TCR_Public/040310.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 10, 2004, Vol. 8, No. 49

                           Headlines

ADVANCED GLASSFIBER: Emerging From Chapter 11 Protection in April
AIRNET COMMS: Deloitte & Touche Expresses Going Concern Doubt
AK STEEL: Supports Kentucky Legislative Proposal to Aid Industry
ALLEGHENY ENERGY: Completes $1.55 Billion Debt Refinancing
ALLIANT TECHSYSTEMS: S&P Rates Planned $700M Credit Facility at BB

ALPHA VIRTUAL: Beckman Kirkland Quits over Unreviewed SEC Filings
AMERCO: Status of Lawsuit against PricewaterhouseCoopers LLP
AMERICAN BULLION: Closes Private Placement Financing with bcMetals
ANC RENTAL: Proposes Adversary Management Procedures
ANNUITY & LIFE RE: Full Year 2003 Net Loss Tops $132 Million

AQUILA INC: Will Webcast 2003 4th Quarter and FY Results Today
ARMOR HOLDINGS: Receives New $15 Million US Army Air Warrior Order
ASIA PACIFIC WIRE: Appoints Jeffrey Too as Chief Executive Officer
AURORA FOODS: R2 Fails to Obtain Stay of Plan Confirmation Order
AVOTUS: December 2003 Balance Sheet Upside Down by $16.8 Million

BESS EATON: US Trustee Appoints 7-Member Creditors' Committee
CEDARA SOFTWARE: $50 Million Equity Deal will Pay Down Debts
CHESAPEAKE ENERGY: Declares Quarterly Common & Preferred Dividends
CLARION TECH: Recovers & Enters Positive Zone at Year-End 2003
CLOVIS LAKES: Case Summary & 19 Largest Unsecured Creditors

CONE MILLS: Judge Walrath Denies Bid to Block WL Ross Purchase
COVANTA ENERGY: Court Confirms 2nd Joint Reorganization Plan
CMS ENERGY: Execs to Present at Banc One's Conference Tomorrow
CREST 2000-1: Fitch Further Drops Rating on Class D Notes to B
CVF TECHNOLOGIES: Restructures Preferred Shares

DONLAR COPORATION: US Trustee Meeting with Creditors on April 7
EL PASO: Wolf Popper Initiates Securities Fraud Class Action Suit
ENCOMPASS: Disbursing Agent Objects to 7 Large Employee Claims
ENRON: Court Clears Key Employee Retention & Severance Plan III
ENRON: Creditors' Panel Alleges Fraudulent Transfer to K. Rice

EQUIFIN: Extends Term of Public Warrants to September 30, 2004
ESPARZA WELDING: Case Summary & 20 Largest Unsecured Creditors
EXTENDED STAY: S&P Watches Low-B Ratings over Acquisition News
EXTENDED STAY: Moody's Places Ratings on Review for Possible Cuts
EZENIA! INC: Fiscal Year 2003 Net Loss Narrows to $828,000

FEDDERS: Completes Refinancing & Reorganizes Corporate Structure
FLEMING: Asks Court to Award Damages over Greenwich's Breach
FLEXPOINT SENSOR: Equity Retains Stake in Reorganized Company
GAMES INC: Ability to Continue as Going Concern is in Doubt
GARDEN RIDGE: Gets Nod to Hire Paul Weiss as Bankruptcy Counsel

GEO SPECIALTY: Interest Nonpayment Spurs S&P's D Sr. Debt Rating
GLOBAL CROSSING: Stipulation Estimates NOAA Claims at $13.5 Mill.
CENTURY CARE: Hires Gorman to Assist in Reorganization Plan
GREEN TREE: S&P Takes Rating Actions on Related Housing Deals
GRIFFIN CALIFORNIA: Voluntary Chapter 11 Case Summary

HOMAN, INC: Employing Steven Diller as Bankruptcy Counsel
IKON OFFICE: S&P Cuts Corporate Credit Rating to BB
IRVINGTON SCDO: S&P Assigns Low-B Ratings to Two Notes Classes
JOEAUTO INC: Seeks Court Approval to Use Postpetition Financing
KENNEDY MANUFACTURING: US Trustee Appoints Creditors' Committee

LEGACY HOTELS: Suspends 1st Quarter Distribution on Weak Earnings
LINKLINE COMM: Case Summary & 20 Largest Unsecured Creditors
LTV CORP: Praxair Wants Asset Protection Plan Claim Confirmed
MIRANT: Services Unit Gets Nod to Enter into Ace Insurance Policy
MONET MOBILE: Case Summary & 20 Largest Unsecured Creditors

NII HOLDINGS: Cayman Unit Completes $210M Purchase of 13% Sr Notes
NOMURA ASSET: Obtains S&P's Junk Rating for Class B-2 Notes
N-VIRO INTERNATIONAL: Installs Follmer Rudzewicz as New Auditor
OAKWOOD HOMES: S&P Takes Rating Actions on Related Transactions
OUT TAKES: Ex-Accountant Doubts Ability to Continue Operations

OWENS CORNING: Court Okays Assumption of 2 MG Oxygen Supply Pacts
PACIFIC GAS: Chooses Deutsche Bank Trust as Escrow & Paying Agent
PAC-WEST: Says Telephone Competition Ruling Will Not Affect Co.
PAC-WEST TELECOMM: Launches VoIP Services to Business Customers
PARMALAT GROUP: US Debtors Apply for Joint Administration of Cases

PEBBLEBROOK INC: Case Summary & 10 Largest Unsecured Creditors
PG&E NAT'L: Gets Go-Ahead to Continue Winston & Strawn's Retention
PHILLIPS-VAN HEUSEN: BB-Rated Apparel Giant Reports 2003 Earnings
PLAINS RESOURCES: Leucadia National Clarifies Acquisition Proposal
RELIANT: US Attorney Seeks Criminal Indictment against Subsidiary

RENNOB 2 LLC: Voluntary Chapter 11 Case Summary
R FELLEN INC: Case Summary & 20 Largest Unsecured Creditors
ROGERS CABLE: S&P Assigns BBB- Senior Secured Debt Rating
ROGERS CABLE: Prices $350 Million Private Placement Debt
ROYAL OLYMPIA: MV Triton to Begin Three & Four Day Itineraries

SAFESCRIPT PHARMACIES: Liquidity Issues May Spur Bankruptcy Filing
SAFETY-KLEEN: Judge Walrath Okays El Monte Claim Stipulations
SEALY MATTRESS: Senior Debt Tender Offers to Expire on April 1
SITEL CORPORATION: James Lynch Discloses 12.20% Equity Stake
SLATER STEEL: Accepts Delaware Street's Revised Purchase Offer

SLATER STEEL: Inks Letter of Intent with Delaware Street Capital
SMITHWAY MOTOR: Elects G. Larry Owens as President and CEO
SMTC CORPORATION: Fourth Quarter Results is Being Webcast Today
SOLAR ENERGY: Engages Chisholm Bierwolf as New Independent Auditor
SURE FIT INC: Case Summary & 20 Largest Unsecured Creditors

TEAM HEALTH: S&P Assigns B+ Rating to $250M Sr. Secured Bank Loan
TELETECH HOLDINGS: Reports Net Losses for 4th Quarter & FY 2003
TRINITY IND: Declares Quarterly Dividend Payable on April 30
UAL: Chautauqua, Republic & Shuttle America Join United Express
US AIRWAYS: Charlotte Wants to Reverse Claim Disallowance Order

VFH ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
VISTA MEDICAL: Fails to Comply with Nasdaq's Listing Requirements
VISTEON: Continuing Supplemental Agreement Negotiations With UAW
WARNACO: Newly Reorganized Debtor Issues Q4 and FY 2003 Results
WARP TECHNOLOGY: Recurring Losses Spur Going Concern Uncertainty

WEIRTON: Seeks Clearance to Assign Contracts to Successful Bidder
WESTPOINT STEVENS: Gets Until May 28, 2004 to Decide on Leases
WORLDCOM: Parker & Waichman Files New Shareholder Claims

* Chadbourne & Parke Welcomes Litigation Partner Alan Raylesberg
* Capital One and Consumer Action Launch MoneyWi$e Web Site

* Upcoming Meetings, Conferences and Seminars

                           *********

ADVANCED GLASSFIBER: Emerging From Chapter 11 Protection in April
-----------------------------------------------------------------
Advanced Glassfiber Yarns LLC's Chapter 11 Reorganization Plan was
approved by the United States Bankruptcy Court for the District of
Delaware, paving the way for the Company to consummate its
restructuring and emerge from Chapter 11. The Company expects to
emerge from Chapter 11 in April, 2004.

The Reorganization Plan provides that approximately $184 million
of secured obligations owed to the Company's pre-petition senior
secured lenders will be exchanged for new secured indebtedness of
$120 million, with the remainder exchanged for an approximately
70% share of common equity in the reorganized Company. The
Reorganization Plan also provides that the Company's existing
senior subordinated bondholder debt (of approximately $163
million) and its pre-petition general unsecured debt will be
converted into common equity of the reorganized Company. Current
shareholders will not receive a distribution under the
Reorganization Plan and their existing equity interests will be
canceled.

Consummation of the Reorganization Plan is conditioned upon, among
other things, the finalization of documentation required by the
Reorganization Plan including a $30 million revolving credit
facility for which the Company has received a commitment. This
facility is available to fund cash costs of exiting Chapter 11 as
well as the Company's ongoing operations.

Marc L. Pfefferle, the Company's Chief Restructuring Officer,
stated: "The Company's Reorganization Plan positions us to emerge
from Chapter 11 with a substantially improved balance sheet and a
significantly deleveraged capital structure. We are now working
diligently to complete the requisite legal and financial documents
necessary to consummate the Reorganization Plan, and are excited
about our future prospects."

Mr. Pfefferle added, "A lot of people worked very hard and made
significant sacrifices to put AGY on a solid foundation going
forward. The Company expresses a sincere thanks to all those
employees, vendors, customers and to the Aiken and Huntingdon, PA
communities for their valuable support during this time of
transition."

Advanced Glassfiber Yarns, headquartered in Aiken, South Carolina,
is one of the largest global suppliers of glass yarns, which are a
critical material used in a variety of electronic, industrial
construction and specialty applications.


AIRNET COMMS: Deloitte & Touche Expresses Going Concern Doubt
-------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC) reported financial
results for its fourth quarter and year-ended December 31, 2003.

                    Financial Results for the
                   Fourth Quarter and Year-End

The Company reported net revenue of $5.1 million in the fourth
quarter, compared to $2 million in the fourth quarter of 2002.
Gross margins for the fourth quarter were $1.6 million or 31%
compared to year ago loss of $0.1 million or (6%). Operating
expenses for the fourth quarter were $5.9 million compared to $3.5
million in the fourth quarter of 2002 driven primarily by an
increase in general and administrative expenses. G&A expenses were
$2.7 million versus ($0.5) million in 2002 attributable to a $1.7
million non-cash stock option charge in 2003. In addition, the
2002 results reflect a $1.8 million expense reduction due to a
recovery in the allowance for doubtful accounts.

The loss from operations was $4.3 million which included $2.4
million of non-cash stock option charges that resulted from the
granting of options to employees following the senior secured debt
transaction compared to a loss of $3.6 million including $0.2
million of non-cash stock option charges in the fourth quarter of
2002. The fourth quarter 2003 net loss attributable to common
stock was $5.6 million or ($0.12) per share vs. $10.2 million loss
or ($0.43) per share in the fourth quarter, 2002. The fourth
quarter, 2003 loss included non-cash and interest charges totaling
$3.7 million with an EPS impact of ($0.08) per share. The
components of that charge include 1) $1.0 million associated with
the conversion feature of the debt, 2) $0.3 million of accrued
interest on the convertible debt, which is not payable until the
debt matures in August, 2007, and 3) $2.4 million of stock option
compensation expense.

Cash Used in Operating Activities for the fourth quarter was $0.5
million, compared to a use of cash of $1.0 million in the fourth
quarter of 2002. Financing activity for the quarter generated $1.0
million of cash primarily from the $16 million senior debt
financing completed in August 2003. The Company has received $11
million in installment payments pursuant to this debt financing
through March 8, 2004.

Per share amounts for the fourth quarter of 2003 results were
based on 48.4 million weighted average shares and excludes shares
issuable upon the conversion of the Senior Secured convertible
debt and shares underlying outstanding options because the effect
of including those shares would be anti-dilutive. The number of
shares issued and outstanding and potentially dilutive totaled
149,224,454 as of December 31, 2003.

The Company reported net revenue of $15.8 million for fiscal year
2003, compared to $23.0 million in fiscal year 2002. The loss from
operations was $13.9 million for the year and included $3.7
million of non-cash stock option charges that resulted from the
granting of stock options to employees following the senior
secured debt transaction compared to a loss of $14.8 million
including $0.2 million of non-cash stock option charges in 2002.
Gross margins for the year were $4.3 million or 27% compared to
year ago gross margins of $5.5 million or 24%.

The 2003 net loss attributable to Common Stock was $32.3 million
or ($0.97) per share vs. $24.3 million loss or ($1.02) per share
in 2002. The 2003 loss included non-cash and interest charges
totaling $22.1 million with an EPS impact of ($0.66) per share; in
2002 non-cash charges were $10.1 million with an EPS impact of
($0.43). The components of the 2003 charge include 1) $10.0
million associated with the conversion feature of the debt, 2)
$0.6 million of accrued interest on the debt, 3) $7.9 million
associated with inducing the Series B Preferred stockholders to
convert their preferred stock to common stock, and 4) $3.7 million
of stock option compensation expense.

Cash used in operating activities for the year was $7.2 million,
compared to a use of cash of $1.1 million in fiscal year 2002. The
increase in cash consumption in 2003 was the result of a decrease
in cash flow from inventory and accounts receivable reductions
from 2002 levels. Financing activity for the year generated $9.2
million of net cash primarily from the $16 million Senior Debt
Financing completed in August 2003. $11 million in installment
payments have been received pursuant to this debt financing
through March 8, 2004.

Per share amounts for 2003 results were based on 33.3 million
weighted average shares and excludes shares issuable upon the
conversion of the Senior Secured Convertible Debt and shares
underlying outstanding options because the effect of including
those shares would be anti-dilutive. The number of shares issued
and outstanding and potentially dilutive totaled 149,224,454 as of
December 31, 2003.

                         Outlook

For fiscal year 2004, the Company intends to focus on the
following market opportunities: 1) sales of its AdaptaCell BTS
4000 and AirSite Backhaul Free base station into coverage limited
markets, 2) sales of its adaptive array, SuperCapacity base
station to support high capacity voice and high-speed data
applications, 3) sales of its RapidCell BTS into secure government
communications markets, and 4) strategically monetizing its
intellectual property through licensing opportunities. In addition
to the previously announced OEM agreement with a Top 5
communications equipment company, AirNet also has signed an OEM
agreement with a leading aerospace and defense contractor for
government communications applications. Recently, the Company
shipped its first RapidCell base station to this OEM and has plans
to ship at least one other RapidCell base station together with an
AirSite Backhaul Free base station later in the first quarter.

"For the last two years, the Company has focused on the
development of two new, unique products that leverage our
broadband SDR architecture in order to properly position the
Company for future growth. Today, we are very pleased to announce
the first shipments of our SuperCapacity adaptive array base
station product and our new RapidCell base station," said Glenn
Ehley, President & CEO for AirNet Communications. "With the recent
addition of two industry leading OEM resellers, we are encouraged
about our 2004 revenue prospects. We hope to capture the momentum
building with our OEM resellers and other customers in our new
product as early as the second quarter of this year."

                         Going Concern

The Company also announced that its auditors, Deloitte & Touche
LLP, had informed the Company that its independent auditors'
report issued with the Company's financial statements as of and
for the year ended December 31, 2003 will include a paragraph that
describes conditions that give rise to substantial doubt about the
Company's ability to continue as a going concern. This paragraph
is consistent with the going-concern paragraph received by the
Company in fiscal years 2001 and 2002. Such conditions and
management's plans concerning those matters will be disclosed in
the annual financial statements included in Form 10-K.

                         About AirNet

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless Internet and voice services to mobile subscribers.
AirNet's patented broadband, software-defined AdaptaCell base
station solution provides a high-capacity base station with a
software upgrade path to the wireless Internet. The Company's
AirSite Backhaul Free base station carries wireless voice and data
signals back to the wireline network, eliminating the need for a
physical backhaul link, thus reducing operating costs. AirNet has
69 patents issued or filed and has received the coveted World
Award for Best Technical Innovation from the GSM Association,
representing over 400 operators around the world. More information
about AirNet may be obtained by calling 321.984.1990, or by
visiting the AirNet Web site at http://www.airnetcom.com/


AK STEEL: Supports Kentucky Legislative Proposal to Aid Industry
----------------------------------------------------------------
AK Steel (NYSE: AKS) encourages the Kentucky General Assembly to
enact legislation sponsored by Senator Charlie Borders authorizing
the Economic Development Cabinet to grant tax incentives that
could aid a $65 million modernization project for its Ashland
Works and for other Kentucky manufacturers.

AK Steel indicates that, if the proposed incentives are approved,
the company would commit to proceeding with the project, which is
necessary to help preserve the viability of the cokemaking,
ironmaking and steelmaking units, or the front-end of the Ashland
Works.  The project would enable the Ashland Works to produce
higher quality steel products destined for the company's value-
added customer base, primarily automotive and appliance
manufacturers.
    
The major components of the project include a vacuum degassing
facility associated with the steelmaking shop, and a modification
to the continuous slab caster.  If the project is finally
approved, the equipment could be operational in 2005.
    
"We are extremely grateful to Governor Fletcher, Economic
Development Cabinet Secretary Gene Strong, legislators in both the
House and Senate and the Ashland community for the tremendous
support they have given us as we evaluate the future of the
Ashland Works," said James L. Wainscott, president and CEO of AK
Steel.  "Senate majority caucus leader Charlie Borders and House
majority floor leader Rocky Adkins have worked tirelessly to help
ensure Ashland Works continues to be a significant employer and
economic contributor to the Commonwealth of Kentucky," Mr.
Wainscott said.

The company said it would also seek the support of the United
Steelworkers of America (USWA) and Paper, Allied-Industrial,
Chemical and Energy International Union (PACE), which represent
hourly production and maintenance employees at the Ashland Works,
to help the company return to a sustainable level of
profitability.

According to a study conducted by the Kentucky Cabinet For
Economic Development, the Ashland Works is responsible for a total
annual economic impact of more than $200 million to Kentucky,
based on direct and indirect wages, benefits and taxes.  The steel
plant is a major supplier to Kentucky manufacturers and purchases
millions of dollars worth of supplies each year from other
Kentucky businesses.

Headquartered in Middletown, AK Steel produces flat-rolled carbon,
stainless and electrical steel products for automotive, appliance,
construction and manufacturing markets, as well as tubular steel
products.  In addition, the company produces snow and ice control
products.

As of December 31, 2003 AK Steel's balance sheet shows a
$52.8 million shareholders' equity deficit.


ALLEGHENY ENERGY: Completes $1.55 Billion Debt Refinancing
----------------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) has closed a credit facility
and a term loan at Allegheny Energy totaling $300 million and two
term loans totaling $1.25 billion at its subsidiary, Allegheny
Energy Supply Company, LLC. The proceeds have been used to
refinance all the outstanding bank debt of Allegheny Energy and
Allegheny Energy Supply. In addition, the companies used cash to
reduce debt by approximately $175 million.

"Refinancing our debt was Allegheny's most important goal for
2004," said Paul J. Evanson, Chairman and CEO. "The new loans and
credit facility and the reduction in the level of our debt
outstanding will reduce our interest payments by more than $60
million annually, extend maturities, and significantly improve
financial flexibility. We can now focus on other initiatives,
especially further reducing leverage and building a high-
performance organization."

The new debt has been structured as follows:

-- Allegheny Energy -- $200 million unsecured revolving credit
   facility and a $100 million unsecured term loan. Both will have
   a term of three years and an interest rate of London Interbank
   Offered Rate (LIBOR) plus 300 basis points. Lead lenders are
   Citigroup Global Markets Inc. and Scotia Capital (USA) Inc.

-- Allegheny Energy Supply -- $750 million secured term loan, with
   a term of seven years and an interest rate of LIBOR plus 300
   basis points. Lead lenders are Citigroup Global Markets Inc.
   and J.P. Morgan Securities, Inc.

-- Allegheny Energy Supply -- $500 million secured term loan, with
   a term of 7.25 years and an interest rate of LIBOR plus 425
   basis points. Lead lenders are Citigroup Global Markets Inc.
   and Banc of America Securities LLC.

                         Allegheny Energy

Allegheny Energy is an integrated energy company with a portfolio
of businesses, including Allegheny Energy Supply, which owns and
operates electric generating facilities, and Allegheny Power,
which delivers low-cost, reliable electric and natural gas service
to about four million people in Pennsylvania, West Virginia,
Maryland, Virginia and Ohio. More information about Allegheny
Energy is available at http://www.alleghenyenergy.com/

                            *   *   *

As reported in the Troubled Company Reporter's February 19, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Allegheny Energy Inc. and its subsidiaries to stable from negative
with the pending refinancing of its bank loans, which alleviates
concerns associated with near-term refinancing risk.

At the same time, Standard & Poor's assigned its 'B' rating and a
recovery rating of '2' to the $1.3 billion secured credit facility
at Allegheny's generation subsidiary, Allegheny Energy Supply.
S&P's B rating suggests that Allegheny is vulnerable to non-
payment but the Company currently has the capacity to meet its
financial commitments.  Adverse business, financial, or economic
conditions would likely impair Allegheny's capacity or willingness
to meet its financial commitment on the obligation.  The
'2' recovery rating indicates Standard & Poor's expectation that
holders of the bank loan can expect substantial (80% to 100%)
recovery of principal in the event of a default.


ALLIANT TECHSYSTEMS: S&P Rates Planned $700M Credit Facility at BB
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Alliant Techsystems Inc.'s proposed $700 million secured credit
facility. A recovery rating of '1' was also assigned, indicating
that full recovery of principal is expected in a default scenario.
At the same time, Standard & Poor's affirmed its other ratings,
including the 'BB-' corporate credit rating, on the propulsion and
ammunition supplier. The outlook is stable. Alliant currently has
about $1 billion in debt outstanding.

"The ratings on Edina, Minnesota-based Alliant reflect its
somewhat aggressively leveraged balance sheet and active
acquisition program, but benefit from its leading market positions
and increases in defense spending," said Standard & Poor's credit
analyst Christopher DeNicolo. The company is the leading
manufacturer of solid rocket motors for space launch vehicles and
strategic missiles and is second in the market for tactical
missiles. In addition, Alliant is the largest provider of small-
caliber ammunition to the U.S. military and has strong positions
in tank and other types of ammunition.

Alliant is in the process of acquiring Mission Research Corp.,
which develops advanced technologies that address national
security and homeland defense requirements, including directed
energy, electro-optical and infrared sensors, and aircraft sensor
integration, with $170 million to $180 million in annual revenues.
Alliant plans to use its resources and experience with large
government contracts to leverage the technologies developed by MRC
in future programs. The acquisition is expected to close in March
2004. Alliant recently issued $280 million of convertible
subordinated notes to finance the acquisition, increasing debt to
capital to almost 70% from around 60% at Dec. 28, 2003; however,
most financial measures are likely to remain fairly stable.

Alliant's revenues have more than doubled since 2000 due mostly to
a series of acquisitions, which have also improved product and
program diversity. Recent acquisitions have focused on the high-
priority precision-guided munitions area, resulting in Alliant
being awarded a $223 million development contract for the Navy's
Advanced Anti-Radiation Guided Missile. This contract is
significant as it is the first time Alliant was named the prime
contractor for a major missile system. The company's ammunition
business is expected to benefit from government funding to
replenish stocks used in Iraq and Afghanistan. The firm's long-
lived programs and healthy funded backlogs ($3 billion at Dec. 28)
provide a high level of predictability to revenues and profits.
Alliant also produces the Reusable Solid Rocket Motors for the
Space Shuttle program, production of which has been slowed due to
the Columbia accident in February 2003. However, revenues from the
program have not been materially affected as NASA has continued
test and development work to retain the experienced employee base.
It is still too early to assess the impact of President Bush's
proposed missions to the Moon and Mars, but Alliant is well
positioned to participate in any future manned space launch
vehicle program.


ALPHA VIRTUAL: Beckman Kirkland Quits over Unreviewed SEC Filings
-----------------------------------------------------------------
On December 12, 2003, Beckman Kirkland & Whitney informed Alpha
Virtual Inc. that it was resigning as the Company's independent
accountant due to recent filings made by the Company with the
Securities and Exchange Commission without prior review by
Beckman.

Alpha Virtual conducted a series of discussions with Beckman
urging Beckman to reconsider its resignation. After several
discussions, Beckman did not indicate a consent to withdraw its
resignation. For this reason, on February 11, 2004, Alpha Virtual
retained A.J. Robbins, PC as it new independent accountants.

The reports of Beckman on the financial statements of Alpha
Virtual for the past two fiscal years contained a qualification
that there was substantial doubt about the Company's ability to
continue as a going concern. Other than the foregoing, the reports
contained no adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or
accounting principle.

At September 30, 2003, Alpha Virtual's balance sheet shows a
working capital deficit of about $1.1 million, and a total
shareholders' equity deficit of about $1 million.

Alpha Virtual, Inc., develops and markets innovative, real-time
Web collaboration products for business, consumer entertainment,  
education, and government markets. The Company's patent pending
OneViewTM product platform meets the growing demand for new multi-
user interactivity-integrating browser, Instant Messaging, and
real-time group collaboration in an on-demand basis.  

Veridicom designs, manufactures and distributes the FPS200 digital  
silicon fingerprint sensor and matching fingerprint algorithms,
used by PC OEMs and other makers of personal security devices.  
Veridicom also provides sensors to a variety of hardware PC
peripherals engineered to protect information accessed on a PC or
remotely through a network.  Based on security and biometric  
standards, these devices include USB peripherals, PCMCIA cards and  
smart-card readers. Veridicom also provides (SDK Software
Development Kits) and application software that complements its
authentication devices, enabling a complete personal security
solution.


AMERCO: Status of Lawsuit against PricewaterhouseCoopers LLP
------------------------------------------------------------
Before AMERCO filed for Chapter 11 protection, on April 21, 2003,
it filed, along with subsidiary U-Haul International, Inc., a
$2,500,000,000 complaint against PricewaterhouseCoopers LLP,
Michael O. Gagnon, Joseph A. Gross and Carol L. Brosgart, M.D.,
Terry M. and Gary R. Hulse, Randal S. and Juli Vallen in the U.S.
District Court of Arizona, for Maricopa County alleging
professional negligence, fraud, breach of covenant of good faith
and fair dealing, and tortious interference with contract and
business expectancy.  Amerco also blames PwC for its Chapter 11
filing.

To date, these events occurred:

   * On June 16, 2003, PwC asked the District Court to extend the
     deadline to respond to the Complaint to July 23, 2003,
     which Amerco objected to.  District Court Judge Paul A. Katz
     extended the deadline to July 15, 2003;

   * On July 15, 2003, PwC asked the Court to dismiss the
     Complaint for Amerco's failure to state claims:

     -- as to defendant Michael O. Gagnon, because Mr. Gagnon
        did not owe a duty of care to Amerco;

     -- for breach of fiduciary duty, because none of the
        defendants were Amerco's fiduciaries at the time of the
        alleged events;

     -- for fraud, because Amerco failed to allege adequately the
        necessary elements of intent and justifiable reliance;

     -- for violation of Arizona's consumer fraud statute,
        because Amerco failed to allege adequately the required
        consumer transaction and the required misrepresentation
        in connection with the sale or advertisement of
        merchandise; and

     -- for tortious interference with contract and business
        expectancy, because Amerco failed to alleged adequately
        the required element of intent and motive;

   * On August 4, 2003, Amerco refuted its failure to properly
     assert Claims and asked the District Court to deny PwC's
     dismissal request;

   * On September 8, 2003, Judge Katz ruled that he is taking
     the Dismissal Motion under advisement.  Judge Katz sets
     the trial for February 8, 2005 at 8:30 a.m.  All written
     discovery should be completed no later than October 8, 2004
     and all discovery must be completed on or before November 8,
     2004;

   * Judge Katz ruled on November 6, 2003 that the Fifth, Sixth
     and Seventh Claims for Relief are dismissed; but he denied
     PwC's request to dismiss the First, Third and Fourth Claims
     for Relief.

     The District Court finds that while Amerco and U-Haul may
     have a claim for common law fraud, they, as business
     enterprises, are not consumers within the purview of
     Section 44-1521 of the Arizona Consumer Fraud Act, and are
     thus not entitled to its protection.  The District Court
     further determined that there are no facts pled by Amerco
     and U-Haul showing direct dealings between PwC and third
     parties regarding their contracts with PwC;

   * By a November 18, 2003 Order, Judge Katz gave PwC until
     December 5, 2003 to answer to the First, Second, Third and
     Fourth Claims for Relief.  Both parties will have until
     January 16, 2004 to serve their Disclosure Statements
     pursuant to Rule 26.1 of the Arizona Rules of Civil
     Procedure;

   * On December 5, 2003, PwC, et al. answered the Complaint,
     categorically denying Amerco's allegations.  In fact, PwC
     alleged that:

     -- The Complaint fails to state a claim upon which relief
        can be granted;

     -- The causes of action are barred because Amerco and U-Haul
        released PwC, et al.;

     -- Amerco and U-Haul have waived any and all claims against
        PwC, et al.;

     -- Amerco and U-Haul are estopped from maintaining any
        claims against PwC, et al.;

     -- Any loss Amerco and U-Haul suffered as alleged in the
        Complaint was caused, in whole or in part, by culpable
        conduct attributable to them;

     -- Amerco and U-Haul's claims are barred in whole or in
        part by the doctrine of unclean hands;

     -- Amerco and U-Haul's claims are barred in whole or in
        party by the applicable statute of limitations;

     -- Under principles of contribution and indemnification,
        persons or entities other than PwC, et al. are in whole
        or in part responsible for whatever damages, if any,
        Amerco and U-Haul may have sustained;

     -- Amerco and U-Haul failed to exercise reasonable and
        ordinary care, caution or prudence to avoid any alleged
        injury, which failure proximately caused any alleged
        damages.  The damages, if any, of Amerco and U-Haul
        resulting from lack of due diligence by them or by their
        agents or representatives, and Amerco and U-Haul's
        damages are barred in whole or in party by comparative
        fault;

     -- Third parties failed to exercise reasonable and ordinary
        care, caution or prudence to avoid any alleged injury,
        which failure proximately caused any alleged damages to
        Amerco and U-Haul.  The damages, if any, of Amerco and
        U-Haul resulted from lack of due diligence by third
        parties, and Amerco and U-Haul's damages are barred in
        whole or in part by comparative fault;

     -- Any and all alleged actions or failure to act by PwC, et
        al. were not the proximate cause of the damages, if any,
        suffered or to be suffered by Amerco and U-Haul.  The
        damages, if any, were proximately caused by Amerco and
        U-Haul, third parties, or both;

     -- Amerco and U-Haul are barred from recovering the alleged
        damages they seek by the Complaint because they failed
        to take reasonable, necessary, appropriate and feasible
        steps to mitigate the acts of damages alleged;

     -- The damages Amerco and U-Haul alleged were proximately
        caused because the assumed known risks.  Amerco and
        U-Haul were aware of reasonable risks inherent in the
        activities in which they engaged and voluntarily engaged
        in those activities.  The reasonable assumption of risk
        completely bars recovery of any alleged damages against
        PwC, et al.;

     -- The causes of action are barred by their breach of the
        implied covenant of good faith and fair dealing;

     -- The causes of action are barred for non-fulfillment of
        conditions precedent to any alleged agreement between
        Amerco and U-Haul and PwC, et al.;

     -- The causes of action are barred by Amerco and U-Haul's
        breach of any alleged agreement with PwC, et al.;

     -- The causes of action are barred because PwC, et al.'s
        consent to any alleged agreement between the parties was
        obtained solely through PwC, et al.'s mistaken belief
        regarding a material fact or facts;

     -- The causes of action are barred because any of the
        purported actionable conduct of PwC, et al. was taken as
        a result of misrepresentations by Amerco and U-Haul;

     -- PwC, et al. justifiably relied on Amerco and U-Haul's
        representations;

     -- The conduct Amerco and U-Haul alleged does not
        constitute an appropriate basis for imposing punitive
        damages against PwC, et al., and the award of Amerco and
        U-Haul's request for punitive damages would violate
        federal constitutional due process standards.  In
        addition, Amerco and U-Haul's claims for punitive
        damages are barred since PwC, et al. lacked the
        requisite "evil mind" or equivalent motive necessary to
        establish punitive damages;

     -- The causes of action are barred because Amerco and
        U-Haul knew the facts that they now allege were
        concealed or misrepresented;

     -- Amerco and U-Haul's request for jury trial has been
        waived pursuant to the agreement of the parties; and

     -- PwC, et al. reserve their right to file a cross-
        complaint;

   * On December 11, 2003, Judge Katz set June 1, 2004 as the
     deadline for the parties to designate their expert
     witnesses and July 1, 2004 as the deadline for the parties
     to designate their rebuttal expert witnesses;

   * On December 19, 2003, PwC filed a Complaint for common law
     fraud against Edward and Sylvia Shoen, Mark and Charlene
     Shoen, SAC Self-Storage Corporation, Two SAC Self-Storage
     Corporation, Three SAC Self-Storage Corporation, Six SAC
     Self-Storage Corporation; SAC Holding Corporation, SAC
     Holding II Corporation, James and Mary Shoen, Charles and
     Sally Bayer, John P. Brogan, William and Mary Carty, John
     Dodds and Barbara Edstrom, James and Mary Joe Grogan, and
     M. Frank and Helen Lyons.  PwC complained that:

     -- Edward Shoen, Mark Shoen and the SAC Entities falsely
        represented to PwC that the required contributions of
        capital had been made and registered to the SAC Entities
        to keep the SAC Entities' transaction off Amerco's
        Balance Sheet;

     -- The Shoen and SAC Defendants falsely represented to PwC,
        to Amerco's employees and to the investing public that
        funds generated by the SAC Entities would be for the
        benefit of the children of Amerco's employees; and

     -- The members of Amerco's Board of Directors, Edward
        Shoen, James Shoen, Charles Bayer, Frank Lyons, James
        Grogan, John Brogan and John Dodds, falsely represented
        to PwC that its independence was not impaired and that
        Amerco's litigation threat was unauthorized and would
        never be carried out;

   * On January 16, 2004, Amerco filed a Motion to Dismiss the
     Common Law Fraud Complaint for failure to state claims upon
     which relief may be granted;

   * On January 16, 2004, the Shoen Defendants asked the District
     Court to dismiss the Common Law Fraud Complaint because:

     -- PwC has not alleged and cannot allege a proper third-
        party claim;

     -- PwC has not alleged and cannot allege reasonable
        reliance in support of its fraud claims;

     -- PwC cannot allege, as a matter of law, that the Board
        Resolution proximately caused the damages PwC claims
        under its third claim; and

     -- all three of PwC's claims fail to allege and cannot
        allege fraud with the particularity required by Section
        9(b) of the Arizona Rules of Civil Procedure;

   * On January 16, 2004, the SAC Defendants also asked the
     District Court to dismiss with prejudice the Common Law
     Fraud Complaint, incorporating the Shoen Defendants' and
     Amerco's arguments in their Motion to Dismiss; and

   * On February 9, 2004, PwC objected to the three Motions to
     Dismiss its Common Law Fraud Complaint.

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities. (AMERCO Bankruptcy News, Issue No.
21; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN BULLION: Closes Private Placement Financing with bcMetals
------------------------------------------------------------------
bcMetals Corporation completed its previously announced
subscription to 4,000,000 units of American Bullion Minerals Ltd.
(ABML) at $0.15 per unit. Each unit consists of one ABML common
share and one warrant to purchase another ABML common share at
$0.15 until March 5, 2006. bcMetals also closed a $1.525 million
secured loan, bearing interest at 6%, and maturing June 30, 2004,
with ABML through ABML's Receiver as it is currently operating in
receivership. bcMetals will receive 333,333 common shares as a
bonus for making the loan.

ABML holds a 30% reversionary interest in bcMetals' Red Chris
copper-gold porphyry project that entitles it to a 30% working
interest after repayment to bcMetals of all costs (including the
repayment of all debt financing) required to bring the project to
production. The investment represents a 26.2% interest ABML
(40.6% as the warrants are exercised), and effectively increases
bcMetals ownership interest in the Red Chris project.

bcMetals plans to assist ABML in resolving outstanding claims
from its various creditors and in re-listing its shares on the
TSX Venture Exchange upon the resignation of ABML's current Board
of Directors and the appointment or election of a new Board.


ANC RENTAL: Proposes Adversary Management Procedures
----------------------------------------------------
Joseph Grey, Esq., at Stevens & Lee, in Wilmington, Delaware,
informs the Court that prior to November 13, 2003, the ANC Rental
Corporation Debtors sent demand letters to approximately 3,000
entities in respect of payments the Debtors made to these parties
within the 90-day period prior to the Petition Date.  In addition,
the Debtors instituted 1,067 adversary proceedings seeking to
avoid and recover preferential transfers and fraudulent
conveyances.

By this motion, the Debtors ask the Court, pursuant to Sections
102, 105, 547, 548 and 550 of the Bankruptcy Code and Rules 7004,
7012, 7016, 9006 and 9019 of the Federal Rules of Bankruptcy
Procedure, to establish procedures in connection with the
prosecution and settlement of various avoidance actions on their
behalf.  

The proposed procedures govern all preference and fraudulent
conveyance claims asserted under Sections 547, 548 and 550 of the
Bankruptcy Code, whether via demand letter or lawsuit including:

   (1) granting the Debtors the ability to extend the time to
       move and answer the complaint in any Avoidance Action and
       eliminating the requirement of filing stipulations or
       involving the Court in the extensions;

   (2) eliminating the requirement of a scheduling conference
       pursuant to Bankruptcy Rule 7026(f);

   (3) modifying time limits with respect to certain service and
       filing requirements;

   (4) substituting the liquidating trust to be established
       pursuant to the Plan as plaintiff in all of the pending
       Avoidance Actions without the need for filing any further
       documentation; and

   (5) establishing procedures pursuant to which the Debtors
       would be permitted to settle Avoidance Actions without the
       requirement of noticing all creditors or bringing each of
       the proposed settlements before the Court for approval
       pursuant to Bankruptcy Rule 9019.

