
Industries

FMC Corporation               Trade                      $92,502

Mississippi Lime Co.          Trade                      $50,600

Brenntag Northeast Inc.       Trade                      $39,338

Lithografix Company Inc.      Trade                      $37,198

Andrews Drive Inc.            Trade                      $35,604

Gibbons del Deo Dolan         Legal                      $33,794
Griffinger

Nalco Company                 Trade                      $33,130

Berry Plastics Corporation    Trade                      $32,922

Cooper & Dunham LLP           Legal                      $31,500

Beveridge & Diamond           Legal                      $30,496

Protameen Chemicals Inc.      Trade                      $29,314

Ayres International           Trade                      $28,604

Cerestar, USA                 Trade                      $26,060

State Container Corp.         Trade                      $24,313

Superior Materials Inc.       Trade                      $33,794


CEDARA SOFTWARE: Inks Supply & Services Pact with Japanese Firm
---------------------------------------------------------------
Cedara Software Corp. (TSX:CDE/OTCBB:CDSWF), a leading independent
developer of medical software technologies for the global
healthcare market, has signed an agreement with Aloka Co. Ltd. of
Tokyo Japan, to supply certain of its medical imaging technologies
and services to Aloka.

The agreement is valued at a minimum of Cdn$3.1 million.

"We are pleased that Cedara has been successful in securing this
major agreement with Aloka, a leading manufacturer of medical
devices," said Abe Schwartz, Cedara's President and CEO.

For more information about Cedara's range of medical image
management products, visit the Cedara Web site at
http://www.cedara.com/

Cedara Software Corp. is a leading independent provider of medical
technologies for many of the world's leading medical device and
healthcare information technology companies. Cedara software is
deployed in thousands of hospitals and clinics worldwide. Cedara's
advanced medical imaging technologies are used in all aspects of
clinical workflow including the operator consoles of numerous
medical imaging devices; Picture Archiving and Communications
Systems (PACS); sophisticated clinical applications that further
analyze and manipulate images; and even the use of imaging in
minimally-invasive surgery. Cedara is unique in that it has
expertise and technologies that span all the major digital imaging
modalities including magnetic resonance imaging (MRI), computed
tomography (CT), digital X-ray, ultrasound, mammography,
cardiology, nuclear medicine, angiography, positron emission
tomography (PET) and fluoroscopy.

The company's December 31, 2003, balance sheet discloses a working
capital deficit of about CDN$5 million, and Cedara appears each
week in the Troubled Company Reporter's list of large companies
with insolvent balance sheets.


COMMSCOPE INC: Acquires Avaya's Connectivity Solutions Business
---------------------------------------------------------------
On January 31, 2004, CommScope, Inc., a Delaware corporation,
through CommScope Solutions Holdings, LLC (formerly known as SS
Holdings, LLC), a Delaware limited liability company and a wholly
owned subsidiary of CommScope, acquired the Connectivity Solutions
business of Avaya Inc., a Delaware corporation, pursuant to an
asset purchase agreement dated October 26, 2003, between
CommScope, CSH and Avaya.

ACS is engaged in the business of the design, development,
manufacture and marketing of enterprise structured cabling
solutions for Local Area Networks, structured cabling and
equipment for telephone central offices and secure environmental
enclosures for telecommunications service providers. The principal
assets of the ACS business include: intellectual property;
contracts; equipment; inventory; accounts receivable;
manufacturing facilities in Omaha, Nebraska, Bray, Ireland, and
Brisbane, Australia; leased warehouse facilities in Hilversum, The
Netherlands and Singapore; and leased operational headquarters and
research and development facilities in Richardson, Texas.
Approximately 1,900 employees of the ACS business have become
employees of CommScope and its subsidiaries.

Under the terms of the Asset Purchase Agreement, CommScope and CSH
acquired substantially all of the assets, subject to specified
liabilities, of ACS in consideration for the payment to Avaya of
$250,000,000 in cash and 1,761,538 shares of CommScope's common
stock, par value $0.01 per share, subject to post-closing
adjustment. (The closing of certain limited international
operations is expected to occur later this year, and a portion of
the cash purchase price was withheld pending such closing).
CommScope also assumed up to approximately $65 million of
specified liabilities of ACS, primarily related to employee
benefits. The
purchase price was based on arms-length negotiations between the
parties and will be adjusted based on the Closing Net Assets (as
defined in the Asset Purchase Agreement) of ACS as of the close of
business on the business day prior to the closing date.

The cash portion of the purchase price was funded from CommScope's
existing cash balances and $100 million of borrowings under
CommScope's new amended and restated $185 million senior secured
credit facility. Certain of CommScope's operating subsidiaries,
are the primary borrowers under the Credit Agreement. CommScope
and each of its other material domestic subsidiaries have
guaranteed the performance of the Borrowers under the Credit
Agreement. The Credit Agreement is secured by substantially all of
the property and assets of CommScope. The Credit Agreement
consists of a $110 million revolving credit facility and a $75
million term loan facility maturing on January 31, 2009.

CommScope (NYSE: CTV) -- http://www.commscope.com/-- (S&P, BB
Corporate Credit & B+ Subordinated Debt Ratings, Stable) is a
world leader in the design and manufacture of 'last mile' cable
and connectivity solutions for communication networks. We are the
global leader in structured cabling systems for business
enterprise applications and the world's largest manufacturer of
coaxial cable for Hybrid Fiber Coaxial applications. Backed by
strong research and development, CommScope combines technical
expertise and proprietary technology with global manufacturing
capability to provide customers with high-performance wired or
wireless cabling solutions from the central office to the home.


ENRON CORP: Asserts Noxtech's $22 Million Claim is Overstated
-------------------------------------------------------------
On October 10, 2002, NOxTech, Inc. filed Claim No. 9197 for
$21,950,403 against Enron North America Corporation.  The Claim
is based on amounts allegedly owed to NOxTech pursuant to an
Exclusive License Agreement dated July 21, 2000, by and between
NOxTech and ENA.

After reviewing the Claim, ENA concluded that:

   -- the Claim is overstated;

   -- NOxTech failed to set forth the alleged fraud in the
      inducement claim with specificity;

   -- NOxTech failed to include documentation to support the
      claims; and

   -- NOxTech failed to provide documentation supporting the
      calculation of the damages for the alleged claim.

Accordingly, the Debtors ask the Court to disallow and expunge
the Claim or reduce Claim No. 9197 to the extent NOxTech is able
to introduce sufficient documentation to support the Claim, and
allow NOxTech's claim in an amount the Court will determine.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
notes that NOxTech may have engaged in improper conduct in breach
of the Contract, the result of which may be to deprive ENA of the
value of the Contract.  Thus, ENA expressly reserves the right to
seek damages against NOxTech and to seek to equitably subordinate
its alleged claim. (Enron Bankruptcy News, Issue No. 100;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORPORATION: Court Fixes Claims Estimation Procedures
-----------------------------------------------------------
The US Bankruptcy Court for the Southern District of New York
rules that the estimation and settlement of Claims against the
Enron Corp. Debtors, and the adjudication of Counterclaims, will
be conducted in accordance with these procedures:

                       Debtors' Objection
                    and Notice to Claimants

A. Estimation Objection/Notice Package

   The Debtors may prepare and file with the Bankruptcy Court an
   objection to any Claim for the purposes of estimation, which
   will state with particularity the legal and factual bases for
   their objection.  The Estimation Objection will provide, at a
   minimum, these information, if applicable:

     (i) the Claim number on the claims register;

    (ii) the name of the Claimant;

   (iii) the basis for asserting the Claim is contingent or
         unliquidated and subject to Section 502(c) of the
         Bankruptcy Code;

    (iv) to the extent a Claim is asserted in the proof of claim
         as liquidated but the assertion is disputed by the
         Debtors, a declaration providing the specific legal and
         factual grounds and evidence supporting the dispute;

     (v) to the extent a Claim is asserted in the proof of claim
         as liquidated and the assertion is not disputed but the
         liquidated amount of the Claim is disputed by the
         Debtors, a declaration providing the specific legal and
         factual grounds and evidence supporting the dispute;
         and

    (vi) the evidence to support the assertion of the objection,
         including names of all persons employed by or within
         the control of the Debtors, who are likely to have
         discoverable information relating to the Estimation
         Objection and any documents that the Debtors may rely
         upon in support of the Estimation Objection.

   The Estimation Objection will not exceed seven pages in
   length, including the declaration, exclusive of documentary
   and statutory exhibits.  The Debtors will serve the affected
   Claimant with (i) a notice of the Estimation Objection, (ii)
   a copy of the relevant Estimation Objection, (iii) a form to
   be completed and verified by each Claimant and setting forth
   the elements and evidence to support the Claimant's Claim and
   (iv) a copy of the Claims Procedures Order will constitute
   the Court's Rule 16 Scheduling Order.

B. Assertion of Counterclaims

   The Debtors may assert a Counterclaim against a particular
   Claimant whose Claim is the subject of an Estimation
   Objection by setting forth in the Estimation Objection the
   elements and verified statement of evidence supporting the
   Counterclaim including names of all persons employed by or
   within the control of the Debtors, who are likely to have
   discoverable information relating to the Counterclaim and
   any documents that the Debtors may rely upon in support of
   the Counterclaim.  In the event that a Counterclaim is
   submitted by the Debtors in the Estimation Objection, the
   Debtors' Estimation Objection will not exceed 15 pages in
   length.

C. Service of Notice Package

   Service of the Notice Package will be effectuated:

   (a) in accordance with Bankruptcy Rules 2002 and 7004,
       Federal Rule of Civil Procedure and the Case Management
       Order;

   (b) by first class mail, postage prepaid, upon the signatory
       on the Claimant's proof of claim and other representative
       identified in the proof of claim and any attachment
       thereto; and

   (c) by first class mail, postage prepaid, on any attorney
       who has entered a notice of appearance on the Claimant's
       behalf in the Debtors' Chapter 11 cases.

D. Estimation Notice

   The Estimation Notice will (i) provide the Claimant 135 days
   notice of the hearing on the Estimation Objection and (ii)
   direct the Claimant to complete and return the executed
   Statement of Claim within 30 days of the service date of the
   Estimation Notice.

             Claimant's Response - Statement of Claim

A. Statement of Claim

   Within 30 days of the service date of the Estimation Notice,
   the Claimant will complete, execute, and serve upon the
   Debtors, attorneys for the Debtors and attorneys for the
   Creditors' Committee, the Statement of Claim setting forth,
   among other things, a detailed explanation, and, if
   appropriate, itemization by amount of the Claimant's Claim
   and the evidence to support the assertion of the Claim,
   including names of all persons employed by or within the
   control of the Claimant, who are likely to have discoverable
   information relating to the Claim and any documents that the
   Claimant may rely upon in support of the Claim, not to exceed
   10 pages in length.  Any Statement of Claim that fails to
   specify an amount greater than $0 will be deemed to be $0 for
   allowance and distribution purposes.  The Claimant's timely
   filed proof of claim form and all of the documents attached
   thereto will remain part of the record for estimation
   purposes and should not be included in or attached to the
   Statement of Claim.

B. Claimant's Response to Counterclaim

   In the event that the Debtors assert a Counterclaim, the
   Claimant will respond to the Counterclaim on or before 30
   days following service of the Debtors' Estimation Objection
   by completing, executing and serving upon the Estate Parties
   a statement of position outlining the Claimant's arguments
   and defenses with respect to the Counterclaims, including
   the evidence to support the assertion of such response,
   including names of all persons employed by or within the
   control of the Claimant, who are likely to have discoverable
   information relating to the Counterclaim and any documents
   that the Claimant may rely upon in support of the
   Counterclaim response, which will not exceed 10 pages in
   length.

C. Default, Grace Period and Discharge

   The Claimant will serve the Statement of Claim upon the
   Estate Parties in accordance with the terms of the Estimation
   Notice and the Case Management Order.  If a Claimant fails to
   return timely a completed and executed Statement of Claim and
   Response to Counterclaim, as applicable, so as to be
   received on or before the 30th day following the date of
   service of the Estimation Notice, and receives a written
   grace period notice from the Debtors and does not complete
   and return the Statement of Claim so as to be received by the
   Estate Parties on or prior to the 15th day following the date
   of service of such grace period notice, such Claimant's Claim
   will be deemed forever discharged, disallowed, waived and
   expunged against the Debtors and the Debtors' Chapter 11
   estates, and the Bankruptcy Court will enter an appropriate
   order in connection therewith.

              Debtors' Reply - Statement of Position

In the event that a Claimant timely serves a Statement of Claim,
the Debtors may, in their discretion, on or before 30 days
following the service of a Statement of Claim, respond to the
Statement of Claim by completing, executing, and serving upon the
relevant Claimant, with a copy to the attorneys for the Creditors
Committee, a statement outlining the Debtors' arguments and
defenses with respect to the Claim and the elements and evidence
set forth in the Statement of Claim.  The Debtors' Statement of
Position will not exceed 10 pages in length.

                        Opt-Out Procedures

A. Right to Opt Out for Fully Liquidated Claims

   In the event that an Estimation Objection disputes the
   allowance of a fully liquidated Claim, the holder thereof
   will have the absolute right to exclude such Claim from these
   Procedures, provided that, within 30 days of the service date
   of the Estimation Notice, the Claimant will complete,
   execute, and serve upon the Debtors the appropriately marked
   opt out form and, to the extent desired, by submitting an
   additional pleading supporting such election.  Claimants
   seeking exemption pursuant to this opt out provision will
   not be required to complete and serve the Statement of
   Claim prior to the Court's ruling on the Exemption Request.
   To the extent that a Claimant with an otherwise Exempted
   Claim does not make such election on the Opt Out Form, the
   Claimant will be bound by these Procedures, and the Claimant
   will have the Claim heard by the Bankruptcy Court pursuant to
   the terms and conditions hereof.

B. Requests to Opt Out or Have Modified Procedures for Overly
   Complex Claims

   In the event that the facts and circumstances surrounding a
   Claim are too complex to be readily ascertained in the
   context of these Procedures, the holder of such Claim will
   have the right to request exclusion of such Claim from these
   Procedures, provided that, within 30 days of the service date
   of the Estimation Notice, the Claimant will complete,
   execute, and serve upon the Debtors the appropriately marked
   Opt Out Form and, to the extent desired, by submitting an
   additional pleading supporting the request.  Claimants
   seeking exemption pursuant to this opt out provision will
   not be required to complete and serve the Statement of
   Claim prior to the Court's ruling on the Exemption Request.
   A Claimant's alleged Overly Complex Claim will be exempted
   from these Procedures only upon the express consent of the
   Debtors or entry of an order by the Bankruptcy Court granting
   the Claimant's Exemption Request.  In the event an Overly
   Complex Claim is exempt from these Procedures, all rights of
   the Debtors or any party-in-interest will be fully preserved,
   including any right to seek estimation of the Claim outside
   of these Procedures.  In lieu of granting the Exemption
   Request, the Bankruptcy Court may, in its discretion, modify
   these Procedures and order the alleged Overly Complex claim
   to be estimated in accordance therewith.

C. Right to Sever Affirmative Request for Relief on
   Counterclaims

   A Claimant will have the absolute right to exclude from these
   Procedures the adjudication of the Debtors' right to
   affirmative recovery on any Counterclaim by marking the
   appropriate box on the Statement of Claim form; provided,
   however, the Bankruptcy Court may nevertheless consider any
   Counterclaim asserted by the Debtors as a defense or offset
   in connection with estimation of the Claimant's Claim.  To
   the extent that the Debtors assert a Counterclaim in their
   Estimation Objection, and the affected Claimant does not
   timely submit a demand to exclude the adjudication thereof
   from these Procedures, the Claimant will be bound by these
   Procedures, and the Counterclaim will be adjudicated by the
   Bankruptcy Court.

                    Claims Resolution Process

A. Initial and Mandatory Disclosures

   Unless otherwise ordered by the Court, the information
   required to be provided in the Estimation Objection and
   Statement of Claim or, in the case of a Counterclaim, the
   Statement of Position and Response to Counterclaim will be
   deemed to satisfy any initial or mandatory disclosure
   required by Rule 26 of the Federal Rules of Civil Procedure,
   as applicable pursuant to Rule 9014 of the Federal Rules of
   Bankruptcy Procedure.

B. Settlement Offer

   At any time after receipt of a Statement of Claim, the
   Debtors may offer, in writing, to settle a particular Claim
   or Counterclaim, as the case may be.  The Debtors may make a
   Settlement Offer to any Claimant who timely submits a
   completed and signed Statement of Claim.  Each Settlement
   Offer will constitute a statement made for settlement
   purposes only and, pursuant to Rule 408 of the Federal Rules
   of Evidence, will be inadmissible in any proceeding with
   respect to the Claim or a Counterclaim.

C. Claimant's Acceptance of Settlement Offer

   Any recipient of a Settlement Offer will be required to
   accept or reject the Settlement Offer or submit in writing,
   a counter-offer within 10 days of service by the Debtors or
   the Claimant, as the case may be.

D. Acceptance or Rejection of Counteroffer

   If a Counteroffer is tendered, the Debtors or Claimant will
   be required to accept or reject the Counteroffer, in writing
   within 10 days of the service of the Counteroffer.

E. Creditors Committee Involvement

   The Debtors will consult with, and provide periodic updates
   to, the Creditors' Committee on the number, size and nature
   of the Claims and on the Debtors' general plans to resolve
   the Claims.  In the event that (1) a settlement provides for
   allowance of a Claim in an amount greater than $100,000,000,
   (2) a settlement constitutes 20% or more of the estimated
   total allowed Claims against a particular Debtor and more
   than $1,000,000, (3) a settlement provides for allowance of
   a Claim in an amount greater than $20,000,000 and constitutes
   more than 105% of the amount reflected on the Debtors' books
   and records or (4) a settlement provides for allowance of a
   Claim of an employee or insider in an amount greater than
   $100,000, then the Debtors will obtain the consent of the
   Creditors Committee prior to the acceptance or rejection of
   any Settlement Offer or Counteroffer, and prior to filing
   any Settlement Stipulation in respect of the Settlement Offer
   or Counteroffer; provided, however, that in the case of De
   Minimis Settlements, prior approval of the Creditors
   Committee will not be required.

                      Additional Discovery

A. Additional Discovery

   In the event that the Debtors or any Claimant determines that
   additional discovery beyond the initial and mandatory
   disclosures in connection with the estimation of any Claim or
   the adjudication of any Counterclaim is required, the parties
   will negotiate in good faith the terms of an expedited
   discovery schedule, in writing signed in accordance with the
   requirements of Civil Rule 26(g), as applicable pursuant to
   Bankruptcy Rule 9014, such that all discovery will be
   concluded no later than 20 days prior to the Estimation
   Hearing.  If a consensual discovery schedule cannot be
   negotiated, either party may arrange a telephonic chambers
   conference on notice to the other party and counsel to the
   Creditors Committee, provided that the conference must be
   requested and held no later than 50 days prior to the
   Estimation Hearing.  The Court will have the right to limit
   the number or types of discovery requests in accordance with
   the expedited nature of these Procedures.

B. Limited Use of Discovery

   To the extent that facts obtained through discovery refute,
   contradict or impeach material facts asserted by either party
   in their declarations or certified statements, either party
   may submit to the Bankruptcy Court a written summary of the
   disputed facts, not to exceed five pages, providing specific
   citations to the facts, no later than 15 days prior to the
   Estimation Hearing.  In the event a party submits Discovered
   Evidence, the non-submitting party will have the right to
   dispute the admissibility or asserted interpretation of
   Discovered Evidence in a written statement not to exceed five
   pages, including the specific disputes and reasons therefore
   no later than five days prior to the Estimation Hearing.

                    Submissions to the Court

A. Exemptions Challenged by the Debtors

   In the event that the Debtors refuse a Claimant's Exemption
   Request or object to a Claimant's Exemption Election on the
   basis that the Claim is contingent, unliquidated, and
   properly subject to estimation pursuant to these Procedures,
   the Debtors will, within 25 days of service of the Claimant's
   Exemption Request or Election, compile and file with the
   Bankruptcy Court the Claimant's proof of claim, the Notice
   Package, the Claimant's Exemption Request or Election, and
   the Debtors' response to the Exemption Request or Election
   for a ruling on whether the Claim will be subject to
   estimation in accordance with these Procedures.  A hearing
   may be requested by the Claimant pursuant to a Claimant's
   Exemption Request or Election or by the Debtors in their
   response thereto.  The Exemption Hearing will be noticed for
   hearing on the next Hearing Day that is at least seven
   calendar days after the Exemption File is filed with the
   Clerk of the Court and notice thereof is served upon the
   appropriate parties, or on other day as the Court so orders.
   In the absence of a request for an Exemption Hearing, the
   Court may, in its discretion, schedule an Exemption Hearing,
   or enter an order resolving the dispute based on the
   Exemption File without a hearing.  In the event that the
   Debtors refuse a Claimant's Exemption Request or object to a
   Claimant's Exemption Election with respect to any Claim,
   these Procedures will be suspended with respect to the Claim
   until an order is entered resolving the disputed Exemption
   Request or Exemption Election.  In the event a Claimant's
   Exemption Request or Election is denied by the Court, the
   the Court will establish a schedule for the submission of a
   Statement of Claim by the Claimant, the Debtors' Statement of
   Position and the Estimation Hearing, if any, in the order
   resolving the disputed Exemption Request or Exemption
   Election.

B. Estimation or Adjudication by the Court

   In the absence of an Exemption Request or Election and unless
   a Claim is exempted by Court order or otherwise settled in
   accordance with these Procedures, the Debtors will compile
   and file with the Bankruptcy Court the Claimant's proof of
   claim, the Notice Package, the Claimant's Statement of Claim,
   and the Debtors' Statement of Position for purposes of a
   hearing on estimation of the Claim pursuant to the Estimation
   Objection, and, if applicable, adjudication of a
   Counterclaim, in accordance with the Claims Procedures
   Order.

B. Extension of Time Periods

   Upon mutual written consent, the parties may extend any time
   period provided in these Procedures prior to the Debtors'
   filing of the Claim File with the Bankruptcy Court.

                     Estimation Hearing

A. Hearing

   Unless otherwise ordered by the Bankruptcy Court, an
   Estimation Hearing will be held 135 days after service of the
   Estimation Objection, or as soon thereafter as a regularly
   scheduled omnibus hearing may occur.

B. Oral Argument

   Subject to the Bankruptcy Court's discretion to increase or
   decrease the hearing time, each party will have 15 minutes to
   explain its position to the Bankruptcy Court.

C. Evidentiary and Legal Record

   The evidentiary and legal record will be confined to the
   Claim File and any Discovered Evidence; provided, however,
   that the Bankruptcy Court may allow or require additions to
   the record when deemed necessary or appropriate.

D. Resolution

   Upon the Bankruptcy Court's review of the evidentiary
   submissions and oral argument at the Estimation Hearing, the
   Bankruptcy Court will estimate the relevant Claims and
   adjudicate Counterclaims for all purposes under the
   Bankruptcy Code, provided that no party's right to
   reconsideration under Section 502(j) will be impaired.  These
   Procedures will not have any preclusive or collateral effect
   on third party litigation.  Nothing in these Procedures will
   be construed to limit either the Debtors' or a Claimant's
   valid right of setoff to the extent available under state law
   as preserved under Section 553 of the Bankruptcy Code, or a
   Claimant's valid right of recoupment under non-bankruptcy law.
   Pursuant to Section 502(d) of the Bankruptcy Code, any Claim
   of a Claimant from which property is recoverable under
   Section 542, 543, 550, or 553 or that is a transferee of a
   transfer avoidable under Section 522(f), 522(h), 544, 545,
   547, 548, or 549 of the Bankruptcy Code will be disallowed,
   unless the Claimant has paid the amount, or turned over the
   property, for which Claimant is liable under Section 522(i),
   542, 543, 550, or 553.

                     Settlement Stipulations

A. De Minimis Settlements

   If the Debtors and a Claimant agree to a compromise and
   settlement of a Claim and, in connection therewith, the
   Claimant is to be granted an allowed Claim equal to or less
   than $20,000,000, where the settlement amount constitutes
   less than 20% of the estimated total allowed Claims for the
   relevant Debtor, the Debtors will file with the Clerk of the
   Bankruptcy Court and send to BSI, as Claims Agent, a
   stipulation setting forth the agreed upon amount.  The De
   Minimis Stipulation will become effective and binding upon
   all parties-in-interest upon its filing with the Clerk and
   will not require the endorsement or approval of the
   Bankruptcy Court; provided, however, that, prior to the
   effective date of any chapter 11 plan for the Debtors, any De
   Minimis Stipulation will be served upon attorneys for the
   Creditors Committee 10 days prior to the submission to the
   Clerk of the Bankruptcy Court; and, provided further, that,
   in the event that the Creditors' Committee serves a written
   objection on the Debtors prior to the expiration of the
   10-day period, the Debtors will have the option of (y)
   withdrawing the De Minimis Stipulation and (z) treating the
   De Minimis Stipulation as a Settlement Stipulation; and,
   provided, further, that, under no circumstances will a De
   Minimis Stipulation provide for payment other than in
   accordance with the terms and conditions of a plan confirmed
   in the Debtors' Chapter 11 cases in accordance with Section
   1129 of the Bankruptcy Code.

B. Court-Approved Settlements

   If the Debtors and a Claimant agree to a compromise and
   settlement of a Claim and, in connection therewith, the
   Claimant is to be granted an allowed Claim in excess of
   $20,000,000, the Debtors will seek Bankruptcy Court
   approval of a compromise and settlement and corresponding
   stipulation and order in accordance with the terms and
   conditions of the Case Management Order on 10 days' notice.
   If no objections to the Settlement Stipulation are timely
   filed, the Debtors will submit an order approving the
   Settlement Stipulation without further notice or hearing.
   If an objection is timely interposed, the matter will be
   scheduled for hearing at the next omnibus hearing date;
   provided, however, that, under no circumstances will a
   Settlement Stipulation provide for payment other than in
   accordance with a confirmed plan in the Debtors' Chapter 11
   cases.  If the Bankruptcy Court does not approve the
   Settlement Stipulation, the Debtors, at their discretion,
   may elect to negotiate further with the Claimant or may deem
   settlement negotiations terminated and seek to estimate the
   Claim pursuant to the Claims Procedures Order.

