TCR_Public/040311.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 11, 2004, Vol. 8, No. 50

                           Headlines

AEP INDUSTRIES: First Quarter 2004 Net Loss Narrows to $806,000
AFC ENTERPRISES: Releases Mid-Quarter Business Update For Q1 2004
AMKOR TECH: S&P Assigns B Rating to $250MM Sr. Unsecured Notes
AMKOR TECHNOLOGY: Prices $250 Million Senior Debt Offering
AMERCO: Inks Pact Resolving Interest Overpayment to JPMorgan

ANC RENTAL: Sues 227 Vendors for Return of Preferential Payments
ARCHIBALD CANDY: Creditors Panel Taps Trenwith to Co-Market Assets
ARGENT SECURITIES: Fitch Takes Rating Actions on 2004-W4 Notes
ARTISTDIRECT: Severs Professional Ties with KPMG LLP
ATLAS WELDING CO: Case Summary & 20 Largest Unsecured Creditors

AVITAR: Raises $1 Million in Second Closing of Private Placement
BESS EATON: First Creditors' Meeting Slated for March 22, 2004
BIONOVA HOLDING: Buying Stock Back at $0.09 per Share
BIOVAIL CORP: 2004 Revenue Guidance Spurs S&P's Negative Outlook
BIOVAIL CORP: Releases Comments on Rating Agencies' Outlooks

BOYDS COLLECTION: S&P Cuts Ratings Citing Heightened Business Risk
CALIFORNIA STEEL: S&P Rates $150M Series B Senior Notes at BB-
CENTURY THREE: Voluntary Chapter 11 Case Summary
CHESAPEAKE CORP: Increases Public Offering to 3.65 Million Shares
CORNING INC: S&P Assigns BB+ Rating to Proposed Sr. Unsec. Notes

CORNING INC: Obtains Fitch's BB Rating for $400M Sr. Unsec. Notes
COVANTA ENERGY: Court Confirms Ogden's Amended Liquidation Plan
CUMBERLAND: S&P Hatchets Counterparty Rating After Rehabilitation
DELTA FINANCIAL: Reports Income for 4th Quarter and FY 2003
DONLAR CORP: Wants Until March 26 to File Schedules & Statements

DUKE FUNDING: S&P Maintains Class D Notes Rating at BB
EAGLE FOOD: Richard Lehmann Highlights Bonds in Column
ECHOSTAR COMMUNICATIONS: Featured in Schaeffer's Street Chatter
ENRON: Werra Paper Compels Capital Unit to Pay $1M Obligation
EXIDE TECHNOLOGIES: Richard Lehmann Highlights Bonds in Column

FELCOR LODGING: Sells Four Hotels for $30 Million
FIRST UNION: Fitch Affirms 7 Note Ratings at Lower-B Level
FLEMING COS: Will Cancel Insurance Policies on Former Employees
FLEXPOINT SENSOR: John Sindt Continues to Head Reorganized Company
GLACIER FUNDING: S&P Assigns Prelim. BB- Preferred Stock Rating

GOLDENTREE: Fitch Upgrades Ratings for Six Note Classes
HOMEPORT HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
HOST MARRIOTT: Proposes $375 Million Senior Debt Offering
IMC HOME EQUITY: S&P Junks Rating on 1998-1 Class B Notes
INTERWAVE: Legal Counsel Investigates Ex-Employee's Allegations

JOEAUTO: Gets Court Nod to Hire Ordinary Course Professionals
KANSAS CITY: $150 Million Term Loan Facility Gets S&P's BB Rating
KEYSTONE CONSOLIDATED: U.S. Trustee Appoints Official Committee
KMART CORP: Wants Court to Reclassify 36 Florida Tax Claims
KOREA EXCHANGE BANK: Liquidates New York Branch

KOSA B.V.: S&P Revises Watch on Low-B Level Ratings to Negative
LAIDLAW INT'L: Second Quarter 2004 Conference Call is on April 7
LDM TECHNOLOGIES: S&P Withdraws Ratings after Plastech Purchase
LES BOUTIQUES SAN FRANCISCO: Brings-In Two New Directors
LOUDEYE: Strengthens Management Team With 2 Executive Appointments

LTV CORP: Court Clears Settlement Pact with Cuyahoga County, Ohio
MERIT SECURITIES: Fitch Affirms & Cuts Ratings on Series 13 Notes
MG ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
MGM MIRAGE: Proposed $300M Senior Debt Issue Gets S&P's BB+ Rating
MICRO COMPONENT: Receives $5 Million Financing from Laurus Funds

MIDWEST PHYSICIAN: Fitch Cuts Bond Rating to Speculative Grade
MIRANT CORP: Woos Court to Approve Texas Eastern Settlement Pact
NATIONAL BENEVOLENT: Has Until April 17 to File Schedules
NET PERCEPTIONS: Obsidian Urges Stockholders to Vote Against Plan
NEW CONSTRUCTION: Taps Gary & Goodman as Bankruptcy Counsel

NEWTOWN PROPERTIES: Case Summary & 18 Largest Unsecured Creditors
NHC COMMS: Second Quarter 2004 Results is Being Webcast Today
NORSKE SKOG: Gets S&P's BB Rating for $225MM Sr. Unsecured Notes
NORSKE SKOG: Proposes Private Placement Offering of Senior Notes
NORSKE SKOG: Commences Cash Tender Offer for 10% Senior Notes

ONEIDA: Reschedules Q4 & Year-End Earnings Release to March 17
OWENS CORNING: Pushing Court to Expunge 612 Asbestos Claims
PACIFIC GAS: Asks Court to Stretch Claims Objection Deadline
PACIFIC GAS: Secures Commitments for $2.9 Billion Financing
PANACO INCORPORATED: Richard Lehmann Highlights Bonds in Column

PARMALAT GROUP: US Units Seek to Continue Cash Management System
PARMALAT: US Units Get Okay to Maintain Existing Bank Accounts
PG&E NATIONAL: Files Third Amended Plan & Disclosure Statement
PILLOWTEX CORP: Auction for Non-Manufacturing Assets Continues
PLAYBOY: S&P Assigns Stable Outlook to Affirmed B Credit Rating

RADIANT: Plans to Borrow Additional $250K from Private Lenders
RCN: Sells Carmel, NY Cable System to Susquehanna Unit for $120M
SAFESCRIPT: Auditor Resigns & Withdraws June 2003 Report
SAFETY-KLEEN CORP: Proposes Post-Effective Date Notice Procedures
SEQUA CORPORATION: Reports Higher Results for 2003

SIERRA PACIFIC: Wants to Raise $300 Mil Through Private Offering
SPIEGEL GROUP: US Trustee Amends Unsecured Creditors' Committee
TEXAS INSTRUMENTS: Featured in Schaeffer's Street Chatter
TIMKEN: Increasing Steel Bar Prices Beginning April 5, 2004
TITAN CORP: S&P Revises Watch Following Justice Dept. Probe

US AIRWAYS: Settles & Reduces Ameriquest Claim to $2,625,000
U.S. STEEL: Issues Notice of Senior Notes' Redemption
VERESTAR: SkyTerra Communications Bidding for Assets on March 30
WEBLINK WIRELESS: Will the Real Stakeholders Please Stand Up?
WEIRTON STEEL: Wants to Set Up Asset Sale Bidding Procedures

WESTPOINT STEVENS: Gets Go-Signal to Reject Simmons Trademark Pact
WILSONS: Working with Banks to Amend Senior Credit Agreement
WINN-DIXIE: Featured in Schaeffer's Street Chatter
ZALE CORP: Richard Marcus to Succeed Robert DiNicola as Chairman

* Sullivan & Worcester Expands Tax and Litigation Practices

                           *********

AEP INDUSTRIES: First Quarter 2004 Net Loss Narrows to $806,000
---------------------------------------------------------------
AEP Industries Inc. (Nasdaq: AEPI) reported financial results for
its fiscal first quarter ended January 31, 2004.

Net sales increased 11.3 percent in the first quarter to
$188,894,000 compared with $169,772,000 in fiscal 2003. Excluding
$15,840,000 of positive impact of foreign exchange, worldwide net
sales increased $3,282,000 or 1.9 percent. The increase in net
sales was due to a 4.7 percent increase in unit prices partially
offset by a 2.7 percent decrease in sales volume.

Gross margin in the first quarter of 2004 improved to 17.3 percent
from 17.0 percent in the same period of 2003. The $3,741,000
improvement in gross profit in the 2004 period is largely due to
the above-mentioned positive impact of foreign exchange combined
with increased unit sales prices in the current period.

Operating expenses in the 2004 quarter increased $91,000 from the
same period of 2003. The increase in operating expenses includes
$1,945,000 of negative impact of foreign exchange effect partially
offset by the net cost reduction of $1,008,000 resulting from the
liquidation of FIAP.

Income from operations improved to $6,685,000 in the 2004 period
compared with $2,982,000 in the 2003 first quarter. This
improvement is primarily the result of the previously mentioned
increase in average sales prices. The net effect of the FIAP
liquidation between the periods was to increase 2004 income from
operations by $1,344,000.

For the 2004 first quarter the Company reported a net loss of
$806,000 or $0.10 per share, compared with a net loss of
$4,206,000 or $0.53 per share in last year's first quarter.

"We are very pleased to report that income from operations more
than doubled during the first quarter. What is noteworthy is that
this improvement took place in all of our geographic areas and
included the absorption of $362,000 of current period net charges
related to the continuing liquidation of the Company's FIAP
business in Italy," stated Brendan Barba, Chairman and Chief
Executive Officer of the Company.

"Although there continues to be excess production capacity
available to meet the needs of virtually all flexible packaging
markets, our raw material margins have improved for the fifth
consecutive quarter. Maintaining our position as the low cost
producer in all of our major markets continues to be the
cornerstone of our strategy. We will continue to make decisions
consistent with that strategy," concluded Mr. Barba.

AEP Industries Inc. (S&P, BB- Corporate Credit Rating, Negative
Outlook) manufactures, markets, and distributes an extensive range
of plastic packaging products for the food/beverage, industrial
and agricultural markets.  The Company has operations in ten
countries throughout North America, Europe and Australasia.


AFC ENTERPRISES: Releases Mid-Quarter Business Update For Q1 2004
-----------------------------------------------------------------
AFC Enterprises, Inc. (Ticker: AFCE), the franchisor and operator
of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced operating
performance results for the Company's fiscal period 1, which began
December 29, 2003 and ended January 25, 2004, and fiscal period 2,
which began January 26, 2004 and ended February 22, 2004.

                        Overall Performance

                Domestic Same-Store Sales Growth

The Company reported that blended domestic same-store sales growth
at its restaurants, bakeries and cafes were up 3.7 percent in
period 1 and up 3.1 percent in period 2 of 2004, compared to down
5.9 percent and down 6.9 percent for period 1 and period 2 of
2003. Periods 1 and 2 of 2004 represented AFC's most improved
blended domestic same-store sales performance since the first
quarter of 2002.

The Company's average check was up for all brands in both period 1
and period 2 of 2004, with Popeyes up 4.8 percent and 6.0 percent,
respectively, signifying its strongest improvement since the third
quarter of 2001. Church's average check was also up 4.4 percent
and 2.7 percent, respectively, and Cinnabon was up 5.9 percent and
4.9 percent, respectively.

Specific drivers that impacted same-store sales in periods 1 and 2
of 2004 included:

     - Popeyes continued to build strength in periods 1 and 2 by
       focusing on bone-in chicken and boneless strips with single
       user dinners and family bundles, as well as launching the
       new advertising campaign featuring "Thrillseekers Prefer
       Popeyes" in period 2.

     - Popeyes marketing focus continues to be on seafood,
       featuring products such as new Cajun King Shrimp, Popcorn
       Shrimp and Catfish to increase transactions and drive
       profitability at the unit level.

     - Church's showed significant improvements in its operational
       excellence initiative that critically evaluates each
       restaurant on the six key measures of product quality,
       product availability, order accuracy, speed of service,
       guest hospitality, and restaurant cleanliness.

     - Church's promotional efforts included a Krispy Tender
       Strips combo and a MCI phone card promotion with the
       purchase of six pieces or more.

     - Cinnabon offered a combo promotion, which bundled a
       beverage with the classic Cinnabon, Cinnapoppers, or
       Cinnasticks.

"We are extremely pleased with our operational performance for the
first two periods of 2004. Church's period 1 results represented
the best period performance since the first quarter of 1997 and
Cinnabon had the strongest period performance since the first
quarter of 2001. Popeyes continued to improve with period 2
recording the best results since the second quarter of 2002,"
commented Dick Holbrook, President and COO of AFC Enterprises.

               Unit Openings and Unit Count

The AFC system opened 33 restaurants, bakeries and cafes during
period 1 and period 2 of 2004, compared to 43 total system-wide
openings during the same periods in 2003. On a system-wide basis,
AFC had 4,091 units at the end of period 2 of 2004. The
composition of units at the end of period 2 of 2004 consisted of
3,133 domestic units and 958 in 36 foreign countries and Puerto
Rico. This total unit count represented 435 Company owned and
3,656 franchised restaurants, bakeries and cafes.

                         Commitments

As previously stated, the Company remains unable to participate in
certain domestic franchise sales related activities until the
filing of the 2004 franchise offering circulars and renewed state
franchise registrations. On a system-wide basis, 6 new commitments
for future development were signed during the first two periods of
2004, which comprised of 4 from Popeyes and 2 from Church's. As of
February 22, 2004, AFC had a total of 2,144 outstanding
commitments for future development.

                Other Key Business Matters

             Status of 2003 Regulatory Filings

AFC does not expect to file its Form 10-K for 2003 by the new
accelerated SEC filing timeline of March 12, 2004 due to having
just recently completed its Form 10-K for 2002 and restated
financial statements for 2000 and 2001. AFC is working diligently
to complete the audit and file its Annual Report on Form 10-K for
2003 in March of this year. The Company will file its Form 10-Q
for each of the first three quarters of 2003 subsequent to the
filing of its Form 10-K for 2003. Upon completion and filing of
such statements, AFC intends to begin the Nasdaq listing
application process.

                    Outstanding Debt

AFC's outstanding debt under its credit facility agreement, net of
investments, at the end of period 2 of 2004 was approximately $119
million versus $126 million at the end of 2003.

                    Corporate Profile

AFC Enterprises, Inc. is the franchisor and operator of 4,091
restaurants, bakeries and cafes as of February 22, 2004, in the
United States, Puerto Rico and 36 foreign countries under the
brand names Popeyes(R) Chicken & Biscuits, Church's Chicken(TM)
and Cinnabon(R), and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally. AFC's primary
objective is to be the world's Franchisor of Choice(R) by offering
investment opportunities in highly recognizable brands and
exceptional franchisee support systems and services. AFC
Enterprises can be found on the World Wide Web at www.afce.com .

                         *    *    *

               Credit Facility and Current Ratings

The Company's outstanding debt under its credit facility
agreement, net of investments, at the end of Period 9 of 2003 was
approximately $125 million, down from approximately $218 million
at the end of 2002 as a result of cash generated from ongoing
operations and the sale of its Seattle Coffee Company subsidiary.
On August 25, 2003, Standard & Poor's Ratings Services raised  
the Company's senior secured bank loan ratings to 'B' from
'CCC+'.  S&P's single-B rating means the obligation is vulnerable
to nonpayment but the obligor currently has the capacity to meet
its financial commitment on the obligation.  Adverse business,
financial, or economic conditions, S&P explains, will likely
impair the obligors capacity or willingness to meet its financial
commitment on the obligation.  Additionally, on August 28, 2003,
Moody's Investor Service lowered the Company's secured credit
facility rating from Ba2 to B1.  A single-B rating from Moody's
indicates that assurance of interest and principal payments or
maintenance of other terms of the contract over any long period of
time may be small.


AMKOR TECH: S&P Assigns B Rating to $250MM Sr. Unsecured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Amkor Technolgy Inc.'s $250 million senior unsecured notes due
2014 and affirmed its 'B' corporate credit on the company and its
other ratings. West Chester, Pa.-based Amkor is expected to use
the proceeds of the notes issue in part to repay its $170
million term loan and to bolster cash balances. The outlook is
stable.

"Although improvements in operating profits should improve
debt-protection measures, debt balances are expected to remain
high as Amkor implements its capital spending program in 2004,"
said Standard & Poor's credit analyst Emile Courtney. "However,
sustained improvements in operating profitability, combined with
reduced debt balances and adequate liquidity, could result in a
positive outlook over the intermediate-term."

Amkor is the leading independent provider of outsourced packaging
and testing services to semiconductor makers. Total lease-adjusted
debt, pro forma for the notes issue, was about $1.8 billion at
December 2003.

The semiconductor industry recovery has led to increasing capacity
utilization in Amkor facilities, as well as a rationalized pricing
environment in line with historical industry norms. As a result,
Amkor has increased its EBITDA profitability, and total debt-to-
EBITDA, pro forma for the new notes issue, was 5.3x at December
2003.

Amkor is expected to increase its capital-spending program in 2004
up to $500 million in total. Amkor is increasing its spending to
fund new advanced packaging customer programs and increase
capacity ahead of internal demand forecasts.

"We expect Amkor to fund its spending program through a
combination of operating cash flow and cash balances. As a result,
Amkor is not expected to materially reduce debt balances over the
near term."

Standard & Poor's view of the long-term outsourcing trend in
semiconductor packaging remains positive.


AMKOR TECHNOLOGY: Prices $250 Million Senior Debt Offering
----------------------------------------------------------
Amkor Technology, Inc. (Nasdaq: AMKR) has priced an offering of
$250 million of its senior unsecured notes.  The notes will mature
on March 15, 2011 and have a coupon rate of 7 1/8% annually.

Amkor intends to use the net proceeds of the issuance to repay
amounts outstanding under its senior secured credit facility and
for general corporate purposes, including capital expenditures.

The notes are being sold to qualified institutional buyers in
reliance on Rule 144A and outside the United States in compliance
with Regulation S under the Securities Act of 1933.  The notes
have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and applicable state securities laws.

Amkor Technology, Inc. (S&P, B Corporate Credit and Senior Debt
Ratings, Stable) is the world's largest provider of contract
semiconductor assembly and test services.  The company offers
semiconductor companies and electronics OEMs a complete set of
microelectronic design and manufacturing services.  More
information on Amkor is available from the company's SEC filings
and on Amkor's Web site: http://www.amkor.com/


AMERCO: Inks Pact Resolving Interest Overpayment to JPMorgan
------------------------------------------------------------
The AMERCO Debtors' First Amended Joint Plan of Reorganization
provides for, among other things, full satisfaction of JPMorgan
Chase Bank's claims against the Debtors, and for the payment of
postpetition interest on those claims at the non-default,
contract rate of interest.

After the Debtors filed the Plan, it was discovered that the
Debtors had inadvertently paid JPMorgan interest at the default
rate, as opposed to the contract rate, since the Amerco Petition
Date.  The total amount of interest paid to JPMorgan through
January 2004 in excess of the contract rate is $2,009,994.  The
Debtors and JPMorgan acknowledge and agree that the Overpayment
was made to JPMorgan in error and should be refunded to the
Debtors' estates.  Amerco has not paid any interest to JPMorgan
for any date after January 31, 2004.

The amount of interest owed for February 2004 is $671,554.  The
amount of interest owing on and after February 29, 2004 --
assuming the Plan Effective Date occurs before the end of March,
as currently contemplated -- is $23,157 per day.

Accordingly, the Debtors and JPMorgan stipulate and agree that
the estate's error in making the Overpayment will be corrected by
reducing the cash distributions to be made to JPMorgan under
Section 5.1(a) of the Plan by $1,338,441 minus $23,157 for each
day beginning and including February 29, 2004 until the Plan
Effective Date.

Judge Zive approves the parties' Stipulation. (AMERCO Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ANC RENTAL: Sues 227 Vendors for Return of Preferential Payments
----------------------------------------------------------------
The ANC Rental Corporation Debtors seek to recover $4,396,863 paid
to 227 vendors during the 90-day period before the Petition Date.  
The Debtors assert that the payments were preferential in nature
and are avoidable pursuant to Section 550(a) of the Bankruptcy
Code.

The Debtors ask Judge Walrath to:

   -- direct the 227 Vendors to return the transfers, plus
      interest and costs; and

   -- pursuant to Section 502(d) of the Bankruptcy Code,
      disallow any claim filed by the 227 Vendors against them
      until the Vendors pay in full the amount owed.

The Vendors are:

   Vendors                                   Amount of Transfer
   -------                                   ------------------
   A & M Body Shop, Inc.                                $29,376
   A Plus Auto Body & Paint Inc.                         22,609
   A R C LTDA                                            16,964
   AAA Club of SCA                                        7,935
   AAA Interins Exchange                                 12,375
   AAA Quality Guaranteed Glass Co.                      12,375
   AAA Tank Testers, Inc.                                18,939
   Abba Auto Center, Inc.                                 9,074
   ABM Coach Craft Auto Body                              9,150
   AC Delco                                              25,604
   ADP Claims Solutions Group, Inc.                      20,346
   Advance Auto Works                                    32,059
   Advance Rehab Center                                   8,625
   Advanced Lighting Services, Inc.                      21,318
   Advanstar Communications, Inc.                        10,070
   AFS Auto Body Repair                                   7,969
   AH the Gratefull Dent                                  8,760
   Airport Auto Body, Inc.                               54,231
   All Florida Car Wash Service, Inc.                    13,737
   All Star Staffing, Inc.                               26,683
   Allied Security, Inc.                                 16,743
   Alpine Auto Body Corp.                                 8,267
   Altres, Inc.                                          13,351
   America Auto Collision, Inc.                          20,167
   American Autoplex Collision Center                     9,612
   American Import Car Care Center                        9,334
   American South Central, Inc.                          16,133
   Americas Autoworks Corp.                              16,002
   Amoco Oil Company                                     13,029
   Anderson Dent Company, Inc.                           12,980
   Andrew General Contractor, Inc.                      291,109
   Aopa Pilot                                             8,084
   APR Construction Management                           17,277
   Architect Jeff Falkanger & Associates, Inc.           43,594
   ARI Investigations                                     8,400
   Arizona Boyz Towing and Transport LLC                 30,161
   Artistic Touch Auto Body                               9,504
   Artmax Building Maintenance                           25,829
   Arts Auto Body Shop, Inc.                             33,414
   ASAP Towing, Inc.                                      9,965
   Audubon Physical Medicine & Rehabilitation P.C.        8,534
   Auto Body of Lynn, Inc.                               11,154
   Auto Dynamics, Inc.                                   16,930
   Auto Grooming Hawaii                                   9,318
   Auto Quest West Collision and Frame, Inc.             23,517
   Auto Recovery                                         26,397
   Auto Specialists, Inc.                                16,240
   Automotive Networks, Inc.                             27,185
   Automotive Systems, Inc.                               9,570
   Autowash Systems, Inc.                                21,120
   Azady Shuttle Service                                 67,338
   B & B Transport LLC                                   19,820
   B & C Towing, Inc.                                     7,945
   B & R Auto Collision                                  13,479
   Barbara & Lorimier Warren                             35,000
   Beattie Padovano LLC                                  13,405
   Bill Black                                             8,191
   Brady Chiropractic                                     9,874
   CAC Body Shop                                          9,099
   Cahners Travel Group                                  42,318
   Cals Towing                                           11,695
   Capstar Radio Operating Co.                            8,999
   Car Place, Inc.                                       12,325
   Car Tow, Inc.                                         17,542
   Cardiam Inc.                                          14,729
   Care Plus Injury Rehabilitation Center, Inc.          15,025
   Carrillos Towing                                       7,906
   Carnica, Inc.                                         18,890
   Carr Engineering, Inc.                                22,607
   Cavender Buick                                        23,142
   Central Florida Wash Systems, Inc.                    27,279
   Certified Medical Consultants, Inc.                   16,965
   Chans Auto Body Shop, Inc.                            29,095
   Crystal Springs Water Co.                             12,178
   D & You Auto Body                                      8,849
   D and P Autoworks                                      7,904
   Danshoe Auto Detailing                                 8,646
   David Brotman DC                                       9,057
   David Jones Plumbing, Inc.                             7,778
   Davis Towing, Inc.                                    15,395
   Daytona Auto Body Shop                                 9,774
   Del Amo Dodge, Inc.                                   25,192
   Delivered Oil Change Service, Inc.                    18,468
   Delray Medical Center                                 10,000
   Dempseys Auto Body                                     8,694
   Dentpro of Maricopa, Inc.                             15,365
   Dents & Colors Express                                42,280
   Der Reisebuero                                       190,306
   Desert Rose Collision Specialists, Inc.               11,815
   Destination America, Inc.                             17,142
   Direct Towing, Inc.                                   14,554
   DLG Carriers Inc.                                     19,637
   Don Drennen Motor Company                             16,902
   Don Massey Cadillac, Inc.                             70,970
   Doxon Toyota                                           8,430
   Doyne, Inc.                                           14,399
   Dunning Motors, Inc.                                  15,285
   Dutton Brock Macintyre & Collier Trust                16,500
   Express Employment Corp.                              18,212
   G & K Services                                         9,545
   G & S Car Movers, Inc.                                21,564
   G C Auto Transport                                     8,495
   GAB Robins North America, Inc.                        32,726
   Gaby Paint & Body Shop                                 8,649
   General Tire Inc.                                     48,579
   Gilmore Associates, Inc.                               8,084
   Glass Magnum                                           7,542
   Glen Grant Chevrolet, Inc.                            35,989
   Golden Gate Bridge Fas Trak                            8,714
   Goto.com, Inc.                                        10,241
   Gravesend Neurology                                    7,981
   Great Rigs, Inc.                                       9,956
   Guaranteed Protection Services                         7,807
   Guide One Insurance                                   40,705
   H & M Auto Body                                       29,892
   H2 Enterprises, Inc.                                   7,956
   Hadley Auto Transport                                  8,040
   Haga Auto Body Shop                                   19,203
   Hangar Auto Rebuild                                    8,266
   Interior Repair Specialists, Inc.                      9,085
   Interplan Architecture, Inc.                           8,247
   Interstate 24 Hour Towing & Recovery                   7,672
   Inwood Hill Medical PC                                11,750
   Ionics Ultrapure Water                                 7,674
   IRA/Buick/Pontiac                                      8,108
   J & A Mechanical, Inc.                                12,668
   J & S Autobody, Inc.                                  44,564
   Lafontaine Toyota                                      7,687
   Landmark Chevrolet, Inc.                              42,351
   Larry Roesch Mitsubishi                               22,651
   Larry's Garage & Towing, Inc.                         32,355
   LD Lind Limited                                       29,770
   Le Chateau Bodyshop, Inc.                             19,640
   N & D Auto, Inc.                                       8,720
   N & D Auto, Inc.                                       7,778
   Nab Towing & Recovery                                 96,963
   Nacco Windshield Repair SW, Inc.                       7,670
   Nacco Windshield Repair SW, Inc.                      12,120
   Nams Auto Body, Inc.                                  10,506
   NCO Financial Nationwide, Inc.                        14,191
   New Age Staffing, Inc.                                30,117
   New Concepts Paint and Body Shop, Inc.                 8,469
   New Image Body Works                                  10,865
   New York Body Shop, Inc.                               8,887
   Noblestown Auto Sales, Inc.                           32,669
   Noblestown Auto Sales, Inc.                           13,957
   Norms Auto Delivery Service                           26,921
   North Broad Auto Center, Inc.                         14,420
   North Central Collision Repair, Inc.                  17,593
   Northside Transportation Service                      12,150
   Northwest Chevrolet, Inc.                              8,315
   Northwest Southwest Auto, Inc.                        11,000
   Novaks Collision Center, Inc.                         10,166
   Novus                                                  8,478
   Oak Park Isuzu/Suzuki                                 23,074
   Oasis Environmental, Inc.                             12,990
   On Time Environmental Services, Inc.                  29,543
   ORHS, Inc.                                            13,649
   Ourismans Rockmont Chevy, Inc.                        38,660
   Pacific Auto Body, Inc.                               27,024
   Pacific Escapes, Inc.                                 48,532
   Paintless Dent Removal                                 8,742
   Panrotas International, Inc.                          14,012
   Paradise Auto Body, Inc.                              26,767
   Parker Transport                                      11,705
   Patterson Press, Inc.                                 15,686
   Pelican Service and Collision                         10,728
   Penn Credit Corporation                                8,975
   Perfection Collision Center, Inc.                     13,210
   Perkins and Son Paint & Bodyshop, Inc.                13,232
   Petroleum Resources, Inc.                             11,917
   Plymouth Mitsubishi                                   10,977
   Portland Auto Auction, Inc.                           33,334
   Precision Auto Body Paint                             27,936
   Preferred Labor LLC                                   15,970
   Premier Auto Body and Paint, Inc.                     11,383
   Premier Auto Works of Pinellas, Inc.                   7,727
   Premier Holidays Limited Travel                       24,375
   Preventative Security Corp.                           17,696
   Primary Medical Care, Inc.                             9,685
   Pro Action Performance Auto Body                      22,213
   Pro Collision Center                                  17,933
   Prospect Auto Body                                    13,464
   Putnam Toyota                                         17,092
   Pyramid Auto Body                                     10,583
   Quality Mitsubishi Inc.                               14,682
   Quality Mobile Service                                12,640
   Quality Windshield Repair                              7,590
   Quealy Towing, Inc.                                   18,925
   R & R Body Shop, Inc.                                  7,634
   Rays Drive Service, Inc.                              13,173
   Reflection Paint & Body                               13,943
   Remed Inc. Medical                                    11,147
   Rite Now Mobile Detailing, Inc.                       34,815
   Riverside Collision Center                             8,965
   Robke Chevrolet Co.                                    9,627
   Rockman Security Services                             27,343
   Roepnack Corporation                                  13,778
   Roseville Chrysler Plymouth, Inc.                     12,823
   RSD Enterprises                                       10,709
   RTS Services, Inc.                                    28,137
   S & M Collision Center LLC                            11,929
   Sales Force.Com Inc.                                  10,560
   Sams Towing & Transport, Inc.                         17,736
   Sams Travel Club                                      10,340
   San Diego Dodge                                       11,028
   Santa Monica Mitsubishi, Inc.                          8,182
   Tire Country Towing Div                               10,318
   Titan Security, Inc.                                  12,536
   Toms Auto Body                                         9,062
   Tonys Collision Center, Inc.                          12,162
   Toth Buick Isuzu                                       8,348
   Toyota of Glen Burnie                                  8,326
   Travel 800 LLC                                        17,290
   Travel Industry Association of America                10,625
   Travelbus, Inc.                                       16,283
   Trif for Welfare Prem Paym                            25,930
   Tuckers Enterprises, Inc.                              8,325
   Turbo City Auto Body, Inc.                             8,121
   TWA                                                   38,577
   Ultimate Auto Collision Repair LLC                    13,255
   Unibodytech, Inc.                                     11,219
   Universal Auto Body, Inc.                              9,046
   Valet Lube RGV                                        26,013
   Vallop, Inc.                                           9,274
   Verizon Communications, Inc.                           7,772
   Victory Auto Body Shop                                10,932
   Vintage Autobody Works, Inc.                          24,312
   Virgils Auto & Wrecker                                20,987
                                                   ------------
                                                     $4,396,863