Absent these procedures, Mr. Grey contends that it will be
extremely difficult for the Debtors to prosecute the preference
claims in an efficient and timely manner and more difficult for
the Court to administer these adversary proceedings.  The
procedures requested would minimize the administrative costs to
the estates including, among other things, the cost and expense
of having to serve every creditor with what could amount to
hundreds or upwards of a thousand motions for approval of
settlements.  The Debtors believe that adopting these procedures,
which the Official Committee of Unsecured Creditors approved,
will inure to the creditors' benefit by reducing the cost and
expense of administering these adversary proceedings.

Mr. Grey asserts that a general order establishing streamlined
procedures concerning responding to the complaint and settlement
procedures -- including a limited notice list -- will result in
substantial financial savings for the estates because, absent an
order, the cost of preparing and filing thousands of stipulations
with respect to extensions of time to respond to the complaint as
well as serving all of the Debtors' thousands of creditors with
each settlement will be prohibitive.  In addition, the
streamlined settlement procedures -- particularly eliminating the
need to seek Court approval of every settlement -- will promote
settlements because they may obviate the need for defendants to
retain outside counsel during the settlement process.  Often, not
having to expend substantial resources for outside counsel is a
major consideration in a party's willingness to settle quickly.

Mr. Grey further points out that a modification of the time
restrictions applicable to certain service and filing
requirements is necessary for orderly prosecution of the
Preference Actions, specifically:

   (1) extending the time to serve a summons and complaint from
       10 to 20 days from the date the summons is issued -- and,
       concomitantly, extending the time for defendant to answer
       from 30 to 40 days from the date the summons is issued;

   (2) extending the time to file a proof of service from three
       to 30 days; and

   (3) extending the time to serve the summons and complaint from
       120 to 240 days after the date the complaint was filed.

While the Debtors intend to make every effort to adhere to the
time requirements in the Bankruptcy Rules, experience in other
large bankruptcy cases with many avoidance actions teaches that
compliance with the time restrictions in every single adversary
proceeding is extremely difficult.  Often, Mr. Grey notes, this
is due to circumstances beyond the Debtors' control including,
among other things, the inability to serve the defendant the
first time around because it has moved and the new address, if
any, is difficult to ascertain.

                       Procedures Governing
                 Prosecution of Preference Actions

With respect to the prosecution of any Avoidance Action where an
adversary proceeding has been commenced, the Debtors seek an
order providing:

   (1) Either the Debtors, or the "Liquidating Trust" to be
       formed following the Effective Date of the Plan, may in
       their sole discretion, extend the time to take any action
       required under the Bankruptcy Rules including but not
       limited to the time to move and answer the complaint and
       that no Court order is required to effectuate the
       extensions;

   (2) The time limit set forth in Rule 4(m) of the Federal Rules
       of Civil Procedure made applicable by Bankruptcy Rule
       7004(a) to effectuate service of the summons and
       complaint in any Preference Action is extended from 120
       days to 240 days from the filing of the complaint;

   (3) The mandatory meeting before scheduling conference and
       discovery plan pursuant to Rule 7026(f) of the Federal
       Rules of Bankruptcy Procedure is not applicable in any
       Preference Action; and

   (4) Subsequent to the Effective Date, the Liquidating Trust
       will be deemed substituted as plaintiff in all of the then
       pending Avoidance Actions without the need for filing any
       further documentation.

Any party to an Avoidance Action may, for good cause shown and
where circumstances warrant, seek a modification of the terms
contained in the proposed procedures with respect to that
particular Avoidance Action.

                      Settlement Procedures

With respect to the settlement of any Avoidance Action, whether
or not an adversary proceeding has been commenced, the Debtors
seek an order providing that:

   (1) With respect to the settlement of any Avoidance Action
       where the amount demanded is $100,000 or less, regardless
       of whether an adversary proceeding was commenced or not,
       the Debtors will be authorized to consummate the proposed
       settlement without Court order or giving notice to, or
       receiving consent from, any other party and, where an
       adversary proceeding was commenced, upon consummation of
       the settlement the Debtors will dismiss the Avoidance
       Action:

       (a) if no answer has been filed, by the filing of a Notice
           of Dismissal pursuant to Rule 7041(a)(1)(i) of the
           Federal Rules of Bankruptcy Procedure; and

       (b) if an answer has been filed, by the filing of a
           Stipulation and Order of Dismissal pursuant to
           Bankruptcy Rule 7041(a)(1)(ii).

   (2) With respect to the settlement of any Avoidance Action
       where the amount demanded is greater than $100,000 but no
       more than $250,000, regardless of whether an adversary
       proceeding has been commenced, service of notice of any
       proposed settlement will be effected by overnight mail,
       fax or e-mail and will be limited to the Creditors
       Committee's counsel.  If no written objection is received
       from the Creditors Committee within seven business days
       from the date of service, the Debtors will be authorized
       to consummate the proposed settlement without Court order
       or consent of any other party and, where an adversary
       proceeding was commenced, upon consummation of the
       settlement, the Debtors will thereafter dismiss the
       Avoidance Action:

       (a) if no answer was filed, by the filing of a Notice of
           Dismissal pursuant to Bankruptcy Rule 7041(a)(1)(i);
           and

       (b) if an answer has been filed, by the filing of a
           Stipulation and Order of Dismissal pursuant to
           Bankruptcy Rule 7041(a)(1)(ii).

       In the event the Creditors Committee serves a written
       objection within the requisite time, the Debtors may move
       for Court approval of the settlement pursuant to
       Bankruptcy Rule 9019 upon limited notice to the Creditors
       Committee, the Office of the United States Trustee and the
       defendant in that particular Avoidance Action.

   (3) With respect to the settlement of any Avoidance Action
       where the amount demanded is above $250,000, regardless
       of whether an adversary proceeding has been commenced,
       the Debtors will be required to move for Court approval
       of the settlement pursuant to Bankruptcy Rule 9019 upon
       limited notice to the Creditors Committee, the Office of
       the United States Trustee, and the defendant in that
       particular Avoidance Action.  No hearing on the 9019
       motion will be required unless a timely objection to the
       proposed settlement will be filed and served in conformity
       with the terms of the notice of hearing.  If no hearing is
       required, the Court will approve the proposed settlement
       upon the filing with the Court of a certification of no
       objection; and

   (4) Within 30 days of the Plan's effective date, the Debtors
       will submit to the Court, the trustee of the Liquidating
       Trust, the Creditors Committee and the Office of the
       United States Trustee a status report setting forth the
       Avoidance Actions settled and the amount of each
       settlement.

Mr. Grey argues that a general order governing settlement
procedures is imperative.  Absent the order, the Court's docket
will be clogged unnecessarily with hearings on Bankruptcy Rule
9019 motions and the Debtors will incur enormous and unnecessary
expenses in serving the motion papers on all creditors.  In
addition, by allowing the Debtors to settle the smaller Avoidance
Actions, where the demand is less than $100,000 -- which number
in the hundreds -- without the need to notice any parties, the
proposed order will enable the Debtors' counsel to devote their
resources to resolving the next case, rather than tending to the
administration of those cases that were already settled.

Moreover, there will be no prejudice to any interested party by
reason of the requested settlement procedures.  The Creditors
Committee will get notice of settlements in the larger Avoidance
Actions and, in the event it has a question or objection, it is
anticipated that the Creditors Committee's counsel will
communicate with the Debtors' counsel prior to the expiration of
the seven-business day period -- which, the Debtors submit, is
more than adequate time -- to discuss the settlement.  If the
question or objection is not addressed to the Creditors
Committee's satisfaction, then, it may serve and file a written
objection and compel the Debtors to bring the settlement before
the Court for approval on notice to the Creditors Committee and
the Office of the United States Trustee, should the Debtors
decide to seek approval notwithstanding the filed objection.

The proposed Order also provides that subsequent to the effective
date of the Plan, the Liquidating Trust will only be required to
seek Court approval of any settlements of Avoidance Actions as
provided in the provisions of the Plan which incorporates by
reference the provisions of the Liquidating Trust Agreement.
Section 12.1 of the Liquidating Trust Agreement provides that the
Bankruptcy Court will only be required to preside over
settlements of where the gross claim in question exceeds
$5,000,000, where the settlement exceeds $500,000 or the
Liquidating Trust and the settling party both request Bankruptcy
Court approval.

Mr. Grey states that it is important to note that the proposed
settlement procedures will not preclude the Court from keeping
close tabs on the status of the Avoidance Actions, as the
proposed procedures require the Debtors to file with the Court
and to serve on the Creditors Committee and the Office of the
United States Trustee a report of all recoveries within 30 days
of the effective date of the Plan.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). Brad Eric Scheler, Esq., and
Matthew Gluck, Esq., at Fried, Frank, Harris, Shriver & Jacobson,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$6,497,541,000 in assets and $5,953,612,000 in liabilities. (ANC
Rental Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANNUITY & LIFE RE: Full Year 2003 Net Loss Tops $132 Million
------------------------------------------------------------
Annuity and Life Re (Holdings), Ltd. (NYSE: ANR) reported its
financial results for the three and twelve month periods ended
December 31, 2003. In addition, it reported that it would restate
its third quarter 2003 financial results to correct an accounting
error related to its annuity reinsurance contract with
Transamerica.

While preparing its financial statements for the fourth quarter of
2003, the Company discovered an error in its previously reported
results for the third quarter of 2003. In the third quarter, the
Company incorrectly released approximately $3.8 million of
liabilities associated with its Transamerica annuity reinsurance
contract. The Company plans to file an amended Form 10-Q later
this week. The amended filing will reflect an increase in
previously reported liabilities and will reduce previously
reported net income of $33,392 to a loss of $(3,786,905), or a
$3,820,297 reduction. Because the Company's policy is not to
increase deferred acquisition costs previously amortized, the
restatement of the third quarter financial results will not
increase the amount of the deferred acquisition costs asset
recorded by the Company at September 30, 2003 or at December 31,
2003.

The Company also reported a net loss of $7,177,423 or $(0.28) per
fully diluted share for the three month period ended December 31,
2003 as compared to a net loss of $99,879,901 or $(3.88) per fully
diluted share for the three month period ended December 31, 2002.
The net loss in the fourth quarter of 2003 was primarily the
result of a $3.5 million loss from MetLife's recapture of its life
reinsurance agreement with the Company, $1.6 million of reported
claims in excess of those anticipated at the time of recapture on
certain life reinsurance agreements that were recaptured earlier
in the year, an increase in the Company's reserves for GMDB/GMIB
exposure of $0.8 million, and the establishment of a $0.6 million
reserve for estimated exposure to claims that have initially been
denied by the Company's ceding companies but may ultimately be
paid. These items were partially offset by a $1.8 million
favorable change in the fair value of the embedded derivative
associated with one of the Company's annuity reinsurance
agreements.

Net realized investment losses for the three month period ended
December 31, 2003 were $101,432 or $(0.00) per fully diluted share
as compared with net realized investment gains of $8,935,951 or
$0.35 per fully diluted share for the three month period ended
December 31, 2002.

The Company also reported a net loss of $132,155,584 or $(5.11)
per fully diluted share for the twelve month period ended December
31, 2003 as compared to a net loss of $128,887,285 or $(5.01) per
fully diluted share for the twelve month period ended December 31,
2002. The net loss for the twelve months ended December 31, 2003
includes the restatement of the Company's third quarter results
discussed above.

Unrealized gains on the Company's investments declined to
$1,840,849 as of December 31, 2003 from $2,211,223 at September
30, 2003. The Company's investment portfolio currently maintains
an average credit quality of AA. Cash used by operations during
2003 was $(112,176,985) compared to $(33,187,656) for 2002. At
December 31, 2003, virtually all of the Company's invested assets
were pledged as collateral for the benefit of its U.S. based
cedents. Book value per share at December 31, 2003 and September
30, 2003 was $5.11 and $5.39, respectively. Tangible book value,
which the Company defines as GAAP book value excluding deferred
acquisition costs, was essentially unchanged at $2.50 at December
31, 2003 as compared to $2.56 at September 30, 2003. The figures
provided for September 30, 2003 reflect the restatement described
above.

Jay Burke, Chief Executive Officer of the Company, commented,

"This quarter's results, while a loss, reflect significant
progress toward stabilizing our Company. We incurred a charge from
the MetLife recapture, but have now put the MetLife contract and
its related expense and resource drain behind us. While we
received more death claims than we anticipated on a few treaties
that were recaptured earlier this year, exposure to any additional
deterioration on these treaties should be minimal. The MetLife
recapture was effective May 5, 2003 so we already have seven
months of claims reported to us.

"We regret that we had to restate our third quarter 2003 financial
results. While the restatement increases our loss for the year, it
is important to note that the restatement does not change our view
that the Transamerica contract should breakeven or produce a very
small profit in the future.

"We are still holding a large portion of our general account
investment portfolio in very short duration assets because of the
low interest rate environment and the risk that interest rates may
rise. The low interest rate environment is hindering our ability
to restructure our portfolio to improve our yield. We plan to
continue to hold a relatively large portion of our assets in very
short duration investments until interest rates rise or we
conclude they are not going to rise in the foreseeable future. We
expect our expense reduction efforts to begin taking hold in the
second quarter of 2004.

"As of December 31, 2003 our unsecured letter of credit facility
at Citibank stood at approximately $15 million. In February 2004,
we fully secured our outstanding letters of credit with Citibank.
We thank Citibank for their support through our more difficult
times. Also in February, we paid Transamerica substantially all
amounts it claimed were owed by the Company, subject to a $5
million offset for investment related expenses we felt were owed
to us by Transamerica. Transamerica has demanded arbitration,
asserting that the $5 million offset is not justified and that the
Company owes interest on the amounts that Transamerica alleged
were due.

"I continue to caution that the Company continues to face other
significant issues as well. We still have the pending shareholder
litigation, GMDB/GMIB exposure and unresolved collateral demands
associated with our reinsurance agreement with CIGNA, and, while
we have narrowed the gap in our dispute with Transamerica, we
still have the economic exposure from that agreement to contend
with.

"Now that the MetLife arbitration is resolved, we have begun a
review of potential products that we may be able to market in the
future. While we are in the early stages of assessing whether we
can, should, or will begin selling new products, and while it may
take time to come to fruition, the good news is we feel we are now
in a position to at least consider the possibility.

"If we can reposition our general account investment portfolio to
achieve a substantially higher yield within our investment
guidelines, successfully defend ourselves against the shareholder
class action suit, and improve the long run returns on the
Transamerica portfolio, we believe we can achieve breakeven or a
very modest profit in 2004. Our failure to achieve any one of
these objectives could have a material adverse effect on our
financial condition and results of operations."

               Life Segment Results

Life segment loss for the three month period ended December 31,
2003 was $6,530,547, as compared with a segment loss of
$71,034,774 for the comparable prior period of 2002. As mentioned
above, major contributors to the current quarter's loss include a
$3.5 million loss from Met Life's recapture of its life
reinsurance agreement, $1.6 million of reported claims in excess
of those anticipated at the time of recapture on certain life
reinsurance agreements that were recaptured earlier in the year,
and the establishment of a $0.6 million reserve for estimated
exposure to claims that have initially been denied by the
Company's ceding companies but may ultimately be paid.

               Annuity Segment Results

Annuity segment income was $4,996 for the three month period ended
December 31, 2003, as compared with a loss of $(33,191,785) for
the comparable prior period of 2002. The major contributor to the
current quarter's income was a favorable change in the fair value
of embedded derivatives of $1.8 million offset in part by an
increase of $0.8 million in reserves for GMDB/GMIB exposure.

               Corporate Segment Results

Corporate segment loss for the three month period ended December
31, 2003 was $651,872, as compared with segment income of
$4,346,658 for the comparable prior period of 2002. The primary
reason for the significant decline in income was a decrease in
realized capital gains from $8,935,951 in the fourth quarter of
2002 to a realized loss of $101,432 in the current quarter. The
fourth quarter of 2002 also includes approximately $4.5 million in
costs associated with efforts to raise capital.

               Conference Call Information

The Company's previously announced March 12, 2004 conference call
to discuss its earnings for the quarter and year ended December
31, 2003 has been rescheduled to March 9, 2004, at 9:00 a.m.
Eastern Time. The call will be available for replay for seven days
following the conference call. The replay numbers are:

          719-457-0820 or 888-203-1112, Code # 468985

Annuity and Life Re (Holdings), Ltd. provides annuity and life
reinsurance to insurers through its wholly owned subsidiaries,
Annuity and Life Reassurance, Ltd. and Annuity and Life
Reassurance America, Inc.

                        *    *    *

As previously reported, Fitch Ratings withdrew its 'C' insurer
financial strength rating on Annuity & Life Reassurance, Ltd.

The rating was withdrawn due to the company's announcement earlier
this year that it had ceased writing new business and had notified
its existing reinsurance clients that it could not accept
additional cessions under previously established treaties.

                  ENTITY/ISSUE/ACTION/PRIOR RATING

           Annuity & Life Reassurance, Ltd.

               -- Insurer financial strength Withdrawn/'C'


AQUILA INC: Will Webcast 2003 4th Quarter and FY Results Today
--------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) will conduct a conference call and webcast
to discuss 2003 fourth quarter and full-year results today, March
10 at 10:30 a.m. Eastern Time.

Participants will be Chairman and Chief Executive Officer Richard
C. Green, Chief Operating Officer Keith Stamm and Chief Financial
Officer Rick Dobson. The speakers will also discuss Aquila's
operations and restructuring, including the company's progress on
the sale of non-core assets.

To access the live webcast, go to Aquila's website at
http://www.aquila.com/and click on "Investors" at least five  
minutes prior to the presentation.

For those unable to access the live broadcast, replays will be
available for two weeks, beginning approximately two hours after
the presentation. Web users can go to the Investors section of the
Aquila website at http://www.aquila.com/and choose "Presentations  
& Webcasts." Replay also will be available by telephone through
March 17 at 800-405-2236 in the United States, and at 303-590-3000
for international callers. Callers need to enter the access code
570522 when prompted.

Based in Kansas City, Mo., Aquila, Inc. (S&P, B+ Credit Facility
Rating, Negative) operates electricity and natural gas
distribution networks serving customers in seven U.S. states and
two Canadian provinces. The company also owns and operates power
generation assets. At December 31, 2003, Aquila had total assets
of $7.6 billion. Go to http://www.aquila.com/


ARMOR HOLDINGS: Receives New $15 Million US Army Air Warrior Order
------------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH) received an accelerated contract
for the U.S. Army's Air Warrior Clothing and Individual Equipment
(CIE) program as well as an expected contract for additional
equipment for armoring kits for the HMMWV. The total award under
the two contracts is approximately $15 million.  The Company noted
that approximately $10 million of this expected revenue was
contemplated by prior guidance for 2004 revenues.

                   Air Warrior Contract

The Air Warrior order represents the second production delivery
order associated with a five year Indefinite Delivery and
Indefinite Quantity (IDIQ) contract that was received in 2003 by
Armor Holdings' Simula subsidiary.  The order includes an
accelerated delivery schedule to replace equipment used by
U.S. Army aviators during an upcoming force rotation.

The Air Warrior program is one of the largest development and
production programs for U.S. Army aircrew personnel equipment.  It
is designed to improve both their performance and survivability.  
The program includes all the equipment worn by an Army aviator,
including communication and data equipment as well as protection
and survivability equipment.  The development of this program
began in 1993 and the Army began awarding production contracts in
2003.  The program is expected to provide U.S. Army aircrews with
equipment through 2018.  Simula's award of the CIE program
represents a portion of the Air Warrior system that includes body
armor and load bearing equipment that will carry survival and
first aid items.  For over-water missions, the CIE program
includes flotation devices and a raft carrier.

              HMMWV Armor Components Contract
    
Under the contract for HMMWV kit components, Armor Holdings'
O'Gara-Hess & Eisenhardt subsidiary will supply the U.S. Army with
additional gunner shields, armored overlay doors and bullet-
resistant windscreen field kits. Work under the contract is
expected to be completed in 2004.

Robert Mecredy, Aerospace and Defense Group President for Armor
Holdings, Inc., commented, "Our business is proud to support the
U.S. Army's Air Warrior program and its commitment to force
protection through the armoring of light tactical vehicles.  We
are dedicated to developing and delivering a wide range of
personnel safety systems and these programs are an important part
of our business."

               About Armor Holdings, Inc.
    
Armor Holdings, Inc. (NYSE: AH) (S&P, BB Corporate Credit Rating,
Stable),  is a diversified manufacturer of branded products for
the military, law enforcement, and personnel safety markets.
Additional information can be found at:

                 http://www.armorholdings.com/


ASIA PACIFIC WIRE: Appoints Jeffrey Too as Chief Executive Officer
------------------------------------------------------------------
Asia Pacific Wire & Cable Corporation Limited (APWC; OTC Bulletin
Board: AWRCF) has appointed Charles Han, a director and the Chief
Operating Officer of APWC, as Chairman and Jeffrey Too as Chief
Executive Officer.

Mr. Han replaces Tom Tung and Mr. Too replaces David Sun who has
stepped down as CEO and recommended Mr. Too for this position.

               Recent Litigation Developments

As previously disclosed, APWC and its parent company, Pacific
Electric Wire & Cable Co., Ltd. (PEWC), have been prosecuting a
civil action in the United States Federal Court for the Southern
District of New York against Set Top International Inc., a British
Virgin Islands company, Mr. Tom Tung, the former chairman of APWC
and PEWC, and certain associated parties, in connection with an
attempted transfer of a controlling interest in APWC to Set Top
through a series of transactions which the Company has alleged, in
the civil action, have involved self-dealing, breach of contract
and fraud.

On February 20, 2004, APWC's and PEWC's request for a preliminary
injunction to halt the transfer of shares to Set Top was denied by
the Court of Appeals for the Second Circuit and the action is
continuing based on APWC's and PEWC's claims for monetary damages
and return of the shares. APWC and PEWC intend to continue to
vigorously prosecute this action; however, Set Top has issued a
notice that it intends to conduct a public sale on March 10, 2004
of 50.44% of the issued and outstanding common shares of APWC,
which, if completed, would be expected to result in a change of
control of the Company.

Regardless of the outcome of that announced sale, APWC and PEWC
intend to continue to seek to set aside the transactions pursuant
to which Set Top alleges it acquired the rights to the APWC
shares.

          Recent Financial Developments at APWC and PEWC

In connection with the restructuring of certain demand obligations
totaling approximately $23.8 million owed by APWC, or one or more
of its subsidiaries, to PEWC or one of its subsidiaries, the PEWC
lenders have granted to the APWC borrowers a repayment extension
of three years, which has been secured by a pledge of the stock of
certain key APWC subsidiaries.

In particular, APWC has pledged its share holdings in APWC General
Holdings Limited (AGH) to PEWC Singapore Company (Private) Limited
(PSC) as security for the existing loan of US$1 million and for
the guarantee of other US$7.8 million existing loan facilities
extended by PSC to APWC other group companies. AGH is a wholly
owned subsidiary of APWC. PSC is a 100% owned subsidiary of PEWC.
With the pledge as described herein, APWC and its other group
companies are able to secure a three-year extension of the debt
obligations due to PSC.

The loans, as restructured, are accruing interest at market rates.
Among other provisions, the loans provide that a change of control
of APWC will constitute a default and thereby entitle PEWC to
demand payment of the indebtedness and to otherwise exercise it
rights as a secured lender in the event the loans are not repaid.

               About Asia Pacific Wire & Cable

Asia Pacific Wire & Cable Corporation is a leading manufacturer of
wire and cable products for the telecommunications and power
industries in selected markets in the Asia Pacific Region.


AURORA FOODS: R2 Fails to Obtain Stay of Plan Confirmation Order
----------------------------------------------------------------
R2 Top Hat, Ltd. tells Judge Walrath that the Aurora Foods Debtors
intend to consummate the transactions provided for in the
confirmed Plan by mid-March 2004.  R2 Top Hat anticipates that, if
the Plan were so consummated, the Debtors or the Official
Committee of Unsecured Creditors would seek to avoid an appellate
review on the merits and contend that the doctrine of equitable
mootness requires that R2 Top Hat's appeal be dismissed.  For
these reasons, R2 Top Hat asks Judge Walrath to stay the
Confirmation Order pending a ruling on its appeal.

Steven K. Kortanek, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers, LLP, in Wilmington, Delaware, contends that the stay is
appropriate because R2 Top Hat's appeal is far from frivolous and
a substantial possibility exists that the Confirmation Order will
be reversed on appeal.  Furthermore, Mr. Kortanek asserts that:

   -- R2 Top Hat presents a strong appellate case by the Debtors'
      failure to totally meet certain Section 1129 provisions;

   -- R2 Top Hat will suffer irreparable harm absent the stay;

   -- the Debtors and the other parties-in-interest will not
      suffer substantial harm if the stay is granted; and

   -- the public interest favors the promulgation and pursuit of
      a legitimate Plan that complies with the law.

On the other hand, Mr. Kortanek notes that the stay pending
appeal could be rendered unnecessary -- and the interests of both
the Debtors and R2 Top Hat accommodated -- if the Debtors simply
reserved $6,850,000, as is frequently done in cases where a claim
objection is not resolved prior to plan consummation.  This
alternative would allow the Plan to be consummated, and the
merger on which it is based to be completed, before the end of
March 2004, while ensuring that R2 Top Hat would not be denied
its right to substantive appellate review.

R2 Top Hat believes that the Debtors will have more than enough
cash and borrowing availability to fund the reserve.  The
$6,850,000 is a small fraction of the overall consideration
provided under the Plan.  Moreover, the New Equity Investors --
JPMorgan Partners, LLC and J.W. Childs Equity Partners III, LP --
stand to gain immediate economic benefits far in excess of the
incremental additional obligation that would arise if R2 Top
Hat's contract rights are vindicated on appeal.

                         Debtors Object

The Debtors ask the Court to deny R2 Top Hat's request because it
has not satisfied the criteria for a stay pending appeal.  Eric
M. Davis, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, points out that:  

   (a) R2 Top Hat cannot demonstrate that it is likely to prevail
       on the merits of its appeal;

   (b) R2 Top Hat has not shown that it will suffer irreparable
       injury absent a stay pending appeal;

   (c) A stay pending appeal may cause substantial harm to the
       Debtors and other interested parties by jeopardizing a
       sophisticated and complicated merger transaction; and

   (d) R2 Top Hat is not entitled to a stay pending appeal
       because a stay would harm the public interest.

According to Mr. Davis, R2 Top Hat failed to show any irreparable
harm, other than its claim of mootness.  In contrast, the delay
resulting from a stay of the Confirmation Order poses a serious
threat to the completion of the merger, which is the economic
linchpin of the Plan.  Public interest also requires that the
Court not grant a stay pending appeal so that the Debtors may
undertake a successful restructuring.

In the event the Court stays the Confirmation Order, the Debtors
insist that R2 Top Hat must post a bond for $359,000,000, which
is the difference between the enterprise value of the Reorganized
Debtors and the liquidation value of the estate plus other costs.  
This is to protect all parties-in-interest from potential losses
they might sustain during the appeal.

                 Committee Supports the Debtors

On behalf of the Official Committee of Unsecured Creditors, Elihu
Ezekiel Allinson, III, Esq., at Potter Anderson & Corroon, LLP,
in Wilmington, Delaware, tells the Court that R2 Top Hat's
discussion of the balance of harms fails to acknowledge the
substantial costs that the Debtors, their creditors and other
parties will incur if the Confirmation Order is stayed.  If the
stay is granted, Crunch Equity Holding LCC will exercise its
option to withdraw from the transaction because of uncertainty by
delay of the consummation of the plan and other concerns.

R2 Top Hat fails to acknowledge that by the terms of the October
Amendment, delay in payment beyond March 31, 2004 will increase
the payable amount of the Excess Leverage and Asset Sale by about
$20,000,000 even if R2 Top Hat loses its appeal.  R2 Top Hat also
ignores other costs to the Debtors and third parties associated
with delay, including additional administrative expenses of the
bankruptcy and interest on financing obtained by CEH LLC.

Nevertheless, in the event a stay is granted, the Committee finds
the amount of the required bond suggested by the Debtors
insufficient.

"If for any reason R2's motion is granted, R2 should be required
to post a bond in excess of $525.9 million as a condition for
obtaining a stay," Mr. Allinson says.

                          No Stay

Judge Walrath declines R2 Top Hat's request invitation to impose
a stay pending appeal.  The Debtors are free to consummate and
take the plan effective pursuant to its terms.  Judge Walrath's
ruling is, of course, without prejudice to R2's right to ask the
District Court for a writ of mandamus directing the bankruptcy
court to stall plan consummation.  

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Judge Walrath confirmed the
Debtors' pre-packaged plan on Feb. 17, 2004.  Sally McDonald
Henry, Esq., and J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP provide Aurora with legal counsel, and David Y.
Ying at Miller Buckfire Lewis Ying & Co., LLP provides financial
advisory services. (Aurora Foods Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


AVOTUS: December 2003 Balance Sheet Upside Down by $16.8 Million
----------------------------------------------------------------
Avotus Corporation (TSX Venture: AVS) announced its financial
results for the fourth quarter of fiscal 2003 and the year ended
December 31, 2003. Note that all results are reported in Canadian
dollars unless otherwise noted.

For the fourth quarter of 2003, revenue was $7.9 million compared
to $8.4 million for the fourth quarter of 2002. EBITDA(1) was a
loss of $(97,000) vs. $(1.1 million) the prior year, and the net
loss was $(1.8 million) or $(0.11) per share on a basic and
diluted basis vs. $(1.7 million) or $(0.11) per share in 2002.
For the year ended December 31, 2003 revenue was $32.8 million,
EBITDA(1) was $441,000, and the net loss was $(24.5 million) or
$(1.55) per share on a basic and diluted basis. For the year
ended December 31, 2002 revenue was $39.0 million, EBITDA(1) was
$1.1 million, and the net loss was $(926,000) or $(0.06) per
share on a basic and diluted basis. In accordance with Canadian
GAAP, because the company is in a loss position the above per
share numbers do not take into account the effect of conversion
of the convertible debentures, options and warrants into common
shares.

Expressed in U.S. dollars, the fourth quarter of 2003 revenue was
US$6.0 million, EBITDA(1) was a loss of (US$74,000), and the net
loss was (US$1.4 million) or (US$0.08) per share on a basic and
diluted basis. For the year ended December 31, 2003 revenue was
US$23.4 million, EBITDA(1) was US$315,000, and the net loss was
(US$17.5 million) or (US$1.11) per share on a basic and diluted
basis.

The 5% decline in revenue for the fourth quarter of 2003 compared
to the corresponding prior year period was due to the strong
Canadian dollar as more than 50% of the Company's revenues are US
dollar denominated and the Canadian dollar has appreciated
approximately 20% on a year-over-year basis. From fiscal 2002 to
2003 revenue declined by 16% due to the aforementioned
strengthening of the Canadian dollar, reduced services and
licensing revenue associated with an OEM distribution partner,
and lower direct sales to enterprise customers. While it did not
affect recognized revenue for 2003, in the fourth quarter the
Company closed one of its largest single contracts, worth in
excess of $1.5 million over the five-year term of the contract.
New contracts for the fourth quarter exceeded $9.6 million, the
highest quarter of the year.

There were three unusual items recorded during the year. One was
a provision for $1.4 million of tax and $1.0 million in related
interest as a reserve for the previously disclosed income tax
reassessments. The second was $2.3 million of non-cash interest
accretion expense associated with the issuance of the convertible
debentures. The third was an $18.6 million charge resulting from
goodwill impairment.

Since the end of fiscal 2003 a $4.8 million convertible preferred
share financing has been completed. As well, the holders of the
$8.1 million convertible debentures have converted their holdings
into convertible preferred shares. The proceeds of the financing
were used to acquire Formity Systems, Inc. and will be used for
general working capital purposes.

"Despite the operating performance in 2003 being weaker than
desired, the Company continues to improve its market and
financial position," stated Fred Lizza, president and CEO of
Avotus. "The acquisition of Formity Systems extends Avotus'
leading position in communications and expense management and
provides significant new revenue opportunities for the Company
across our large, existing customer base as well as the market in
general. As we move into 2004 we expect the integration of
Formity's expense management capabilities into Avotus'
Intelligent Communications Management(TM) model will further
differentiate our onsite solutions and managed service offerings
and provide significant competitive advantage."

At December 31, 2003, the company's balance sheet reports a
working capital deficit of about C$15 million while net capital
deficit tops C$16.8 million.

Avotus' audited consolidated financial statements for the year
ended December 31, 2003 are available at www.avotus.com.

Other Announcements

In March 2004, Mr. Raymond Wong joined the Board of Directors of
the Company. Mr. Wong was a key shareholder of Formity and has a
strong financing background, which should be of strategic
assistance to the Company. He spent 25 years at Merrill Lynch and
recently retired as a senior Managing Director in the Investment
Banking Department in New York.

The Company also announced today that Mr. Duncan Smith, chief
financial officer, will be leaving Avotus. Mr. Smith will assist
the Company through a transitional period, which will allow for a
successor to be named. Fred Lizza, president and CEO, commented,
"Duncan has been with us during a period of pronounced change
which included aggressive cost controls, restructuring the
balance sheet and raising additional financing. We thank Duncan
for his contribution and wish him the best in the future."

Avotus is committed to creating leading-edge solutions that
dramatically reduce the cost and complexity of enterprise
communications by providing insight to, and control of,
communications expenses. Avotus' Intelligent Communications
Management solution brings together critical information about
expenses, infrastructure and systems usage into a single,
actionable environment. Deployed as an onsite or hosted
application, or as a completely outsourced value-added solution,
Avotus improves productivity and efficiency while driving
significant savings.


BESS EATON: US Trustee Appoints 7-Member Creditors' Committee
-------------------------------------------------------------
The United States Trustee for Region 1 appointed 7 creditors to
serve on an Official Committee of Unsecured Creditors in Bess
Eaton Donut Flour Company Incorporated's Chapter 11 cases:

         1. Sara Lee Coffee & Tea
            Attn: Jim Petras
            935 National Parkway, Suite 93510
            Schaumberg, Illinois, 60173
            Tel: (630) 860-1400
            Fax: (847) 619-9420

         2. Little Rhody Farms
            Attn: Eli Berkowitz
            73 Cucumber Hill Road
            Foster, Rhode Island 02825
            Tel: (401) 397-3033
            Fax: (401) 397-7345

         3. Zan Foods, Inc.
            Attn: Carl E. Banyard
            40 E. 9th Street, Suite 1401
            Chicago, Illinois 60605
            Tel: (708) 524-1888
            Fax: (708) 524-2207

         4. Perkins Paper, Inc.
            Attn: Timothy Sullivan
            630 John Hancock Rd.,
            Taunton, Massachusetts 02780
            Tel: (508) 824-2800
            Fax: (508) 977-9677

         5. Auburn Merchandise Distributors, Inc.
            Attn: Stanley Zuba
            c/o Warren Equities, Inc.,
            355 Allens Avenue,
            P.O. Box 72743
            Providence, Rhode Island 02907
            Tel: (401) 781-9900 Ext 277
            Fax: (401) 941-1840
      
         6. The Day Publishing Company
            Attn: Mark Barry
            47 Eugene O'Neill Drive
            New London Connecticut 06320
            Tel: (860) 701- 4400
            Fax: (860) 437-1722

         7. The Westerly Hospital
            Attn: Nicholas J. Stahl
            25 Wells Street
            Westerly, Rhode Island 02891
            Tel: (401) 348-2300
            Fax: (401) 348-0350

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

Headquartered in Westerly, Rhode Island, Bess Eaton Donut Flour
Company Incorporated, is an operator of 48 retail coffee and bake
shops in locations throughout Rhode Island, Massachusetts and
Connecticut.  The Company filed for chapter 11 protection on
March 1, 2004 (Bankr. D. R.I. Case No. 04-10630).  Allan M. Shine,
Esq., at Winograd Shine & Zacks represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $9,700,000 in total assets and
$17,600,000 in total debts.


CEDARA SOFTWARE: $50 Million Equity Deal will Pay Down Debts
------------------------------------------------------------
CEDARA SOFTWARE CORP. (TSX:CDE/OTCBB:CDSWF) entered into an
agreement with a syndicate of underwriters led by Canaccord
Capital Corporation under which the underwriters have agreed to
purchase 5,000,000 common shares at a price of Cdn.$10.00 per
share representing an aggregate amount of issue of Cdn.$50
million. Cedara has granted the underwriters an over-allotment
option to purchase up to an additional 750,000 common shares,
exercisable for a period of 30 days after the closing date,
expected on or about March 25, 2004. The offering is subject
to customary regulatory approvals. Cedara intends to use these
proceeds to repay bank indebtedness, for working capital purposes,
and to finance future strategic acquisitions.

The securities offered have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
U.S. Securities Act) or any other securities laws and may not be
offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws, or an exemption from such registration is
available. This news release does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities in the
United States.

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.


CHESAPEAKE ENERGY: Declares Quarterly Common & Preferred Dividends
------------------------------------------------------------------
The Board of Directors of Chesapeake Energy Corporation (NYSE:
CHK) declared a $0.035 per share quarterly dividend that will be
paid on April 15, 2004 to common shareholders of record on April
1, 2004. Chesapeake has approximately 241 million common shares
outstanding.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 6.75% Cumulative Convertible Preferred Stock, par
value $.01. The dividend for the 6.75% preferred stock is payable
on May 17, 2004 to preferred shareholders of record on May 3, 2004
at the quarterly rate of $0.84375 per share. Chesapeake has 2.998
million shares of 6.75% preferred stock outstanding with a
liquidation value of $150 million.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 5.0% Cumulative Convertible Preferred Stock, par
value $.01. The dividend for the 5.0% preferred stock is payable
on May 17, 2004 to preferred shareholders of record on May 3, 2004
at the rate of $1.25 per share. Chesapeake has 1.725 million
shares of 5.0% preferred stock outstanding with a liquidation
value of $172.5 million.