Moreover, Judge Gonzalez determines that:

   -- the form of Statement of Claim is approved;

   -- Claims that are subject to the Mediation Order of Trading
      Cases will not be subject to the Claims Procedures at any
      time; and

   -- the Debtors will not file an Estimation Objection to Claims
      that are the subject of pending claims resolution
      proceedings. (Enron Bankruptcy News, Issue No. 100;
      Bankruptcy Creditors' Service, Inc., 215/945-7000)


EXIDE TECH: Classification & Treatment of Claims Under the Plan
---------------------------------------------------------------
This table summarizes the Classes of Claims and Equity Interests
under Exide Technologies and its debtor-affiliates' Joint
Reorganization Plan.  The projected recoveries are based on
certain assumptions contained in the valuation analysis and
subject to dilution for a Company Incentive Plan.

                   Projected
               -----------------
Class          Claims   Recovery         Treatment
-----          ------   --------         ---------
Administrative  $1.0M   Plan: 100%       Paid in full
Claims                  Chapter 7: 0%

DIP           $192.4M   Plan: 100%       Paid in full
Facility                Chapter 7: 0%

Priority        $1.4M   Plan: 100%       Paid in full
Tax Claims              Chapter 7: 0%

Other           $1.2M   Plan: 100%       Paid in full
Priority                Chapter 7: 0%
Claims
(P1 & S1)

Other           $1.2M   Plan: 100%       Paid in full
Secured                 Chapter 7: 0%
Claims
(P2 & S2)

Prepetition   $802.7M   Plan: 99.4%      * Class P3 Option A:
Credit                  Chapter 7: 2%
Facility                                 Pro Rata Share of 90% of
Claims                                   New Exide Common Stock
(P3 and S3)                              after distributions to
                                         Option B Electors

                        Plan: 35.9%      * Class P3 Option B:
                        Chapter 7: 2%
                                         Pro Rata Share of 90% of
                                         New Exide Common Stock
                                         with value of Elector's
                                         Claim set at $1 over
                                         liquidation value.

                                         Prepetition Foreign
                                         Secured Claims governed
                                         by Amended Prepetition
                                         Foreign Credit
                                         Agreement.

General       $303.8M   Plan: 16-21%     * Class P4-A
Unsecured               Chapter 7: 0%
Claims of                                Pro Rata share of Class
Exide (P4)                               P4 Distribution based
                                         on the Allowed amount of
                                         Claims

              $314.9M   Plan: 29-37%     * Class P4-B:
                        Chapter 7: 0%
                                         Pro Rata share of Class
                                         P4 Distribution
                                         allocable to Allowed
                                         Class P4-B and PC-4
                                         Claimholders will be
                                         aggregated, with Class
                                         P4-B receiving 86.67% of
                                         the aggregate amount.

              $325.8M   Plan: 4-6%       * Class P4-C:
                        Chapter 7: 0%
                                         Pro Rata share of Class
                                         P4 Distribution
                                         allocable to Allowed
                                         Class P4-B and P4-C
                                         Claimholders will be
                                         aggregated, with Class
                                         P4-C receiving 13.33% of
                                         the aggregate amount.

Equity           27.4   Plan: 0%         Cancelled, not entitled
Interests     million   Chapter 7: 0%    to receive distribution
               shares                    or retain any property

General         $35.1   Plan: 0%         Cancelled, not entitled
Unsecured               Chapter 7: 0%    to receive distribution
Claims of                                or retain any property
Subsidiary
Debtors (S4)

Class S5         N/A    Plan: 0%         Cancelled, not entitled
Equity                  Chapter 7: 0%    to receive distribution
Interests                                or retain any property

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Files Disclosure Statement & Amended Reorg. Plan
---------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) has jointly
filed with the Unsecured Creditors Committee, the Asbestos
Claimants Committee, the Future Asbestos Claimants Representative,
the Agent for the Prepetition Bank Lenders and the Equity
Committee a Disclosure Statement and an Amended Plan of
Reorganization with the U.S. Bankruptcy Court in Delaware. This
Amended Joint Plan of Reorganization has the support of High River
Limited Partnership, an entity that is affiliated with Carl Icahn.

A hearing to consider approval of the Disclosure Statement has
been scheduled for April 13 and 14, 2004. Upon its approval by the
Court, the Disclosure Statement, along with the Amended Joint Plan
of Reorganization, will be mailed to all creditors and
stockholders in order to solicit their votes to accept the Plan.

                    About Federal-Mogul

Federal-Mogul is a global supplier of automotive components, sub-
systems, modules and systems serving the world's original
equipment manufacturers and the aftermarket. The company utilizes
its engineering and materials expertise, proprietary technology,
manufacturing skill, distribution flexibility and marketing power
to deliver products, brands and services of value to its
customers. Federal-Mogul is focused on the globalization of its
teams, products and processes to bring greater opportunities for
its customers and employees, and value to its constituents.

Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs more than 45,000 people in 24
countries. On October 1, 2001, Federal-Mogul decided to separate
its asbestos liabilities from its true operating potential by
voluntarily filing for financial restructuring under Chapter 11 of
the Bankruptcy Code in the United States and Administration in the
United Kingdom. For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com/


FLEMING COMPANIES: Signs-Up Burr Pilger & Mayer as Accountants
--------------------------------------------------------------
The Fleming Debtors want to employ Burr Pilger & Mayer LLP as
accountants for their convenience store wholesale distribution
business, nunc pro tunc to December 15, 2003.

                            Services

Specifically, Burr Pilger will:

       (1) reconcile and review of account detail for
           accuracy and completeness of all major balance
           sheets;

       (2) vouch disbursements on a test basis to external
           documentation and posting to the correct general
           ledger account;

       (3) observe inventory at various dates, conduct
           test counts, and reconcile them to the perpetual
           inventory and reserve for obsolete inventory;

       (4) reconcile payroll expense for the year to federal
           tax documents, such as W-2s;

       (5) on a test basis, vouch certain employee payments for
           payroll to supporting documents such as timesheets,
           pay rate authorizations, and withholding
           authorizations; trace posting to the proper general
           ledger account;

       (6) review gross margin calculation by divisions and by
           accounting period;

       (7) review leases for proper payment of rent and rent-
           related expenses;

       (8) confirm selected accounts receivable balances with
           customers;

       (9) review adequacy of any reserves and estimates on the
           balance sheet at year's end;

      (10) review and note for completeness state, local and
           federal tax filings;

      (11) test and reconcile depreciation expenses;

      (12) review goodwill adequacy and amortization;

      (13) analyze and review sales trends by product, by
           division and by time period;

      (14) review accruals for sick time and vacation time; and

      (15) assist with fresh-start accounting and other issues
           regarding the Debtors' Chapter 11 cases.

According to Christopher J. Lhulier, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub PC in Wilmington, Delaware, the
Debtors selected Burr Pilger since each of the "Big Four"
accounting firms -- Deloitte & Touche LLP, Ernst & Young LLP,
PricewaterhouseCoopers LLP, and KPMG LLP -- are already otherwise
involved in these cases.  The Debtors' only option was to choose
a boutique accounting firm.  The firm has provided services to
the Debtors since December 15, 2003.

                           Compensation

The Debtors will compensate Burr Pilger on a progress billing.
On a quarterly basis, and upon the filing of its quarterly fee
application, Burr Pilger will reconcile its fees to actual time
incurred.  Burr Pilger's invoices for these fees will be:

              December 15, 2003              $50,000
              December 29, 2003               50,000
              January 12, 2004                50,000
              January 26, 2004                50,000
              February 8, 2004                50,000
              February 22, 2004               50,000

The balance is due when the work is completed.

At the end of January 2004, Burr Pilger has incurred a total of
$180,000 in fees.  Given Burr Pilger's boutique nature and firm
size, it is not in a position to incur fees in excess of $180,000
without receiving payment in the near future.  In this regard,
the Debtors seek the Court's authority to immediately pay the
$180,000, subject to final review in the formal fee application
process.

Stephen D. Mayer, Managing Partner at Burr Pilger's San
Francisco, California, office, informs the Court that, to save
time and estate funds, where inventory observations were required
at Fleming Convenience locations outside of northern California,
Burr Pilger "outsourced" the work to firms that were
geographically closer.  Specifically, the outsourced work was
limited to taking inventory, on-site, at the locations where the
Fleming Convenience inventory was located.  Any required analysis
related to the inventory raw data was and will continue to be
conducted entirely by Burr Pilger.  All outsourced work was
conducted under the guidance and responsibility of Burr Pilger.
In the aggregate, the anticipated total cost for the outsourced
work will not exceed $15,000.

Mr. Mayer assures the Court that neither the outside firms nor
Burr Pilger have any relationship which would preclude them from
being "professional persons" as that term is used in the
Bankruptcy Code.

At the Debtors' behest, Judge Walrath approves the Application.

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)


GADZOOKS INC: February Sales Decrease by 31.3% to $14.7 Million
---------------------------------------------------------------
Gadzooks, Inc. (OTC Pink Sheets: GADZQ) announced that sales for
the four weeks of fiscal February ended February 28, 2004
decreased 31.3 percent to $14.7 million from $21.4 million for
fiscal February 2003. Reported sales for fiscal February do not
reflect sales for 127 stores being liquidated by the Great
American Group on behalf of the Company subsequent to February 11,
2004, the day prior to the liquidation commencement. Pursuant to
the liquidation arrangement, Great American controls the proceeds
from the liquidation sales, pays most of the Company's store level
operating expenses incurred during the liquidation and guarantees
to the Company a certain recovery of the beginning retail value of
inventories in the liquidating stores. For the February period,
the Company's eighth month as a female-only concept, comparable
store sales decreased 14.2 percent. The reported comparable store
sales figure represents the results of only the 252 stores that
the Company currently intends to retain and operate. Fiscal
February 2004 sales for those 252 stores totaled $12.2 million.

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


GENERAL MEDIA: Submits First Amended Reorganization Plan
--------------------------------------------------------
General Media, Inc., the publisher of Penthouse magazine, together
with eight of its direct and indirect subsidiaries, announced the
filing of a First Amended Plan of Reorganization with the United
States Bankruptcy Court.

Under the Plan, if confirmed, holders of the Company's 15% Senior
Notes due 2004 and the Company's general unsecured creditors would
receive payment of their allowed claims in full in cash, the
Company's outstanding Class A Preferred Stock would be reinstated,
and the common stock of the reorganized Company would be issued to
Penthouse International, Inc. (OTC Bulletin Board: PHSL.OB), which
has not filed for bankruptcy protection and currently owns 99.5%
of General Media, Inc. Penthouse International, Inc. will retain
ownership of General Media, Inc. in consideration for a capital
contribution of between $38 and $50 million. This plan supercedes
a prior plan under which control of General Media and its
subsidiaries would have been transferred to its bondholders,
principally an entity affiliated with Marc Bell, formerly of
Globix Corporation.

General Media has received a commitment for $30 million of secured
exit financing extended by certain funds and accounts managed by
Post Advisory Group of Los Angeles, California. Penthouse
International, Inc. has also received a commitment from its
majority shareholder, Dr. Luis Enrique Fernando Molina G., to
provide Penthouse with such additional amount of funding as shall
be necessary to finance the full-payment plan. The previous plan
of reorganization, which was withdrawn by General Media on
Tuesday, provided that holders of the Company's Senior Notes would
exchange them for 1 million shares of common stock of the
reorganized Company, representing 100% of the new common equity,
plus up to $27 million principal amount of new notes, while
general unsecured creditors, whose claims aggregate approximately
$10-$12 million, would have shared pro rata in $2 million in cash
and $3 million principal amount of new notes. In connection with
the new Plan that pays creditors in full, the Company will enter
into an agreement pursuant to which Company founder Robert C.
Guccione will remain as publisher and editor-in- chief of
Penthouse magazine.

"The financial commitments we received to fund this new plan
represent an important vote of confidence on the part of Dr.
Molina and Post Advisory Group, which will enable the Company to
repay all the Company's debts in full and emerge as a strong and
viable enterprise for many years to come. We look forward to a
prompt and successful conclusion to the Company's chapter 11
case," commented Robert C. Guccione, Chairman and Chief Executive
Officer of General Media, Inc. and founder of Penthouse magazine.
The Company filed a voluntary Chapter 11 petition on August 12,
2003.


GENESEE: Net Assets in Liquidation Rises to $7.1MM at Jan. 2004
---------------------------------------------------------------
Genesee Corporation (OTC Bulletin Board: GENBA, GENBB) issued its
statement of net assets in liquidation and statement of changes in
net assets in liquidation as of and for the fiscal 2004 third
quarter ended January 31, 2004.

The Corporation is operating under a plan of liquidation and
dissolution that was approved by shareholders in October 2000.
Under this plan, the Corporation has divested its operating
businesses and liquidated substantially all of its other assets.
In accordance with generally accepted accounting principles, the
Corporation has adopted the liquidation basis of accounting, under
which the Corporation reports net assets in liquidation and
changes in net assets in liquidation, which are based
predominantly on management's estimates.

The Corporation reported net assets in liquidation at January 31,
2004 of $7.1 million, or $4.24 in net assets per share, compared
to net assets in liquidation at November 1, 2003 of $6.7 million,
or $3.99 in net assets per share. The primary reason for the
increase in net assets in liquidation during the third quarter is
a change in estimate of income taxes due from a liability of
$250,000 to an asset of $115,000.

At the close of business on December 31, 2003 the Corporation's
Class B Common Stock was delisted from the Nasdaq National Market
and the Corporation's stock books for its Class A and Class B
Common Stock were closed. The Corporation expects to file a
certificate of dissolution with the New York State Department of
State in the future. These actions are pursuant to the
Corporation's Plan of Liquidation and Dissolution that was adopted
by shareholders in October 2000.

While the Corporation is expecting to further reduce its
compensation and overhead costs by the end of April 2004, there
will be a further phase required to wind up its business,
necessitated by certain assets and liabilities having a longer
maturity or term. The duration of this additional phase is unknown
at this time.

The net assets in liquidation reported in this news release
reflect management's current estimates of the net realizable value
of the Corporation's assets and the settlement costs of the
Corporation's liabilities. The actual values and costs are
expected to differ from the amounts reported and could be greater
or lesser than the amounts reported.

The Corporation has a Contingent Liability Reserve Policy whereby
it maintains a cash contingency reserve equal to $2.5 million, or
approximately $1.50 per outstanding share of common stock, for
unexpected expenses of the Corporation. The amount of the reserve
may be modified in the future by the Board as deemed necessary.
The balance of this reserve remains at $2.5 million as of January
31, 2004; however, it is not classified as restricted or as a
liability in the Statement of Net Assets in Liquidation.

The Corporation has paid partial liquidating distributions
totaling $37.50 per share including $7.50 per share on March 1,
2001, $13.00 per share on November 1, 2001, $5.00 per share on May
17, 2002, $5.00 per share on August 26, 2002, $3.00 per share on
October 11, 2002, $2.50 per share on March 17, 2003, and $1.50 per
share on April 28, 2003 under the Plan of Liquidation and
Dissolution adopted by the Corporation's shareholders in October
2000.


GLOBAL CROSSING: Agrees to Settle Verizon's Admin. Expense Claim
----------------------------------------------------------------
The telephone operating companies of Verizon Communications Inc.
ask the Court to compel the Global Crossing Debtors to immediately
pay their administrative expenses pursuant to Section 503(b)(1) of
the Bankruptcy Code.

Philip D. Anker, Esq., at Wilmer, Cutler & Pickering, in New
York, relates that through its domestic telephone operating
companies, Verizon is one of the largest providers of
telecommunications services to Global Crossing.  It is also a
member of the Official Committee of Unsecured Creditors in the
Debtors' Chapter 11 cases.

Mr. Anker states that within the past months, the Debtors have
failed to pay large portions of postpetition invoices to Verizon
without justification.  As of October 31, 2003, the Debtors owed
Verizon $25,398,342 in postpetition, past-due charges.  Verizon
has been working with the Debtors for many months to try to
resolve the problem consensually, but those efforts have not
proved successful.

The Debtors have not disputed the vast majority of Verizon's
charges but they simply declined to pay them.  As of
October 31, 2003, at least $21,200,000 in Verizon charges for
postpetition services were past due, undisputed and yet unpaid.
Verizon has provided a detailed backup with respect to the
postpetition amount past due to the Debtors.  While the Debtors
have made some payments since that time, additional Verizon
charges have come due.  The net past due, undisputed amount owed
to Verizon for postpetition services has not decreased.

Mr. Anker notes that this is not the first time that the Debtors
refused to pay undisputed postpetition payables to Verizon.
Commencing in March 2003, the Debtors began a pattern of not
paying large portions of invoices.  For example, for
invoices rendered and payable in March 2003, the Debtors failed
to pay $11,000,000, and, similarly, for invoices payable in June
2003, they also failed to pay over $7,000,000.  In July, Verizon
prepared and sent the Debtors a draft motion to compel payment.
Verizon subsequently received payment in a sufficient amount that
it determined at that time not to file the motion and seek the
Court's assistance.  While the Debtors did not pay the full
amount they then owed, Verizon assumed that the Debtors would
become and remain current.

However, according to Mr. Anker, the exact opposite has proved
true.  Once they no longer faced the prospect of having to
address their defaults in the Court immediately, the Debtors
resumed their pattern of failing to pay tens of millions of
dollars in undisputed charges each month, with payments dipping
most dramatically in months at the end of calendar quarters.
Thus, beginning again in September 2003, Global Crossing began
failing to pay -- without disputing -- millions of dollars in
invoices for postpetition charges.

Mr. Anker tells the Court that the situation has become
intolerable.  Nevertheless, Verizon again sought to resolve the
issue consensually without having to trouble the Court.  Its
business representatives contacted the Debtors' business
representatives, as well as their counsel.  Verizon's counsel
provided the Debtors' counsel with a draft of their Motion to
Compel, but these repeated efforts have no longer succeeded.
Verizon again finds itself in the position that the Debtors are
refusing to pay tens of millions of dollars in postpetition
invoices without apparent reason.

Because Verizon is being compelled to provide service to the
Debtors under the various utility orders entered in these Chapter
11 cases, Verizon may soon find itself in the position of
becoming a forced, unsecured DIP lender without any appropriate
and customary protections.

Accordingly, Verizon asks the Court to compel the Debtors to make
immediate payment for unpaid, postpetition services provided
amounting to $21,200,000 -- representing currently past due,
postpetition charges.  Verizon also asks the Court to direct the
Debtors to pay all other undisputed Verizon invoices for
postpetition services as and when due.

                       *     *     *

The Debtors objected to Verizon's request.  Thereafter, both
parties' business representatives and counsels met to discuss
Verizon's demand for payment.  Accordingly, the parties
determined to resolve Verizon's request on the terms set forth in
a Court-approved agreement.

The salient terms of the Agreement are:

    GX Payments on Account of Verizon Claimed Past-Due Amounts

   (A) Payments Already Made

       Global Crossing represented that, between December 1 & 9,
       2003, it had sent checks totaling $4,500,000 to Verizon
       in partial payment of the Verizon Claimed Past-Due Amount,
       in addition to payments made to Verizon during this same
       period for charges that came due after November 30, 2003,
       and that are not included in the Verizon Claimed Past-Due
       Amount.  To the extent that the Payments Already Made in
       respect of the Verizon Claimed Past-Due Amount are greater
       or less than $4,500,000, Global Crossing increases or
       decreases the amount of its payment due on December 17,
       2003, by the amount of such difference.

   (B) Installment Payments

       In addition to payments made in December 2003 for invoices
       that came due in that month, on account of the Verizon
       Claimed Past-Due Amount, Global Crossing has made these
       payments to Verizon by the dates specified:

       -- December 17, 2003: $5,000,000;

       -- December 31, 2003: $2,500,000; and

       -- January 9, 2004: $2,600,000 plus all remaining unpaid
          portions of the Verizon Claimed Past-Due Amount, except
          for those amounts disputed by Global Crossing in
          accordance with the provisions of the Agreement.

   (C) Formerly Disputed Charges

       In respect of previously billed charges that Global
       Crossing disputed, Verizon responded to the alleged
       billing dispute by denying such dispute.  These charges,
       totaling $1,800,000, are now included in the Verizon
       Claimed Past-Due Amount:

       -- On December 17, 2003, Global Crossing paid Verizon
          $700,000;

       -- On December 22, 2003, Global Crossing paid $250,000 in
          additional charges;

       -- On January 9, 2004, Global Crossing paid $850,000 in
          IXNET charges that are included in the Claimed Past-Due
          Amount.

   (D) Missing Invoices

       On account of invoices that came due after the Petition
       Date totaling $250,000 that Global Crossing asserts it has
       not received:

       * Verizon will send additional copies of the Missing
         Invoices, totaling $100,000, to Global Crossing for the
         billing account numbers -- BANs -- with the three
         largest outstanding balances in respect of allegedly
         Missing Invoices.  Upon receipt of these invoices,
         Global Crossing will either pay the invoices in full or
         dispute those invoices in accordance with the
         requirements under the applicable tariff or agreement
         between the Parties;

       * Global Crossing will:

          (i) review the then-current charges for all other
              BANs with Missing Invoices; and

         (ii) either pay such Missing Invoices or dispute the
              Missing Invoices in accordance with the Dispute
              Procedures.

   (E) Invoices with Balance Transfer Issues

       Global Crossing will pay to Verizon $1,500,000 in respect
       of invoices included in the Verizon Claimed Past Due
       Amount that were originally included on the same BANs that
       Verizon employed before the Petition Date, but that
       Verizon has subsequently transferred to BANs created after
       the Petition Date;

       Another $400,000 in invoices included in the Verizon
       Claimed Past-Due Amount continues to appear on Prepetition
       BANs.  Verizon will transfer these charges to Postpetition
       BANs.  Global Crossing will pay such charges in full when
       the next payment is due under those Postpetition BANs for
       then-current charges payable under the same BANs.

   (F) Misapplied Payments

       Global Crossing claims that Verizon misapplied $1,100,000
       in payments to different Postpetition BANs from the
       Postpetition BANs to which Global Crossing intended the
       payment to be applied.  With respect to these Allegedly
       Misapplied Payments, Global Crossing will supply to
       Verizon either:

       -- specific detail regarding the Allegedly Misapplied
          Payments, so that the Parties may agree on the accounts
          to which to apply these payments; or

       -- a full accounting of all applicable payments Global
          Crossing has made to Verizon since July 1, 2003.

   (G) Collocation Invoices

       The Verizon Claimed Past-Due Amount includes $1,300,000 in
       invoices for collocation services and facilities.  Global
       Crossing will notify Verizon whether and to what extent it
       disputes these invoices.  To the extent that Global
       Crossing does not dispute such invoices, it will make
       payment to Verizon of the charges by December 31, 2003.
       Global Crossing acknowledges that this amount has not been
       paid, and Verizon acknowledges that Global Crossing
       notified Verizon that it disputed such invoices. To the
       extent that it disputes such invoices and Verizon
       subsequently denies the dispute, Global Crossing will make
       payment of the charges or will escalate the disputes.

   (H) Disputed Invoices

       Global Crossing has now disputed an additional $4,100,000
       in invoices included in the Verizon Claimed Past-Due
       Amount, which disputes remain outstanding.  Verizon will
       review such disputes.  To the extent that Verizon denies
       the disputes, Global Crossing will make payment of the
       invoices or will escalate the disputes.

                     Payments Going Forward

   (A) Pay or Dispute

       Global Crossing will:

       (a) remit to ensure that Verizon receives payment of, or
           dispute, each Verizon invoice dated in November 2003
           by the applicable due date for each such invoice; and

       (b) pay or dispute each Verizon invoice dated on or after
           December 1, 2003, to ensure that Verizon receives
           payment or the applicable billing dispute by the
           applicable due date of such invoice.

   (B) Method of Dispute

       Any such dispute by Global Crossing will be in writing and
       will conform to the notice and other requirements for so
       disputing an invoice set forth in the applicable tariff or
       agreement between the Parties.

   (C) Method of Payments of Invoices

       Verizon will send all such invoices for Wholesale Services
       to the proper address or addresses.  Global Crossing will
       pay all sent Verizon invoices by either wire transfer or
       by check sent to the lockbox designated by Verizon and
       appropriate remittance advice will accompany any such
       payments.  Global Crossing may, in its sole discretion,
       select either method of remittance.  Unless Verizon
       directs otherwise, Global Crossing will make no further
       payments to Verizon payment centers.  Any payments not
       paid by wire or into the lockbox will not be deemed
       timely.

   (D) Required GX Actions Upon Verizon's Denial of a Dispute

       If Verizon denies in writing a Global Crossing dispute of
       an invoice, Global Crossing will either pay the denied
       amount of the dispute or escalate the dispute within 10
       days of Verizon's denial of the dispute.  Any such
       escalation will comply with and be in accordance with the
       requirements for escalating a dispute set forth in the
       applicable agreement between the Parties, or as otherwise
       specified in the Verizon communication denying the
       dispute.

   (E) Timing of Payment

       For a period of 12 months following December 9, 2003,
       Global Crossing is required to pay each Verizon invoice
       within 21 days of the date of the Verizon invoice.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts. (Global Crossing Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GLOBAL MEDICAL: Inks "Agreement to Dividend Stock" with JWG
-----------------------------------------------------------
On January 31, 2004, Global Medical Products Holdings, Inc.
entered into an "Agreement to Dividend Stock" with JWG
Enterprises, Inc., whereby Global Medical Products Holdings, Inc.
will receive 20 percent of the equity of GlobeLink Capital, Inc.
(formerly  GlobeLinkCapital.Com, Inc.) in the form of a stock
dividend. Global Medical Products Holdings, Inc. will in turn pass
50 per cent of the dividend through to its shareholders.

GlobeLink Capital, Inc. is a joint venture Nevada corporation
presently with principle investors - JWG Enterprises, Inc., Alie
Chang and Felizian Paul. Matt Fong of Strategic Advisory Group
(and former Treasurer of the State of California) has accepted an
offer to be an advisor to GlobeLink Capital, Inc. and has accepted
a shareholder position in GlobeLink Capital, Inc.