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)


ARCHIBALD CANDY: Creditors Panel Taps Trenwith to Co-Market Assets
------------------------------------------------------------------
Trenwith Securities LLC, a leading middle market investment bank
and BDO Seidman, LLP affiliated company, has been retained,
subject to Bankruptcy court approval, by the Official Committee of
Unsecured Creditors of Archibald Candy Corporation as its
exclusive investment banker to co-market the assets of Archibald
Candy pursuant to an auction process in accordance with section
363 of the U.S. Bankruptcy Code. Interested parties are required
to submit bid proposals for the intellectual property and/or real
estate assets by Tuesday, March 30, 2004 with the Sale Auction
scheduled for Thursday, April 1, 2004 in Chicago, Illinois.

"Founded in 1921 and headquartered in Chicago, Illinois, Archibald
Candy is a prominent manufacturer and marketer of quality boxed
chocolates and other confectionary items under the Fannie May,
Fanny Farmer and Laura Secord brands," said Rick Chance, Managing
Director at Trenwith Securities. "These assets should be
particularly attractive to existing competitors seeking to expand
the breadth of their product offerings and market share, food
companies in related industry segments with a desire to enter the
candies and confections marketplace, and non-food companies in the
direct sales, corporate gift or mail order industries that could
leverage the Company's extensive sales channels and excellent
brand equity."

An acquisition of Archibald's assets will afford the winning
bidder a number of significant benefits, including:

-- Ability to leverage the recognition and reputation of Fannie
   May and Fanny Farmer, Archibald's 83 year old brand names.

-- Ownership of the company's numerous proprietary candy recipes.

-- 31 company-owned U.S. stores, and select equipment and
   machinery.

-- Access to a network of 8,000 third-party retail outlets across
   the country.

-- A variety of established non-retail sales programs, including
   mail order, corporate gift, and fundraising programs.

-- Ability to create value through increased operational
   efficiencies and potential cross-selling of other related
   products.

For additional information on participation in the Archibald Candy
auction process, please contact Rick Chance, Managing Director at
Trenwith Securities (714) 668-7364 or visit Trenwith Securities on
the Web at http://www.trenwith.com/


ARGENT SECURITIES: Fitch Takes Rating Actions on 2004-W4 Notes
--------------------------------------------------------------
Argent Securities Inc.'s asset-backed pass-through certificates,
series 2004-W4, are rated by Fitch as follows:

        --$463.3 million class A 'AAA';
        --$7.5 million class M-1 'BBB+';
        --$5 million class M-2 'BBB';
        --$6.3 million class M-3 'BBB-';
        --$5.8 million class M-4 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 4.90% subordination provided by classes M-1, M-2, M-
3, M-4, monthly excess interest, and initial overcollateralization
(OC) of 2.45%. In addition, the class A certificates have the
benefit of a certificate guaranty insurance policy issued by XL
Capital Assurance Inc. (XL Capital), whose insurer financial
strength is rated 'AAA' by Fitch. Credit enhancement for the
'BBB+' rated class M-1 certificates reflects the 3.40%
subordination provided by classes M-2, M-3, M-4, monthly excess
interest and initial OC. Credit enhancement for the 'BBB' rated
class M-2 certificates reflects the 2.40% subordination provided
by classes M-3, M-4, monthly excess interest and initial OC.
Credit enhancement for the 'BBB-' rated class M-3 certificates
reflects the 1.15% subordination provided by class M-4, monthly
excess interest and initial OC. Credit enhancement for the 'BB+'
rated class M-4 certificates reflects the monthly excess interest
and initial OC. In addition, the ratings reflect the integrity of
the transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as master servicer. Deutsche Bank
National Trust Company will act as trustee.

The mortgage pool consists of closed-end, first-lien subprime
mortgage loans that may or may not conform to Freddie Mac and
Fannie Mae loan limits. As of the cut-off date (March 1, 2004),
the mortgage loans have an aggregate balance of $500,000,053. The
weighted average loan rate is approximately 7.15%. The weighted
average remaining term to maturity (WAM) is 354 months. The
average cut-off date principal balance of the mortgage loans is
approximately $180,115. The weighted average original loan-to-
value ratio (OLTV) is 85.37% and the weighted average Fair, Isaac
& Co. (FICO) score was 622. The properties are primarily located
in California (26.82%), Florida (10.33%) and New York (9.94%).

Approximately 95.07% of the loans were originated or acquired by
Argent Mortgage Company, LLC (Argent), and 4.93% of the loans were
originated or acquired by Olympus Mortgage Company. Both mortgage
companies are subsidiaries of Ameriquest Mortgage Company, which
is a specialty finance company engaged in the business of
originating, purchasing, and selling retail and wholesale subprime
mortgage loans. Both Argent and Olympus focus primarily on
wholesale subprime mortgage loans.


ARTISTDIRECT: Severs Professional Ties with KPMG LLP
----------------------------------------------------
Effective February 6, 2004, ARTISTdirect, Inc., a Delaware
corporation, dismissed KMPG LLP as its independent accountant. The
dismissal of KPMG was recommended by the Company's Audit Committee
and approved by the Company's Board of Directors.

KPMG's report, dated February 14, 2003, for the years ended
December 31, 2002 and 2001 contained an explanatory paragraph
stating that "the Company has incurred substantial operating
losses and negative cash flows from operations to date and has
funding commitments related to its record label joint venture. The
Company needs additional capital to fund its operations and the
operations of the record label joint venture. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern."

The company offers MP3 downloads, music video, chat, merchandise
and CDs, concert tickets, news, and auctions.


ATLAS WELDING CO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atlas Welding Company, Inc.
        1300 North Nova Road
        Daytona Beach, Florida 32117-4099

Bankruptcy Case No.: 04-01361

Chapter 11 Petition Date: February 11, 2004

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsels: Robert N. Reynolds, Esq.
                   Robert N. Reynolds PA
                   1881 Lee Road
                   Winter Park, FL 32789

                   Ronald Cutler, Esq.
                   Ronald Cutler PA
                   1172 Pelican Bay Drive
                   Daytona Beach, FL 32119
                   Tel: 386-788-4480

Total Assets: $1,523,500

Total Debts:  $3,603,391

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Temecula Valley Bank, N.A.    Mortgage                  $997,694
c/o Joseph L. Schneider, PA
1720 Harrison St., Ste 1820
Hollywood, FL 33020

PREUSSAG International Steel                            $365,909
Corp. dba INFRA Metals
Company
c/o Larry Segall, Esq.
3321 Henderson Blvd.
Tampa, FL 33601

Namasco                                                 $211,414

Canam Steel Corporation                                 $163,053

Airgas South                                            $118,000

Bridgefield Employers                                   $112,082
Insurance Company

Sun Trust Bank                                          $102,265

Chatham Steel Corporation                               $100,838

Florida Health Care Plan                                 $54,073

America Metals Supply, Inc.                              $44,410

Dick Smith                                               $36,709

Imperial A.I. Credit                                     $32,817
Companies

United Rentals                                           $29,399

Daytona Bolt & Nut Company                               $28,342

Ringhaver Equipment                                      $26,387

Orlando Bolt & Screw                                     $26,045

Citgo Petroleum Corporation                              $25,743

Southern Paint & Supply Co.                              $24,224

Corbett Cranes, Inc.                                     $21,044

Volvo Rents                                              $19,607


AVITAR: Raises $1 Million in Second Closing of Private Placement
----------------------------------------------------------------
Avitar, Inc. (Amex: AVR - News) announced that gross proceeds of
$1,000,000 were raised in the second closing of the private
placement entered into on September 30, 2003.  In the second
closing, which was completed on March 8, 2004, Avitar issued
additional convertible preferred stock and warrants.

Previously, Avitar raised $1,000,000 gross proceeds in the first
closing held on September 30, 2003.  On February 27, 2004, Avitar
received shareholder approval for both transactions at a Special
Meeting of Shareholders. All of the above securities have been
placed with one investor.

The securities sold in the second closing of the private placement
were 1000 shares of 6% Convertible Preferred Stock, with Warrants
to purchase Common Stock. The $1,000,000 of Preferred Stock is
convertible into Common Stock at $0.216 per share, subject to
adjustments, and the Warrants are exercisable at $0.135 per share.

Peter P. Phildius, Chairman and CEO commented, "this closing
represents the next step in our capital funding plan which will
allow us to begin to invest in the resources necessary to take
advantage of the business opportunity which our Oral Screen
products offers.  In anticipation of this, as previously
announced, we have already hired a V.P. of Marketing and will be
filling other key positions to help facilitate our growth".

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

                      *     *     *

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


BESS EATON: First Creditors' Meeting Slated for March 22, 2004
--------------------------------------------------------------
The United States Trustee will convene a meeting of Bess Eaton
Donut Flour Company Incorporated's creditors at 10:00 a.m., on
March 22, 2004 in Room 915 at 10 Dorrane Street, Providence, Rhode
Island 02903.  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 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.


BIONOVA HOLDING: Buying Stock Back at $0.09 per Share
-----------------------------------------------------
Bionova Holding Corporation (Pink Sheets: BVAH) has mailed to its
stockholders a Transaction Statement relating to the previously
announced financial restructuring that will result in Bionova
Holding becoming a private company. As part of the Transaction,
Bionova Holding will be merged with an affiliate and the public
stockholders will be paid $0.09 for each share they hold of
Bionova Holding's common stock.

Bionova Holding and its parent company, Savia, S.A. de C.V., have
filed an amended Transaction Statement on Schedule 13E-3 with the
Securities and Exchange Commission and expect to complete the
Transaction on March 29, 2004.

The completion of the Transaction is subject to the following
conditions: the absence of any threatened or pending litigation or
other legal action relating to the Transaction; neither Bionova
Holding nor Savia incurring significant expenses associated with
the Transaction, other than approximately $650,000 of professional
fees and other expenses that Bionova Holding contemplates will be
incurred by the parties in connection with the preparation and
dissemination of the Schedule 13E-3 and Transaction Statement and
the closing of the Transaction in an efficient and prompt manner;
the fairness opinion of AgriCapital Securities Inc., Bionova
Holding's independent financial advisor, not being withdrawn prior
to the consummation of the Transaction; not more than 10% of the
unaffiliated stockholders electing to exercise their statutory
dissenters' rights in connection with, and prior to the
effectiveness of, the merger; the absence of any law or order or
other event preventing the Transaction; and other conditions
described in the Transaction Statement.

                         *   *   *

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

"As a result of the Company's operating losses during the past six
years and its current financial structure, there continues to be
substantial doubt about the Company's ability to continue as a
going concern.  Management has been and is continuing to address
the Company's financial condition by selling non-core assets of
the fresh produce business, and by selling and licensing its
intellectual property.  Bionova Holding completed a license of its
Transwitch technology during the second quarter, sold its TAP
subsidiary in Mexico and received proceeds on this sale during the
second and third quarters, and sold land in California during the
third quarter.  During this first week of December 2003, the
Company's Mexican farming subsidiary, Agrobionova, S.A. de C.V.
sold a subsidiary company which generated $0.8 million in cash
proceeds, after expenses.  The Company expects to use this cash to
pay overhead and other business expenses over the next few months.  
The Company also must find a solution to the $101.5 million of
debt plus the interest accruing in 2003 that is due to Savia and
its subsidiaries during 2003.  There can be no assurance that
these actions will result in sufficient working capital to
significantly improve the Company's current financial position or
its results of operations nor can there be any assurance the
Company will be able to meet its obligations in 2003 nor secure
funds to take it beyond the 2003 calendar year.  This raises
substantial doubt about the Company's ability to continue as a
going concern."

At September 30, 2003, Bionova Holding Corporation's balance sheet
shows a total stockholders' deficit of $46,820,000.


BIOVAIL CORP: 2004 Revenue Guidance Spurs S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
pharmaceutical company Biovail Corp. to negative from stable. At
the same time, the ratings on Mississauga, Ontario-based Biovail,
including the 'BB+' long-term corporate credit rating, were
affirmed. The action is in response to the company's lower 2004
earnings guidance.

The ratings on Biovail Corp. reflect the unclear direction of
future earnings, in addition to the risks inherent in the
company's growth strategy, which include managing and financing
the manufacture, distribution, and marketing of an expanding
product portfolio. These factors are partially offset by the
promise of strong revenue growth from recently launched Wellbutrin
XL and Cardizem LA and by the company's recent statement that it
will be increasing transparency and disclosure, adopting more
conservative financial reporting, and increasing focus on
organic growth.

"The negative outlook reflects Standard & Poor's expectation,
notwithstanding the positive launch of Wellbutrin XL, that the
lower revenue guidance and the execution risks inherent in
Biovail's business strategy could affect the company's credit
protection measures," said Standard & Poor's credit analyst
Michelle Aubin. Ratings could be lowered should Biovail not
provide a sustained demonstration of strong cash flow generation
and debt reduction, in addition to the maintenance of its
operating performance and credit protection measures.

Biovail recently lowered its revenue and increased its operating
expense guidance for 2004. The combined effect of the revised
guidance signals the continued erosion of operating performance
and credit protection measures. Biovail generated revenues of
US$823.7 million in fiscal 2003 (year ended Dec. 31), which
increased about 4.5% from 2002. Adjusted operating margin for 2003
was 46.8%, down from 53.6% the previous year. The decline in 2003
operating margin was primarily due to higher advertising and
promotion costs of recently launched products and costs associated
with the restructuring and expansion of the company's U.S.
operations. Fiscal 2003 EBITDA interest coverage was 9.0x
(compared with 12.3x in 2002), funds from operations to total
unadjusted debt was 39% (compared with 50.9% in 2002), and total
unadjusted debt to EBITDA was at 2.2x (compared with 1.8x in
2002).

Standard & Poor's positively views Biovail's stated commitment to
increased transparency and disclosure on its transactions and
agreements. Although more conservative accounting practices might
cause the company's financial metrics to deteriorate somewhat when
they are compared with previously reported figures, they will
present a more accurate financial profile. Biovail's sustained
commitment to a more conservative and transparent approach could
lessen some of the business profile risks typically associated
with high growth companies.

Biovail is an integrated pharmaceutical company that is engaged in
the development, manufacture, license, distribution, and promotion
of drug formulations using advanced drug delivery technologies for
the treatment of chronic medical conditions. The company primarily
focuses on three major therapeutic areas: cardiovascular
(including Type II diabetes), central nervous system, and pain
management.


BIOVAIL CORP: Releases Comments on Rating Agencies' Outlooks
------------------------------------------------------------
Biovail Corporation (NYSE:BVF)(TSX:BVF) provided the following
comments with respect to statements from both Moody's Investors
Service and Standard and Poor's Ratings Services.

Moody's Investors Service has placed the ratings of Biovail's
senior subordinated notes due 2010 under review for a possible
downgrade. Standard and Poor's Ratings Services revised the
outlook on Biovail to negative from stable, although reaffirmed
the existing ratings of the company, including the 'BB+'
long-term corporate credit rating.

Moody's Investors Service noted the rising sales of Biovail's
Wellbutrin XL and Cardizem LA, while Standard and Poor's Ratings
Services noted the strength of Wellbutrin XL and Biovail's core
product portfolio, particularly Cardizem LA, as well as the
Company's recent statement that it will be increasing
transparency and disclosure, adopting more conservative financial
reporting and increasing focus on organic growth.

A possible ratings downgrade or revised outlook do not trigger
any cash payment requirement or affect Biovail's available cash
position. Biovail's bank covenants and interest rates are based
on calculated Earnings Before Interest Tax Depreciation and
Amortization (EBITDA) excluding certain items.

Biovail is due to renew a Revolving Term Credit Facility with a
syndicate of banks on mutually acceptable terms by
March 25, 2004. If the parties cannot agree on terms, Biovail has
the right to term out the existing loan balance by making eight
equal quarterly payments. As of March 8, 2004, Biovail's revolving
secured credit facility was $303 million and the Company had $168
million cash on hand.

On Biovail's March 3, 2004 conference call, the Company provided
2004 cash flow from operations guidance of $300 million to $350
million and a spending range of $40 million to $60 million for
capital expenditures during 2004. Biovail believes this level of
cash flow provides the Company with sufficient liquidity to
comfortably term out the Revolving Term Credit facility or reduce
the available amount under a new facility as it is Biovail's
intention to focus more of its Business Development activities in
2004 on out-licensing opportunities as opposed to acquisitions.

Biovail Corporation is an international full-service
pharmaceutical company, engaged in the formulation, clinical
testing, registration, manufacture, sale and promotion of
pharmaceutical products utilizing advanced drug delivery
technologies.


BOYDS COLLECTION: S&P Cuts Ratings Citing Heightened Business Risk
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Boyds
Collection Ltd., including its corporate credit rating to 'B' from
'B+', and placed the ratings on CreditWatch with negative
implications, reflecting heightened business risk, successive
quarters of declines in profitability, and increased debt
leverage.

Additionally, Standard & Poor's is concerned that the company's
liquidity will weaken should operating performance continue to
deteriorate. The Gettysburg, Pa.-based collectible products
marketer and distributor had total debt outstanding of $76 million
as of Dec. 31, 2003.

Sales declined 25% in the fourth quarter ended Dec. 31, 2003.
EBITDA fell about 70% as a result of increased inventory
obsolescence reserves, higher expenses relating to establishing a
national sales force, and loss of volume efficiencies. Debt to
EBITDA rose to 2.7x in 2003 from 1.8x in 2002 as weak operating
performance more than offset the decline in debt
resulting from discretionary cash flow.

"Business risk is increasing due to the company's niche position
in the highly fragmented collectibles business and declining
demand over the past several years," said Standard & Poor's credit
analyst Hal Diamond. The company is restructuring costs, and
anticipates realizing some cost savings. Nevertheless, Standard &
Poor's is concerned that continued weak revenue trends and higher
capital spending may reduce discretionary cash flow. The company
plans to open a second retail store in 2004 and two additional
stores in 2005.

Near-term bank debt maturities are substantial and consist of $14
million in bank debt in 2004 and $28 million in 2005. The company
has a $40 million undrawn revolving credit facility expiring in
April 2005. There is a modest cushion against the debt to EBITDA
bank covenant of 4.0x, though continued decline in operating
performance would narrow the margin of covenant compliance.

Standard & Poor's will review the firm's business strategies,
operating outlook, and liquidity in completing its review.


CALIFORNIA STEEL: S&P Rates $150M Series B Senior Notes at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Fontana, California-based California Steel Industries Inc.'s
proposed $150 million senior notes due 2014, series B.  At the
same time, Standard & Poor's affirmed all its existing ratings,
including the 'BB-/Stable/--' corporate credit rating on CSI.
Proceeds from the proposed notes issue will be used to refinance
the company's $150 million 8.5% senior notes due 2009. Total debt
was $170 million (including capitalized operating leases) at
Dec. 31, 2003.

"The ratings on CSI are limited by its limited operating diversity
(the company is reliant on one facility to process its steel
slabs), and its heavy exposure to the south California market
economy, cyclical commodity pricing and raw-material cost
pressures," said Standard & Poor's credit analyst Paul Vastola.
These factors are more than offset by the company's good position
within its markets and its relatively strong credit measures
currently.

CSI, a 50/50 joint venture between Companhia Vale do Rio Doce  and
JFE Holdings Inc., processes flat-rolled sheet steel primarily
from imported, semi-finished steel slabs. Only a few competitors
have production facilities on the West Coast, and CSI's
concentration in the Southern California market, which accounts
for 50% of West Coast demand, gives it a distinct transportation-
cost advantage over competitors in the Midwest and East. In
addition, California's strict environmental regulations and costly
utility rates reduce the risk of competitors developing additional
capacity.


CENTURY THREE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Century Three Orlando Florida, Inc.
        Century Three at Universal Studios
        2000 Universal Studios Plaza
        Orlando, Florida 32819

Bankruptcy Case No.: 04-01387

Chapter 11 Petition Date: February 11, 2004

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Lawrence H. Haber, Esq.
                  Law Offices of Lawrence H. Haber PA
                  715 Bloom Street, Suite 200A
                  Celebration, FL 34747
                  Tel: 407-506-0181

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.


CHESAPEAKE CORP: Increases Public Offering to 3.65 Million Shares
-----------------------------------------------------------------
Chesapeake Corporation (NYSE: CSK) increased its previously
announced public offering of 3.4 million shares of common stock to
3.65 million shares and priced the offering at $24.00 per share.  