In addition, Chesapeake's Board has declared a quarterly cash
dividend on Chesapeake's 6.0% Cumulative Convertible Preferred
Stock, par value $.01. The dividend for the 6.0% preferred stock
is payable on June 15, 2004 to preferred shareholders of record on
June 1, 2004 at the quarterly rate of $0.75 per share. Chesapeake
has 4.6 million shares of 6% preferred stock outstanding with a
liquidation value of $230 million.

Chesapeake Energy Corporation (Fitch, BB- Senior Note and B
Preferred Share Ratings, Positive) is one of the six largest
independent natural gas producers in the U.S. Headquartered in
Oklahoma City, the company's operations are focused on exploratory
and developmental drilling and producing property acquisitions in
the Mid-Continent, Permian Basin, South Texas and Texas Gulf Coast
regions of the United States. The company's Internet address is

                    http://www.chkenergy.com/


CLARION TECH: Recovers & Enters Positive Zone at Year-End 2003
--------------------------------------------------------------
Clarion Technologies, Inc. (OTC Bulletin Board: CLAR) announced
financial results for the fiscal year ended December 27, 2003.

Clarion's 2003 sales were $97.7 million versus $80.6 million in
2002. The 21% increase in revenue was driven primarily by the
increase in sales through new business opportunities. With
continued focus on controlling costs and driving operational
improvements, operating income increased 52% to $5 million versus
$3.3 million in 2002. Clarion's net income from continuing
operations for 2003 was $0.8 million versus a net loss of $7.4
million in 2002.

Clarion Technologies' President, Bill Beckman, commented, "We are
excited to report positive net income results for 2003. The entire
company has continued to focus on meeting our business plan every
day and providing the products and solutions to meet and exceed
our customers' expectations. This focus has provided significant
growth, including new business opportunities with existing and new
customers. We believe these growth opportunities substantiate our
customers' confidence in our ability to deliver quality products
on time, at a competitive price. We will continue our focus on
execution and growing the business in 2004. We are experiencing
increases in revenues along with improved profitability and
operating results for the first quarter of fiscal 2004 as compared
to the same period in fiscal 2003 and are optimistic that this
trend will continue."

Clarion Technologies, Inc. -- whose September 27, 2003 balance
sheet shows a working capital deficit of about $24 million, and a
total shareholders' equity deficit of about $53 million --
operates four manufacturing facilities in Michigan, one in South
Carolina, and one in Iowa with approximately 167 injection molding
machines ranging in size from 55 to 1500 tons of clamping force.
The Company's headquarters are located in Grand Rapids, Michigan.
Further information about Clarion Technologies can be obtained on
the web at http://www.clariontechnologies.com/


CLOVIS LAKES: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Clovis Lakes Associates, LLC
        dba Wild Water Adventure Park
        P.O. Box 1950
        Clovis, California 93613

Bankruptcy Case No.: 04-10959

Type of Business: The Debtor operates an amusement and water
                  park.  See http://www.wildwater1.com/

Chapter 11 Petition Date: February 6, 2004

Court: Eastern District Of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: John P. Eleazarian, Esq.
                  7489 North 1st Street #104
                  Fresno, CA 93720-2823
                  Tel: 559-261-9110

Total Assets: $11,093,718

Total Debts:  $7,235,754

Debtor's 19 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
PG&E                                       $131,242

California State Compensation Fund          $64,180

Hestbeck's, Inc.                            $45,948

Leroy Kramer                                $39,495

Marc & Stefani Cotta                        $39,000

State Board of Equalization                 $34,930

EDD Employment Development                  $34,782

Motschiedler, Michaelides, et al.           $31,845

Thielen & Associates                        $30,000

Stoughton Davidson                          $28,538

IRS                                         $25,884

KSEE - 24                                   $19,995

MBNA America                                $16,087

Yamabe & Horn Engineering, Inc.             $13,701

Department of Industrial Relations          $10,325

Water Worx                                   $9,862

AD - Venture Video Prod.                     $9,651

A & S Pump Service                           $9,590

McCormick, Barstow, et al.                   $9,263


CONE MILLS: Judge Walrath Denies Bid to Block WL Ross Purchase
--------------------------------------------------------------
The last potential obstacle to the sale of the assets of Cone
Mills Corp. to WL Ross & Co. was removed Friday, March 5, when the
court overseeing the denim maker's bankruptcy case refused a
request to reconsider a ruling approving the deal, the Associated
Press reported.

Chief U.S. Bankruptcy Judge Mary F. Walrath said delaying the sale
could mean immediate job loss for Cone Mills workers being hired
on with the new denim operation, as well as trouble for suppliers
who had extended credit in anticipation of the W.L. Ross deal. The
judge said there was no clear error of fact in her Feb. 11
decision approving the sale, product of a January auction
conducted in the company's chapter 11 case. No other bidder
stepped up to counter W.L. Ross's offer of $46 million in cash for
the Greensboro, North Carolina, company, plus the assumption of
liabilities.

Friday's ruling went against secured bondholders and a panel
representing shareholders, who say Cone Mills downplayed its value
to win approval of the sale to W.L. Ross at an unfairly low price,
reported the newswire. (ABI World, March 8)

Founded in 1891, Cone Mills Corporation, headquartered in
Greensboro, NC, is the world's largest producer of denim fabrics
and one of the largest commission printers of home furnishings
fabrics in North America. Manufacturing facilities are located in
North Carolina and South Carolina, with a joint venture plant in
Coahuila, Mexico. Visit http://www.cone.com/for more information.  


COVANTA ENERGY: Court Confirms 2nd Joint Reorganization Plan
------------------------------------------------------------
Judge Blackshear finds that the Amended Second Joint Plan of
Reorganization of Covanta Energy Corporation and 79 of its
affiliates, dated March 2, 2004, satisfied the 13 requirements
for confirmation under Section 1129(a) of the Bankruptcy Code:

A. The Second Reorganization Plan complies with Section
   1129(a)(1):

   (a) Claims or Equity Interests in each Class are substantially
       similar to other Claims or Equity Interests in that Class,
       satisfying the requirements of Section 1122(a) of the
       Bankruptcy Code;

   (b) The Classes of Claims and Equity Interests are properly
       designated in accordance with the applicable provisions of
       the Bankruptcy Code, including Sections 1122 and
       1123(a)(1);

   (c) Classes 1, 2, 5, 11 and 12 are specified as Unimpaired,
       thereby satisfying the requirements of Section 1123(a)(2)
       of the Bankruptcy Code.  Pursuant to Section 1126(f) of
       the Bankruptcy Code, Classes 1, 2, 5, 11 and 12 are deemed
       to accept the Second Reorganization Plan;

   (d) Classes 3, 4, 6, 7, 8, 9, 10 and 13 are specified as
       Impaired, thus satisfying the requirements of Section
       1123(a)(3) of the Bankruptcy Code.  Pursuant to Section
       1126(g) of the Bankruptcy Code, Classes 7, 9, 10 and 13
       are deemed to reject the Second Reorganization Plan by
       virtue of receiving no distributions;

   (e) The same treatment of each Claim or Equity Interest of a
       particular Class or Subclass is provided, thereby
       satisfying the requirements of Section 1123(a)(4) of the
       Bankruptcy Code;

   (f) While the Claims in Subclass 3A and Subclass 3B are
       classified together for voting purposes, the Claims are
       placed in separate Subclasses for distribution purposes
       in order to properly implement redistributions and third
       party settlements that differently impact the Claims
       within these separate Subclasses, thereby further
       satisfying the requirements of Section 1123(a)(4);

   (g) The Second Reorganization Plan satisfies the requirements
       of Section 1123(a)(5) of the Bankruptcy Code since it
       provides for adequate means for its implementation;

   (h) The articles of incorporation of the Reorganized Debtors
       will prohibit the issuance of nonvoting equity securities
       to the extent required by Section 1123(a)(6) of the
       Bankruptcy Code; and

   (i) The Debtors have adequately disclosed or otherwise
       identified the procedures for determining the identities
       and affiliations of all individuals or entities proposed
       to serve on or after the Effective Date as officers or
       directors of Reorganized Covanta and the other Reorganized
       Debtors.  Their appointment and their proposed
       compensation and indemnification arrangements are
       consistent with the interests of creditors, equity
       security holders and public policy in accordance with
       Section 1123(a)(7) of the Bankruptcy Code.

B. The Reorganizing Debtors complied with Sections 1125 and 1126
   of the Bankruptcy Code, and therefore satisfied the
   requirements of Section 1129(a)(2):

   (a) The Reorganizing Debtors are eligible Debtors under
       Section 109 of the Bankruptcy Code and proper proponents
       of the Second Reorganization Plan under Section 1121(a) of
       the Bankruptcy Code; and

   (b) The Reorganizing Debtors have complied with each of the
       applicable provisions of the Bankruptcy Code, the
       Bankruptcy Rules and the Disclosure Materials and
       Balloting Procedures Order in transmitting notices and
       disclosure and solicitation materials with respect to the
       Second Reorganization Plan.

C. The Second Reorganization Plan has been proposed in good faith
   and not by any means forbidden by law, thereby satisfying the
   requirements of Section 1129(a)(3).  The Reorganization Cases
   were filed, and the Second Reorganization Plan was proposed,
   with the proper purpose of maximizing the value of the
   Reorganizing Debtors' estates by providing a means through    
   which the Reorganized Debtors may emerge from Chapter 11 as
   viable, operating enterprises and through which creditors may
   expeditiously receive Distributions in respect of their
   Claims.

D. The Second Reorganization Plan satisfies the requirements of
   Section 1129(a)(4).  Any payments made by the Reorganizing
   Debtors or to be made by the Reorganized Debtors for services
   or for costs and expenses in, or in connection with, the
   Reorganization Cases or the Second Reorganization Plan have
   been approved by, or are subject to the approval of, the Court
   as reasonable.  

E. The Reorganizing Debtors adequately disclosed or otherwise
   identified the procedures for determining the identities and
   affiliations of all individuals or entities proposed to serve
   on or after the Effective Date as officers or directors of
   Reorganized Covanta and the other Reorganized Debtors.  
   Accordingly, the Second Reorganization Plan complies with the
   requirements of Section 1129(a)(5).

F. Section 1129(a)(6) is satisfied because the Second
   Reorganization Plan does not provide for any change in rates
   over which a governmental regulatory commission has
   jurisdiction.

G. The Second Reorganization Plan satisfies Section 1129(a)(7).  
   With respect to each Impaired Class of Claims or Equity    
   Interests, each holder of a Claim against or Equity Interest
   in the Reorganizing Debtors:

      (a) has accepted the Second Reorganization Plan; or

      (b) will receive or retain under the Second Reorganization
          Plan, on account of that Claim or Equity Interest,
          property of a value, as of the Effective Date of the
          Second Reorganization Plan, that is not less than the
          amount that the holder would so receive or retain if
          the Reorganizing Debtors were to be liquidated under
          Chapter 7 of the Bankruptcy Code on that date.  

   The liquidation analysis provided in the Second Disclosure
   Statement and other evidence proffered, adduced or presented
   at the Confirmation Hearing are persuasive and credible and
   have not been controverted by other evidence.

H. Classes 1, 2, 5, 11 and 12 are Unimpaired and are deemed to
   accept the Second Reorganization Plan under Section 1126(f).  
   Classes 3, 4, 6, and 8 are Impaired and designated as voting
   Classes under the Second Reorganization Plan.  The Impaired
   Voting Classes have all voted to accept the Second
   Reorganization Plan and, to the best of the Reorganizing
   Debtors' knowledge, do not include insiders of the Reorganized
   Debtors, thus satisfying Section 1129(a)(8) of the Bankruptcy
   Code.  Classes 7, 9, 10 and 13 are Impaired and will receive
   no Distributions under the Second Reorganization Plan and
   therefore are deemed to reject the Second Reorganization Plan
   under Section 1126(g).  Although Section 1129(a)(8) has not    
   been satisfied with respect to the Rejecting Classes, the
   Second Reorganization Plan nevertheless is confirmable because
   it satisfies Section 1129(b) with respect to those Classes.

I. The treatment of Allowed Administrative Expense Claims,
   Allowed Priority Tax Claims and Allowed Priority Non-Tax
   Claims under the Second Reorganization Plan satisfies the
   applicable requirements of Section 1129(a)(9).

J. Classes 3, 4, 6, and 8 in the Second Reorganization Plan are
   each Impaired Classes of Claims that have voted to accept the
   Second Reorganization Plan and, to the best of the Reorganized
   Debtors' knowledge, do not contain "insiders," thus satisfying
   Section 1129(a)(10).

K. The requirements of Section 1129(a)(11) are satisfied because
   the Second Disclosure Statement and the evidence proffered,
   adduced or presented at the Confirmation Hearing:

      (a) are persuasive and credible;

      (b) have not been controverted by other evidence; and

      (c) establish that confirmation of the Second
          Reorganization Plan is not likely to be followed by
          liquidation or the need for further financial
          reorganization of the Reorganized Debtors.

L. The fees due and payable by the Reorganized Debtors
   to the United States Trustee or the Clerk of Court, as
   provided under Section 1930(a)(6) of the Judiciary and
   Judicial Procedures, have been paid or will be paid by the
   Reorganized Debtors pursuant to the Second Reorganization
   Plan.  Thus, the requirements of Section 1129(a)(12) are
   satisfied.

M. As required by Section 1129(a)(13), the Second Reorganization
   Plan provides that, following the Effective Date, the payment
   of all retiree benefits will continue at the currently
   existing levels, subject to the Reorganizing Debtors or
   Reorganized Debtors' rights to amend, terminate or modify
   those plans at any time as permitted by the plans or
   applicable nonbankruptcy law.

Accordingly, the Court confirmed Covanta's Amended Second
Reorganization Plan on March 5, 2004.  Moreover, Judge
Blackshear:

   (a) approves the terms of the 9.25% Settlement;

   (b) releases and cancels all agreements and documents
       obligating the applicable Reorganizing Debtor to issue,
       transfer or sell Equity Interests or any other capital
       stock of the applicable Reorganizing Debtor;

   (c) approves the terms and conditions of the Investment and
       Purchase Agreement and authorized the sale contemplated
       therein in exchange for the Purchase Price;

   (d) approves the Exit Financing Agreements, including all
       exhibits, documents and agreements introduced into
       evidence by the Debtors at the Confirmation Hearing, and
       authorizes the execution, delivery and performance of the
       exhibits, documents and agreements, including all
       exhibits, documents and agreements;

   (e) authorizes the execution of all the Covanta Unsecured
       Subordinated Notes Indenture filed with the Court as part
       of the Reorganization Plan Supplement and introduced into
       evidence at the Confirmation Hearing, the Reorganization
       Plan Unsecured Notes to be issued under the Covanta
       Unsecured Subordinated Notes Indenture, and the Agency
       Agreement to be entered into in connection with the
       Distribution to holders of Allowed Class 6 Claims, on the
       Effective Date without further approval by the Board of
       Directors of Reorganizing Covanta;

   (f) approves that executory contract and unexpired lease
       provisions of the Second Reorganization Plan in their
       entirety;

   (g) approves the treatment of Intercompany Claims in its
       entirety;

   (h) terminates all obligations arising under any guarantees of
       the performance of Covanta Warren Energy Resource Co.,
       L.P., Covanta Tampa Construction, Inc., Covanta Tampa Bay,
       Inc. or Covanta Lake II, Inc. under any existing
       agreements;

   (i) rules that each of the Reorganizing Debtors will, as a
       Reorganized Debtor, continue to exist after the Effective
       Date as a separate legal entity, will all powers of a
       corporation, limited liability company or general or
       limited partnership, under the laws of their states of
       incorporation or organization; and

   (j) overrules all objections that have not been withdrawn or
       resolved by stipulation before March 5, 2004 or are not
       resolved by the relief granted in the Confirmation Order
       or as stated on the record of the Confirmation Hearing.

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


CMS ENERGY: Execs to Present at Banc One's Conference Tomorrow
--------------------------------------------------------------
CMS Energy (NYSE: CMS) announced that its chief financial officer,
Tom Webb, and treasurer, Laura Mountcastle, will provide a Company
overview at the Banc One Capital Markets Investor Conference on
Thursday, March 11. The presentation is scheduled to start at 1:30
p.m. EST.

To access the presentation webcast, go to the CMS Energy website
at http://www.cmsenergy.com/and click on the "Invest in CMS"  
icon, then select "Calendar of Events."  Replays of the
presentation will be available at the CMS Energy website about
three hours after the initial presentation and be accessible for
about 30 days.

CMS Energy (Fitch, B- Preferred Share Rating, Stable Outlook) is
an integrated energy company, which has as its primary business
operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.

For more information on CMS Energy, visit its Web site at
http://www.cmsenergy.com/


CREST 2000-1: Fitch Further Drops Rating on Class D Notes to B
--------------------------------------------------------------
Fitch Ratings downgrades three classes of notes issued by Crest
2000-1, Limited. The following three classes have been downgraded:

        -- $50,000,000 Class B Second Priority Fixed Rate Term
           Notes due 2036 to 'AA-' from 'AA';

        -- $22,500,000 Class C Third Priority Fixed Rate Term
           Notes due 2036 to 'BBB' from 'A';

        -- $21,000,000 Class D Fourth Priority Fixed Rate Term
           Notes due 2036 to 'B' from 'BB+'.

The following classes have been affirmed:

        -- $167,207,962 Class A-1 Senior Secured Floating Rate
           Term Notes due 2030 rated 'AAA';

        -- $195,000,000 Class A-2 Senior Secured Floating Rate
           Term Notes due 2030 rated 'AAA';

        -- $11,501,372 Preferred Shares rated 'B+'.

Crest 2000-1 is a collateralized bond obligation supported by a
static pool of asset-backed securities, residential mortgage-
backed securities, commercial mortgage-backed securities and real
estate investment trusts. Fitch has reviewed the credit quality of
the individual assets comprising the portfolio, including
discussions with Wachovia Securities, the asset manager, and has
conducted cash flow modeling of various default timing and
interest rate scenarios. As a result, Fitch has determined that
the original ratings assigned to the class B, class C and class D
notes of Crest 2000-1 no longer reflect the current risk to
noteholders.

The rating actions are based on a number of factors including
deterioration in the credit quality of the portfolio. As of the
January 2004 trustee report, there were two bonds consisting of
2.60% of the pool that were considered distressed. The first, a
CMBS issue, had been removed from the portfolio by the trustee
with little to no recoveries. Secondly, a RMBS manufactured
housing issue, had been downgraded to 'C' by Fitch with
expectations of little to no principal recovery value.

In addition, the cash flow modeling analysis revealed that the
deal's structure affects the long term performance of the
transaction when default and interest rate stresses are applied.
The distinctive structure allows principal to be used to pay
unpaid and deferred interest on subordinate notes while senior
classes are still outstanding. This has a detrimental impact in a
high stress scenario but is relatively inconsequential in a low
stress environment.

Lastly, the interest rate swap agreement that is in place to hedge
the mismatch between the predominantly fixed-rate collateral and
floating-rate liabilities potentially impacts the future
performance of Crest 2000-1.

Fitch Ratings will continue to monitor this transaction.


CVF TECHNOLOGIES: Restructures Preferred Shares
-----------------------------------------------
CVF Technologies Corporation (Amex: CNV) and the holder of its
outstanding Series B Convertible Preferred Stock entered into a
transaction to restructure the Company's equity.

On February 27, 2004, the holder exchanged its Series B
Convertible Preferred Stock with a stated value of $3,390,000 and
accrued dividends of approximately $630,000, which was accruing
dividends at an annual rate of 10%, for 1,000,000 shares of CVF
common stock and a new Series C 6% Convertible Preferred Stock
with a stated value of $1,000,000, convertible into common stock
at $1 per share. The 6% annual dividend will accrue for two years
and be payable on February 27, 2006 and semi-annually thereafter.
The Series C Preferred will be subject to mandatory redemption on
February 27, 2006; however, CVF's obligation to redeem will be
limited to cash available to it at that time in excess of one
year's prospective working capital. CVF also issued to the former
Series B holder a three-year warrant to purchase 100,000 shares of
CVF common stock at an exercise price of $.35 per share.

This represents an important and beneficial development for CVF
and all of its shareholders. The former Series B holder's
agreement to restructure its preferred stock significantly
streamlines the Company's capital structure, largely eliminating
the overhang on CVF's common shares and creating a stronger
company going forward. CVF appreciates the holder's
professionalism throughout this process, and its willingness to
work constructively on behalf of the Company and the interests of
all shareholders and other constituencies.

                         *   *   *

In its latest Form 10-Q filed with the Securities and Exchange
Commission, CVF Technologies Corporation states:

               Liquidity & Capital Resources

"Stockholders' deficit as of September 30, 2003 amounted to
$3,071,296 compared to a deficit of $966,775 at December 31, 2002.
This net increase in the deficit of $2,104,521 is primarily
attributable to a net loss of $1,681,635 which was recognized in
the same period, an increase in accumulated other comprehensive
loss of $387,801 (mainly attributable to foreign exchange
adjustments) and dividends accrued during the period totaling
$255,495. This was offset somewhat by the increase in the market
price of CVF common stock and the resulting stock option
compensation expense recorded totaling $252,900.

"CVF management anticipates that over the next twelve month period
CVF should have sufficient cash from various sources to sustain  
itself. Between cash on hand, the issuance of new securities, and
the sales of a portion of its holdings in certain investee
companies, the Company expects to have enough cash to fund itself
and certain of its investee companies that are currently not
profitable. Additionally, CVF has minimal outside debt and a line
of credit could be sought. The Company has been successful in
obtaining $ 1 million Canadian in financing through an investment
in one of its holdings over the last 90 days.

"Over the past two years CVF has undertaken many initiatives to
lower the parent company's expenses. These initiatives have
included lowering the head count of its office staff as well as
the elimination of one executive position. The use of consultants
has been significantly reduced except those consultants who have
been satisfied to receive their fee in CVF common shares. Travel
and entertainment has been significantly reduced over the last
year and will continue at the reduced level going forward. CVF
management has adopted a very aggressive cost and expenditure
controls and monitoring policy. In accordance with Nevada law and
the terms of the Series B Preferred Stock, the Company has not
paid certain dividends on its Series B Preferred shares and has
refused the demand of the holder for conversion or redemption of
such shares because of contractual requirements.

"The Company no longer anticipates having to fund Gemprint or
Biorem as both are currently operating on positive cash flow,
although no assurances can be given that this trend will continue.

"As at September 30, 2003 the cash balance was $803,757 which is
an increase of $585,754 compared to December 31, 2002. The primary
source of cash for the Company is expected to be from sale of a
portion of its investments in its subsidiaries or from CVF issuing
additional securities. The company is pursuing opportunities to
raise funds from potential investors in CVF. In addition, certain
subsidiaries are producing a positive cash flow and will be able
to supplement other cash requirements of the Company. If the above
mentioned liquidity events do not occur, the Company estimates
that it could run out of operating cash in the second quarter of
2004, if other sources of cash are not available. The Company will
also continue to assist its investee companies in their efforts to
obtain outside financing in order to fund their growth and
development of their business plans. Certain of the Company's
financial obligations included in current liabilities related to
items that will not be paid in the near term. The Company will
carefully manage its cash payments on such obligations."


DONLAR COPORATION: US Trustee Meeting with Creditors on April 7
---------------------------------------------------------------
The United States Trustee will convene a meeting of Donlar
Corporation's creditors at 1:30 p.m., on April 7, 2004, at 227 W
Monroe Street, Room 3330, Chicago, Illinois 60606.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in Summit Argo, Illinois, Donlar Corporation
-- http://www.donlar.com/-- is a manufacturer of Biodegradable  
Specialty Chemicals that provides performance for various products
and processes for the creation of non-toxic products.  The Company
filed for chapter 11 protection on February 26, 2004 (Bankr. N.D.
Ill. Case No. 04-07455).  Scott R. Clar, Esq., at Dannen Crane
Heyman & Simon represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $10,880,022 in total assets and $27,371,432 in total debts.


EL PASO: Wolf Popper Initiates Securities Fraud Class Action Suit
-----------------------------------------------------------------
Wolf Popper LLP filed a securities fraud lawsuit against El Paso
Corporation (NYSE:EP) and certain of its officers and directors on
behalf of all persons who purchased El Paso securities on the open
market from March 31, 2003 through February 17, 2004. The action
was filed in the United States District Court for the Southern
District of Texas (Cause No. H-04-0924). The complaint can be
viewed on Wolf Popper's website or obtained from the Court.

The complaint alleges that during the Class Period, defendants
materially misrepresented El Paso's financial condition and
performance in SEC filings and public statements by improperly
accounting for El Paso's oil and gas reserves, thereby misleading
investors as to the productive capability of El Paso and as to the
projected future cash flows from El Paso's natural gas and oil
properties.

On December 15, 2003, El Paso revealed that it was in the process
of reviewing its gas and oil reserve estimates and warned that
there might be negative revisions to its previously-reported
proved reserve estimates. El Paso made similar statements on
December 23, 2003 and February 2, 2004, but did not disclose the
anticipated magnitude of such revisions.

After the market closed on February 17, 2004, El Paso announced
that although it had previously reported proved reserves of 5.2
trillion cubic feet at the end of fiscal year 2002, it in fact had
proved reserves of only 2.6 trillion feet, a difference of 41%. As
a result, El Paso would be forced to take a fourth quarter pre-tax
charge of approximately $1 billion.

In reaction to El Paso's disclosure, on February 18, 2004, after
trading at a volume of 57 million shares, El Paso stock closed at
$7.26 per share, down $1.55, or 18%, from its closing price before
the announcement on February 17, 2004.

Wolf Popper LLP has extensive experience representing shareholders
in class actions and has successfully recovered billions of
dollars for defrauded investors and shareholders.

Class members who desire to be appointed a lead plaintiff in this
action must file a motion with the Court no later than April 19,
2004. Class members who are interested in serving as a lead
plaintiff in this action, or other persons who have questions or
information regarding the prosecution of this action, are urged to
call or write:

                         *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.  


ENCOMPASS: Disbursing Agent Objects to 7 Large Employee Claims
--------------------------------------------------------------
The Disbursing Agent, Todd A. Matherne, discovered that seven
claims filed by the Encompass Services Debtors' former employees
are overstated and are not owed.  The Claims either:

   -- incorrectly allege amounts for which the Debtors have no  
      liability; or

   -- assert contingent and unliquidated liabilities.

The seven claims should be disallowed in their entirety, or in
the alternative, the claim amounts should be fixed to zero, Mr.
Matherne says.

The seven claims are:

  Claimants                 Claim No.      Claim Amount
  ---------                 ---------      ------------
  Bruce r. Ognibene           2625         $500,000+
  Leonard Lopes                928          300,000
  Richard Davis               2684          250,000
  Cedrick Moore               3181          250,000
  Tony Taylor                 4371          150,000
  Bridget Drake               2720           13,816
  James Thomas                3833           12,811
(Encompass Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENRON: Court Clears Key Employee Retention & Severance Plan III
---------------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, the Enron Corp.
Debtors sought and obtained Court approval for the Key Employee
Retention and Severance Plan III.

KERP III has three primary components:

   (a) a Retention component designed to retain employees;

   (b) a Severance Benefits component to provide job
       displacement protection for certain departing employees;
       and

   (c) a Completion Bonus component.

The Court authorizes the Debtors to take all necessary actions to
fully implement and carry out KERP III, provided however that:

   (i) no payments provided under KERP III will be made to any
       KERP III participant who does not execute an agreement
       representing that he or she has not sold the Debtors'
       shares in violation of insider trading rules provided
       under Section 10(b)-5 of the Securities Exchange Act of
       1934 and agreeing to disgorge any amounts paid under KERP
       III should such representation later be proven false;

  (ii) no person named as defendant in the pending consolidated
       actions of "Newby, et al. v. Enron Corp., et al." and
       "The Regents of the University of California, et al. v.
       Lay, et al." has been made a participant of KERP III;

(iii) no person identified as a wrongful actor in the "Report
       of Investigation by the Special Investigative Committee
       of the Board of Directors of Enron Corp." dated
       February 1, 2002, has been made a participant in KERP III;
       and

  (iv) KERP III participants will be required to disgorge all
       payments made under KERP III and any preference waiver
       provided thereunder will be void to the extent that any
       KERP III participant is later adjudged by a Court of
       competent jurisdiction to have engaged in acts of
       dishonesty or other willful misconduct detrimental to
       the Debtors' interests.

The Debtors' Management Committee will notify the ENA Examiner of
the reallocation of any portion of the Retention Participant's
Retention Payment forfeited under the terms of the KERP III in
the same manner, and for the same period, provided for in Section
VII(E) of KERP III with respect to the Creditors Committee. (Enron
Bankruptcy News, Issue No. 100; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ENRON: Creditors' Panel Alleges Fraudulent Transfer to K. Rice
--------------------------------------------------------------
Enron Corporation and Enron Broadband Services, Inc. made, or  
caused to be made, two transfers to Kenneth D. Rice totaling
$1,855,000.  Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York, argues that pursuant to Section 547(b) of
the Bankruptcy Code, the Transfers are avoidable because the
Transfers:

   (a) were made within one year prior to the Petition Date,
       wherein the Debtors were considered to be insolvent;

   (b) constitute transfers of interests of the Debtors'
       property;

   (c) were made to, or for the benefit of, a creditor;

   (d) were made on account of an antecedent debt owed to the
       creditor; and

   (e) enabled Mr. Rice to receive more than he would have
       received if:

       -- this case was administered under Chapter 7 of the
          Bankruptcy Code;

       -- the Transfers were not made; and

       -- Mr. Rice received payment of the debt to the extent
          provided by the Bankruptcy Code.

As avoidable preferential transfers, Mr. Kirpalani contends that
the Transfers are recoverable under the purview of Section
550(a).

In addition, Mr. Kirpalani tells the Court that the Transfers are
also fraudulent transfers in accordance with Section 548(a)(1)(B)
since the Debtors received less than reasonably equivalent value
in exchange for some or all of the Transfers.

In the alternative, Mr. Kirpalani asserts that the Transfers
should be considered fraudulent transfers that may be avoided and
recovered pursuant to Sections 554 and 550 of the Bankruptcy
Code, Sections 270 to 281 of the New York Debtor and Creditor Law
or other applicable law on these additional grounds:

   -- As a direct and proximate result of the Transfers, the
      Debtors and their creditors suffered losses amounting to
      at least the value of the Transfers; and

   -- At the time of the Transfers, there were creditors
      holding unsecured claims and there were insufficient
      assets to pay the Debtors' liabilities in full.

Accordingly, the Official Committee of Unsecured Creditors, on
the Debtors' behalf, seeks a Court judgment:

   (a) declaring the avoidance and setting aside of the
       Transfers pursuant to Section 547(b);

   (b) in the alternative, declaring the avoidance and setting
       aside of the Transfers pursuant to Section 548(a)(1)(B);

   (c) in the alternative, declaring the avoidance and setting
       aside of the Transfers pursuant to Bankruptcy Code
       Section 544, New York Debtor and Creditor Law Sections
       270-281 or other applicable law;

   (d) awarding to the Committee an amount equal to the
       Transfers and directing Mr. Rice to immediately pay the
       Transfers pursuant to Section 550(a), together with
       interest from the date of the Transfers; and

   (e) awarding to the Committee its attorneys' fees, costs and
       other expenses incurred. (Enron Bankruptcy News, Issue No.
       100; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EQUIFIN: Extends Term of Public Warrants to September 30, 2004
--------------------------------------------------------------
EquiFin, Inc.'s (AMEX:II and II,WS) Board of Directors extended
the expiration date of its 1,114,852 outstanding and publicly held
common stock purchase warrants from March 31, 2004 until September
30, 2004. Each warrant entitles the holder to purchase one share
of EquiFin's common stock at $1.00 per share. Although the term of
the Warrant's expiration has previously been extended, the Company
advised that there is no assurance that further extensions of the
expiration date will be made.

                         *    *    *

                  Going Concern Uncertainty

In a previous Form 10-KSB filing, Equifin Inc. reported:

"Equinox Business Credit Corp. (81% owned subsidiary) did not
meet the tangible net worth requirement of $3,000,000 under its
credit facility at December 31, 2002.  The lender has waived the
defaults and amended the credit facility to provide for a
tangible net worth requirement of $2,600,000 through May 31,
2003 and $3,900,000 effective June 30, 2003.  The operating
results for Equinox will not be adequate to establish this net
worth requirement during the last half of 2003 and, accordingly,
further capital contributions by EquiFin to cover such
deficiency will be required.  In addition to the agreement to
have a specific net worth which has required capital
contributions from EquiFin, Equinox has, through March 31, 2003,
operated as a negative cash flow business.  EquiFin has provided
operating cash to Equinox to cover such cash shortfalls.
EquiFin is continuing its capital formation efforts so that it
will be in a position to continue to provide Equinox with
capital for its operating needs and net worth coverage, however
there can be no assurances that such efforts will be successful.

"If EquiFin is unable to raise capital on a timely basis, or
liquidate any of its other assets on a timely basis to meet
Equinox' net worth and/or cash flow needs, Equinox would be
required to attempt to negotiate a waiver with the lender on the
net worth requirement of its Credit Facility.  There can be no
assurance the lender would consent to this request.  If
sufficient cash is not timely available for Equinox' operating
needs, a reduction in operating expenses or a liquidation of
certain assets would be required to continue Equinox'
operations.  Equinox also does not expect to meet the interest
coverage requirement in April 2003.  Accordingly, these matters
raise substantial doubt about the Company's ability to continue
as a going concern."


ESPARZA WELDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Esparza Welding & Machine Shop, Inc.
        dba EW Corporation
        114 North Center Street
        Westmorland, California 92281

Bankruptcy Case No.: 04-00943

Type of Business: The Debtor provides metal fabrication, machine
                  shop, and industrial construction to the heavy
                  civil, process, and material handling
                  industries.  See http://www.ewcorporation.com/

Chapter 11 Petition Date: February 2, 2004

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsels: Dean T. Kirby, Jr., Esq.
                   Kirby & McGuinn, A.P.C.
                   600 B Street, Suite 1950
                   San Diego, CA 92101
                   Tel: 619-685-4000

                   Gerald P. Kennedy, Esq.
                   Geraldine A. Valdez, Esq.
                   Procopio, Cory, Hargreaves and Savitch
                   530 B Street, Suite 2100
                   San Diego, CA 92101
                   Tel: 619-238-1900

Total Assets: $3,337,274

Total Debts:  $2,667,024

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Imperial Pipe & Supply        Trade debt                 $92,539

Internal Revenue Service      Payroll taxes              $90,000

Foundation Pile               Trade debt                 $76,920

Reliance Metal Center         Trade debt                 $72,840

Elms Equipment                Trade debt                 $71,370

Peter Deluca                  Loan                       $71,000

State Board of Equalization   Sales tax                  $65,625

Smith Kandal Insurance        Insurance                  $59,947

Southland Geotechnical        Trade debt                 $37,985

VISA                          Trade debt                 $37,405

Hydrodynamics                 Trade debt                 $33,890

Airgas West, Inc.             Trade debt                 $27,567

State Fund Compensation       Workers Compensation       $24,545

Coast Crane Company           Trade debt lawsuit         $22,985
                              Filed

Esco Corporation              Trade debt                 $21,963

Sandler, Lasry, Laube, Byer   Legal fees                 $20,061
& Val

Process Equipment             Trade debt                 $18,133

Anderson Industrial           Trade debt                 $17,318
Scafolding

Mann Company                  Trade debt                 $16,862

Commercial Metal Forming      Trade debt                 $16,774


EXTENDED STAY: S&P Watches Low-B Ratings over Acquisition News
--------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on Extended Stay America Inc. on
CreditWatch with negative implications.

Spartanburg, South Carolina-headquartered ESA operates about 475
extended stay hotels in more than 40 states, and had about $1.1
billion of debt outstanding at December 2003.

"The CreditWatch listing reflects the planned acquisition of ESA
by affiliates of The Blackstone Group for $19.625 per share, or a
total value of over $3.1 billion including debt," said Standard &
Poor's credit analyst Sherry Cai. The transaction is expected to
close during the second quarter of 2004, subject to shareholder
approval and other customary conditions.  Homestead Studio Suites,
a Blackstone holding  with 132 extended stay hotels, will oversee
management of the ESA hotel portfolio.

Blackstone plans to finance the transaction with an approximately
$2.7 billion credit facility. ESA's existing credit facility will
be repaid and the company expects to tender for the outstanding
subordinated debt issues.

Standard & Poor's will review ESA's ratings after evaluating the
company's future operating and financial strategies.


EXTENDED STAY: Moody's Places Ratings on Review for Possible Cuts
-----------------------------------------------------------------
Moody's Investors Service placed the ratings on $1.4 billion of
Extended Stay America debt on review for possible downgrade:

   Rating  Security
   ------  --------
   Ba3     $200 mil. revolving credit facility due 2007
   Ba3      $50 mil. A-1 facility term loan due 2007
   Ba3      $50 mil. A-2 facility delayed draw term loan due 2007
   Ba3     $100 mil. A-3 facility delayed draw term loan due 2007
   Ba3     $500 mil. facility term loan due 2008
   B2      $200 mil. 9.15% senior subordinated notes due 2008
   B2      $300 mil. 9.87% senior subordinated notes due 2011

Moody's says ESA's senior implied rating is Ba3 and gives the
lodging company a B1 senior unsecured long-term issuer rating.

The rating actions was due to news of ESA's acquisition by an
affiliate of The Blackstone Group for a projected price of $3.1
billion, including debt. The proceeds will be used to repay $500
million of outstanding subordinated notes and existing bank debts.
The deal is anticipated to close in the second quarter of 2004.

Headquartered at Spartanburg, South Carolina, Extended Stay
develops, owns and operates lodging facilities under the Extended
Stay America, Studio Plus and Crossland brand names.


EZENIA! INC: Fiscal Year 2003 Net Loss Narrows to $828,000
----------------------------------------------------------
Ezenia! Inc. (OTC Bulletin Board: EZEN), a leading provider of
real-time collaboration solutions for corporate and government
networks and eBusiness, reported its operating results for its
fiscal fourth quarter and full year ended December 31, 2003.