On January 16, 2004 Beijing Guo Xin Well-tel Technology Co., Ltd.,
as a Division of the Ministry of Information Industry of The
People's Republic of China, entered into an exclusive agreement
with EarthNetMedia, Inc. and its affiliate, The Emco/Hanover
Group. This agreement provides for the development of certain
Chinese companies that are in need of funding and market outlets
outside of China. EarthNetMedia, Inc. and The Emco/Hanover Group,
through JWG Enterprises, Inc., have assigned all of their
respective rights to the agreement
to GlobeLink Capital, Inc.

It is the intention of the parties to also dividend certain
securities of GlobeLink Capital, Inc. to Global Medical Products
Holdings, Inc.

On January 16, 2004, EarthNetMedia, Inc. signed a "Letter of
Intention for Co-operation" with Hangzhou Trunkingcom Science
Technologies Co. Ltd., Hangzhou City, China, and Bejing Guo Xin
Well-tel Technology Co., Ltd. - A Division of The Ministry of
Information Industry, People's Republic of China, Beijing, China.
This agreement states that EarthNetMedia, Inc. will use best
efforts to obtain funds and will work with the other parties to
the agreement in
research, development and manufacturing. EarthNetMedia, Inc. has
assigned this agreement to GlobeLink Capital, Inc.

Redwood Securities Group, Inc. has received from Global Medical
Products Holdings, Inc. a Letter of Instruction, requesting
certain information required under Section 12-G of The Securities
Act of 1934. Upon receipt of such information and its filing with
the Securities and Exchange Commission, Global will then set a
record date for the payment of a dividend of certain shares of
Redwood Securities Group, Inc. to shareholders of Global Medical
Products Holdings, Inc.

Redwood Securities Group, Inc. has now officially opened its City
of Industry (Los Angeles), California office.

Global Medical's June 30, 2003 balance sheet shows a total
stockholders' deficit of $310,128.


HAWAIIAN: Trustee & Creditors Propose New Bidding Process
---------------------------------------------------------
Hawaiian Airlines Trustee Joshua Gotbaum and its Official
Committee of Unsecured Creditors asked the bankruptcy court to
approve a new, competitive process to solicit potential investors
in the airline.

Gotbaum and the Committee believe that, to get top dollar for
Hawaiian, there needs to be open competition, and the process they
are proposing would provide it.

"Hawaiian Airlines is not only one of the nation's best airlines,
it's also one of the most profitable," said Gotbaum. "We've
received plenty of calls from interested investors, and the way to
get the best deal for Hawaiian is to let them compete for it."

Gotbaum noted that three proposals had already been filed, and
that the new joint process would make it easier for others to come
forward. Under the process, qualified investors would be required
to make formal proposals in May. The Trustee and Committee would
then evaluate them and propose the best one to the bankruptcy
court.

Hawaiian's Official Committee of Unsecured Creditors decided the
joint proposal was in the best interest of unsecured creditors and
the estate.

A Committee spokesperson said, "In order to ensure the continued
viability of Hawaiian and maximize the recovery to unsecured
creditors, there needs to be a level playing field for all
potential investors. The procedures presented in the joint
proposal will provide the stepping stone for the exit from
bankruptcy and the future success of Hawaiian."

The joint Trustee/Committee proposal will be heard in bankruptcy
court on April 1. Under the proposed schedule, Hawaiian Airlines
could exit from Chapter 11 by end of summer.

Based on its as-yet unaudited financial results, Hawaiian finished
2003 with nine straight months of operating profits, generating
$78 million in operating profits on $705 million of revenues.
Hawaiian's audit may result in adjustments to its accounts, so
Hawaiian's final financial results for 2003, expected by mid-
March, may vary.

In addition, Hawaiian has achieved the nation's best on-time
performance for the past three months since it began reporting its
results to the U.S. Department of Transportation.

The process schedule proposed by the Trustee and Committee is as
follows (subject to change depending on the bankruptcy court's
availability):


March/April     Potential investors sign confidentiality
                agreements and are given information about
                Hawaiian's operations and finances.

April 21, 2004  Potential investors submit written "expressions of
                interest," non-binding proposals concerning how
                they value the company and what investment they
                might make in exchange for a particular percentage
                of the company's stock. The Trustee and Committee
                focus on the best proposals and continue to
                provide information to improve them.

May 12, 2004    Deadline to submit binding written proposals to
                the Trustee and Committee. The Trustee and
                Committee will then meet with potential investors
                to determine the best proposal. They may decide to
                permit a final round of bids.

May 20, 2004    By this date, the Trustee and Committee will
                select the proposal they jointly determine to be
                in the best interests of Hawaiian and creditors
                and propose it to the bankruptcy court.

May 25, 2004    Bankruptcy court hearing to confirm selection of
                the winning bidder.

May 31, 2004    After court approval of the winning proposal, the
                Trustee, Committee, and winning investor will file
                an amended plan of reorganization and amended
                disclosure statement incorporating that proposal.

June 25, 2004   Bankruptcy court hearing on disclosure statement.

August 10, 2004 Bankruptcy court hearing on confirmation of plan
                of reorganization.

End of summer   Hawaiian Airlines exits Chapter 11.

The Committee is comprised of representatives from Air Line Pilots
Association, International; Association of Flight Attendants;
Aviation Insurance Services of Nevada; International Association
of Machinists and Aerospace Workers, AFL-CIO; Panda Travel; Pratt
& Whitney; and Starr Seigle Communications, Inc.

Brett H. Miller of Otterbourg, Steindler, Houston & Rosen, P.C.,
in New York is lead counsel to the Committee.

                   About Hawaiian Airlines

Hawaiian Airlines, the nation's number one on-time carrier, is
recognized as one of the best airlines in America. Business
travelers recently surveyed by Conde Nast Traveler rated Hawaiian
Airlines as having the best in-flight service and meals of any
U.S. carrier. Hawaiian was recently ranked fourth best in the
nation overall by Travel + Leisure.

Celebrating its 75th year of continuous service, Hawaiian Airlines
is Hawaii's biggest and longest-serving airline, and the second
largest provider of passenger air service between Hawaii and the
mainland U.S. Hawaiian offers nonstop service to Hawaii from more
mainland U.S. gateways than any other airline. Hawaiian also
provides approximately 100 daily jet flights among the Hawaiian
Islands, as well as service to American Samoa and Tahiti.

Hawaiian Airlines, Inc. is a subsidiary of Hawaiian Holdings, Inc.
(AMEX and PCX: HA). Since the appointment of a bankruptcy trustee
on May 16, 2003, Hawaiian Holdings has had no involvement in the
management of Hawaiian Airlines and has had limited access to
information concerning the airline.

Additional information on Hawaiian Airlines is available at
http://www.HawaiianAir.com/


HELLO NETWORK: Brings-In Finkel Goldstein as Bankruptcy Counsel
---------------------------------------------------------------
Hello Network.com, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to retain Finkel
Goldstein Berzow Rosenbloom & Nash, LLP as its bankruptcy
attorneys.

The Debtor relates that it selected Finkel Goldstein because the
firm has a considerable experience in bankruptcy matters and is
qualified to represent the Debtor in bankruptcy proceeding.

Finkel Goldstein will:

   a. provide the Debtor with necessary legal advice in
      connection with the operation and sale of its business or
      assets daring the Chapter 11 proceeding;

   b. represent the Debtor in all court proceedings and
      proceedings before the United States Trustee;

   c. prepare on behalf of the Debtor all necessary petitions,
      orders, applications, motions, reports and other legal
      papers and plan documents;

   d. negotiate a sale of all operating assets and intellectual
      property;

   e. perform all other legal services for the Debtor which may
      be necessary herein.

Kevin J. Nash, Esq., a partner of Finkel Goldstein will bear the
primary responsibility in this engagement.  Mr. Nash reports that
the firm has received a $15,000 retainer from the Debtor.  Mr.
Nash however, did not disclose the firm's standard hourly rates.

Headquartered in New York, New York, Hello Network.com, Inc. --
http://www.hellonetwork.com/-- is the leading developer of the
first Java-based end-to-end Streaming Media Platform that delivers
both live and on-demand video, audio and data to any Java-enabled
device without reliance on embedded chipsets or native
implementations in the wireless arena and without the use of plug-
ins, downloads or player installations in wired environments.  The
company filed for chapter 11 protection on February 23, 2004
(Bankr. S.D.N.Y. Case No. 04-11134).  Kevin J. Nash, Esq., at
Finkel Goldstein Berzow Rosenbloom & Nash, LLP represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed $291,906 in total assets
and $30,530,741 in total debts.


HOLLINGER INTERNATIONAL: Lauds Final Delaware Chancery Court Order
------------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) said that Vice Chancellor
Leo E. Strine, Jr. entered the final Order and Judgment from the
Delaware Chancery Court in the recently concluded trial involving
the Company, Conrad M. Black and Hollinger Inc.  Hollinger
International said that the Order and Judgment allows it to pursue
the Strategic Process without interruption and to evaluate all
potential alternatives to maximize value for all of its
shareholders.

Hollinger International noted that the objective of the Process
for which it has retained Lazard continues to be the same as the
day it was announced in November: to evaluate a wide variety of
options and determine the impact of these alternatives on the
Company's shareholders.

The Company said that it was pleased with the preliminary interest
displayed in its properties.  Now, with major impediments to the
Process removed by the Order and Judgment, the Company is moving
forward actively with the Process. Lazard invited offers for all
of Hollinger International, as well as offers for each of the
Telegraph Group, the Chicago Group, the Jerusalem Post and the
Canadian Group. In response to inquiries on this matter, the
Company stated that it welcomes the Barclay brothers to
participate in the Process.

The Company also said that, in accordance with the Order and
Judgment and as a condition to the effectiveness of the injunctive
relief granted, it will offer to provide a loan to HLG for $7.4
million plus certain costs and expenses to enable HLG to make the
payment of interest due on March 1, 2004 on its Senior Notes, for
which there is a 30-day grace period for payment. If made, the
loan from the Company to HLG will bear an annual interest rate
2.5% less than the rate of HLG's Senior Notes, will mature on
September 30, 2004, and will be secured by a first priority lien
on unencumbered Class A shares of Hollinger International Inc.
that are owned by HLG having a market value of at least 200% of
the amount of the loan. Additionally, the loan would require HLG
to pay reasonable costs and expenses, and to fund a secured
reserve account to cover interest payments on the loan. The
Company will also offer, as an alternative to the loan, to
guarantee a similar loan made by a financial institution to HLG,
which should provide HLG more flexibility to work within its
existing debt restrictions.

According to the Order and Judgment, the Company's obligation to
make such a loan or guarantee offer is conditioned on HLG taking
prompt steps to require Mr. Black, David Radler and Ravelston
Corporation Ltd. to repay their obligation to HLG.

Hollinger International Inc. may also seek relief from the  Court
to withhold sufficient funds from any transaction arising out of
the Process to repay or assure satisfaction of any outstanding
obligations in respect of the loan made or guaranteed by the
Company.

Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

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


HOTEL NET INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hotel Net Inc.
        aka Brunners Inn & Suites
        2927 East Verbena Drive
        Phoenix, Arizona 85048

Bankruptcy Case No.: 04-02875

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: February 24, 2004

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Allan D. Newdelman, Esq.
                  Allan D. Newdelman PC
                  80 East Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: 602-264-4550
                  Fax: 602-277-0144

Total Assets: $5,572,690

Total Debts:  $4,531,730

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      940 & 941 Taxes           $190,000
                              for 2003 and 2004

Board of Equalization         $20,000 Certificate        $49,200
                              of deposit in favor
                              of board of
                              equalization as
                              security deposit for
                              sales taxes (balance
                              owed)

SBC Payment Center            Vendor                     $45,177

Everest Construction Inc.     Construction repairs       $41,155

State of California Edd       2003 and 2004 Payroll      $35,816
                              Tax Liability

Board of Equalization         Unsecured portion          $29,200
                              (after cd) for 2003
                              and 2004 sales taxes

Financial Credit Network      Vendor                     $29,169

Imperial Irrigation District  Services #6965,            $17,300
                              6967, 6969 & 6970

State Compensation Fund       2003 and 2004              $13,114
                              Worker's compensation
                              Tax Liability

Imperial Valley Press         Vendor                     $10,960

Qwest Interprise              Vendor                     $10,173

Winstar Communications        Vendor                      $9,524

Home Depot Credit Services    Vendor                      $6,523

Qwest Business Services       Vendor                      $5,864

Q-96                          Vendor                      $4,727

MCI                           Vendor                      $3,951

Qwest                         Vendor                      $3,940

SBC Smart Yellow Pages        Vendor                      $4,503

Smith-Kandal Insurance        Vendor                      $4,361

US Food Services              Vendor                      $3,975


IMPAC SAC: Fitch Takes Rating Actions on Series 1999-2 Notes
------------------------------------------------------------
Fitch Ratings has upgraded one, affirmed three classes and
downgraded two classes from Impac SAC mortgage pass-through
certificates, series 1999-2, as follows:

        --Class A affirmed at 'AAA';
        --Class M-1 upgraded to 'AA+' from 'AA';
        --Class M-2 affirmed at 'A';
        --Class M-3 affirmed at 'BBB';
        --Class B-1 downgraded to 'CCC' from 'B-';
        --Class B-2 downgraded to 'D' from 'C'.

The downgrade of classes B1 and B-2 are taken due to the level of
losses incurred, future loss expectations and the high
delinquencies in relation to the applicable credit support levels
as of the February 2004 distribution date. In addition, class B-1
was downgraded to 'CCC' because subsequent recoveries were used to
increase the class B-2 certificate balance to which realized
losses had been allocated.

The upgrade and affirmations on the senior classes reflect credit
enhancement consistent with future loss expectations.


INDUSTRIAL PARTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Industrial Parts Depot Inc.
        23231 South Normandie
        Torrance, California 90501

Bankruptcy Case No.: 04-12620

Type of Business: The Debtor is a global manufacturing and
                  distribution company that owns and operates all
                  the equipment necessary for providing high
                  quality components, products and services, for
                  heavy duty equipment.   See
                  http://www.ipdparts.com/

Chapter 11 Petition Date: February 6, 2004

Court: Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Lawrence Peitzman, Esq.
                  Peitzman, Glassman & Weg LLP
                  1801 Avenue of the Stars, Suite 1225
                  Los Angeles, CA 90067
                  Tel: 310-552-3101

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Condumex Incorporated         Trade                     $304,414
P.O. Box 911520
Dallas, TX 75391-1520

Oregon Steel Mills            Trade                     $274,553
P.O. Box 952406
St. Louis, MO 63195

Federal Mogul Corp.           Trade                     $196,800

Eaton Corporation             Trade                     $166,759

Interface Solutions, Inc.     Trade                     $161,694

Quaker City Castings          Trade                     $151,890

Burgess-Norton                Trade                     $139,802

Ipsco Sales Inc.              Trade                     $125,644

Daido Metal Sales Co., Inc.   Trade                      $94,561

Defiance Precision Prod.      Trade                      $90,192

Custom Alloy Scrap Sales      Trade                      $86,582

Deloitte & Touche LLP         Trade                      $76,002

Chin Teng Mach Co.            Trade                      $61,691

Gallo, Oscar                  Former employee            $59,062

Miba Gleitlager               Trade                      $58,269

GH Hensley Industries         Trade                      $50,841

Ira Svendsgaard & Assoc.      Trade                      $48,078

Federal Mogul Friedberg G     Trade                      $47,597

Hal E. Brown                  Former employee            $46,042

Ray Ebbs                      Former employee            $45,208


INTEGRATED ELECTRICAL: S&P Rates Senior Secured Bank Loan at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
secured bank loan rating and recovery rating of '2' to the $175
million senior secured credit facility of Integrated Electrical
Services Inc. (BB/Stable/--), indicating the strong likelihood of
substantial (greater than 80%) recovery of principal by senior
lenders in the event of a default.

At the same time, Standard & Poor's withdrew its rating on the
company's $125 million senior secured facility and affirmed its
other ratings on the Houston, Texas-based electrical contracting
services provider. Pro forma for the transaction, IES had $253
million of total debt (including present value of operating
leases) outstanding as of Dec. 31, 2003. The outlook is stable.

The senior secured credit facility consists of a $50 million term
loan and a $125 million revolving credit facility, which replaces
IES' existing senior secured credit facility. IES used the
proceeds from the $50 million term loan in addition to cash to
call $75 million of its 9-3/8% $150 million senior subordinated
notes. The senior secured credit facility, which matures in 2008,
is secured by substantially all property and tangible and
intangible assets and all outstanding capital stock of the
company's subsidiaries.

"Leading market positions, a highly variable cost structure, and
the expectation that the company's internal growth strategy will
lead to improved operational execution limit downside risk," said
Standard & Poor's credit analyst Heather Henyon. "Cyclical end-
markets, meaningful geographic concentrations, and a somewhat
leveraged capital structure constrain upside ratings potential."

The company has stated its goal of reducing total balance-sheet
debt to less than $200 million, from about $248 million in 2003.
Currently, balance sheet debt is $223 million. As a result, in the
intermediate term, credit protection measures should strengthen as
market conditions improve, with funds from operations to total
debt averaging in the 20% area and total debt to EBITDA in the 3x-
3.5x range. Share repurchases are expected to be a secondary use
of funds and remain modest in size.


INT'L FIDELITY: S&P Drops Counterparty Rating to Speculate Grade
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on International Fidelity Insurance
Co. to 'BBpi' from 'BBBpi'.

"The rating action reflects the company's weak operating
performance and moderate product concentration, offset by its
extremely strong capitalization," said Standard & Poor's credit
analyst Tom Taillon.

Based in Newark, New Jersey, International Fidelity Insurance Co.
writes a wide range of surety bonds, including contract and
performance bonds for the construction industry, licensed and
permit bonds guaranteeing the performance of small- and medium-
sized businesses, and bail bonds. The company, which commenced
operations in 1905, is licensed to operate in all 50 states, the
District of Columbia, and Puerto Rico.

The company is rated on a stand-alone basis.


IT GROUP: Judge Walrath Okays Phillips Golman as Special Counsel
----------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code and Rule 2014
of the Federal Rules of Bankruptcy Procedure, The IT Group
Debtors sought and obtained Judge Walrath's permission to employ
Phillips, Goldman & Spence, P.A. as special counsel, nunc pro tunc
to January 14, 2004, to assist them in filing a complaint against
their controlling shareholder, The Carlyle Group, and its
affiliated entities as a result of the written demand by the
Official Committee of Unsecured Creditors.

The Debtors' lead counsel, Skadden Arps Slate Meagher & Flom LLP,
is unable to represent them in an action against Carlyle.

The Debtors will compensate the firm based on its hourly rates:

          Senior partners          $325
          Junior partners           275
          Associates                225
          Legal assistants          110 - 130

The hourly rates are subject to periodic adjustment to reflect
economic and other conditions.  Phillips Goldman will also be
reimbursed for all other expenses incurred.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com-- together with its 92 direct and
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ISTAR FINANCIAL: Fitch Assigns Stable Outlook to B-Level Ratings
----------------------------------------------------------------
Fitch Ratings affirms iStar Financial Inc.'s 'BBB-' senior
unsecured debt rating and 'BB' preferred stock rating. The Rating
Outlook is Stable.

iStar's rating strengths focus on its capitalization, solid
historic asset quality measures, and consistently improving
funding and liquidity profile. Other strengths are centered on
iStar's structuring acumen, liquidity management, and operating
cash flow. Credit statistics for the company's credit tenant lease
(CTL) and mortgage lending assets remain sound. The remaining
weighted average CTL maturity is now 9.9 years, up from 9.4 years
at year-end 2002. The last dollar loan-to-value of mortgage
lending originations also improved in 2003 to 67.5% from 68.4% in
2002.

In 2003 and year-to-date in 2004, iStar has continued to make
significant strides towards its goal of becoming a predominantly
unsecured borrower and unencumbering its balance sheet. Since
December 2003, iStar has raised approximately $1 billion net of
unsecured capital with proceeds largely used to repay secured debt
or to refinance higher cost existing unsecured obligations.

In addition, iStar announced on Mar. 2, 2004 that it was
proceeding with an additional $250 million issuance of unsecured
debt to repay secured debt. iStar also announced in its YE
financial press release that it was exploring a new unsecured
revolving credit facility to fund new assets. Currently, iStar
warehouses its new assets in a secured revolving credit facility.
All new originations going forward are expected to be funded on an
unsecured basis.

In 2003, iStar's net charge-offs were only 0.17% of average
managed assets, while delinquent assets at year-end were
approximately 0.75% of average managed assets. While this is
higher than the company's previous fiscal-year end where both
metrics were zero, they are still very low relative to others in
both the commercial finance and commercial real estate sectors.
Fitch believes that the company's attention to structuring details
such as letters of credit or deposits from weaker borrowers and
lessors, cross-collateralization of loans on multiple properties,
and focus on financing primarily key operational properties has
helped the company avoid losses.

In aggregate, iStar's efforts to unencumber its balance sheet have
meet Fitch's expectations. However, Fitch does have some concerns
regarding the composition of the unencumbered asset portfolio
relative to the encumbered asset portfolio. The unencumbered pool
has a higher concentration of hotel loans, a weaker weighted
average internal asset rating, a higher average loan-to value, and
a lower proportion of investment grade CTL's than the encumbered
pool. Management has indicated that some of the difference is
related to the transition phase that the company is in as a part
of its switch from being a secured to an unsecured borrower. Fitch
also believes that this will begin to improve as the company
unencumbers nearly $1 billion of assets over the next 6 to 9
months as well as finances new originations on an unsecured basis.

Another concern focuses on management's indication that leverage
may increase from its historic highs of 1.7 times to 1.8x into the
2.0x to 2.1x range. iStar expects to compensate for this by
improving its asset quality. In Fitch's view, by focusing new
business on higher rated CTL's and lower LTV loans, the company
may receive some capital relief. However, competitive elements may
challenge the company to achieve a material improvement in these
measures. Additional concerns focus on the company's significant
asset concentrations, wherein the top ten assets are equivalent to
approximately 57% of total equity. While iStar has demonstrated
the level of due diligence involved with committing to its larger
transactions, the concentration risk still remains.

Headquartered in New York City, iStar provides structured
financing and corporate leasing of high quality commercial real
estate nationwide. iStar leverages its expertise in real estate,
capital markets, and corporate finance to serve corporations with
sophisticated financing requirements. As of Dec. 31, 2003, loans
and other lending investments totaled $3.7 billion and real estate
subject to credit tenant leases totaled $2.5 billion.


JAYS FOODS: Willis Stein to Acquire Company Out of Bankruptcy
-------------------------------------------------------------
Willis Stein & Partners, a Chicago-based private equity firm, has
signed an Asset Purchase Agreement to acquire the assets of Jays
Foods LLC, a leading Chicago-based snack food manufacturer.
Willis Stein expects to close the acquisition by mid to late
April.

Subject to higher and better offers in Jay's bankruptcy
proceedings assigned before Judge Goldgar in Chicago, Willis
Stein's offering $26 million to acquire the company.

Jays, which is headquartered in Chicago, is well known for its
flagship brand, Jays Potato Chips, a top selling potato chip in
Chicago, as well as its popular slogan, "Can't stop eating 'em."
Jays produces other popular brands such as Krunchers Potato Chips
and O-Ke-Doke popcorn, and markets pretzels, tortilla chips and
other products under the Company's flagship Jays trademark.

The agreement comes at a critical juncture for Jays, whose
financial condition has been challenged and filed for bankruptcy
protection under chapter 11 of the U.S. Bankruptcy Code to effect
a Section 363 sale of its assets.

Willis Stein has announced its intention to keep the Jays Chicago-
based plant open and grow the business under a broader,
experienced management team led by food industry veteran, Tim
Healy. Healy has held senior executive positions at General Foods,
H.J. Heinz, Nutrasweet and Frito Lay, and led the successful
turnaround of Select Beverages, the third largest independent DSD
franchise soft drink bottler in the US, a situation where he and
his management team served the same Midwest market and the same
retail customers as Jays serves today.

Tim Healy, who will become Jays Chairman, said, "We are committed
to Jays' consumer customers, retailers and employees, who have
built Jays into an icon brand that we want to perpetuate. We
intend to create an exciting, new regional snack food company by
investing in the manufacturing facility, improving Jays'
distribution system, developing innovative new products, and
acting as a flexible, responsive partner to our retail trade
customers." Based on the capital infusion and turnaround strategy,
Jays expects to quickly exit bankruptcy.

According to Healy, the new Jays organization will play a key role
in Willis Stein's broader snack food initiative, which he will
lead as Chairman and CEO. On February 27, 2004, Willis Stein
closed on its acquisition of Lincoln Snacks, whose popular brands
include POPPYCOCK(R), JUST THE NUTS(R), FIDDLE FADDLE(R), and
SCREAMING YELLOW ZONKERS(R).

"We are thrilled to maintain Chicago as the home of the popular
Jays brand at a time when so many other brands have departed,"
said Avy Stein, Managing Partner of Willis Stein. "After all, we
can't stop eating 'em."

Over the last two years, Chicago has suffered the loss of many
longstanding, flagship brands including Fannie May, Frango Mint,
Brachs Candies, among others.

                    About Jays Foods LLC

Jays Food is a full-line snack company that manufactures, markets
and distributes its products to seven Midwest states. Its flagship
brand, Jays, is a top-selling potato chip brand in Chicago, with
twenty different varieties. The company also produces and
distributes the Krunchers potato chip and O-Ke-Doke popcorn
brands.

                About Willis Stein & Partners

Willis Stein & Partners is a leading private equity firm that
focuses on investments in profitable, well-managed, and growing
businesses in the consumer products and services, media, business
services, manufacturing, health care and telecommunications
industries.

The principals of Willis Stein have made investments in 45
companies and currently manage approximately $3 billion of equity
capital. For more information, visit http://www.willisstein.com/


JAYS FOODS LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jays Foods, L.L.C.
        825 East 99th Street
        Chicago, Illinois 60628

Bankruptcy Case No.: 04-08681

Type of Business: The Debtor manufactures and distributes a full
                  line of snacks including its signature Jays
                  Potato Chips, O-KE-DOKE popcorns, Krunchers!
                  Potato Chips, and a line of Hot Stuff snacks.