Chesapeake expects the net proceeds from the sale of these shares,
after deducting discounts, commissions and estimated expenses,
to be approximately $82.5 million.  This offering is expected to
close on March 15, 2004.  Chesapeake has granted to the offering
syndicate a 30-day option to purchase up to 547,500 additional
shares, solely to cover over-allotments, if any.

Chesapeake intends to use the net proceeds from the sale of these
shares to redeem up to 40.25 million pounds sterling principal
amount of its outstanding 10-3/8% senior subordinated notes due
2011 at a redemption price equal to 110.375% of the principal
amount plus accrued and unpaid interest. In the event that the net
proceeds from the sale of the common stock exceeds the amount
necessary (in light of the applicable U.S. dollar to pounds
sterling exchange rate) to redeem 40.25 million pounds sterling of
senior subordinated notes, the remaining net proceeds will be used
to repay outstanding borrowings under Chesapeake's senior bank
credit facility and to make open market purchases of its other
debt securities.

Chesapeake expects the sale of these shares and the use of the net
proceeds from such sales to be neutral to earnings per share in
fiscal year 2004 before one-time charges, and slightly accretive
to earnings per share in 2005 due to a reduction in high coupon
interest expense and related tax benefits.

Citigroup Global Markets Inc. and Banc of America Securities LLC
acted as joint book-running managers for the offering.  Chesapeake
is represented by Hunton & Williams LLP and the underwriters are
represented by Shearman & Sterling LLP.

Chesapeake Corporation is a leading international supplier of
value-added specialty paperboard and plastic packaging with
headquarters in Richmond, Virginia. The company is one of Europe's
premier suppliers of folding cartons, leaflets and labels, as well
as plastic packaging for niche markets. Chesapeake has more than
50 locations in Europe, North America, Africa and Asia and employs
approximately 5,900 people worldwide. The company's website
address is http://www.cskcorp.com/

                       *    *    *

As reported in the Troubled Company Reporter's January 22, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary 'BB' senior unsecured debt rating and preliminary 'B+'
subordinated debt rating to specialty packaging producer,
Chesapeake Corp.s  $300 million Rule 415 universal shelf
registration. All other ratings were affirmed. The outlook is
stable.

"Proceeds from any securities issued under the shelf registration
could be used for general corporate purposes, including debt
repayment or acquisition financing," said Standard & Poor's credit
analyst Pamela Rice. Chesapeake's operating subsidiaries are not
expected to guarantee any senior unsecured notes that might be
issued under this registration. As a result, the actual senior
unsecured debt rating at the time of issuance could be one or two
notches below the corporate credit rating, based on the amount of
priority liabilities expected to rank ahead of senior unsecured
lenders in the event of bankruptcy.
     
The ratings on Richmond, Virginia-based Chesapeake Corp. reflect
its limited product diversity, competitive pricing pressures,
modest level of discretionary cash flow, and aggressive debt
leverage, partially offset by its leading position in European
specialty packaging markets, value-added product mix, diverse end
use markets, and relatively stable demand.


CORNING INC: S&P Assigns BB+ Rating to Proposed Sr. Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' rating to
Corning Inc.'s proposed $400 million senior unsecured notes,
consisting of a $200 million 10-year and a $200 million 12-year
offering under the company's existing shelf registration. At the
same time, Standard & Poor's affirmed its 'BB+' corporate credit
rating and its other ratings on Corning. Proceeds of the issuance
are expected to be used primarily to repay existing debt and for
other corporate purposes.

The ratings outlook is stable. Corning, New York-based Corning had
total lease-adjusted debt of about $3 billion at Dec. 31, 2003.
    
"While the debt offering is viewed as a mild positive by improving
the term structure of Corning's debt profile in addition to
already substantial debt reduction, we remain mainly focused on
cash flow and earnings improvement by Corning," said Standard &
Poor's credit analyst Robert Schulz.

Corning's cash and investment position, along with the company's
ongoing and near-term actions on cost reductions, focus on
operating cash generation, and continued substantial progress
toward profitability, should permit credit metrics to continue to
improve toward levels consistent with the rating during 2004.

Corning's business lines include telecommunications, display
technologies (liquid crystal display, LCD), and environmental
segments.


CORNING INC: Obtains Fitch's BB Rating for $400M Sr. Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Corning Inc.'s
proposed debt offering of $400 million of senior unsecured notes,
consisting of two tranches of $200 million due 2014 and 2016. The
'B' convertible preferred stock is affirmed. Proceeds are expected
to be used for debt refinancing and general corporate purposes.
The Rating Outlook is Stable.

Corning's ratings reflect the strained but improved credit
protection measures, negative free cash flow, and stabilizing but
still challenging telecommunications end-markets which still
comprised 46% of revenue as of December 31, 2003. Also recognized
are the company's improved balance sheet and liquidity and leading
positions in diverse markets. The fiber and cable
telecommunications markets continue to experience weak
infrastructure spending and while 'fiber-to-the-home' initiatives
look promising for 2005 there is still uncertainty to the timing
or magnitude of a recovery. Fitch expects minor revenue increases
as opposed to any significant turnaround in telecommunications.
These factors continue to pressure the company's operating
profitability, even though the fiber and cable business is free
cash flow positive. Fitch believes that Corning's fiber
telecommunications end markets have started to stabilize from a
volume perspective while pricing pressures are anticipated to
continue albeit at historical levels as industry-wide capacity
reductions have taken place. Even as revenues from the
telecommunications segment are stabilizing, Fitch does anticipate
that it will become a significant profitability contributor for
the next few years.

Offsetting the weakness in the telecommunications segment is the
continued improved performance of the various technologies
businesses, with particular strength from the liquid crystal
display glass business which has experienced more stable pricing
than originally anticipated. However, Fitch believes pricing
pressures could become more volatile going forward as several
industry participants continue aggressive production capacity
expansion. The LCD business increased nearly 50% in 2003 and
should experience annual double digit growth through 2007 driven
by an LCD upgrade cycle and further penetration of the television
market. Corning further benefits from the growth of this business
via its ownership in Samsung Corning Precision Glass, which is
reflected in total equity earnings. A majority of the company's
near-term profitability is dependent on the LCD business as
telecommunications continues to focus on achieving break-even
results.

The Stable Outlook reflects Corning's strong progress through its
intensive restructuring actions, which have included significant
headcount reductions and closure and consolidation of a number of
manufacturing locations, along with asset divestitures. Corning
has downsized its cost structure dramatically to an estimated $3
billion revenue run rate from a $7 billion run rate at year-end
2000. The company is realizing the benefits of these cost
reductions as it continues to make progress on operating
profitability before special charges and when equity earnings are
included. Revenue appears to have stabilized as it was flat from
fiscal year 2003 compared to 2002 and was up 11% year-to-year in
the fourth quarter of 2003, mostly due to the growth of the LCD
business. Fitch's focus remains on the company achieving
consistent and sustained operating profitability with positive
cash flow. Corning has made solid strides improving its capital
structure and reducing total debt. Particular focus has been
placed on reducing the zero coupon convertible debentures which
are puttable in 2005 and have clearly been a maturity risk and
liquidity issue. Through a series of open market purchases as well
as a tender offer, the company has reduced the puttable debentures
from $2 billion to approximately $385 million as of December 2003.
For 2003, total debt was reduced by $1.4 billion to $2.8 billion
and currently consists primarily of various senior notes as well
as the zero coupon convertible debentures. The company has minimal
debt maturities for 2004. The current debt offering extends the
company's debt maturities and further alleviates any liquidity
concerns for the 2005 put. Additionally, the company's debt to
capital ratio has decreased from a high of 50% in 2002 to 34% at
the end of 2003 which is important given the one financial
covenant in the company's bank agreement is a maximum debt/cap of
60%.

The company has maintained adequate liquidity of about $1.3
billion cash and securities and still has access to a $2 billion
un-drawn revolver which expires in 2005. Corning's liquidity
position has benefited from asset dispositions, common stock
issuances, and $440 million mandatory convertible preferred stock
issuance, all of which were used for debt reduction and to
strengthen liquidity. However, free cash flow remains negative and
Fitch expects the company will continue to be a net user of cash
through at least the first half of 2004, due mostly to cash
restructuring charges.


COVANTA ENERGY: Court Confirms Ogden's Amended Liquidation Plan
---------------------------------------------------------------
Judge Blackshear finds that the Amended Second Joint Liquidation
Plan of Covanta Debtor Ogden New York Services, Inc. and 59 of its
debtor-affiliates, dated March 2, 2004, satisfies the requirements
for confirmation under Section 1129(a) of the Bankruptcy Code:

A. The Second Liquidation Plan satisfies Section 1129(a)(1):

   (a) Claims or Equity Interests in each Class are substantially
       similar to other Claims or Equity Interests in that Class,
       thus 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;

   (c) Class 1 is specified as Unimpaired, thus satisfying the
       requirement of Section 1123(a)(2) of the Bankruptcy Code.
       Under Section 1126(f) of the Bankruptcy Code, Class 1 is
       deemed to accept the Second Liquidation Plan;

   (d) Classes 3, 7, 9 and 11 are specified as Impaired, thereby
       satisfying the requirements of Section 1123(a)(3) of the
       Bankruptcy Code.  Pursuant to Section 1126(g) of the
       Bankruptcy Code, Classes 7, 9 and 11 are deemed to reject
       the Second Liquidation Plan by virtue of receiving no
       distributions or deemed 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 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, thus further satisfying the
       requirements of Section 1123(a)(4) of the Bankruptcy Code;

   (g) The Second Liquidation Plan satisfies the requirements of
       Section 11123(a)(5) of the Bankruptcy Code since it
       provides for adequate means for its implementation,
       including:

       * the funding of the Operating Reserve and the
         Administrative Expense Claims Reserve by the
         Reorganizing Debtors pursuant to the Secured Creditor
         Direction and the DIP Lender Direction in amounts
         sufficient to make all anticipated payments required to
         be made on or about the Effective Date and to fund the
         dissolution of the Liquidating Debtors and the closing
         of the Liquidation Cases;

       * the designation of a Liquidating Trustee to wind-down
         and dissolve the Liquidating Debtors in accordance with
         applicable state law and close the Liquidation Cases;
         and

       * generally providing the Liquidating Trustee with any and
         all action necessary to effectuate the Second    
         Liquidation Plan;

   (h) Section 1123(a)(6) of the Bankruptcy Code, which requires
       a reorganizing debtor's charter to include certain
       provisions, is inapplicable, because the Liquidating
       Debtors are liquidating; and

   (i) The Liquidating Debtors have selected the Liquidating
       Trustee and the Oversight Nominee in a fair and reasonable
       manner, 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 Liquidating Debtors complied with Sections 1125 and 1126
   of the Bankruptcy Code, and therefore satisfied the
   requirements of Section 1129(a)(2).  Specifically, the
   Liquidating Debtors:

   (a) are eligible debtors under Section 109 and proper
       proponents of the Second Liquidation Plan under Section
       1121(a); and

   (b) 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 materials with respect
       to the Second Liquidation Plan.

C. The Second Liquidation Plan has been proposed in good faith    
   and not by any means forbidden by law, thereby satisfying the
   requirements of Section 1129(a)(3).

D. The Second Liquidation Plan satisfies the requirements of
   Section 1129(a)(4).  Any payments made or to be made by the
   Liquidating Debtors, or by the Reorganizing Debtors on behalf
   of the Liquidating Debtors, to professionals for services or
   for costs and expenses in, or in connection with, the
   Liquidation Cases, have been disclosed to the Court.

E. Section 1129(a)(5) is inapplicable because the Liquidating
   Debtors are not reorganizing and consequently will not require
   services after the Effective Date of directors or officers.  
   Instead, the Second Liquidation Plan contemplates the
   appointment of a Liquidating Trustee.  The Liquidating Debtors
   have disclosed that they, together with the Reorganizing
   Debtors, have determined that James N. Lawlor will be the
   Liquidating Trustee and that Timothy J. Simpson, Senior Vice
   President, General Counsel and Secretary, of Covanta Energy
   Corp. will be the Oversight Nominee.

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

G. The Second Liquidation 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 Liquidating Debtors:

   (a) has accepted the Second Liquidation Plan; or

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

H. Class 1 is Unimpaired and is deemed to accept the Second
   Liquidation Plan under Section 1126(f).  Class 3 is
   Impaired and designated as voting a Class under the Second
   Liquidation Plan.  The Impaired Voting Class has voted to
   accept the Second Liquidation Plan thus satisfying Section
   1129(a)(8).  Classes 7, 9 and 11 are impaired and will receive
   no Distributions under the Second Liquidation Plan and
   therefore are deemed to reject the Second Liquidation Plan
   under Section 1126(g).  Although Section 1129(a)(8) has not
   been satisfied with respect to the Rejecting Classes, the
   Second Liquidation 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 Liquidation Plan satisfies the
   applicable requirements of Section 1129(a)(9) of the
   Bankruptcy Code.

J. Class 3 in the Liquidation Cases is an Impaired Class of
   Claims that has voted to accept the Second Liquidation Plan
   and, to the best of the Liquidating Debtors' knowledge, does
   not contain "insiders," thus satisfying Section 1129(a)(10).

K. The Liquidating Debtors will have sufficient funds to satisfy
   their obligations under the Second Liquidation Plan and
   furthermore, the Second Liquidation Plan satisfies Section
   1129(a)(11), because the Second Liquidation Plan is a
   liquidating plan of reorganization.

L. The fees due and payable by the Liquidating 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 Liquidating Trustee
   pursuant to the Second Liquidation Plan.  Thus, the
   requirements of Section 1129(a)(12) are satisfied.

Accordingly, the Court confirmed Ogden's Amended Second
Liquidation Plan on March 5, 2004.  All confirmation objections
of the Second Liquidation Plan, that have not been withdrawn or
resolved, are overruled.  In addition, the Court:

   (a) approves the executory contracts and unexpired lease
       provisions under the Second Liquidation Plan;

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

   (c) orders that on the Effective Date, each Liquidating Debtor
       will irrevocably transfer and assign its Residual
       Liquidation Assets, if any, or cause the Residual
       Liquidation Assets to be transferred and assigned to the
       Liquidating Trust, to hold in trust for the benefit of all
       holders of Allowed Claim with respect to each Liquidating
       Debtor;

   (d) orders that on the Effective Date, all the capital stock
       of the Liquidating Debtors will be deemed cancelled and
       all Equity Interests in the Liquidating Debtors will be
       deemed extinguished without further corporate action; and

   (e) orders that on the Effective Date, the Designated DIP
       Collateral will be deemed transferred to Reorganized
       Covanta pursuant to the DIP Lender Direction.

Judge Blackshear also made it clear that the Commonwealth of
Pennsylvania, Department of Revenue, will receive in full
satisfaction, settlement and release and discharge of and in
exchange for its Priority Tax Claims, to the extent Allowed by
the Court, Cash equal to the unpaid portion of the Allowed
Priority Tax Claim on or as soon as practical after 30 days after
the date on which the Priority Tax Claim becomes Allowed.  
Furthermore, on or before 60 days after the Effective Date, Ogden
New York Services, will provide Pennsylvania with all tax reports
required by law to have been submitted to Pennsylvania prior to
the Effective Date in connection with the Pennsylvania Claims, to
the extent Ogden New York has not yet submitted the tax reports
to Pennsylvania.

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)   


CUMBERLAND: S&P Hatchets Counterparty Rating After Rehabilitation
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its counterparty credit
and financial strength ratings on Cumberland Casualty & Surety Co.
to 'R' from 'Bpi'.

"This rating action was taken after CCS, based in Tampa, Florida,
filed a voluntary petition for rehabilitation with the Florida
Department of Financial Services," explained Standard & Poor's
credit analyst Puiki Lok. On Feb. 26, 2004, Florida-based
Cumberland Technologies Inc., the parent of CCS, announced that
CCS will record a substantial net loss for the fourth quarter of
2003 and for the fiscal year of 2003. A portion of the loss is a
charge of no less than $2.5 million stemming from adverse loss
developments and adjustments to reinsurance recoverables related
to claims incurred in the last three years, some exceeding CCS's
reinsurance treaty limits. CCS has a capital deficiency as a
result of this charge and is currently unable to issue insurance
contracts.

Established in 1988, CCS specializes in the provision of a full
line of surety bonds, from contractors' performance and payment
bonds to license and permit and court bonds.

Earlier this year, Standard & Poor's lowered its ratings on CCS to
'Bpi' from 'BBpi', citing the company's weak and volatile
operating performance, marginal capitalization, and high product-
line concentration. CCS's earnings adequacy ratio, as measured by
Standard & Poor's model, was negative, and surety insurance
accounted for 84% of the company's direct business. In the past
three years, there has also been significant deterioration in the
company's combined ratio and surplus.

An insurer rated 'R' is under regulatory supervision owing to its
financial condition. During the pendency of the regulatory
supervision, the regulators may have the power to favor one class
of obligations over others or pay some obligations and not others.
The rating does not apply to insurers subject only to non-
financial actions such as market conduct violations.


DELTA FINANCIAL: Reports Income for 4th Quarter and FY 2003
-----------------------------------------------------------
Delta Financial Corporation (Amex: DFC), a specialty consumer
finance company that originates, securitizes and sells non-
conforming mortgage loans, reported net income for the three
months and full year ended December 31, 2003.

Net income for the quarter ended December 31, 2003 was $7.4
million, or $0.37 per diluted share (on a fully taxed basis),
compared to $4.7 million, or $0.28 per diluted share, for the same
period one year ago, when the Company's earnings were not fully
taxed as a result of a valuation allowance it maintained against
its deferred tax asset.

                    Fourth Quarter Highlights

-- Originated $516.3 million in loans; a year-over-year increase
   of 100%.

-- Non-GAAP net income increased by 156% and Non-GAAP diluted EPS
   grew by 125% year-over-year.

-- Direct cost to originate as a percentage of loan production
   decreased year-over-year by 36%, to 1.8% in Q4 2003 from 2.8%
   in Q4 2002.

-- The Company completed a $470 million asset-backed
   securitization.

Net income for the full year ended December 31, 2003 was $67.4
million, or $3.59 per diluted share - which was favorably impacted
by an income tax benefit of $30.5 million in the third quarter
2003 - compared to net income of $17.6 million, or $1.04 per
diluted share in 2002.

               Full Year 2003 Highlights

-- Originated $1.7 billion in loans; a year-over-year increase of
   96%.

-- Non-GAAP net income increased by 168% and Non-GAAP diluted EPS
   grew by 138% year-over-year.

-- Direct cost to originate as a percentage of loan production
   decreased year-over-year by 33%, to 2.0% from 3.0% last year.

Although the Company recorded an effective 39 percent tax
provision for the third and fourth quarters, it was able to
utilize its net operating losses ("NOLs") to offset the vast
majority of its tax obligations and is only paying minimal actual
cash taxes. The Company expects to continue to pay only minimal
cash taxes - either alternative minimum tax ("AMT") or excess
inclusion income tax, as well as minimal state taxes - until its
NOLs are fully utilized. The Company had approximately $27 million
of NOLs, net of tax, outstanding at December 31, 2003.

Commenting on these results, Hugh Miller, President and Chief
Executive Officer said, "2003 was a truly momentous year for us.
We achieved 96 percent origination growth year-over-year and we
strengthened our financial position by paying off all our long-
term unsecured debt. We also listed our shares on the American
Stock Exchange and our solid performance was rewarded by the
market, reflected in our significant stock price appreciation over
the last year."

The Company included a Non-GAAP presentation of earnings in this
press release, in addition to GAAP earnings, to provide a more
meaningful comparison to prior period results. The Non-GAAP
presentation provides Non-GAAP net income and Non-GAAP EPS, which
exclude (a) income produced by the reversal of the valuation
allowance in the third quarter of 2003, (b) a special tax benefit
in the third quarter of 2002, and (c) expenses related to a change
in the Company's effective tax rate recorded in the third quarter
of 2003. The Company began applying a 39 percent effective tax
rate in the third quarter 2003.

The Company's Non-GAAP net income for the three months ended
December 31, 2003 was $12.1 million, or $0.63 per diluted share,
an increase of 156 percent over the $4.7 million, or $0.28 per
diluted share, for the comparable period last year. The Company's
Non-GAAP net income for the full year 2003 was $41.3 million, or
$2.17 per diluted share, an increase of 168 percent over the $15.4
million, or $0.91 per diluted share, one year ago.

                    Loan Originations

Delta originated $516.3 million of mortgage loans in the fourth
quarter 2003, a 100 percent increase over the $257.7 million of
mortgage loans originated during the comparable period last year.
For the full year 2003, Delta originated $1.7 billion of mortgage
loans, a 96 percent increase over originations of $872.2 million
one year ago.

Mr. Miller stated, "In addition to achieving robust origination
volume for the year, we utilized our already advanced Click and
Closer origination technology to reduce the direct cost to
originate by 33 percent year-over-year."

Mr. Miller continued, "For 2004, we expect to originate in excess
of $2.0 billion in loans due to our continued expansion of
existing retail origination centers and the addition of more staff
to both the wholesale and retail channels. On the technology
front, we anticipate further enhancements to Click and Closer as
we aim to reduce our direct cost to originate even further."

                    Loan Distribution Channels

During the fourth quarter of 2003, wholesale and retail loan
originations represented 62 percent and 38 percent, respectively,
of Delta's total loan production, compared to 56 percent and 44
percent for the same period last year. Wholesale production from
Delta's network of independent brokers for the fourth quarter 2003
grew 122 percent over the comparable period in 2002. Delta's
retail loan production for the fourth quarter 2003 increased 73
percent over the same period in 2002.

For the full year 2003, wholesale and retail loan originations
represented 59 percent and 41 percent, respectively, of Delta's
total loan production, compared to 61 percent and 39 percent for
the same period last year. Wholesale production from Delta's
network of independent brokers for the full year 2003 grew 88
percent over the comparable period in 2002. Delta's retail loan
production for the full year 2003 increased 110 percent over the
same period in 2002.

                    Statement of Financial
               Accounting Standards (SFAS) No. 91

Under SFAS No. 91, certain nonrefundable fees and costs associated
with originating loans are deferred at the point they are incurred
and generally are recognized over the life of the loan. If a
mortgage loan is sold, the deferred fees and costs are recognized
at that time of sale. These loan origination fees and costs have
been classified as a component of the gain on the sale of the
loans sold in the fourth quarter of 2003. Previously reported
amounts have been reclassified to conform to this presentation.
This reclassification did not impact net income or earnings per
share.

          Secondary Marketing (Securitization and Loan Sales)

In the fourth quarter, Delta completed a $470 million senior-
subordinate securitization structure under its Renaissance
mortgage shelf and issued a NIM note (net interest margin note
backed by the excess cashflow certificate received from the
securitization). Similar to the structure of Delta's five most
recent securitizations, this securitization contained a pre-
funding feature under which Delta delivered approximately $361
million of mortgage loans to the securitization trust in the
fourth quarter, and delivered the remaining mortgage loans in
January 2004. This structure is designed to reduce execution and
interest rate risk on the additional loans delivered to the
securitization trust in the ensuing quarter, which the Company
would otherwise seek to securitize or sell later in that quarter.
During the fourth quarter, Delta also sold approximately $8.8
million of mortgage loans on a whole-loan basis and delivered
approximately $90 million of mortgage loans relating to its third
quarter securitization in October.

                    Non-GAAP Presentation

At September 30, 2003, the Company reversed a deferred tax asset
valuation allowance, which it established in 2000. Management and
the Audit Committee of the Board of Directors believed that the
reversal was appropriate at that time principally in light of the
Company's eight consecutive quarters of profitability and positive
cash flow, together with its plan (executed in October 2003) to
redeem all of its long-term unsecured debt. The Company recorded
minimal taxes in its results of operations over the seven prior
quarters - from the fourth quarter of 2001 through the second
quarter of 2003 - as a result of the valuation allowance against
its deferred tax asset, which was primarily generated by NOLs in
2000 and 2001. The reversal of the valuation allowance had two
significant effects:

-- First, in the third quarter of 2003, the Company recorded
   additional income equal to the amount of the valuation
   allowance reversal (which was partially offset by a change in
   its effective tax rate) reflected in its income statement in
   the line-item income tax benefit; and

-- Second, the Company's financial statements now reflect an
   income tax provision using an effective income tax rate of
   approximately 39 percent. Despite this change, the Company
   expects to continue to pay only minimal cash taxes (either AMT
   or excess inclusion income tax, as well as minimal state taxes)
   until its NOLs are fully utilized.

In 2002 and the first two quarters of 2003 (prior to our reversal
of the deferred tax asset valuation allowance), the Company's
financial statements included only a minimal tax provision.
Because the foregoing effects of the reversal of the deferred tax
asset valuation allowance may make it difficult for investors to
make a meaningful period-over-period comparison, we have provided
a Non-GAAP presentation in addition to our GAAP results to assist
the investment community. This Non-GAAP presentation excludes (a)
income produced by the reversal of the valuation allowance in the
third quarter of 2003, (b) an income tax benefit in the third
quarter of 2002, and (c) expense related to a change in our
effective tax rate recorded in the third quarter of 2003. By doing
so, we aim to provide investors with the ability to make period-
over-period comparisons based upon our previously reported results
of operations, which, in effect, approximates our pre-tax earnings
and is reflected as "Non-GAAP net income" and "Non-GAAP EPS."

                    Diluted Share Count

Total diluted shares for the quarters ended December 31, 2003 and
December 31, 2002 were 18.2 million and 17.1 million,
respectively, and total diluted shares for the years ended
December 31, 2003 and December 31, 2002 were 18.4 million and 17.0
million, respectively. The increase in the Company's diluted
weighted average number of shares outstanding for both the three
months and full year ended December 31, 2003 over the respective
comparable periods in the prior year, was primarily the result of
the dilutive effect of warrants and employee stock options the
Company issued in prior periods. Under the treasury stock method,
warrants and employee stock options become dilutive (i.e.,
increase the number of diluted shares outstanding) when their
exercise price is below the then market price of the common stock.
The greater the difference between the exercise price and market
price, the greater the dilution. Accordingly, the significant
increase in Delta's stock price over the past year - from $1.10 on
December 31, 2002 to $7.15 on December 31, 2003 - was the primary
cause of the increased dilution.