The Company generated revenues of $2.2 million for the fourth
quarter of 2003, compared to $2.9 million for the corresponding
period of the previous year. For the year ended December 31, 2003,
reported revenues were $8.2 million, as compared with $11.4
million for the year ended December 31, 2002.

Net income for the fiscal fourth quarter of 2003 was approximately
$557,000 ($0.04 per share), compared to net income for the same
period in the prior year of $3.4 million ($0.25 per share). The
net loss for the year ended December 31, 2003 was approximately
$828,000 ($0.06 per share), compared to a reported net loss for
the year ended December 31, 2002 of $18.6 million ($1.36 per
share). Net income in the fourth quarter, and the net loss for the
full year 2003, included an income tax benefit of approximately
$267,000, related to a change in the estimate for potential
liabilities related to Federal and State income taxes paid in
prior years. Net income for the prior year quarter included a gain
of $3.7 million ($.27 per share) related to the sale of certain
patents associated with its videoconferencing business. The
reported net loss in the full year 2002 included a gain on the
sale of the videoconferencing patents of $4.9 million ($0.36 per
share), the effect of a write-down of inventory of approximately
$3.7 million ($0.27 per share), a provision for impairment of
long-lived assets of approximately $2.3 million ($0.17 per share),
an income tax benefit of $2.7 million related to a change in the
tax laws extending the years the Company was able to carryback net
operating losses ($0.19 per share), and a write-off of goodwill of
$10.7 million ($0.78 per share) related to the adoption of a new
accounting standard.

"We are pleased to have returned to profitability in the fourth
quarter of 2003. As we noted in our release last quarter, there
were key aspects to our business at that time that we felt were
very encouraging, and this positive trend has continued," noted
Khoa Nguyen, Ezenia! Chairman and CEO. "In particular, orders for
InfoWorkSpace received in the fourth quarter 2003, particularly
from new and renewing customers within the U.S. Department of
Defense (DoD), continued along the promising path set in the third
quarter. We realized strong growth in our overall revenues from
InfoWorkSpace this year, with a 31% increase in reported revenues
in the fourth quarter of 2003 from this product over the same
period last year, and an overall 26% increase in reported revenues
for the full year 2003 as compared with 2002. And with our
continuing keen focus on cost control, we were able to increase
our gross margin on sales of InfoWorkSpace this quarter, and
maintain our reduced quarterly operating expenses, to $1.2 million
in the fourth quarter 2003 compared with $2.0 million in the same
period last year. We continue to realize the benefit of sales of
our legacy videoconferencing equipment, which in the fourth
quarter of 2003 provided the difference between an operating loss
and the operating income we were able to report."

"Regarding future sales of our legacy videoconferencing equipment
and its impact on our margins, the overall 66.5% gross margin we
reported in the fourth quarter of 2003 is somewhat skewed by the
higher margin sales of this equipment. While it is difficult to
forecast, we are not expecting to realize meaningful sales of this
legacy equipment in future quarters, and thus we do not believe
our reported gross margins this quarter are indicative of our
margins going forward. We anticipate, however, that revenues we
expect to recognize from our recent increase in InfoWorkSpace
orders over the next several quarters, and the gross margin on
these revenues, will largely offset any expected decline in sales
and related gross margin of our legacy videoconferencing
equipment."

"The result of these positive trends has enabled us to begin 2004
with a total cash and net collectible accounts receivable balance
of $5.1 million, which is approximately $878,000 higher than where
we began 2003, a very significant increase given the improvements
in our margin, and the reductions we have realized in our
operating expense run rate. We are very encouraged to begin 2004
in such a comparatively more favorable position. The road ahead
remains very challenging, both operationally and with respect to
the Company's liquidity and capital resources, but we continue to
believe the direction we are taking is the right one."

Ezenia! Inc.'s December 30, 2003 balance sheet shows a recovery of
total stockholders' equity at $552,000. At September 30, 2003,
Ezenia! Inc. reported a shareholders' equity deficit of about
$10,000.

                       About Ezenia! Inc.

Ezenia! Inc. (OTC Bulletin Board: EZEN), founded in 1991, is a
leading provider of real-time collaboration solutions, bringing
new and valuable levels of interaction and collaboration to
corporate networks and the Internet. By integrating voice, video
and data collaboration, the Company's award-winning products
enable groups to interact through a natural meeting experience
regardless of geographic distance. Ezenia! products allow
dispersed groups to work together in real-time using powerful
capabilities such as instant messaging, whiteboarding, screen
sharing and text chat. The ability to discuss projects, share
information and modify documents allows users to significantly
improve team communication and accelerate the decision- making
process. More information about Ezenia! Inc. can be found at the
Company's Web site at http://www.ezenia.com/


FEDDERS: Completes Refinancing & Reorganizes Corporate Structure
----------------------------------------------------------------
Fedders Corporation (NYSE: FJC), a leading global manufacturer of
air treatment products and the parent company of Fedders North
America, Inc. (FNA), completed of FNA's refinancing.  In the
refinancing, FNA issued $155 million of 9-7/8% Senior Notes Due
2014 and repurchased approximately $128.2 million, or
approximately 85.4%, of the $150 million outstanding principal
amount of its 9-3/8% Senior Subordinated Notes due 2007.

The Company expects to redeem the balance of these notes on April
6, 2004, which is the first date on which they may be redeemed.
    
In connection with the refinancing, Fedders is reorganizing its
corporate structure such that those subsidiaries engaged
principally in domestic operations will become direct or indirect
subsidiaries of FNA, and those subsidiaries engaged principally in
international operations will become direct or indirect
subsidiaries of Fedders International, Inc.  

Sal Giordano, Jr., Chairman and Chief Executive Officer, stated,
"This refinancing and reorganization, together with the proceeds
of our recent preferred stock offering, put Fedders in a powerful
position to expand its global business."

                         *   *   *

As reported in the Troubled Company Reporter's February 24, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC+'
rating to Fedders North America Inc.'s proposed $160 million
senior subordinated notes due 2014, offered under Rule 144A with
registration rights. The notes will be guaranteed by Fedders
Corp., its parent, as well as by Fedders North America's domestic
subsidiaries, which manufacture central air conditioning and
thermoelectric products.

At the same time, Fedders Corp.'s 'B' corporate credit rating was
affirmed.

The new rating is based on preliminary documentation, and is
subject to review once final documentation is received. Net
proceeds of the proposed offering will fund the cash tender offer
for Fedders North America's outstanding 9-3/8% senior subordinated
notes due 2007. The 'CCC+' rating on Fedders' existing
subordinated notes due 2007 will be withdrawn upon completion of
the transaction. The outlook is stable.

"The ratings on Fedders continue to reflect the company's
relatively narrow product offering, the substantial seasonality of
its businesses, high customer concentration, and its weak
financial profile," said Standard & Poor's credit analyst Jean C.
Stout. "These factors are partially mitigated by the company's
strong market share in the highly competitive U.S.-based room air
conditioning industry."

Liberty Corner, New Jersey-based Fedders is a leading global
manufacturer of a wide variety of air-treatment products,
including air conditioners, air cleaners, humidifiers,
dehumidifiers, and thermal technology products.


FLEMING: Asks Court to Award Damages over Greenwich's Breach
------------------------------------------------------------
Fleming Companies, Inc. accuses Greenwich Insurance Company, AIG
Europe (UK) Limited, Underwriters at Lloyd's Syndicates, Zurich
Specialties London Limited, RLI Insurance Company, Twin Cities
Fire Insurance Company, Starr Excess Liability International
Insurance, Ltd., Gulf Insurance Company, and Lumbermens Mutual
Casualty Company, for breach of contract for failing to pay sums
due under a Management Liability and Company Reimbursement
Insurance Policy for the period February 5, 2002, to
February 5, 2003.  Fleming seeks damages and a declaratory
judgment against all of the Defendants regarding its rights under
the Greenwich and all excess coverage policies.

                      Greenwich's Policies

The Greenwich primary policy terms required that the Defendants
pay, on behalf of Fleming and its officers and directors, all
"Loss" for which Fleming did not agree to indemnify Greenwich.  
Greenwich is required to pay on behalf of Fleming all "Loss"
resulting from any "Securities Claim."  The liability limits are
$15,000,000, including defense costs, and Fleming avers it paid
all of the premiums.  Because of Fleming's insolvency, there is
no applicable retention.

                       The Excess Policies

Fleming also purchased a number of excess policies for the policy
period, so that its total directors' and officers' insurance
limits are $100,000,000.  These excess policies follow the form
of the Greenwich policy.

                      The SEC Investigation

On February 13, 2003, the Securities & Exchange Commission began
a formal investigation to determine if any persons or entities
had engaged in conduct in violation of the securities laws in the
offer, sale or purchase of securities issued by Fleming.  As a
result of the investigation, Fleming engaged professionals,
including PricewaterhouseCoopers, FTI and Sonnenschein Nath &
Rosenthal, to provide services to enable Fleming to properly
respond to and defend against the Formal Investigation.

                       Greenwich's Breach

So far, Fleming has incurred expenses in excess of $4,000,000 to
these professionals for their services, and has tendered the
professional expenses to Greenwich for reimbursement under the
Greenwich Policy.  Greenwich has refused to reimburse Fleming for
these expenses, saying these costs are not covered under the
Policies.  Fleming, therefore, asks for a judgment for damages
for breach of the insurance contracts.

                           The Report

Christopher J. Lhulier, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub PC in Wilmington, Delaware, relates that PwC
has prepared a confidential report as part of Fleming's analysis
and effort to defend itself.  This report is subject to the
attorney-client and work product privileges.  Nonetheless,
Greenwich and the Excess Insurers have demanded a copy of the
Report and have asserted that failure to provide it would be a
breach of the "Assistance Cooperation and Subrogation" clause of
the Greenwich Policy.  A breach of this Assistance Cooperation
and Subrogation clause of the Greenwich Policy may impact
coverage under the D&O policies.  Fleming, therefore, seeks a
determination of whether it is required by the Policies to
furnish the Report to the Defendants.

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)


FLEXPOINT SENSOR: Equity Retains Stake in Reorganized Company
-------------------------------------------------------------
Flexpoint Sensor Systems Inc. (Pink Sheets:FLXT) emerged from
Chapter 11 bankruptcy protection after the United States
Bankruptcy Court confirmed its plan of reorganization with the
effective date of March 5, 2004.

Details of the confirmed plan include:

-- Overwhelming approval by shareholders and creditors

-- Secured sufficient financing to settle with creditors and $1.5M
   in funding for ongoing business operations

-- Company protects full ownership to its intellectual properties
   and technologies

-- Company is now aggressively negotiating contracts with former
   clients and new prospects

On July 31, 2001, Flexpoint was forced to seek protection under
federal bankruptcy laws after a partner withdrew its financial
support in conjunction with a $150 million contract. The contract
was for mass production of seat sensors for a smart air bag system
in the automobile industry.

Upon the approval of the plan, Flexpoint will emerge from
bankruptcy with its technology intact and sufficient financing to
begin operations and take its technology back to the marketplace.

CEO John Sindt stated, "Flexpoint emerged from bankruptcy with a
renewed strength, revitalized balance sheet, and the financing
required to move forward. It was my priority to remain in contact
and work closely with leaders in the automotive, medical,
industrial controls, and government sectors. It is these
relationships that will land us multimillion dollar contracts. We
anticipate new orders from two proven applications within the next
sixty days."

Flexpoint Sensor Systems, Inc. has developed and patented the Bend
Sensor technology. The Bend Sensor is a technological breakthrough
that offers a superior solution for applications that require
accurate measurement and sensing of deflection, acceleration and
range of motion. Global market opportunities include automotive,
medical, industrial controls, government, health and fitness,
security, computer, aerospace, transportation and consumer
products.


GAMES INC: Ability to Continue as Going Concern is in Doubt
-----------------------------------------------------------
As shown in the Company's condensed consolidated financial
statements, Games Inc. incurred a net loss of $1,341,230 for the
six months ended December 31, 2003. Current liabilities of
$2,343,648 at December 31, 2003 exceed current assets of
$2,214,208 at by $129,440. Total assets at December 31, 2003 of
$3,834,459 exceed total liabilities of $3,125,026.

Management of the Company is developing a plan to license the sale
of lottery tickets online and to further develop its internet
games web sites. In addition, the Company is seeking to raise
equity capital to fund and expand its operations in addition to
fund acquisitions.

Management believes that by (i) integrating the Games.com assets,
(ii) by obtaining a license to sell lottery tickets online and
(iii) if they are successful in obtaining additional equity
capital to fund acquisitions, the cash flows would be sufficient
to fund operations through the near term. However, there can be no
assurance that the Company will be successful in its attempts to
obtain a license to sell lottery tickets online, integrate the
Games.com assets, to generate positive cash flows or raise
sufficient capital essential to its survival. To the extent that
the Company is unable to generate or raise the necessary operating
capital, it will become necessary to curtail operations.
Additionally, even if the Company does raise operating capital,
there can be no assurance that the net proceeds will be sufficient
to enable it to develop its business to a level where it will
generate profits and positive cash flows.

These matters raise substantial doubt about Games Inc.'s ability
to continue as a going concern.

Games Inc.'s success is highly dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely
basis, to obtain additional financing from related parties as may
be required, and ultimately to attain profitability. Management
expects to need and be able to attract additional capital for its
operations. However, there can be no assurance that management's
plans will be executed as anticipated.

At December 31, 2003, the Company had a cash balance of $155,645
compared to $9,563 at December 31, 2002.

Under the asset purchase agreement and license and royalty
agreement Games is committed to paying Atari, Inc. $3,000,000 in
cash for prepaid royalties on, or before, March 31, 2004. The
Company is seeking investment from outside to complete this
transaction. Chicago West Pullman, LLC has given Atari their
guarantee to complete the funding if Games is unsuccessful in
finding a suitable investor prior to March 31, 2004.

Unless and until its revenue stream matures, Games recognizes that
it will likely not have sufficient cash resources to fund its
operations through the end of fiscal 2004. The Company must be
able to close on additional financing transactions to fund ongoing
operations. The Company might be required to obtain financing on
terms that are not favorable to it and its shareholders. As stated
above, the Company received a going concern opinion from its
independent Auditor on its June 30, 2003 audited financial
statements.

If the Company is unable to obtain additional financing when
needed, it may be required to shutdown, delay or scale back
product development and marketing programs in order to meet its
short-term cash requirements, which could have a material adverse
effect on its business, financial condition and results of
operations.

Games Inc. is an online media and value-added information service
providing subscribers with access to entertaining proprietary
content via the Internet.  The Company, and its subsidiaries
operate a branded network of web sites targeting three allied
areas of interactive entertainment: government sponsored
lotteries, Internet games, and digital greetings.


GARDEN RIDGE: Gets Nod to Hire Paul Weiss as Bankruptcy Counsel
---------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to engage Paul, Weiss, Rifkind Wharton & Garrison LLP
as their general bankruptcy counsel.

The Debtors' chapter 11 cases are complex and require counsel with
a national reputation, extensive experience, and specialized and
substantial expertise in, among other areas, bankruptcy law, real
estate law, employment law, corporate law and tax law.

Paul Weiss is a full-service law firm with a national and
international presence. The Firm has experience and expertise in
every major substantive area of legal practice, and its regular
clients include leading public companies in a variety of
industries, smaller and privately-held businesses, major nonprofit
organizations and individuals.

Paul, Weiss will work closely with Young Conaway Stargatt &
Taylor, LLP, the Debtors' Delaware counsel, and such other
professionals as may be retained by the Debtors, taking whatever
steps are necessary and appropriate to avoid any unnecessary
duplication of effort with Young Conaway and the other
professionals.

Paul Weiss will:

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

   b) attend meetings and negotiating with representatives of
      creditors and other parties in interest and advising and
      consulting on the conduct of the cases, including all of
      the legal and administrative requirements of operating in
      chapter 11;

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions
      commenced under the Bankruptcy Code on their behalf, and
      objections to claims filed against the estates;

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

   e) negotiate and prepare, on the Debtors' behalf, chapter 11
      plan(s), disclosure statement(s) and all related
      agreements and documents and taking any necessary action
      to obtain confirmation of such plan(s);

   f) advise the Debtors with respect to any sale of assets and
      negotiating and preparing on the Debtors' behalf all
      agreements related thereto;

   g) appear before this Court and any appellate courts, and
      protecting the interests of the Debtors' estates before
      such courts; and

   h) perform all other legal services in connection with these
      chapter 11 cases.

Paul Weiss' standard hourly rates are:

         partners               $550 to $750 per hour
         counsel                $505 to $535 per hour
         associates             $295 to $495 per hour
         paraprofessionals      $145 to $200 per hour

The bankruptcy attorneys who will have primary responsibility for
representing the Debtors are:

      Professional Name      Position    Billing Rate
      -----------------      --------    ------------         
      Alan W. Kornberg       Partner     $750 per hour
      Curtis J. Weidler      Associate   $470 per hour
      Justin G. Brass        Associate   $400 per hour
      Katarina C. Lawergren  Associate   $400 per hour

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


GEO SPECIALTY: Interest Nonpayment Spurs S&P's D Sr. Debt Rating
----------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its senior secured bank
debt rating on GEO Specialty Chemicals Inc. to 'D' from 'CC'. GEO,
based in Cleveland, Ohio, had approximately $227 million of debt
outstanding as of Sept. 30, 2003.

"The downgrade follows GEO Specialty Chemicals' failure to make
the Feb. 2, 2004, interest payment due on its 10 1/8% $120 million
subordinated notes within the 30-day grace period, which is
considered an event of default under the company's bank credit
facility," said Standard & Poor's credit analyst Franco DiMartino.
The corporate credit rating was lowered to 'D' on February 3,
2004, following the company's missed interest payment on its
subordinated notes. GEO is actively pursuing discussions with its
senior lenders and representatives of the subordinated note
holders towards a financial restructuring of the company's balance
sheet.

Privately held GEO manufactures and markets various specialty
chemicals to a variety of industries, including coatings,
electronics, water treatment, construction, oil and gas
production, industrial rubber, and wire and cable. The company's
operating and financial difficulties stem primarily from
substantially reduced volumes and profitability in the gallium
market, which has not recovered since its falloff in early 2001,
as well as a weak domestic economy in recent years and higher raw
material costs, which have negatively pressured results for GEO's
other business units.


GLOBAL CROSSING: Stipulation Estimates NOAA Claims at $13.5 Mill.
-----------------------------------------------------------------
On October 30, 2002 and May 27, 2003, the United States
Department of Commerce, National Oceanic and Atmospheric
Administration filed certain proofs of claim -- Claim Nos. 9644
and 10986 -- against the Global Crossing Ltd. Debtors relating to
the Authorization/Special Use Permit to conduct activities in the
Olympic Coast National Marine Sanctuary issued on November 24,
1999 by the Government.

On November 4, 2003, the Debtors and the Creditors Committee
filed a joint request to estimate certain disputed, contingent
and unliquidated Class F Claims, and to establish a Disputed
Claims Reserve.

As of the Effective Date, an Estate Representative consisting of
five individual designees designated to, among other things,
continue the claims resolution process, including the
establishment of the Disputed Claims Reserve.

After arm's-length negotiations and with the Court's consent, the
Estate Representative and the NOAA agree that:

   (a) For purposes of establishing the Disputed Claims Reserve,
       the NOAA Claims will be estimated in the aggregate amount
       of $13,520,000;

   (b) The Estimated Claim Amount will serve as the maximum
       amount of the NOAA Claims for purposes of determining the
       allowed amount of the Claims in the Debtors' Chapter 11
       cases.  However, nothing will preclude the NOAA from
       taking enforcement action to the extent that it determines
       that such enforcement action is appropriate pursuant to 16
       U.S.C. Sections 1437, 1441, and 1443.  Nothing will also
       preclude the NOAA from asserting any claims or rights
       against third parties.

   (3) The Estate Representative agrees to adjourn the hearing on
       the Estimation Request as it pertains to the NOAA Claims
       and reserve the right to seek a continued hearing date on
       not less than 20 days' notice to the NOAA;

   (4) The Estate Representative agrees to adjourn the objection
       to the NOAA Claims.  The Estate Representative agrees not
       to seek a continued hearing date on the Objection as it
       pertains to the NOAA Claims before February 13, 2004, and
       to provide at least 20 days' notice of any continued
       hearing to the NOAA.  Nothing will constitute a final
       determination of the allowed amount of the NOAA Claims.
       The Estate Representative reserves all rights with respect
       to the Objection as it pertains to the NOAA Claims.

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)


CENTURY CARE: Hires Gorman to Assist in Reorganization Plan
-----------------------------------------------------------
Century Care of America, Inc., tells the U.S. Bankruptcy Court for
the Western District of Texas, Austin Division, that it wants to
employ Rod E. Gorman, Esq., as its Special Counsel.

The Debtor relates that since June of 1985 Mr. Gorman has
represented the Debtor as its corporate counsel and as to all real
estate matters involving acquisition, financing, refinancing,
sale, incorporations and transfer of its various nursing home
operations. The Debtor has had no other counsel handling or
negotiating concerning its real estate and corporate structuring.

The Debtor seeks to continue Mr. Gorman's employment in matters
involving the financing, refinancing and sale or transfer of its
various nursing home properties and to provide his extensive
knowledge and experience involving the operations and the
Company's assets.

The Debtor believes that the formulation of its plan of
reorganization will require either the refinancing of its nursing
home assets or the partial liquidation of its nursing home
facilities.  The process will require extensive knowledge of the
complex operations of the nursing loans upon which Mr. Gorman has
the current and background knowledge of, making the plan of
reorganization more cost effective for the estate and its
creditor. The Debtor will pay Mr. Gorman its $200 current hourly
rate.

Headquartered in Marble Falls, Texas, Century Care of America,
Inc., a provider of healthcare services, filed for chapter 11
protection on February 11, 2004 (Bankr. W.D. Tex. Case No.
04-10801).  J. Craig Cowgill, Esq., at Cowgill & Holmes, PLLC
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$51,471,523 in total assets and $21,052,563 in total debts.


GREEN TREE: S&P Takes Rating Actions on Related Housing Deals
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 161
classes from various manufactured housing transactions related to
Green Tree Investment Holdings LLC, formerly Conseco Finance
Corp.'s manufactured housing business, and removed them from
CreditWatch negative, where they were placed Jan. 9, 2004. At the
same time, ratings are affirmed on 22 classes from various Green
Tree manufactured housing transactions and removed from
CreditWatch negative, where they were also placed Jan. 9, 2004.

The lowered ratings reflect the continued poor performance of the
underlying pools of manufactured housing contracts and the
resulting deterioration of credit enhancement, with series issued
in recent vintages displaying greater signs of stress relative to
series issued in previous vintages. Although delinquency levels
have decreased in some transactions, the high level of
repossessions and loss severities have caused credit support in
Green Tree's manufactured housing transactions to be significantly
depleted. Most of the transactions have experienced principal
write-downs on their subordinate classes. In some transactions,
high losses have caused the complete principal write-down on the
subordinate classes, resulting in the partial principal write-down
of the mezzanine classes.

The affirmed ratings reflect the sufficient credit support that is
available to support the classes at their current rating levels.
Although projected lifetime cumulative net losses for all
transactions significantly exceed original expectations, credit
enhancement levels in some series issued in earlier vintages
continue to provide adequate protection to investors in order to
maintain the current ratings. Credit enhancement for the classes
in seasoned transactions with affirmed ratings has been achieved
through the sequential pay structure of the deals in which
subordination levels supporting the senior classes continue to
build as the collateral pools and the senior classes pay down.

Green Tree exited the manufactured home financing business and
suspended its loan assumption program in November 2002. The
discontinuation of its loan assumption program resulted in higher
repossessions, and the suspension of its manufactured home lending
business has limited its ability to liquidate repossessed units
through retail channels, causing it to be more reliant on
wholesale liquidation channels. In conjunction with the depressed
repossession resale market, these factors have resulted in the
further weakening of recovery rates associated with these
transactions. Recovery rates on all of Green Tree's manufactured
housing transactions have dissipated substantially.

Green Tree Investment Holdings LLC (formerly CFN Investment
Holdings LLC) completed its asset purchase from Conseco Finance
Corp. in June 2003. Green Tree Investment Holdings LLC is a joint
venture between Fortress Investment Group LLC, Cerberus Capital
Management L.P., and JC Flowers & Co. LLC.
    
        RATINGS LOWERED AND REMOVED FROM CREDITWATCH
    
        Green Tree Financial Corp. Man Hsg Trust 1995-2
                    Rating
        Class   To           From
        B-1     A-           AA/Watch Neg
            
        Green Tree Financial Corp. Man Hsg Trust 1995-3
                    Rating
        Class   To           From
        B-1     A+           AAA/Watch Neg    
    
        Green Tree Financial Corp. Man Hsg Trust 1995-4
                    Rating
        Class   To           From
        M-1     AA           AA+/Watch Neg    
        B-1     BB           BBB+/Watch Neg   
            
        Green Tree Financial Corp. Man Hsg Trust 1995-5
                    Rating
        Class   To           From
        B-1     A            A+/Watch Neg     
            
        Green Tree Financial Corp. Man Hsg Trust 1995-6
                    Rating
        Class   To           From
        B-1     BBB          BBB+/Watch Neg   
            
        Green Tree Financial Corp. Man Hsg Trust 1995-7
                    Rating
        Class   To           From
        B-1     BBB-         BBB+/Watch Neg   
    
        Green Tree Financial Corp. Man Hsg Trust 1995-8
                    Rating
        Class   To           From
        B-1     BB+          BBB+/Watch Neg    
            
        Green Tree Financial Corp. Man Hsg Trust 1995-9
                    Rating
        Class   To           From
        M-1     A+           AA-/Watch Neg     
        B-1     BB           BBB+/Watch Neg   
            
        Green Tree Financial Corp. Man Hsg Trust 1995-10
                    Rating
        Class   To           From
        B-1     BB           BBB+/Watch Neg    
            
        Green Tree Financial Corp. Man Hsg Trust 1996-1
                    Rating
        Class   To           From
        M-1     AA-          AA/Watch Neg      
        B-1     BB           BBB+/Watch Neg   
            
        Green Tree Financial Corp. Man Hsg Trust 1996-2
                    Rating
        Class   To           From
        M-1     A-          AA-/Watch Neg    
        B-1     CCC         BBB-/Watch Neg   
     
        Green Tree Financial Corp. Man Hsg Trust 1996-3
                    Rating
        Class   To           From
        M-1     BBB+         AA-/Watch Neg    
        B-1     CCC          BBB-/Watch Neg   
           
        Green Tree Financial Corp. Man Hsg Trust 1996-4
                    Rating
        Class   To           From
        M-1     BB           A/Watch Neg      
        B-1     CCC-         B+/Watch Neg     
    
        Green Tree Financial Corp. Man Hsg Trust 1996-5
                    Rating
        Class   To           From
        M-1     BBB-         A+/Watch Neg      
        B-1     CCC-         B/Watch Neg      
    
        Green Tree Financial Corp. Man Hsg Trust 1996-6
                    Rating
        Class   To           From
        M-1     BBB          AA-/Watch Neg    
        B-1     CCC-         B+/Watch Neg     
    
        Green Tree Financial Corp. Man Hsg Trust 1996-7
                    Rating
        Class   To           From
        M-1     BBB+         AA-/Watch Neg
        B-1     CCC          BB+/Watch Neg
     
        Green Tree Financial Corp. Man Hsg Trust 1996-8
                    Rating
        Class   To           From
        M-1     BB+          A+/Watch Neg
        B-1     CCC-         B-/Watch Neg
            
        Green Tree Financial Corp. Man Hsg Trust 1996-9
                    Rating
        Class   To           From
        M-1     BBB+         AA-/Watch Neg
        B-1     CCC          BB/Watch Neg
    
        Green Tree Financial Corp. Man Hsg Trust 1996-10
                    Rating
        Class   To           From
        M-1     BBB          AA-/Watch Neg
        B-1     CCC          BB-Watch Neg
    
        Green Tree Financial Corp. Man Hsg Trust 1997-4
                    Rating
        Class   To           From
        M-1     BBB-         AA-/Watch Neg
        B-1     CCC-         BB/Watch Neg
     
        Green Tree Financial Corp. Man Hsg Trust 1997-6
                    Rating
        Class   To           From
        A-6     AA+          AAA/Watch Neg
        A-7     AA+          AAA/Watch Neg
        A-8     AA+          AAA/Watch Neg
        A-9     AA+          AAA/Watch Neg
        A-10    AA+          AAA/Watch Neg
        M-1     BB           A+/Watch Neg
        B-1     CCC-         B+/Watch Neg
             
        Green Tree Financial Corp. Man Hsg Trust 1997-7
                    Rating
        Class   To           From
        A-6     AA+          AAA/Watch Neg
        A-7     AA+          AAA/Watch Neg
        A-8     AA+          AAA/Watch Neg
        A-9     AA+          AAA/Watch Neg
        A-10    AA+          AAA/Watch Neg
        M-1     BB           A+/Watch Neg
        B-1     CCC-         B+/Watch Neg
            
        Green Tree Financial Corp. Man Hsg Trust 1997-8
                    Rating
        Class   To           From
        A-1     AA+          AAA/Watch Neg
        M-1     BB           A+/Watch Neg
        B-1     CCC-         B+/Watch Neg
    
        Green Tree Financial Corp. Man Hsg Trust 1998-2
                    Rating
        Class   To           From
        A-5     A+           AAA/Watch Neg
        A-6     A+           AAA/Watch Neg
        M-1     B+           BBB+/Watch Neg
        B-1     CCC-         B-/Watch Neg
            
        Green Tree Financial Corp. Man Hsg Trust 1998-3
                    Rating
        Class   To           From
        A-5     A+           AA+/Watch Neg
        A-6     A+           AA+/Watch Neg
        M-1     B            BBB+/Watch Neg
        B-1     CCC-         B-/Watch Neg
            
        Green Tree Financial Corp. Man Hsg Trust 1998-5
                    Rating
        Class   To           From
        A-1     AA-          AAA/Watch Neg    
        M-1     BB-          A-/Watch Neg     
        B-1     CCC-         B-/Watch Neg     
     
        Green Tree Financial Corp. Man Hsg Trust 1998-6
                    Rating
        Class   To           From
        A-5     AA-          AA+/Watch Neg
        A-6     A            AA+/Watch Neg
        A-7     A            AA+/Watch Neg
        A-8     A            AA+/Watch Neg
        M-1     B+           BBB+/Watch Neg
        M-2     CCC+         BB+/Watch Neg
        B-1     CCC-         B-/Watch Neg
    
        Green Tree Financial Corp. Man Hsg Trust 1998-8
                    Rating
        Class   To           From
        A-1     A-           AA-/Watch Neg
        M-1     BB-          BBB+/Watch Neg
        M-2     CCC+         BB/Watch Neg
        B-1     CCC-         CCC/Watch Neg
    
        Manufactured Housing Sr/Sub Pass-Thru Trust 1999-1
                    Rating
        Class   To           From
        A-4     BBB          A/Watch Neg
        A-5     BBB          A/Watch Neg
        A-6     BBB          A/Watch Neg
        A-7     BBB          A/Watch Neg
        M-1     B-           BBB-/Watch Neg
        M-2     CCC          B/Watch Neg
        B-1     CCC-         CCC/Watch Neg
            
        Manufactured Housing Sr/Sub Pass-Thru Trust 1999-2
                    Rating
        Class   To           From
        A-3     BBB          A/Watch Neg
        A-4     BBB          A/Watch Neg
        A-5     BBB          A/Watch Neg
        A-6     BBB          A/Watch Neg
        A-7     BBB          A/Watch Neg
        M-1     B-           BB+/Watch Neg
        M-2     CCC          B/Watch Neg
        B-1     CCC-         CCC/Watch Neg
           
        Manufactured Housing Sr/Sub Pass-Thru Trust 1999-3
                    Rating
        Class   To           From
        A-5     BBB          BBB+/Watch Neg
        A-6     BBB          BBB+/Watch Neg
        A-7     BBB          BBB+/Watch Neg
        A-8     BBB          BBB+/Watch Neg
        A-9     BBB          BBB+/Watch Neg
        M-1     B-           BB-/Watch Neg
        M-2   CCC             B-/Watch Neg
   
        Manufactured Housing Senior/Sub Pass-Thru Trust 1999-4
                    Rating
        Class   To           From
        A-5     BB-          BBB-/Watch Neg
        A-6     BB-          BBB-/Watch Neg
        A-7     BB-          BBB-/Watch Neg
        A-8     BB-          BBB-/Watch Neg
        A-9     BB-          BBB-/Watch Neg
        M-1     CCC          B-/Watch Neg
        M-2     CCC-         CCC/Watch Neg
   
        Manufactured Housing Sr/Sub Pass-Thru Trust 1999-5
                    Rating
        Class   To           From
        A-4     B+           BBB-/Watch Neg
        A-5     B+           BBB-/Watch Neg
        A-6     B+           BBB-/Watch Neg
        M-1     CCC          B-/Watch Neg
        M-2     CCC-         CCC/Watch Neg
   
        Manufactured Housing Contract Sr/Sub Pass-Thru Tr 1999-6
                    Rating
        Class   To           From
        A-1     B-           BBB-/Watch Neg
        M-1     CCC          B-/Watch Neg
        M-2     CCC-         CCC/Watch Neg
   
        Manufactured Housing Sen/Sub Pass-thru Trust 2000-2
                    Rating
        Class   To           From
        A-3     BB-          BBB-/Watch Neg
        A-4     CCC+         BBB-/Watch Neg
        A-5     CCC+         BBB-/Watch Neg
        A-6     CCC+         BBB-/Watch Neg
        M-1     CCC-         B-/Watch Neg
        M-2     CCC-         CCC/Watch Neg
   
        Conseco MH Senior/Subordinate Pass-Through Trust 2000-3
                    Rating
        Class   To           From
        A       B-           BBB-/Watch Neg
        M-1     CCC          B-/Watch Neg
        M-2     CCC-         CCC/Watch Neg
            
        Manufactured Hsg Contract Sr/Sub Pass-thru Certs
           Ser 2000-4
                    Rating
        Class   To           From
        A-4     CCC+         BBB-/Watch Neg
        A-5     CCC+         BBB-/Watch Neg
        A-6     CCC+         BBB-/Watch Neg
        M-1     CCC-         B-/Watch Neg
        M-2     CCC-         CCC/Watch Neg
           
        Manufactured Hsg Contract Sr/Sub Pass-thru Certs
           Ser 2000-5
                    Rating
        Class   To           From
        A-4     B-           BBB-/Watch Neg
        A-5     B-           BBB-/Watch Neg
        A-6     B-           BBB-/Watch Neg
        A-7     B-           BBB-/Watch Neg
        M-1     CCC-         B-/Watch Neg
        M-2     CCC-         CCC/Watch Neg
     
        Manufactured Hsg contract Sr/Sub Pass-thru Certs
           Ser 2000-6
                    Rating
        Class   To           From
        A-4     B            BBB+/Watch Neg  
        A-5     B            BBB+/Watch Neg  
        M-1     CCC          BB+/Watch Neg   
        M-2     CCC-         B/Watch Neg     
           
        Manufactured Hsg Contract Sr/Sub Pass-Thru Certs
           Ser 2001-1
                    Rating
        Class   To           From
        A-3     BB+          A/Watch Neg     
        A-4     B-           A/Watch Neg     
        A-5     B-           A/Watch Neg     
        M-1     CCC          BBB+/Watch Neg  
        M-2     CCC-         BB/Watch Neg    
           
        Manufactured Hsg Contract Sr/Sub Pass-Thru Certs
           Ser 2001-2
                    Rating
        Class   To           From
        M-1     B-           BBB+/Watch Neg  
        M-2     CCC          BBB-/Watch Neg  
           
        Manufactured Housing Contract Sr/Sub Pass-Thru Certs
           Series 2001-3
                    Rating
        Class   To           From
        A-2     B+           A+/Watch Neg    
        A-3     B+           A+/Watch Neg    
        A-4     B+           A+/Watch Neg    
        M-1     B-           A-/Watch Neg    
        M-2     CCC          BBB-/Watch Neg  
        B-1     CCC-         BB-/Watch Neg   
           
        Manufactured Housing Contract Sr/Sub Pass-Thru Certs
           Series 2001-4
                    Rating
        Class   To           From
        A-2     B+           A+/Watch Neg    
        A-3     B+           A+/Watch Neg    
        A-4     B+           A+/Watch Neg    
        M-1     B-           A-/Watch Neg    
        M-2     CCC          BBB-/Watch Neg  
        B-1     CCC-         BB-/Watch Neg   
            
        Manufactured Housing Contract Sr/Sub Pass-Through
           Certificates Series 2002-1
                    Rating
        Class   To           From
        A       BBB-         A+/Watch Neg     
        M-1-A   B-           BBB/Watch Neg    
        M-1-F   B-           BBB/Watch Neg    
        M-2     CCC          BB/Watch Neg     
        B-1     CCC          B+/Watch Neg     
           
        Manufactured Housing Contract Sr/Sub Pass-Through
           Certificates Series 2002-2
                    Rating
        Class   To           From
        A-2     BBB          A+/Watch Neg
        M-1     B+           A-/Watch Neg     
        M-2     B-           BBB-/Watch Neg   
        B-1     CCC          BB-/Watch Neg   
            
         RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH
    
        Green Tree Financial Corp. Man Hsg Trust 1995-2
                    Rating
        Class   To           From
        M-1     AAA          AAA/Watch Neg
            
        Green Tree Financial Corp. Man Hsg Trust 1995-3
                    Rating
        Class   To           From
        M-1     AAA          AAA/Watch Neg
                
        Green Tree Financial Corp. Man Hsg Trust 1995-5
                    Rating
        Class   To           From
        M-1     AAA          AAA/Watch Neg
    
        Green Tree Financial Corp. Man Hsg Trust 1995-6
                    Rating
        Class   To           From
        M-1     AA-          AA-/Watch Neg
    
        Green Tree Financial Corp. Man Hsg Trust 1995-7
                    Rating
        Class   To           From
        M-1     AA           AA/Watch Neg
    
        Green Tree Financial Corp. Man Hsg Trust 1995-8
                    Rating
        Class   To           From
        M-1     AAA          AAA/Watch Neg
    
        Green Tree Financial Corp. Man Hsg Trust 1995-10
                    Rating
        Class   To           From
        M-1     AA-          AA-/Watch Neg
                
        Green Tree Financial Corp. Man Hsg Trust 1997-4
                    Rating
        Class   To           From
        A-5     AAA          AAA/Watch Neg
        A-6     AAA          AAA/Watch Neg    
        A-7     AAA          AAA/Watch Neg    
     
        Manufactured Housing Senior/Sub Pass-Thru Trust 1999-3
                    Rating
        Class   To           From
        B-1     CCC-         CCC-/Watch Neg   
           
        Manufactured Housing Senior/Sub Pass-Thru Trust 1999-4
                    Rating
        Class   To           From
        B-1     CCC-         CCC-/Watch Neg  
           
        Manufactured Housing Senior/Sub Pass-Thru Trust 1999-5
                    Rating
        Class   To           From
        A-3     BBB-         BBB-/Watch Neg
        B-1     CCC-         CCC-/Watch Neg
             
        Manufactured Housing Sen/Sub Pass-thru Trust 2000-2
                    Rating
        Class   To           From
        B-1     CCC-         CCC-/Watch Neg
           
        Conseco MH Senior/Subordinate Pass-Through Trust 2000-3
                    Rating
        Class   To           From
        B-1     CCC-         CCC-/Watch Neg
               
        Manufactured Hsg contract Sr/Sub Pass-thru Certs
           Ser 2000-4
                    Rating
        Class   To           From
        A-3     BBB-         BBB-/Watch Neg
           
        Manufactured Hsg contract Sr/Sub Pass-thru Certs
           Ser 2000-5
                    Rating
        Class   To           From
        A-3     BBB-         BBB-/Watch Neg
        B-1     CCC-         CCC-/Watch Neg
           
        Manufactured Hsg contract Sr/Sub Pass-thru Certs
           Ser 2000-6
                    Rating
        Class   To           From
        A-3     BBB+         BBB+/Watch Neg
        B-1     CCC-         CCC-/Watch Neg
              
        Manufactured Hsg Contract Sr/Sub Pass-Thru Certs
           Ser 2001-2
                    Rating
        Class   To           From
        B-1     CCC-         CCC-/Watch Neg
            
                        RATINGS AFFIRMED
     
        Green Tree Financial Corp. Man Hsg Trust 1995-2
        Class    Rating
        A-6      AAA
             
        Green Tree Financial Corp. Man Hsg Trust 1995-3
        Class    Rating
        A-6      AAA
    
        Green Tree Financial Corp. Man Hsg Trust 1995-4
        Class    Rating
        A-5      AAA
        A-6      AAA
    
        Green Tree Financial Corp. Man Hsg Trust 1995-5
        Class    Rating
        A-6      AAA
   
        Green Tree Financial Corp. Man Hsg Trust 1995-6
        Class    Rating
        A-5      AAA
        A-6      AAA

        Green Tree Financial Corp. Man Hsg Trust 1995-7
        Class    Rating
        A-5      AAA
        A-6      AAA
    
        Green Tree Financial Corp. Man Hsg Trust 1995-8
        Class    Rating
        A-6      AAA
    
        Green Tree Financial Corp. Man Hsg Trust 1995-9
        Class    Rating
        A-6      AAA
   
        Green Tree Financial Corp. Man Hsg Trust 1995-10
        Class    Rating
        A-6      AAA
    
        Green Tree Financial Corp. Man Hsg Trust 1996-1
        Class    Rating
        A-4      AAA
        A-5      AAA
    
        Green Tree Financial Corp. Man Hsg Trust 1996-2
        Class    Rating
        A-4      AAA
        A-5      AAA
     
        Green Tree Financial Corp. Man Hsg Trust 1996-3
        Class    Rating
        A-5      AAA
        A-6      AAA
   
        Green Tree Financial Corp. Man Hsg Trust 1996-4
        Class    Rating
        A-6      AAA
        A-7     AAA
    
        Green Tree Financial Corp. Man Hsg Trust 1996-5
        Class    Rating
        A-6      AAA
        A-7      AAA
    
        Green Tree Financial Corp. Man Hsg Trust 1996-6
        Class    Rating
        A-6      AAA

        Green Tree Financial Corp. Man Hsg Trust 1996-7
        Class    Rating
        A-6      AAA
     
        Green Tree Financial Corp. Man Hsg Trust 1996-8
        Class    Rating
        A-6      AAA
        A-7      AAA
    
        Green Tree Financial Corp. Man Hsg Trust 1996-9
        Class     Rating
        A-5       AAA
        A-6       AAA
    
        Green Tree Financial Corp. Man Hsg Trust 1996-10
        Class    Rating
        A-5      AAA
        A-6      AAA
    
        Manufactured Hsg Contract Sr/Sub Pass-Thru Certs
           Ser 2001-1
        Class    Rating
        A-IO     A
           
        Manufactured Hsg Contract Sr/Sub Pass-Thru Certs
           Ser 2001-2
        Class    Rating
        A-IO     A
   
        Manufactured Housing Contract Sr/Sub Pass-Thru Certs
           Series 2001-3
        Class    Rating
        A-IO     A+
   
        Manufactured Housing Contract Sr/Sub Pass-Thru Certs
           Series 2001-4
        Class    Rating
        A-IO     A+
   
        Manufactured Housing Contract Sr/Sub Pass-Through
           Certificates Series 2002-2
        Class    Rating
        A-IO     AAA


GRIFFIN CALIFORNIA: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Griffin California Enterprises Inc.
        1300 Griffin Drive
        Greenwood, Arkansas 72936

Bankruptcy Case No.: 04-21553

Type of Business: The Debtor is a Real Estate Developer.