Chapter 11 Petition Date: March 5, 2004

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsels: David Missner, Esq.
                   Marc I. Fenton, Esq.
                   Thomas Zwartz, Esq.
                   Piper Rudnick LLP
                   203 North Lasalle Suite 1800
                   Chicago, Illinois 60601
                   Tel: 312-368-4000


MADISON RIVER: Reports $14.7 Million Net Loss for 2004
------------------------------------------------------
Madison River Communications (MADRIV) announced its financial and
operating results for the fourth quarter and the year ended
December 31, 2003.

     2003 Fourth Quarter Financial and Operating Results

For the fourth quarter ended December 31, 2003, the Company
reported revenues of $48.8 million, an increase of $2.2 million,
or 4.8%, over revenues of $46.6 million in the fourth quarter
ended December 31, 2002. Local service revenues increased $1.2
million, or 3.4%, in the fourth quarter of 2003 compared to the
fourth quarter of 2002. The increase is attributed to higher
penetration of local services and an increase in network access
revenues related to certain cost study adjustments in the
Company's RLEC operations. In addition, in the fourth quarter of
2003, long distance revenues increased $0.3 million and Internet
and enhanced data service revenues increased $0.8 million compared
to the fourth quarter of 2002. The increases are attributed to
increases in long distance accounts and DSL connections served.

For the fourth quarter of 2003, the Company reported operating
income of $9.1 million, a decrease of $0.7 million, or 6.8%, from
operating income of $9.8 million for the fourth quarter ended
December 31, 2002. The decrease in operating income is attributed
primarily to higher operating expenses of $2.9 million partially
offset by higher revenues of $2.2 million.

Historically, the Company's operations were organized into two
operating divisions, the Local Telecommunications Division, or
LTD, and the Integrated Communications Division, or ICD. The LTD
was responsible for the integration, operation and development of
the Company's four rural local exchange carriers ("RLECs")
acquired since January 1998. The ICD was developed as a
competitive local exchange carrier using an edge-out strategy
whereby markets were established in territories in close proximity
to the Company's RLECs. The Company no longer views the provision
of such competitive services as a separate division, but as a line
of business within its RLEC operations as the management
responsibility for these edge-out operations is within the
respective RLECs. The Company's RLEC operations, which include the
LTD, represent the operations of the four RLECS providing a
variety of telecommunications services, including local and long
distance voice services, high-speed data and Internet access to
business and residential customers predominantly in the Southeast
and Midwest regions of the United States. Included within the RLEC
operations are the edge-out services, or EOS, that are similar to
those provided by the ICD. Accordingly, in the following
discussion of the Company's operations, the historical LTD
operations are referred to as the RLEC operations and the
historical ICD operations as edge-out services. For financial
reporting purposes, the Company intends to continue reporting
segment results for the RLEC operations and the edge-out services.

Operating expenses in the fourth quarter of 2003 were $39.7
million, an increase of $2.9 million, or 7.9%, over operating
expenses of $36.8 million in the fourth quarter of 2002. The
increase is attributed primarily to higher short-term incentive
accruals of $2.8 million in the fourth quarter of 2003 compared to
the same period in 2002. In addition, during the fourth quarter of
2003, the Company accrued a one-time charge of $1.1 million for
potential sales tax liabilities that may be retroactively imposed
on the RLECs. Finally, in the fourth quarter of 2003, the Company
recognized $0.6 million in expenses for DSL modems used in the
RLEC operations. Prior to the third quarter of 2003, under the
Company's accounting policies, the cost of DSL modems were
capitalized. However, beginning in the third quarter of 2003, the
Company began expensing DSL modems as their cost fell below the
threshold for capitalization. Partially offsetting these factors
is a benefit of $0.3 million for adjustments made to restructuring
accruals in the fourth quarter of 2003 to recognize differences
between actual results and the original estimate of restructuring
expenses properly recorded in accordance with Emerging Issues Task
Force Issue 94-3 ("EITF 94-3"). In addition, the Company recorded
$0.5 million less in long-term incentive plan expenses in the
fourth quarter of 2003 compared to the fourth quarter of 2002.

Adjusted Operating Income (Loss) (1), previously referred to as
"Adjusted EBITDA", is operating income (loss) before depreciation,
amortization and non-cash long-term incentive plan expenses.
Please refer to Footnote 1 - "Non-GAAP Financial Measures" for a
reconciliation of Adjusted Operating Income to net income (loss).
For the fourth quarter ended December 31, 2003, the Company
reported Adjusted Operating Income of $23.2 million, computed by
taking operating income of $9.1 million and adding back
depreciation and amortization expenses of $12.7 million and long-
term incentive plan expenses of $1.4 million. Adjusted Operating
Income in the fourth quarter of 2003 decreased $1.2 million, or
4.8%, from the $24.4 million in Adjusted Operating Income reported
in the fourth quarter of 2002. Included in the Adjusted Operating
Income of $23.2 million is the $0.3 million benefit from the
adjustments made to the restructuring accrual.

In the fourth quarter of 2003, the Company incurred a net loss of
$2.9 million compared to a net loss of $7.3 million in the fourth
quarter of 2002, an improvement of $4.4 million, or 60.9%. The
improvement is attributed primarily to a $1.9 million income tax
benefit in the fourth quarter of 2003 compared to $1.7 million in
income tax expense in the fourth quarter of 2002, a net change of
$3.6 million. The income tax benefit in the fourth quarter of 2003
is attributed to the favorable impact from a $2.7 million income
tax refund recognized by the Company that offset income tax
expense whereas no comparable benefit was recognized in the fourth
quarter of 2002. In addition, other income increased $1.2 million
in the fourth quarter of 2003 to $1.6 million from $0.4 million in
the fourth quarter of 2002 primarily as a result of $1.0 million
in higher accruals for Rural Telephone Bank dividends and Rural
Telephone Finance Cooperative patronage capital allocations.

In the fourth quarter of 2003, operating income for the RLEC
operations was $12.2 million, a decrease of $0.9 million, or 6.7%,
from $13.1 million in the fourth quarter of 2002. The decrease is
attributed to higher operating expenses of $3.5 million partially
offset by higher revenues of $2.6 million. Operating expenses in
the RLEC operations increased in the fourth quarter of 2003
compared to the fourth quarter of 2002 as a result of higher
short-term incentive expenses of $2.5 million, the one-time
accrual for the potential sales tax liabilities of $1.1 million
and the impact of expensing DSL modems of $0.6 million. These were
partially offset by lower long-term incentive plan expenses of
$0.5 million. Operating income margin in the RLECs was 26.8% in
the fourth quarter of 2003 compared to 30.5% in the fourth quarter
of 2002.

Revenues in the RLECs were $45.5 million in the fourth quarter of
2003 compared to revenues of $42.9 million in the fourth quarter
of 2002, an increase of $2.6 million, or 6.0%. Local service
revenues increased $1.3 million due to higher penetration of local
services and network access revenues as discussed above. Internet
and enhanced data revenues increased $0.8 million and long
distance revenues increased $0.3 million as a result of more DSL
connections and long distance accounts, respectively, being in
service in the fourth quarter of 2003 compared to the same period
in 2002. On a sequential quarter basis, revenues in the RLECs
increased $2.5 million.

In the fourth quarter of 2003, the RLEC operations reported
Adjusted Operating Income of $22.9 million and an Adjusted
Operating Income margin of 50.2%. The Adjusted Operating Income
margin (1), previously referred to as "Adjusted EBITDA Margin", is
computed by dividing the RLEC's Adjusted Operating Income of $22.9
million by the RLEC's revenues of $45.5 million. For the same
quarter of 2002, the RLEC operations reported Adjusted Operating
Income of $23.8 million and an Adjusted Operating Income margin of
55.5%. Sequentially, Adjusted Operating Income decreased $1.0
million, or 4.3%, from the third quarter of 2003. Please refer to
Footnote 1 - "Non-GAAP Financial Measures" for a reconciliation of
Adjusted Operating Income to net income (loss).

As of December 31, 2003, the RLEC operations had 210,084 voice
access and DSL connections in service or an increase of 3,408
connections, or 1.6%, from December 31, 2002. The change consisted
of an increase in DSL connections of 7,758, offset by a decrease
in voice access lines of 4,350, or 2.3%. Compared to December 31,
2002, DSL connections at December 31, 2003 increased 47.2% as each
of the RLECs showed significant increases. Much of the increase
can be attributed to the Company's "No Limits" package, a bundle
of voice and data services, including DSL, offered by the Company
for a flat monthly charge subject to signing a one-year contract.
As of December 31, 2003, our penetration rate for DSL as a
percentage of residential access lines less second lines was 20.5%
compared to 13.6% at December 31, 2002.

At December 31, 2003, our RLECs had 185,903 voice access lines in
service compared to 190,253 voice access lines in service at
December 31, 2002. Approximately 53.9% of the decrease of 4,350
voice access lines during 2003 is attributed to the removal of
2,344 second lines. Much of the decrease in second lines is
attributed to the increasing DSL connections as second lines are
being replaced with the Company's DSL service. In addition,
excluding the impact of second lines that were removed, our
Illinois operations had a decrease of 2,496 voice access lines
which accounts for over 100% of the total decrease in voice access
lines excluding second line losses. The decrease in voice access
lines in the Company's Illinois operations is attributed primarily
to the weak economic conditions in that area. In the remaining
RLECs, we had an increase in the number of voice access lines
served when the impact of second line losses is excluded.

On a sequential quarter basis, voice access and DSL connections in
the RLECs increased by 1,297 connections at December 31, 2003, or
0.6%, from September 30, 2003. The increase is attributed to an
increase in DSL connections of 2,987, or 14.1%, partially offset
by a decrease in voice access lines of 1,690, or 0.9%. The
decrease in voice access lines is attributed primarily to the
Company's Illinois operations which accounted for 64.3% of the
decrease. Of the 210,084 total connections at December 31, 2003,
approximately 126,415 are residential lines, 59,488 are business
lines and 24,181 are DSL connections. The RLEC operations had
approximately 96,586 long distance accounts for a penetration rate
of 52.0% of its voice access lines. In addition, the RLEC
operations had 23,773 dial-up Internet subscribers at December 31,
2003.

In the fourth quarter of 2003, revenues from edge-out services
were $3.3 million, a decrease of $0.4 million, or 9.1%, from
revenues of $3.7 million in the fourth quarter of 2002. The
decrease is attributed primarily to a decrease in the number of
connections served in the edge-out markets. On a sequential
quarter basis, revenues declined $0.1 million. The Company's edge-
out services incurred an operating loss of $3.1 million in the
fourth quarter of 2003, an improvement of $0.2 million, or 6.3%,
from an operating loss of $3.3 million in the same quarter of
2002. The improvement is attributed to lower operating expenses
primarily as the result of a benefit of $0.3 million for an
adjustment made to restructuring accruals. The net loss in edge-
out services was $10.0 million in the fourth quarter of 2003 and
the fourth quarter of 2002.

Adjusted Operating Income in the edge-out services for the fourth
quarter of 2003 was $0.3 million which includes the $0.3 million
benefit for the restructuring adjustment. The $0.3 million in
Adjusted Operating Income was a decrease of $0.3 million from the
$0.6 million in Adjusted Operating Income reported in the fourth
quarter of 2002. Please refer to Footnote 1 - "Non-GAAP Financial
Measures" for a reconciliation of Adjusted Operating Income to net
income (loss).

As of December 31, 2003, the edge-out services had 14,462 voice
access lines and approximately 682 high-speed connections in
service compared to 16,344 voice access lines and 705 high-speed
connections in service as of December 31, 2002. This is a decrease
of 1,882 voice access lines, or 11.5%, and 23 high-speed
connections, or 3.3%. Included in the loss of voice access lines
were over 800 lines from one customer in North Carolina as the
result of a merger.

J. Stephen Vanderwoude, Chairman and Chief Executive Officer,
commented, "We are very proud of our achievements this year. Our
operating companies provided another strong year while we were
able to amend our loan agreement with the RTFC that provided the
company with financial flexibility and liquidity."

       2003 Year-End Financial and Operating Results

For the year ended December 31, 2003, revenues were $186.4
million, an increase of $2.2 million, or 1.2%, compared to
revenues of $184.2 million in the year ended December 31, 2002.
The RLEC operations reported revenues of $172.5 million and the
edge-out services reported revenues of $13.9 million. The RLEC's
revenues in 2003 increased approximately $3.6 million over
revenues in 2002. The increase is primarily attributed to a $2.8
million increase in Internet and enhanced data service revenues
and a $1.0 million increase in long distance revenues as a result
of increases in DSL connections and long distance accounts,
respectively. In addition, miscellaneous revenues increased $1.9
million which primarily reflects the negative impact of a $1.5
million bad debt charge for pre-bankruptcy filing amounts due from
MCI WorldCom and Global Crossing in 2002 whereas no comparable bad
debt charges were recognized in 2003. These increases in revenues
were partially offset by a $2.0 million decrease in local service
revenues attributed primarily to lower network access revenues in
2003 compared to 2002. For the year ended December 31, 2003,
revenues from edge-out services decreased $1.2 million, or 8.6%,
compared to the same period in 2002. The decrease is attributed
primarily to the decrease in the number of voice access lines and
high-speed data connections served.

Operating income in 2003 was $42.5 million, an increase of $13.6
million, or 47.2%, from operating income of $28.9 million in 2002.
The increase is attributed primarily to lower cost of services and
selling, general and administrative operating expenses in 2003 in
both the RLEC operations and the edge-out services. A portion of
the lower operating expenses is attributed to a $2.7 million non-
cash gain from a pension plan curtailment in 2003 and a favorable
change of $3.4 million in restructuring accruals. In addition,
operating income in 2003 did not include a bad debt charge
comparable to the bad debt charge of $1.5 million for MCI WorldCom
and Global Crossing recorded in 2002. During the first quarter of
2003, benefits associated with the Company's non-contributory,
defined benefit pension plan were frozen. This curtailment
resulted in a one-time, non-cash net gain of $2.8 million that
reduced pension expenses by $2.7 million and reduced capital
additions by $0.1 million. The gain was recognized in the first
quarter of 2003. Although further accrual of benefits by plan
participants is frozen, the Company has a continuing obligation to
fund the plan and continues to recognize net periodic pension
expense. Approximately $2.1 million of the net gain was recognized
as a reduction of expenses in the RLEC operations and $0.6 million
as a reduction of expenses in the edge-out services. In 2002, the
Company's operating income included a restructuring charge of $2.7
million. In 2003, the Company's operating income included a
benefit of $0.7 million for adjustments made to its restructuring
accruals to recognize differences between actual results and the
original estimate of restructuring expenses properly recorded in
accordance with EITF 94-3. This change in restructuring charges
increased operating income by $3.4 million in 2003 when compared
to 2002. Partially offsetting these increases were higher
operating expenses in 2003 related to increased short-term
incentive accruals of $2.5 million, the one-time accrual for
potential sales tax liabilities of $1.1 million and DSL modem
expenses of $0.9 million.

In the RLECs, operating income in 2003 was $54.5 million compared
to $49.7 million in 2002, an increase of $4.8 million, or 9.5%.
The increase is attributed primarily to the impact of the $1.5
million bad debt charge on the prior year's results and lower cost
of services and lower selling, general and administrative
operating expenses including the $2.1 million impact of the
pension curtailment gain and $0.2 million from changes in
restructuring accruals. Partially offsetting these increases are
higher short-term incentive accruals of $2.3 million, the accrual
for potential sales tax liabilities of $1.1 million and DSL modem
expenses of $0.9 million. Operating income margin in the RLECs was
31.6% in 2003 compared to 29.5% in 2002. The edge-out services
reported an operating loss of $12.0 million in 2003 compared to an
operating loss of $20.8 million in 2002, an improvement of $8.8
million, or 42.6%. Approximately $3.2 million of the improvement
is the result of the $0.6 million benefit from adjustments to the
restructuring accrual in 2003 versus the $2.6 million in
restructuring expenses recorded in 2002. The remaining difference
is attributed primarily to lower operating expenses.

The Company reported a net loss of $14.7 million in 2003 compared
to a net loss of $39.4 million in 2002, an improvement of $24.7
million, or 62.8%. The improvement is attributed primarily to the
$13.6 million increase in operating income, a $1.3 million
decrease in interest expense as a result of lower average
outstanding balances and lower weighted average interest rates,
and a $3.4 million change in income taxes. In 2003, the Company
recognized an income tax benefit of $1.8 million, primarily
attributed to the recognition of a $2.7 million refund that offset
income tax expense, compared to income tax expense of $1.6 million
in 2002. In addition, other income improved $6.1 million in 2003
compared to 2002. The Company reported net other income of $3.6
million in 2003 compared to net other expenses of $2.5 million in
2002. During 2002, the Company recorded two significant writedowns
for declines in the value of investments deemed to be other than
temporary. These writedowns resulted in a $4.5 million loss
related to a marketable equity security investment and a $2.1
million loss related to an investment accounted for under the
equity method. No comparable writedowns were recorded in 2003. In
the RLEC operations, net income was $24.2 million in 2003 and $8.5
million in 2002. The edge-out services reported net losses of
$38.9 million and $47.9 million in 2003 and 2002, respectively.

Adjusted Operating Income improved by $15.2 million, or 17.9%, to
$100.0 million in 2003 compared to $84.8 million in 2002. The
RLECs reported Adjusted Operating Income of $96.8 million in 2003
compared to $90.5 million in 2002. Adjusted Operating Income from
the edge-out services was $3.2 million in 2003 compared to an
Adjusted Operating Loss of $5.7 million in 2002. The RLECs had an
Adjusted Operating Income margin of 56.1% for 2003 and 53.6% for
2002. Please refer to Footnote 1 - "Non-GAAP Financial Measures"
for a reconciliation of Adjusted Operating Income to net income
(loss).

As of December 31, 2003, the Company had approximately $59.1
million in liquidity consisting of $28.1 million in cash on hand
and $31.0 million that is fully available under two lines of
credit with the Rural Telephone Finance Cooperative. The lines of
credit, which together total $41.0 million, mature in March 2005
and the Company intends to negotiate the extension of these lines
of credit during 2004. Capital expenditures for 2003 were
approximately $12.2 million.

Military officials at Fort Stewart have announced that the 3rd
Infantry Division, stationed at Fort Stewart in Hinesville,
Georgia, has received orders to prepare for a full deployment by
February 2005. Coastal Utilities, Inc., an RLEC owned by Madison
River Communications, provides services to customers in Hinesville
including Fort Stewart. The Company plans to assess the impact of
the full deployment on its operations and cash flows.

In July 2003, the Company completed an amendment to its loan
agreement with the RTFC that, among other things, allows the
Company greater operating flexibility through an increase in its
liquidity. Under the terms of the amendment, the maturity of the
loan was extended by one year to 2016 with a reduction in
scheduled principal payments through 2010. The amendment also
provided for revised financial covenants including RTFC approval
of a rolling three-year capital expenditure budget and a
requirement for the Company to obtain RTFC consent for any
acquisitions or dispositions of incumbent local exchange
companies. In addition, the amendment requires annual mandatory
pre-payments of principal, beginning in 2005 utilizing 2004 fiscal
year financial results, equivalent to the Company's excess cash
flow as defined in the amendment.

During 2002, after consultation with its tax advisors, the Company
amended certain prior year income tax returns that resulted in
refunds to the Company of approximately $7.8 million. The Company
received the refunds in 2002 and properly recorded them as
deferred income tax liabilities. In the third quarter of 2003, the
Internal Revenue Service, as part of an audit, verbally notified
the Company that the Company's position would be disallowed and in
the fourth quarter, the Company received formal notice of
disallowance. The refunds impacted by this IRS notification
totaled $5.1 million. The remaining $2.7 million was recognized as
an income tax benefit in the fourth quarter of 2003. Based on
discussions with its tax advisors, the Company believes that its
position is appropriate under current tax laws and the Company
intends to defend the position taken in its amended income tax
returns. No assurance can be made at this time as to the ultimate
outcome of this matter although it could take up to two years to
resolve. In the third quarter of 2003, in accordance with
Financial Accounting Standard No. 5, the Company accrued interest
expense of $1.3 million to recognize a contingent liability
meeting the criteria for accrual related to the interest component
of this issue. The Company accrued an additional $0.1 million in
interest expense in the fourth quarter of 2003. The Company
anticipates that interest expense related to this liability will
be approximately $0.4 million annually until the issue is
resolved.

In December 2003, James Kirby tendered his resignation as a member
of the Board of Managers and Michael Cole was elected to replace
the vacated position. Mr. Cole, a nominee to the Board of Managers
by affiliates of Madison Dearborn Partners, is a director of
Madison Dearborn Partners LLC, a Chicago-based investment firm
that manages total equity capital of over $9 billion. In January
2004, Albert Dobron tendered his resignation as a member of the
Board of Managers. This vacated position is not expected to be
filled in the near term but Providence Equity Partners reserves
the right to fill this position in the future should it so desire.
In February 2004, James Ogg announced his resignation from the
Board of Managers. Richard A. May was elected to fill this
vacancy. Mr. May is the Chairman and CEO of Great Lakes REIT, a
position he has held since he co-founded the real estate
investment trust in 1992.

In December 2003, the Company's parent, Madison River Telephone
Company, LLC, amended its loan agreements with the former
shareholders of Coastal Communications, Inc. ("CCI") and is in
full compliance with the terms of the amended loan agreements. The
primary change to the loan agreements related to the amortization
schedule for the notes. As part of the agreement, in January 2004,
the Company accelerated the full payment of a $2.3 million
mortgage note payable at CCI payable to the former shareholders of
CCI that was scheduled to mature in April 2006 and bore an
interest rate of 8% per year.

The Company also announced that Paul Sunu, Chief Financial Officer
of Madison River Communications, will be presenting at the
Wachovia Fixed Income Media & Communications Conference. The
presentation will take place on April 14th in New York.

Madison River Capital, LLC operates as Madison River
Communications and is a wholly owned subsidiary of Madison River
Telephone Company, LLC. Madison River Communications operates and
enhances rural telephone companies and uses advanced technology to
provide competitive communications services in its edge-out
markets. Madison River Telephone Company, LLC is owned by
affiliates of Madison Dearborn Partners Inc., Goldman, Sachs & Co.
and Providence Equity Partners, the former shareholders of Coastal
Utilities, Inc. and members of management.

As reported in Troubled Company Reporter's May 13, 2003 edition,
Standard & Poor's Ratings Services revised the outlook on
Madison River Telephone Co. LLC (corporate credit rating 'B') and
related entities to negative from stable because of the continued
loss in access lines related to the economy, and the uncertainty
related to the full impact of Fort Stewart, Georgia's troop
deployment on that local community's access lines.


MAGELLAN: Katlin Gets Provisional Nod to Prosecute Class Action
---------------------------------------------------------------
On June 23, 1997, Harold Katlin commenced a class action suit
against David Tremoglie, Behavioral Care Associates, P.C.,
Psychresource Associates, Inc., Advantage Behavioral Systems,
Inc., Green Spring Health Services, Inc. and Keystone Health Plan
East, Inc., in the Philadelphia County Court of Common Pleas.  It
is currently on appeal to the Superior Court of Pennsylvania.
According to Jill L. Makower, Esq., at Todtman, Nachamie, Spizz &
Johns, in New York, the Class Action was brought to recover
damages sustained by Mr. Katlin as a result of the wrongful acts
and omissions of the Magellan Health Defendants.

Based on information provided by the Defendants in the Class
Action, these insurance policies provide coverage for the claims
made in the Class Action:

Insurer                          Policy No.    Coverage Amount
-------                          ----------    ---------------
Pacific Insurance Company        HMA9603379-2      $1,000,000/
                                                    3,000,000

Continental Insurance Co.        HMC9603524-2      20,000,000

Plymouth Insurance Co. Ltd.      96PLY5000         10,000,000

Plymouth Insurance Co. Ltd.      96PLY6000         15,000,000/
                                                   30,000,000

XL Insurance Co. Ltd.            XLUMB-01007       75,000,000

Steadfast Insurance Company      7920496-03        10,000,000

Steadfast Insurance Company      7920496-04        10,000,000

The Policies provide that the insolvency or bankruptcy of the
debtor, or the insolvency of its estate, will not release the
insurers from the payment of damages for injuries sustained
during the term of and within the coverage of the Policy.

The Policies further provide that in case judgment against the
debtor in an action brought to recover damages for injury
sustained during the term of the Policy will remain unsatisfied
after entry of judgment against the debtor, then an action may be
maintained against the insurer under the terms of the Policy for
the amount of the judgment, but not exceeding the amount of the
Policy coverage.  In the event that Mr. Katlin obtains judgment
against any of the Debtors in the Class Action and the judgment
remains unsatisfied, Mr. Katlin can then commence an action
against the insurer.

By this motion, Mr. Katlin asks the Court to modify the automatic
stay to permit him to continue to prosecute the Class Action
against the Debtor Defendants to:

   -- establish the Debtor Defendants' liability;

   -- enter any judgment to be awarded against the Debtor
      Defendants; and

   -- enforce any judgment against the Debtor Defendants'
      liability insurance policies.

Mr. Katlin agrees that he will be paid from the insurers to the
extent that his claim is insured, and will have an allowed
general unsecured claim to the extent the applicable insurance
Policies do not provide coverage with respect to any portion of
the insured claim.

                          *     *     *

Judge Beatty modifies the automatic stay to permit Mr. Katlin to
take all steps necessary to seek and obtain approval of and
effectuate a settlement to the extent that the Settlement seeks
recovery solely from the proceeds of the Debtors Defendants'
liability policies.

Furthermore, Mr. Katlin's request is adjourned indefinitely for
all other purposes so that, in the event that the Settlement is
not approved, the Court will hold a hearing on Mr. Katlin's
request to lift the automatic stay to permit him to continue the
Class Action against the Debtor Defendants.

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt will drop from the Company's balance
sheet and Onex Corporation will invest more than $100 million in
new equity. (Magellan Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MALAN REALTY: Sells Milwaukee Property for $2.6 Million
-------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered real
estate investment trust (REIT), has completed the sale of a
property in Milwaukee, Wisconsin.

The property, with 117,791 square feet of gross leasable area, is
located at 2701 S. Chase Avenue and contains a Chuck E. Cheese's
Restaurant. The property sold for approximately $2.6 million,
after expenses.