The Company's diluted share count in the fourth quarter of 2003
was lower than the third quarter of 2003 primarily due to the
expiration of 706,790 unexercised warrants, which were issued in
connection with Delta's 9.5% Senior Notes due 2004, and which were
previously included in the Company's diluted weighted average
share count.

                    About the Company

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells non-conforming mortgage loans. Delta's loans
are primarily secured by first mortgages on one- to four-family
residential properties. Delta originates home equity loans
primarily in 26 states. Loans are originated through a network of
approximately 1,700 brokers and the Company's retail offices.
Since 1991, Delta has sold approximately $9.3 billion of its
mortgages through 38 securitizations.

                          *   *   *

In its Form 10-Q filed with the Securities & Exchange Commission,
Delta Financial corporation reports:

               LIQUIDITY AND CAPITAL RESOURCES

"We  require  substantial  amounts  of  cash to fund  our  loan  
originations, securitization  activities and  operations.  We have  
organically  increased our working capital over the last eight
quarters.  In the past, however, we operated generally on a
negative cash flow basis.  Embedded in our current cost structure
are many fixed  costs,  which are not likely to be  significantly  
affected by a relatively  substantial  increase in loan  
originations.  If we can  continue to originate a sufficient  
amount of mortgage  loans and generate  sufficient  cash revenues
from our securitizations and sales of whole loans to offset our
current cost  structure and cash uses,  we believe we can continue
to generate  positive cash  flow  in the  next  several  fiscal  
quarters.  However,  there  can be no assurance that we will be
successful in this regard.  

"Historically,  we have  financed our  operations  utilizing  
various  secured credit financing  facilities,  issuance of
corporate debt (i.e.,  Senior Notes), issuances of equity, and the
sale of interest-only certificates and/or NIM notes and  mortgage   
servicing   rights  sold  in   conjunction   with  each  of  our
securitizations  to offset our  negative  operating  cash flow and  
support  our originations, securitizations, and general operating
expenses.

"To  accumulate  loans  for  securitization  or  sale,  we  borrow  
money on a short-term  basis through  warehouse lines of credit.  
We have relied upon a few lenders to provide the primary credit  
facilities for our loan  originations and at September 30, 2003,
we had two warehouse  facilities  for this purpose.  Both credit  
facilities  have a variable  rate of interest  and, as of
September  30, 2003,  were due to expire in May 2004. In October
2003, our warehouse  financing providers each increased their
commitment amounts to $250.0 million, from $200 million and
lowered the financing  rate.  In addition,  we extended the
maturity date for one of the facilities to October 2004.

"There can be no  assurance  that we will be able to either  renew
or  replace these warehouse facilities at their maturities at
terms satisfactory to us or at all. If we are not able to obtain  
financing,  we will not be able to  originate new loans and our  
business and results of  operations  will be  materially  and
adversely affected."


DONLAR CORP: Wants Until March 26 to File Schedules & Statements
----------------------------------------------------------------
Donlar Corporation wants the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, to extend its
time period to file their schedules of assets and liabilities,
statements of financial affairs and list of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  

The Debtor reports that it is currently in the process of
gathering all of the information necessary to complete the
Schedules of Assets and Liabilities and Statement of Financial
Affairs.

The Debtor requests that the Court extends the schedule-filing
deadline to run through March 26, 2004.

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.


DUKE FUNDING: S&P Maintains Class D Notes Rating at BB
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
class B, C-1, and C-2 notes issued by Duke Funding II Ltd., a CDO
backed by ABS and other structured securities and managed by Duke
Funding Management LLC. At the same time, the ratings are removed
from CreditWatch with positive implications, where they were
placed Sept. 19, 2003. Concurrently, the ratings on the class A-1,
A-2, and D notes are affirmed.

The affirmed ratings being removed from CreditWatch positive
reflect several factors that have negatively affected the credit
enhancement available to support the rated notes. These factors
include a negative migration in the overall credit quality of the
assets within the collateral pool and a reduction in the level of
overcollateralization available to support the notes.

Based on the most recent monthly report (Feb. 15, 2004), and
according to Standard & Poor's most current ratings, the portfolio
holds two assets (representing a $2.85 million par value exposure)
that are significantly stressed.

Standard & Poor's will be reviewing the results of the cash flow
runs generated for Duke Funding II Ltd. over the next several
months to determine the level of future defaults the rated notes
can withstand under various stressed default timing and interest
rate scenarios while still paying all of the interest and
principal due on the notes. The results of these cash flow runs
will be compared to the projected default performance of the
performing assets in the collateral pool to determine whether the
ratings currently assigned to the notes remain consistent with the
amount of credit enhancement available.
   
        RATINGS AFFIRMED AND OFF CREDITWATCH POSITIVE
                    Duke Funding II Ltd.
     
                   Rating
        Class    To        From
        B        AA-       AA-/Watch Pos
        C-1      BBB       BBB/Watch Pos
        C-2      BBB       BBB/Watch Pos
            
                      RATINGS AFFIRMED
                    Duke Funding II Ltd.
    
        Class    Rating
        A-1      AAA
        A-2      AAA
        D        BB
   
        TRANSACTION INFORMATION
        Issuer:              Duke Funding II Ltd.
        Co-issuer:           Duke Funding II Inc.
        Current manager:     Duke Funding Management LLC
        Underwriter:         Credit Suisse First Boston
        Trustee:             JPMorganChase Bank
        Transaction type:    CDO of ABS
           
        TRANCHE               INITIAL   LAST          CURRENT
        INFORMATION           REPORT    ACTION        ACTION
        Date (MM/YYYY)        12/2001   9/2003        3/2004
        Class A-1 note rtg.   AAA       AAA           AAA
        Class A-1 note bal.   $200.00mm $200.00mm     $200.00mm
        Class A-2 note rtg.   AAA       AAA           AAA
        Class A-2 note bal.   $33.00mm  $33.00mm      $33.00mm
        Class B note rtg.     AA-       AA-/Watch Pos AA-
        Class B note bal.     $40.00mm  $40.00mm      $40.00mm
        Class A/B OC Ratio    110.086%  112.020%      111.468%
        Cl. A/B OC ratio min. 105.89%   105.89%       105.89%
        Class C-1 note rtg.   BBB       BBB/Watch Pos BBB
        Class C-1 note bal.   $6.00mm   $4.933mm      $4.933mm
        Class C-2 note rtg.   BBB       BBB/Watch Pos BBB
        Class C-2 note bal.   $8.00mm   $6.578mm      $6.578mm
        Class C OC ratio      104.716%  107.488%      106.958%
        Class C OC ratio min. 101.53%   101.53%       101.53%
        Class D note rtg.     BB        BB            BB
        Class D note bal.     $4.00mm   $4.00mm       $4.00mm
        Class D OC ratio      103.28%   106.00%       105.48%
        Class D OC ratio min. 100.10%   100.10%       100.10%
           
        PORTFOLIO BENCHMARKS                       CURRENT
        S&P Wtd. Avg. Rtg. (excl. defaulted)       BBB-
        S&P Default Measure (excl. defaulted)      0.84%
        S&P Variability Measure (excl. defaulted)  1.73%
        S&P Correlation Measure (excl. defaulted)  1.51
        Wtd. Avg. Coupon (excl. defaulted)         7.36%
        Wtd. Avg. Spread (excl. defaulted)         2.48%
        Oblig. Rtd. 'BBB-' and Above               82.19%
        Oblig. Rtd. 'BB-' and Above                87.58%
        Oblig. Rtd. 'B-' and Above                 92.85%
        Oblig. Rtd. in 'CCC' Range                 6.20%
        Oblig. Rtd. 'CC', 'SD' or 'D'              0.95%
        Obligors on Watch Neg (excl. defaulted)    4.79%
    
        S&P RATED OC (ROC)       CURRENT
        Class A-1 notes          97.13% (AAA)
        Class A-2 notes          97.13% (AAA)
        Class B notes            97.73% (AA-)
        Class C-1 notes          98.73% (BBB)
        Class C-2 notes          98.73% (BBB)
        Class D notes            100.11%(BB)


EAGLE FOOD: Richard Lehmann Highlights Bonds in Column
------------------------------------------------------
Richard Lehmann shared his 2004 outlook for high yield bonds and
corporate defaults and talks about Eagle Food Centers, Inc.
(OTC:EGLE) in a story available exclusively on Zacks.com at
http://at.zacks.com/?id=84

Here are the highlights from the Featured Expert column:

          The Outlook for High Yield Bonds in 2004
               from the February newsletter

The high-yield bond market has been on a tear since late 2002.
This phenomenal change in perception was no doubt stimulated
primarily by the end of the 2000-02 default cycle, which saw a
virtual meltdown of high-yield credits. The prevailing logic being
that, with a growing economy and a cleanout of shaky companies,
the surviving issuers were good for some time to come. History
would bear out this opinion, but then times do change and every
meltdown has new wrinkles.

Coming out of the latest meltdown, Richard Lehmann sees signs that
the groundwork for the next disaster is being laid early. This is
mainly due to the fact that yields in the investment grade market
are so abysmal that only by increased risk can fixed income
investors receive the kind of returns they have gotten used to.
What they fail to recognize is that high-yield bond investing is
more analogous to total return stock investing than to fixed
income investing. Hence, in the high rate environment of the past,
gains from rate declines contributed as much or more to total
return as the actual interest payments. In the current single-
digit junk bond yield environment where there is little or no
default risk premium, the capital gain aspect of total return is
most likely to be a capital loss.

                     Corporate Default  

Eagle Food Centers, Inc. (OTC:EGLE) has operated a regional
supermarket chain in northern and central Illinois and eastern
Iowa for over a century. Eagle reentered Chapter 11 on April 7,
2003 and filed a liquidating plan on December 24. The company has
$85 million outstanding face value 11% 05 bonds listed as general
unsecured debt under the plan. If approved, the plan calls for
only a recovery of 7%-12.6% for bondholders.

                         About Zacks

Zacks.com is a property of Zacks Investment Research, Inc., which
was formed in 1978 to compile, analyze, and distribute investment
research to both institutional and individual investors. The
guiding principle behind our work is the belief that investment
experts, such as brokerage analysts and investment newsletter
writers, have superior knowledge about how to invest successfully.
Our goal is to unlock their profitable insights for our customers.
And there is no better way to enjoy this investment success, than
with a FREE subscription to "Profit from the Pros" weekly e-mail
newsletter. For a free newsletter, visit:

     http://at.zacks.com/?id=87

Zacks Investment Research is under common control with affiliated
entities (including a broker-dealer and an investment adviser),
which may engage in transactions involving the foregoing
securities for the clients of such affiliates.


ECHOSTAR COMMUNICATIONS: Featured in Schaeffer's Street Chatter
---------------------------------------------------------------
The recent "Street Chatter" from Schaeffer's Investment Research
focuses on EchoStar Communications (NASDAQ:DISH).  "Street
Chatter" is a report that analyzes three newsworthy stocks that
are generating a lot of attention on Internet message boards.
"Street Chatter" is published on --

               http://www.SchaeffersResearch.com/

-- the home of Bernie Schaeffer and Schaeffer's Investment
Research. For additional information about this report or to have
it delivered to you free via email every day click on the
following link: http://www.schaeffersresearch.com/addinfo  

                         Street Chatter

They want their MTV! And their Comedy Central. And their CBS,
Nickelodeon, VH-1, and BET. Over 1.5 million EchoStar
Communications (NASDAQ:DISH) subscribers found their satellite
subscriptions robbed of 11 Viacom-owned channels, as DISH
officials struggle through a programming dispute with the media
powerhouse. This blackout affects 16 markets, including New York,
Philadelphia, Los Angeles, Chicago, and San Francisco. DISH didn't
need this sort of cloudy publicity, as the stock has been in a
downward spiral since mid-February. The stock has violated its 10-
day and 20-day moving averages, which have themselves completed a
bearish crossover. Also, DISH has moved beneath the 34.925 mark,
which represents a 50-percent retracement between the stock's
December low and its early-February peak. In today's action, DISH
opened lower but has retraced its steps and is sitting near the
breakeven mark in mid-session activity. Options players remain
bullish on DISH, as suggested by the stock's Schaeffer's put/call
open interest ratio (SOIR) of 0.71, in the bottom one-fifth of the
past year's worth of SOIR data. Schaeffer's Sentiment PowerTools
(http://www.schaeffersresearch.com/powertoolsobs)findings  
indicate that DISH is prone to underperformance following SOIR
readings between 0.66 and 0.76. Also, the number of DISH shares
sold short declined by 10 percent last month to 8.4 million. This
figure has been in decline mode since late 2001, when there were
about 30,000 DISH shares sold short.

Click the following link to see the Daily Chart of DISH Since
December 2003 With 10-Day and 20-Day Moving Averages:

          http://www.schaeffersresearch.com/wire?ID=9637  

The best way to take advantage of the timely Schaeffer
commentaries is to sign up to receive their free e-newsletters --
Opening View, Midday Report, Market Recap and Monday Morning
Outlook. Click here to have the Schaeffer's commentaries delivered
to you free via email every day.

               About Schaeffer's Investment Research

Schaeffer's Investment Research, founded by Bernie Schaeffer in
1981, is a financial information and trading resources company. It
publishes Bernie Schaeffer's Option Advisor, the nation's leading
options subscription newsletter. The firm's contrarian approach
focuses on stocks with technical and fundamental trends that run
counter to investor expectations. The firm's website,
http://www.SchaeffersResearch.com, is recognized as one of the  
leading information sources for stock and options traders and was
cited as the top options website by both Forbes and Barron's.
Click here for more details about Schaeffer's trading methodology:

          http://www.SchaeffersResearch.com/method

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


ENRON: Werra Paper Compels Capital Unit to Pay $1M Obligation
-------------------------------------------------------------
Timothy W. Walsh, Esq., at Piper Rudnick LLP, in New York,
relates that on November 8, 2000, Enron Capital Trade & Resources
International Corporation and Werra Paper Wernshausen GmbH
entered into a commodity swap agreement.  The term of the Swap
Agreement commenced on December 1, 2000, and expires on
November 30, 2005.

According to Mr. Walsh, the commodity involved in the Swap
Agreement is Mixed Paper B12.  ECTRIC and Werra Paper agreed to a
monthly Paper "strike price" of DM70 or EUR35.79 per metric ton
of Paper.

Pursuant to the Swap Agreement, Werra Paper agreed to make a
fixed monthly payment to ECTRIC of the Strike Price multiplied by
2,000.  Simultaneously, ECTRIC agreed to make a variable monthly
payment to Werra Paper of the EUWID price per metric ton of Paper
multiplied by 2,000.  EUWID is a specialized publishing house
that provides comprehensive market information about industrial
sectors including the paper industry.

In essence, if the EUWID market price of Paper on the Pricing
Date in any month is below the Strike Price, Werra Paper owes to
ECTRIC the difference between the Strike Price and the market
value of Paper on the Pricing Date, multiplied by 2,000.  
However, if the EUWID market price of Paper on the Pricing Date
in any month exceeds the Strike Price, ECTRIC owes to Werra Paper
the difference between the market price and the Strike Price,
multiplied by 2,000.

Based on this calculation, Mr. Walsh informs the Court that from
the Petition Date to November 25, 2003, ECTRIC owes to Werra
Paper $1,040,282, pursuant to the Swap Agreement.

Accordingly, pursuant to Section 503(b)(1)(A) of the Bankruptcy
Code, Werra Paper asks the Court to compel ECTRIC to pay it
$1,040,282, as an administrative expense.

Mr. Walsh contends that it is only fair and reasonable to compel
the payment because:

   -- the Swap Agreement is in full force and effect, which has
      neither been rejected or terminated by either party; and

   -- ECTRIC continued to receive the benefits of the
      relationship with Werra Paper postpetition. (Enron
      Bankruptcy News, Issue No. 100; Bankruptcy Creditors'
      Service, Inc., 215/945-7000)


EXIDE TECHNOLOGIES: Richard Lehmann Highlights Bonds in Column
--------------------------------------------------------------
Richard Lehmann shared his 2004 outlook for high yield bonds and
corporate defaults and talks about Exide Technologies (OTC:EXDTQ)
in a story available exclusively on Zacks.com at
http://at.zacks.com/?id=84

Here are the highlights from the Featured Expert column:

          The Outlook for High Yield Bonds in 2004
               from the February newsletter

The high-yield bond market has been on a tear since late 2002.
This phenomenal change in perception was no doubt stimulated
primarily by the end of the 2000-02 default cycle, which saw a
virtual meltdown of high-yield credits. The prevailing logic being
that, with a growing economy and a cleanout of shaky companies,
the surviving issuers were good for some time to come. History
would bear out this opinion, but then times do change and every
meltdown has new wrinkles.

Coming out of the latest meltdown, Richard Lehmann sees signs that
the groundwork for the next disaster is being laid early. This is
mainly due to the fact that yields in the investment grade market
are so abysmal that only by increased risk can fixed income
investors receive the kind of returns they have gotten used to.
What they fail to recognize is that high-yield bond investing is
more analogous to total return stock investing than to fixed
income investing. Hence, in the high rate environment of the past,
gains from rate declines contributed as much or more to total
return as the actual interest payments. In the current single-
digit junk bond yield environment where there is little or no
default risk premium, the capital gain aspect of total return is
most likely to be a capital loss.

                     Corporate Default  

Exide Technologies (OTC:EXDTQ) manufactures and markets lead acid
batteries for automotive and industrial markets. The company filed
a Chapter 11 petition in the District of Delaware on April 15,
2002. On October 7, 2003, Exide filed a motion to solicit
acceptances of its plan. The court had given conditional approval
to Exide's plan but rejected the plan on December 31, 2003. The
judge ruled that the plan undervalued the company and that
unsecured creditors should have a better settlement. The rejected
plan gave Exide's 2.9% bonds of 2005 no consideration and the 10%
bonds of '05 were to receive stock worth approximately 1.4% of the
face amount.

                       About Zacks

Zacks.com is a property of Zacks Investment Research, Inc., which
was formed in 1978 to compile, analyze, and distribute investment
research to both institutional and individual investors. The
guiding principle behind our work is the belief that investment
experts, such as brokerage analysts and investment newsletter
writers, have superior knowledge about how to invest successfully.
Our goal is to unlock their profitable insights for our customers.
And there is no better way to enjoy this investment success, than
with a FREE subscription to "Profit from the Pros" weekly e-mail
newsletter. For your free newsletter, visit:

     http://at.zacks.com/?id=87

Zacks Investment Research is under common control with affiliated
entities (including a broker-dealer and an investment adviser),
which may engage in transactions involving the foregoing
securities for the clients of such affiliates.


FELCOR LODGING: Sells Four Hotels for $30 Million
-------------------------------------------------
FelCor Lodging Trust Incorporated (NYSE: FCH), the nation's second
largest hotel real estate investment trust (REIT), has closed on
the sale of four previously identified non-strategic hotels for
$30 million.

The non-strategic hotels sold include: a Holiday Inn hotel in
Plano, Texas; a Crowne Plaza(R) hotel, in Jackson, Miss., a Crowne
Plaza hotel in Houston, Texas; and a Hampton Inn(R) hotel in
Omaha, Nebraska.  The hotels ranged in size from 131 to 354 rooms,
and each hotel sale had a separate buyer.  FelCor intends to use a
portion of the proceeds to purchase the Holiday Inn in Santa
Monica, Calif.

The Holiday Inn - Santa Monica has 132 rooms.  FelCor has entered
into a contract to purchase the hotel for $27 million, which the
Company expects to close within the next 30 days.  The seven-story
property is located on Ocean Drive and is across the street from
the Santa Monica pier.  The hotel will continue to be branded as a
Holiday Inn and will be managed by InterContinental Hotels Group.  
The acquisition is currently anticipated to provide a $0.02 per
share improvement to FelCor's previously announced earnings
estimates for 2004.

FelCor also reported that consolidated hotel portfolio revenue per
available room (RevPAR) increased 1.0 percent in February and 1.7
percent year to date, compared to the same periods of 2003.  
RevPAR growth for January was 2.2 percent, compared to January
2003.  FelCor has now seen RevPAR growth for three consecutive
months.

"We are pleased with the progress of our disposition program,
which is the first phase of our repositioning strategy," said
Thomas J. Corcoran, Jr., FelCor's President and Chief Executive
Officer.  "In addition, we are pleased to announce our first hotel
acquisition since 2002.  The Santa Monica Holiday Inn is a great
piece of real estate and a strong fit with our refined investment
strategy."

FelCor (S&P, B Corporate Credit Rating, Stable Outlook) is the
nation's second largest lodging REIT and the owner of the largest
number of full service, all-suite hotels in the nation.  FelCor's
consolidated portfolio is comprised of 157 hotels, located in 33
states and Canada.  FelCor owns 71 full service, all-suite hotels,
and is the owner of the greatest number of Embassy Suites
Hotels(R) and Doubletree Guest Suites(R) hotels.  FelCor's
portfolio also includes 74 hotels in the upscale and full
service segments.  FelCor has a current market capitalization of
approximately $3.0 billion.  Additional information can be found
on the Company's Web site at http://www.felcor.com/


FIRST UNION: Fitch Affirms 7 Note Ratings at Lower-B Level
----------------------------------------------------------
First Union National Bank-Bank of America Commercial Mortgage
Trust pass-through certificates, series 2001-C1 have been affirmed
by Fitch Ratings as follows:

        --$131.9 million class A-1 'AAA';
        --$793.2 million class A-2 'AAA';
        --$60 million class A-2F 'AAA';
        --Interest-only classes IO-I, IO-II and IO-III 'AAA';
        --$52.3 million class B 'AA';
        --$26.2 million class C 'A+';
        --$26.2 million class D 'A';
        --$16.4 million class E 'A-';
        --$13.1 million class F 'BBB+';
        --$26.2 million class G 'BBB+';
        --$16.4 million class H 'BBB-';
        --$19.6 million class J 'BB+';
        --$16.4 million class K 'BB+';
        --$13.1 million class L 'BB';
        --$6.5 million class M 'BB-';
        --$9.8 million class N 'B+';
        --$13.1 million class O 'B';
        --$6.5 million class P 'B-'.

Fitch does not rate the $23 million class Q.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing.

There are two loans (3.7%) in special servicing and four
additional loans with a debt service coverage ratio (DSCR) less
than 1.0x (1.61%). The largest specially serviced loan, The Adams
Grant Building (3.5%), is secured by an 189,690 sf office building
in San Francisco. The property is currently listed for sale and
the borrower continues with leasing efforts. The other specially
serviced loan, Northwood Lake Apartments (0.2%), is secured by a
140-unit apartment complex in Shreveport, L.A. The borrower
continues to make late payments and default charges remain
outstanding. If the loan is not brought current, the special will
pursue foreclosure. Expected losses on the specially serviced
loans are expected to be absorbed by the unrated class Q.

The two largest loans, the Cornerstone and RFS Hotel Portfolios,
have investment grade credit assessments. The Cornerstone
Portfolio (6.4%) consists of eight crossed multifamily loans. The
pool continues to perform well indicated by a slight increase in
DSCR to 1.93x at YE 2002 from 1.88 at issuance and a current
occupancy of 92%. The year-to-date DSCR as of June 30, 2003 was
1.71x. The RFS Hotel Portfolio (3.9%) consists of eight crossed
hotels located in seven states. The YE 2002 DSCR for the portfolio
remains strong at 2.42x, but is down from 2.70x at issuance and
has a current occupancy of 70%. The DSCR as of June 30, 2003 was
2.51.


FLEMING COS: Will Cancel Insurance Policies on Former Employees
---------------------------------------------------------------
The Fleming Debtors sought and obtained Judge Walrath's authority
to, in their discretion, cancel life insurance policies currently
covering former employees, officers and directors.

The Debtors purchased life insurance policies issued by various
life insurance providers to cover certain of their key employees,
officers and directors.  The purpose of these policies is to help
the Debtors  mitigate harm to their business that might be caused
by the untimely death of those individuals.  The Debtors own these
policies and they have the right to cancel the policies and
receive the cash surrender value of the policies upon
cancellation.

Ordinarily, certain employees, officers and directors ceased
working for or on behalf of the Debtors, thus, eliminating the
Debtors' need for the Life Insurance Policies covering those
individuals.  The Debtors currently own 40 policies.  The cash
surrender value of these policies is estimated to be $5,000,000.  
Upon cancellation, the Debtors will be entitled to receive the
money for their estates.

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: John Sindt Continues to Head Reorganized Company
------------------------------------------------------------------
Flexpoint Sensor Systems, Inc. (Pink Sheets:FLXT) announced the
executive management team who formally took over operations on
February 19th, 2004.

John Sindt, who successfully guided Flexpoint through its
bankruptcy reorganization, will continue to serve as President and
CEO, a position he has held for the last three years. Following
service in the Marine Corps in 1965, Mr. Sindt served as Constable
of Salt Lake County State of Utah for more than thirty years. From
1979-1985, Mr. Sindt owned and operated several jewelry stores in
Utah once owned by Kay Jewelers. He has held the office of
President, Corporate Secretary, and Director positions for the
National Constables Association for more than twenty years.

Donald Shelley will serve as Chief Financial Officer and Director.
Mr. Shelley is the owner of Shelley and Company Certified Public
Accountants. His firm conducts audits and performs accounting
services for individual and business clients.

Director Eric Jergensen is a Civil Engineer who holds a Bachelor
of Science degree and a MBA from the University of Utah. Mr.
Jergensen is the President and CEO of Contour Composites, Inc.
Contour is a provider of highly technical composite products for
the aerospace, industrial, and medical industries.