Chapter 11 Petition Date: February 18, 2004

Court: Eastern District Of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Marc Voisenat, Esq.
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: 510-272-9710

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


HOMAN, INC: Employing Steven Diller as Bankruptcy Counsel
---------------------------------------------------------
Homan, Inc., is seeking permission from the U.S. Bankruptcy Court
for the Northern District of Ohio, Western Division, to appoint
Steven L. Diller, Esq., as its bankruptcy counsel.

The Debtor expects Mr. Diller to:

   a. consult with and aid in the preparation and implementation
      of a plan of reorganization.

   b. represent the Debtor in all matters relating to such
      proceedings.

To the best of the Debtor's knowledge, Mr. Diller holds no
interest adverse to the debtor-in-possession, its creditors or any
other party in interest to these proceedings or their respective
attorneys, accountants and creditors.

The Debtor will pay Mr. Diller in his customary rate of $150 per
hour and his associates $90 per hour.

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


IKON OFFICE: S&P Cuts Corporate Credit Rating to BB
---------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on IKON Office Solutions Inc. and its wholly owned
subsidiary IOS Capital LLC to 'BB' from 'BBB-'. The ratings were
removed from CreditWatch, where they had been placed on
Dec. 11, 2003, following IKON's announcement that it had entered
into an asset-purchase and lease-financing agreement with
(unrated) GE Vendor Financial Services. The outlook is stable.

"The downgrade reflects IKON's diminished earnings diversity
following completion of the GE transaction and our expectation of
lower consolidated earnings and cash flow generation, excluding
retained lease receivables and any positive impact from potential
strategic investments," said Standard & Poor's credit analyst
Martha Toll-Reed.

As of Dec. 31, 2003, Valley Forge, Pa.-based IKON had total
consolidated debt outstanding of about $3.1 billion.

Standard & Poor's expects highly competitive conditions in the
mature global office equipment market to constrain revenue and
earnings growth over the rating horizon, despite moderate growth
prospects in the document management solutions business.

A significant base of recurring service and supplies revenues adds
some stability to IKON's revenue profile.

"We expect that IKON will use proceeds from the GE transaction to
accomplish a balanced mix of strategic objectives, including debt
reduction, investment in new strategic initiatives, and enhanced
shareholder returns," said Ms. Toll-Reed. "Nevertheless, IKON is
divesting a very profitable base of assets and earnings
diversity."

Excluding the cash impact of deferred tax payments resulting from
the GE transaction, IKON's core operations are expected to
generate positive free operating cash flow. The current rating
does not incorporate any positive earnings and cash flow impact
from potential strategic investments. Total debt (adjusted for
capitalized operating leases, retained lease receivables, and
anticipated debt reductions) to EBITDA is expected to be somewhat
higher over the rating horizon than historical levels of less
than 2.5x.

Upon completion of the GE transaction, IKON's near-term liquidity
will be significantly enhanced by retained cash proceeds. In
addition, IKON will benefit from materially reduced lease funding
and capital access requirements. As of Dec. 31, 2003, IKON had
approximately $183 million in non-restricted cash on its balance
sheet, and modest--less than $70 million--near-term, parent-level
debt maturities.


IRVINGTON SCDO: S&P Assigns Low-B Ratings to Two Notes Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Irvington SCDO 2004-1 Ltd.'s $58 million notes.

Irvington SCDO 2004-1 is a newly formed Cayman Islands single-
purpose entity that issued $58 million worth of notes on the
closing date, March 4, 2004. The proceeds of the notes were
invested pursuant to a collateralized investment agreement with
FSA Capital Management Services LLC (not rated), whose obligations
are guaranteed by Financial Security Assurance Inc. (FSA; 'AAA'
insurer financial enhancement rating) through a financial guaranty
insurance policy. Irvington SCDO 2004-1, pursuant to a credit
default swap, sold protection on a $6 billion referenced portfolio
of investment-grade corporate names. The credit protection buyer
and counterparty under the credit default swap is Bear Stearns
Credit Products Inc. (not rated), whose obligations are guaranteed
by The Bear Stearns Cos. ('A').

     The ratings are based on the following:

     -- Adequate credit support provided in the form of
        subordination;

     -- The 'AAA/A-1+' rating of FSA;

     -- The investment-grade ratings of the entities in the
        reference portfolio;

     -- Interest rate hedge agreement entered into with Bear
        Stearns Credit Products to mitigate the interest rate risk
        created by receiving LIBOR and paying a fixed rate of
        interest on certain classes of notes;

     -- The issuer receiving, from Bear Stearns Credit Products,
        the applicable spread and LIBOR shortfall amounts on the
        rated notes one payment period in advance;

     -- The issuer receiving, from Bear Stearns Credit Products,
        the issuer administrative expenses and trustee fees in
        advance;

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

     -- Scenario default rates (after taking into account a
        weighted average recovery rate of 32.44%) of 4.35% for the
        class A-3L floating-rate notes and the class A-3F fixed-
        rate notes; 2.56% for the class B-1LD floating-rate notes
        and the class B-1L floating-rate notes; and 1.66% for
        the class B-3L floating-rate notes and the class B-3F
        fixed-rate notes; and break-even loss rates of 4.50% for
        the class A-3L and A-3F notes; 3.30% for the class B-1LD
        and B-1L notes; and 2.25% for the class B-3L and B-3F
        notes.

     -- Weighted average rating of 'BBB+';

     -- Weighted average maturity for the portfolio of five years;

     -- S&P default measure (DM) of 0.36%;

     -- S&P variability measure (VM) of 0.67%; and

     -- S&P correlation measure (CM) of 1.09.

                        RATINGS ASSIGNED
                   Irvington SCDO 2004-1 Ltd.
    
        Class           Rating          Amount ($000s)
        A-3L            A                       33,000
        A-3F            A                       10,000
        B-1LD           BBB-                    10,000
        B-1L            BBB-                       800
        B-3L            BB-                        800
        B-3F            BB-                      3,400


JOEAUTO INC: Seeks Court Approval to Use Postpetition Financing
---------------------------------------------------------------
JoeAuto, Inc., wants authority from the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, to enter into a
Debtor-In-Possession Financing Agreement with Pinto Surety
Services, Limited and F. Kenneth Bailey.

As of the Petition Date, the Debtor owed Southwest Bank of
Texas, N.A. $9 million pursuant to a credit facility.  The
Prepetition Loan is secured by a lien on the majority of the
Debtor's assets, excluding certain real property located in
Tomball, Texas, that's subject to a deed of trust in favor of Clay
Hoster for the benefit of Republic National Bank.

On February 26, 2004, Pinto Surety Services, Limited, F. Kenneth
Bailey and Davis Interests, Ltd., through a jointly owned entity
know as JA Loan Investment, LLC, acquired all of SWBT's right,
title and interest in and to the Prepetition Loan and all of the
loan and security documents.

Now, the Debtor seeks the Court's authorization to obtain
postpetition financing from Pinto and Bailey.  The Postpetition
Loan will be comprised of a combination of rent tax payments and
cash advances as:

   a) Pinto, as landlord for the Debtor's Plano and Briarwest
      locations, shall defer $51,918 per month, a portion of the
      rent due under the lease agreements, for a period of 12
      months.  Notwithstanding the deferral of rent, Debtor will
      pay Pinto $18,300 per month as rent under the leases and
      in accordance with the Budget;

   b) Pinto will advance directly to the appropriate taxing
      authorities, on behalf of the Debtor, the sum of $120,768
      in ad valorem tax payment obligations of the Debtor for
      the Debtor's Plano and Briarwest locations; and

   c) Bailey will advance up to the sum of $500,000.

The Debtor's projections and revenue targets and anticipated March
cash flows are:

                        March 1  March 8  March 15  March 22
                        -------  -------  --------  --------
  Cash Inflows          104,000  104,000  104,000  104,000  
  Cash Outflows         146,488  201,076   46,064  286,766
  Beginning Cash        214,437  158,949   20,073   64,209
  Cash from Operations  (47,488) (97,076)  57,936 (182,766)
  Ending Cash           158,949   20,073   64,209 (150,357)
   
On an interim basis, the Debtor want to:

   i) borrow $150,00 from Bailey,

  ii) borrow $120,768 from Pinto to pay Pinto the $120,768 in
      ad valorem tax payment obligations of the Debtor for the
      Debtor's Plano and Briarwest locations, and

iii) defer the Debtor's rent obligations to Pinto as landlord
      for the Debtor's Plano and Briarwest locations for the
      time period from the entry of the Interim Order through
      the date the Court sets for the final hearing.

The Debtor has determined that the Postpetition Loan is vital to
the Debtor's ability to operate in chapter 11 and for the Debtor's
successful reorganization. Without access to the Postpetition
Loan, the Debtor will not have sufficient funds to enable it to
maintain business relationships with vendors, suppliers, and
subcontractors, to purchase inventory, and to finance its business
operations. Consequently, the Debtor's continued viability and
ability to reorganize depends heavily upon the expeditious
approval of the Post Petition Loan.

Headquartered in The Woodlands, Texas, JoeAuto, Inc.,
-- http://www.joeauto.com/-- an auto service and repair company,  
filed for chapter 11 protection on January 30, 2004 (Bankr. S.D.
Tex. Case No. 04-31492).  Christopher Adams, Esq., at Bracewell &
Patterson, LLP represent the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $11,100,000 in total assets and $16,100,000 in total debts.


KENNEDY MANUFACTURING: US Trustee Appoints Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 9 appointed a 7-member
Official Committee of Unsecured Creditors in Kennedy Manufacturing
Co.'s Chapter 11 cases.  The seven creditors appointed to the
Committee are:

      1. Ryerson Tull Metals, Inc.
         J.T. Ryerson and Sons, Inc.
         c/o James Doseck
         4400 Peachtree Industrial Blvd.
         Norcross, Georgia 30071
         (800) 527-8823
         Jim.Doseck@RyersonTull.com

      2. Bott USA, Inc.
         c/o Dr. Frank Kuepper
         2033 E. Delhi Road
         Ann Arbor, Michigan 48103
         (734) 327-0297 Phone
         (734) 327-3670 Fax
         frank@bottusa.com

      3. Van Wert County Hospital
         c/o Mark J. Minick
         1250 S. Washington Street
         Van Wert, Ohio 45891
         (419) 238-8627 Phone
         (419) 232-2035 Fax

      4. Sherwin-Williams
         c/o Tim Peterson
         6910 N. Main Street
         Granger, Indiana 46530
         (574) 277-2172 Phone
         (574) 277-0339 Fax
         Tim.E.Peterson@sherwin.com
         
      5. Michigan Maple Block Co.
         c/o Fred Polhemus
         1420 Standish Avenue
         P.O. Box 245
         Petoskey, Michigan 49770
         polhemus@mapleblock.com
   
      6. Dupont Powder Castings
         c/o Dan Paulus
         9800 Genard Road
         Houston, Texas 77041
         (713) 939-4000 Phone
         (713) 996-1801 Fax
      
      7. Rhino Linings
         c/o Neil Baker
         9602 State Rt. 66
         Oakwood, Ohio 45873
         (419) 594-8833 Phone
         (419) 594-8844 Fax

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

Headquartered in Van Wert, Ohio, Kennedy Manufacturing Company
-- http://www.kennedymfg.com/-- produces and markets industrial  
tool storage equipment worldwide, including steel tool chests,
roller cabinets, stationary and mobile workbenches, modular
storage cabinets and specialized tool storage.  The Company,
together with three of its affiliates, filed for chapter 11
protection on February 12, 2004 (Bankr. N.D. Oh. Case No.
04-30794).  Richard L. Ferrell, Esq., Timothy J. Hurley, Esq., and
W. Timothy Miller, Esq., at Taft Stettinius & Hollister LLP
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, they listed both
estimated debts and assets of over $10 million.


LEGACY HOTELS: Suspends 1st Quarter Distribution on Weak Earnings
-----------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) will not
pay a first quarter distribution.  Historically, the first quarter
has always been Legacy's weakest earnings period.  Legacy
suspended distributions in the second quarter of 2003 given the
challenging operating environment.

"We recognize the importance of regular distributions to our
unitholders and will continue to evaluate the distributions on a
quarterly basis," commented Neil J. Labatte, Legacy's President
and Chief Executive Officer.

"Our performance through the first two months of the year met our
expectations," continued Mr. Labatte. "Existing bookings for group
business for 2004 remain ahead of last year's pace for 2003,
before the impact of SARS. We remain optimistic with respect to
the strength of recovery for our critical summer leisure and tour
business. Should our performance and business volumes continue to
build as expected over the next few months, we would hope to
resume distributions in the second quarter."

Legacy will release its first quarter results on April 20, 2004.
At that time, Legacy will provide additional information on recent
trends and its outlook for 2004. The second quarter distribution
announcement will be made June 14, 2004.

Legacy is Canada's premier hotel real estate investment trust with
24 luxury and first-class hotels and resorts with over 10,000
guestrooms located in Canada and the United States. The portfolio
includes landmark properties such as Fairmont Le Chateau
Frontenac, The Fairmont Royal York, The Fairmont Empress and The
Fairmont Olympic Hotel, Seattle.

Legacy Hotels Real Estate Investment Trust's December 31, 2003,
balance sheet discloses a working capital deficit of about
CDN$72.3 million.


LINKLINE COMM: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Linkline Communications Inc.
        P.O. Box 728
        Rancho Cucamonga, California 91729

Bankruptcy Case No.: 04-11242

Type of Business: The Debtor offers a range of internet services
                  and solutions for users around the nation,
                  along with computer systems and custom end-to-
                  end solutions.  See http://www.linkline.com/

Chapter 11 Petition Date: February 2, 2004

Court: Central District of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Thomas E. Kent, Esq.
                  3250 Wilshire Boulevard Suite 1700
                  Los Angeles, CA 90010
                  Tel: 213-380-2828

Total Assets: $1,044,612

Total Debts:  $2,032,143

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      2002-2003 Payroll TA      $361,174
Special Procedures Branch
P.O. Box 30213
Laguna Niguel, CA 92507

Verizon Advanced Data, Inc.   Trade Debt                $266,782
P.O. Box 14084A
Newark, New Jersey

American Credit Agencies      Trade Debt                $209,541

SBC Advanced Solutions, Inc.  Trade Debt                $189,551

Pamela Wat                    Unsecured Loan            $172,000

Verizon Communications        Trade Debt                $152,521

W.A. Howell                   Unsecured Loan            $159,000

SBC California                Trade Debt                $121,198

Gerard Ardron                 Unsecured Loan             $81,400

Time Warner Telecom, Inc.     Trade Debt                 $42,000

Marc Benzakein                Unsecured Loan             $40,205

Pac-West Telecom              Trade Debt                 $29,755

Jonathan Neil & Assoc.        Trade Debt                 $25,900

Wintec Industries, Inc.       Trade Debt                 $26,318

Internap Network Services     Trade Debt                 $24,175

Idiom Communications          Trade Debt                 $22,794

State Board of Equalization   Trade Debt                 $19,009

Lasertech Corporation         Trade Debt                 $13,987

ASI Computer Technologies     Trade Debt                 $18,355

Pacific Magtron               Trade Debt                  $8,264


LTV CORP: Praxair Wants Asset Protection Plan Claim Confirmed
-------------------------------------------------------------
Praxair, Inc. asks Judge Baxter to confirm that its $1,233,000
allowed administrative claim, incurred in whole or in part after
the LTV Corporation Debtors implemented an Asset Protection Plan,
is entitled to treatment as an APP claim -- therefore entitling it
to payment in full.

Thomas A. Connop, Esq., at Locke Liddell & Sapp LLP in Dallas,
Texas, tells the Court that Praxair supplied oxygen, nitrogen and
argon and associated services to the Debtors at their Indiana
Harbor facility under an Oxygen Nitrogen and Argon Supply
Agreement dated January 1, 1989.  Under the contract, the Debtors
were required to pay a $1,600,000 "Base Monthly Fee" for the
products and services provided by Praxair.  The contract continued
postpetition.  No other supplier could provide LTV with the oxygen
and nitrogen necessary to operate the Facility as Praxair
delivered the gasses through a dedicated pipeline and provided the
Debtors with certain storage systems and booster compressors as
part of the gas supply system.

The Debtors did not reject the contract until February 19, 2002,
with a retroactive effective date of January 16, 2002.  By that
time, the Debtors had run up a substantial debt to Praxair.  In
May 2002, Praxair filed an administrative trade claim for
$1,588,531.87.  In September 2002, Praxair agreed to reduce its
administrative claim by $54,905.69, leaving an administrative
claim for $1,533,626.18.  By a court-approved settlement
agreement, Praxair was allowed an administrative priority claim
for $1,233,000.  However, the Order approving the claim made no
determination of whether the Allowed Administrative Claim is a
pre-APP or an APP claim.

Since some or all of the Allowed Administrative Claim was incurred
during the APP period, Praxair wants that part paid in full.

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


MIRANT: Services Unit Gets Nod to Enter into Ace Insurance Policy
-----------------------------------------------------------------
Pursuant to Sections 362, 363 and 364(d) of the Bankruptcy Code,
the Debtors ask the Court to authorize Mirant Services to:

   (a) enter into a Workers' Compensation Insurance Policy and
       related Insurance Program Agreement with ACE American
       Insurance Company;

   (b) provide a letter of credit to ACE; and

   (c) establish a Paid Loss Deposit Fund in connection with
       the Policy.

In the ordinary course of their businesses and as mandated by
state statute, the Debtors maintain workers' compensation
insurance.  Prior to the Petition Date, the Debtors maintained
premium-based workers' compensation deductible insurance policies
with The Travelers Insurance Indemnity Company and The Phoenix
Insurance Company.  The Travelers Policy expired by its own terms
on February 1, 2004.

Before the Travelers Policy expired, Michelle C. Campbell, Esq.,
at White & Case LLP, in Miami, Florida, relates that the Debtors
entered into negotiations with Travelers regarding the issuance
of a renewal policy and anticipated that Travelers would offer a
replacement policy in the ordinary course.  However, shortly
before the expiration of the Travelers Policy, Travelers informed
the Debtors that it was unable to offer a replacement policy on
terms acceptable to the Debtors nor an extension of the Travelers
Policy.

Accordingly, the Debtors promptly sought a policy from
alternative insurers, solicited quotes from four major insurance
companies, which the Debtors determined were capable of offering
the requisite insurance on terms acceptable to the Debtors.  The
Debtors were provided with quotes for one-year policies from two
of these four insurers.  After careful consideration, the Debtors
determined that the terms of the Program Agreement ACE offered,
which are substantially similar to those of the expired Travelers
Policy, were fair and reasonable and provided substantial
benefits as compared to the terms of the policies offered by the
other insurers.

To prevent a lapse in statutory workers' compensation coverage,
the Debtors entered into the ACE Policy with ACE on January 30,
2004.  The pertinent terms of the ACE Policy are:

   (a) The ACE Policy will insure the Debtors for their worker's
       compensation liabilities from February 1, 2004 through
       February 1, 2005;

   (b) The ACE Policy covers the Debtors' statutory workers'
       compensation law benefits as determined by each of the
       states in which the Debtors have employees.  In addition,
       the ACE Policy provides a maximum of $1,000,000 limit per
       employee for each injury, by accident or disease, which
       is not covered by a relevant state's statutory workers'
       compensation law;

   (c) The ACE Policy has a per-accident deductible of $25,000
       or per person disease with no aggregate annual deductible;

   (d) The Debtors' total Initial Pay-In to obtain coverage
       under the ACE Policy is $789,979, which includes the
       estimated annual premium, the Paid Loss Deposit Fund, and
       certain administrative expenses and charges.  The Debtors
       paid the Initial Pay-In on January 30, 2004 to receive
       coverage under the ACE Policy;

   (e) Like the Travelers Policy, the ACE Policy requires the
       Debtors to pay a premium, which is based on the Debtors'
       estimated annual payroll.   To determine the amount of
       the premium, the insurer compiled a composite rate based
       on the estimated annual payroll by state and job
       description.  This composite rate is applied to an
       estimate of the Debtors' total annual payroll, estimated
       from the prior year's payroll experience and 2004 budget
       for payroll.  As the premium is an estimate, the amount
       may be retroactively increased by ACE, should the
       Debtors' actual payroll during the policy period exceed
       the estimate.  The total estimated premium for the ACE
       Policy, including taxes, assessments and administration
       expenses, is $759,979, which includes payment of the
       minimum base premium of $545,324 required to bind the
       policy;

   (f) In addition to the estimated premium, the ACE Policy
       also requires the Debtors to deposit $30,000 into a "Paid
       Loss Deposit Fund."  Under the ACE Policy, ACE acts as
       the Debtors' claim administrator, paying claims that fall
       within the policy's deductible.  ACE satisfies these
       claims by drawing amounts from the $30,000 held in the
       Paid Loss Deposit Fund.  At the end of each month, the
       Debtors must replenish the amounts drawn by ACE to pay
       deductible claims subject to the deductible so that the
       Paid Loss Deposit Fund remains at $30,000 until ACE
       adjusts the amount based on an average revised estimate
       of payments.  However, the ACE Policy reserves the rights
       to require the Debtors to replenish a single payment
       within the deductible exceeding $10,000 immediately; and

   (g) As collateral for its deductible obligations under the
       ACE Policy, ACE required the Debtors to post a letter of
       credit amounting to $1,200,000.  ACE estimates that the
       Debtors' total deductible workers' compensation
       obligations arising under the policy, to be approximately
       $600,000.  ACE has required a 100% surcharge to this
       estimated amount.  Accordingly, the collateral necessary
       to secure the Debtors' deductible obligations is
       $1,200,000.  This surcharge will be removed 24 months
       after the inception of the ACE Policy.

The Debtors believe that entering into the ACE Policy is a
transaction within the ordinary course of business.  However, in
the interest of caution, ACE has required as a condition of
binding coverage that the Debtors obtain the Court's approval of
the ACE Policy.  

                          *   *   *

Judge Lynn grants the Debtors' request on these terms:

   (a) The Debtors are authorized to enter into the ACE Policy
       and Program Agreement nunc pro tunc to February 1, 2004;

   (b) The Debtors are authorized to perform their obligations
       under the ACE Policy, including without limitation:

       (1) to secure the Debtors' obligations under the ACE
           Policy, posting a letter of credit in favor of ACE
           for $1,200,000 under the Debtors' DIP Credit
           Agreement with General Electric Capital Corporation,
           as Agent and Lender, dated November 5, 2003;

       (2) establishing the Paid Loss Deposit Fund upon which
           ACE will have a first priority lien and security
           interest, nunc pro tunc to February 1, 2004; and

       (3) to deliver additional letters of credit to ACE or
           otherwise deposit additional funds in the Paid Loss
           Deposit Fund; and

   (c) ACE may use and apply the Paid Loss Deposit Fund and the
       Letter of Credit, and otherwise cancel the ACE Policy
       without further Court order.  ACE is granted relief from
       the automatic stay imposed by Section 362 of the
       Bankruptcy Code provided, however, that nothing in the
       Order will be construed to impair the Debtors' rights
       under the ACE Policy, including but not limited to the
       right to assert that ACE may not cancel the ACE Policy
       pursuant to its terms.

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


MONET MOBILE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Monet Mobile Networks Inc.
        4010 Lake Washington Blvd Northeast #300
        Kirkland, Washington 98033

Bankruptcy Case No.: 04-12894

Type of Business: The Debtor provides high-speed, wireless
                  Internet access service in North America with
                  gradual expansion to nationwide networks.
                  See http://www.monetmobile.com/

Chapter 11 Petition Date: March 4, 2004

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsels: Gayle E. Bush, Esq.
                   Katriana L. Samiljan, Esq.
                   Bush, Strout & Kornfeld
                   601 Union Street #5500
                   Seattle, WA 98101-2373
                   Tel: 206-292-2110
                   Fax: 206-292-2104

Total Assets: $2,853,616

Total Debts:  $32,005,173

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Russell Herder                             $100,353

Logica Inc.                                 $82,120

Cramer Systems, Inc.                        $59,973

Crown Pointe Corp. Ctr, LLC                 $23,176

Wilson Sonsini Goodrich & Rosati            $20,056

Info Directions, Inc.                       $17,188

Best Buy Company                            $13,500

Unisoft, Inc.                               $10,910

XO Communications                            $5,551

Stellacom Public Relations                   $5,000

CDMA Development Group                       $5,000

Qwest Communications                         $4,154

Fidelity Institutional Operations Co.        $2,468

Deloitte & Touche LLP                        $1,626

Morrison & Foerster                          $1,127

Qwest Dex                                      $846

Eau Claire County Treasurer                    $632

Crain Communications Inc.                      $621

Alphagraphics - IL                             $608

Harvey Software, Inc.                          $595


NII HOLDINGS: Cayman Unit Completes $210M Purchase of 13% Sr Notes
------------------------------------------------------------------
NII Holdings, Inc. (Nasdaq: NIHD) announced that the previously
announced offer to purchase and consent solicitation by its wholly
owned subsidiary, NII Holdings (Cayman), Ltd. , relating to all of
NII Cayman's 13% Senior Secured Discount Notes due 2009, had
expired and that NII Cayman had purchased $180,767,577 principal
face amount, or 99.97%, of the 13% Notes for $210,594,227.

NII Holdings, Inc. also announced that the amendments to the
indenture under which the 13% Notes were issued, as set forth in
the Supplemental Indenture dated February 18, 2004, had become
operative. The amendments to the indenture eliminated
substantially all restrictive covenants and certain event of
default provisions.

               About NII Holdings, Inc

NII Holdings, Inc., a publicly held company based in Reston, Va.,
is a leading provider of mobile communications for business
customers in Latin America. NII Holdings, Inc. has operations in
Argentina, Brazil, Mexico and Peru, offering a fully integrated
wireless communications tool with digital cellular service,
text/numeric paging, wireless Internet access and Nextel Direct
Connect(R), a digital two-way radio feature. NII Holdings, Inc.
trades on the Nasdaq market under the symbol NIHD. Visit the
Company's website at http://www.nii.com/


NOMURA ASSET: Obtains S&P's Junk Rating for Class B-2 Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-2
of Nomura Asset Securities Corp.'s commercial mortgage
certificates series 1994-C3 to 'CCC' from 'BB'.

The lowered rating is due to anticipated interest shortfalls
relating to non-recoverable advances on a REO asset secured by a
vacant nursing home in Fallon, Nevada. The asset has a total
exposure of approximately $4.3 million, consisting of $3.5 million
of unpaid principal balance and $756,000 of outstanding servicer
advances and interest thereon. A recent indication of value
provided by the special servicer, CRIIMI MAE Services L.P., has
prompted the servicer, Midland Loan Services L.P., to begin
recovering advances deemed non-recoverable as of the next
remittance date.

The advance recoveries will cause the class B-2 to have
accumulated outstanding interest shortfalls for several payment
periods. Should the asset be liquidated over the next four or five
months, however, it could be repaid accumulated interest
shortfalls by year-end. Should this not occur, or if additional
interest shortfalls impact the trust, the rating will be lowered
to 'D'.


N-VIRO INTERNATIONAL: Installs Follmer Rudzewicz as New Auditor
---------------------------------------------------------------
On January 23, 2004, N-Viro International Corporation acted to
dismiss its independent  auditors, Hausser + Taylor LLC, and
engaged the services of Follmer Rudzewicz PLC as its new  
independent auditors.  The change in auditors became effective
immediately.  This  determination followed the Company's decision
to seek proposals from independent accountants to audit its
financial statements, and was approved by the Company's Board of
Directors upon the recommendation of its Audit Committee.

The audit reports of Hausser + Taylor LLC on the consolidated
financial statements of the N-Viro International Corporation as
of, and for, the fiscal years ended December 31, 2002 and 2001
were prepared on the assumption of the Company continuing as a
going concern, but the reports stated that certain matters raised
substantial doubt about the Company's ability to continue as a
going concern, and included statements to such effect.

N-Viro International Corporation develops and licenses its
technology to municipalities and private companies.  N-Viro's
patented processes use lime and/or mineral-rich combustion by-
products to treat, pasteurize, immobilize and convert wastewater
sludge and other bio-organic wastes into biomineral agricultural
and soil-enrichment products with real market value.  More
information about N-Viro International can be obtained by
contacting the office, on the Internet at http://www.nviro.comor
by e-mail inquiry to info@nviro.com .


OAKWOOD HOMES: S&P Takes Rating Actions on Related Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 66
classes of Oakwood Homes Corp.-related manufactured housing
transactions and removed them from CreditWatch negative, where
they were placed Jan. 12, 2004. Concurrently, ratings are affirmed
on 30 other Oakwood-related classes, including two classes that
are also removed from CreditWatch negative.

The lowered ratings reflect the continued adverse performance
trends exhibited by the underlying pools of manufactured housing
installment sales contracts and mortgage loans, and the resulting
deterioration of credit enhancement since Standard & Poor's last
rating actions in mid-2003. The unfavorable market conditions that
continue to plague the manufactured housing market have
contributed to the poor performance of these transactions, with
series issued in more recent vintages exhibiting greater signs of
stress relative to series issued in prior vintages.

The projected lifetime cumulative net losses for all transactions
have significantly exceeded original expectations. The current
rating actions reflect revised assumptions about cumulative net
losses based on actual performance data and expectations on future
trends. The higher losses exhibited by these transactions have
been driven by higher than expected defaults and loss severities.

A number of macroeconomic factors have contributed to the
higher-than-expected default rates. A weak manufacturing sector
and travel industry have created a generally poor employment
picture for the primarily lower-income target demographic of
manufactured housing. In addition, the allure of manufactured
housing as an affordable option has been hindered by lowered
interest rates on site-built homes and lower apartment rents,
making them more attractive to potential buyers.

The performance trends associated with the pools of manufactured
housing installment sales contracts and mortgage loans, which
support the rated certificates, have deteriorated during the past
few years, with more significant deterioration observed after
Oakwood's Nov. 15, 2002 announcement stating it would file for
Chapter 11 bankruptcy protection. Prior to its bankruptcy filing,
Oakwood was disposing approximately 40% of its repossessed homes
through retail channels, using consumer financing it provided,
which resulted in higher recovery rates. However, following the
bankruptcy, Oakwood discontinued financing of retail sales of
repossessed properties and adopted a 100% wholesale liquidation
strategy that resulted in a significant increase in the loss
severity. Recovery rates have continued to decline, with monthly
recovery rates consistently below 20% for all transactions.
Standard & Poor's expects that recovery rates will remain
relatively flat for the foreseeable future.

Currently, Oakwood's creditors are in the process of voting on a
reorganization plan that contemplates the sale of Oakwood to
Clayton Homes Inc., a subsidiary of Berkshire Hathaway Inc. The
successful completion of the sale may impact the performance of
the Oakwood-related transactions, although the exact nature of the
impact and its magnitude is unknown at this point in time.

The lowered rating on the subordinate M-2 class of OMI Trust
Series 2001-C to 'D' from 'CC'/Watch Neg reflects the nonpayment
of full and timely interest, as well as the increased likelihood
that investors in the M-2 class certificates will not receive
ultimate repayment of their original principal investments. OMI
Trust Series 2001-C reported outstanding liquidation loss interest
shortfalls for the M-2 class on the February 2004 payment date.
Standard & Poor's believes that interest shortfalls for this and
other Oakwood-related transactions will continue to be prevalent
in the future given the adverse performance trends exhibited by
the underlying pool of manufactured housing installment sales
contracts and mortgage loans originated by Oakwood. The high level
of losses experienced by the underlying collateral pools have
resulted in significant write-downs on many subordinated
certificates and write-down interest is subordinate in right of
payment to senior principal.
   
    RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
        Oakwood Mortgage Investors Inc. Series 1997-A
   
                    Rating
        Class   To          From
        B-1     BB          BBB/Watch Neg
           
        Oakwood Mortgage Investors Inc. Series 1997-B
           
                    Rating
        Class   To          From
        B-1     BB-         BBB/Watch Neg
          
        Oakwood Mortgage Investors Inc. Series 1997-C
   
                    Rating
        Class   To          From
        B-1     B+          BBB/Watch Neg
           
        Oakwood Mortgage Investors Inc. Series 1998-A
   
                    Rating
        Class   To          From
        M-1     A-          AA-/Watch Neg
   
        Oakwood Mortgage Investors Inc. Series 1998-B
   
                    Rating
        Class   To          From
        M-1     BBB+        A+/Watch Neg
        M-2     B-          BBB/Watch Neg
   
        OMI Trust Series 1999-C
   
                    Rating
        Class   To          From
        A-2     BBB+        A-/Watch Neg
        M-1     B-          BB/Watch Neg
        M-2     CCC-        B-/Watch Neg
   
        OMI Trust Series 1999-D
   
                    Rating
        Class   To          From
        A-1     BBB+        A+/Watch Neg
        M-1     B-          BBB-/Watch Neg
        M-2     CCC-        B/Watch Neg
   
        OMI Trust Series 1999-E
   
                    Rating
        Class   To          From
        A-1     BB          A-/Watch Neg
        M-1     CCC+        BB/Watch Neg
        M-2     CCC-        B/Watch Neg
   
        OMI Trust Series 2000-A
   
                    Rating
        Class   To          From
        A-2     B           BBB/Watch Neg
        A-3     B           BBB/Watch Neg
        A-4     B           BBB/Watch Neg
        A-5     B           BBB/Watch Neg
        M-1     CCC         B/Watch Neg
        M-2     CCC-        CCC+/Watch Neg
   
        OMI Trust Series 2000-B
   
                    Rating
        Class   To          From
        A-1     B-          BBB-/Watch Neg        
        M-1     CCC-        B/Watch Neg
           
        OMI Trust Series 2000-C
   
                    Rating
        Class   To          From
        A-1     BBB+        AA/Watch Neg
        M-1     B           BBB+/Watch Neg
        M-2     CCC-        BB-/Watch Neg
           
        OMI Trust Series 2000-D
   
                    Rating
        Class   To          From
        A-2     BBB-        BBB+/Watch Neg
        A-3     BBB-        BBB+/Watch Neg
        A-4     BBB-        BBB+/Watch Neg
        M-1     CCC         B+/Watch Neg
           
        OMI Trust Series 2001-C
           
                    Rating
        Class   To          From
        A-1     BB+         BBB+/Watch Neg
        A-2     BB+         BBB+/Watch Neg
        A-3     BB+         BBB+/Watch Neg
        A-4     BB+         BBB+/Watch Neg
        M-1     CCC         B/Watch Neg
        M-2     D           CC/Watch Neg
           
        OMI Trust Series 2001-D
   
                    Rating
        Class   To          From
        A-1     BB          BBB+/Watch Neg
        A-2     BB          BBB+/Watch Neg
        A-3     BB          BBB+/Watch Neg
        A-4     BB          BBB+/Watch Neg
        M-1     B-          BB/Watch Neg
        M-2     CCC-        B-/Watch Neg
           
        OMI Trust Series 2001-E
           
                    Rating
        Class   To          From
        A-1     BB-         AAA/Watch Neg
        A-2     BB-         BBB+/Watch Neg
        A-3     BB-         BBB+/Watch Neg
        A-4     BB-         BBB+/Watch Neg
        M-1     CCC         BB/Watch Neg
        M-2     CCC-        B-/Watch Neg
           
        OMI Trust Series 2002-A
           
                    Rating
        Class   To          From
        A-1     BBB         AAA/Watch Neg
        A-2     BBB         AA-/Watch Neg
        A-3     BBB         AA-/Watch Neg
        A-4     BBB         AA-/Watch Neg
        M-1     B-          A-/Watch Neg
        M-2     CCC         BB+/Watch Neg
        B-1     CCC-        B/Watch Neg
           
        OMI Trust Series 2002-B
   
                    Rating
        Class   To          From
        A-1     BBB-        AAA/Watch Neg
        A-2     BBB-        AA-/Watch Neg
        A-3     BBB-        AA-/Watch Neg
        A-4     BBB-        AA-/Watch Neg
        M-1     B+          A-/Watch Neg
        M-2     CCC+        BBB-/Watch Neg
        B-1     CCC         BB-/Watch Neg
   
        OMI Trust Series 2002-C
   
                    Rating
        Class   To          From
        A-1     BB          A+/Watch Neg
        M-1     B-          BBB+/Watch Neg
        M-2     CCC+        BB+/Watch Neg
        B-1     CCC         B+/Watch Neg
           
   RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE
   
        Oakwood Mortgage Investors Inc. Series 1998-D
   
                       Rating
        Class     To          From
        A         AA-         AA-/Watch Neg
        A-1 ARM   AA-         AA-/Watch Neg
           
                RATINGS AFFIRMED
   
        Oakwood Mortgage Investors Inc. Series 1996-A
   
        Class   Rating
        A-3     AAA
        A-4     AAA
           
        Oakwood Mortgage Investors Inc. Series 1996-B
   
        Class   Rating
        A-5     AAA
        A-6     AAA
           
        Oakwood Mortgage Investors Inc. Series 1996-C
   
        Class   Rating
        A-5     AAA
        A-6     AAA
   
        Oakwood Mortgage Investors Inc. Series 1997-A
   
        Class   Rating
        A-4     AAA
        A-5     AAA
        A-6     AAA
   
        Oakwood Mortgage Investors Inc. Series 1997-B
   
        Class   Rating
        A-4     AAA
        A-5     AAA
        M-1     AAA
   
        Oakwood Mortgage Investors Inc. Series 1997-C
   
        Class   Rating
        A-3     AAA
        A-4     AAA
        A-5     AAA
        A-6     AAA
        M-1     AAA
   
        Oakwood Mortgage Investors Inc. Series 1998-A
   
        Class   Rating
        A-4     AAA
        A-5     AAA
   
        Oakwood Mortgage Investors Inc. Series 1998-B
   
        Class   Rating
        A-3     AAA
        A-4     AAA
        A-5     AAA
           
        OMI Trust Series 2001-C
           
        Class   Rating
        A-IO    BBB+
           
        OMI Trust Series 2001-D
   
        Class   Rating
        A-IO    BBB+
   
        OMI Trust Series 2001-E
    
        Class   Rating
        A-IO    BBB+
   
        OMI Trust Series 2002-A
   
        Class   Rating
        A-IO    AAA
   
        OMI Trust Series 2002-B
   
        Class   Rating
        A-IO    AAA
   
        OMI Trust Series 2002-C
   
        Class   Rating
        A-IO    AAA


OUT TAKES: Ex-Accountant Doubts Ability to Continue Operations
--------------------------------------------------------------
On February 4, 2004, Out Takes Inc. dismissed it's current
independent accountant, Rogelio G. Castro. The independent
accountant's report on the financial statements for the Company
over the past two years included an opinion that, due to the
Company's lack of revenue producing assets and history of losses,
there is doubt about the Company's ability to continue as a going
concern.

No new independent accountant has yet been appointed.

Out-Takes, Inc. has no business operations. It was engaged in the
operation of a one-megawatt power plant in Los Alamos, California,
through its subsidiary, Los Alamos Energy, LLC. The power plant
produced electricity from waste gas. Up until the bankruptcy
filing of Pacific Gas & Electric (PG&E), the Company has
historically sold power to PG&E. Due to uncertainties arising from
PG&E's bankruptcy, Los Alamos Energy elected to terminate its
contract with PG&E and instead entered into a participating
generator agreement with the California Independent System
Operator (CAISO) and is selling power to the CAISO through the
Automated Power Exchange as its scheduling agent. In January 2002,
the Company was informed that payments for electricity delivered
to the CAISO was being indefinitely suspended pending review of
possible over payments made to participants and possible resulting
adjustments. As a result, the Company has, as of November 2001,
shut its power plant down.


OWENS CORNING: Court Okays Assumption of 2 MG Oxygen Supply Pacts
-----------------------------------------------------------------
Owens Corning and its debtor-affiliates seek the Court's authority
to assume two oxygen supply agreements with Messer Griesheim
Industries, Inc., doing business as MG Industries.

Owens Corning and MG Industries are parties to two Oxygen Supply
Agreements:

   -- the Delmar Supply Agreement entered into on December 19,
      1997, as amended; and

   -- the Waxahachie Supply Agreement entered into on November 4,
      1998, as amended.

Subject to the terms of the Delmar Supply Agreement, MG
Industries supplies to Owens Corning, at competitive prices, all
of Owens Corning's requirements of oxygen and clean dry plant air
for its fiberglass insulation manufacturing plant located in
Delmar, New York.  MG Industries supplies the oxygen and plant
air products through a pipeline from MG Industries' air
separation production facility located immediately adjacent to
the Delmar Plant.  Without the supply of the Delmar Products,
Owens Corning would lose 100% of its manufacturing capacity at
the Delmar Plant and, to return to the self-manufacture of plant
air, would incur a capital investment of at least $3,000,000.

Subject to the terms and conditions of the Waxahachie Supply
Agreement, MG Industries supplies to Owens Corning, at
competitive prices, all of Owens Corning's requirements of oxygen
for its fiberglass insulation manufacturing plant located in
Waxahachie, Texas.  MG Industries supplies the oxygen products
through a pipeline from MG Industries' air separation production
facility located immediately adjacent to the Waxahachie Plant.  
Without the supply of the Waxahachie Products, Owens Corning
would lose 25% of its manufacturing capacity at the Waxahachie
Plant.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Delmar Products and the Waxahachie
Products MG Industries supplied to Owens Corning are necessary to
the Delmar Plant and Waxahachie Plant operations and to the
Plants' production of fiberglass insulation.  The Debtors'
fiberglass insulation business generates significant revenue and
is a key element of their business operations and reorganization
efforts.

On April 11, 2001, MG Industries timely filed Claim No. 6993
asserting an unsecured non-priority claim for $237,313 for
products supplied to Owens Coring pursuant to, among other
things, the Supply Agreements.

MG Industries invoiced Owens Corning for additional amounts
totaling $381,902 for alleged postpetition billing errors and
under-billing, which Owens Corning disputed.  

Owens Corning and MG Industries had discussions regarding the
alleged billing errors and under-billing and, in the context of
those discussions, whether MG Industries would make certain
accommodations to the Debtors if the Supply Agreements were
presently assumed.  The discussions resulted in an agreement
whereby Owens Corning agreed to assume the Supply Agreements and
to pay to MG Industries $188,718 in full and complete
satisfaction of its cure obligation pursuant to Section 365 of
the Bankruptcy Code.  MG Industries also agreed to accept
$266,784 in full and complete satisfaction of any claim the
Debtors owed to them for alleged postpetition billing errors and
under-billing.

                       *     *     *

Judge Fitzgerald grants the Debtors' request and further orders
that within five business days of the payment of the Cure Amount,
MG Industries will file with the Debtors' Claim Agent, Robert L.
Berger & Associates, an amended proof of claim for $48,595, which
will supercede Claim No. 6993 amounting to $237,313 and any other
proofs of claim filed by MG Industries against the Debtors.

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


PACIFIC GAS: Chooses Deutsche Bank Trust as Escrow & Paying Agent
-----------------------------------------------------------------
Pacific Gas and Electric Company has chosen Deutsche Bank Trust
Company Americas to serve as escrow and paying agent with respect
to the escrows for Disputed Claims in Classes 5, 6 and 7 and Tax
Claims.  Deutsche Bank Trust is a subsidiary of Deutsche Bank.  
Deutsche Bank has assets exceeding $800,000,000,000, and has the
extensive experience in providing trust and agency services.

Deutsche Bank Trust has $41,500,000,000 in assets.  Deutsche
Bank's trust services group represents over 3800 corporations and
government agencies, servicing over $2 trillion in securities.

PG&E believes that Deutsche Bank Trust has the requisite
financial strength and expertise to act as escrow and paying
agent.  Deutsche Bank Trust has agreed to waive its usual
acceptance, administration, transaction and legal review fees in
connection with its engagement.

By this motion, PG&E asks the Court to appoint Deutsche Bank
Trust as Escrow Agent.

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)   


PAC-WEST: Says Telephone Competition Ruling Will Not Affect Co.
---------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of broadband
integrated communications services to service providers and
business customers in the western U.S., cited its position on a
recent U.S. Court of Appeals ruling overturning portions of an FCC
Order relating telephone competition policy rules.

Hank Carabelli, Pac-West's President and CEO stated, "To clarify
any confusion or uncertainty, we do not believe that there are any
direct impacts on Pac-West in the foreseeable future resulting
from last week's ruling. We regret the unnecessary adverse impact
this decision may have on some other competitive local telephone
companies. We support the competitive industry in its continuing
campaign to provide quality services to local customers."

                About Pac-West Telecomm, Inc.

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 120 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up Internet
traffic in California. In addition to California, Pac-West has
operations in Nevada, Washington, Arizona, and Oregon. For more
information, visit Pac-West's website at http://www.pacwest.com/

                        *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on the 13.5%
senior notes due 2009 was lowered to 'D' from 'C'.

S&P explained, "Given the company's significant dependence on
reciprocal compensation (the rates of which the company expects to
further decline in 2003) and its limited liquidity, Pac-West will
likely find the implementation of its business plan continue to be
challenging."


PAC-WEST TELECOMM: Launches VoIP Services to Business Customers
---------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of broadband
integrated communications services to service providers and
business customers in the western U.S., announced the launch of
VoIP (voice over Internet protocol) services to business customers
in California.

In addition to providing cost effective, integrated communication
solutions that offer mobility, flexibility and ease of use, VoIP
offers enhanced services such as click-to-dial, unified messaging
and remote worker networking capabilities.

Hank Carabelli, Pac-West's President and CEO commented, "Our
recently concluded acquisition of the assets of Sentient Group,
Inc. has accelerated our ability to offer VoIP services to
business customers in California. VoIP not only broadens the
services we are able to offer our growing number of small and
medium-sized business customers, but provides the functionality
required by larger customers that paves the way for our entry into
this very exciting new market. We are proceeding swiftly to take
advantage of this growing opportunity by capitalizing on our
ability to introduce new technologies across our comprehensive
network with the Five-Star Customer Service our customers have
come to expect."

               About Pac-West Telecomm, Inc.

Founded in 1980, Pac-West Telecomm, Inc. is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 120 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up Internet
traffic in California. In addition to California, Pac-West has
operations in Nevada, Washington, Arizona, and Oregon. For more
information, visit Pac-West's website at http://www.pacwest.com/

                        *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on the 13.5%
senior notes due 2009 was lowered to 'D' from 'C'.

S&P explained, "Given the company's significant dependence on
reciprocal compensation (the rates of which the company expects to
further decline in 2003) and its limited liquidity, Pac-West will
likely find the implementation of its business plan continue to be
challenging."


PARMALAT GROUP: US Debtors Apply for Joint Administration of Cases
------------------------------------------------------------------
At the U.S. Parmalat Debtors' behest, Judge Drain directs the
joint administration of the Chapter 11 cases of Parmalat USA
Corporation, Farmland Dairies LLC, and Milk Products of Alabama
LLC for procedural purposes.

The U.S. Debtors' cases will be consolidated under one caption:

   UNITED STATES BANKRUPTCY COURT
   SOUTHERN DISTRICT OF NEW YORK
   ---------------------------------x
   In re                            :   Chapter 11 Case No.
                                    :
   PARMALAT USA CORP., et al.,      :   04-11139 (RDD)
                                    :
                     Debtors.       :   (Jointly Administered)
                                    :
   ---------------------------------x

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the joint administration of the three cases
will avoid duplicative notices, applications, and orders, thereby
saving the U.S. Debtors considerable time and expense.  The
Bankruptcy Court also will be relieved of the burden of entering
duplicative orders and maintaining duplicative files.  The
supervision of the administrative aspects of the cases by the
United States Trustee for the Southern District of New York will
also be simplified.

Rule 1015(b) of the Federal Rules of Bankruptcy Procedure allows
the joint administration of two or more cases.  Bankruptcy Rule
1015(b) provides, in relevant part, that if two or more petitions
are pending in the same court by or against a debtor and an
affiliate, the court may order a joint administration of the
estates.

Section 101(2) of the Bankruptcy Code defines "affiliate" to
include:

   -- an entity that directly or indirectly owns, controls or
      holds with power to vote 20% or more of the debtor's
      outstanding voting securities; or

   -- a corporation 20% or more of whose outstanding voting
      securities are directly or indirectly owned, controlled, or
      held with power to vote, by the debtor, or by an entity
      that directly or indirectly owns, controls, or holds with
      power to vote, 20% or more of the debtor's outstanding
      securities.

According to Mr. Holtzer, the U.S. Debtors are "affiliates" as
that term is defined under Section 101(2).  Parmalat USA is a
wholly owned direct subsidiary of Parmalat SpA, which in turn is
a wholly owned subsidiary of Parmalat Finanziaria SpA.  Parmalat
USA is the sole owner of Farmland, which owns 80% of Milk
Products.  The U.S. Debtors' core business is the processing,
packaging, and sale of fresh milk to retail customers, primarily
supermarkets, for the ultimate sale to consumers.

Mr. Holtzer notes that the rights of creditors will not be
adversely affected, as the joint administration is only
administrative, and not substantive, consolidation of the
estates.  Each creditor may still file its claim against a
particular estate.  In fact, the rights of all creditors will be
enhanced by the reduced costs that will result from the joint
administration of the cases.

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


PEBBLEBROOK INC: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pebblebrook Inc.
        7611 Etiwanda Avenue
        Rancho Cucamonga, California 91739

Bankruptcy Case No.: 01-16524

Chapter 11 Petition Date: February 25, 2004

Court: Central District of California (Riverside)

Judge: Mitchel R. Goldberg

Debtor's Counsel: Lazaro Fernandez, Esq.
                  3838 Orange Street
                  Riverside, CA 92501
                  Tel: 909-779-1501

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Hormoz Rorny                  Contract               $60,000,000
c/o Mark M. Geyer
16027 Venture Blvd., Ste 205
Encino, CA 91436

Michael Schera                Trade                      $28,000

Gordon Ing                    Trade                           $0

Paul A. Covrig                Trade                           $0

Jorge Luis Diaz               Trade                           $0

Raymond Bustamante            Trade                           $0

David L. Sanders              Trade                           $0

Joel Bustamante               Trade                           $0

Nicoalie Seres                Trade                           $0

Gabriel Isaiah                Trade                           $0


PG&E NAT'L: Gets Go-Ahead to Continue Winston & Strawn's Retention
------------------------------------------------------------------
The National Energy & Gas Transmission Inc. (formerly PG&E
National Energy Group Inc.) Debtors sought and obtained the
Court's authority to supplement the scope of Winston & Strawn
LLP's representation.  The NEG Debtors have been utilizing Winston
& Strawn as their counsel to handle mediations, arbitrations, and
litigation associated with energy, regulatory and transactional
work.  Although the original application and related affidavit
clearly identified that Winston & Strawn had been performing
services before the Petition Date, the application only implied,
but did not state as clearly as it could have, that the associated
"litigation" was to be included in the work to be performed
postpetition.

Specifically, Winston & Strawn represented the Debtors and their
affiliates with respect to these matters prior to the Petition
Date:

   a. USGen New England: Regulatory work including
      hydro-electric, FERC and environmental;

   b. Attala Energy Corporation: Representation in arbitration
      regarding the level of a termination payment

   c. Liberty Generating Corporation: Regulatory work;

   d. Liberty Generating Company LLC: Regulatory work;

   e. PG&E Dispersed Generating Company LLC: Regulatory work;

   f. Harquahala Generating Company LLC: Interconnection work;

   g. NEG - General Holdings: FERC-related work;

   h. PG&E Energy Trading - Power, LP: Representation in
      arbitrations regarding tolling agreement, reviewing tolling
      agreements, regulatory work; and

   i. Pacific Gas & Electric Company: Special regulatory counsel
      in connection with bankruptcy case and outside counsel on
      day-to-day hydro-eclectic, FERC and NRC matters.

The Debtors sought and obtained the Court's authority to continue
Winston & Strawn's retention. The firm will continue to provide
the same critical services.

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)    


PHILLIPS-VAN HEUSEN: BB-Rated Apparel Giant Reports 2003 Earnings
----------------------------------------------------------------
Phillips-Van Heusen Corporation (PVH) reported a fourth quarter
2003 net loss of $9.2 million which, after deducting preferred
stock dividends, resulted in a net loss of $0.47 per diluted
common share. Excluding restructuring, transition and other items,
net income in the fourth quarter improved to $9.6 million, or
$0.14 per diluted common share, which is in line with the
Company's previous earnings guidance. In the prior year's fourth
quarter, net income was $5.7 million, or $0.20 per diluted common
share.

For the full year, net income was $14.7 million which, after
deducting preferred stock dividends, resulted in a net loss of
$0.18 per diluted common share. Excluding restructuring,
transition and other items, net income for the year was $50.5
million, or $0.98 per diluted common share. This compares with net
income of $30.4 million, or $1.08 per diluted common share, in the
prior year.

Restructuring, transition and other items include (i) Calvin Klein
integration costs, which consist of (a) the operating losses of
certain Calvin Klein businesses which the Company has closed or
licensed, and associated costs in connection therewith; and (b)
the costs of certain duplicative personnel and facilities incurred
during the integration of various logistical and back office
functions; (ii) the gain resulting from the Company's sale of its
minority interest in Gant Company AB in the second quarter; (iii)
the costs of licensing the Bass brand for wholesale distribution
to Brown Shoe Company and exiting the wholesale footwear business;
and (iv) the costs associated with the impairment and closing of
approximately 200 retail outlet stores.

The improvement in fourth quarter net income, excluding
restructuring, transition and other items, was primarily due to
$11.4 million of operating earnings associated with the Calvin
Klein Licensing segment. Partially offsetting this increase was
(i) a $3.2 million increase in interest expense associated with
the financing of the Calvin Klein acquisition; and (ii) a $2.9
million decline in the operating earnings of the Apparel and
Footwear segment, as the continued strong performance of the
Company's wholesale apparel businesses was more than offset by
earnings declines experienced in the Company's retail businesses.

The decrease in net income per diluted common share in the fourth
quarter, excluding restructuring, transition and other items, was
due to $5.3 million of dividends on the Company's convertible
redeemable preferred stock and an increase in average common
shares outstanding. The convertible preferred stock and additional
common stock were both issued in connection with the Calvin Klein
acquisition.

Total revenues in the fourth quarter increased 13% to $357.1
million from $315.3 million in the prior year. For the year, total
revenues were $1,582.0 million in 2003, an increase of 13% over
the prior year's $1,405.0 million. Fiscal 2003 revenues include
sales of $4.6 million and $21.8 million from the Calvin Klein
men's and women's wholesale collection apparel businesses in the
fourth quarter and year, respectively. The increases in total
revenues were due principally to the addition of royalty revenues
generated by the Calvin Klein Licensing segment, as well as an
increase in the Company's wholesale sportswear business. The
current year increases were partially offset by sales declines in
the Company's retail businesses.

Commenting on these results, Bruce J. Klatsky, Chairman and Chief
Executive Officer noted, "We are pleased with our results for the
fourth quarter and year. The sharp earnings declines exhibited by
our retail businesses in the first nine months of the year
stabilized during the Christmas season, which, combined with the
continued strong growth in our wholesale dress shirt and
sportswear businesses and the positive earnings impact of the
Calvin Klein businesses, enabled our earnings to be at the high
end of our previous earnings guidance. In addition, we ended the
year with $133 million of cash, an increase of $16 million from
last year, and ahead of our previous cash flow estimate for the
year."

Mr. Klatsky continued, "The integration of the Calvin Klein
operations is complete. We have finalized the transfer of the
Calvin Klein men's and women's wholesale collection apparel
businesses to Vestimenta. The better women's sportswear line,
licensed to a joint venture formed by Kellwood and GAV, had an
extremely successful initial launch for Spring 2004. Similarly the
launch of the men's better sportswear line for Fall 2004 is going
significantly better than planned."

Mr. Klatsky further stated, "We have already begun implementation
of our recently announced strategic initiatives, which will allow
us to concentrate on maximizing the growth opportunities of the
Calvin Klein brand and our existing wholesale dress shirt and
sportswear businesses. These initiatives include exiting the Bass
Wholesale footwear business and licensing it to Brown Shoe
Company, and closing approximately 200 outlet stores across our
retail chains."

Mr. Klatsky added, "We are pleased with our recent debt
refinancing, in which we redeemed our $150 million 9 1/2% senior
subordinated notes due 2008 and issued $150 million of 7 1/4%
senior notes due 2011. This transaction will provide us with
interest expense savings and greater financial flexibility."

Mr. Klatsky concluded, "We expect that 2004 earnings per share,
excluding certain charges, will be in a range of $1.10 to $1.15,
with first quarter earnings per share in the range of $0.13 to
$0.14. Such excluded charges relate to exiting the Bass wholesale
footwear business, closing underperforming retail outlet stores,
and the debt extinguishment costs associated with our recent bond
refinancing. Including these charges, we estimate that GAAP
earnings per share in 2004 will be in a range of $0.50 to $0.55,
with the first quarter net loss per share in the range of $0.16 to
$0.17. Total revenues in 2004 are expected to be $1,600 million to
$1,620 million, or an increase of approximately 1.0% - 2.5% over
2003. Revenues for 2004 are being impacted by the exiting of the
Bass Wholesale footwear business and the retail store closing
program."

Phillips-Van Heusen Corporation (S&P, BB Corporate Credit Rating)
is one of the world's largest apparel and footwear companies. It
owns and markets the Calvin Klein brand worldwide. It is the
world's largest shirt company and markets a variety of goods under
its own brands, Van Heusen, Calvin Klein, Izod, Bass and G.H. Bass
& Co., and its licensed brands Geoffrey Beene, Arrow, Kenneth Cole
New York, Reaction by Kenneth Cole and BCBG Max Azia.


PLAINS RESOURCES: Leucadia National Clarifies Acquisition Proposal
------------------------------------------------------------------
Leucadia National Corporation (LUK - NYSE and PCX) announced that
in response to questions from shareholders regarding its revised
proposal to acquire Plains Resources Inc. (PLX - NYSE), it is
clarifying the interest payable on the Notes described in the
proposal letter submitted to Plains Resources.

Interest on a Note shall be paid on a quarterly basis in an amount
equal to the quarterly distributions received on one Plains All
American Pipeline L.P. unit plus $0.03. If at the end of a year,
the aggregate quarterly interest payments made on a Note are less
than $1.00, the issuer of the Notes shall make an interest payment
sufficient to increase the minimal annual interest received that
year to $1.00 per Note.

The following term sheet summarizes the material provisions of the
notes:
                            Terms of Notes

Issuer:            PLX, the surviving company in the merger.
__________________________________________________________________

Structure:         The Notes will be issued pursuant a merger of a
                   subsidiary of a newly created company with and
                   into PLX, with PLX being the surviving company
                   in the merger.
__________________________________________________________________

Securities         The Notes will be issued under an indenture.
Offered:           12.4 million Notes will be issued in the
                   merger.
__________________________________________________________________

Face Amount:       The face amount of each Note will be the
                   greater of (i) $34.00 or (ii) the fair market
                   value of one MLP Unit on the day prior to the
                   consummation of the merger plus $0.25 per Note.
__________________________________________________________________

Maturity:          The Notes will mature 20 years after issuance.
                   At maturity, the issuer will owe the face
                   amount plus, the amount, if any, by which the
                   fair market value of one MLP Unit as of the
                   maturity date exceeds the face amount.  At
                   maturity, the issuer may satisfy its
                   obligations by (i) paying in cash or (ii)
                   exchanging MLP Units for outstanding Notes
                   at the then market price of the MLP Units or
                   (iii) or any combination of (i) and (ii).
__________________________________________________________________

Registration       The Notes will be registered securities and are
and Listing:       expected to be listed for trading on the New
                   York Stock Exchange (or another national
                   securities exchange or market).
__________________________________________________________________

Interest:          Interest shall be paid on a quarterly basis in
                   an amount equal to the quarterly distributions
                   received on one MLP Unit plus $0.03.  If at the
                   end of the year, the aggregate quarterly
                   interest payments made on the Notes are less
                   than $1.00, the issuer shall pay interest equal
                   to the difference.
__________________________________________________________________

Interest Date      Interest payments on the Notes shall be payable
and Interest       quarterly in cash in arrears.
Payments:
                   In the event that the Issuer does not have
                   sufficient cash on hand to make an interest
                   payment, the Issuer shall have the ability to
                   defer interest payments at any time and from
                   time to time for up to 60 consecutive months.
__________________________________________________________________

Repurchase         The Buyer or one of its designees shall
of Notes:          commence a tender offer thirty to sixty days
                   following the issuance of the Notes to purchase
                   up to 3.125 million units at $32.00 per unit.  
                   The tender offer will be subject to customary
                   terms and conditions.
__________________________________________________________________

Redemption:        The Notes will not be redeemable prior to their
                   maturity.
__________________________________________________________________

Security:          The Notes will be secured by a number of MLP
                   Units equal to the number of Notes outstanding.
__________________________________________________________________

Covenants:         The Notes will contain a covenant requiring
                   quarterly interest payments (without any right
                   to defer) if the MLP Units make a quarterly
                   distribution.  In addition, the Notes will
                   contain customary covenants, including without
                   limitation, covenants relating to (1) payment
                   of interest, (2) provision of reports, (3)
                   restrictions on incurrence of additional
                   indebtedness, (4) restrictions on transactions
                   with affiliates, (5) restrictions on payment of
                   dividends, (6) restrictions on asset sales, and
                   (7) restrictions on liens.
__________________________________________________________________

Amendments:        Customary provisions permitting amendments to
                   the indenture with the consent of a majority of
                   the principal amount of units outstanding,
                   provided, that without the consent of each
                   holder of notes, an amendment or waiver may
                   not: (1) reduce the principal amount of notes
                   whose holders must consent to an amendment,
                   supplement or waiver; (2) reduce the principal
                   of or change the fixed maturity of any note;
                   (3) reduce the rate of or change the time for
                   payment of interest; (4) waive a default or
                   event of default in the payment of principal or
                   premium, or interest on the notes (except a
                   rescission of acceleration and a waiver of a
                   payment default that resulted in such
                   acceleration); (5) make any note payable in
                   money other than as stated in the notes; (6)
                   make any change in the provisions relating to
                   the waiver of past defaults or the rights of
                   holders to receive payments of principal,
                   premium or interest; or (7) make a change in
                   the foregoing amendment and waiver section.
__________________________________________________________________

Governing          The indenture and the Notes will be governed by
Law:               New York law.
__________________________________________________________________

Plains Resources -- whose September 30, 2003 balance sheet reports
a working capital deficit of about $20 million -- is an
independent energy company engaged in the acquisition, development
and exploitation of crude oil and natural gas. Through its
ownership in Plains All American Pipeline, L.P., Plains Resources
has interests in the midstream activities of marketing, gathering,
transportation, terminalling and storage of crude oil.  Plains
Resources is headquartered in Houston, Texas.


RELIANT: US Attorney Seeks Criminal Indictment against Subsidiary
-----------------------------------------------------------------
Reliant Resources, Inc. (NYSE: RRI) announced that the United
States Attorney's office in the Northern District of California
notified it on Friday afternoon, March 5, that the United States
Attorney intends to seek a criminal indictment against Reliant
Energy Services, Inc., a subsidiary of Reliant Resources.  Reliant
Energy Services is the subsidiary of Reliant Resources responsible
for purchasing fuel for and marketing the power produced by its
electric generation facilities.
    
Reliant understands that the indictment will be based on
allegations that its subsidiary engaged in price manipulation by
curtailing Reliant's electricity generation in California on two
days in June 2000.  Reliant also understands that the United
States Attorney is likely to seek indictments against certain
former and current employees of Reliant Energy Services.  None
of the employees is an officer of Reliant Resources.

In January 2003, Reliant entered into a settlement agreement with
the Federal Energy Regulatory Commission regarding the same
actions that are the subject of the possible indictment.  In the
settlement, Reliant neither admitted nor denied that these actions
affected prices in any market, or violated any law, tariff or
regulation.

Reliant believes that the actions that are the subject of the
United States Attorney's investigation were not in violation of
laws, tariffs or regulations in effect at the time and intends
vigorously to contest any charges.  Reliant does not believe that
this action against its subsidiary will have a material impact on
its ongoing business operations, including any impact on its
credit or debt agreements, the wholesale license held by Reliant
Energy Services, the retail and wholesale licenses held by its
other subsidiaries or contracts and agreements to which Reliant
Energy Services is a party.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S., marketing those services under the Reliant Energy
brand name. The company provides a complete suite of energy
products and services to more than 1.8 million electricity
customers in Texas ranging from residences and small businesses to
large commercial, industrial and institutional customers. Reliant
also serves large commercial and industrial clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection. The company
has approximately 20,000 megawatts of power generation capacity in
operation, under construction or under contract. For more
information, visit http://www.reliantresources.com/

                        *    *    *

As reported in Troubled Company Reporter's January 5, 2004
edition, Fitch Ratings anticipated no immediate change in Reliant
Resources, Inc.'s credit ratings or Rating Outlook based on the
announcement that RRI has prepaid a portion of its outstanding
debt, terminated a $300 million senior priority credit facility,
and reached an agreement with its bank group to allow the
potential acquisition of select generating assets in Texas.

RRI's ratings are as follows:

        -- Senior secured debt 'B+';
        -- Senior unsecured debt 'B';
        -- Convertible senior subordinated notes 'B-';
        -- Rating Outlook Stable.


RENNOB 2 LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Rennob 2 LLC
        370 North San Vicente Boulevard
        Los Angeles, California 90048

Bankruptcy Case No.: 04-12185

Chapter 11 Petition Date: February 23, 2004

Court: Central District of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Arthur G. Lawrence, Esq.
                  371 North San Vicente Boulevard
                  Los Angeles, CA 90048
                  Tel: 310-289-8595

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $500,000

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


R FELLEN INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: R. Fellen, Inc.
        dba Sunnyside Convalescent Hospital
        2939 South Peach
        Fresno, California 93725

Bankruptcy Case No.: 04-11507

Type of Business: The Debtor owns a nursing home.

Chapter 11 Petition Date: February 24, 2004

Court: Eastern District Of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Thomas H. Armstrong, Esq.
                  The Law Offices of Thomas H. Armstrong
                  5200 North Palm Ave #402
                  Fresno, CA 93704
                  Tel: 559-248-4800

Total Assets: $2,832,540

Total Debts:  $496,073

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Kaiser Foundation Health Plan               $95,020

State Compensation Ins. Fund                $78,184

L&J Telesmanic Rehab Systems, Inc.          $35,554

Health Care Employees Trust                 $29,604

Maxim Healthcare Services, Inc.             $23,953

Ison Law Group                              $22,774

Sysco Food Services                         $14,929

Heberger & Company                          $13,893

Clinical Support Services, Inc.              $9,537

Ross Products Division                       $8,910

Maria Dolores Lizaola                        $7,000

Superior Staffing, Inc.                      $5,272

Advance Textiles                             $4,350

Long Term Care Medical Group                 $3,750

Gulf South Medical Supply                    $3,560

Ameritas Life Insurance                      $2,946

PG&E                                         $2,713

PG&E                                         $2,574

American Heritage Life                       $2,427

Pharmerica                                   $2,052


ROGERS CABLE: S&P Assigns BBB- Senior Secured Debt Rating
---------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BBB-' senior
secured debt rating to Rogers Cable Inc.'s proposed senior secured
second priority notes due 2014. At the same time, Standard &
Poor's affirmed the 'BB+' long-term corporate credit rating on
Rogers Cable Inc., Canada's largest cable operator, and its parent
Rogers Communications Inc. Proceeds will be used to refinance
existing debt at Rogers Cable, fund the company's telephony
business plan, and for general corporate purposes. The outlook
is negative.

RCI has three main operating subsidiaries: Rogers Cable (100%),
Rogers Media (100%), and Rogers Wireless Inc. (55.8%). Rogers
Wireless is rated separately on a stand-alone basis. Rogers Cable
and RCI are rated based on the consolidated debt at RCI, Rogers
Cable, and Rogers Media. References to RCI, including financial
ratios, refer to RCI consolidated with Rogers Cable and Rogers
Media, but exclude Rogers Wireless.

"The ratings on Rogers Cable and RCI reflect an aggressive
consolidated financial profile, which is characterized by a high
level of consolidated debt, negative free cash flow generation,
and relatively weak credit protection measures for the ratings,"
said Standard & Poor's credit analyst Joe Morin. These weaknesses
are partially mitigated by the average business position of RCI's
core cable TV and high-speed Internet (HSI) subsidiary (Rogers
Cable) and the added business diversity provided by its media
properties (Rogers Media).

Rogers Cable is currently the key driver to ratings: it generates
close to 70% of RCI's revenues and more than 90% of operating
income. Rogers Cable includes the company's core cable TV
offerings, HSI, and video store operations. Competition from DTH
(direct to home) satellite TV providers has resulted in a loss of
basic cable subscribers in the past several years; the company's
basic penetration rate declined to about 70% at Dec. 31, 2003,
from about 80% four years earlier. The benefits of system upgrades
in the past two to three years however are becoming apparent,
with a much-abated loss of just 1,000 basic subscribers in 2003.

The negative outlook reflects Standard & Poor's expectations that
the RCI consolidated financial profile will deteriorate modestly
in the near term, as additional debt is incurred at Rogers Cable
to support funding for the company's telephony launch. To maintain
the current ratings, consolidated leverage at RCI (debt to EBITDA)
will have to remain below 5x. In addition, RCI will have to
demonstrate good progress towards generating positive free cash
flows, after a material investment in telephony in the next two
years.


ROGERS CABLE: Prices $350 Million Private Placement Debt
--------------------------------------------------------
Rogers Communications Inc. and its wholly-owned subsidiary Rogers
Cable Inc. announced that Rogers Cable has priced a private
placement in an aggregate principal amount of US$350 million
(approximately C$463 million based on the March 8, 2004, noon rate
of exchange as reported by the Bank of Canada) 5.50% Senior
(Secured) Second Priority Notes due 2014. The Notes are being
priced at a slight discount to par to yield 5.548% per annum. The
offering is being made pursuant to Rule 144A and Regulation S
under the Securities Act of 1933, as amended in the United States
and pursuant to private placement exemptions in certain provinces
of Canada and is expected to close on or about Thursday,
March 11, 2004.

Rogers Cable intends to use approximately C$314.5 million of the
net proceeds to refinance the drawdown under its bank credit
facility which was used to fund the February 23, 2004 redemption
of its C$300 million 9.65% Senior Secured Debentures due 2014 at a
redemption price of 104.825%. Rogers Cable intends to use the
balance of the net proceeds from this offering to repay other
existing indebtedness outstanding under its bank credit facility
and for general corporate purposes.