Malan also announced it is calling for redemption on April 14,
2004, $5.0 million of its 9.5% Convertible Subordinated Debentures
due July 15, 2004. The portion of the Debentures being called will
be redeemed at par, plus accrued but unpaid interest, and retired.
The aggregate principal balance of the Debentures is currently
$12.1 million.

"We are pleased to reduce the balance on the Debentures prior to
the redemption date later this year," said Jeffrey Lewis,
president and chief executive officer of Malan Realty Investors.
"With the size of our portfolio now below 2 million square feet,
we expect to make additional sales throughout 2004 as we complete
the liquidation."

The portion of the Debentures to be redeemed will be selected by
lot. The transfer books for the Debentures will be closed on March
15, 2004 for purposes of this selection process. The transfer
books will be reopened on the next business day. The Debentures
currently trade on the New York Stock Exchange under the CUSIP
number 561063-AA-6001.

Prior to 5:00 p.m., Eastern Time, on April 14, 2004, holders of
Debentures called for redemption may convert their Debentures into
shares of Malan common stock at a price of $17.00 per share, or
approximately 58.82 shares per $1,000 principal amount of
Debentures. Cash will be paid in lieu of fractional shares. On
March 3, 2004, the closing price of Malan common stock on the New
York Stock Exchange was $5.02 per share.

Holders of Debentures called for redemption who do not convert
their Debentures into Malan common stock will have such Debentures
redeemed on April 14, 2004. Upon redemption, they will receive
$1,023.49 per $1,000 principal amount of Notes (consisting of the
redemption price of $1,000 plus accrued and unpaid interest
thereon from January 15, 2004 up to but not including April 14,
2004 of $23.49). No further interest will accrue thereafter on
Debentures called for redemption.

A notice of redemption is being mailed to all registered holders
of the Debentures, including, where applicable, information
concerning the specific Debentures selected by lot for redemption.
Copies of the notice of redemption may be obtained from The Bank
of New York, the paying agent and conversion agent, by calling
Roxane Ellwanger at (312) 827-8574. The address of The Bank of New
York is 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602.

Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In
August 2002, the company's shareholders approved a plan of
complete liquidation. The company owns a portfolio of 25
properties located in eight states that contains an aggregate of
approximately 2.0 million square feet of gross leasable area.


MAXWORLDWIDE: Shareholder Distribution Payable on March 24
----------------------------------------------------------
MaxWorldwide, Inc. (OTC Pink Sheet: MAXW), announced that the
Board of Directors declared on February 26, 2004 a distribution of
$0.50 per share of common stock outstanding, payable on March 24,
2004 to stockholders of record as of March 15, 2004. The
distribution is being made in connection with the Plan of
Liquidation and Dissolution adopted by the company in July 2003.


MIRANT CORP: Alleges Kern Oil Violated Automatic Stay
-----------------------------------------------------
As of the Petition Date, Debtor Mirant Americas Energy Marketing
LP and Kern Oil & Refining Co. were parties to these agreements:

   * Gas Master Service Agreement dated as of February 2000;

   * Transaction Agreement dated as of February 2002; and

   * Master Monthly Netting, Close-Out Netting and Margin
     Agreement dated as of August 22, 2001.

On October 23, 2003, Jeff P. Prostok, Esq., at Forshey & Prostok
LLP, in Fort Worth, Texas, recalls that the Mirant Debtors sought
to reject the three Kern Contracts.  Kern Oil objected, asserting
that, in its judgment, the Contracts constitute "forward
contracts" as defined in Section 101(25) of the Bankruptcy Code
and "Prepetition Trading Contracts" as defined in the Final Order
regarding the Debtors' continued performance under Prepetition
Trading Contracts.  Kern Oil also stated that it had liquidated
the Contracts and would "avail[] itself of the rights and
remedies provided in the [Contracts], the Final Order and the
Bankruptcy Code."  These rights and remedies, according to Kern
Oil, include the right to set off amounts due to MAEM for natural
gas shipped after the Petition Date from amounts due to Kern Oil
under the Contracts.  Kern Oil announced that it would withhold
payments for gas sold in "September and October 2003 and any
other future amounts that may be due and owing."

On November 19, 2003, the Court allowed the Debtors to reject the
Kern Contracts while reserving the parties' rights with respect
to certain aspects of the Contracts, including the legal
characterization of the Contracts.

According to Mr. Prostok, Kern Oil failed and refused to pay MAEM
for natural gas supplied to Kern Oil in the months of September,
October and November 2003, in these amounts:

   September 2003     $294,612
   October 2003        316,565
   November 2003       466,822
                     ---------
   TOTAL            $1,077,999

On October 24, 2003, Kern Oil paid MAEM for the gas delivered in
September 2003, only to "reverse" the payment on
October 27, 2003, through Kern Oil's bank and the Automated
Clearing House system.

Accordingly, MAEM asks the Court to:

   (a) declare that Kern Oil's purported liquidation of the
       Contracts violated the automatic stay pursuant to
       Sections 362(a)(1), (3) and (6) of the Bankruptcy Code;

   (b) declare that Kern Oil's reversal of the October 23, 2003
       Payment violated the automatic stay pursuant to Section
       362(a)(3);

   (c) declare that MAEM was damaged by at least $1,077,999 due
       to Kern Oil's non-payment of the gas MAEM delivered to
       Kern Oil from September 1, 2003 through December 31,
       2003, despite numerous demands;

   (d) compel Kern Oil to pay MAEM $1,077,999, plus post-judgment
       interest; and

   (e) declare that Kern Oil's purported setoff of claims
       against MAEM violated the automatic stay pursuant to
       Section 362(a)(3).

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MITEC TELECOM: Q3 Results Conference Call Slated for Thursday
-------------------------------------------------------------
    OPEN TO:   Analysts, investors and all interested parties

    DATE:      Thursday, March 11, 2004

    TIME:      10:00 AM Eastern Time

    CALL:      514-807-8791 (for all Montreal and overseas
               participants) 1-800-814-3911 (FOR ALL OTHER NORTH
               AMERICAN CALLERS)


Please dial in 15 minutes before the conference call begins.

If you are unable to call in at this time, you may access a tape
recording of the meeting by calling 1-877-289-8525 and entering
the passcode 21041248(pound key). on your phone. This tape
recording will be available on Thursday, March 11 as of 12:00 PM
until 11:59 PM on Thursday, March 18.

Media wishing to quote an analyst should contact the analyst
personally for permission.

To first-time analysts: Please contact Maison Brison at
514-731-0000 prior to the day of the conference call.

Interested parties may also listen live at http://www.newswire.ca/
or at http://www.q1234.com/

                            *   *   *

In it's latest Form 10-Q filing, the company reported that:

                     GOING CONCERN UNCERTAINTY

Mitec Telecom's consolidated financial statements have been
prepared on a going concern basis. The going concern basis of
presentation assumes that the Corporation will continue in
operation for the foreseeable future and will be able to realize
its assets and discharge its liabilities and commitments in the
normal course of business.

There is doubt about the  appropriateness of the use of the going
concern assumption because of the Corporation's recent losses,
negative cash flows, deficiency in working capital and the
violation of a number of its Canadian debt covenants as of April
30, 2003. As such, the realization of assets and the discharge of
liabilities in the ordinary course of business are subject to
significant uncertainty. The unaudited interim consolidated
financial statements do not reflect adjustments that would be
necessary if the going concern basis was not appropriate. If the
going concern basis was not appropriate for these unaudited
interim consolidated financial statements, significant adjustments
would be necessary in the carrying value of assets and
liabilities, the reported revenues and expenses, and the balance
sheet classifications used.

In the previous fiscal year, the Corporation issued common shares
and warrants in the amount of $5,171,000, secured additional
and special credit facilities up to a maximum of $5,000,000,
commenced rationalization of a number of its operations and began
the process of disposing of non-core assets.

During the current year, the Corporation concluded the sale of
Microwave Technology Company Limited, its subsidiary in
Thailand, to the Thai management team on July 7, 2003. On
August 29, 2003, the Corporation concluded the sale of
selected assets (inventory and fixed assets) of Beve for an amount
of 37 million SEK ($6.4 million CDN) to NOTE AB. The buyer,
also assumed some capital leases. On October 9, 2003, the
Corporation raised $8,219,130 in a private placement financing
issuing 7,972,411 units (each unit comprised of 1 common share and
1/2 purchase warrant). On October 14, the Corporation concluded a
sale-leaseback transaction of the building in Pointe-Claire for
$3.3 million in cash and free rent for five years. This
transaction enabled the Corporation to draw down the last tranche
of the La Financiere loan and the special loan from CIBC.

Management's on-going plans with respect to the uncertainties are
as follows:

1. Continuing discussions with its lenders in respect to its debt
   covenants, waivers and/or modifications. Management was able
   to re-negociate the banking arrangement during the quarter and
   as of October 31, 2003, the Corporation met the bank covenants.

2. Pursuing the sale of certain of its non-core assets, primarily
   property and inventory. Management expects to realize on the
   real estate assets in Sweden and generate cash proceeds in
   excess of the related indebtedness.

3. Continuing to rationalize operations and reduce expenses.
   Management believes that with the above plans, sufficient funds
   will be generated to maintain the support of the Corporation's
   lenders and other creditors and to enable the Corporation to
   continue it's operations as a going concern. The third tranche
   from LaFinanciere ($1.25 million) and the special guaranteed
   loan ($0.4 million) are available to cover cash flow
   requirements. There can, however, be no assurance that the
   plans described above will result in sufficient funds being
   generated.

The Corporation's continuation as a going concern is dependent
upon, amongst other things: the continuing support of the
Corporation's lenders, maintaining a satisfactory sales level, the
support of its customers, the continued viability of the
Corporation's significant customers, a return to profitable
operations and the ability to generate sufficient cash from
operations, financing arrangements and new capital to meet its
obligations as they become due. These matters are dependent on a
number of items outside of the Corporation's control and there is
uncertainty about the Corporation's ability to successfully
conclude on the matters.


NATIONAL WASTE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: National Waste Services of Virginia, Inc.
        836 Postles Corner Road
        Little Creek, Delaware 19961

Bankruptcy Case No.: 04-10709

Type of Business: The Debtor collects, processes and disposes
                  solid non-hazardous waste and recycling
                  materials.  See http://www.natwaste.com/

Chapter 11 Petition Date: March 4, 2004

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: Michael Gregory Wilson, Esq.
                  Hunton & Williams
                  951 East Byrd Street
                  Richmond, VA 23219
                  Tel: 804-788-8200
                  Fax: 804-788-8218

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
Ryan Incorporated Central                    $300,000
P.O. Box 206
Janesville, Wisconsin 53547-0206

General Excavating, Inc.                     $110,000

County of Page                               $108,362

Carter Machinery Company, Inc.                $96,794

Gannett Fleming, Inc.                         $92,307

Cananwill, Inc.                               $89,709

Capital Strategies                            $60,000

Neff Equipment Sales & Lease L.L.C.           $51,745

Cedar Mountain Stone Corp                     $41,836

Emmart Oil                                    $35,653

Walsh,Colucci, Lubeley, Emrich & Terpak       $31,201

Edwin L.Huffman, Inc.                         $28,896

Brett Aggregates, Inc.                        $20,915

Town of Stanley                               $20,621

J.W. Burress, Inc.                            $20,436

John Deere Credit                             $17,009

Phoenix I Inc.                                $10,610

Southern Health Services, Inc.                 $9,242

SCS Engineers                                  $7,713

Gebhardt & Smith LLP                           $7,029


NOTIFY TECHNOLOGY: Ability to Continue as Going Concern in Doubt
----------------------------------------------------------------
Due to Notify Technology Corporation's present financial
condition, its current stage of research and development of new
product and its business plans, there is substantial doubt as
to the ability of the Company to continue as a going concern. To
date, its NotifyLink product line is only beginning to contribute
revenue and its Visual Got Mail Solution sales are highly
concentrated in one customer. The success of Notify Technology's
business operations will depend upon its ability to obtain further
financing until such time, if ever, as there is favorable market
acceptance for its new wireless software products. It is not
possible for the Company to predict with assurance the outcome of
these matters. If unable to obtain further financing and
profitable operations from its new software wireless products,
then its business will fail.

During fiscal 2001, the Company financed its operations through a
combination of existing cash balances, the sale of common stock,
the sale of preferred stock and the proceeds from the exercise of
warrants and options. During fiscal 2002 and fiscal 2003, it
financed its operations through a combination of gross margin from
sales of product and services and existing cash balances. The
Company's ability to fund its recurring losses from operations
depends upon the success of its wireline Visual Got Mail Solution
and the success in its wireless products designed for wireless e-
mail notification and wireless e-mail notification market
solutions, and raising other sources of financing. Notify
Technology believes that its existing cash balances are sufficient
to fund operations through at least June 30, 2004. However, to
fund operations beyond June 30, 2004, the Company will need to
raise additional funds or reduce its level of spending. There is
no assurance that it will be successful in acquiring or raising
these additional funds or reducing expenses sufficiently.


NUEVO ENERGY: Reports Improved Income in 4th Quarter & FY 2003
--------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) reported income from continuing
operations for the fourth quarter 2003 of $8.4 million, or $0.42
per diluted share versus $4.3 million, or $0.22 per diluted share
in the year ago period. The 95% year-to-year increase in income
from continuing operations reflects higher realized commodity
prices and lower interest expense. Net income was $8.4 million, or
$0.42 per diluted share in the fourth quarter 2003, compared to a
net loss of $11.9 million, or ($0.62) per diluted share in the
fourth quarter 2002. Net income included an insignificant loss
from discontinued operations in the fourth quarter 2003 versus a
loss of $16.2 million in the year ago period. Net cash provided by
operating activities was $35.5 million in the fourth quarter 2003
compared to $55.2 million in the same period in 2002.
Discretionary cash flow, a non-GAAP financial measure, was $33.7
million in the fourth quarter 2003 compared to $36.9 million in
the fourth quarter 2002.

For the year 2003, Nuevo reported a 61% increase in income from
continuing operations to $37.1 million, or $1.89 per diluted
share, compared to $23.1 million, or $1.30 per diluted share in
the year ago period primarily due to higher crude oil and natural
gas production and prices. Net income of $51.5 million, or $2.62
per diluted share compared to $12.3 million, or $0.69 per diluted
share in 2002. Net income included income from discontinued
operations of $5.9 million and a cumulative effect of a change in
accounting principle of $8.5 million in 2003 versus a loss from
discontinued operations of $10.8 million in 2002. Net cash
provided by operating activities increased 35% to $165.8 million
in 2003 compared to $122.7 million in 2002. Discretionary cash
flow, a non-GAAP financial measure, was $152.6 million in 2003, an
increase of 20% from $127.2 million in 2002.

"Building upon the successes achieved in 2002, the year 2003 was
another year of significant accomplishments for Nuevo," commented
Jim Payne, Chairman, President and CEO. "We achieved our top
priorities for the year of monetizing non-core assets and
significantly transforming the balance sheet while increasing oil
and gas production and maintaining a disciplined capital program."

                    2003 HIGHLIGHTS

-- Sold $132 million of non-core assets,

-- Reduced high cost debt outstanding by approximately $185
   million, and

-- Achieved 4% production growth from continuing operations with a
   relatively flat E&P capital program.

                    FOURTH QUARTER 2003

Production and Prices

Total production from continuing operations was 49.5 thousand
barrels of oil equivalent (MBOE) per day in the fourth quarter
2003, the highest quarterly level in two years, compared to 49.1
MBOE per day in the year ago period. Increased production in the
fourth quarter 2003 versus the year ago period is attributable to
increased production from the Pakenham Field in West Texas and the
Point Pedernales Field offshore California (increased working
interest), which more than offset normal field declines.
Production from discontinued operations was 4.1 MBOE per day in
the fourth quarter 2002 versus no production from discontinued
operations in the fourth quarter 2003 due to asset sales. Crude
oil production of 42.8 thousand barrels (MBbls) per day in the
fourth quarter 2003 was relatively flat with 42.5 MBbls per day in
the comparable period in 2002. The realized crude oil price
increased 8% to $19.35 per barrel in the fourth quarter 2003
versus $17.90 per barrel in the year ago period. Included in the
realized crude oil prices are hedging losses of $4.24 per barrel
in the fourth quarter 2003 and $1.56 per barrel in the comparable
period a year ago.

Nuevo's fourth quarter 2003 natural gas production was 40.0
million cubic feet (MMcf) per day compared to 39.8 MMcf per day in
the fourth quarter 2002. Nuevo's realized natural gas price
increased 55% to $3.73 per thousand cubic feet (Mcf) in the fourth
quarter 2003 compared to $2.40 per Mcf in the year ago period.
Included in the realized natural gas price is a hedging gain of
$0.14 per Mcf in the fourth quarter 2003 compared to a hedging
loss of $0.01 per Mcf in the fourth quarter 2002.

Costs and Expenses

Total costs and expenses in the fourth quarter 2003 were $65.3
million versus $58.8 million in the year ago period. Lease
operating expense (LOE) was $38.8 million in the fourth quarter
2003 compared to $29.1 million in the year ago period due to an
additional crude oil lifting in the Congo and incremental field
expenses commensurate with a higher working interest in the Point
Pedernales Field. In addition, the natural gas cost contributed
$10.3 million to LOE in the fourth quarter 2003 versus $5.6
million in the comparable period in 2002. Natural gas is used to
generate steam which in turn facilitates production of heavy oil
onshore California. DD&A declined 10% to $18.4 million in the
fourth quarter 2003 compared to $20.4 million in the year ago
period primarily due to a lower DD&A rate. DD&A averaged $4.04 per
barrel of oil equivalent (BOE) in the fourth quarter 2003 compared
to $4.52 per BOE in the year ago period. General and
administrative costs increased 47% to $8.8 million in the fourth
quarter 2003 versus $6.0 million in the same period in 2002 due to
higher employee expenses related to the attainment of bonus
targets, and costs associated with the issuance of restricted
stock in January 2003.

Interest expense declined 49% to $5.2 million in the fourth
quarter 2003 compared to $10.2 million in the year ago period due
to the redemption of $184.6 million of the 9 1/2% Notes in 2003.

                           YEAR 2003

Prices and Production

Total production from continuing operations increased 4% to 48.8
thousand barrels of oil equivalent (MBOE) per day in 2003 compared
to 46.9 MBOE per day in the year ago period. Production from our
discontinued operations was 1.3 MBOE per day in 2003 and 4.6 MBOE
per day in 2002. Oil production increased 2% to 42.4 barrels per
day compared to 41.6 barrels per day in 2002 primarily due to
increased production from the Point Pedernales Field offshore
California (increased working interest). Nuevo's realized crude
oil price increased 11% to $20.30 per barrel in 2003 from $18.21
per barrel in 2002. Included in the realized crude oil prices are
hedging losses of $2.89 per barrel in 2003 and $0.62 per barrel in
the comparable period a year ago.

Nuevo's 2003 natural gas production increased 22% to 38.5 MMcf per
day compared to 31.5 MMcf per day in 2002 due to a full year of
production in 2003 from the Pakenham Field, which more than offset
a production decline at the Pitas Point Field offshore California.
The 2003 realized natural gas price of $3.99 per Mcf increased 47%
from the realized natural gas price of $2.72 Mcf for the same
period in 2002. Included in the realized natural gas price is a
hedging loss of $0.15 per Mcf in 2003 compared to a hedging loss
of $0.01 per Mcf in 2002.

Costs and Expenses

Total costs and expenses in 2003 were $256.6 million versus $223.1
million in the year ago period. LOE was $159.8 million in 2003
compared to $133.0 million in 2002 due to the inclusion of the
Pakenham Field for the full year 2003, and incremental field
expenses commensurate with a higher working interest in the Point
Pedernales Field. In addition, the natural gas cost contributed
$45.1 million to LOE in 2003 versus $28.6 million in 2002. Total
LOE per BOE averaged $8.98 in 2003 versus $7.77 in 2002.
Exploration costs declined 53% to $2.1 million in 2003 compared to
$4.5 million in 2002 which included a $2.4 million non-cash write
off of the Anaguid permit in Tunisia. DD&A decreased 3% to $70.8
million in 2003 compared to $73.1 million in 2002 due to increased
production and a lower DD&A rate. DD&A averaged $3.98 per BOE in
2003 compared to $4.28 per BOE in the year ago period. General and
administrative expenses increased 10% to $28.5 million in 2003
compared to $25.9 million in 2002 due to higher employee expenses
related to the attainment of bonus targets, and costs associated
with the issuance of restricted stock in January 2003. The gain on
the disposition of properties was $5.8 million in 2003 and
reflects the release of funds held in escrow for properties sold
in 1999. This compares to a gain of $16.6 million in 2002 which
reflects a settlement with ExxonMobil.

Interest expense declined 21% to $29.8 million in 2003 versus
$37.9 million in 2002 due to the redemption of $184.6 million of
high cost debt in 2003. Interest expense excludes a loss on the
early extinguishment of debt of $12.6 million in 2003.

Capital Expenditures

Capital expenditures (excluding acquisitions) in the fourth
quarter 2003 were $15.6 million compared to $39.0 million in the
fourth quarter 2002. Capital expenditures (excluding acquisitions)
in 2003 were $66.7 million compared to $80.2 million in 2002.

Balance Sheet

On December 31, 2003, Nuevo adopted Financial Interpretation No.
46R, Consolidation of Variable Interest Entities, and reclassified
$115.0 million of $2.875 Term Convertible Securities, Series A
(TECONS), from mezzanine financing to long-term debt. As a result,
total debt was $355 million at December 31, 2003 versus $438.3
million at year-end 2002. Total debt at year-end 2002 excluded
$115.0 million of TECONS.

At year-end 2003, Nuevo's debt to capital ratio, as defined in our
credit agreement, declined to 38% compared to 57% at year-end
2002. The fixed charge coverage ratio improved to 5.0 times for
the four quarters ending December 31, 2003 versus 3.7 times at
year-end 2002.

During 2003, Nuevo repaid $184.6 million of high coupon debt. In
February 2004, Nuevo completed the final redemption of $75.0
million of the 9 1/2% Senior Subordinated Notes due 2008.

2003 Reserves

Nuevo's reserves were 207.9 million barrels of oil equivalent
(MMBOE) at December 31, 2003, relatively flat with reserves of
209.6 MMBOE at December 31, 2002, after deducting 39.9 MMBOE for
the sales of reserves in 2003. In 2003, Nuevo had a 91% production
replacement rate at a finding and development cost of $3.81 per
BOE. Nuevo's five-year average production replacement rate is 163%
at a finding and development cost of $4.20 per BOE.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development, exploration
and production of crude oil and natural gas. Nuevo's domestic
producing properties are located onshore and offshore California
and in West Texas. Nuevo is the largest independent producer of
crude oil and natural gas in California. The Company's
international producing property is located offshore the Republic
of Congo in West Africa. To learn more about Nuevo, please refer
to the Company's internet site at http://www.nuevoenergy.com.

As reported in the Troubled Company Reporter's February 17, 2004
edition, Fitch Ratings placed the debt ratings of Nuevo Energy on
Watch Positive following the announcement that Plains Exploration
& Production Company will acquire Nuevo. Currently, Fitch rates
Nuevo's senior subordinated debt 'B' and its trust convertible
securities 'B-'.


PACIFIC AEROSPACE: Special Shareholders' Meeting is on March 19
---------------------------------------------------------------
The Special Meeting of Shareholders of Pacific Aerospace &
Electronics, Inc., a Washington corporation will be held at the
offices of Davis Wright Tremaine LLP, located at 2600 Century
Square, 1501 Fourth Avenue, Seattle, Washington, on March 19,
2004, at 9:00 a.m. Pacific Standard Time, for the following
purposes:

       1.  To approve a 1-for-11,000 reverse stock split of the
           Company's then authorized, issued and outstanding
           shares of common stock (without affecting the per share
           par value). The Reverse Split is proposed for the
           purpose of terminating the Company's reporting
           obligations under the Securities Exchange Act of 1934,
           as amended;

       2.  To approve a reduction in the authorized common stock
           of the Company (without affecting the per share par
           value) from 100,000,000 to 10,000,000. Adoption of the
           Reduction in Authorized common stock is contingent on
           approval of Proposal 1, the Reverse Split;

       3.  To elect five members of the Board of Directors to
           serve until the next annual meeting of shareholders or
           until their respective successors are duly elected and
           qualified;

       4.  To ratify the appointment of KPMG LLP as the
           independent auditors of the Company for the fiscal year
           ending May 31, 2004; and

       5.  To transact any other business that may properly come
           before the Special Meeting.

This meeting shall also act as the Company's annual meeting of
shareholders for the fiscal year ended May 31, 2003. Currently,
the Board of Directors is not aware of any other business to come
before the Special Meeting.

Only shareholders of record on January 20, 2004, are entitled to
notice of, and to vote at, the Special Meeting or any adjournments
of the meeting. Under the Washington Business Corporation Act,
certain shareholders are entitled to dissenters' rights solely
with respect to Proposal 1. A brief description of the dissenters'
rights statute is included in the Notice of Special Meeting mailed
to shareholders. Shareholders who are considering exercising their
dissenters' rights must comply fully with the statutory
requirements and, accordingly, should read the dissenters' rights
statute in its entirety.

Pacific Aerospace's November 30, 2003, balance sheet reports a
total stockholders' equity deficit of $13.4 million.


PACIFIC GAS: Asks Nod to Set Up Disputed Claims Escrow Accounts
---------------------------------------------------------------
Pacific Gas and Electric Company seeks the Court's authority to
establish and maintain certain disputed claims escrow accounts.
Pursuant to the confirmed Plan, PG&E has agreed to establish one
or more escrow accounts for the purpose of setting aside funds to
make distributions on disputed claims to the extent these become
allowed claims.  The amount deposited into escrow does not limit
PG&E's obligation to pay all allowed claims.