"We have formed a seasoned executive team who has the leadership,
knowledge, and experience to maximize our patented technology in
the marketplace," stated CEO John Sindt. "The reason why I
remained with this company through its reorganization was the
immense potential and true scope for this technology. Our previous
multimillion-dollar contracts with Fortune 500 companies and
leaders in several industries demonstrate this ability. With this
team we now have the guidance, financial discipline, and
engineering expertise to begin operations and fulfilling orders."

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.


GLACIER FUNDING: S&P Assigns Prelim. BB- Preferred Stock Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Glacier Funding CDO I Ltd./ Glacier Funding CDO I
Inc.'s $300 million floating-rate notes and preferred shares.

The preliminary ratings are based on information as of March 9,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

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

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

     -- The experience of the collateral manager;

     -- The coverage of interest rate risks through hedge
        agreements; and

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

Glacier Funding CDO I Ltd./Glacier Funding CDO I Inc. is the first
cash flow arbitrage CDO brought to market by Terwin Money
Management.
  
                   PRELIMINARY RATINGS ASSIGNED
        Glacier Funding CDO I Ltd./Glacier Funding CDO I Inc.
   
        Class                Rating           Amount (mil. $)
        -----                ------           ---------------
        A-1                  AAA                       190.00
        A-2                  AAA                        44.00
        B                    AA                         43.50
        C                    BBB                         9.00
        Preferences shares   BB-                        10.25


GOLDENTREE: Fitch Upgrades Ratings for Six Note Classes
-------------------------------------------------------
Fitch Ratings upgrades six classes of GoldenTree High Yield
Opportunities II, L.P. These rating actions are effective
immediately.

--$300,000,000 Senior Credit Facility upgraded to 'AA+' from 'AA';
--$163,000,000 Class A notes upgraded to 'AA+' from 'AA';
--$40,000,000 Class B notes upgraded to 'A+' from 'A';
--$50,000,000 Class C notes upgraded to 'BBB+' from 'BBB';
--$20,000,000 Class D notes upgraded to 'BB+' from 'BB';
--$15,000,000 Class E notes upgraded to 'B+' from 'B'.

GoldenTree High Yield Opportunities II, L.P. is a market value
collateralized debt obligation ('CDO') that closed in September
2001. The fund is managed by GoldenTree Capital Partners III LLC
(GTCP), which is a wholly owned subsidiary of GoldenTree Asset
Management L.P., a New York-based investment manager with
approximately $6.1 billion in assets under management and a focus
on fixed-income investing.

At inception, the investment manager targeted a portfolio of 50%
to 70% high-yield bonds, 20% to 30% bank loans and the balance in
mezzanine and special situations investments. Given the current
economic environment, GTCP has defensively positioned the
portfolio. At the February 13, 2004 valuation date, the fund's
portfolio was comprised of approximately 39% high-yield bonds, 56%
bank loans, 3% mezzanine and special situations investments and
the remainder in cash. As of February 13, 2004, only 4% of the
total capitalization of the fund consisted of illiquid
investments.

GTHY II is performing well, as illustrated by the fund's
consistently strong over-collateralization ('OC') cushion. At the
February 13, 2004 determination date, the discounted collateral
value covered the senior and class A debt by approximately 158%
relative to a test level of 100%. The magnitude of cushion is
comparable for the mezzanine OC tests. At the same determination
date the discounted collateral value covered the class B, class C,
class D and class E notes by approximately 144%, 130%, 126% and
125%, respectively, relative to test levels of 100%. The
consistently strong OC coverage of the rated liabilities can be
attributed to the investment manager's stable investment
philosophy and sound investment decisions.

Based on the strong performance of the portfolio and significant
over-collateralization cushion, as well as the experience and
consistent management style of the investment manager, Fitch has
upgraded the rated liabilities of GoldenTree High Yield
Opportunities II, L.P.


HOMEPORT HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: HomePort Holdings, LLC
        1777 South Harrison Street, Suite 250
        Denver, Colorado 80210

Bankruptcy Case No.: 04-13787

Type of Business: The Debtor arranges home equity loans and
                  resells bundled satellite television, long-
                  distance, Internet access and home security
                  services.  See http://www.homeport.com/

Chapter 11 Petition Date: March 2, 2004

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  Kutner Miller Kearns, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: 303-832-2400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
John Pembroke                 Contract (Insider)        $851,000
3883 Mountain Slide Trail
Evergreen, CO 84039

Charles Frederickson          Loan                      $249,300

Krendl, Krendl, Schnoff       Services                  $169,342
& Way

Ed Hoagland                   Payroll (Insider)         $127,400

McIntosh Group                Services                   $53,715

Sherman & Howard              Services                   $30,772

Metzger Associates            Trade debt                 $12,438

Holland & Hart, LLC           Trade debt                  $4,278

Richey May                    Trade debt                  $3,005

AMPCO Parking                 Trade debt                  $1,356

Allegiance Telecom            Trade debt                  $1,013

Better Business Bureau        Trade debt                    $590

ICG Communications            Trade debt                    $526

All Copy Products             Trade debt                    $518

Quality Office and Printing   Trade debt                    $516
Supply

Pinnacle Club                 Trade debt                    $503

Patrick Quinlan               Trade debt                    $397

Sierra Springs                Trade debt                    $223

Great America Leasing         Trade debt                    $197

Denver Business Journal       Trade debt                     $83


HOST MARRIOTT: Proposes $375 Million Senior Debt Offering
---------------------------------------------------------
Host Marriott Corporation (NYSE: HMT) announced that Host
Marriott, L.P., for whom the Company acts as sole general partner,
is proposing to offer in a private placement $375 million of
exchangeable senior debentures due in 2024, subject to market
conditions.  An additional $75 million may be raised if the
initial purchasers exercise their right to acquire additional
debentures in connection with the offering.  As the offering is a
private placement, it will not be made to the general public.  
Only qualified institutional buyers may participate in the
offering.  The debentures will be exchangeable into shares of Host
Marriott common stock upon the occurrence of certain events.
    
The net proceeds of the offering are expected to be used to
redeem, in part, Host Marriott, L.P.'s 7 7/8% Series B Senior
Notes due 2008.

Host Marriott (S&P, B+ Corporate Credit Rating, Stable) is a
Fortune 500 lodging real estate company that currently owns or
holds controlling interests in 113 upscale and luxury hotel
properties primarily operated under premium brands, such as
Marriott, Ritz-Carlton, Hyatt, Four Seasons, Westin and Hilton.
For further information, go to http://www.hostmarriott.com/


IMC HOME EQUITY: S&P Junks Rating on 1998-1 Class B Notes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B mortgage-backed certificates issued by IMC Home Equity Loan
Trust 1998-1 to 'CCC' from 'B'.

The lowered rating is a result of insufficient credit enhancement
to support the previously assigned rating due to negative
collateral performance. This transaction recently suffered a
realized loss that caused the overcollateralization level to
decrease by 56%. It is anticipated that credit support to the
class B certificates will be reduced during the next few months.
In the past six months, losses have, on average, surpassed excess
interest by 51%, resulting in a reduction in
overcollateralization. In addition, serious delinquencies (90-plus
days, foreclosure, and REO) have averaged 24.31% of the current
pool balance during the same six-month period. Due to these high
levels of delinquencies, the loss trend is expected to continue in
the near term.

Due to the poor performance of this pool of mortgage loans,
Standard & Poor's will continue to monitor this transaction on a
monthly basis to ensure that the assigned rating accurately
reflects the risks associated with this security.

The underlying collateral for this transaction are fixed-rate,
first and second lien mortgages on one- to four-family residential
properties.
   
                        RATING LOWERED
   
                IMC Home Equity Loan Trust 1998-1
   
                            Rating
                Class   To          From
                B       CCC         B


INTERWAVE: Legal Counsel Investigates Ex-Employee's Allegations
---------------------------------------------------------------
interWAVE Communications International Ltd. (Nasdaq: IWAV, IWAVE)
recently filed an amended report on Form 10-Q for the quarter
ended December 31, 2003. In the Explanatory Note contained in the
amended 10-Q filing, interWAVE disclosed that the Company's legal
counsel is investigating allegations from a former employee of
interWAVE. KPMG, LLP, the Company's independent auditors, has
informed interWAVE that its review of the Company's financial
statements in the 10-Q will not be completed until KPMG, LLP has
reviewed the legal counsel's investigation of the allegations.

Subsequent to this filing by the Company, the Company has been
notified by the Nasdaq Stock Market that its listing on the Nasdaq
National Market is under review. This action has been taken by
Nasdaq as a result of the Company's having filed a 10-Q for the
December 31, 2003 quarter for which auditor review was not
complete, which is not in compliance with Nasdaq Marketplace Rule
4310(c)(14). As a result of this notification, the Company's stock
symbol will be changed to "IWAVE" effective with the opening of
trading Wednesday March 10.

In the Company's formal notice from Nasdaq, the Company was given
the opportunity to appeal the potential delisting before a Nasdaq
listings qualification panel. The Company presently intends to
avail itself of that opportunity to appeal. The Company expects
that the panel meeting will take place in late March or April
2004. At this panel meeting, if the panel accepts the Company's
position, the Company would be permitted to retain its Nasdaq
listing and the "E" designation would be removed from the
Company's symbol when the Company is able to demonstrate
compliance with the Nasdaq Listing Qualification rules.

The Company expects that the investigation of the allegations by
the former employee will be completed shortly and intends to work
with its independent auditors to facilitate their review of the
allegations and the outcome of the investigation. The Company
presently anticipates to complete this process in the relatively
near term, prior to a hearing before the Nasdaq listings
qualification panel.  

                         *   *   *

In its Form 10-Q for the quarter ended December 31, 2003 filed
with the Securities and Exchange Commission, interWAVE
Communications International Ltd. also states:

                    Summary of Liquidity

"We cannot assure you that our existing cash and cash equivalents
plus short-term investments will be sufficient to meet our
liquidity requirements.  We have had recurring net losses for the
past three fiscal years.  Management is executing plans with the
intent of increasing revenues and margins, reducing spending and
raising additional amounts of cash through the issuance of debt or
equity securities, asset sales or through other means such as
customer prepayments.  If additional funds are raised through the
sale of our assets, we may be limited in the type of business we
can carry on in the future.  If additional funds are raised
through the issuance of preferred equity securities or debt
securities, these securities could have rights, preferences and
privileges senior to holders of common shares, and the terms of
any debt could impose restrictions on our operations.  The sale of
additional equity or convertible debt securities could result in
dilution to our shareholders, and we may not be able to obtain
additional financing on acceptable terms, if at all.  If we are
unable to successfully execute such plans, we may be required to
reduce the scope of our planned operations or even cease our
operations.  We cannot assure you that we will be successful in
the execution of our plans."


JOEAUTO: Gets Court Nod to Hire Ordinary Course Professionals
-------------------------------------------------------------
JoeAuto, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District Of Texas, Houston
Division, to continue the employment of the professionals in
the ordinary course of business.

Before the Petition Date, the Debtor employed various
professionals, including accountants, auditors, appraisers,
consultants, attorneys, agents and trustees, in the ordinary
course of business to provide services relating to, among other
things, routine and specialized litigation, advice on labor,
environmental and regulatory matters, preparation and analysis of
financial information concerning the Debtor and its various
locations, and other matters requiring the advice and assistance
of professionals.

The postpetition retention of such Ordinary Course Professionals
is necessary for the continued operation of the Debtor's business.  
Consequently the Court permits the Debtor to pay each Ordinary
Course Professional, without prior application to the Court, 100%
of the fees and disbursements incurred postpetition, upon
submission of an appropriate invoice setting forth in reasonable
detail the nature of the services rendered and disbursements
actually incurred.  Provided that the interim fees and
disbursements do not exceed an aggregate amount of $5,000 per
month and not to exceed $25,000 for the entire case for each
Ordinary Course Professional.

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.


KANSAS CITY: $150 Million Term Loan Facility Gets S&P's BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating and
its recovery rating of '1' to Kansas City Southern Railway Co.'s
new $250 million credit facility, consisting of a $150 million
term loan B facility due 2008 and a $100 million revolving credit
facility due 2007. Ratings on the company's existing credit
facility are withdrawn. The debt is guaranteed by parent Kansas
City Southern and certain subsidiaries. The 'BB-' corporate credit
ratings for both KCSR and Kansas City Southern are affirmed. The
new credit facilities are rated 'BB', one notch above the
corporate credit rating, indicating high expectation of full
recovery of principal in the event of default. The outlook is
negative. The Kansas City, Mo.-based Class 1 railroad has about
$850 million of lease-adjusted debt outstanding.

"The ratings on Kansas City Southern reflect its aggressive
financial profile and uncertainties related to its strategically
important investment in TFM S.A. de C.V., somewhat offset by the
favorable risk characteristics of the U.S. freight railroad
industry and the company's strategically located (albeit limited
in size) rail network," said Standard & Poor's credit analyst Lisa
Jenkins.

Kansas City Southern is a Class 1 (major) railroad, but it is
significantly smaller and less diversified than its peers. Its
core rail operations cover a 10-state region. Operating results
have been depressed by the weak economy and increased cost
pressures (especially fuel) over the past two years. Results in
2003 were also adversely affected by an adjustment in claims
reserves and significantly reduced equity in earnings from the
company's investment in Grupo Transportacion Ferroviaria Mexicana
S.A. de C.V. (TFM), the main privatized Mexican railroad. In 2003,
Kansas City Southern reported net income of $11.2 million versus
$57.2 million in 2002.

The new credit facility will consist of a $150 million term loan
maturing in 2008 and a $100 million revolving credit facility
maturing in 2007. The bank loan rating incorporates Standard &
Poor's expectation that the collateral package will retain
significant value in the event of a default or bankruptcy, and
that there is a high expectation of full recovery of principal
(100%), given the pledged collateral pool.

Kansas City Southern's relationship with its affiliate, TFM, is
strained at this time, and the status of its proposal to take
control of TFM is uncertain. Ratings incorporate room for the
company to pay its portion of the put option or for the company to
complete the TFM transaction as originally proposed. However, if
Kansas City Southern is forced to pay the full amount of the put,
or if financial performance at Kansas City Southern or TFM weakens
from expected levels, or if the TFM deal goes forward under more
onerous terms, ratings could be reviewed for a downgrade.


KEYSTONE CONSOLIDATED: U.S. Trustee Appoints Official Committee
---------------------------------------------------------------
The United States Trustee for Region 11 appointed 7 creditors to
serve on an Official Committee of Unsecured Creditors in Keystone
Consolidated Industries, Inc.'s Chapter 11 cases:

      1. The Bank of New York, as Indenture Trustee
         c/o Martin Feig, Acting Chairman
         101 Barclay St. (8 West)
         New York, NY 10286
         Tel: (212) 815-5383
         Fax: (212) 815-5131

      2. Pacholder Associates
         c/o Scott Tilford
         8044 Montgomery Rd., Suite 382
         Cincinnati, Ohio 45236
         Tel: (513) 985-3200
         Fax: (513) 985-3217

      3. Ameren Cilco
         c/o Edward C. Fitzhenry
         Assoc. General Counsel
         PO Box 66149
         St. Louis, Missouri 63166
         Tel: (314) 554-3533
         Fax: (314) 554-4014

      4. Peoria Disposal Company
         c/o Steven C. Davison
         4700 N Sterline Ave.
         Peoria, Illinois 61615
         Tel: (309) 686-8033
         Fax: (309) 688-9611

      5. WHP Health Initiatives
         c/o Kelly Simenson
         1417 Lake Cook Road
         Deerfield, Illinois 60015
         Tel: (847) 964-6748
         Fax: (847) 572-4128

      6. Midwest Mill Service
         c/o Ken Walmsley
         9300 Dix Ave.
         Detroit, Michigan 48209
         Tel: (313) 429-2281
         Fax: (313) 849-9441

      7. Independent Steel Workers Alliance
         c/o Roy Griffith
         106 Bolivia
         Bartonville, Illinois 61607
         Tel: (309) 697-0126
         Fax: (309) 697-0130

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 Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets. The Company
filed for chapter 11 protection on February 26, 2004 (Bankr. E.D.
Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at Whyte
Hirschboeck Dudek S.C., and  David L. Eaton, Esq., at Kirkland &
Ellis LLP represent the Debtors in their restructuring efforts.  
When the Company filed for protection from their creditors, they
listed $196,953,000 in total assets and $365,312,000 in total
debts.


KMART CORP: Wants Court to Reclassify 36 Florida Tax Claims
-----------------------------------------------------------
Kmart Corporation and its debtor-affiliates object to 36 claims
filed by Florida Tax Collectors for prepetition ad valorem
business personal property taxes that are in excess of the fair
market value.  The Debtors have calculated the correct appraised
and assessed valuation and resulting tax assessment and claim
amount based on the correct market value of the assets.

Accordingly, the Debtors ask the Court to reclassify the Claims
in their correct amounts.

                                                 Reclassified
     Type of Claim               Claim Amount       Amount
     -------------               ------------    ------------
     Secured Claims                $1,618,869              -
     Priority Claims                  184,358       $949,140
     Unsecured Claims                  67,675              -

(Kmart Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KOREA EXCHANGE BANK: Liquidates New York Branch  
-----------------------------------------------
The New York Branch of Korea Exchange Bank, located at 460 Park
Avenue, New York, was liquidated on February 2, 2004, under the
provisions of the New York Banking Law Section 605.11(c).
Korea Exchange Bank plans to surrender its branch license on
March 31, 2004.

The Bank will maintain a representative office at the same New
York address.  Inquiries or claims regarding the liquidation must
be directed, on or before March 31, 2004, to:

         Mr. Yeon Sup Kang
         Senior Manager, New York Branch
         Korea Exchange Bank
         212-350-7416

After March 31, direct claims or inquiries to:

         Mr. Ho Sung Lee
         Chief Representative of Korea Exchange Bank's
          Representative Office
         460 Park Avenue, New York


KOSA B.V.: S&P Revises Watch on Low-B Level Ratings to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications to negative from developing for the ratings on
polyester producer KoSa B.V.

At the same time, Standard & Poor's assigned its 'BB' senior
secured bank loan rating and a recovery rating of '2' to the
company's proposed $1.8 billion of bank credit facilities, based
on preliminary terms and conditions. The '2' recovery rating
indicates a substantial (80%-100%) recovery of principal in the
event of a default. Standard & Poor's also assigned its 'B+'
rating to the company's proposed $1.2 billion of senior unsecured
notes due 2012 to be issued under Rule 144a with registration
rights.

The ratings, including the 'BB+' corporate credit rating, were
placed on CreditWatch with developing implications on Aug. 12,
2003, following the announcement that KoSa's parent, Koch
Industries Inc. had entered into exclusive negotiations with E.I.
DuPont de Nemours & Co. regarding the possible purchase of
INVISTA, formerly DuPont Textiles & Interiors. The CreditWatch was
updated on Nov. 18, 2003, following the announcement that Koch had
agreed to purchase INVISTA from DuPont.

Proceeds from the new bank credit facilities and the senior notes
are to be used to repay amounts outstanding under the company's
existing credit facility and to finance the acquisition of INVISTA
(along with over $2 billion of cash from Koch), which will be
merged with KoSa. Houston, Texas-based KoSa has over $600 million
of total debt outstanding.

Standard & Poor's will resolve the CreditWatch when the
acquisition of INVISTA is completed. At that time, the corporate
credit rating of KoSa will be lowered to 'BB' from 'BB+', the
ratings on the existing bank credit facilities will be withdrawn,
and the ratings that are being assigned today will be affirmed.
The outlook will be stable. Following completion of the
acquisition, KoSa B.V. will likely be renamed INVISTA.

"The overall creditworthiness of KoSa, when combined with INVISTA,
will reflect an aggressive financial profile resulting from high
debt leverage at the outset of the proposed acquisition, somewhat
offset by the new KoSa's good business profile as the leading
global manufacturer and marketer of fibers and intermediates,"
said Standard & Poor's credit analyst Peter Kelly.

During the next few years, management is expected to balance
capital spending, integration efforts and modest expansion efforts
with debt reduction, thus maintaining key financial ratios at
appropriate levels for the initial ratings.

KoSa's credit quality will reflect its position as a leading
producer of fibers and intermediates, with pro forma revenues of
more than $8 billion.


LAIDLAW INT'L: Second Quarter 2004 Conference Call is on April 7
----------------------------------------------------------------
Laidlaw International (NYSE: LI; TSX: BUS), a leading provider of
transportation services and emergency department management
services, will release financial results for its fiscal second
quarter ending February 29, 2004, on Wednesday, April 7, 2004,
after market close.

The company will hold a conference call hosted by senior
management to discuss the financial results on Thursday,
April 8, 2004, at 10:00 a.m. (EST). A web cast of the conference
call will be accessible at Laidlaw International's Web site
http://www.laidlaw.com/  

To participate in the call, please dial:

        877-691-0879 - (US and Canada)

        973-582-2745 - (International)

A replay will be available immediately after the conference call
through May 8, 2004. To access the replay, dial 877-519-4471 (U.S
and Canada) or 973-341-3080 (International); access code:
4564124. Additionally, the web cast will be archived on the
Company's website.

Laidlaw International, Inc. is a holding company for North
America's largest providers of school and inter-city bus
transport, public transit, patient transportation and emergency
department management services. The company's shares are traded
on the New York Stock Exchange (NYSE: LI). Additionally, the
company's shares trade on the Toronto Stock Exchange (TSX: BUS).
For more information, visit the company's Web site at
http://www.laidlaw.com/

Laidlaw filed for chapter 11 protection on June 28, 2001 (Bankr.
W.D.N.Y. Case No. 01-14099). Garry M. Graber, Esq., at Hodgson
Russ LLP represents the Debtors in their restructuring effort.
When the company filed for protection from its creditors, it
listed $4,297,916,000 in assets and $4,763,217,000 in debt.


LDM TECHNOLOGIES: S&P Withdraws Ratings after Plastech Purchase
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Auburn
Hills, Michigan-based LDM Technologies Inc. (B- Corp. Credit
Rating/Watch Pos/--) and removed them from CreditWatch, where they
were placed on Dec. 23, 2003.

LDM is a manufacturer of plastic instrument panel and interior
components, exterior trim components, and under-the-hood
components. The action follows the completed acquisition of LDM
Technologies by Plastech Engineered Products Inc. (BB-/Stable/--).


LES BOUTIQUES SAN FRANCISCO: Brings-In Two New Directors
--------------------------------------------------------
Les Boutiques San Francisco Incorporees appoints Mr. Michel Cadrin
of Quebec City and Mr. Richard Soly of Montreal to its Board of
Directors.

Mr. Cadrin is a pharmacist by training and President of the
Groupe Michel Cadrin inc., a large Quebec City-based company
active in fields such as pharmaceuticals, food products and
petroleum as well as hotels and the sale of heavy-duty vehicles.  
The Group's holdings include the Sonerco and Axco gasoline
banners. Mr. Cadrin is also owner of a number of pharmacies that
operate under the Brunet and Cadrin banners. Very involved in the
community, he is associated with several sports and cultural
organizations in the region, including the Quebec Ramparts of
which he is one of the co-owners.

Mr. Soly is President of the Music and Retail Group of Quebecor
Media Inc., President of SuperClub Videotron and Chairman of the
Board of the Archambault Group. Mr. Soly drove the growth of the
SuperClub Videotron chain that now has 180 branches throughout
Quebec. With recognized expertise in his field, he is Chairman of
the Board of the Quebec Retail Council as well as Treasurer of
the Retail Council of Canada.

With these two appointments, the Corporation's Board of Directors
now has seven members. The other directors are: Mr. Paul Delage
Roberge, Chairman of the Board, Mr. Gaetan Frigon, Ms. Camille
Roberge, Mr. J. Lucien Perron and Mr. Pierre Marchesseault.

The Corporation obtained a court order in December under the
Companies' Creditors Arrangement Act. The restructuring plan
approved by the Court calls for the Corporation to concentrate
its ongoing activities on the Les Ailes de la Mode banner and on
its swimsuit division, including Bikini Village.


LOUDEYE: Strengthens Management Team With 2 Executive Appointments
------------------------------------------------------------------
Loudeye Corp. (Nasdaq: LOUD), the worldwide leader in business-to-
business digital media solutions, announced the appointments of
Larry Madden as executive vice president and chief financial
officer, and Bill Fasig as executive vice president of
business development, sales and marketing.  With decades of
experience across major corporations, technology companies and
music businesses, the appointments of Madden and Fasig strengthen
Loudeye's ability to capitalize on emerging opportunities in the
digital media marketplace.

"We believe Larry and Bill's extensive, executive level
experience, industry relationships and proven track record for
driving growth in both domestic and multi-national markets will be
important assets for Loudeye," said Jeff Cavins, president and
chief executive officer of Loudeye.  "The market for our digital
music solutions is rapidly expanding across the globe as more
companies realize the impact of digital music on their business.  
We look forward to having Larry and Bill's strategic expertise and
global business development experience to accelerate our worldwide
presence and drive the deployment of our products and services."

            Larry Madden, Loudeye's Executive Vice President
                   and Chief Financial Officer

Madden brings nearly 20 years of experience in senior financial
management, most recently serving as executive vice president,
chief financial officer and chief administrative officer for
Equity Marketing, Inc., a Los Angeles based provider of integrated
marketing services for connecting multinational corporate brands
with popular entertainment content. Previously, Madden was
executive vice president and chief financial officer for Atomic
Pop, an online music distribution and marketing venture.  Before
that he served as senior vice president and chief financial
officer for the recorded music and music publishing investments of
Wasserstein & Co., Inc., an investment bank.  Madden also held
executive financial roles at Def Jam Records and Polygram
International, a leading music and entertainment company. He began
his career at Ernst & Young, where he spent 8 years in the firm's
media and entertainment practice.