The Notes have not been, and will not be, registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

Rogers Cable Inc. (S&P, BB+ Long-Term corporate credit rating,
Affirmed) is a wholly-owned subsidiary of Rogers Communications
Inc. (TSX: RCI.A and RCI.B; NYSE: RG). Rogers Cable passes 3.2
million homes in Ontario, New Brunswick and Newfoundland and
Labrador, with 71% basic penetration of its homes passed. Rogers
Cable 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 Cable offers an extensive array of
High Definition TV, a suite of Rogers On Demand services
(including Video On Demand, Personal Video Recorders and Time-
shifting channels) as well as a large 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 and
television broadcasting, televised shopping, and publishing
businesses through Rogers Media Inc.


ROYAL OLYMPIA: MV Triton to Begin Three & Four Day Itineraries
--------------------------------------------------------------
Royal Olympic Cruises (Nasdaq: ROCLF) announced that the vessel MV
Triton started its planned three and four day itineraries
following the decision of the Greek Maritime Court of Appeal of
Piraeus pursuant to section 45 of Law 1892/1090.

However, it is important to note that the full amount of working
capital necessary for normal operations of the Company during the
summer of 2004 has not yet been secured. Even if sufficient
working capital were secured, unless the Company is able to work
out a comprehensive agreement with its existing creditors, it may
not be able to continue operations.

Following the appointment of a mediator from the court and the
court decision, three new members, Mr. G. Yiannoulis, Mr. Richard
Smalley Jr. and Mrs. Stephanie Gallagher have joined its board.
The above individuals have experience in the areas of General
Management, Finance and Sales and Marketing.  Mr. A. Potamianos
and Y. Pantazis have stepped down from the board.

As reported in the Troubled Company Reporter's March 3, 2004
edition, Royal Olympia Cruises announced that the Greek Maritime
Court of appeal of Piraeus administering the proceeding
under section 45 of Law 1892/1990 regarding its subsidiaries
"ELLINIKI ETAIRIA DIIPEIROTIKON GRAMMON A.E.", "VALENTINE OCEANIC
TRADING INC", "FREEWIND SHIPPING COMPANY" and "OCEAN QUEST
SEACARRIERS LIMITED", which are the owning companies of the
vessels ODYSSEUS, TRITON, WORLD RENAISSANCE and OLYMPIA I, and
"ROYAL OLYMPIC CRUISES LTD" (the Management Company), gave its
consent for their inclusion in the above section (similar to
Chapter 11 in the United States).

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


SAFESCRIPT PHARMACIES: Liquidity Issues May Spur Bankruptcy Filing
------------------------------------------------------------------
Safescript Pharmacies, Inc. (OTC Bulletin Board: SAFS), a wireless
based, acute care e-prescription pharmacy system, reported that it
has been engaged in discussions with the Securities and Exchange
Commission to resolve the past issues raised during the recent
investigation. The Company confirmed that it intends to restate
its financial statements for 2001 and 2002 to correct the manner
in which sales of territories were reported and correct other
material errors. Because of the time required to restate its
financial statements, the Company will not be able to file its
annual report on Form 10-KSB with the Securities and Exchange
Commission by the March 29, 2004 deadline.

The Company also announced that its Board of Directors has taken
the following immediate actions to address the Company's current
liquidity needs:

    -- Delayed construction of new pharmacies until the Company
       determines that its financial condition will adequately
       support new facilities. This action will reduce the
       anticipated need for cash to support the startup of   
       additional operations.  Currently, Safescript has 16
       company-owned pharmacies in operation; including the recent
       Monroe, Louisiana location opened February 27, 2004.   
       Additionally, the Company has contracted with 57 doctors to
       supply them with prescription devices, software
       installations and DSL connections, which will not take
       place until funds become available.

    -- Terminated special legal counsel and financial consultants
       to the independent committee of its Board of Directors
       until additional funds become available, eliminating the
       duplication of expenses incurred.

    -- Authorized the disposition of securities received from the
       sale of territories and other financial assets to generate
       a source of additional cash for operations.

    -- Reduced management salaries and administrative personnel,
       saving approximately $170,000 per month.

    -- Authorized management to pursue a private placement of debt
       or equity with qualified investors.

If the foregoing steps are not successfully completed or not
sufficient to provide adequate funds for continued operations and
payment of prior obligations, the Company may consider
reorganization under Chapter 11 of the United States Bankruptcy
Code.

               About Safescript Pharmacies, Inc.

Safescript Pharmacies, Inc. is a public holding company with four
operating subsidiaries, Safe Med Systems, Inc., Safescript
Holdings, Inc., Pegasus Pharmacies, Inc. and Advanced Pharmacy
Solutions, Inc. Safe Med Systems, Inc. is a medical
communications/technology company that provides state-of-the-art,
prescription units loaded with patent-pending software and secure,
broadband wireless technology. Safescript Holdings, Inc. and
Pegasus Pharmacies, Inc. operate the preferred retail pharmacy
providers that specialize in filling prescriptions generated by
the Safe Med Systems technology. Advanced Pharmacy Solutions, Inc.
is a closed specialty pharmacy system that delivers psychotropic
drugs to community and mental health centers. For additional
information visit http://www.safescriptinc.com/  


SAFETY-KLEEN: Judge Walrath Okays El Monte Claim Stipulations
-------------------------------------------------------------
Judge Walsh approves various stipulations that the Safety-Kleen
Corp. Debtors entered into with certain El Monte Superfund Site
creditors:

(1)  Beagle Properties, Inc.

Beagle Properties, Inc. filed a proof of claim asserting an
administrative expense claim for $50,000,000.  As a consequence of
the Debtors' entry into the Consent Decree on the El Monte
Superfund Site, the parties agree that the Beagle Claim is deemed
withdrawn, without prejudice.

(2)  Brown Jordan Company

Brown Jordan filed a proof of claim for $50,000,000 and asserted
administrative status for the Claim.  In light of the Consent
Decree on the El Monte Superfund Site, Brown Jordan and the
Debtors agree that:

       (a) The Brown Jordan proof of claim is deemed withdrawn;

       (b) If the District Court for the Central District of
           California does not approve the Consent Decree, then
           Brown Jordan may refile the proof of claim no later
           than 30 days after the denial; and

       (c) In the event of a refiling of the Brown Jordan Claim,
           all of the Debtors' rights to object to the refilled
           proof of claim are preserved -- except that the
           Debtors may not object on the basis that the refilled
           proof of claim is filed after the Administrative Bar
           Date.

(3)  Chadwick-Helmuth Co., Inc.

Chadwick filed a proof of claim for $50,000,000 on account of its
damages arising from the El Monte Superfund Site.  Chadwick
asserted administrative status for the Claim.  In view of the
Consent Decree, Chadwick and the Debtors agree that the claim is
withdrawn, without prejudice.

(4)  Gould Electronics

In light of the Consent Decree, Gould and the Debtors agree that
Gould's $50,000,000 administrative claim arising from the El Monte
Superfund Site is withdrawn, without prejudice.

(5)  Hermetic Seal Corporation

Hermetic Seal filed a $50,000,000 administrative claim against the
Debtors in connection with the El Monte Superfund Site.  As part
of its arrangement with the United States Environmental Protection
Agency, Hermetic Seal also filed three identical proofs of claim
for $75,000,000 on behalf of the EPA, each asserting
administrative status, in connection with the El Monte Superfund
Site.

In view of the Consent Decree on the El Monte Superfund Site,
Hermetic Seal and the Debtors agree that the $50,000,000
administrative claim is withdrawn, without prejudice.  Hermetic
Seal, on behalf of the EPA, also agrees that the three proofs of
claim are withdrawn, without prejudice.

(6)  PerkinElmer, Inc.

PerkinElmer, as corporate successor to EG&G Birtcher Inc., filed a
$50,000,000 administrative claim for damages in connection with
the El Monte Superfund Site.  In light of the Consent Decree, the
Debtors and PerkinElmer agree that the claim is withdrawn, without
prejudice.

(7)  M. C. Gill Corporation

M. C. Gill and the Debtors agree that its $50,000,000
administrative claim in connection with the El Monte Superfund
Site is withdrawn, without prejudice.

(8)  Union Pacific Railroad Company

To settle its $50,000,000 administrative claim against the Debtors
in connection with the El Monte Superfund Site, Union Pacific and
the Debtors agree that:

       (1) The Union Pacific proof of claim is deemed withdrawn;

       (2) If the District Court for the Central District of
           California does not approve the Consent Decree, then
           Union Pacific may refile the proof of claim no later
           than 30 days after the denial; and

       (3) In the event of a refiling of the Union Pacific claim,
           all of the Debtors' rights to object to the refilled
           proof of claim are preserved -- except that the
           Debtors may not object on the basis that the refilled
           proof of claim is filed after the Administrative Bar
           Date.

(9) Precision Coil Spring Co.

In view of the Consent Decree, Precision Coil and the Debtors
agree that Precision Coil's $50,000,000 administrative claim in
connection with the El Monte Superfund Site is withdrawn, without
prejudice. (Safety-Kleen Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


SEALY MATTRESS: Senior Debt Tender Offers to Expire on April 1
--------------------------------------------------------------
Sealy Mattress Company announced that on March 5, 2004 it
commenced cash tender offers for all $300,000,000 outstanding
principal amount of its 9-7/8% Senior Subordinated Notes due
December 15, 2007 (CUSIP No. 812141AE9) and for all $128,000,000
outstanding principal amount of its 10-7/8% Senior Subordinated
Discount Notes due December 15, 2007 (CUSIP No. 812141AF6).

In connection with the tender offers, Sealy is soliciting holders
of both notes to consent to proposed amendments to the respective
indentures governing the notes, which will eliminate substantially
all of the restrictive covenants and certain events of default and
other terms.

The tender offers will expire at 12:00 a.m. New York City time, on
Thursday, April 1, 2004, unless extended or earlier terminated.
Holders who validly tender their notes prior to 5:00 p.m., New
York City time, on March 18, 2004, will receive total
consideration of $1,035.42 per $1,000 principal amount of 9-7/8%
Notes tendered and total consideration of $1,038.75 per $1,000
principal amount of 10-7/8% Notes tendered. The total
consideration for the 9-7/8% Notes is the sum of a tender offer
price of $1,032.92 per $1,000 principal amount of notes tendered
and a consent payment of $2.50 per $1,000 principal amount of
notes tendered. The total consideration for the 10-7/8% Notes is
the sum of a tender offer price of $1,036.25 per $1,000 principal
amount of notes tendered and a consent payment of $2.50 per $1,000
principal amount of notes tendered. Holders who validly tender
their notes after the Consent Payment Deadline and prior to the
Expiration Time will receive only the tender offer consideration
and will not receive the consent payment. No tenders will be valid
if submitted after the Expiration Time. All payments will include
accrued and unpaid interest on the principal amount tendered to,
but not including, the payment date.

A holder who validly tenders its notes will, by tendering those
notes, be deemed to have delivered its consent to the amendments
to the related indenture. A holder may not consent to the
amendments without tendering its notes and may not revoke its
consent without withdrawing the previously tendered notes to which
the consent relates.

The tender offers and the consent solicitations are being made in
connection with the pending merger of Sealy's parent, Sealy
Corporation, with an affiliate of Kohlberg Kravis Roberts & Co.,
contemplated offerings of new senior subordinated notes of Sealy,
and a refinancing whereby Sealy expects to repay its existing
indebtedness and enter into a new senior credit agreement.

Sealy may amend, extend or, subject to certain conditions,
terminate the tender offers and the consent solicitations. The
tender offers and the consent solicitations are subject to the
satisfaction of certain conditions, which include the consummation
of the Transactions. The terms and conditions of the tender offers
and the consent solicitations, including the conditions of Sealy's
obligation to accept the notes tendered and pay the applicable
purchase price for them, are set forth in an Offer to Purchase and
Consent Solicitation Statement dated March 5, 2004.

Sealy has retained Goldman, Sachs & Co. and J.P. Morgan Securities
Inc. to act as the Dealer Managers in connection with the tender
offers and as the Solicitation Agents in connection with the
consent solicitations. Questions regarding the tender offers and
consent solicitations may be directed to Goldman, Sachs & Co. at
(800) 828-3182 (toll free), J.P. Morgan Securities Inc. at (212)
270-4991, or Global Bondholder Services Corporation, the
Information Agent in connection with the tender offers and consent
solicitations, at (866) 873-6300 (toll free). In addition,
requests for documents may be directed to the Information Agent at
the above toll-free number.

In connection with the Offerings, Sealy expects to issue new notes
in transactions that have not been and will not be registered
under the Securities Act of 1933, as amended, or any state
securities laws, and those securities may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state securities laws.

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


SITEL CORPORATION: James Lynch Discloses 12.20% Equity Stake
------------------------------------------------------------
As of December 31, 2003, James F. Lynch beneficially owns
8,979,932 shares of the common stock of SITEL Corporation,
representing 12.20% of the outstanding common stock of the
Company.  The amount owned includes 3,577,899 shares owned by
other stockholders over which Mr. Lynch exercises voting control
pursuant to a voting agreement.  It also includes 264,295 shares
held by two 501(c)(3) organizations established by Mr. Lynch.

Mr. Lynch holds sole power to vote, or to direct the vote, of the
entire 8,979,932 shares, and sole power to dispose, or direct the
disposition of, 5,402,033 shares.            

SITEL, a leading global provider of contact center services,
empowers companies to grow by optimizing contact center
performance and unlocking customer potential.  SITEL designs,
implements and operates multi-channel contact centers to enhance
company performance and growth.  SITEL manages nearly 2.0 million
customer contacts per day via the telephone, web, e-mail, fax and
traditional mail.  SITEL employees operate contact centers in 22
countries, offering services in 25 languages and dialects.  Please
visit SITEL's Web site at http://www.sitel.com/
    
                         *   *   *
                      
As previously reported, Moody's Investors Service lowered the
ratings of Sitel Corporation. The outlook is negative.

    * $100 million 9.25% senior subordinated notes, due 2006 to
      Caa2 from B3

    * Senior unsecured issuer rating to Caa1 from B2

    * Senior implied rating to B3 from B1


SLATER STEEL: Accepts Delaware Street's Revised Purchase Offer
--------------------------------------------------------------
A revised offer from Delaware Street Capital to acquire Slater
Steel's Hamilton Specialty Bar mill has been accepted by the
Company.

The new offer by DSC, which was tabled on March 5, includes a
total cash consideration of $16.95-million, as well as an
additional commitment estimated at $24-million for employee
pensions and extended health benefits for retirees.

"We are extremely pleased that affected stakeholders came together
to support our proposal," said Gary Katz, Director of DSC. "This
is great news for employees, customers and the local community. It
means this mill will remain in business and continue to deliver
world-class specialty steel products to existing and potential
customers around the world."

DSC is now in the process of contacting Slater's customers to
confirm orders and discuss future needs. As previously reported,
certain customers had been unable to delay their sourcing
decisions and made alternative supply arrangements prior to the
announcement that DSC and the United Steelworkers Union were
working together to save the plant.

With the acceptance of the deal by Slater, Mr. Katz said he is
confident the Company will maintain and grow its customer base.

The mill has been operating under creditor protection since June
2003. In late February, DSC and the United Steelworkers produced
an agreement that they presented to Slater in an effort to keep
the mill running. Since then, all the affected parties have worked
together to develop mutually acceptable terms to allow DSC to
acquire the facility.

"All the employees of the plant - hourly and salaried alike - are
dedicated and talented and made extraordinary efforts to continue
serving their customers, long after the bankruptcy court permitted
Slater to announce its planned shutdown and liquidation of the
facility," said Mr. Katz. "The work ahead will be challenging.
Restoring this plant to profitability and succeeding in the long
term will require a concerted effort by all. Now everyone is
working, not just to stave off liquidation, but to implement a new
business model which Slater employees developed collaboratively
with us."

DSC believes that all the stakeholders of the Slater facility
-- employees, customers, management, and investors -- see this new
venture as much more than saving three or four hundred jobs in
Hamilton. "It's about saving the plant through a new company that
is committed to filling gaps in pension and retiree medical
benefits left behind by its former owners," said Katz.

"The eyes of the entire Canadian steel industry will be watching
and we believe all of the stakeholders in this facility are
committed to proving to the world that our approach can work."

The Hamilton Specialty Bar facility is one of North America's most
technologically advanced producers of Special Bar Quality carbon
and alloy rounds and flats in the industry. The products are used
primarily for automotive components such as drive trains,
suspension systems, engine components and critical safety systems
in linkage and steering assemblies.

With offices in New York and Chicago, Delaware Street Capital is a
value-oriented investment fund focusing on rebuilding and
refinancing companies in special situations. DSC recently led the
successful refinancing of $U.S. 175-million of bank debt in
Mississippi Chemical Corporation, which was operating under
Chapter 11 bankruptcy protection in the United States. The Company
also recently arranged emergency financing that allowed
chocolatier Laura Secord to relocate manufacturing to Canada.


SLATER STEEL: Inks Letter of Intent with Delaware Street Capital
----------------------------------------------------------------
Slater Steel Inc. entered into a letter of intent with Delaware
Street Capital for the sale of substantially all of the assets of
Hamilton Specialty Bar. The completion of the acquisition is
subject to Slater and Delaware entering into
a definitive agreement, Court approval and certain other
conditions. Slater is hopeful that the transaction will close in
March, 2004.

On June 2, 2003, Slater and its subsidiaries sought creditor
protection under applicable Canadian and U.S. legislation. Slater
subsequently retained RBC Capital Markets to investigate strategic
alternatives available to the Company, including the sale of
operating divisions. Throughout this process, Slater, its chief
restructuring advisor and the Monitor - together with the support
of the Company's secured lenders - have focused on preserving the
value of assets. To date, Slater has completed the sale of, or
entered into definitive agreements to sell, the following
divisions: Lemont, Fort Wayne Specialty Alloys and Sorel Forge.
Details of the sale process can be found in the Monitor's Reports
to the Court at http://www.slater.com/by clicking on  
Restructuring Information, or at http://www.pwc.com/brs-slater/

Slater once again reiterates that it does not expect that
shareholders will receive any value from the involvency
proceedings.

Slater Steel is a mini mill producer of specialty steel products.


SMITHWAY MOTOR: Elects G. Larry Owens as President and CEO
----------------------------------------------------------
Smithway Motor Xpress Corp. (Nasdaq: SMXC) announced certain
changes to its Board of Directors and executive management.

The Company's Board of Directors has elected Marlys Smith to the
Board to fill the vacancy resulting from the death of her husband,
William G. Smith.

The Board of Directors has also elected G. Larry Owens as
President, Chief Executive Officer and Secretary of the Company.  
Mr. Owens had previously been Executive Vice President, Chief
Administrative Officer, and Chief Financial Officer.

Douglas Sandvig was elected by the Board as Senior Vice President,
Chief Financial Officer and Treasurer of the Company.  Mr. Sandvig
had previously been Senior Vice President, Controller, and
Treasurer.

Smithway is a truckload carrier that hauls diversified freight
nationwide, concentrating primarily on the flatbed segment of the
truckload market. Its Class A Common Stock is traded on the Nasdaq
National Market under the symbol "SMXC."

Smithway Motor's December 31, 2003 balance sheet shows a working
capital deficit of $3,782,000. As the Troubled Company Reporter
previously reported, as of September 30, 2003, the Company was in
violation of one loan covenant. The Company is currently seeking a
waiver for the loan covenant violation at September 30, 2003 and
an extension of the due date of the credit agreement to October 1,
2004.


SMTC CORPORATION: Fourth Quarter Results is Being Webcast Today
---------------------------------------------------------------
Notification of Fourth Quarter Results Webcast:

            SMTC Corporation (TSX: SMX) (NASDAQ: SMTX)
            Fourth Quarter Results Webcast
            March 10, 2004, 5:30 PM ET

To listen to this event, enter:

   http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=750860  

in your web browser.

CNW's webcast of earnings calls is consistent with Market
Regulation Services Inc. initiatives to broaden investor access
through the use of new technology.

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

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


SOLAR ENERGY: Engages Chisholm Bierwolf as New Independent Auditor
------------------------------------------------------------------
On February 10, 2004, Solar Energy Limited dismissed Chisholm &
Associates, the principal accountants previously engaged to audit
the Company's financial statements and retained Chisholm, Bierwolf
& Nilson, LLC as  the principal auditors to replace Chisholm. The
Company's Board of Directors approved the change of  accountants
from Chisholm to Bierwolf.

The audit reports of Chisholm on the Company's financial
statements for the fiscal years ending December 31, 2002, and
December 31, 2001, were modified to include an explanatory
paragraph for a going concern uncertainty.

Solar Energy Limited (SLRE) is a public company listed on the
OTCBB with the ticker symbol SLRE. Initially, SLRE was formed to
focus on developing cost-effective environmentally friendly
solutions to the earth's most pressing challenges: water, energy
and pollution.


SURE FIT INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Sure Fit, Inc.
             58 West 40th Street
             New York, New York 10018

Bankruptcy Case No.: 04-11495

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                     Case No.
   ------                                     --------
   Sure Fit Properties, Inc.                  04-11496

Type of Business: The Debtor is the leading seller of home
                  furniture coverings in the United States.
                  The Company manufactures and markets one-piece
                  slipcovers and furniture throw covers.  See
                  http://www.surefit.net/

Chapter 11 Petition Date: March 7, 2004

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: David C. McGrail, Esq.
                  Dechert LLP
                  30 Rockefeller Plaza
                  New York, NY 10112-2200
                  Tel: 212-698-3564
                  Fax: 212-698-3599

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Sure Fit, Inc.               $50 M to $100 M    $50 M to $100 M
Sure Fit Properties, Inc.    $10 M to $50 M     $10 M to $50 M

Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
1st Asia Corporation          Trade Debt              $4,778,802
261 Fifth Avenue, Suite 1001
New York, NY 10016

Alltex Trading Co.            Trade Debt              $1,362,753
P.O. Box 2050
Carmel, IN 46082-5782

Highmark Blue Shield          Insurance Premiums        $904,664
P.O. Box 827142
Philadelphia, PA 19182-7142

Taiwan Jing Mih Textile Co.   Trade Debt                $794,493
No. 210 Gong I Rd.
King Lung Tarn Taoyuan
Taiwan, R.O.C.

Springs Industries Inc.       Trade Debt                $756,292
P.O. Box 75066
Charlotte, NC 28275-5066

RR Donnelley Receivables,     Trade Debt                $660,193
Inc.
P.O. Box 13654
Newark, NJ 07188-0001

Meredith Corporation          Trade Debt                $640,665
P.O. Box 751493
Charlotte, NC 28275-1493

Capital Blue Cross            Insurance Premiums        $591,582
P.O. Box 779516
Harrisburg, PA 17177-9516

Three Z Printing Co.          Trade Debt                $533,894
P.O. Box 17406
St. Louis, MO 63178-7406

Hearst Magazines Division     Trade Debt                $531,555
The Hearst Corporation
P.O. Box 4864
New York, NY 10261-4864

Quebecor World                Trade Debt                $498,866
P.O. Box 98668
Chicago, IL 60693-8668

UPS Capital Global Trade      Trade Debt                $448,416
Finance Corp.
35 Glenlake Parkway
Atlanta, GA 30328

Quaker Fabrics                Trade Debt                $390,200
P.O. Box 3352
Boston, MA 02241-3352

Million Sales Associates      Trade Debt                $342,181
3775 Newburg Rd.
Easton, PA 18045

Bluementhal Print Works, Inc  Trade Debt                $341,894
P.O. Box 13395
New Orleans, LA 70185

AGA                           Trade Debt                $320,354
2 Park Ave.
New York, NY 10016-5673

BB&T Factors Corp.            Trade Debt                $305,784
200 West Second Street
Winston-Salem, NC 27101

The PMA Insurance Co.         Insurance Premiums        $200,000

Direct Response Media, Inc.   Trade Debt                $184,067

Fab Industries, Inc.          Trade Debt                $175,708


TEAM HEALTH: S&P Assigns B+ Rating to $250M Sr. Secured Bank Loan
-----------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on physician staffing and practice management
company Team Health Inc. At the same time, Standard & Poor's
assigned its 'B+' senior secured bank loan rating and its '4'
recovery rating to Team Health's proposed $250 million term loan
due in 2011 and to its $100 revolving credit facility due 2010.
The '4' recovery rating indicates that Standard & Poor's expects a
marginal recovery of principal in the event of a default.

In addition, Standard & Poor's assigned its 'B-' subordinated debt
rating to the company's proposed $180 million senior subordinated
notes.

The outlook has been revised to negative to reflect the company's
business uncertainties and increased debt leverage.

This proposed recapitalization of Team Health would use the
proceeds from a new $250 million term loan, $180 million of senior
subordinated notes, and about $73 million in cash to retire
existing debt, redeem $160 million of preferred stock, and pay
approximately $30 million of dividends to common share holders. As
part of the capital restructuring, the rating on the company's 12%
senior subordinated notes due 2009 will be withdrawn.

Prior to the proposed transaction, Cornerstone Equity Investors
and Madison Dearborn Capital Partners each owned about 35% of Team
Health's common stock and 39% of the company's preferred shares.

"The low-speculative-grade ratings on privately held Team Health
Inc. reflect the risks associated with the large physician
staffing company's narrow operating focus, as well as its
susceptibility to pricing and cost pressures, including
professional liability costs," said Standard & Poor's credit
analyst Jesse Juliano. The ratings also reflect uncertainty
related to the company's participation in TRICARE, a health system
for active duty members of the military. These issues are partly
mitigated by the company's strong competitive position in its
specialized field and its ability to generate sufficient cash flow
to reduce debt.

Based in Knoxville, Tennessee, Team Health is the largest
nationwide provider of outsourced physician staffing and
administrative services to U.S. hospitals and other health care
providers. The company specializes in emergency room staffing,
which represents about two-thirds of total revenues, and
concentrates on large, high-volume hospital clients. Team Health's
mid-2002 $147 million acquisition of Spectrum Health Resources,
its largest purchase to date, added a significant new operating
focus in the staffing of military medical facilities.

Team Health has been able to increase its same-contract revenues
and billing volume in 2003 (net revenues have also increased in
each of the past four years). Also, the company has established a
captive insurance subsidiary to more cost-effectively provide
malpractice coverage, and it could benefit from tort reform in
Florida and Texas. Still, the company continues to be affected by
rising professional liability insurance costs, which remain an
important concern.

Team Health also has a high level of uncollectable receivables
characteristic of companies that serve emergency room patients.
However, uncollectables as a percentage of net revenues has
trended downward from 2001 to 2003, due to the company's improved
billing practices. While Team Health will benefit from a 1.5%
physician reimbursement increase for Medicare in 2004 and 2005,
the company remains vulnerable to changes in reimbursement rates.

Some uncertainty also exists regarding Team Health's military
medical staffing line due to TRICARE, as changes in the way
military medical staffing is outsourced could either diminish or
increase Team Health's share of that market. Currently, the
company's military business represents approximately 23% of
revenues.

Considering these revenue uncertainties, it is critical that the
company manage costs.


TELETECH HOLDINGS: Reports Net Losses for 4th Quarter & FY 2003
----------------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a global provider of
customer management solutions, announced fourth quarter and full
year 2003 financial results. The company also filed its Annual
Report on Form 10-K with the Securities and Exchange Commission
for the year ended December 31, 2003.

The full year 2003 results were revenue of $992.3 million, down
$25.1 million, or 2.5 percent, from revenue of $1,017.4 million in
2002. Income from operations was $10.3 million in 2003 compared to
$5.9 million in 2002. The company reported a net loss in 2003 of
$41.2 million, or $0.56 per share, compared to a net loss of $16.8
million, or $0.22 cents per share, in 2002. Included in the 2003
net loss were (i) $29.9 million of non-cash charges related to
establishing deferred tax asset valuation allowances, (ii)
approximately $6.2 million of non-cash charges related to the
write-down of deferred tax assets along with tax adjustments to
certain prior years' financial results, and (iii) net charges of
$10.6 million (pre-tax) related to workforce reductions and the
closure or impairment of certain customer management centers.

The fourth quarter 2003 results were a net loss of $2.4 million,
or $0.03 per share, down from net income of $2.1 million, or $0.03
cents per diluted share, in the third quarter of 2003 and up from
a net loss of $22.1 million, or $0.30 per share, in the prior year
quarter.

The fourth quarter of 2003 also included, among other items
detailed in the Annual Report on Form 10-K:

     *  The highest quarterly revenue in the company's history of
        $261.6 million, sequentially up $16.7 million, or 6.8
        percent, from $244.9 million in the third quarter of 2003
        and up $3.8 million, or 1.5 percent, from $257.8 million
        in the fourth quarter of 2002.

     *  Income from operations of $8.1 million, down from $9.1
        million in the third quarter of 2003 and up from a loss
        from operations of $27.8 million in the fourth quarter of
        2002.

     *  Announcing new relationships with two large U.S. retailers
        of consumer electronics and launching new or expanded
        global business for clients in several industries
        including travel, technology and financial services.

     *  Ending the quarter with cash and cash equivalents of
        $141.7 million, up from $127.0 million in the third
        quarter, and down from $144.8 million at December 31,
        2002.  Total debt was $129.2 million at quarter end,
        placing TeleTech in a net positive cash position
        (calculated as cash and cash equivalents less total debt).

     *  Improving accounts receivable collections and reducing
        days sales outstanding (DSOs) to 51 days, down from 53
        days in the third quarter.

     *  Generating $18.9 million of free cash flow, calculated as
        cash flow from operating activities of $28.3 million less
        capital expenditures of $9.4 million.  This compares to
        free cash flow of $28.4 million in the third quarter and
        $47.5 million in the year ago quarter.

     *  A $5.5 million tax expense primarily related to
        establishing a deferred tax asset valuation allowance for
        certain international locations and adjustments related to
        several prior periods.

     *  Recording a $3.0 million (after-tax) reduction of revenue
        during the fourth quarter of 2003 compared to the prior
        quarter resulting from performance-based pricing,
        principally with one client program.

     *  As previously announced, in July 2003, TeleTech adopted
        Emerging Issues Task Force No. 00-21, "Revenue with
        Multiple Deliverables," which became effective for new
        client agreements entered into after June 30, 2003.  As a
        result, the fourth quarter included the deferral of $2.1
        million (after-tax) of operating income related to the
        launch of new client programs.

     *  Severance costs of $1.0 million (after-tax).

     *  Partially offsetting the above items was a $2.9 million
        (after-tax) benefit from the reversal of previously
        recorded 2003 bonus accruals.

                    EXECUTIVE COMMENTARY

Commenting on the company's results, Dennis Lacey, chief financial
officer, said, "We are focused on tight fiscal controls, further
cost reductions, enhanced pricing practices and pursuing various
tax planning strategies designed to reduce our tax burden and
generate potential tax refunds."

Kenneth Tuchman, chairman and chief executive officer, said, "I am
not pleased to report a net loss for the fourth quarter and the
full year. However, I recognize that a portion of this loss is
attributable to actions being taking to position the company for
future profitable growth, including streamlining our global
operations, incurring costs to launch new client programs, and,
importantly, investing in expanded solutions around our core
offering and at Newgen."

"We believe our sales pipeline continues to be robust," said
Tuchman. "However, we are selective in which new business
opportunities we pursue and are only focused on opportunities that
take advantage of our capabilities, meet our targeted hurdle rates
and offer an appropriate return for our shareholders. We are well
positioned to contend for this new business given our global
reach, centralized delivery model and our proven reputation in
launching and delivering large, complex customer management
engagements."

"Looking ahead, this approach, along with lowered profitability in
our North American Customer Care and Database Marketing and
Consulting segments, as well as the recent accounting rules
related to the launch of new client programs in the first quarter,
will result in our financial performance lagging behind our
actions to return our company to profitability," said Tuchman.

"We believe our efforts to transition the company to profitability
will last at least through the first half of 2004 as we continue
our cost reduction initiatives, work to improve the profitability
of certain client programs and more fully utilize our global
capacity," said Tuchman. "These steps are necessary to position
our company for improved future performance. On a positive note,
we expect to achieve the $40 million in annualized cost savings,
as previously announced, during 2004."

                    ABOUT TELETECH

TeleTech is a global leader of integrated customer solutions
designed to help clients acquire and grow profitable relationships
with their customers. TeleTech has built a worldwide capability
supported by more than 33,000 professionals in North America,
Latin America, Asia-Pacific and Europe. For additional
information, visit http://www.teletech.com/

                          *   *   *

                LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other
similar transactions. Any such transaction could include, among
other things, the transfer, sale or acquisition of significant
assets, businesses or interests, including joint ventures, or the
incurrence, assumption or refinancing of indebtedness, and could
be material to the financial condition and results of operations
of the Company. There is no assurance that any such discussions
will result in the consummation of any such transaction. Any
transaction that results in the Company entering into a sales
leaseback transaction on its corporate headquarters building would
result in the Company recognizing a loss on the sale of the
property (as management believes that the current fair market
value is less than book value) and would result in the settlement
of the related interest rate swap agreement (which would require a
cash payment and charge to operations of $4.7 million).


TRINITY IND: Declares Quarterly Dividend Payable on April 30
------------------------------------------------------------
Trinity Industries, Inc. (NYSE: TRN) declared a quarterly dividend
of 6 cents a share on its $1 par value common stock.  The
quarterly cash dividend, Trinity's 160th consecutive, is payable
April 30, 2004 to stockholders of record April 15, 2004.
    
Trinity Industries, Inc., with headquarters in Dallas, Texas is
one of the nation's leading diversified industrial companies.  
Trinity reports five principal business segments: the Rail Group,
the Railcar Leasing and Management Services Group, the Inland
Barge Group, the Construction Products Group and the Industrial
Products Group.  Trinity's web site may be accessed
at http://www.trin.net/

                         *   *   *

As reported in the Troubled Company Reporter's March 3, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
senior secured bank loan rating and its '1' recovery rating,
indicating a high expectation of full recovery of principal, to
Dallas, Texas- based Trinity Industries Inc.'s $250 million senior
secured revolving credit facility due 2007. At the same time,
Standard & Poor's assigned its 'BB-' senior unsecured debt rating
to the company's proposed $300 million senior unsecured notes due
2014, which is being issued under SEC Rule 144A with registration
rights. Proceeds from the notes issuance will be used to refinance
existing debt and for general corporate purposes. Standard &
Poor's also affirmed its 'BB' corporate credit rating on the
company. The outlook remains stable.

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


UAL: Chautauqua, Republic & Shuttle America Join United Express
---------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) announced that
Chautauqua Airlines, Republic Airlines and Shuttle America have
joined United Express.  Under a new agreement, United has
authorized Republic to fly sixteen seventy-seat regional
jets under the United Express livery.  Chautauqua will operate
sixteen fifty-seat regional jets for United Express and Shuttle
America will fly ten Saab 340 turbo prop aircraft.

"These agreements will help us continue to meet the demands of our
customers with competitive fares and a full schedule of flights to
large and small communities across the country - and the world,"
said Doug Hacker, executive vice president - Strategy.  "We are
pleased to add these partners that are committed to providing
outstanding customer service to the United
Express family."
    
The thirty-two regional jets and ten turbo props described in the
agreements will serve United's Washington Dulles and Chicago
O'Hare hubs as well as a number of other smaller markets
throughout the country.  The agreements with Chautauqua and
Republic expire in 2014, while the contract with Shuttle America
runs through 2005 and includes a renewal option.  The companies
will begin operating United Express flights later this year.

"United shares our goals of operational excellence and our strong
dedication to customer service," said Bryan Bedford, chairman and
chief executive officer of Republic Airways Holdings Inc.  "We are
excited to become a part of United's global network through our
contribution to United Express, and we look forward to building a
strong, long-term relationship with United."

Chautauqua is celebrating thirty years of service and was recently
named 2004 Regional Airline of the Year by Air Transport World.
The company has also been awarded the FAA's prestigious Diamond
Award for excellence in maintenance and training for each of the
past twelve years.  Chautauqua and Republic Airlines are wholly
owned subsidiaries of Republic Airways Holdings Inc., an airline
holding company based in Indianapolis, Indiana.  The holding
company is owned by investment funds that are managed by Wexford
Capital LLC.  Wexford also owns Shuttle America.

Other United Express partners include Skywest Airlines, Trans
States Airlines, Air Wisconsin Airlines, Atlantic Coast Airlines
and Mesa Air Group.

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


US AIRWAYS: Charlotte Wants to Reverse Claim Disallowance Order
---------------------------------------------------------------
The Tax Collector for the City of Charlotte and Mecklenburg
County, North Carolina filed a proof of claim against US Airways
Group Inc. for unsecured priority taxes aggregating $6,645,188.

On May 13, 2003, the Debtors objected to Charlotte's Claim.  The
Tax Collector had until June 14, 2003 to respond to the
objection.  Court documents indicate that one copy of the Claim
Objection was sent to the Tax Collector on May 14, 2003.  
However, Hamlin L. Wade, Esq., at Ruff, Bond, Cobb, Wade &
Bethune explains that neither the Tax Collector nor the attorneys
who filed the Claim received a copy of the Claim Objection.

On June 19, 2003, the Tax Collector's claim was expunged.  
Neither the Tax Collector nor his attorneys were served with a
copy of the Order expunging those claims.

According to Mr. Wade, the Claim Objection is legally defective
and contains only a broad based, generic objection to the Tax
Collector's claims, which "clearly have merit and which are
supported by adequate and customary documentation provided by the
Tax Collector."

The Tax Collector, therefore, asks the Court to reverse the
expungement and permit the Tax Collector to respond to the Claim
Objection on the merits. (US Airways Bankruptcy News, Issue No.
49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VFH ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: V F H Enterprises Incorporated
        dba Valley Funeral Home
        42011 "A" Street
        Murrietta, California 92562

Bankruptcy Case No.: 04-11622

Type of Business: The Debtor provides funeral and memorial
                  services.