                  Disputed Claims Escrow

On or shortly after the Effective Date of the Plan, PG&E
anticipates that it will pay, in cash, $9,000,000,000 in Allowed
Claims.  Although the vast majority of claims are undisputed or
have been resolved, there are some Disputed Claims, which have
not yet been resolved.  Pursuant to the Plan, PG&E has agreed to
establish escrows for the payment of the Disputed Claims.  No
escrow is required for "pass-through" Claims in Class 8
Environmental Claims, Fire Suppression Claims, Pending Litigation
Claims and Tort Claims or Class 10 Workers' Compensation Claims.
The only other classes of claims with material disputed amounts
are Class 5, 6 and 7, and certain unclassified priority tax
claims.

                     Class 7 Disputed Claims

                                                    Proposed
Claim           Creditor            Face Amount   Escrow Amount
-----   ------------------------    -----------   -------------
13034   AES NewEnergy, Inc.          $8,947,319      $8,947,319

7915    Boston Properties, Inc.      13,038,402      13,038,402
        and Boston Properties
        Limited Partnership

13051   Idaho Power Company             497,832         497,832

8846    Energy Services Ventures,       346,835         346,835
        Inc.

8045    Sacramento Municipal          1,530,473       1,530,473
        Utility District

4383    Tenderland Power Company         31,342          31,342
                                   ------------   -------------
Class 7 Total:                      $24,392,205     $24,392,205
                                   ============   =============

AES NewEnergy's Claim No. 13034 Face Amount does not represent
the full face amount of the Claim, as filed, because portions of
the Claim are non-Class 7.

Idaho Power Company's Claim No. 13051 Face Amount does not
represent the full face amount of the Claim, as filed, because a
portion of the Claim was withdrawn.

               Class 5 & Class PTC Disputed Claims

                                                    Proposed
Claim           Creditor            Face Amount   Escrow Amount
-----   ------------------------    -----------   -------------
11603   Associated Developers          $503,758        $503,758
        Group

7211    Bank of America, N.A.         1,263,065       1,263,065

8802    California Independent       56,505,301      38,505,301
        System Operator Corp.

13281   California Power                124,270         124,270
        Exchange Corp.

13462   Cambridge Consulting             36,991          36,991
        Group

9579    The CIT Group/Credit            788,466         788,466
        Finance, Inc.

8809    Coral Power, LLC                 38,636          38,636

8855    Duke Energy Oakland, LLC     44,764,441               0

8850    Duke Energy Trading &        11,299,480      11,299,480
        Marketing, LLC

8837    El Paso Merchant Energy,      2,099,692       2,099,692
        LP

140     Georgia-Pacific Corp.         1,711,821       1,711,821

6738    Midway-Sunset Cogeneration      876,472         876,472
        Company

8872    Mirant Americas Energy        7,846,214       7,846,214
        Marketing, LP

8875    Mirant Delta, LLC            16,639,577               0

8876    Mirant Potrero, LLC           3,917,510               0

11027   Modesto Irrigation District  11,999,044      11,999,044

13331   Northern California Power     6,070,953       6,070,953
        Agency

13390   Nuevo Energy Company            743,005         743,005

12385   City of Palo Alto             6,109,881         122,190

7875    The Prudential Insurance      3,733,052       3,733,052
        Company of America (Midsun)

8824    San Diego Gas and Electric   18,460,000               0
        Company

12640   The City and County of       22,358,872      22,358,872
        San Francisco

12602   The City of Santa Clara,      3,241,097       3,241,097
        d/b/a Silicon Valley Power

7903    SPP Director of Power &       3,537,514       3,537,514
        Fuels Contracts Sierra
        Pacific Power Company

13471   The Port Of Stockton            264,743         264,743

11550   Turlock Irrigation            1,024,496       1,024,496
        District

7863    Williams Energy Services;       747,900         747,900
        Williams Energy Marketing &
        Trading Company

--      Total of Remaining Claims        12,915          12,915
        Under $20,000
                                    -----------   -------------
Class 5 Subtotal:                   226,719,175     118,937,040
                                    -----------   -------------

13360   Dept. of The Treasury       $57,562,724      $1,800,000

12342   Dept. of The Treasury        53,022,740               0
        Internal Revenue Service

13310   Dept. of The Treasury        56,789,128               0
        Internal Revenue Service

12362   Franchise Tax Board          22,324,955      14,500,000

12509   Franchise Tax Board           3,304,350               0

13024   State Board of Equalization   3,920,896       1,000,000
                                    -----------   -------------
Class PTC Subtotal:                 196,924,796      34,300,000
                                    -----------   -------------
Class 5, PTC Total:                $423,643,971    $153,237,040
                                    ===========   =============

Bank of America's Claim No. 7211 Face Amount represents the Class
5 disputed portion of the full face amount of the Claim, as
filed, for $939,724,065.

California ISO's Claim No. 8802 Face Amount does not represent
the full face amount of the Claim, as filed, because a
$27,900,000 portion and another $72,300,000 portion of the Claim
was resolved by separate stipulations.  The Proposed Escrow
Amount for the Claim is comprised of the Class 5 portion of the
Claim that is not related to a claim due under its Reliability
Must Run agreements with PG&E.

The Face Amount of Coral Power's Claim does not represent the
full face amount of the Claim, as filed, because portions of the
Claim are non-Class 5, 7 or PTC.

Midway Sunset's Claim No. 6738 Face Amount represents the maximum
amount payable by PG&E pursuant to a stipulation.

City of Santa Clara's Claim No. 12602 Face Amount does not
represent the full face amount of the Claim, as filed, because
portions of the Claim were withdrawn, and other portions of the
Claim are non-Class 5, 7 or PTC.

The Face Amount of the State Board of Equalization's Claim
represents the full face amount of the Claim, as filed, less the
previously paid amount.

              Total Remaining Claims Under $20,000
                 and Their Class 5 Face Amounts

Claim                  Creditor                     Face Amount
-----     -----------------------------------       -----------
8831      Amador Water Agency                              $827

12619     East Bay Municipal Utility District             9,117

13425     San Jose Downtown Association                   2,971

       Existing Agreements Regarding Disputed Claims Escrow

PG&E has entered into two agreements with creditors that specify
the amounts and certain terms of the Disputed Claims escrow for
the creditors.  The agreements relate to a stipulation with Class
6 claimholders, and a settlement agreement and stipulation with
Enron Energy Services, Inc. and Enron Energy Marketing Corp.

                       The Class 7 Escrow

The Disputed Claims in Class 7 total $24,400,000.  PG&E seek the
Court's authority to establish a separate escrow for all Disputed
Claims in Class 7 in that amount as well.

                The Class 5 and Tax Claims Escrows

PG&E has determined that the face amount of the Disputed Claims
in Class 5 totals $226,700,000, and the face amount of the
Disputed Tax Claims totals $196,900,000.  PG&E does not believe
that it would be appropriate to reserve funds in escrow for
certain Class 5 Claims or portions of it, or disputed Tax Claims.

In particular, PG&E will not reserve funds for Disputed RMR
Claims or Duplicate Claims in Class 5.  PG&E believes that it
will be able to satisfy any Allowed RMR Claims in the ordinary
course of business.  The Disputed RMR Claims total $101,800,000,
and the Duplicate Claims total $6,000,000.

Accordingly, the amount of the escrow on account of Class 5
Disputed Claims would be limited to $118,900,000 -- the total
Disputed Claims of $226,700,000 less $107,800,000 in RMR and
Duplicate Claims.  PG&E also finds it inappropriate to establish
a reserve for Disputed Tax Claims to the extent the Tax Claims
exceed $34,300,000 in the aggregate.

Accordingly, PG&E asks the Court for permission to establish
separate escrow accounts for:

   (a) $34,300,000 Disputed Tax Claims; and

   (b) $118,900,000 Disputed Claims in Class 5.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 72; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PARMALAT: DebtTraders Begins Coverage & Sees Buying Opportunities
-----------------------------------------------------------------
DebtTraders initiates coverage of Parmalat Finanziaria SpA and its
subsidiaries with an extensive analysis of the current situation,
as well as its assessment of value for several classes of debt.

In particular, DebtTraders assigned a BUY recommendation on Senior
Notes of Parmalat Dairy & Bakery, Inc., a major Canadian
subsidiary of the Company, with maturities ranging from '05 to '10
with a SAFETY rating of 90%, and ATTRACTIVENESS ratings in the
range of 81% to 86%. At the current price range of 78.00 to 85.00,
the notes yield 13.2% to 17.6%. Dairy & Bakery, unlike the
Italian, U.S., Brazilian, and other subsidiaries of the Company,
has not filed for bankruptcy.

Even in a bankruptcy situation followed by a fire sale of assets,
the trading firm expects full recovery on the notes due to the low
leverage of the subsidiary (debt-to-EBITDA of 4.4 times) resulting
in IRRs of 12% to 18%. A decision by Finanziaria, the Italian
parent, to sell this subsidiary would make the notes more
attractive, as a sale would expedite recovery on the notes.

"We believe debt issued or guaranteed by Finanziaria carries a
high risk profile due to structural subordination to potential
inter-company debt, however, at a price of 12.00, offers an upside
of 80% given our Base Case valuation of 21.60, largely based on
Finanziaria's indirect ownership of two of the most valuable
international entities. Due to the aforementioned risk, however,
we are not issuing a recommendation on this debt. We believe debt
issued or guaranteed by Parmalat SpA is overvalued at 12.50,
compared to our Base Case value of 8.60, due to a significant
amount of structurally senior debt according to our estimates.
Finally, we value the debt issued by Parmalat Participacoes do
Brasil Ltda and guaranteed by Parmalat Brasil, S.A. Industria de
Alimentos at 18.90, however point out several unknowns
surrounding this debt such as the amount outstanding, seniority,
and EBITDA generation potential of Parmalat Brasil Alimentos
depending on whether the unit will stay as a going concern, or be
compelled to sell its assets on a piecemeal basis. These bonds are
currently priced at 15.00."

Potential for value appreciation exists however, and can be
summarized as:

   1) improvement of operating profitability from the lower end of
      our dairy universe to average, or above average levels due
      to normalization of operations and removal of excessive
      costs;

   2) an earlier than expected conclusion of the bankruptcy
      process that is moving forward at a faster-than-expected
      pace, which would reduce the discount applied to recovery
      calculations;

   3) an orderly sale of certain subsidiaries with multiple
      suitors in contested auctions at premium multiples; and

   4) potential value to be added to the estate through
      disgorgement of personal and family assets of Calisto Tanzi,
      Finanziaria's former chairman and chief executive, funds
      found in certain bank accounts, or other means (none assumed
      in the analysis).

"We understand that preliminary details of a restructuring plan
may be released as early as March, much earlier than the deadline
in June, and a creditor vote may be scheduled in April-May.
However, in our Base Case we assume a bankruptcy process of two
years, still far shorter than regular procedures, which may last
as long as seven years. Similar to the restructuring plan offered
for Cirio Finanziaria SpA that defaulted on ?1.6 billion of debt,
Parmalat's restructuring plan may offer a debt swap for equity at
Finanziaria, as well as new debt to certain classes of claim
holders. We believe, however, that the sustainable debt capacity
of Parmalat is no more than ?1.5 billion (5.0 times Base Case
EBITDA), hence the restructuring package is likely to involve a
high equity content."

In the report, readers will find in Chapter I a description of the
group's outstanding debt securities (Capital Structure), its
organization structure (Corporate Structure), an analysis of the
group's business and cash generating potential (Financial
Analysis), a sum-of-the parts valuation of subsidiaries and of the
Group (Valuation), a depiction of various scenarios to value debt
issued or guaranteed by Finanziaria or Parmalat SpA (Scenario
Analysis), DebtTraders' views on the restructuring plan (Thoughts
on the Reorganization Plan) and descriptions of the group's main
subsidiaries (Overview of Subsidiaries); in Chapter II a report on
Dairy & Bakery, in Chapter III a report on Parmalat Par; followed
by appendices detailing the Extraordinary Administration process
in the Italian bankruptcy law (App. 1), the Cirio Finanziaria SpA
bankruptcy (App. 2), a summary of Parmalat SpA bond covenants
(App. 3), and a table of currency rates (App. 4).

DebtTraders' clients can access extensive background documents-
consolidated and subsidiary filings, financial models,
prospectuses and bankruptcy documents at
http://www.DebtTraders.com/


PARMALAT: Brazilian Unit Misses $19M Payment to Banco do Brasil
---------------------------------------------------------------
On February 13, 2004, Parmalat Brasil SA Industria de Alimentos
missed a BRL55,000,000 or $19,000,000 payment to Banco do Brasil
SA, its biggest creditor, the Bloomberg News reports, citing
Folha de S. Paulo.

The Brazilian unit needs BRL75,000,000 to BRL100,000,000 to
maintain its operations.  But it has another credit line of
EUR40,000,000 at a retail bank that it can still use, Folha said.
This is not the first time Parmalat Brasil failed to make
payments to Banco do Brasil, the newspaper said.

                           More Woes

State-run development bank, the BNDES, has turned its back on
Parmalat Brasil.

"The BNDES will not lend one cent to Parmalat," the bank's
president, Carlos Lessa, told Reuters. "But if a cooperative
takes control of the company it can come and talk to us.  "We're
not going to let the milk industry collapse."

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PARMALAT GROUP: Nicaraguan Unit Transferred $5 Million in Loans
---------------------------------------------------------------
The Minister of Industry and Commerce in Nicaragua revealed that
Parmalat Nicaragua transferred a $5,000,000 loan from Central
American banks to the Company's headquarters in Italy a month
before the parent company's scandal surfaced, AP Online relates.
In a television interview aired on Canal 63, Minister Mario Arana
said that Parmalat had promised to pay the loan in the next 15
days.

Recently, the banks that made the loan -- Nicaragua's Central
American Bank and Panama's Tower Bank -- froze Parmalat's assets.
Parmalat's manager in Nicaragua, Aldo Camorani, said that
Minister Tanzi called him in November 2003 and ordered him to
send money.  "This now could be interpreted as strange, but it
wasn't strange," Mr. Camorani said.  "It was clean and
documented."

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PARTNERS MUTUAL: S&P Lowers Counterparty Credit Rating to BBpi
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Partners Mutual Insurance Co. to
'BBpi' from 'BBBpi'.

"This rating action reflects the company's weak earnings and very
high geographical concentration, which are partially offset by its
strong capitalization," said Standard & Poor's credit analyst Tom
Taillon.

Partners Mutual is a regional property/casualty insurer based in
Waukesha, Wisconsin. It mainly writes private passenger
automobile, commercial and homeowners' multiperil, and workers'
compensation insurance. The company commenced operations in 1932.

The company is rated on a stand-alone basis.


PEARL HOLDINGS: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pearl Holdings Group Inc.
        dba Dublin's Irish Whiskey Pub
        dba Above Dublin's
        8240 Sunset Boulevard
        West Hollywood, California 90046

Bankruptcy Case No.: 04-12448

Type of Business: The Debtor operates an Irish pub and
                  restaurant.

Chapter 11 Petition Date: February 4, 2004

Court: Central District of California (Los Angeles)

Judge: Maureen Tighe

Debtor's Counsel: Nicholas S. Nassif, Esq.
                  Law Offices of Nicholas S. Nassif
                  3055 Wilshire Boulevard, Suite 900
                  Los Angeles, CA 90010
                  Tel: 213-736-1899

Total Assets: $34,000

Total Debts:  $3,712,000

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Federal Withholding     $1,200,000
Special Procedures/Bankr.     Taxes
300 N. Los Angeles M/S 5022
Los Angeles, CA 90012

State Board of Equalization   Sales Taxes               $225,000

John Bedekian                 Judgment-Promissory       $165,000
                              Note

8240 Sunset Associates        Rent & insurance          $130,000
                              premiums

Jeffrey Lever                 Promissory note            $30,000

Clarendon America Insurance   Insurance deductible       $10,000
Co.

NTN Communications            Cable                       $2,000


PETCO ANIMAL: Improved Finances Spur S&P to Up Credit Rating to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on PETCO
Animal Supplies Inc. The corporate credit rating was raised to
'BB' from 'BB-'. The outlook is stable.

The upgrade reflects PETCO's improved financial profile and
continued strength in its operations. Due to the company's better
operating performance and modest debt reduction, credit protection
measures have strengthened. Standard & Poor's expects PETCO's
operations to remain solid, supported by its successful operating
strategy and merchandising skills.

"The ratings continue to reflect PETCO's participation in the
competitive and highly fragmented pet food, supplies, and services
industry; an aggressive growth strategy; and substantial debt
leverage," said Standard & Poor's credit analyst Ana Lai. "These
risks are mitigated by the company's consistent operating
performance and good market position as one of the leaders in the
industry."

PETCO's strategy of targeting customer convenience has proven
successful, resulting in healthy same-store sales trends. Despite
a challenging retail environment, PETCO reported strong same-store
sales increases of 5.6% in the first nine months of 2003,
following an 8% increase in 2002. Operating margins expanded to
more than 19.8% for the 12 months ended Nov. 3, 2003, from 18.4% a
year ago due to the leveraging of same-store sales increases
and a shift to higher-margin pet services and supply products. By
targeting convenience shoppers, PETCO is able to charge higher
prices and achieve higher margins on pet food and supplies than
its key competitor, PETsMART Inc. Industry demographics are
expected to remain favorable because the largest pet owning
segment -- families with children under 18 years old -- should
continue to increase. Although the industry has some resistance to
economic slowdowns, customers could trade down to less expensive
products and reduce discretionary purchases.

PETCO's consistent sales and earnings growth, together with modest
debt reduction over the past two years, has resulted in stronger
credit protection measures. In 2003, the company redeemed about
$50 million of its subordinated notes and repaid $50 million of
its term loan. For the 12 months ended Nov. 3, 2003, EBITDA
coverage of interest improved to 2.8x from about 2.0x in 2002, and
total debt to EBITDA improved to 4.0x from more than 5.0x in the
same period. Despite an aggressive growth strategy, store
expansion has been manageable and largely funded with internally
generated cash flow. As a result, debt leverage is expected to
remain appropriate for the rating.


PETSMART INC: S&P Gives Positive Outlook to B-Level Ratings
-----------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on PetsMart Inc. to 'BB-' from 'B+'. The outlook is
positive.

The upgrade reflects PetsMart's significant operating improvement
over the past three years due to strong sales trends and an
enhanced distribution network. As a result, credit protection
measures have improved significantly over this period. A higher
rating could be considered over the next two years if the company
continues to improve credit protection measures while prudently
managing its growth.

"The ratings reflect PetsMart Inc.'s participation in the
competitive and highly fragmented pet supplies retail industry and
its improving, but still inconsistent, operating history," said
Standard & Poor's credit analyst Patrick Jeffrey. "These risks are
mitigated somewhat by the company's leading position in the
industry and its significantly improved operating performance."

As the leading operator of specialty pet supply stores, Phoenix,
Arizona-based PetsMart has made significant progress in turning
around its operations, resulting in solid same-store sales
increases of 7% in fiscal 2003, 9.6% in 2002, and 6.5% in 2001.
This is attributed to PetsMart's successful store reformatting,
expanded focus on pet services, and improved operating efficiency.

The reformatting of the company's store base into the Eagle format
(which offers customers an easier shopping experience) from its
warehouse-style stores has improved traffic and sales trends. This
initiative was substantially completed in 2003. PetsMart opened 60
net new stores in 2003, compared with about 23 net new stores in
2002. As the company completed its store reformatting program in
2003, it is expected to further increase its store openings over
the next few years to about 100 annually.

Operating efficiency improvements were largely driven by recent
enhancement to PetsMart's distribution network, resulting in
better in-stock position and lower inventory levels at its stores.
Increased sales leverage and the growth of the company's higher-
margin pet services contributed to the operating margin expanding
to 17.1% in 2003, up from 12.5% in 2001. Despite the significant
improvement, PetsMart's operating margins remain low relative to
those of its main competitor, PETCO Animal Supplies Inc.

PetsMart's better results have significantly improved cash
flow generation, with lease-adjusted EBITDA increasing to about
$513 million in 2003, from $244 million in 2001. As a result, cash
flow protection measures strengthened, with EBITDA interest
coverage at 3.3x in 2003, up from 1.9x in 2001. The company's debt
leverage also improved, with total debt to EBITDA at about 3.2x,
down from 5.4x in 2001.

Still, PetsMart's historical operating performance has been
inconsistent, and the pet food supplies and services industry
remains highly competitive. These risks are somewhat mitigated by
the company's leading industry position. Although PetsMart has
generated improved levels of operating cash flow, this has been
largely absorbed by significant capital expenditures related to
its store growth strategy.


PG&E NATIONAL: USGen Unit Brings-In Willkie Far as Special Counsel
------------------------------------------------------------------
Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code,
USGen New England, Inc. seeks the Court's authority to employ
Willkie Farr & Gallagher, LLP, as special corporate counsel to
assist the general bankruptcy counsel, Blank Rome, LLP, with
respect to certain matters in USGen's Chapter 11 case.

Specifically, USGen proposes to employ Willkie Farr to perform
all necessary services as special corporate counsel in connection
with the sale of all or substantially all of USGen's assets to a
certain potential buyer, including:

   (a) providing USGen with advice;

   (b) representing USGen; and

   (c) preparing all necessary corporate documents on USGen's
       behalf.

Willkie Farr represents the NEG Debtors in their Chapter 11
cases.  Willkie Farr will not represent USGen in any issue,
matter or claim related to the NEG Debtors.

USGen selects Willkie Farr as special corporate counsel because
of the firm's prepetition representation of USGen, which included
negotiations with the Potential Buyer.  Accordingly, USGen
believes that Willkie Farr is both well qualified and uniquely
able to represent it in its Chapter 11 case in a most efficient
and timely manner.

Willkie Farr will be compensated for services in accordance to
the firm's normal hourly rates:

             Partners                    $530 - 785
             Associates                   240 - 525
             Legal Assistants             110 - 190

Matthew A. Feldman, Esq., a partner at Willkie Farr's Business
Reorganization and Restructuring Department, assures the Court
that the firm does not represent or hold any interest adverse to
USGen or its estate.

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: Gets Go-Ahead to Recharacterize 3 Crescent Lease Pacts
-----------------------------------------------------------------
On January 1, 2000, Debtor Pillowtex Corporation and General
Electric Corporation entered into three lease agreements pursuant
to which GECC agreed to lease to Pillowtex certain production
equipment for use in the Debtors' manufacturing operations:

   (a) Production Equipment Lease Agreement No. Series 19-A,
       having a capitalized lessor's cost of $362,000;

   (b) Production Equipment Lease Agreement No. Series 20-D,
       having a capitalized lessor's cost of $933,637; and

   (c) Production Equipment Lease Agreement No. Series 25-C,
       having a capitalized lessor's cost of $1,647,400.

GECC subsequently assigned all its right, title interest and
obligations under the Lease Agreements to American Equipment
Leasing, a predecessor-in-interest to CitiCapital Technology
Finance, Inc.  On May 9, 2002, the Debtors assumed the Lease
Agreements.

On September 30, 2003, CitiCapital assigned to Crescent Financial
LLC, an affiliate of GGST LLC, the Lease Agreements and
substantially all of CitiCapital's rights, title, interest,
claims and remedies under the Lease Agreements and in the
Equipment for $688,000.  Under the Assignment, CitiCapital
retained any right, title or interest in any rent or lease
payments, insurance proceeds, condemnation awards and other
amounts and security made to, received by, or payable by
Pillowtex under the Lease Agreements on or prior to September 30,
2003.

On October 7, 2003, the Court approved the sale of substantially
all of the Debtors' assets to GGST.  The terms of the Sale
Agreement requires that the parties must jointly determine prior
to the closing of the sale of the Assets, whether each Subject
Capital Lease must be treated as a true lease or recharacterized
as a financing lease or secured loan under the Bankruptcy Code.
Accordingly, with the Court's consent, the Debtors, Crescent and
GGST stipulate that:

   (a) The Lease Agreements are not true leases under the
       Bankruptcy Code and therefore recharacterized as
       financing leases or secured loans;

   (b) The Equipment is property of the Debtors' estates;

   (c) Crescent, as assignee of CitiCapital under the Lease
       Agreements, has a valid, binding, enforceable and
       perfected, first priority security interest in the
       Equipment and accordingly, a secured claim against
       Pillowtex equal to the liquidation value of the Equipment;

   (d) As of the Petition Date, the aggregate balance due or to
       become due under the Lease Agreements was $1,107,785;

   (e) The liquidation value of the Equipment is $688,600;

   (f) In consideration of the Secured Claim, the Debtors will
       transfer to GGST good legal and beneficial title to the
       Equipment, free and clear of all liens, claims,
       encumbrances and interests of any kind or nature;

   (g) GGST will have an allowed unsecured prepetition non-
       priority deficiency claim against Pillowtex for $315,745,
       without being required to file proofs of claim; and

   (h) Crescent and GGST fully and forever release and
       discharge the Debtors from any and all claims against the
       Debtors that Crescent or GGST has or may have under or
       relating to the Lease Agreements.

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)


PROJECT FUNDING: S&P Places Four Note Ratings on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
I, II, III, and IV notes issued by Project Funding Corp. I on
CreditWatch with negative implications. Project Funding Corp. I is
a project funding CDO collateralized by a pool of project finance
loans. The transaction was originated in March 1998 by Credit
Suisse First Boston.

The CreditWatch placements reflect a structural feature of the
transaction related to the timing of when the transaction switches
to sequential payment from a pro rata payment sequence. As long as
the transaction remains in pro rata mode, principal cash is
distributed pro rata across the senior, mezzanine, and subordinate
notes, and credit support is provided only by excess spread. Once
the transaction switches to its sequential payment sequence,
overcollateralization provides the senior notes with additional
credit support. Among the events that would switch the transaction
from pro rata to sequential paydown would be a reduction in the
number of loans in the collateral pool to fewer than 10, combined
with certain conditions regarding the overall credit quality of
the collateral pool, or if the transaction experiences defaults
(net of recoveries) greater than or equal to 2% of the cutoff date
asset balance. Given the relatively small number of loans
remaining within the collateral pool and the continuing pro rata
paydowns on the liabilities, the transaction has an increasing
exposure to the default of any one asset as the concentration
within the collateral pool increases.

The overall collateral credit quality of the assets within the
collateral pool has remained stable, and the transaction has seen
no asset defaults since origination. Standard & Poor's will review
the results of current cash flow runs generated for Project
Funding Corp. I to determine the level of future defaults the
tranches can withstand under various default timing and interest
rate stress scenarios, while still paying all of the principal and
interest due.