"As consumers' preference continue to shift from physical delivery
to legitimate digital media stores and services, the revenue
potential for Loudeye increases substantially while our partners
find new opportunities for online distribution," said Larry
Madden, Loudeye's executive vice president and chief financial
officer.  "I look forward to being part of this team and helping
drive the next generation of business-to-business digital media
services."

As executive vice president and chief financial officer, Madden
will oversee all aspects of Loudeye's financial operations, human
resources and administration, legal and business affairs, and
strategic planning.  Loudeye's current chief financial officer,
Jerry Goade, is assuming the role of senior vice president of
finance.

"As we continue to grow on a global scale with increasingly
complex deal structures, we will draw on the expertise and
strategic insight from our senior financial executives," said Jeff
Cavins, Loudeye's president and chief executive officer.  "Adding
Larry to this team enhances our financial leadership in managing
the future growth of the company."

        Bill Fasig, Loudeye's Executive Vice President of
           Business Development, Sales and Marketing

Prior to joining Loudeye, Fasig served as senior vice president of
worldwide marketing and corporate affairs for VeriSign, Inc.,
where he was responsible for the development, implementation, and
management of worldwide marketing strategies.  In addition, Fasig
supervised campaigns for corporate, divisional and geographic
business units as well as directed regulatory issues, government
relations and industry affairs.  In 2001, Fasig was named AdWeek's
Technology Marketing magazine's "Marketer of the Year."  Before
VeriSign, Fasig served as vice president of corporate
communications for Compaq, and was chairman and managing director
of the global technology practice at Young & Rubicam/Burson-
Marsteller.  Prior to that, he held several senior management
roles during his 9-year tenure at Apple Computer and served as a
policy analyst for the U.S. Department of Defense.

In his new role, Fasig will oversee all aspects of Loudeye's
worldwide business development and sales, corporate
communications, brand building and marketing strategy and
execution -- helping to facilitate the further adoption of
Loudeye's turnkey digital music and media solutions across the
globe.

"The digital music market stands at a pivotal point where
companies are seeking offerings to meet growing consumer demand
and content owners are looking for new, secure revenue
opportunities. Loudeye is perfectly positioned in the middle of
the value chain with a strong solution suite and robust media
operations infrastructure," said Bill Fasig, Loudeye's executive
vice president of business development, sales and marketing.  "I
look forward to furthering Loudeye's leadership position,
expanding our market penetration and driving growth for the
company worldwide."

                     About Loudeye Corp.

Loudeye is the worldwide leader in business-to-business digital
media solutions and the outsourcing provider of choice for
companies looking to maximize the return on their digital media
investment.  Loudeye combines innovative products and services
with the world's largest music archive and the industry's leading
digital media infrastructure enabling partners to rapidly and cost
effectively launch complete, customized digital media stores
and services.  Loudeye, The Business Behind Digital Media(TM). For
more information, visit http://www.loudeye.com/

                         *   *   *

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Loudeye Corp. reports:

                  Going Concern Uncertainty

"We have incurred losses since inception, have an accumulated
deficit, and have experienced negative cash flows from operations
since our inception and the expansion and development of our
business may require additional capital. As a result of these
issues, our independent accountants included an explanatory
paragraph in their opinion on our audited consolidated financial
statements for the year ended December 31, 2002 raising
substantial doubt about our ability to continue as a going
concern.

"Management has restructured our operations, reduced our work
force, renegotiated leases, and taken other actions to limit our
expenditures. In addition, we raised $11.5 million in net proceeds
from the sale in August 2003 of common stock and warrants
exercisable for common stock. Finally, we have executed an
agreement to sell substantially all of the assets and certain
liabilities of our media restoration services subsidiary for $1.2
million, of which $900,000 will be paid at closing and $300,000
will be paid upon the satisfaction of certain conditions. However,
there can be no assurance that our cash balances will be
sufficient to sustain our operations until profitable operations
and positive cash flows are achieved. Consequently, we may require
additional capital to fund our operations. There can be no
assurance that capital will be available to us on acceptable
terms, or at all.

"If we fail to generate positive cash flows or obtain additional
capital when required, we could continue to modify, delay or
abandon some or all of our business and expansion plans."


LTV CORP: Court Clears Settlement Pact with Cuyahoga County, Ohio
-----------------------------------------------------------------
The LTV Steel Company, Inc., sought and obtained Court approval
for a settlement agreement with Cuyahoga County, Ohio, including
the Treasurer of Cuyahoga County, and the Official Committee of
Administrative Claimants.

                Sale of Cuyahoga County Assets

By an order entered on February 28, 2002, the Bankruptcy Court
approved the sale of substantially all of the assets of the
Integrated Steel Business to WLR Acquisition Co., now known as
International Steel Group, Inc., for $80,000,000 in cash, less
certain adjustments, and the assumption of certain liabilities.  
The Acquired Assets included facilities located throughout
Illinois, Indiana and Ohio, and LTV Steel's Cleveland Works
facility and the LTV Technology Center, each of which is located
in whole or in part in Cuyahoga County, Ohio.  The closing of the
Integrated Steel Sale transactions occurred on April 12, 2002 for
the hard assets and May 13, 2002 for the inventory.

                     The Tax Obligations

For tax years 2000, 2001 and 2002, LTV Steel failed to pay the
County:

       (i) $6,305,872.00 in real property taxes with respect to
           the Cleveland Works facility;

      (ii) $110,953.00 in real property taxes with respect to
           the LTV Tech Center; and

     (iii) $7,018,303.72 in personal property taxes with respect
           to its personal property subject to the County's tax
           jurisdiction.

The County asserted statutory liens against various of the
Acquired Assets sold in the Integrated Steel Sale.  The ISG Sale
Order provided that the sale of the Acquired Assets was free and
clear of all liens, claims and encumbrances.  The liens on the
Acquired Assets were transferred to the net proceeds of the
Integrated Steel Sale, in the order of their priority, with the
same validity, force and effect before the sale.

                   The Allocation Dispute

The ISG Sale Order contained provisions describing the process
pursuant to which the Bankruptcy Court would determine the
allocation of the Net Proceeds among the Acquired Assets.  
Pursuant to those provisions, on May 15, 2002, the Debtors filed
an Amended Notice of Allocation of Net Proceeds of the Integrated
Steel Sale.  The Allocation Notice stated that the Net Proceeds
were expected to be $65,000,000.  The Debtors proposed an
allocation based on the valuation of the Acquired Assets.  
Under the Allocation Notice, the Cleveland Works facility was to
be allocated $0 of the Net Proceeds and the LTV Tech Center was to
be allocated $1,900,000 of the Net Proceeds.  The County objected
to the Allocation Notice and asserted that the Debtors' allocation
and corresponding valuations undervalued the property in which the
County asserted its liens.

In the Allocation Order, the Bankruptcy Court allocated
$445,470.23 of the Net Proceeds to the Cleveland Works facility
-- both real and personal property -- and allocated $2,182,804.14
of the Net Proceeds to the LTV Tech Center.

The County appealed the Allocation Order.  The appeal is currently
pending before Judge John R. Adams of the United States District
Court for the Northern District of Ohio, Eastern Division.  The
appeal has been consolidated with other appeals of the Allocation
Order in an action styled "Hunter Corporation, et al. v. LTV Steel
Company, Inc., et al."  The ACC was granted leave to intervene in
the Allocation Appeal by District Court Order entered in the
Allocation Appeal on August 29, 2003.

                     The State Litigation

Before the Petition Date, the Tax Commissioner of Ohio issued
amended preliminary assessments to LTV Steel, alleging that LTV
Steel had undervalued its personal property for certain years in
the 1990s.  The increase in value set forth on the amended
preliminary assessments would result in additional personal
property taxes owed by LTV Steel to certain political subdivisions
of the State of Ohio, including the County.  LTV Steel filed
petitions for reassessment with the Ohio Department of Taxation,
challenging the increased values set forth in the amended
preliminary assessments.  The Tax Commissioner affirmed his
initial determination of value.  LTV Steel then appealed the
matter to the Ohio Board of Tax Appeals where it is now pending.

Furthermore, in early 1998, LTV Steel filed a complaint against
the valuation of real property for the tax year 1997, seeking a
reduced valuation, for tax purposes, of the real property portion
of the Cuyahoga County Assets with the Cuyahoga County Board of
Revision. In early 2001, LTV Steel filed a second complaint
against the valuation of real property for the tax year 2000,
seeking a reduced valuation, for tax purposes, of the real
property portion of the Cuyahoga County Assets with the Board of
Revision.  Because LTV Steel paid real property taxes for the tax
years 1997 and 2000 on the basis of the values determined by the
County auditor for those years, the values asserted by LTV Steel
in the 1997 Complaint and the 2000 Complaint, if successfully
asserted, would result in a refund to LTV Steel of several million
dollars.  The 1997 Complaint and the 2000 Complaint remain pending
before the Board of Revision.

              Summary of the Terms of the Settlement

After negotiations between LTV Steel, the ACC and the County, the
parties reached an agreement in principle regarding the settlement
of the matters in dispute in all forums.  The material terms of
the Settlement are:

       (1) The County, LTV Steel and the ACC will enter into
           and file a stipulation to dismiss the County's appeal
           of the Allocation Order, with prejudice;

       (2) The County's Administrative Claim is allowed for
           $3,301,793.49;

       (3) The County will also be allowed a secured claim for
           $2,696,587.44;

       (4) LTV Steel will satisfy the Allowed Secured Claim
           by making a cash payment to the County for
           $2,696,587.44;

       (5) The County agrees to take appropriate actions to
           release and discharge any and all liens, claims or
           interests it has in the Net Proceeds;

       (6) The parties will take necessary steps to dismiss
           any administrative appeals filed by LTV Steel
           with respect to the taxes previously assessed by
           the County or the State of Ohio, which assessments
           are being resolved by the Settlement -- specifically
           including the Petitions for Reassessment, the 1997
           Complaint and the 2000 Complaint;

       (7) The County waives, discharges and releases LTV Steel,
           the other Debtors, the Debtors' Chapter 11 estates
           and certain other parties from all tax claims.  The
           County further covenants not to sue the parties for
           any tax claims or causes of action, other than to
           enforce its rights under the Settlement Agreement;
           and

       (8) The rights of LTV Steel, the ACC and the County are
           fixed by the terms of the Settlement Agreement,
           regardless of any subsequent developments in the
           Debtors' Chapter 11 cases or in the Allocation
           Appeal.

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)


MERIT SECURITIES: Fitch Affirms & Cuts Ratings on Series 13 Notes
-----------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Merit
Securities Corp. manufactured housing contract, Series 13.

        --Class A3 affirmed at 'AAA';
        --Class A4 downgraded to 'AA-' from 'AAA';
        --Class M-1 downgraded to 'BBB+' from 'AA';
        --Class M-2 downgraded to 'BB+' from 'A';
        --Class B-1 downgraded to 'B+' from 'BBB';

In addition, classes A3, A4, M-1, M-2 and B-1 are removed from
Rating Watch Negative.

The rating actions reflect the poor performance of the collateral
pool and are a result of both the losses incurred to date and the
level of losses expected in the future.

The collateral supporting Merit 13 was originated by Origen
Financial (Origen), previously under the name Dynex Financial,
Inc.. Origen currently services this transaction. Origen's
outstanding servicing portfolio is $1.3 billion as of year-end
2003.

The manufactured housing industry is experiencing its worst
downturn ever. Relaxed credit standards, overbuilding by
manufacturers, and the difficulties relating to servicing this
unique asset have all contributed to poor performance of MH
securities. Fitch believes the industry will continue to struggle
for some time. Servicers must still contend with saturated
repossession inventories, and Fitch does not expect recoveries on
sold repossessions to improve in the near future. In addition,
given the depreciating nature of the assets, as pools have
seasoned, recoveries have generally declined. For these reasons,
Fitch expects recovery rates to remain at low levels for some
time.

When forecasting transaction performance and assessing credit risk
to the bonds, Fitch begins by determining an expected loss
percentage for the remaining current pool balance. This figure is
a product of default frequency and loss severity assumptions which
Fitch feels are the most likely to occur. Fitch then uses stressed
variations of these 'expected case' assumptions to determine loss
expectations at the various rating categories. Finally, Fitch
values the excess spread available to cover losses at each rating
category to determine how much subordination is required for any
bond to be assigned a given rating. A change in the expected case
loss assumption affects loss assumptions at each rating category
and consequently the amount of credit enhancement required at each
rating category.

The A3 and A4 classes have a current credit enhancement (excluding
a Collateral Fund) of approximately 40%, compared with an initial
credit enhancement of 32%. The class M1 has current enhancement of
approximately 24.5%, compared with an initial credit enhancement
of 22%. The class M2 has current enhancement of approximately 14%,
compared with an initial credit enhancement of 15%. The class B-1
has current enhancement of approximately 6.5%, compared with an
initial credit enhancement of 11%. In addition, the pool is
experiencing on average a 5% constant default rate, a 75% loss
severity and has experienced 12.25% in cumulative losses.

This transaction benefits from two additional credit enhancement
features. On the closing date, Merit deposited additional MH loans
into a Collateral Fund with an original principal balance of
$15.11 million ($7.1 million currently outstanding). The interest
payments from this fund are available to cover interest payment to
the senior bonds and losses on the pool. The principal payments
are available to cover losses on the pool. Additionally, interest
payments payable to the subordinated class B2 and B3 bonds
(privately placed) will be redirected as part of principal
payments to the more senior bonds in the event of insufficient
funds due to losses.

Fitch affirms the 'AAA' rating for the class A3. Classes A3 and A4
are paid sequentially, with class A3 receiving all principal
payments before class A4. Over the last three months, class A3 has
been paying down at an average principal payment of $1.6 million
per month. Based on this pay-down rate, the class A3 would be paid
off within 24 months. In addition, with the growth of enhancement
for class A3 each month due to de-leveraging, Fitch believes that
there is sufficient enhancement to maintain the 'AAA' rating on
class A3.

While credit enhancement has grown for some of the bonds, current
losses to date and Fitch's future loss expectations for the pool
exceed Fitch's original loss expectations, causing the rating
downgrades listed above.


MG ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MG Enterprises Corporation
        5425 Weld County Road 32, Unit #15
        Longmont, Colorado 80504

Bankruptcy Case No.: 04-13053

Chapter 11 Petition Date: February 23, 2004

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Robert H. Carpenter, Esq.
                  4901 East Dry Creek Road #102
                  Centennial, CO 80122
                  Tel: 303-771-0607

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
FC Mortgage                   1st mortgage            $1,750,000
c/o Leanne B. De Vos
Sherman & Howard, LLC
633 17th St. #3000
Denver, CO 80202

Lake Thomas Development Corp  2nd mortgage              $727,000
5425 Weld County Rd. 32
Longmont, CO 80504

Rick Nicoletti                                          Unstated


MGM MIRAGE: Proposed $300M Senior Debt Issue Gets S&P's BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
MGM MIRAGE's proposed $300 million 5.875% senior notes due
Feb. 27, 2014. This offering is an add-on to the $225 million
5.875% senior notes due Feb. 27, 2014, issued by MGM MIRAGE in
February 2004. Proceeds from this offering will be used to reduce
amounts outstanding under the company's revolving credit facility.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'BB+' corporate credit rating. Las Vegas,
Nev.-based MGM MIRAGE is one of the world's largest gaming
companies. The outlook is stable. Total debt outstanding was
approximately $5.5 billion at Dec. 31, 2003.   

Ratings for MGM MIRAGE reflect its significant reliance on one
market (Las Vegas), high debt leverage, a relatively aggressive
financial policy, and high near-term capital spending levels.
These factors are offset by its high-quality, relatively new, and
well-located assets on the Las Vegas Strip, experienced management
team, and leadership position in the high-end segment of the
gaming industry.

"Standard & Poor's expects that the operating environment in Las
Vegas will continue to improve during the next few quarters and
that MGM MIRAGE will benefit given its favorable position in the
market," said Standard & Poor's credit analyst Michael Scerbo.
However, the company's somewhat more aggressive financial policy
during 2003 leaves little room for credit measures to deteriorate
within the current rating and outlook.


MICRO COMPONENT: Receives $5 Million Financing from Laurus Funds
----------------------------------------------------------------
Micro Component Technology, Inc. (OTCBB:MCTI) has received $5
million in financing from Laurus Master Fund, Ltd., a New York
City based institutional fund that specializes in providing asset-
based financing to growing, public companies.

Pursuant to this financing, Laurus is providing the Company with a
$3 million secured revolving line of credit. Laurus Funds may
convert $750,000 of the facility to the Company's common stock at
a price of $1.92 per share which represents a premium of 9% to the
market price of the common stock at the time of closing.
Additionally, Laurus is providing the Company $2.0 million in
long-term convertible notes, convertible to Laurus Funds at a
price of $1.79 per share. The long-term convertible notes will be
repaid by the Company over the three-year term of the agreement.
This credit facility is secured by all the assets of the Company.
In connection with the execution of this credit facility, the
Company issued Laurus Funds a seven-year warrant to purchase
400,000 shares of the Company's common stock at exercise prices
ranging from $2.30 to $2.80. The Company's present lending
relationship with Silicon Valley Bank was terminated as a result
of this transaction.

MCT's Chief Executive Officer, Roger E. Gower, commented, "This
financing with Laurus Funds both lowers our short term borrowing
costs and affords us the flexibility to meet our working capital
needs in the present rising markets. This agreement reflects the
true effectiveness of our restructuring efforts undertaken over
the last year and half and gives the needed financial strength to
capitalize on our new strip product technologies and increase our
competitive positions in the marketplace."

MCT -- whose September 27, 2003 balance sheet shows a total
stockholders' deficit of $7,695,000 -- is a leading manufacturer
of test handling and automation solutions satisfying the complete
range of handling requirements of the global semiconductor
industry. MCT has recently introduced several new products under
its Smart Solutions line of automation products, including
Tapestry, SmartMark, and SmartSort, designed to automate the back-
end of the semiconductor manufacturing process. MCT believes it
has the largest installed IC test handler base of any
manufacturer, with over 11,000 units worldwide. MCT is
headquartered in St. Paul, Minnesota, with its core manufacturing
operation in Penang, Malaysia. MCT is traded on the OTC Bulletin
Board under the symbol MCTI.


MIDWEST PHYSICIAN: Fitch Cuts Bond Rating to Speculative Grade
--------------------------------------------------------------
Fitch Ratings downgrades the approximately $20.7 million Illinois
Health Facilities Authority revenue refunding bonds, series 1998
(Midwest Physician Group Ltd.; MPG) to 'BB' from 'BBB-'. The
Rating Outlook is Stable.

The rating downgrade is primarily due to MPG's sizeable reduction
in medical staff since Fitch's initial rating in 1994, continued
operating losses, very low debt service coverage, and bond
covenant violation.

MPG experienced a negative 6.3% operating margin ($2.6 million
loss from operations) in fiscal 2003, a significant decline from a
negative 0.7% in the prior year, and the seventh loss in the last
eight years. While Fitch notes MPG's operations are generally
close to break-even, the loss in 2003 is larger due to the
termination of MPG's exclusive provider contract with Olympia
Fields Hospital, MPG's primary inpatient referral center, and a
$1.1 million accounts receivable write-down.

The expired service agreement, combined with the closing of
Columbia/HCA's Hyde Park facility in 1996, has led MPG to close
some of its centers, eliminate physicians, and focus more on
developing its outpatient services. Fitch believes the smaller
physician group size (from 209 in 1994 to 81 currently) could pose
challenges related to managed care contracting, especially given
Chicago's competitive provider market.

In addition, one of Fitch's primary concerns is MPG's ability to
recruit and retain physicians going forward. Maximum annual debt
service coverage by EBITDA for fiscal 2003 was only 0.1 times,
compared to 1.5x in fiscal 2002. Bond covenants require a two-year
average coverage ratio of at least 1.1x, causing MPG to be in
violation of its bond covenant in 2003 and 2004. MPG was required
to retain a consultant due to the covenant violation and has
notified Fitch that it has already entered into a contract.

MPG's main credit strength is its adequate liquidity. Days' cash
on hand at Dec. 31, 2003 was 130 days, above Fitch's 'BBB' median
of 112 days, providing MPG with some financial flexibility. Fitch
also notes that although MPG's medical staff has been reduced, it
is still the largest physician group in its service area.

Fitch's Stable Outlook reflects MPG's ability to completely change
its business plan from being hospital based to predominantly
outpatient focused. While Fitch believes the change in focus could
result in improved efficiencies from MPG having more control over
its operations, ongoing concerns remain as to MPG's ability to
retain its current medical staff and stabilize as a break-even
operation.

Additionally, Fitch believes the 2004 budgeted 0.5% operating
margin will be difficult to achieve given its negative 1.8% margin
through the six-month interim period, despite additional revenues
expected from HMO bonuses in the third and fourth quarters.

MPG is an 81-physician, independent, multi-specialty, physician
practice group with various locations in the south and southwest
Chicago markets. Disclosure to Fitch has been good and management
provides quarterly information to investors, which is viewed
favorably.


MIRANT CORP: Woos Court to Approve Texas Eastern Settlement Pact
----------------------------------------------------------------
Mirant Americas Energy Marketing LP and Texas Eastern
Transmission LP are parties to several agreements:

   * Transportation Agreement No. 910016, dated October 31,
     2000, which provides for transportation services under
     Texas Eastern's Rate Schedule FT-1 for a maximum daily
     quantity of 30,000 dth/day on the 24-inch pipe with a
     primary term from November 1, 2001 to October 31, 2011
     -- the First Transportation Agreement;

   * Transportation Agreement No. 910019, dated October 31,
     2000, which provides for transportation services under
     Texas Eastern's Rate Schedule FT-1 for a maximum daily
     quantity of 100,000 dth/day on the 30-inch pipe with a
     primary term from November 1, 2001 to October 31, 2008
     -- the Second Transportation Agreement;

   * Transportation Agreement No. 711506, dated July 2, 1993,
     which provides for interruptible transportation services
     under Texas Eastern's Rate Schedule IT-1 for a maximum
     daily quantity of 50,000 dth/day with a primary term from
     November 1, 1993 to June 30, 1994, and continuing from year
     to year thereafter -- the Third Transportation Agreement;

   * Transportation Agreement No. B11506, dated July 2, 1993,
     which provides for interruptible backhaul transportation
     services under Texas Eastern's Rate Schedule IT-1 for a
     maximum daily quantity of 50,000 dth/day with a primary
     term from November 1, 1993 to June 30, 1994, and continuing
     from year to year thereafter -- the Fourth Transportation
     Agreement;

   * Transportation Agreement No. 770213, dated June 22, 2000,
     which provides for interruptible transportation services
     under Texas Eastern's Rate Schedule LLIT-1 for a maximum
     daily quantity of 50,000 dth/day with a primary term from
     June 22, 2000 to June 21, 2001, and continuing from year to
     year thereafter -- the Fifth Transportation Agreement;

   * Transportation Agreement No. BB0213, dated June 22, 2000,
     which provides for interruptible backhaul transportation
     services under Texas Eastern's Rate Schedule LLIT-1 for a
     maximum daily quantity of 50,000 dth/day with a primary
     term from June 22, 2000 to June 21, 2001, and continuing
     from year to year thereafter -- the Sixth Transportation
     Agreement; and

   * Transportation Agreement No. 500161, dated November 25,
     1996, which provides for interruptible storage services
     under Texas Eastern's Rate Schedule ISS-1 for a maximum
     storage quantity of 2,920,000 dth/day, a Maximum Daily
     Injection Quantity of 15,009 dth/day, and a Maximum Daily
     Withdrawal Quantity of 48,667 dth/day, with a primary term
     from November 25, 1996 to November 30, 1997, and
     continuing from year to year thereafter -- the Storage
     Agreement.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that MAEM's obligations under the Transportation
and Storage Agreements are secured by a $4,920,136 letter of
credit issued by Wachovia Bank, National Association for the
benefit of Texas Eastern.

                           The Releases

According to Ms. Campbell, Mirant Corporation has released, on a
non-recallable basis:

   * 6,000 dth/day of the capacity provided for in the First
     Transportation Agreement to Sempra Energy Trading Corp.
     for a primary term from November 1, 2003 to October 31,
     2004, at Texas Eastern's maximum tariff rate;

   * 10,000 dth/day of the capacity provided for in the Second
     Transportation Agreement to Southern Connecticut Gas Co.,
     for a primary term from November 1, 2003 to October 31,
     2008, at Texas Eastern's maximum tariff rate; and

   * 5,000dth/day of the capacity provided for in the Second
     Transportation Agreement to Consolidated Edison Energy,
     Inc. for a primary term from August 1, 2003 to May 31,
     2005 at Texas Eastern's maximum tariff rate.

Mirant has also released, on a recallable basis, 13,000 dth/day
of the capacity provided for in the Second Transportation
Agreement to Southern Connecticut for the months of November
through and including March, for a primary term from November 1,
2002 to March 31, 2007 at Texas Eastern's maximum tariff rate.

                          The Settlement

Ms. Campbell reports that the Debtors commenced negotiations with
Texas Eastern to reach a compromise that would benefit the
Debtors' estates and avoid litigation with Texas Eastern.  The
goal of these negotiations was to determine the amount of Texas
Eastern's rejection damage claim against the Debtors' estates and
to establish the effect of the rejection of the Transportation
and Service Agreements on the Releases.  The parties successfully
reached a compromise.