Chapter 11 Petition Date: February 10, 2004

Court: Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Stephen R. Wade, Esq.
                  400 North Mountain Avenue Suite 214B
                  Upland, CA 91786
                  Tel: 909-985-6500

Total Assets: $2,045,000

Total Debts:  $986,710

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Gillis Family Trust                        $100,000

Tri-State Accommodations                    $23,959

American Media                               $9,814

Home Depot                                   $6,170

RIC/First Financial                          $3,886

State Board of Equalization                  $3,782

Sherrif-Coroner Transport Billing            $3,700

Astral Industries                            $3,449

Jack Van Haaster                             $3,250

Deaton-Kennedy Company                       $2,316

Inman Nationwide Shipping                    $2,195

Markham & Associates                         $2,145

Champion Company                             $2,031

JS Paluch Company, Inc.                      $1,658

Batesville Casket                            $1,640

Henry Schwab Co.                             $1,385

Office Depot                                 $1,190

Pierce Chemicals                             $1,183

MB Credit Corporation                        $1,122

A. Rifkin Co.                                $1,045


VISTA MEDICAL: Fails to Comply with Nasdaq's Listing Requirements
-----------------------------------------------------------------
Vista Medical Technologies, Inc. (Nasdaq: VMTI) received
notification on March 1, 2004 of a Nasdaq Staff Determination
indicating that the Company fails to comply with the Stockholders'
Equity requirement for continued listing set forth in Marketplace
Rule 4310(c)(2)(B), and that its common stock is, therefore,
subject to delisting from the Nasdaq SmallCap Market. The Company
has requested a hearing before a Nasdaq Listing Qualifications
Panel to review the Staff Determination. This request for a
hearing will stay the delisting of the Company's common stock
pending the Panel's decision. There can be no assurance, however,
that the Panel will grant the Company's request for continued
listing.

President and Chief Executive Officer of Vista Medical, John R.
Lyon, said: "We believe we can present a plan for attaining the
continued listing requirement for Stockholders' Equity. We are in
the process of seeking additional equity capital for the Company,
and recently closed on a first tranche of $588,000 of new
investment. Also, on December 23, 2003, we announced that the
Company has agreed to sell its Visualization Technology business
to Viking Systems, Inc., subject to the approval of Vista
Medical's stockholders. If approved, this transaction is expected
to close in the first half of April 2004 and will further
strengthen our balance sheet. Following the close of this
transaction, Vista Medical will be a pure-play niche healthcare
services company focused on products and services for the disease
state management of morbid obesity. We look forward to discussing
the progress we have made in developing our business model and
introducing our new product and service offerings to the obesity
surgery market on our upcoming conference call."

               Vista Medical Technologies, Inc.

Vista Medical Technologies, Inc. operates two business units. The
Obesity Surgical and Medical Management Services business, based
in Carlsbad, CA, provides services to physicians and hospitals
involved in the surgical treatment of morbid obesity. Our services
include management of the Laparoscopic Bariatric Surgery
Preceptorship, a comprehensive introduction to starting a
minimally invasive gastric bypass surgical program. Additionally,
we offer systems, consulting and program management services which
enable the efficient operation of obesity surgery programs. The
Visualization Technology business, based in Westborough, MA,
develops, manufactures and markets products that provide
information to physicians performing minimally invasive general
surgical, cardiac surgical and other selected endoscopic and
interventional procedures. Our technology products combine a head
mounted display with video cameras to provide surgeons with
critical visual information during complex minimally invasive
procedures, and also incorporate the benefit of viewing
complementary information in a voice-controlled, picture-in-
picture format, to facilitate real-time decision making during
surgery. The Visualization Technology business also manufactures
compact, high-resolution endoscopic cameras for original equipment
manufacturer customers and strategic partners. Vista Medical
Technologies is traded on the NASDAQ SmallCap Market under the
stock symbol VMTI. Its Website is http://www.vistamt.com/

                         *   *   *

In its latest Form 10-Q filed with the Securities & Exchange
Commission, Vista Medical Technologies, Inc. reports:

               Liquidity and Capital Resources

"We incurred operating losses in 2000, 2001 and 2002, and at
September 30, 2003, had an accumulated deficit of $67.2 million.  
At September 30, 2003, we had cash and short-term investments of
$588,000.  In March 2003, we sold $950,000 of preferred stock in a
private placement to two accredited investors.  In addition, we
have amounts available under a $2.0 million bank line of credit
facility, which expires in October 2003 and has been renewed
through October 2004.  However, the amounts available under this
line of credit facility are available only with respect to
accounts receivable, which totaled approximately $917,000 at
September 30, 2003.  We do not believe that these sources of
liquidity will be sufficient to meet our anticipated capital
requirements.  This cash requirement is very serious and we will
require additional funds to continue our business beyond the end
of 2003.  Certain circumstances, including a continued slow rate
of product orders or declining revenues in our Obesity Surgery
Management Services business would accelerate use of our remaining
funds.   There can be no assurance that the requisite funding will
be consummated in the necessary time frame or on terms acceptable
to us.  Should we be unable to raise sufficient funds, we may be
required to curtail our operating plans and possibly relinquish
rights to portions of our technology or products.  No assurance
can be given that we will be able to continue as a going concern."


VISTEON: Continuing Supplemental Agreement Negotiations With UAW
----------------------------------------------------------------
Visteon Corporation (NYSE: VC) is continuing negotiations for a
Visteon Supplemental Agreement with the United Auto Workers
covering future employees at its 15 UAW Master Agreement
facilities in the United States.  Although no deadline exists,
negotiations are expected to conclude promptly.

"We are confident that we will have an agreement soon, and we will
announce it at the appropriate time," said Robert H. Marcin,
Visteon senior vice president, corporate relations.
    
Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket.  Visteon has approximately 72,000
employees and a global delivery system of more than 200 technical,
manufacturing, sales, and service facilities located in 25
countries.

                         *   *   *

As reported in the Troubled Company Reporter's March 3, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
senior unsecured rating to Visteon Corp.'s proposed $400 million
senior unsecured notes due 2014. At the same time, Standard &
Poor's affirmed its 'BB+' corporate credit rating on the Dearborn,
Michigan-based company, which has total debt of about $2 billion,
including securitized accounts receivable and capitalized
operating leases. Proceeds from the new debt issue will be used to
refinance existing debt and for general corporate purposes. The
rating outlook is stable.

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

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


WARNACO: Newly Reorganized Debtor Issues Q4 and FY 2003 Results
---------------------------------------------------------------
The Warnaco Group, Inc. (NASDAQ: WRNC) announced fourth quarter
and fiscal year 2003 results.

For the fourth quarter of fiscal 2003 net revenues were $337.4
million compared to $339.1 million for the prior year fourth
quarter. Income from continuing operations for the fourth quarter
of fiscal 2003 was $10.7 million, or $0.23 per diluted share, a
$65.5 million improvement over the fourth quarter of fiscal 2002
loss from continuing operations of $54.8 million, or $1.03 per
diluted share. The net loss for the fourth quarter of fiscal 2003
was $4.1 million, or $0.09 per diluted share, compared to a net
loss of $59.5 million, or $1.12 per diluted share, for the prior
year period. The Company notes that reduced selling, general and
administrative ("SG&A") expense was a principal contributor to the
improved results.

The Company emerged from bankruptcy on February 4, 2003, and
therefore the reported fiscal year 2003 results are for the
eleven-month period commencing on February 5, 2003 and ending on
January 3, 2004. For that eleven-month period, net revenues were
$1.26 billion, income from continuing operations was $20.3
million, or $0.45 per diluted share, and net income was $1.9
million, or $0.04 per diluted share. These results include the
effects of the restatement of operating results for the first
three quarters of fiscal 2003 to reflect a non-cash charge of
approximately $0.01 per diluted share per quarter for the
amortization of the intangible asset associated with the Company's
Calvin Klein jeans license over its remaining license period of 42
years.

During the fourth quarter of fiscal 2003 the Company:

-- Signed an exclusive worldwide license with Sweetface Fashion
   Company to market and produce JLO by Jennifer Lopez lingerie;

-- Undertook several initiatives to further the growth of its
   brands, including the introduction of a Chaps denim line, a
   junior underwear line under the Choice Calvin Klein label,
   Lejaby Rose, a new Lejaby introduction, and the extension of
   the Speedo brand through a sub-license agreement for
   performance water; and

-- Further rationalized its sourcing and distribution
   infrastructures through the sale of its Honduran and Mexican
   intimate apparel manufacturing operations and the move to a
   Company-owned distribution center for its Calvin Klein jeans
   business.

Earlier in the year, the Company:

-- Continued to execute its plan to exit certain non-core
   businesses through the sale of the ABS by Allen Schwartz
   business unit;

-- Entered into a sub-licensing agreement for Calvin Klein kids
   jeanswear;

-- Strengthened its partnerships by extending its license with
   Polo Ralph Lauren for Chaps men's sportswear for an additional
   ten years through 2018, fostered improved relationships with
   Calvin Klein, Inc. and Speedo International Ltd. and signed a
   new license agreement for Nautica swimwear and beachwear;

-- Built on the momentum of the Speedo brand through the
   introduction of Beach, a fashion line, the expansion of the
   Lifeguard line to include contemporary fashion swimwear and
   cover-ups and the growth of the Speedo footwear and accessories
   business; and

-- Elected to expense stock options beginning in the first quarter
   of fiscal 2003.

                    Fourth Quarter Results

On a pro forma basis, as if the Company had emerged from
bankruptcy at the beginning of fiscal 2002, for the three months
ended January 3, 2004:

-- Net revenues were $337.4 million, down slightly from $339.1
   million in the fourth quarter of fiscal 2002. Net revenues for
   the fourth quarter of fiscal 2002 included $2.6 million of net
   revenues associated with business units that were sold or
   discontinued during fiscal 2002 (primarily the Company's
   domestic outlet retail stores). Excluding net revenues from
   these sold or discontinued business units, net revenues for the
   fourth quarter of fiscal 2003 increased by approximately 0.3%
   compared to the fourth quarter of fiscal 2002. However, foreign
   currency translation gains accounted for $13.7 million of net
   revenue in 2003;

-- Gross profit was $109.1 million, or 32.3% of net revenues,
   compared to $93.7 million, or 27.6% of net revenues, in the
   fourth quarter of fiscal 2002. The 470 basis point improvement
   in gross margin was due primarily to reduced product costs from
   improved sourcing;

-- SG&A expenses were $86.2 million, or 25.5% of net revenues,
   compared to $85.9 million, or 25.3% of net revenues, in the
   fourth quarter of fiscal 2002. SG&A expenses for the fourth
   quarter of fiscal 2003 include $1.1 million of non-cash stock
   based compensation expense related to restricted stock awards
   and stock options granted during fiscal 2003 and a $3.6 million
   charge related to the Company's incentive compensation plan,
   which were not included in fourth quarter fiscal 2002 results;

-- Pension income was $6.5 million as a result of the actual
   return on plan assets exceeding the increase in pension plan
   liabilities for the Company's frozen pension plan;

-- Operating income was $29.5 million, or 8.7% of net revenues,
   compared to $6.4 million, or 1.9% of net revenues, in fiscal
   2002;

-- Interest expense decreased by $2.6 million to $5.0 million,
   compared to $7.6 million in fiscal 2002, due to a reduction in
   debt and lower interest rates;

-- Income from continuing operations was $15.1 million, or $0.33
   per diluted share, compared to a loss from continuing
   operations of $0.7 million, or $0.01 per diluted share, in the
   fourth quarter of fiscal 2002. This $15.8 million improvement
   includes approximately $1.0 million from foreign currency
   translation gains; and

-- EBITDA was $38.7 million, or 11.5% of net revenues, compared to
   $15.4 million, or 4.5% of net revenues, in the fourth quarter
   of fiscal 2002. Fourth quarter EBITDA includes $6.5 million of
   pension-related income which the Company excludes from its
   analysis of operations. The Company utilizes the measure EBITDA
   in addition to operating income to assess its business results.
   
Joe Gromek, President and Chief Executive Officer, stated: "Fiscal
2003 marked an important milestone for our Company. We positioned
Warnaco for growth and realized the initial benefits of our
strategic plan. Our team executed on programs aimed at reducing
expenses while capitalizing on the strength of our brands and
market position. We have also fostered improved relations with our
key retail accounts. We look forward to fully realizing the
benefit of our restructuring initiatives, with expected
operational improvements in our Calvin Klein jeans and intimate
apparel businesses, while we continue to execute on our strategic
growth initiatives in Chaps, Calvin Klein underwear and Speedo."

               Full Year Fiscal 2003 Results

On a pro forma basis, as if the Company had emerged from
bankruptcy at the beginning of fiscal 2002, for the fiscal year
2003:

-- Net revenues were $1.37 billion, down 2.4% from $1.41 billion
   in fiscal 2002. Net revenues for fiscal 2002 included $46.2
   million of net revenues associated with business units that
   were sold or discontinued during fiscal 2002 (sold or
   discontinued business units include the Company's domestic
   outlet retail stores, GJM, Penhaligon's, IZKA, Weight Watchers,
   Fruit of the Loom and Ubertech). Excluding net revenues from
   these sold or discontinued business units, fiscal 2003 net
   revenues increased by approximately 0.9% compared to fiscal
   2002. However, foreign currency translation gains accounted for
   $34.0 million of net revenue in fiscal 2003;

-- Gross profit was $447.5 million, or 32.6% of net revenues,
compared to $442.6 million, or 31.4% of net revenues, in fiscal
2002. The improvement in gross profit was due primarily to reduced
product costs from improved sourcing and a reduction in sales
allowances compared to fiscal 2002;

-- SG&A expenses were $353.9 million, or 25.8% of net revenues,
   compared to $358.9 million, or 25.5% of net revenues, in fiscal
   2002. SG&A expenses for fiscal 2003 declined by $5.0 million
   compared to fiscal 2002 due to expense management initiatives.
   In addition, SG&A for fiscal 2003 included $5.5 million of non-
   cash stock based compensation expense related to restricted
   stock awards and stock options granted during fiscal 2003 and
   an $8.8 million charge related to the Company's incentive
   compensation plan, which were not included in fiscal 2002
   results;

-- Pension income was $6.5 million as a result of the actual
   return on plan assets exceeding the increase in pension plan
   liabilities for the Company's frozen pension plan;

-- Operating income was $100.1 million, or 7.3% of net revenues,
   compared to $78.3 million, or 5.6% of net revenues, in fiscal
   2002;

-- Interest expense decreased by $8.3 million to $23.2 million,
   compared to $31.5 million in fiscal 2002, due to a reduction in
   debt and lower interest rates;

-- Income from continuing operations increased 69% to $47.6
   million compared to $28.2 million in fiscal 2002. This $19.4
   million improvement includes approximately $1.8 million from
   foreign currency translation gains;

-- Diluted income per share from continuing operations increased
   by approximately 69% to $1.05, compared to $0.62 in fiscal
   2002; and

-- EBITDA was $137.2 million, or 10.0% of net revenues, compared
   to $112.6 million, or 8.0% of net revenues, in fiscal 2002.
   Fiscal 2003 EBITDA includes $6.5 million of pension-related
   income which the Company excludes from the analysis of its
   operations. Excluding this benefit, EBITDA was $130.7 million.
  

The Company noted the following balance sheet highlights (on an
actual basis) as of January 3, 2004:

-- Inventory declined by $68.2 million, or 19.6%, to $279.8
   million, compared to $348.0 million at February 4, 2003. The
   decrease in inventory primarily reflects improved inventory
   management and, to a lesser extent, the closing of the
   Company's remaining U.S. outlet retail stores in the fourth
   quarter of fiscal 2002; and

-- Cash increased by $26.6 million, or 98.9%, to $53.5 million at
   January 3, 2004, compared to cash (including restricted cash)
   of $26.9 million at February 4, 2003. Debt decreased by $35.4
   million from $246.5 million at February 4, 2003 to $211.1
   million at January 3, 2004. For the eleven months ended January
   3, 2004, the combined increase in cash and reduction of debt
   totaled $62 million.

Larry Rutkowski, Senior Vice President - Finance and Chief
Financial Officer, commented: "We achieved the key financial and
operational objectives we set for 2003. To this end, we advanced
the integration of our shared services platform and further
rationalized our sourcing and distribution infrastructures while
continuing to divest our non-core assets. These moves are expected
to reduce costs and improve gross margins and asset utilization
going forward. We also ended the year with a strong balance sheet,
including $53.5 million in cash and no outstanding balances under
our revolving credit facility. This places us in a solid position
to pursue the many opportunities that exist for our Company, and
importantly, create added value for our shareholders."

                    Future Guidance

Over the next three years the Company is targeting:

-- Modest near term revenue growth, increasing in future years;

-- Gross margin percentage increasing on average over 1 percentage
   point per year;

-- Maintaining a competitive SG&A level; and

-- Double-digit percentage operating margin growth annually.

As previously reported, the Company's first quarter fiscal 2003
results were positively affected by many factors including
increased sales of certain swimwear products, as compared to the
prior year period. Also, earlier shipment of certain swimwear,
Calvin Klein underwear and Calvin Klein jeans programs had a
positive effect on first quarter 2003 results. The Company does
not expect a recurrence of these events in the first quarter of
fiscal 2004. Beyond the first quarter of fiscal 2004, the Company
anticipates improved results compared to the corresponding periods
of fiscal 2003.

In addition, to effectively capitalize on an Olympic year and new
product launches, the Company plans to increase marketing
expenses. This is expected to result in a modest increase in SG&A
expense as a percent of net revenues over fiscal 2003 levels.

               Restatement of Prior Results

In the course of finalizing the Company's 2003 financial
statements, the Company, after consultation with its auditors, has
determined that its Calvin Klein jeans license, which had been
classified as an indefinite lived asset and thus not amortized,
should be classified as a finite lived asset and amortized over
the remaining license period of 42 years commencing February 5,
2003. As a result, fiscal 2003 results reflect a non-cash
amortization charge of $2.1 million related to this license. The
Company has restated operating results for the first three
quarters of fiscal 2003 to reflect the non-cash amortization
charge of approximately $0.6 million, or $0.01 per diluted share,
per quarter. The restatement had no impact on EBITDA or cash flows
from operations and will not affect these measures in the future.
During fiscal 2002 and through February 4, 2003, the carrying
value of this license was zero. Therefore, the restatement does
not affect the Company's financial results for periods prior to
February 4, 2003. The Calvin Klein jeans license was revalued upon
the adoption of fresh start accounting. The Company has also
adjusted its February 4, 2003 fresh start balance sheet to reflect
the tax impact of this restatement. The Company notes that, due to
this restatement, its previously filed Quarterly Reports on Form
10-Q for the first, second and third quarters of fiscal 2003
should not be relied upon by investors and should be read in
conjunction with the restated results appearing in Schedule 10 of
this press release and the Notes to the Consolidated Financial
Statements section of the Company's Annual Report on Form 10-K
which the Company expects to file on or before March 18, 2004.

                    Pension Accounting

In fiscal 2003, the Company changed its method of accounting for
defined benefit pension plans to a method that accelerates the
recognition of gains and losses on pension plan assets and the
liability for pension plan obligations. The Company will record
net pension expense or income in the fourth quarter of each fiscal
year in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 87. This change will result in additional
volatility in pension expense or income in future periods.
Therefore, the Company has disclosed pension expense or income in
its consolidated financial statements. The Company will file a
preferability letter with its Annual Report on Form 10-K.

                         Discontinued Operations
                        and Restructuring Charges

Pro forma results exclude the losses from discontinued operations
and restructuring charges. The loss from discontinued operations
for the fourth quarter of fiscal 2003 was $14.8 million, including
$9.8 million of restructuring charges. Discontinued operations for
the fourth quarter include: (i) the remaining 44 Speedo Authentic
Fitness retail stores that will be closed during the first half of
fiscal 2004; (ii) the ABS by Allen Schwartz business unit sold on
January 31, 2004, including a $3.0 million impairment charge
related to the loss on the sale; and (iii) the Warner's brand and
business in Europe.

For the fourth quarter of fiscal 2003, restructuring charges
related to continuing operations of $10.0 million were primarily
related to the sale of the Company's Honduras manufacturing
facility, the closure of distribution facilities in Canada, the
termination of the Company's third party distribution agreement
for the Secaucus, New Jersey operation, and the consolidation of
certain manufacturing operations in France.

For fiscal 2003, the loss from discontinued operations was $18.9
million, including $9.8 million of restructuring charges. The
fiscal 2003 discontinued operations include the items in (i)
through (iii) listed above.

For fiscal 2003, restructuring charges related to continuing
operations of $21.2 million were primarily related to the sale of
the Company's Honduras manufacturing facility, the closure of the
Company's facilities in Thomasville, Georgia and distribution
facilities in Canada, the termination of the Company's third party
distribution agreement for the Secaucus, New Jersey operation, and
the consolidation of certain manufacturing operations in France.

During the fourth quarter, the Company announced the sale of its
White Stag trademark to Wal-Mart. Proceeds from the sale of the
trademark were a $10.0 million payment received in December 2003
and a note receivable for an aggregate of $18.7 million (plus
interest) payable over the next three years. The Company will
continue to design the White Stag women's sportswear line through
at least 2006.

                    Subsequent Events

During the first quarter of fiscal 2004, the Company:

-- Completed the sale of its Honduras manufacturing facility;

-- Completed the sale of its San Luis, Mexico intimate apparel
   manufacturing operation, completing the move to a 100% sourced
   business model for the Company's North American intimate
   apparel businesses; and

-- Signed a preliminary agreement to license its Warner's brand in
   Europe.

          Use of EBITDA and Pro Forma Financial Information

The Company evaluates its operating results based on EBITDA, which
it defines as net income before interest expense, income taxes,
depreciation and amortization expense. The Company's pro forma
information, including pro forma EBITDA, gives effect to the
reorganization as if it had occurred at the beginning of fiscal
2002 and, as a result, has been adjusted to exclude the effects of
the Company's reorganization. Additionally, pro forma EBITDA
excludes the results of discontinued operations.

The Company is presenting EBITDA to enhance the reader's
understanding of its operating results. EBITDA is provided because
the Company believes it is an important measure of financial
performance commonly used to determine the value of companies and
to define standards for borrowing from institutional lenders.
During fiscal 2001 and 2002, the Company sold assets, wrote down
impaired assets, recorded an impairment charge related to the
adoption of SFAS 142 and ceased amortizing goodwill and certain
intangible assets that had been previously amortized. The Company
recorded adjustments to its fixed and intangible assets in
connection with its emergence from bankruptcy and the adoption of
fresh start accounting as of February 4, 2003. As a result,
depreciation and amortization expense, which is included in net
income (loss), has decreased significantly from the amounts
recorded in prior periods. Accordingly, the Company believes that
providing EBITDA makes it easier for investors and others to
evaluate the Company's results and to compare its operating
results from period to period. Disclosure of EBITDA also provides
investors and others with additional criteria used by the Company
in assessing its operating performance. EBITDA is used by the
Company (i) as a performance measure by which management evaluates
its operating performance and the operating performance of its
operating divisions, (ii) as a performance measure in
presentations to its Board of Directors and (iii) as a component
used in determining annual incentive bonus payments to certain of
its employees who participate in the Company's Incentive
Compensation Plan. In addition, the Company's senior secured
credit agreement and the indenture governing the Senior Notes
includes covenants that are based on and use EBITDA as a component
of the calculations. Accordingly, the Company believes that
information regarding EBITDA also provides useful information to
investors in evaluating its liquidity and long-term and short-term
debt.

EBITDA is a non-GAAP performance and liquidity measure and readers
should not construe EBITDA either as an alternative to net income
(loss), an indicator of the Company's operating performance, or an
alternative to cash flows from operating activities as a measure
of the Company's liquidity. The use of EBITDA has certain
limitations which readers should consider if using EBITDA to
evaluate the Company's financial performance or liquidity. EBITDA
does not include income tax or interest expense. Interest and
income tax expense have required significant uses of the Company's
cash in the past and will require the Company to expend
significant cash resources in the future. EBITDA also does not
include depreciation or amortization expense. Investors may
require an understanding of the Company's depreciation and
amortization expense to evaluate its operating results and
liquidity requirements. The Company compensates for these
limitations by evaluating its debt and interest service and its
capital expenditure requirements separately from its evaluation of
its operating performance and by using this non-GAAP financial
measure as a supplement to its GAAP results to provide a more
complete understanding of the factors and trends affecting its
business. The Company may calculate EBITDA differently than other
companies.

The Company has presented financial information on a pro forma
basis. The Company believes that the consummation of the Company's
plan of reorganization, the adoption of fresh start reporting and
the offering of Senior Notes are significant events and,
therefore, the presentation of pro forma financial information
giving effect to these events provides material information that
is useful to investors in comparing the Company's results with
prior and future periods.

                    About The Warnaco Group, Inc.

The Warnaco Group, Inc., headquartered in New York, is a leading
apparel company engaged in the business of designing, marketing
and selling intimate apparel, menswear, jeanswear, swimwear, men's
and women's sportswear and accessories under such owned and
licensed brands as Warner's, Olga, Lejaby, Body Nancy Ganz, JLO by
Jennifer Lopez lingerie, Chaps, Calvin Klein men's and women's
underwear, men's accessories, men's, women's, junior women's and
children's jeans and women's and juniors swimwear, Speedo men's,
women's and children's swimwear, sportswear and swimwear
accessories, Anne Cole Collection, Cole of California, Catalina
and Nautica swimwear.


WARP TECHNOLOGY: Recurring Losses Spur Going Concern Uncertainty
----------------------------------------------------------------
Warp Technology Holdings Inc. is an information technology company
that produces a series of application acceleration products that
improve the speed and efficiency of transactions and information
requests that are processed over the internet and intranet network
systems. The Company's GTEN suite of hardware and software
products and technologies are designed to accelerate network
applications, reduce network congestion, and reduce the cost of
expensive server deployments for enterprises engaged in high
volume network activities.

The Company has incurred recurring operating losses since its
inception, as of December 31, 2003, had an accumulated deficit of
approximately $33,872,000 and at December 31, 2003, had
insufficient capital to fund all of its obligations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's continuation as a going concern is dependent upon
receiving additional financing. The Company anticipates that
during its 2004 fiscal year it will need to raise at least
$6,000,000 to support its working capital needs and to continue to
execute the requirements of its business plan. In November 2003
the Company completed an offering of 2,647.78 shares of Series B
10% Cumulative Convertible Preferred Stock for approximately
$2,647,780. On September 30, 2003, the Company completed an
offering of 975,940 shares of its Series A 8% Cumulative
Convertible Preferred Stock (subsequently converted into Series B
10% Cumulative Convertible Preferred Stock) with gross proceeds to
the Company from the sale equaling $975,940. There can be no
assurance that the Company will have sufficient capital to support
its working capital needs through its 2004 fiscal year.

To date, the Company has financed its operations primarily through
the sale of equity securities and debt. As of December 31, 2003,
the Company had approximately $556,000 in cash. The Company has
never been profitable and expects to continue to incur operating
losses in the future. The Company will need to generate
significant revenues to achieve profitability and to be able to
continue to operate. The Company's consolidated financial
statements for June 30, 2003 had been prepared on the assumption
that the Company will continue as a going concern. The Company's
previous independent auditors issued their audit report for the
June 30, 2003 financial statements dated October 9, 2003 that
includes an explanatory paragraph stating that the Company's
recurring losses and accumulated deficit, among other things,
raise substantial doubt about the Company's ability to continue as
a going concern. The Company's historical sales have never been
sufficient to cover its expenses and it has been necessary to rely
upon financing from the sale of equity securities and debt to
sustain operations.

The Company's ultimate future capital requirements will depend on
many factors, including cash flow from operations, customer
acquisition, continued progress in research and development
programs, competing technological and market developments, and the
Company's ability to successfully market its products. The Company
has no firm commitments from any sources to provide additional
equity or debt financing. As such, there can be no assurance that
sufficient funds will be raised to finance the operations of the
Company through fiscal 2004. Moreover, any equity financing could
result in dilution to the existing shareholders and any debt
financing would result in higher interest expenses.


WEIRTON: Seeks Clearance to Assign Contracts to Successful Bidder
-----------------------------------------------------------------
In connection with the proposed sale of all of Weirton Steel's
assets, the Debtors seek the Court's authority to assume, assign
and sell the Assigned Contracts to the Successful Bidder.  The
Assigned Contracts that the Debtors anticipate will be assigned in
connection with the auction process are listed in the
Schedules of the Sale Agreement and classified as:

   -- Acquired Contracts,
   -- Information Technology, and
   -- Permits.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, tells the Court that there are no Cure Costs due in
connection with the Permits or Information Technology, except to
the extent that any of the Permits or Information Technology is
included in the list under Acquired Contracts.  In assuming the
Assigned Contracts, the Successful Bidder will cure defaults, if
any, as required by Section 365(b) of the Bankruptcy Code, and
will establish adequate assurance of future performance.  

The Debtors propose that the Successful Bidder will be required
to pay any Cure Cost five business days after the later of:

   -- the Closing Date of the Sale with respect to the
      assumption, assignment and sale of an Assigned Contract,
      including a Cure Cost, that is undisputed as of the Closing
      Date and for which the Contract Objection Deadline has
      expired as of the Closing Date; or

   -- the date on which the Cure Cost is resolved by final non-
      appealable order of the Bankruptcy Court, by expiration of
      the application Contract Objection Deadline without
      objection, by consent of the Successful Bidder and the non-
      Debtor party to the applicable Assigned Contract, or as
      otherwise mutually agreed by the Successful Bidder and non-
      Debtor party to the assigned Contract.

In addition, the Successful Bidder may remove or add contracts to
the list of Acquired Contracts.  The Successful Bidder will
provide one or more written notices to the Debtors at or prior to
the Closing identifying the Removed Contracts and the Additional
Acquired Contracts.

To assist in the assumption, assignment and sale of the Assigned
Contracts, the Debtors ask the Court to provide that anti-
assignment provisions contained within any Assigned Contract will
not restrict, limit or prohibit the assumption, assignment, and
sale of the Assigned Contracts and are deemed to be unenforceable
anti-assignment provisions within the meaning of Section 365(f)
of the Bankruptcy Code.

The Debtors propose to utilize these Contract Objection
Procedures:

   (a) All Contract Objections must include in the title of the
       pleading the name of the non-Debtor party to the
       applicable contract;

   (b) All Contract Objections must set forth the specific
       grounds for the objection, and include the details of any
       and all alleged defaults of the Debtors under the Assigned
       Contracts;

   (c) All Contract Objections must be filed with the Court and
       served on the Objection Notice Parties in each instance so
       as to be received on or before April 2, 2004; and

   (d) With respect to the Initial Assigned Contracts that are
       the subject of a Contract Objection, the Bankruptcy Court
       will conduct a hearing on April 8, 2004 at 1:30 p.m.
       (Weirton Bankruptcy News, Issue No. 21; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)  


WESTPOINT STEVENS: Gets Until May 28, 2004 to Decide on Leases
--------------------------------------------------------------
John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the WestPoint Stevens Debtors have reduced the
number of their Unexpired Leases from 82 to 63 since the Petition
Date.

Based on recent information, the Debtors found it necessary to
undertake a further review of their business plan, including an
examination of the costs and benefits of maintaining operations
at certain properties and factories, as well as making
determinations whether to continue operations at these centers.
While the Debtors anticipated that their business plan would be
completed by this time, changes in the market and new information
necessitated that additional analysis be done.  Mr. Rapisardi
contends that until the review is completed and decisions are
made with respect to ongoing operations, it is impossible for the
Debtors to make a final determination with respect to the
remaining Unexpired Leases.

At the Debtors' request, the Court extended the period within
which the Debtors may assume or reject their Unexpired Leases up
to and including May 28, 2004, without prejudice to their right
to seek additional extensions.

The Debtors maintain that the extension will maximize the value
of their estates and help them avoid incurring needless
administrative expenses by minimizing the likelihood of a
premature assumption of a burdensome lease or an inadvertent
rejection of a valuable lease. (WestPoint Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WORLDCOM: Parker & Waichman Files New Shareholder Claims
--------------------------------------------------------
Parker & Waichman, LLP and affiliated counsel --
http://www.worldcomstockfraud.com/-- have filed a new round of  
claims on behalf of current and former WorldCom (Pink Sheets:
WCOEQ, MCWEQ, MCIAV) and MCI shareholders.

Many of these current and former MCI and WorldCom shareholders
were not aware that shares of MCI WorldCom trading under the
symbols WCOEQ and MCWEQ will likely be cancelled when the company
emerges from bankruptcy. 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.comand  
http://www.worldcomemployeelawsuit.com/

Parker & Waichman and associated counsel are currently
representing thousands of current and former WorldCom/MCI
shareholders and employees who have opted out of the class action
lawsuit that was certified last year by Judge Denise Cote in the
Southern District of New York. Parker & Waichman's team has filed
claims against Salomon Smith Barney, now operating as Citigroup
Global Markets, a unit of Citigroup, Inc. (NYSE: C) on behalf of
MCI WorldCom investors. These individuals have been financially
injured by the fraudulent and inappropriate advice of Smith
Barney. Former Salomon Smith Barney analyst Jack Grubman has also
been named in the 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 entitled, "Notice of Class
Action." Parker & Waichman encourages shareholders to request a
free case evaluation before deciding to opt out of the class
action. Parker & Waichman is providing free case evaluations to
all current and former WorldCom and MCI shareholders and
employees. Parker & Waichman believes many shareholders may
benefit from opting out of the class action to pursue individual
claims.

For more information on Parker & Waichman, LLP visit
http://www.yourlawyer.com/or call 1-800-LAW-INFO. Current and  
former shareholders are also encouraged to visit
http://www.injurytalk.com/


* Chadbourne & Parke Welcomes Litigation Partner Alan Raylesberg
----------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP announced
that Alan I. Raylesberg, 53, has joined the Firm as a partner in
the litigation practice, resident in New York. Mr. Raylesberg
comes to Chadbourne from Vinson & Elkins in New York, where he was
a partner and head of the New York litigation practice. Before
that, Mr. Raylesberg was a partner at New York's Rosenman & Colin
for 17 years, where he was chairman of the litigation department.

"We are pleased to welcome Alan back to Chadbourne," said Charles
K. O'Neill, the Firm's Managing Partner. "He is a tremendous
litigator and his expertise will be of great value to the Firm --
especially our growing securities litigation and white collar
defense practice groups -- and our clients."

"I am thrilled to 'come home' to Chadbourne," said Mr. Raylesberg,
who began his legal career as a summer associate at Chadbourne in
1974. "The Firm's top-tier litigation practice offers the ideal
environment in which to continue to grow my practice."

"I wish it hadn't taken Alan 30 years to make the right decision,
but better late than never," said litigation partner Jerome C.
Katz, who was also in the summer associate class of 1974 and has
been with the Firm since graduating from law school. "Alan is one
of the best litigators around and a welcome addition to our team."
Chadbourne corporate partner Peter R. Kolyer was also a member of
that summer associate class.

Mr. Raylesberg has extensive experience in commercial litigation,
specializing in complex commercial cases with a particular
concentration in the securities litigation, financial services and
accountants' liability areas. He has represented numerous broker-
dealers, investment banks, hedge funds and accounting firms in
matters of all kinds, including securities fraud cases, class
actions and shareholder derivative suits.

Mr. Raylesberg also defends both individuals and entities in
regulatory proceedings before the Securities and Exchange
Commission, the New York Stock Exchange, the National Association
of Securities Dealers and the Commodities Futures Trading
Commission.

Active in bar associations and other legal organizations, Mr.
Raylesberg is a director of the Fund for Modern Courts, a past
director of the New York County Lawyers Association, a former
chair of that Association's Appellate Courts Committee, and a
former member of the New York State Bar Association's House of
Delegates. He also serves as a mediator for the New York State
Supreme Court's Commercial Division, where he has been a member of
an advisory panel to the Chief Administrative Judge. Mr.
Raylesberg is also an active member of the Securities Industry
Association Legal and Compliance Division and has been a speaker
on "Internal Investigations" at their annual conference.

Mr. Raylesberg received his B.A. from New York University and his
J.D., cum laude, from Boston University, where he was a member of
the Law Review.

               About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, corporate
finance, energy, telecommunications, commercial and products
liability litigation, securities litigation and regulatory
enforcement, white collar defense, intellectual property,
antitrust, domestic and international tax, reinsurance and
insurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, Kyiv, Warsaw
(through a Polish partnership), Beijing and a multinational
partnership, Chadbourne & Parke, in London. For additional
information, visit http://chadbourne.com/


* Capital One and Consumer Action Launch MoneyWi$e Web Site
-----------------------------------------------------------
As part of their national financial literacy partnership, Capital
One (NYSE: COF) and Consumer Action launched a new online
initiative offering consumers information and resources on
financial education and money management. Now, with the launch of
the MoneyWi$e website -- http://www.money-wise.org/-- consumers  
have a new way to access valuable resources online.

"Searching for unbiased information about credit and money
management can be difficult," said Ken McEldowney of Consumer
Action. "Together with Capital One, we've been able to create a
program that addresses financial literacy across both income and
language barriers. Through the MoneyWi$e program and our new Web
site, consumers can find information on an array of topics in
multiple languages."

The launch of the new MoneyWi$e website reinforces Capital One and
Consumer Action's joint investment in financial education. Diana
Don, Director of Financial Education at Capital One, noted, "The
partnership between Consumer Action and Capital One is a natural
fit. We are both committed to helping consumers understand their
rights and make better financial choices. By putting all the
information online, we've given consumers access to a one-stop
shop that will address their questions in an easy-to-follow
format."

MoneyWi$e is the first program of its kind to combine free,
multilingual financial education materials with community training
and seminars for consumers at all income levels. MoneyWi$e topics
include understanding and building good credit, basic money
management, banking basics, talking to teens about money, and
understanding the pros and cons of bankruptcy. Factsheets for each
topic are all on the website, as well as teaching tools for
community-based organizations interested in presenting the
information to their constituents.

                    About Capital One

Headquartered in McLean, Virginia, Capital One Financial
Corporation -- http://www.capitalone.com-- is a holding company  
whose principal subsidiaries, Capital One Bank and Capital One,
F.S.B., offer consumer lending products and Capital One Auto
Finance, Inc., which offers auto loan products. Capital One's
subsidiaries collectively had 47.0 million managed accounts and
$71.2 billion in managed loans outstanding as of December 31,
2003. Capital One, a Fortune 500 company, is one of the largest
providers of MasterCard and Visa credit cards in the world.
Capital One trades on the New York Stock Exchange under the symbol
"COF" and is included in the S&P 500 index.

                   About Consumer Action

Consumer Action is a non-profit, membership-based organization
founded in San Francisco in 1971. Consumer Action serves consumers
nationwide by advancing consumer rights, referring consumers to
complaint-handling agencies and publishing multilingual
educational materials. Consumer Action also advocates for
consumers in the media and before lawmakers and annually conducts
comparison surveys for consumers on credit cards, banking issues
and telecommunications issues.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***