The results of these cash flow runs will be compared with the
projected default performance of the loans remaining in the
portfolio to determine whether the ratings currently assigned to
each class of notes remain consistent with the amount of credit
enhancement currently available. Standard & Poor's noted that the
ultimate potential for movement on the ratings assigned to the
class I and class II notes was uncertain, but could potentially
include downgrades to non-investment grade ratings.

          RATINGS PLACED ON CREDITWATCH NEGATIVE

                  Project Funding Corp. I

                              Rating
                Class   To              From
                I       AAA/Watch Neg   AAA
                II      A/Watch Neg     A
                III     BBB/Watch Neg   BBB
                IV      BB/Watch Neg    BB


QMAX CO: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------
Debtor: QMAX Co.
        P.O. Box 877
        Williams, Arizona 86046

Bankruptcy Case No.: 04-02679

Chapter 11 Petition Date: February 20, 2004

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, #103
                  Phoenix, AZ 85020
                  Tel: 602-861-0777
                  Fax: 602-870-0296

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Fann Contracting, Inc.                   $1,498,251
P.O. Box 4356
Prescott, AZ 86302

Crusher Rental & Sales, Inc.               $146,959

J & D Excavators, Inc.                      $20,697

Cummins Rock Mountain, LLC                   $9,755

Scott Boehm                                  $6,000

Jenkins, Jensen & Bayles, LLP                $1,233

Reuter Equipment Co.                         $1,036

McGraw Hill Construction                       $770

RDO Equipment Company                          $220

Airgas                                          $54


QWEST SERVICES: S&P Assigns B- Rating to $750M Sr. Secured Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services today assigned its 'B-' bank
loan rating to Qwest Services Corp.'s $750 million senior secured
revolving credit facility. A recovery rating of '2' also was
assigned to the loan, indicating expectations for a substantial
recovery of principal (80%-100%) in the event of a default. In
rating the committed $750 million revolving credit, Standard &
Poor's also factored in the company's ability to obtain an
additional $1 billion through a term loan subject to bank lenders'
approval. QSC is a funding unit for Denver, Colorado-based
diversified telecommunications provider Qwest Communications
International Inc.

The outstanding ratings on Qwest, including the 'B-' corporate
credit rating, were affirmed. The outlook is developing.

"The ratings on Qwest reflect the high degree of risk that
continues to surround the diversified telecommunications carrier
due to the ongoing criminal investigation by the U.S. Department
of Justice, a separate investigation by the Securities and
Exchange Commission, a General Services Administration
investigation, and various shareholder lawsuits," said Standard &
Poor's credit analyst Catherine Cosentino. These issues are the
factors behind the below-average business risk, since they
outweigh the core incumbent local exchange carrier's fundamentally
sound business. The company may also face some potentially
significant shortfalls in the funding of its pensions and other
post-retirement benefits. For 2002, the company had a gross
pension and OPEB liability of about $14.5 billion, compared with
total pension and OPEB-related assets of $10 billion. However,
Standard & Poor's recognizes that Qwest continues to hold a
leading position in its local exchange markets in a 14-state
region in the Western U.S., with 16.2 million access lines.

In terms of Qwest's business profile, the company continues to
benefit from the relative stability of Qwest Corp.'s core local
exchange telephone business. This business generated operating
cash flow margins of 46% for the nine months ended Sept. 30, 2003.
Qwest has also secured interLATA relief in all 14 of its states,
providing it the flexibility to increase revenue per customer in
these jurisdictions, as well as to assist in the company's local
win-back efforts. The latter issue is particularly important given
ongoing retail consumer access line losses, which totaled 229,000
in the fourth quarter of 2003.


RADIOLOGIX: Q4 & FY 2003 Conference Call Set for Thurs, March 11
----------------------------------------------------------------
In connection with Radiologix's (Amex: RGX) upcoming fourth
quarter and fiscal year end 2003 results release, Radiologix
invites you to listen to its conference call with Stephen D.
Linehan, president and C.E.O. and Sami S. Abbasi, executive vice
president and C.O.O. The conference call will be broadcast live
over the Internet on Thursday, March 11, 2004, at 8:00 a.m. CT,
9:00 a.m. ET.

     What:     Radiologix, Inc. Fourth Quarter and Fiscal Year End
               2003 Results Conference Call

     When:     Thursday, March 11, 2004, at 8:00 a.m. Central Time

     Where:    http://www.radiologix.com(from the "Investor
               Relations" drop-down menu, click on "Conference
               Calls & Presentations")

     How:      Live over the Internet -- simply navigate to the
               Web address above

     Contact:  Paul R. Streiber
               (214) 303-2702
               paul.streiber@radiologix.com

If you are unable to participate during the live Webcast, the call
will be archived on Radiologix's site, http://www.radiologix.com/

To access the replay, from the "Investor Relations" drop-down
menu, click on "Conference Calls & Presentations."

Minimum requirements to listen to the broadcast: the Windows Media
Player software, downloadable free from
http://www.microsoft.com/windows/windowsmedia/EN/default.aspand
at least a 28.8Kbps connection to the Internet. If you experience
problems listening to the broadcast, send an email to
webcastsupport@tfprn.com

                    About Radiologix

Radiologix -- http://www.radiologix.com/-- is a leading national
provider of diagnostic imaging services, owning and operating
multi-modality diagnostic imaging centers that use advanced
imaging technologies such as positron emission tomography ("PET"),
magnetic resonance imaging ("MRI"), computed tomography ("CT") and
nuclear medicine, as well as x-ray, general radiography,
mammography, ultrasound and fluoroscopy. The diagnostic images
created, and the radiology reports based on these images, enable
more accurate diagnosis and more efficient management of illness
for ordering physicians. Radiologix owns or operates 107 imaging
centers located in 15 states.

                         *   *   *

As reported in the Troubled Company Reporter's February 9, 2004
edition, Standard & Poor's Ratings Services affirmed its 'B+'
corporate credit and 'B' senior unsecured debt ratings on
Radiologix Inc., but revised the diagnostic imaging provider's
outlook to negative from stable.

"The outlook revision indicates that Standard & Poor's could lower
the ratings if competitive factors continue to depress scan
volumes in key markets, and erode the company's cash flow and
financial insulation to levels inconsistent with the current
rating," said Standard & Poor's credit analyst Jill Unferth.


READER'S DIGEST: Will Present at Bear Stearns' Conference Today
---------------------------------------------------------------
Thomas O. Ryder, Chairman and Chief Executive Officer of The
Reader's Digest Association, Inc. (NYSE: RDA), will present at the
Bear Stearns 17th Annual Media, Entertainment and Information
Conference at The Breakers Hotel in Palm Beach, Florida today,
March 8, 2004.

The Reader's Digest presentation is scheduled to begin at 4:00 PM.
It will be accessible via an audio-only Webcast on the Reader's
Digest Investor Relations Web site, http://www.rd.com/corporate

or by clicking directly


http://customer.nvglb.com/BEAR002/030804a_cy/default.asp?entity=readersdiges
t

The link to the presentation will go LIVE just prior to the start
of the presentation and will be archived for 14 days. The Webcast
may be played on Windows Media Player or Real Player. This event
requires that you register prior to accessing any of the Webcast
and requires that you have "cookies" enabled for you browser.

For information about the conference, please call (212) 272-6921.

The Reader's Digest Association, Inc. is a global publisher and
direct marketer of products that inform, enrich, entertain and
inspire people of all ages and cultures around the world. Revenues
were $2.5 billion for the fiscal year ended June 30, 2003. The
company's principal Web site is http://www.rd.com/

Global headquarters are located at Pleasantville, New York.

                         *   *   *

As reported in the Troubled Company Reporter's February 23, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
rating to Reader's Digest Association Inc.'s privately placed,
Rule 144A offering of $300 million senior unsecured notes due
2011. Proceeds from this offering are expected to be used to repay
a portion of outstanding debt under the company's term loan.

Standard & Poor's affirmed its ratings, including its 'BB'
corporate credit rating, on the company. The rating outlook
remains negative. Pleasantville, New York-based Reader's Digest
publishes the world's highest circulating, paid magazine and is a
leading direct marketer of books. Pro forma total debt as of
Dec. 31, 2003, was $806 million.

"The negative outlook reflects the company's currently lackluster
profitability and the modest cushion against the bank agreement's
maximum debt leverage covenant," said Standard & Poor's credit
analyst Hal Diamond. "Standard & Poor's would consider revising
the outlook to stable over the near to intermediate term if the
company is able to improve profitability and widen the cushion of
covenant compliance," Mr. Diamond added.


RELIANCE GROUP: Asks Pa. Court to Say Deductibles are RIC Assets
----------------------------------------------------------------
M. Diane Koken, Pennsylvania Insurance Commissioner, and
Liquidator of Reliance Insurance Company, sought and got the
Commonwealth Court to:

   (1) declare that large deductible reimbursements paid by RIC
       insureds under large deductible insurance policies are
       assets of the RIC estate;

   (2) declare that the benefits of the insureds' payments under
       the insured-funded arrangements are assets of the RIC
       estates;

   (3) confirm her right to collect and retain the large
       deductible reimbursements along with the corresponding
       right to draw down and retain the large deductible insured
       collateral if the insured fails to reimburse her for the
       deductible; and

   (4) confirm the obligation of certain guaranty associations to
       cooperate in the collection efforts for the large
       deductible reimbursements.

The Guaranty Associations are:

   -- the California Insurance Guaranty Association,
   -- the Georgia Insurers Insolvency Pool,
   -- the Illinois Insurance Guaranty Fund,
   -- the Massachusetts Insurers Insolvency Fund,
   -- the New Jersey Workers Compensation Security Fund,
   -- the Kansas Insurance Guaranty Association,
   -- the New York Property/Casualty Insurance Security Fund, and
   -- the Texas Property/Casualty Insurance Guaranty Association

Ann B. Laupheimer, Esq., at Blank Rome LLP, in Philadelphia,
Pennsylvania, explained that the Liquidator seeks to protect non-
covered claimants from actions by the Guaranty Associations that
will dilute their recoveries, and to preserve the rights of all
policyholders in the same distribution class to share assets in
proportion to their claims.

Prior to liquidation, RIC entered into about 1,400 insurance
policies that include large deductible provisions.  Most policies
involve workers compensation insurance with a deductible
endorsement and a separate "Deductible Reimbursement Agreement"
attached.  The Deductible Endorsement and Reimbursement Agreement
obligate the insured to reimburse RIC up to a very high
deductible -- often $250,000 to $1,000,000 per claim -- for the
paid loss and allocated loss adjustment expense.  The separate
agreements require large deductible policyholders to provide RIC
with a letter of credit or other form of collateral sufficient to
cover the ultimate expected incurred losses or 125% of the unpaid
reserves within the deductible.  If the insured fails to
reimburse RIC for the deductible, RIC draws down the collateral.
RIC holds $1,400,000,000 in collateral.

                         The Dispute

Under an existing agreement, RIC was to handle the billing and
collection of policyholder reimbursements under the large
deductible policies.  RIC would remit 80% of deductible amounts
collected to the Guaranty Associations and holdback 20% in a
separate escrow account for its own benefit or for the Guaranty
Associations' benefit, when ownership rights are resolved.

RIC's Liquidation transferred the obligation to pay the large
deductible policy claims from RIC to the Guaranty Associations.
Once these claims are paid, the Guaranty Associations step into
the shoes of the policyholder to present their claim, along with
other policyholders, against the assets of RIC.  The Guaranty
Associations, by virtue of their claim payments, acquire an
entitlement to the reimbursements for claims, large deductible or
otherwise.

The transfer of obligation gave rise to a dispute between the
Liquidator and the Guaranty Associations over who is entitled to
collect the large deductible reimbursements.

The RIC estate estimates its losses and loss adjustment expenses
at $6,500,000,000.  Most of these claims are covered by the
Guaranty Associations.  Approximately 30% to 50% are non-covered
claims, or those not covered by the Guaranty Associations.  The
non-covered claimants must pay their own losses and wait for the
liquidation process to make a distribution, which may take years.
On the other hand, the covered claims receive payment from the
Guaranty Associations relatively quickly.  The Guaranty
Associations are subrogated to the covered claimant's right to
recover from the estate.  Thus, when assets are distributed by
the Liquidator, they will be paid pro rata to both the non-
covered claimants and the Guaranty Associations.  Since the
Guaranty Associations do not cover all claims, the Liquidator
strives to maximize asset recoveries so as to distribute as much
as possible to all policyholders.

The Liquidator believed that the large deductible reimbursements
are general assets, which should be distributed to non-covered
claimants and the Guaranty Associations equally.  The Guaranty
Associations argued that they alone are entitled to recover the
large deductibles because they paid the claims.  The Liquidator
wanted to recover the deductibles and distribute them to all
policyholders and the Guaranty Associations, while the Guaranty
Associations wanted these assets for their exclusive benefit.  The
negative impact to non-covered claimants is in the hundreds of
millions of dollars.

Ms. Laupheimer acknowledged that the Guaranty Associations, as
the largest single policyholder-class creditor, should receive
most of the deductible reimbursements.  However, the Guaranty
Associations maintained that they should receive all deductible
reimbursements, reducing the assets available for distribution to
all policyholders who do not receive the benefit of the Guaranty
Associations' coverage.

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


ROGERS COMMUNICATIONS: Releases 2003 Annual Financial Statements
----------------------------------------------------------------
Rogers Communications Inc. (S&P, BB+ L-T Corporate Credit Rating,
Negative) announced the filing and availability of their 2003
annual financial statements as well as the financial statements of
its wholly owned subsidiary Rogers Cable Inc.

On February 4, 2004, RCI publicly announced by press release that
it has filed with securities regulators its consolidated financial
and operating results for the fourth quarter of 2003 and for the
year ended December 31, 2003.

The boards of directors of each of RCI and Cable have approved the
audited consolidated financial statements and notes thereto for
the year ended December 31, 2003, and Management's Discussion and
Analysis in respect of such annual financial statements. RCI and
Cable filed their 2003 annual financial statements and MD&A with
Canadian and U.S. securities regulators.

RCI and Cable posted their 2003 annual consolidated financial
statements for the year ended December 31, 2003, and accompanying
MD&A, on the "Investor Relations" section of their Web site at
http://www.rogers.com/

Rogers Cable Inc. is a wholly owned subsidiary of Rogers
Communications Inc. Rogers Cable passes 3.2 million homes in
Ontario, New Brunswick, Newfoundland and Labrador, and at 71% has
the highest basic penetration of any cable operator in North
America. The Company pioneered high-speed Internet access with the
first commercial launch in North America in 1995 and now
approximately 25% of homes passed are Internet customers. With 99%
of its network digital ready, Rogers leads the Canadian market in
offering High Definition TV, a suite of Rogers On Demand services
including Video On Demand, Personal Video Recorders and Time-
shifting channels) as well the largest line-up of digital, ethnic
and sports programming. Approximately one quarter of Rogers basic
subscribers are also digital customers and over 35% are Rogers Hi-
Speed residential and business customers. Rogers Cable also owns
and operates 279 Rogers Video Stores.

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is
Canada's national communications company, which is engaged in
cable television, Internet access and video retailing through
Rogers Cable Inc.; digital PCS, cellular, data communications and
paging through Rogers Wireless Communications Inc. and radio,
television broadcasting, televised shopping, and publishing
businesses through Rogers Media Inc.


ROSTCO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Rostco Enterprises Inc.
        2429 South 51ST Avenue #101
        Phoenix, Arizona 85043

Bankruptcy Case No.: 04-02186

Type of Business: The Debtor distributes and operates "Ornaments &
                  Ink" retail stores in regional malls around the
                  country, offering an assortment of more than 700
                  personalized Christmas ornaments and gifts.
                  See http://www.ornamentsandink.com/

Chapter 11 Petition Date: February 12, 2004

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Paul Sala, Esq.
                  Allen & Sala, P.L.C.
                  Viad Corporate Center
                  1850 North Central Avenue, #1150
                  Phoenix, AZ 85004
                  Tel: 602-256-6000
                  Fax: 602-252-4712

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
------                        ---------------       ------------
Deb & Co.                     Credit line               $811,429
2154 Chestnut Avenue
Buena Vista, VA 24416

Kurt S. Adler, Inc.           Credit line               $448,862
1107 Broadway
New York, NY 10010

This Little Piggy, Inc.       Credit line               $405,240
6831C Whitfield Industrial
Ave.
Sarasota, FL 34243

Roman, Inc.                   Credit line               $308,493
555 Lawrence Avenue
Roselle, IL 60172-1599

Gift Giant, Ltd.              Credit line               $178,980

Mead Consumer & Office        Credit line                $56,450
Product

National Distribution         Credit line                $38,344
Service

Amcal Calendars               Credit line                $37,269

Carlton Cards Retail, Inc.    Credit line                $32,992

Roadway Express               Credit line                $28,023

United Parcel Service         Credit line                $24,952

Browntrout Publishers, Inc.   Credit line                $21,884

Overnite Transportation       Credit line                $21,532
Company

Lang Companies                Credit line                $19,878

Insight Logistics, LLC        Credit line                $18,685

John F. Turner & Co.          Credit line                $16,767

Dell Account                  Credit line                 $8,714

Entertainment Calendar        Credit line                 $6,354

Simon & Schuster              Credit line                 $4,716

Purchase Power                Credit line                 $4,516


ROYAL CARIBBEAN: S&P Affirms BB Rating & Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services changed the outlook on Miami,
Florida-based cruise company Royal Caribbean Cruises Ltd. to
stable from negative.

Concurrently, Standard & Poor's affirmed its 'BB+' corporate
credit rating and other ratings on RCL. About $5.8 billion of
total debt was outstanding on Dec. 31, 2003.

Ratings for RCL reflect its high debt leverage for the rating, the
capital-intensive nature of the cruise industry, and the
sensitivity of the travel and leisure sector to economic cycles.
These factors are partially offset by RCL's solid brands, a
relatively young and high-quality fleet of ships, high barriers to
entry in the cruise industry, an experienced management team, and
the expectation for meaningful balance sheet improvement in the
next two years.

Operating performance in the cruise industry gradually improved in
the second half of 2003, following the end of major combat
operations in Iraq, and as the U.S. economy grew more quickly.
This trend has continued into 2004 with bookings continuing to
increase and the pricing environment improving.  Both RCL and its
larger competitor, Carnival Corporation, expect growth in net
revenue yields in the 5%-7% range in 2004. With its expected yield
growth, and considering RCL's anticipated capacity growth of 11%
in 2004, revenue is likely to rise in the mid- to high-teen
percentage range.

"While total debt to EBITDA remains weak for the ratings, Standard
& Poor's expects that RCL's credit measures will improve
meaningfully during the next two years as the company completes a
major fleet expansion program in the second quarter of 2004 and
uses free cash flow to reduce debt," said Standard & Poor's credit
analyst Craig Parmelee.


SAFETY-KLEEN: Advisory Board Appoints Oolenoy Valley as Trustee
---------------------------------------------------------------
Pursuant to the Safety-Kleen Debtors' confirmed Chapter 11 Plan,
the Safety-Kleen Trust Advisory Board appoints Oolenoy Valley
Consulting, LLC as the Trustee of the Safety-Kleen Creditor Trust.

Specifically, Oolenoy Valley will:

       (i) liquidate and convert to cash the Trust Assets;

      (ii) make timely distributions to the holders of
           Allowed Claims in Classes 4 through 7;

     (iii) review, pursue and compromise objections to
           Claims in Classes 4 through 7;

      (iv) pursue and settle any other Trust Claims; and

       (v) "not unduly prolong" the duration of the Trust.

Oolenoy Valley has the power to appoint one or more individuals or
corporations either to act as co-trustee or as separate trustee of
all
or any part of the Trust Assets.

The Trust will continue until the earlier of:

       -- termination of the Trust as approved by the
          Bankruptcy Court after distribution of all of the
          Trust Assets, or

       -- five years after the Effective Date; provided,
          however, that the power to appoint co-trustees, and
          provision for the Trustee's compensation will survive
          the termination.

Donna L. Culver, Esq., at Morris Nichols Arsht & Tunnell in
Wilmington, Delaware, represents the Trustee. (Safety-Kleen
Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SALOMON VII: Fitch Takes Rating Actions on 4 Securitizations
------------------------------------------------------------
Fitch has taken rating actions on the following Salomon Brothers
Mortgage Securities VII, Inc., mortgage pass-through certificates:
Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2002-1

        --Class A affirmed at 'AAA';
        --Class B-1 affirmed at 'A'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2002-UST1 Group 1

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

Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2002-UST1 Group 2

        --Class A-2 affirmed at 'AAA'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2002-HYB1 Group 1

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

Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2002-HYB1 Group 2

        --Class A-2 affirmed at 'AAA'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2002-HYB1 Group 3

        --Class A-3 affirmed at 'AAA'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2002-HYB1 Group 4

        --Class A-4 affirmed at 'AAA'.

Sovereign Bank Mortgage Loan Trust, series 2002-1

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

The rating actions reflect credit enhancement relative to future
loss expectations and the affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.


SAN FLORIANO CO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: San Floriano Company L.P.
        425 Via Chico
        Palos Verdes Estates, California 90274

Bankruptcy Case No.: 04-02574

Chapter 11 Petition Date: February 19, 2004

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: David A. Damore, Esq.
                  Damore Law, PC
                  6902 East First Street, #100
                  Scottsdale, AZ 85251
                  Tel: 480-947-9481
                  Fax: 480-947-9715

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
------                        ---------------       ------------
Gorry Meyer & Rudd, LLP       Legal fees                 $19,286

APS                           Utilities                   $4,640

Bonita S. Mosher, Esq.        Legal Fees                  $2,626

For Rent Magazine             Advertising                 $2,580

Hughes Solutions Supply       Services                    $2,246
Service

Roadrunner Fire & Safety      Safety Equipment            $2,105
Equipment

Sunstate Mechanical Services  Services                    $1,929

Lopez Carpet Cleaning         Carpet Cleaning             $1,700
                              Services

La Vina Del Senor             Services                    $1,030

J.R. McCade Co., Inc.         Services                      $899

Dunn-Edwards Corporation      Services                      $874

Jasper's Clear Pool Whole     Services                      $863
Sale Group

California Franchise Tax      2004 Annual Tax               $800
Board

Cheaper Window Glass, Inc.    Glass Replacement             $796

The Door & Screen Company of  Services                      $764
America

Royal Southwest Inc.          Services                      $763

Bravo, Inc.                   Services                      $610

Tony's Pest Control Company   Pest Control Services         $345

Reliable Office Supplies      Office Supplies               $288

Federal Express Corporation   Services                      $220


SEDONA CORPORATION: Registers 7.1 Million Shares for Sale
---------------------------------------------------------
Sedona Corporation is offering to sell 7,127,411 shares of its
common stock.  The Company's prospectus relates to the sale from
time to time by the shareholders listed in the "Principal and
Selling Shareholders" section of up to 7,127,411 shares of the
common stock, $0.001 par value per share, including:

        *    5,651,347 shares of Sedona's common stock
             beneficially owned by the selling shareholders; and

        *    1,476,064 shares of Sedona's common stock issuable
             upon the exercise of warrants held by the selling
             shareholders to purchase shares of the Company's
             common stock at prices ranging from $0.35 to $0.70.

Only the resale of the shares received upon exercise of the
warrants is covered by the prospectus; it will not cover the
initial issuance of the warrant shares.

No underwriter is being used in connection with this offering of
the common stock. The selling shareholders may offer and sell
their shares to or through broker-dealers, who may receive
compensation in the form of discounts, concessions or commissions
from the selling shareholders, the purchasers of the shares, or
both. The selling shareholders and any broker-dealer executing
selling orders on their behalf may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as
amended, in which event commissions received by such broker-dealer
may be deemed to be underwriting commissions. Sedona will not
receive any direct proceeds from the resale of shares, but will
receive proceeds related to the exercise of the warrants held by
the selling shareholders. There is no assurance that any of the
warrants will be exercised, and therefore the Company may not
receive any proceeds.

The price of Sedona's common stock being offered under the
prospectus will be determined based upon the market price of
Sedona's common stock at the time of resale. Sedona's common stock
is traded on the OTCBB under the symbol SDNA. As of January 30,
2004, the closing price of one share of its common stock was
$0.60.

SEDONA(R) Corporation (OTCBB: SDNA) is the leading technology and
services provider that delivers verticalized Customer Relationship
Management solutions specifically tailored for the small to mid-
sized business market. Utilizing SEDONA's CRM solutions, community
and regional banks, and insurance companies can effectively
identify, acquire, foster, and retain loyal, profitable customers.

At September 30, 2003, the Company's balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $2.2 million.


SMTC MFG.: Raises CDN$40 Million Through Private Placement
----------------------------------------------------------
SMTC Manufacturing Corporation of Canada (SMX:TSX) closed its
previously announced bought-deal underwritten private placement of
33,350,000 Special Warrants to qualified investors at a price of
CDN$1.20 per Special Warrant, representing an aggregate amount of
issue of CDN$40,020,000. The financing was underwritten by a
syndicate of Canadian investment dealers comprised of Orion
Securities Inc., CIBC World Markets Inc., GMP Securities Limited
and RBC Dominion Securities Inc.

Each Special Warrant is exercisable into one unit consisting of
one exchangeable share of SMTC Canada, and one half of a warrant
to purchase an exchangeable share. Each whole warrant will be
exercisable into one exchangeable share of SMTC Canada at an
exercise price of CDN$1.85 per share for a period of 60 months
following the closing of the offering.

Subject to satisfaction of applicable legal requirements, each
exchangeable share can be exchanged on a one-for-one basis for
one common share of SMTC Corporation (U.S. incorporated)
(SMTX:Nasdaq). SMTC Canada is an indirect, wholly-owned
subsidiary of SMTC Corporation.

The net proceeds from the Offering are being held in escrow
pending receipt of shareholder approval and, upon release from
escrow, will be used for debt reduction, as part of a concurrent
agreement with SMTC's lenders, and working capital.