The Settlement Agreement provides that:

   (a) The Debtors will reject the Transportation and Service
       Agreements effective March 31, 2004;

   (b) The Releases will remain in effect and all parties will
       continue to perform as required thereunder until the
       Releases expire;

   (c) In full and final satisfaction of all claims of Texas
       Eastern arising under or in connection with the
       Transportation and Storage Agreements:

         (i) MAEM will pay Texas Eastern $4,720,136;

        (ii) MAEM will pay Texas Eastern all amounts due and
             owing for services provided under the
             Transportation and Service Agreements, through
             March 31, 2004; and

       (iii) Texas Eastern will have an allowed, prepetition
             claim against Mirant and MAEM as a result of the
             rejection of the Transportation and Service
             Agreements amounting to $20,000,000;

   (d) The Settlement Payment will be satisfied by a draw of
       $4,720,136 by TETCO on the LC; and

   (e) The parties will mutually release all claims and
       potential claims, including avoidance action claims
       arising under the Bankruptcy Code, relating to or
       arising from any payments, proposed amendment, rejection,
       breach of, or default under the Transportation and
       Storage Agreements or the Letter of Credit that occur on
       or after the date on which the Court may enter an order
       approving the Settlement Agreement.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement.  The Debtors also seek Judge Lynn's
permission to reject the Transportation and Service Agreements,
effective as of March 31, 2004.

Ms. Campbell contends that the Settlement Agreement is fair and
reasonable given that:

   (i) An outright rejection of the Transportation and Service
       Agreements could result in damage claims exceeding
       $70,000,000, including damage claims asserted by Texas
       Eastern and by the parties to the Releases.  The
       Settlement Agreement minimizes the damage claims to about
       $25,000,000;

  (ii) Assumption of the Transportation and Storage Agreements
       is not as beneficial as the settlement because they are
       significantly "out of the money" as to MAEM;

(iii) Because of the complexity of the Transportation and
       Storage Agreements, litigation regarding the rejection
       damage claim would be complex and quite possibly involve
       expert testimony;

  (iv) Since the Debtors and Texas Eastern are parties to other
       interruptible agreements the Debtors are not seeking
       rejection at this time, the Debtors believe that it is
       important to maintain a working relationship with Texas
       Eastern and that the Settlement Agreement will assist in
       preserving this relationship; and

   (v) Being "out of the money" contracts, the Debtors avoid
       future losses by rejecting the Transportation and Storage
       Agreements now.

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)


NATIONAL BENEVOLENT: Has Until April 17 to File Schedules
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, San
Antonio Division, gave the National Benevolent Association of the
Christian Church and its debtor-affiliates an extension to file
their schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtors have until
April 17, 2004 to file their Schedules of Assets and Liabilities
and Statement of Financial Affairs.

Headquartered in Saint Louis, Missouri, The National Benevolent
Association of the Christian Church (Disciples of Christ) --
http://www.nbacares.org/-- manages more than 70 facilities  
financed by the Department of Housing and Urban Development (HUD)
and owns and operates 18 other facilities, including 11 multi-
level older adult communities, four children's facilities and
three special-care facilities for people with disabilities.  The
Company filed for chapter 11 protection on February 16, 2004
(Bankr. W.D. Tex. Case No. 04-50948).  Alfredo R. Perez, Esq., at
Weil, Gotshal & Manges, LLP represents the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed more than $100 million in both
estimated debts and assets.


NET PERCEPTIONS: Obsidian Urges Stockholders to Vote Against Plan
-----------------------------------------------------------------
Obsidian Enterprises, Inc. (OTC Bulletin Board: OBDE), a holding
company headquartered in Indianapolis, announced that it filed
definitive proxy materials with the Securities and Exchange
Commission on March 5, 2004, in connection with the special
meeting of stockholders of Net Perceptions to be held March 12,
2004, and commenced distributing its proxy materials to Net
Perceptions' stockholders. As elaborated in Obsidian's proxy
materials, Obsidian urges Net Perceptions' stockholders to vote
AGAINST the plan of liquidation proposed by Net Perceptions'
management.

Obsidian previously announced that it sent a letter to Net
Perceptions' stockholders dated March 5, 2004 urging stockholders
to wait to act until they had received Obsidian's definitive proxy
materials. Obsidian has mailed its definitive proxy materials;
however, stockholders who wait to act may be deprived of their
right to vote. Stockholders who plan to submit proxies in
connection with the special meeting are urged to act immediately.
Only proxies received before the special meeting scheduled for
10:00 a.m., Central Standard Time, on March 12, 2004, may be voted
at the special meeting. If a stockholder has already returned Net
Perceptions' proxy card, and Obsidian does not receive a later-
dated proxy card from the stockholder before the special meeting,
the stockholder's shares will be voted in accordance with its
prior proxy card. If a stockholder has not returned any other
proxy card, and Obsidian does not receive the stockholder's proxy
card before the special meeting, the non-vote of the stockholder's
shares will have the same effect as a vote AGAINST approval and
adoption of the plan of liquidation proposed by Net Perceptions'
management. Stockholders may read Obsidian's definitive proxy
materials on the SEC's Web site at http://www.sec.gov/

Obsidian filed a Registration Statement on Form S-4 and a Tender
Offer Statement with the Securities and Exchange Commission on
December 15, 2003 and an amendment to each on December 17, 2003.
Obsidian filed additional amendments to the Tender Offer Statement
on December 23, 2003, January 21, 2004, February 17, 2004,
February 20, 2004, February 27, 2004, and March 5, 2004. It
anticipates filing further amendments to these documents this
week.

The amended offer is scheduled to expire at 5:00 p.m., New York
City time, on March 17, 2004, unless the offer is extended. The
offer is subject to certain conditions, including that:

* Net Perceptions takes appropriate action to cause its poison
  pill to not be applicable to the offer;

* we are satisfied that Section 203 of the Delaware General
  Corporation Law will not be applicable to the contemplated
  second-step merger;

* stockholders tender at least 51% of the outstanding shares of
  common stock of Net Perceptions; and

* Net Perceptions not take any further action in connection with
  the liquidation or dissolution of Net Perceptions.

The Exchange Agent for the exchange offer is StockTrans, Inc., 44
West Lancaster Avenue, Ardmore, Pennsylvania 19003. The
Information Agent for the exchange offer is Innisfree M&A
Incorporated, 501 Madison Avenue, 20th Floor, New York, New York
10022.

Obsidian is a holding company headquartered in Indianapolis,
Indiana. It conducts business through its subsidiaries: Pyramid
Coach, Inc., a leading provider of corporate and celebrity
entertainer coach leases; United Trailers, Inc., and its division,
Southwest Trailers, manufacturers of steel-framed cargo, racing
ATV and specialty trailers; U.S. Rubber Reclaiming, Inc., a butyl-
rubber reclaiming operation; and Danzer Industries, Inc., a
manufacturer of service and utility truck bodies and steel-framed
cargo trailers.


NEW CONSTRUCTION: Taps Gary & Goodman as Bankruptcy Counsel
-----------------------------------------------------------
New Construction, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia, Alexandria Division, for permission
to retain and employ Gary & Goodman PLLC, as its counsel.

The Debtor has determined the Gary & Goodman has considerable
experience in matters of this nature and believes that the firm is
well qualified to represent it in this proceeding.  The Debtor
reports that Gary & Goodman will assist it in the performance of
its duties in this case, as well as provide advice and assistance.

The attorneys who will primarily be responsible for this matter
and their current billing rates are:

         Professional Name      Billing Rate
         -----------------      ------------   
         Stuart H. Gary         $400 per hour
         Linda D. Regenhardt    $300 per hour
         Nancy D. Greene        $200 per hour
         Harold Hancock         $160 per hour
         Rachel Goldstein       $140 per hour

Headquartered in Manassas, Virginia, New Construction, Inc.,
provides site development, road construction and utilities
services.  The Company filed for chapter 11 protection on
February 17, 2004 (Bankr. E.D. Va. Case No. 04-10657).  Linda
Dianne Regenhardt, Esq., at Gary & Goodman PLLC represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $6,470,124 in total
assets and $21,018,941 in total debts.


NEWTOWN PROPERTIES: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Newtown Properties, LLC
        5 Pritchard Lane
        Westport, Connecticut 06470

Bankruptcy Case No.: 04-50257

Chapter 11 Petition Date: February 27, 2004

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Mark L. Bergamo, Esq.
                  The Marcus Law Firm
                  111 Whitney Avenue
                  New Haven, CT 06510
                  Tel: 203-787-5885

Total Assets: $1,750,000

Total Debts:  $5,420,531

Debtor's 18 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Hudson United Bank                                      $778,414
130 North Main St.
Southington, CT 06489

Bank of Westport              Mortgage                  $350,000
180 Port Road East
Westport, CT 06880

Bank of Westport                                        $350,000
180 Port Road East
Westport, CT 06880

Elwood Pack                                             $300,000
171 Woody Lane
Fairfield, CT 06432

Esther C. Pack et al.                                   $278,000
94 Roberton Crossing
Fairfield, CT 06432

Esther C. Pack et al.                                   $275,000
94 Roberton Crossing
Fairfield, CT 06432

Elwood Pack & Barbara Bauner                            $250,000

Elwood Pack et al.                                      $144,000

Stevenson Lumber Co.                                     $86,500

Elwood Pack et al.                                       $81,000

Alliance Heating & Air                                   $13,500
Conditioning

Ace Hardware Mill Creek                                  $10,881

Cary Corp, dba New England                                $7,500

A-1 Services, Inc.                                        $7,398

H.O. Penn Machinery Co., Inc.                             $6,354

The Hartford                                              $4,792

James Accousti                                            $3,326

M&M Precast Corp.                                         $3,039


NHC COMMS: Second Quarter 2004 Results is Being Webcast Today
-------------------------------------------------------------
Notification:

           NHC Communications Inc. (NHC)
           Second Quarter 2004 Results
           March 11th 2004 at 5:00 PM (ET)

    -- To listen to this event, visit using your web browser:

    http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID(equalsign)755700   

At October 31, 2003, the Company's balance sheet shows a working
capital deficit of about $7 million, and a total shareholders'
equity deficit of about $6.5 million.

NHC Communications Inc. is a leading provider of products and
services enabling the management of voice and data communications
for telecommunication service providers. NHC's ControlPoint(TM)
solutions utilize a high-performance software driven Element
Management System controlling an automated, true any-to-any copper
cross-connect switch, to enable incumbent local exchange
carriers and other service providers to remotely perform the four
key tasks that historically have required manual on-site
management. These four tasks fundamental to all operations are
loop qualification, deployment and provisioning, fallback
switching and service migration of Voice and Data services
including DSL and T1/E1. Using ControlPoint(TM) NHC's customers
avoid the risk of human error and dramatically reduce labour and
operating costs. NHC maintains offices in Montreal, Quebec; Paris,
France; and Manassas, Virginia. "ControlPoint(TM)" is a trademark
of NHC Communications Inc. NHC may be contacted through its web
site at http://www.nhc.com/


NORSKE SKOG: Gets S&P's BB Rating for $225MM Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
pulp and paper producer Norske Skog Canada Ltd.'s proposed US$225
million senior unsecured notes due 2014. At the same time, the
'BB' long-term corporate credit rating and 'BB+' senior secured
debt rating on Vancouver,B.C.-based NorskeCanada were affirmed.
The outlook is negative.

Proceeds from the issue are to be used to refinance the existing
US$200 million 10% notes due 2009 issued formerly by Pacifica
Papers Inc., and for general corporate purposes. The effect of the
transaction on the company's credit parameters is expected to be
minimal.

"The ratings on NorskeCanada reflect the company's average cost
position in groundwood papers and narrow revenue base, which
expose the company to weak financial performance at the bottom of
the cycle," said Standard & Poor's credit analyst Clement Ma.
These risks are partially offset by the company's moderate
financial policies.

NorskeCanada's profitability and cash flows are currently
unfavorable for the ratings category. Recent performance reflects
the company's average cost structure and vulnerability to pricing
for newsprint, groundwood papers, and pulp, which has squeezed
operating margins significantly. The company has made progress in
improving its cost position with the achievement of C$104 million
in annualized run rate savings as of Dec 31, 2003, ahead of its
initial C$100 million target. The benefits of the program have
helped the company support year-over-year improvement in financial
performance for 2003, which makes it unique among its peers.

The negative outlook reflects Standard & Poor's uncertainty that
NorskeCanada can achieve financial performance at trend levels
that are commensurate with the ratings. The company is expected to
average EBITDA interest coverage of 4.0x and funds from operations
to total debt of 15%-20% through the cycle. Failure to make
progress toward these targets in the near term will result in a
downgrade.


NORSKE SKOG: Proposes Private Placement Offering of Senior Notes
----------------------------------------------------------------
Norske Skog Canada Limited intends to sell, on a private placement
basis, approximately US$225 million in aggregate principal amount
of senior notes with a proposed maturity of 2014 through an
offering within the United States pursuant to Rule 144A under the
Securities Act of 1933, and in certain Canadian Provinces.

The net proceeds of the offering of the Senior Notes will be used
to purchase or redeem the Company's outstanding US$200 million 10%
Senior Notes due 2009, including for payment of accrued interest
and related fees and expenses. The Company intends to use the
balance of the net proceeds of the offering for general corporate
purposes.

The Senior Notes have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.

NorskeCanada (S&P, BB Senior Unsecured Notes Rating, Negative
Outlook) - formerly Norske Skog Canada -- is North America's third
largest newsprint and specialty groundwood papers company, serving
the publishing and commercial printing industries.


NORSKE SKOG: Commences Cash Tender Offer for 10% Senior Notes
-------------------------------------------------------------
Norske Skog Canada Limited commenced a cash tender offer to
purchase all of its outstanding $200 million principal amount of
10% Senior Notes due 2009. In conjunction with the tender offer,
the Company is soliciting consents to effect certain proposed
amendments to the indenture governing the Senior Notes. The tender
offer and consent solicitation are being made pursuant to an Offer
to Purchase and Consent Solicitation Statement dated March 9,
2004, and a related Consent and Letter of Transmittal, which more
fully set forth the terms and conditions of the tender offer and
consent solicitation.

The total consideration to be paid to holders that tender their
Senior Notes and deliver their consents prior to 5:00 p.m., New
York City time, on March 22, 2004, will be equal to $1,053.75 per
$1,000 principal amount of the Senior Notes, which includes a
consent payment of $30.00 per $1,000 principal amount of the
Senior Notes (if such Senior Notes are accepted for purchase).
Holders that tender their Senior Notes after 5:00 p.m. on
March 22, 2004, and prior to the expiration of the tender offer
will receive $1,023.75 per $1,000 principal amount of the Senior
Notes (if such Senior Notes are accepted for purchase). In
addition, the Company will pay accrued and unpaid interest on
the purchased Senior Notes up to, but not including, the date such
Senior Notes are accepted for purchase by the Company (if such
Senior Notes are accepted for purchase). The tender offer will
expire at 12:01 a.m., New York City time, on April 6, 2004, unless
extended or earlier terminated by the Company.

Among other things, the proposed amendments to the indenture
governing the Senior Notes would eliminate most of the indenture's
principal restrictive covenants and would amend certain other
provisions contained in the indenture. Adoption of the proposed
amendments requires the consent of the Holders of at least a
majority of the aggregate principal amount of the Senior Notes
outstanding. Holders who tender their Senior Notes will be
required to consent to the proposed amendments and Holders may not
deliver consents to the proposed amendments without tendering
their Senior Notes in the tender offer. Tendered Senior Notes may
be withdrawn and consents may be revoked at any time prior to the
expiration of the consent solicitation, but not thereafter.

The Company intends to redeem all Senior Notes not tendered and
accepted for payment shortly after the expiration or termination
of the tender offer at a redemption price of $1,050 for each
$1,000 principal amount of the Senior Notes, plus accrued and
unpaid interest to, but not including, the redemption date.

Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is
contained in the Offer to Purchase and Consent Solicitation
Statement dated March 9, 2004, and related documents. Copies of
these documents can be obtained by contacting Global Bondholder
Services Corporation, the information agent, at (866) 873-7700
(toll free) or (212) 430-3774 (collect). Merrill Lynch & Co.
and Banc of America Securities LLC are the exclusive dealer
managers and solicitation agents. Additional information
concerning the terms and conditions of the tender offer and
consent solicitation may be obtained by contacting Merrill Lynch &
Co. at (888) ML4-TNDR (toll free) or (212) 449-4914 (collect) and
Banc of America Securities LLC at (888) 292-0070 (toll free) or
(704) 388-9217 (collect).

The tender offer is subject to various conditions including the
receipt of consents necessary to approve the amendments to the
indenture governing the Senior Notes and the completion of an
offering by the Company of approximately $225 million aggregate
principal amount of senior notes with a proposed maturity of 2014.
The Company intends to pay the consideration under this tender
offer and consent solicitation from the proceeds of the offering
of the notes. These notes will not be registered under the
Securities Act of 1933, as amended, or any state securities laws,
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

NorskeCanada (S&P, BB Senior Unsecured Notes Rating, Negative
Outlook) - formerly Norske Skog Canada -- is North America's third
largest newsprint and specialty groundwood papers company, serving
the publishing and commercial printing industries.


ONEIDA: Reschedules Q4 & Year-End Earnings Release to March 17
--------------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) announced that the release of its results
for the fourth quarter and fiscal year ended January 31, 2004 has
been rescheduled from March 10, 2004 to Wednesday, March 17, 2004
after the market closes. Finalization of the results is taking
longer than anticipated, primarily due to the accounting for the
company's previously announced ongoing restructuring activities.

The conference call that was scheduled for March 11, 2004 also has
been revised. Management will host a rescheduled conference call
with analysts and investors on Thursday, March 18, 2004 at 9:00
a.m. ET to discuss the Company's results and operating performance
for the fourth quarter and year ended January 31, 2004. The
conference call will be broadcast live over the Internet at

                    http://www.oneida.com/

To access the webcast, participants should visit the Investor
Relations section of the web site at least 15 minutes prior to the
start of the conference call to download and install any necessary
audio software. This will be archived for 30 days, beginning one
hour after the call.

                         About Oneida Ltd.

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

                         *   *   *

As reported in the Troubled Company Reporter's March 3, 2004
edition, Oneida Ltd. (NYSE:OCQ) obtained further waiver extensions
through March 15, 2004 from its lenders in regard to the company's
financial covenants and in respect to certain payments that are
due. Previously announced waivers were effective through
March 1, 2004.

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

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


OWENS CORNING: Pushing Court to Expunge 612 Asbestos Claims
-----------------------------------------------------------
Owens Corning and its debtor-affiliates the Court to disallow and
expunge 612 asbestos-related property damage claims.

On the Petition Date, six asbestos property damage claims were
pending against Owens Corning and Fibreboard Corporation.  Two
had been active in the prior five years.  This small number of
claims was not unusual.  In fact, in the five years leading up to
the Petition Date, Owens Corning, for example, paid to resolve
four asbestos property damage claims.  In total, over the 15-year
period prior to the Petition date, Owens Corning paid $13,800,000
for individual asbestos property damage claims.  Fibreboard's
total was even less -- $7,700,000.

The vast majority of prepetition asbestos property damage claims
against Owens Corning and Fibreboard were resolved for no money
at all.  Indeed, over 90% of all asbestos property damage claims
against the Debtors were so-called "zero pays," generally because
the claimant lacked product identification, or the claim was
untimely.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the establishment of the Bar Date
attracted property damage claims and property damage claim values
far in excess of the Debtors' historical experience.  In all, 693
asbestos property damage proofs of claim were filed against the
Debtors asserting claims in excess of $797,000,000.  The claimed
value of $797,000,000, while greatly out of proportion to the
Debtors' historical experience, is apparently only the start.  
That is the case because only 65 of the 319 property damage
claims against Owens Corning and only 26 of the 276 property
damage claims against Fibreboard asserted a claimed amount.  The
other 98 Claims were filed against the other Debtors and were
essentially duplicate claims of those filed against Owens Corning
or Fibreboard.  All but one of the 693 claims are unliquidated,
contingent and disputed claims.  

The Debtors do not dispute Claim No. 7123, which is a class proof
of claim filed on behalf of the In re Asbestos School Litigation
class action claimants in the amount of Owens Corning's
outstanding obligations under a prepetition settlement agreement.  
On April 9, 2002, the Court approved a stipulation permitting the
filing of this claim.  The Debtors are now preparing a
stipulation to honor the terms of the prepetition class action
settlement after the Plan Effective Date.

On January 7, 2003, the Debtors sought to disallow property
damage claims that failed to provide any supporting documentation
whatsoever, duplicate claims and claims filed after the Bar Date.  
In February 2003, the Court disallowed and expunged 34 claims
filed by claimants who did not respond to the Debtors' objection.  
Also around this time, 37 claimants withdrew their property
damage claims and 33 duplicate claims were disallowed.

The Debtors also asked the Court to issue a case management order
requiring the remaining asbestos property damage claimants to
provide the Debtors with certain basic information both to
discover whether the property damage claimants actually had any
basis for filing a proof of claim and, if so, to enable the
Debtors to begin to assess the validity and value of these
claims.  

On March 31, 2003, the Court entered a case management order.

               Non-Responding Asbestos PD Claimants

Mr. Pernick informs the Court that 361 Asbestos Property Damage
Claimants failed to respond to the Case Management Order,
including these claims:

   Claimant                            Claim No.    Claim Amount
   --------                            ---------    ------------
   Alliance Public Schools                8226          $100,000
   Homer Community School                 3203               474
   City of Newark                         8943         1,122,529
   Isd 23 Frazee-Vergas Schools           5433             1,008
   Main Plaza Associates, Ltd.            8935            45,541
   Northwestern Mutual Life               8240         6,620,000
   Our Mother of Sorrows School           5625           157,000
   Tommy Lamb                             5878             1,100
   W.P. Grace and Company                 6520         3,000,000

The deadline to respond to the Case Management Order was July 29,
2003, and as of that date, the holders of the 361 Property Damage
Claims failed to provide the Debtors with any Supporting
Evidence.  Those claims should therefore be disallowed and
expunged in their entirety, Mr. Pernick asserts.

                        Wrong Debtor Claims

In addition, 50 Claims were filed against the Debtors other than
Owens Corning or Fibreboard.  Because no other Debtor, apart from
Owens Corning or Fibreboard, is associated with asbestos property
damage claims, these Claims should be disallowed and expunged in
their entirety.  These claims include:

   Claimant                            Claim No.    Claim Amount
   --------                            ---------    ------------
   City of Newark                         5582        $1,122,529
                                          8932         1,122,529
                                          8944         1,122,529
                                          9071         1,122,529
                                          9131         1,122,529

   Herman Barish                          5568               600

   Main Plaza Associates, Ltd.            8889            45,541
                                          9242            45,541
                                          8901            45,541

   Pittsburgh New Church School           6785             2,639

              School Class Action Settlement Claims

In response to the Case Management Order, 128 property damage
claimants provided at least the name and address of the building
upon which their claim is based.  With the names and addresses of
the buildings, the Debtors were able to search their computerized
database to determine if any of the claims had been settled prior
to the Petition Date.  A review of these records demonstrates
that 32 Claims belong to the In re Asbestos School Litigation
class action, and their claims against Owens Corning were
resolved prepetition pursuant to the School Class Action
Settlement.  These 32 Claims are being resolved under the In re
Asbestos School Litigation class claim, the filing of which was
approved by the Court.  The Debtors ask the Court to disallow and
expunge the 32 Claims so that they may be resolved pursuant to
the Class Proof of Claim and the prepetition Class Settlement.  
These claims include:

   Claimant                            Claim No.    Claim Amount
   --------                            ---------    ------------
   Milwaukee Public Schools               6288        $3,667,362
   Aquinas School                         7879        not stated
   Corpus Christi School                  7880        not stated
   Linton High School                     7884        not stated
   Our Lady of Good Counsel School        7891        not stated
   Saint John School                      7897        not stated
   St. Agnes School                       7887        not stated
   St. Mary School                        7858        not stated
   St. Charles Borromeo Church            7865        not stated
   St. Michael School                     7853        not stated

                 Non-Complying Asbestos PD Claims

According to Mr. Pernick, there are 73 Claims that failed to
provide any information either in response to the Case Management
Order or with their proof of claim indicating that the Debtors'
asbestos-containing products were used in their buildings.  Thus,
the Claims should be disallowed.  The Claims include:

   Claimant                            Claim No.    Claim Amount
   --------                            ---------    ------------
   Alliance Public Schools                8229          $100,000
   Blackhawk School District              5974            51,945
   City of Newark                         9116         1,122,529
   Conestoga Valley School District      11956           563,786
   Lawrence University                    6424         2,794,771
   Napoleon Area City Schools             7492           329,500
   Niskayuna Central School               3384           338,472
   Powerline Oil Company                  7059           110,076
   Solanco School District                8848           214,723
   Tazwell Investment Fund LLC            8016           129,467

The Debtors searched their computerized database for evidence
tying the Debtors' products to these buildings.  The Debtors
found no evidence.  

                    State Law Objections

The Debtors also object to and dispute each of those property
damage claims on the grounds that each of the 612 claims is not a
valid liability of the Debtors under the applicable state law,
and because the Debtors have valid state law defenses to each of
those claims, including, but not limited to, applicable statutes
of limitations.  In addition, even if the Debtors are found to be
liable for any of these claims, the Debtors dispute the amount of
the asserted liability.  

               Other Deficient Asbestos PD Claims

The Debtors also dispute the vast majority of remaining property
damage claims because the information provided in response to the
Case Management Order or with their proof of claim demonstrates
that the asserted claims are barred by the applicable statute of
limitations or the claim is based on products, which the Debtors
did not manufacture.  

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


PACIFIC GAS: Asks Court to Stretch Claims Objection Deadline
------------------------------------------------------------
Pursuant to the confirmed Settlement Plan, the deadline for
Pacific Gas and Electric Company to object to claims against the
estate, other than administrative expense claims, is the
effective date of the Plan.  While the Plan Effective Date has
not yet occurred, the Plan contemplates that the Effective Date
will occur by March 31, 2004.

Under the Plan, all ISO, PX and Generator Claims in Class 6
constitute Disputed Claims, which will be resolved in accordance
with the refund proceedings before the Federal Energy Regulatory
Commission.  Those Claims will be allowed following the
resolution of the FERC Refund Proceedings.  The Plan precludes
PG&E from seeking Bankruptcy Court intervention in matters
relating to the FERC Refund Proceedings, although PG&E retains
the right to object to the ISO, PX and Generator Claims on other
grounds.