The Special Warrants will be exerciseable for units on the
earlier of: (i) the sixth business day after the date on which a
receipt has been issued by applicable Canadian securities
regulatory authorities for a final prospectus qualifying the
distribution of the exchangeable shares and warrants issuable
upon exercise of the Special Warrants (the "Prospectus
Qualification Date"), and (ii) the first business day following
the date that is 12 months following the closing date. If the
Prospectus Qualification Date has not occurred on or before the
date that is 90 days following the closing date or if SMTC
Corporation has not, within 120 days of the closing date,
registered in the United States the common stock underlying the
exchangeable shares issuable in connection with the offering,
each Special Warrant shall thereafter entitle the holder to
receive upon exercise, without payment of additional
consideration, 1.1 units, in lieu of, one unit. Subject to
customary restrictions, the exchangeable shares and warrants
issuable upon the exercise or deemed exercise of the special
warrants will, in the absence of SMTC obtaining a receipt for a
prospectus qualifying the distribution of those securities, be
tradeable without restriction under applicable Canadian
securities laws four months after the closing of this offering.

The transaction is subject to the receipt of all necessary
shareholder, regulatory and stock exchange approvals and other
customary conditions. Shareholder approval is intended to be
sought, on a best efforts basis, within the next 60 days, but in
any event no later than 90 days.

About SMTC: SMTC Corporation is a global provider of advanced
electronic manufacturing services to the technology industry. The
Company's electronics manufacturing, technology and design
centers are located in Appleton, Wisconsin, Boston,
Massachusetts, San Jose, California, Toronto, Canada, and
Chihuahua, Mexico. SMTC offers technology companies and
electronics OEMs a full range of value-added services including
product design, procurement, prototyping, printed circuit
assembly, advanced cable and harness interconnect, high precision
enclosures, system integration and test, comprehensive supply
chain management, packaging, global distribution and after-sales
support. SMTC supports the needs of a growing, diversified OEM
customer base primarily within the networking, communications and
computing markets. SMTC is a public company incorporated in
Delaware with its shares traded on the Nasdaq National Market
System under the symbol SMTX and on The Toronto Stock Exchange
under the symbol SMX. Visit SMTC's web site, www.smtc.com for
more information about the Company.

The securities being offered have not been registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold within the United States absent U.S. registration
or an applicable exemption from U.S. registration requirements.
This release does not constitute an offer for sale of securities
in the United States.

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


SLATER STEEL: Union Goes to Court to Force Acceptance of DSC Offer
------------------------------------------------------------------
Following a rally in front of Hamilton's downtown Toronto Dominion
Bank branch and no word from TD or Scotiabank, the United
Steelworkers' Ontario/Atlantic Director Wayne Fraser said the
union will go ahead with a court motion, asking Mr. Justice James
Farley to become involved and consider the offer by DSC Managers
LP to purchase Slater Steel's Hamilton Specialty Bar Division. The
motion was expected to be filed Thursday (March 4) afternoon.

"The (in total) $37-million offer is in the banks' interest,"
Fraser said. "It is better than any offer that would be made if
the plant is liquidated."

Fraser said the union is also going ahead with a cross-Canada
campaign to put pressure on the banks to make way for the DSC
offer. The offer, tabled Wednesday, would see the American
investment firm pay $13 million in cash and take on $24 million in
pension and medical liabilities for the insolvent Hamilton
factory.

"This is about more than the banks," added Steelworkers'
Ontario/Atlantic Assistant Director Marie Kelly. "This is about
doing the right thing for the community. We will fight tooth and
nail to make sure this deal is not allowed to die."

Kelly led negotiations with DSC in February, which ended in a
collective agreement that would increase wages and benefits, and
protect pensions in the new company.

Steelworkers and others across Canada have already been contacted
to send letters to TD President and CEO Ed Clark, and to
Scotiabank Chairman and CEO Richard Waugh, calling on the two
banks to do their part in saving hundreds of jobs.

"Both banks make huge profits," said Kelly. "They have the power
to make or break the potential deal."

In the late '90s, another campaign to put pressure on Scotiabank
in particular was successful in that the bank eventually agreed to
stop its investment in Oregon Steel, a company that was refusing
to negotiate with striking workers in Pueblo, Colorado.

"We know people will want the banks to do the right thing," said
Fraser. "Workers with good-paying jobs have long-term
relationships with these financial institutions. But they will
know whom to blame if hundreds of those good-paying jobs are
sacrificed. I am confident they would move their investments."


SOLEIL FILM: Cancels an Additional 600,000 Shares by Court Order
----------------------------------------------------------------
Soleil Film and Television, Inc. (Pink Sheets:SLTV) announced that
an additional 600,000 shares of common stock have been cancelled
by Court Order.

The Company reported that it has succeeded in entering the
defaults of holders of an additional 1,550,000 shares, on which
judgments are pending and it has a default hearing on the holder
of 1,200,000 shares on Monday, March 8, 2004, in Los Angeles
Federal Court. So far, the company reports, it has cancelled
3,965,800 shares. "When all defaults have been reduced to
judgment, we expect to have cancelled a total of 7,115,800
shares," according to Kenneth Eade, Company Counsel and CFO.

               About Soleil Film and Television

Soleil is engaged in the business of television production and
film development and production. The company's library includes
the award-wining celebrity biography series, "Autograph," which
won a Bronze Medal at the New York festivals in 2003 and a Gold
Globe Award from the World Media Festival in Hamburg, in 2003.
Current film projects include "Say It In Russian," starring Agata
Gotova and Angie Everhart, now in pre-production, and "Fallacy,"
starring John Savage ("Deer Hunter"), Stephen Baldwin, Gary Busey,
Cary Tagawa, Agata Gotova and Carlene Moore. Chief Executive
Officer Agata Gotova developed the "Faces & Names" and "Autograph"
television series.

"Soleil Films knows that independent films depend on financing,
which is risk capital typically put up by a small group of
investors. If the film is successfully made and distributed, the
investors can usually look forward to a return within one to two
years. After the film is made, its success depends on a
distributor investing a significant amount of money into its
promotion. Soleil has taken the risk, uncertainty and time out of
the equation," according to Eade. The company's unique business
model allows investors to purchase shares representing equity of
the company. The film is made, and, since it is an equity
investment, investors have a built-in exit strategy at the moment
of their investment, and their investment risk is spread out over
the company's entire library. The cost of the film is booked as an
asset, making it more attractive to distributors and setting a
break-even book value of the film. Soleil has formed a consortium
of experienced filmmakers, as is evident in its latest film to be
released this summer, "Fallacy." This consortium of top industry
professionals has extensive experience in making lower budget
films at a high level of quality, giving them the appearance and
value of higher budget films.


SPIEGEL GROUP: February Net Sales Tumble 22% to $93.8 Million
-------------------------------------------------------------
The Spiegel Group reported net sales of $93.8 million for the four
weeks ended February 28, 2004, a 22 percent decrease compared to
net sales of $120.1 million for the four weeks ended February 22,
2003.

For the eight weeks ended February 28, 2004, total sales declined
25 percent to $192.2 million from $255.7 million in the same
period last year.

The company also reported that comparable-store sales for its
Eddie Bauer division decreased 2 percent for the four-week period
and 4 percent for the eight-week period ended February 28, 2004,
compared to the same periods last year.

The Group's net sales from retail and outlet stores fell 16
percent for the month compared to the same period last year,
primarily due to the impact of store closings. The company
operated 440 stores at the end of February 2004 compared to 571
stores at the end of February 2003. Most of the store closings
resulted from actions taken as part of the company's ongoing
reorganization process.

The Group's direct net sales (catalog and e-commerce) decreased 27
percent for the month compared to the same period last year,
primarily due to a planned reduction in catalog circulation, lower
customer demand, and to a lesser extent, the impact of higher
backorders resulting from lower inventory levels.

Headquartered in Downers Grove, Illinois, Spiegel, Inc.
-- http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts.


THOMPSON PRINTING: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Thompson Printing Co., Inc.
        40 Fairfield Place
        West Caldwell, New Jersey 07006

Bankruptcy Case No.: 04-17330

Type of Business: The Debtor is in the business of printing high
                  end brochures for Fortune 500 companies, among
                  others.  See http://www.thompsonprinting.com/

Chapter 11 Petition Date: March 4, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Richard Trenk, Esq.
                  Booker, Rabinowitz, Trenk, Lubetkin,
                  Tully, DiPasquale & Webster, P.C.
                  100 Executive Drive, Suite 100
                  West Orange, NJ 07052
                  Tel: 973-243-8600

Total Assets: $603,508

Total Debts:  $6,467,533

Debtor's 12 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Bobst Group                                $356,101
146 Harrison Avenue
Roseland, NJ 07068-1294

Lindemeyr Munroe                           $331,287
115 Moonachie Avenue
Moonachie, NJ 07074

AGFA Finance                               $211,042

Hudson City Paper Co.                       $55,539

AGFA Corporation                            $53,844

Gaccione, Pomaco & Malanga                  $35,112

Bobst Group                                 $30,517

Pitman Company                              $26,541

H.A. Metzger, Inc.                          $26,392

Colortec                                    $24,590

Jeanne Ciszek                               $19,707

CCI                                         $19,148


UNITEDGLOBALCOM: Says B Credit Rating Unaffected by Noos News
-------------------------------------------------------------
Standard & Poor's Ratings Services ratings and outlook for Denver,
Colorado-based diversified cable operator UnitedGlobalCom Inc.
(B/Stable/--) are not affected by the company's announcement that
it is in discussions to buy Noos, the largest French cable
operator, from Suez, for a maximum of 660 million euros.

While the company has amassed a cash balance of around $1 billion
with its recent equity rights offering, Standard & Poor's had
expected that a substantial portion of these monies would be used
for acquisitions, given the company's historical proclivity for
them.

UGC is the largest international broadband communications provider
of video, voice, and Internet services with operations in numerous
countries. Based on the Company's operating statistics at
September 30, 2003, UGC's networks reached approximately 12.6
million homes passed and 9 million RGUs, including approximately
7.4 million video subscribers, 717,900 voice subscribers, and
868,000 high speed Internet access subscribers. The company filed
for Chapter 11 relief on January 12, 2004 (Bankr. S.D.N.Y Case
No. 04-10156).


USG CORP: Court Fixes Briefing Schedules Re Judge Wolin's Recusal
-----------------------------------------------------------------
With Judge Wolin's recusal issues back before the Court of
Appeals, Petitioners USG and Kensington International, Inc., seek
to set a briefing schedule.  The Court of Appeals denies USG and
Kensington's request, and imposes its own briefing schedules.

Third Circuit Judge Julio M. Fuentes rules that:

   (1) Petitioners' briefs and the joint appendix must be filed
       and served on or before 12 noon on February 23, 2004;

   (2) Respondents' briefs must be filed and served on or before
       12 noon on March 12, 2004;

   (3) Petitioners' reply briefs must be filed and served on or
       before 12 noon on March 19, 2004; and

   (4) Oral argument will take place on April 19, 2004.

Parties are directed to file two copies of each brief with each
member of the Court's panel, addressed:

         The Honorable Julio M. Fuentes
         Martin Luther King, Jr. Federal Building & US Courthouse
         Room 5032 50 Walnut Street
         Newark, New Jersey 07102

         The Honorable D. Brooks Smith
         Allegheny Professional Center
         Suite 203 1798 Old Route 220 North
         Duncansville, Pennsylvania 16635-8341

         The Honorable Leonard I. Garth
         Martin Luther King, Jr. Federal Building & US Courthouse
         Room 5040 50 Walnut Street
         Newark, New Jersey 07102

Four copies of each brief should be filed with the Clerk's
office.  All briefs will be filed and served via overnight or
hand-delivery and must be received by the Judges, Clerk's Office
and opposing counsel or before the set deadline.  Counsel may
agree to accept service electronically.

To the extent that the Petitioners seek to have USG Corporation
and the Official Committee of Unsecured Creditors of USG
designated as Petitioners, that request is granted, but only for
purposes of the briefing schedule and oral argument.

Owens Corning asked the Third Circuit to compel the filing of the
Joint Appendix presented to Judge Wolin in connection with the
Recusal Hearing.  W. R. Grace opposed this request.  Judges
Fuentes, Smith and Garth grant Owens Corning's request to compel
the filing of the Joint Appendix.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case Nos.
01-02094).  David G. Heiman, Esq., at Jones, Day, Reavis & Pogue
and Paul E. Harner, Esq.,  at Jones, Day, Reavis & Pogue represent
the Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts. (USG Bankruptcy News, Issue
No. 61; Bankruptcy Creditors' Service, Inc., 215/945-7000)


U S LIQUIDS: Selling Two Companies to Perma-Fix for $3.2-Mil. Cash
------------------------------------------------------------------
U S Liquids Inc. (OTC Pink Sheets: USLQ) a provider of waste
management services, announced the signing of a letter of intent
to sell substantially all of the assets of USL Environmental
Services, Inc. d/b/a A&A Environmental of Baltimore, MD and U S
Liquids of Pennsylvania, Inc. d/b/a EMAX of Pittsburgh, PA to
Perma-Fix Environmental Services, Inc.

Perma-Fix will pay in cash, at closing, $3.2 million for the
assets of A&A and EMAX, subject to a net working capital
adjustment. The closing is subject to the completion of due
diligence, the execution of a definitive agreement, approval by
the Board of Directors of Perma-Fix and certain other conditions,
all of which are expected to be finalized during the first quarter
of 2004. The two companies had unaudited combined revenues of
approximately $15.0 million in 2003.

A&A is a full line provider of environmental, marine and
industrial maintenance services. A&A has been in business for over
45 years and was formed specifically to meet the needs of today's
environmental and plant managers. A&A offers expert environmental
services such as 24 hour emergency response, vacuum services,
hazardous and non-hazardous waste disposal, ship and bilge
cleaning and other remediation services. EMAX provides a variety
of environmental services through its field and industrial
services group, such as transportation of drums and bulk loads,
tank cleaning, industrial maintenance, dewatering, drum management
and chemical packaging. EMAX also has a wastewater treatment
group, which provides for the treatment of non- hazardous
wastewaters such as leachates, oily waters, industrial process
waters, off-spec products and grease trap waste.

U S Liquids Inc.'s September 30, 2003, balance sheet reports a
total stockholders' equity deficit of $4.7 million.


WORLDCOM/MCI: Parker & Waichman Files Additional Claims
-------------------------------------------------------
Parker & Waichman LLP and affiliated counsel --
http://www.worldcomstockfraud.com-- announce that they have filed
a new round of claims on behalf of current and former WorldCom
(Pink Sheets:WCOEQ) (Pink Sheets:MCWEQ), (Pink Sheets:MCIAV) and
MCI shareholders.

Many of these new claims have been filed on behalf of current and
former WorldCom employees and Salomon Smith Barney clients who
purchased shares of WorldCom or MCI based on the inappropriate
advice of Salomon Smith Barney analysts and brokers. Parker &
Waichman continues to encourage all current and former WorldCom
and MCI shareholders to evaluate their legal options before
participating in the class action lawsuit. Parker & Waichman
continues to offer free lawsuit case evaluations at:

               http://www.worldcomstockfraud.com/

                              and

               http://www.worldcomemployeelawsuit.com/

Parker & Waichman continues to believe that many current and
former WorldCom and MCI shareholders may be better served by
opting-out of the WorldCom class action lawsuit to pursue
individual claims. Current and former WorldCom and MCI
shareholders and employees can visit
http://www.worldcomstockfraud.com/and
http://www.worldcomclassaction.com/to view and download the
WorldCom class action opt-out form, "Notice of Class Action."
Current and former WorldCom and MCI shareholders that do not
specifically opt-out of the class action by filing the required
form or information are automatically included in the class action
lawsuit. No official "opt-out" date has been announced, Parker &
Waichman will provide the date on its websites as soon as it is
made available.

WorldCom, now operating under the MCI name, is expected to emerge
from bankruptcy in the near future. Existing shares of WorldCom
and MCI are likely to be cancelled when the company emerges from
bankruptcy. The likely cancellation of these shares will mean that
shares trading under the ticker symbols WCOEQ and MCWEQ will have
no value. MCI WorldCom is expected to issue new shares when it
emerges from bankruptcy. These shares are trading on a "when
issued" basis under the symbol MCIAV. For more information on
specific WorldCom or MCI shares please visit:
http://www.worldcomstockfraud.com/

For more information on Parker & Waichman, LLP please visit:
http://www.yourlawyer.com/or call 1-800-LAW-INFO. Current and
former shareholders are also encouraged to visit:
http://www.injurytalk.com/


W.R. GRACE: Creditors Panel Turns to Capstone for Financial Advice
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of W.R. Grace & Co. and its debtor-affiliates
seeks Judge Fitzgerald's permission to retain Capstone Corporate
Recovery LLC to replace FTI Consulting, Inc., as its financial
advisors.

                        The New Capstone

Thomas Flyahan, Managing Director of J.P. Morgan Chase & Co.,
Chair of the Committee, relates that the Creditors Committee
previously employed FTI Policano and Manzo, also known as FTI
Consulting, Inc., as its financial advisors.  Edwin N. Ordway,
Jr., a Managing Director of FTI, and certain other senior
financial advisors at FTI, were the individuals with principal
responsibility for handling the engagement on FTI's behalf.
Effective as of January 28, 2004, Mr. Ordway and certain other
individuals who had day-to-day responsibility for providing the
financial advisory services to the Creditors Committee withdrew
from FTI and formed, with others, Capstone.

The Creditors Committee has considered this change and determined
that it would be beneficial to the creditors for which it acts,
as well as to the Debtors and their estates, for the Advisory
Professionals to continue to render financial advisory services
to the Committee.

The Creditors Committee seeks to retain Capstone as its financial
advisor nunc pro tunc to February 4, 2004, the date that the
Committee advised Capstone of its desire to retain their
services.  Upon Court approval, FTI's financial advisory services
for the Committee will be deemed terminated.

                           Compensation

Capstone's professionals' current hourly rates are:

             Members/Manager       $475 to $495
             Professional Staff    $250 to $395
             Support Staff         $ 50 to $175

                     Services to be Rendered

Capstone will provide general financial advisory services in
connection with W.R. Grace & Co.'s Chapter 11 cases, consistent
with the financial advisory services that FTI has performed over
the past two years.  In consultation with the Creditors Committee
and its counsel, Capstone may be requested to perform these
specific types of services for the Committee:

       (a) Advise and assist the Committee in its analysis and
           monitoring of the Debtors' historical, current and
           projected financial affairs, including schedules of
           assets and liabilities, statement of financial
           affairs, periodic operating reports, analyses of cash
           receipts and disbursements, analyses of cash flow
           forecasts, analyses of trust accounting, analyses
           of various asset and liability accounts, analyses of
           cost-reduction programs, analyses of any unusual or
           significant transactions between the Debtors and any
           other entities including business acquisitions, and
           analyses of proposed restructuring transactions;

       (b) Develop a monthly monitoring report to enable the
           Committee to effectively evaluate the Debtors'
           performance on an ongoing basis;

       (c) Monitor any sale processes undertaken by the Debtors
           to sell all or parts of the Debtors' businesses;

       (d) If requested by the Committee and its counsel, assist
           and advise the Committee and its counsel in reviewing
           and evaluating any court motions filed or to be filed
           by the Debtors or any other parties-in-interest;

       (e) Analyze and critique any debtor-in-possession
           financing arrangements;

       (f) Analyze and advise the Committee as to whether
           additional cost cutting measures are available;

       (g) Analyze issues relating to asbestos claims,
           including:

           (1) Debtors' claims estimates and processes used to
               develop the estimates;

           (2) the adequacy of recorded reserves; and

           (3) the proposed program to process, analyze, and
               establish asbestos related claims;

       (h) Assist the Committee in analyzing all non-asbestos
           claim liability -- EPA, tax -- to include adequacy of
           reserves, claims process and reporting;

       (i) Advise and assist the Committee in reviewing
           executory contracts and provide recommendations
           with respect to the assumption or rejection of those
           contracts;

       (j) Advise and assist the Committee in identifying
           and reviewing preference payments, fraudulent
           conveyances and other causes of action;

       (k) Analyze the Debtors' assets and the unsecured
           creditors recovery under various recovery scenarios;

       (l) Analyze alternative reorganization scenarios in an
           effort to maximize the recovery to general unsecured
           creditors and develop negotiation strategies to
           support the Committee's position;

       (m) Assist and advise the Committee in evaluating and
           analyzing restructuring proposals by the Debtors;

       (n) Assist the Committee and its counsel in the
           negotiation of any and all aspects of a
           restructuring;

       (o) Review and provide analysis of any plan of
           reorganization and disclosure statement relating
           to the Debtors;

       (p) Assist and advise the Committee in implementing a
           plan of reorganization of the Debtors;

       (q) Perform a liquidation analysis of the Debtors and
           advise the Committee and counsel in that connection;

       (r) Advise and assist the Committee in its assessments of
           the Debtors' management team, including the
           development of incentives and performance goals for
           remaining employees;

       (s) Advise and assist the Committee in its review of the
           Debtors' existing management processes, including
           organizational structure, cash management and
           management information and reporting systems;

       (t) Advise and assist the Committee in its analysis of
           intercompany debt, transactions and other obligations
           of the Debtors, including transactions between the
           Debtors and their non-filed subsidiaries and
           affiliates;

       (u) Advise and assist the Committee in evaluating the
           retention arrangements for advisors to be retained by
           the Debtors;

       (v) Render expert testimony and litigation support
           services, as requested from time to time by the
           Committee and counsel, regarding the feasibility of
           a plan of reorganization and other matters;

       (w) Attend Committee meetings and court hearings as may
           be required in the role as advisors to the Committee;
           and

       (x) Provide other services that are consistent with the
           Committee's role and duties as may be requested from
           time to time.

                     Continued Role for FTI

The Creditors Committee will from time to time request Capstone
to provide consultation with respect to tax issues of the
Debtors.  In providing this service to the Committee, Capstone
will employ the services of tax professionals at FTI Consulting,
to the extent Capstone cannot provide the services in house.
Capstone will obtain, coordinate, supervise, and direct the
services of the tax professionals of FTI in providing the
requested tax advisory services to the Committee.  The fees and
expenses of the tax professionals of FTI resulting from this
arrangement, subject to Court order, will be included in
Capstone's fee applications and no separate fee applications will
be submitted by FTI.  The hourly fees charged by FTI's tax
professionals currently range from $375 to $625.

                        Disinterestedness

Edwin N. Ordway, Jr., a principal at Capstone, assures the Court
that Capstone is a disinterested party within the meaning of the
Bankruptcy Code and neither represents nor holds any interests
adverse to the Creditors Committee or the Debtors' estates.

Mr. Ordway further advises that Capstone is involved in numerous
cases, proceedings and transactions involving many different
professionals, the Debtors' bankruptcy counsel, and other
attorneys, accountants and financial consultants, some of which
may represent claimants and parties-in-interest in the Debtors'
Chapter 11 cases.  In addition, Capstone may in the future be
working with or against other professionals involved in these
cases in matters wholly unrelated to these cases.  Based on Mr.
Ordway's current knowledge of the professionals involved, and to
the best of his knowledge, none of these business relationships
constitute interests materially adverse to the Debtors' estates
or their creditors.

However, Mr. Ordway cautions that Capstone may provide services
to certain creditors of the Debtors in matters wholly unrelated
to these Chapter 11 cases.  Capstone believes that the
connections have no bearing on the services for which the firm is
being retained in these cases.  Neither Capstone nor, to the best
of Mr. Ordway's knowledge, any employee of Capstone is or was a
creditor or equity holder of the Debtors.

Neither Capstone, nor any employee of Capstone is or was a
consultant or advisor for any outstanding security of the
Debtors, nor was any employee of Capstone, within two years
before the Petition Date, a director, officer or employee of the
Debtors or an investment banker of the Debtors.  However, the
Debtors have numerous relationships with third parties and
creditors.  Consequently, although every reasonable effort has
been made to discover and eliminate any conflicts, Mr. Ordway
cannot be absolutely certain that has been done.  He promises a
prompt disclosure of any further information as appropriate.
(W.R. Grace Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* BOND PRICING: For the week of March 8 - 12, 2004
--------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    38
Adelphia Communications                6.000%  02/15/06    38
Allegiance Telecom                    11.750%  02/15/08    56
American & Foreign Power               5.000%  03/01/30    69
Asarco Inc.                            8.500%  05/01/25    71
Atlas Air Inc.                        10.750%  08/01/05    39
Best Buy                               0.684%  06/27/21    74
Better Mining                         13.000%  09/15/09    71
Burlington Northern                    3.200%  01/01/45    57
Comcast Corp.                          2.000%  10/15/29    37
Cummins Engine                         5.650%  03/01/98    73
Cox Communications Inc.                2.000%  11/15/29    34
Delta Air Lines                        7.900%  12/15/09    73
Delta Air Lines                        8.300%  12/15/29    62
Delta Air Lines                        9.000%  05/15/16    67
Delta Air Lines                        9.250%  03/15/22    65
Delta Air Lines                        9.750%  05/15/21    67
Delta Air Lines                       10.375%  12/15/22    68
Elwood Energy                          8.159%  07/05/26    69
Enron Corp.                            6.750%  08/01/09    23
Exide Corp.                            2.900%  12/15/05     3
Federal-Mogul                          7.500%  01/15/09    26
Fibermark Inc.                        10.750%  04/15/11    69
Finova Group                           7.500%  11/15/09    64
Inland Fiber                           9.625%  11/15/07    55
International Wire Group              11.750%  06/01/05    74
Kaiser Aluminum                       12.750%  02/01/03    15
Level 3 Communications                 6.000%  09/15/09    67
Level 3 Communications                 6.000%  03/15/10    68
Levi Strauss                          11.625%  01/15/08    70
Levi Strauss                          12.250%  12/15/12    69
Liberty Media                          3.750%  02/15/30    68
Liberty Media                          4.000%  11/15/29    73
Mirant Corp.                           2.500%  06/15/21    65
Mirant Corp.                           5.750%  07/15/07    66
Northern Pacific Railway               3.000%  01/01/47    55
RCN Corporation                       10.000%  10/15/07    54
RCN Corporation                       10.125%  01/15/10    55
Select Notes                           5.700%  06/15/33    75
Universal Health Services              0.426%  06/23/20    67

                           *********

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

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

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

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

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

                           *********

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

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

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

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

The TCR subscription rate is $675 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
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                *** End of Transmission ***