Since the FERC Refund Proceedings remain pending and are not
expected to be resolved by the March 31 anticipated Effective
Date, PG&E asks Judge Montali to extend its deadline to file
objections to the ISO, PX and Generator Claims until the date the
Claims are allowed under the Plan.  PG&E also requests that the
extension will apply to other components of Claims containing
ISO, PX and Generator Claims, even if those components are not
directly affected by the resolution of the FERC Refund
Proceedings.

Given the complex nature of the Refund Proceedings and the
controversy and parties involved, the FERC is not expected to
make determinations regarding the amounts owed to and owing by
relevant parties until the latter part of 2004 at the earliest,
and quite possibly not until 2005.

PG&E also asks Judge Montali to extend its objection deadline
with respect to:

   -- other claims that are expected to be affected by the
      resolution of the FERC Refund Proceedings.  These include
      claims under PG&E's Reliability Must Run Agreements, claims
      for imbalance energy and energy services and claims by
      qualifying facilities pursuant to their power purchase
      agreements with PG&E; and

   -- claims which are subject to pending objections or otherwise
      constitute Disputed Claims as of the Effective Date, until
      30 days after the objections or disputes with respect to
      those Claims are resolved.  The extension will conserve
      estate resources by preventing PG&E from being forced to
      make potentially unnecessary objections which might
      otherwise be required if the objections or disputes were
      not resolved before the Effective Date.

PG&E also proposes that the Claims subject to the extension be
deemed Disputed Claims under the Plan until the expiration of the
Objection Deadline so it may avoid paying claims that are later
disallowed.

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)   


PACIFIC GAS: Secures Commitments for $2.9 Billion Financing
-----------------------------------------------------------
Pacific Gas and Electric Company has secured commitments for $2.9
billion in credit facilities to support its working capital needs
and to refinance certain obligations related to pollution control
bonds. The funds also may be used to pay a portion of the
utility's creditor claims on the effective date of the plan of
reorganization, which is the earliest date that draws on these
facilities may be made.

On March 5, 2004, the company entered into the following
agreements:

    -- An $850 million three year revolving credit facility.  The
       loan will be used primarily to cover operating expenses and
       seasonal fluctuations in working capital, and may be used
       to pay creditors on the effective date of the plan of
       reorganization.

    -- Agreements providing for the sale of a portion of the
       company's electricity and natural gas customer accounts
       receivable to commercial paper conduits or banks for up to
       $650 million.

    -- Four reimbursement agreements under which the lender has
       agreed to issue approximately $620 million in new letters
       of credit to support approximately $614 million in
       pollution control bonds that will be reinstated on the
       effective date of the plan of reorganization.

    -- Two term loan facilities related to the remaining pollution
       control bonds:  One of these facilities will provide $345
       million to fund the purchase or redemption of certain
       pollution control bonds on the effective date.  The other
       facility will enable the company to satisfy its obligation
       to reimburse lenders for approximately $454 million drawn
       upon during the Chapter 11 proceeding to redeem certain
       pollution control bonds.

The California Public Utilities Commission authorized the exit
financing structure, including these transactions, on January 8,
2004. The Commission's financing team concurred with the exit
financing structure on March 4, 2004; this concurrence was
necessary under the terms of the settlement agreement.

Implementation of the plan of reorganization is subject to various
conditions, among which are the receipt of investment grade credit
ratings and the consummation of the public offering of the long-
term debt that represents the balance of the financing needed to
enable Pacific Gas and Electric Company to emerge from Chapter 11.


PANACO INCORPORATED: Richard Lehmann Highlights Bonds in Column
--------------------------------------------------------------
Richard Lehmann shared his 2004 outlook for high yield bonds and
corporate defaults and talks about Panaco Incorporated (OTC:PNOIQ)  
in a story available exclusively on Zacks.com at
http://at.zacks.com/?id=84

Here are the highlights from the Featured Expert column:

          The Outlook for High Yield Bonds in 2004
               from the February newsletter

The high-yield bond market has been on a tear since late 2002.
This phenomenal change in perception was no doubt stimulated
primarily by the end of the 2000-02 default cycle, which saw a
virtual meltdown of high-yield credits. The prevailing logic being
that, with a growing economy and a cleanout of shaky companies,
the surviving issuers were good for some time to come. History
would bear out this opinion, but then times do change and every
meltdown has new wrinkles.

Coming out of the latest meltdown, Richard Lehmann sees signs that
the groundwork for the next disaster is being laid early. This is
mainly due to the fact that yields in the investment grade market
are so abysmal that only by increased risk can fixed income
investors receive the kind of returns they have gotten used to.
What they fail to recognize is that high-yield bond investing is
more analogous to total return stock investing than to fixed
income investing. Hence, in the high rate environment of the past,
gains from rate declines contributed as much or more to total
return as the actual interest payments. In the current single-
digit junk bond yield environment where there is little or no
default risk premium, the capital gain aspect of total return is
most likely to be a capital loss.

                      Corporate Default  

Panaco Incorporated (OTC:PNOIQ) owns and operates 180 oil and gas
wells in the Gulf of Mexico Coast region. The company originally
filed for Chapter 11 protection in Texas on July 16, 2002. On
January 22, 2004, Foothill capital filed a disclosure statement
regarding the first amended plan of reorganization for Panaco. If
holders of the $100 million face value outstanding 10 5/8% notes
vote to accept the plan, they will receive their pro rata portion
of the Recovery Trust Assets and a their pro rata portion of 5% of
the reorganized equity interest. This amounts to a projected 2.5%
recovery for the bondholders.

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PARMALAT GROUP: US Units Seek to Continue Cash Management System
----------------------------------------------------------------
To efficiently and seamlessly operate their businesses, the U.S.
Parmalat Group Debtors employ a cash management system that
collects, concentrates, and disburses funds generated by their
operations among their operating entities.  By utilizing the Cash
Management System, the U.S. Debtors facilitate their cash
forecasting and reporting, monitor the collection and disbursement
of funds, and maintain control over the administration of their
bank accounts located at various banks.

Pursuant to their Cash Management System, Farmland and Milk
Products, the operating companies, each maintains its own deposit
accounts into which its receivables are deposited.  The deposited
funds are transferred on an as-needed basis into a Farmland
concentration account maintained at Citibank, N.A. Amounts swept
out of Milk Products' Deposit Account into the Concentration
Account are recorded on Farmland's books and records as an
intercompany payable to Milk Products.

Farmland also maintains six accounts for disbursements, including
payroll and customer rebates.  The Disbursement Accounts are
funded from the Concentration Account on an as-needed basis.  
Milk Products' financial obligations are paid out of one of
Farmland's Disbursement Accounts, and each payment is recorded on
Farmland's books and records as an intercompany receivable from
Milk Products.  At the end of each month, Farmland reconciles
Milk Products' intercompany payables and receivables and the
balance, if any, is rolled over into the next month.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that the U.S. Debtors' Cash Management
System constitutes an ordinary course, essential business
practice.  The Cash Management System provides significant
benefits to the U.S. Debtors including, inter alia, the ability
to:

      (i) control corporate funds;

     (ii) ensure the maximum availability of funds when
          necessary; and

    (iii) reduce administrative expenses by facilitating the
          movement of funds and the development of more timely
          and accurate account balance information.

Maintaining the existing Cash Management System is necessary for
the effective reorganization of the U.S. Debtors' operations.

At the First Day Hearing, Judge Drain authorized the U.S. Debtors
to continue to manage their cash pursuant to the Cash Management
System.  Judge Drain, however, requires the U.S. Debtors to
maintain accurate records of all transfers within the Cash
Management System so that all postpetition transfers and
transactions will be adequately and promptly documented in, and
readily ascertainable from, their books and records.

The Cash Management System may be modified to allow the U.S.
Debtors to comply with the $35,000,000 postpetition financing
they secured from General Electric Capital Corporation.

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)   


PARMALAT: US Units Get Okay to Maintain Existing Bank Accounts
--------------------------------------------------------------
The United States Trustee has established "Operating Guidelines
and Financial Reporting Requirements Required in All Cases Under
Chapter 11," which mandate, among other things, the closure of a
Parmalat debtor's prepetition bank accounts and the opening of new
bank accounts.  This requirement is designed to provide a clear
line of demarcation between prepetition and postpetition claims
and payments, and helps protect against the inadvertent payment of
prepetition claims by preventing the banks from honoring checks
drawn before the Petition Date.

However, Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in
New York, points out that in other large Chapter 11 cases, the
Bankruptcy Court has recognized that the strict enforcement of
the requirement that a debtor close its bank accounts does not
serve the rehabilitative process of Chapter 11.  Accordingly, the
Bankruptcy Court has waived such requirements and replaced them
with similar alternative procedures in In re WestPoint Stevens
Inc., et al., Case No. 03-13532 (RDD) (Bankr. S.D.N.Y. June 2,
2003); In re WorldCom, Inc., et al., Case No. 02-13533 (AJG)
(Bankr. S.D.N.Y. July 22, 2002); In re Adelphia Business
Solutions, Inc., et al., Case No. 02-11389 (REG) (Bankr. S.D.N.Y.
March 27, 2002); and In re Enron Corp., et al., Case Nos., 01-
16033 through 16047 (AJG) (Bankr. S.D.N.Y. December 3, 2001).

Mr. Holtzer asserts that similar authorization is appropriate in
the U.S. Debtors' Chapter 11 cases.  If the U.S. Debtors are not
permitted to maintain and utilize their existing bank accounts,
their ordinary financial affairs and business operations will be
seriously disrupted, causing delay in the administration of their
estates.  Setting up new systems and opening new accounts will
also add costs to their estates.

In the ordinary course of business, the U.S. Debtors maintain 24
bank accounts with a number of different banks.  Three of the
Banks where the U.S. Debtors maintain accounts do not appear on
the U.S. Trustee's List of Authorized Bank Depositories for the
Southern District of New York.  These Banks are comprised of:

      (i) Comerica,
     (ii) Columbus Bank and Trust, and
    (iii) Regions Financial Corp.

All of these banks are members of the Federal Deposit Insurance
Corporation.

The U.S. Debtors do not maintain over $100,000 in their Columbus
accounts and, accordingly, the amounts are fully insured by the
FDIC.  The Debtors maintain two accounts at Comerica, one for
general checking uses and one as a payroll account.  The Comerica
Checking Account has a $500 balance.  The amounts in the Comerica
Payroll Account, before every payroll cycle, will exceed
$100,000, but generally will not go over $130,000.  The Regions
account is a deposit account for Milk Products.  The balance of
the Regions account is generally between $150,000 and $500,000.

The U.S. Debtors believe that their transition to Chapter 11 will
be smoother and more orderly, with minimum harm to operations, if
the Bank Accounts are continued with the same account numbers
following the commencement of their cases.  However, the checks
issued or dated before the Petition Date will not be honored,
absent a prior Court order.

"By preserving business continuity and avoiding the disruption
and delay to the Debtors' payroll activities and businesses that
would necessarily result from closing the Bank Accounts and
opening new accounts, all parties-in-interest, including
employees, vendors, and customers, will be best served," Mr.
Holtzer says.

To facilitate the U.S. Debtors' transition into Chapter 11, Judge
Drain waives the U.S. Trustee's Operating Guidelines and
authorizes the U.S. Debtors to:

   -- designate, maintain and continue to use any or all of their
      Bank Accounts in the names and with the account numbers
      existing immediately before the Petition Date;

   -- deposit funds in and withdraw funds from the Bank Accounts
      by all usual means including, without limitation, checks,
      wire transfers, automated transfers and other debits; and

   -- treat their Bank Accounts for all purposes as debtor-in-
      possession accounts.

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)   


PG&E NATIONAL: Files Third Amended Plan & Disclosure Statement
--------------------------------------------------------------
On February 26, 2004, National Energy & Gas Transmission, Inc.
(formerly PG&E National Energy Group Inc.) delivered its Third
Amended Reorganization Plan and Disclosure Statement to the Court.

                   Continuation of Operations

The Third Amended Plan provides that, even if Reorganized NEG's
power generation and pipeline businesses, including interests in
USGen New England, Inc., are retained or sold, NEG will continue
to own and manage real estate worth $50,000,000, and own
additional miscellaneous non-cash assets up to a $20,000,000
value, including a barge and certain power plants.

                Issuance of New Debt Securities

With respect to the New Notes to be secured by pledges of the
equity interests in NEG's directly owned subsidiaries, the Third
Amended Plan states that the pledges will, on a pari passu basis
but subject to a priority in favor of the Tranche A Notes upon
certain asset/equity sales, be subject to the first priority
pledge of the equity interests in favor of the lender under the
Working Capital Facility.  The new indentures will contain
various covenants affecting Reorganized NEG and certain of its
subsidiaries, but will not include:

   (a) USGen;

   (b) the subsidiaries whose equity interests or assets are to
       be transferred to lenders pursuant to the Plan; and

   (c) certain other subsidiaries.

The forms of indentures for the New Notes will be filed with the
Court before the commencement of the Confirmation Hearing.

              Class 3 -- General Unsecured Claims

Under the Third Amended Plan, the Allowed Class 3 Claimholders
will receive, among others, its Ratable Share of a Catch-Up
Distribution and any Additional Sale Distributions, if
applicable.  The Distributions will be pursuant to the New Stock
Option Plan.

According to the proposed distributions under the Third Amended
Plan, the Allowed Class 3 Claims total $3,357,000,000 -- a
$244,000,000 difference from the $3,113,000,000 proposed under
the Second Amended Plan.

The provisions regarding the allowance of specified guarantee
claims includes an additional provision, which states that:

   "If no Project Guarantee Claim Objection is duly filed in
   accordance with the provisions of [the Plan], or if any
   such objection that has been filed is overruled, then any
   right of the Debtor or the Reorganized Debtor to seek
   reimbursement or exercise any right of subrogation under
   the applicable Project Guarantee from the applicable
   entities that were or are borrowers under the applicable
   project loan documents shall be extinguished."

              Claim Related to the Attala Facility

The Third Amended Plan provides information about NEG's Attala
facility.  Under the Plan, claims against NEG asserted under a
tolling agreement guarantee in connection with the termination of
the Tolling Agreement between Attala Energy Company, LLC, and
Attala Generating Company, LLC, are capped at $300,000,000 plus
costs of collection.

The Attala Certificateholders -- those entities that purchase
debt securities relating to Attala Generating -- have asserted
$976,000,000 General Unsecured Claims against NEG allegedly
arising from, among other things, the Tolling Agreement
guarantee.  Moreover, the Attala Certificateholders have asserted
that NEG must be substantively consolidated with certain of its
non-Debtor controlled subsidiaries, including Attala Energy and
Attala Generating.

NEG is still analyzing whether any amounts are due under the
Tolling Agreement Guarantee or under the certain Indemnity
Guaranties.

The Third Amended Plan indicates that the total amount to be
distributed to all Allowed Class 3 Claimholders will not be
affected regardless of the total amount of Allowed Class 3
Claims.  Rather, an increase in the total amount of Allowed
Class 3 Claims will decrease the actual recovery of all other
Class 3 Claimants.  In the event that NEG is liable for any
amounts due to Attala and the Certificateholders more than
$229,585,000, distributions to Allowed Class 3 Claimholders will
be diluted.  Depending on the ultimate amount of Allowed Class 3
Claims, the dilution may be significant and could potentially
reduce the percentage recovery for Allowed Class 3 Claims to 35%.

      Distributions to Holders of Old Senior Notes Claims

The Third Amended Plan specifies that, on the date of initial
distribution, Reorganized NEG will immediately pay the reasonable
fees and expenses of Wilmington Trust Company as the Old
Indenture Trustee -- including fees and expenses of counsel --
outstanding as of the Effective Date, not exceeding $500,000.

       Prepetition Tax Sharing Agreement with PG&E Corp.

The Official Committee of Unsecured Creditors for the ET Debtors
asserts that certain of the ET Debtors may be entitled to receive
some benefits associated with the tax sharing agreement between
PG&E Corp. and NEG such that, as a result, certain of the ET
Debtors may assert sizeable claims against NEG.  In the event
that the parties cannot reach an agreement, NEG, the ET Debtors
and the ET Creditors Committee reserve all rights with respect to
any claim by any of the ET Debtors for the tax benefits and
related matter.

                       Claims Resolution

The Third Amended Plan reflects the corrected total amount of
"timely filed asserted claims, excluding claims, if any, by
certain insiders and certain intercompany claimants not required
to file claims by the Bar Date," to be $4,049,000,000 and not
$4,049,000 as previously disclosed.

The Debtors, including the ET Debtors, USGen, and NEG's non-
Debtor subsidiaries, which were not required to file proofs of
claim in advance of the Bar Date, have a number of intercompany
claims running between and among them which in the aggregate
totals hundreds of millions of dollars.  NEG is not aware of any
significant disputes with respect to claims involving its
Controlled Subs.  Nonetheless, to enhance the certainty of
recovery by the NEG creditors and to avoid establishing large,
unnecessary reserves, before the Confirmation Date, NEG expects
to present a request under Sections 502 and 363 of the Bankruptcy
Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure,
settling and resolving all intercompany claims.  The result of
the 9019 Motion will be, in part, to fix and establish for all
purposes the amount of the intercompany claims.  If NEG is unable
to reach a resolution with each of the Controlled Subs, NEG will
seek to establish an intercompany bar date in its case.

At present, NEG does not believe that it has substantial
obligations owing to any of the Controlled Subs.  If USGen or the
ET Debtors were to assert substantial claims against NEG it might
impact the amount and timing of distributions to creditors in
Class 3.  In its estimation of distributions to Allowed Class 3
Claimholders, NEG assumes that USGen and the ET Debtors will not
have any Allowed Claims.  While NEG hopes to reach an agreement
with USGen on all tax issues, there can be no assurance that a
consensual result can be achieved.  Unresolved USGen claims will
be treated as Disputed Claims.

                       The Pipeline Sale

The Third Amended Plan discloses the contemplated sale of NEG's
Gas Transmission Northwest Corporation assets.  In February 2004,
after in-depth review of submitted bids and consultation with
Lazard Freres & Co. LLC and NEG's other legal advisors, and after
extensive arms-length negotiations, NEG selected TransCanada
American Investment, Ltd., a wholly owned subsidiary of
TransCanada Corporation, as the "stalking horse" bidder for the
GTNC assets.  NEG executed a Stock Purchase Agreement with
TransCanada American and TransCanada Corp. on February 24, 2004.  
TransCanada American will purchase all of the issued and
outstanding shares of GTNC's capital stock for $1,203,000,000 in
cash and assume all of the outstanding long-term debts of GTNC,
which aggregates $500,000,000.

                     The IPP Portfolio Sale

The U.S. Trustee complained that the previous disclosure
statements failed to provide detailed information regarding the
IPP Portfolio sale transaction.  In the Third Amended Disclosure
Statement, NEG reports that it received revised bids and mark-ups
of the equity purchase agreements from three of the six bidders
-- including from two bidders who have teamed up to make a joint
bid.  Two of the three bidders were selected for a second round
process during which bidders are continuing to conduct due
diligence, including follow-up meetings and conference calls.  
NEG will continue negotiations with the bidders and intends to
select a "stalking horse" bidder.

                       Mediation Protocol

With respect to the ET Debtors' proposed mediation protocol, the
Third Amended Plan indicates that NEG may participate in the
Mediation Protocol to the extent that it has exposure with
respect to the subject Trading Guarantees.

                        Litigation Trust

The Third Amended Plan provides that on the Plan Effective Date,
the litigation trust to be established in accordance to an
agreement which sets forth the powers and responsibilities of a
litigation trustee will be funded in an amount to be jointly
determined by the Official Committee of NEG Unsecured Creditors
and the Official Noteholders Committee.

In the event that the Official Committees cannot agree on the
amount of funding for the Litigation Trust, NEG will determine
the amount of funding, which will be within the range provided by
the Official Committees.  However, each Official Committee will
have the right to file an objection with the Court as to the
amount selected by NEG solely on the grounds that the amount is
inconsistent with the interests of creditors or with public
policy.  NEG will contribute all of the Litigation Trust claims
and may contribute, subject to the reasonable consent of the
Official Committees, all or part of the equity interests in on or
more of its direct or indirect subsidiaries to the Litigation
Trust.  Any contribution of the equity interests will be for the
sole purpose of liquidating the equity interests.

For the purpose of liquidating all causes of action of NEG
against its parent, PG&E Corp., all claims of NEG arising from an
adversary proceeding, and avoidance actions, the Litigation Trust
will be established with no objective to continue or engage in
the conduct of a trade or business.  Reorganized NEG will
determine the fair market value of each item of property that is
contributed to the Litigation Trust.  The Litigation Trustee and
the Litigation Trust beneficiaries will consistently use the
valuation for all federal income tax purposes.

Furthermore, the beneficial interests in the Litigation Trust to
be allocated in accordance with the Plan may not be transferred
or assigned except by operation of law, by will or in accordance
with the laws of descent and distribution, and to certain
affiliates of Litigation Trust Beneficiaries as set forth in the
Litigation Trust Agreement.  The Litigation Trust Beneficial
Interests may in the future also be transferable to the extent
set forth in any "no action" letter or other confirmation
received by Reorganized NEG or the Litigation Trustee from the
Securities and Exchange Commission, or a legal opinion issued to
the Litigation Trustee for the benefit of the Litigation Trust
Beneficiaries that the interests may be freely transferable under
the provisions of the Securities Act.  Reorganized NEG and the
Litigation Trustee will use commercially reasonable efforts to
obtain the authorization from the Court to transfer the
Litigation Trust Beneficial Interests.

                        Corporate Issues

The term "Non-Cash Consideration" is revised to specifically mean
"New Common Stock, New Tranche A Notes, and New Tranche B Notes".

              NEG's Retention of Causes of Action

Certain claims and actions will be waived, release and otherwise
extinguished under the Plan and the Confirmation Order.  The
particular claims and actions are:

   (a) Causes of Action against:

        (i) holders of non-Affiliate and non-Insider Claims; and

       (ii) current directors who are being released, provided
            that there will be not release or waiver with respect
            to claims against any of non-Affiliate and non-
            Insider Claims, and released current directors:

            -- to enforce the agreements, terms and provision of
               the Plan; and

            -- with respect to Disputed Claims, excluding
               Specified Guarantee Claims, as to which Disputed
               Claims Reorganized NEG or the Litigation Trustee,
               as applicable, will retain reserve, and be
               entitled to assert any defenses and counterclaims,
               including, to assert a right to setoff or similar
               rights, limited in all cases however to the amount
               of the Disputed Claim; and

   (b) All preference claims and actions held by NEG
       or its estate that may be recoverable from, or could
       otherwise affect GTNC and its subsidiaries after the
       Closing Date, if all sale transactions are consummated
       under the TransCanada Purchase Agreement -- and NEG will
       cause each of the non-Debtor selling parties under the
       TransCanada Purchase Agreement not to pursue any
       preference claim or action.

All of the rights of NEG, its estate, and the Official Committees
to pursue the Litigation Trust Claims on behalf of NEG and its
estate, and any defenses and counterclaims related to the
Litigation Trust Claims, will vest in the Litigation Trust.  The
Litigation Trustee will be representative of NEG's estate with
respect to the Litigation Trust Claims for purposes of Section
1123(b)(3)(B).

                 Closing of the Sale Transactions

The Third Amended Plan includes a new provision, which states:

    "Reorganized NEG will remain obligated pursuant to the
    terms of the TransCanada Purchase Agreement, and, to the
    extent approved by the Court, will pay or reserve for:

    (a) the administrative expenses of TransCanada
        Corporation, TransCanada PipeLine USA, Ltd., and
        TransCanada American Investments, Ltd.; and

    (b) all taxes, if any, resulting from the transactions
        contemplated under the TransCanada Purchase
        Agreement as reasonably determined by NEG or
        Reorganized NEG."

Additionally, the provision for the contemplated transfers and
sales specifies and includes the TransCanada Purchase Agreement.

Under the Third Amended Plan, the new procedure for applying the
net proceeds from the relevant Sale Transactions -- including the
TransCanada Purchase Agreement -- will be:

   (a) first, to fund Cash on Hand;

   (b) second, to pay amounts outstanding under any working
       capital facility;

   (c) third, to prepay first, Tranche A Notes and then, Tranche
       B Notes; and

   (d) fourth, to the holders of Allowed Class 3 Claims as
       "Additional Excess Cash".

Reorganized NEG may make interim distributions and "Catch-Up
Distributions" -- a distribution of cash or non-cash
consideration to the holder of an Allowed Class 3 Claim that was
a Disputed Claim as of the initial distribution date.

                    Disputed Claims Reserve

With respect to the Disputed Claims Reserve, which will be
established on the Plan Effective Date, the Third Amended Plan
provides that:

   "The Reorganized NEG will use reasonable best efforts
   to hold the cash portion comprising the Disputed Claims
   Reserve in an interest-bearing account and shall pay over
   the holder of a Disputed Claim that becomes an Allowed
   Claim that portion of interest allocable to such Allowed
   Claim net of any taxes which may have been paid or any
   that become due to such interest."

Moreover, the distributions upon allowance of Disputed Claims
will be "less any applicable taxes paid by the Litigation Trustee
in respect of income earned, if any, on amounts held in the
Disputed Claims Reserve."

                 Administrative Claims Bar Date

Reorganized NEG will provide sufficient notice of, among other
things, the Administrative Bar Date -- specified by the Plan, or
may be fixed by Court order -- by which an Administrative Claim
must be filed with the Court for any resolution of any disputes.

The Administrative Claims Bar Date will not apply to:

   (a) TransCanada Corporation, TransCanada PipeLine, and
       TransCanada American Investment with respect to all
       Administrative Claims arising under the TransCanada
       Purchase Agreement; and

   (b) fees payable pursuant to 28 U.S.C. Section 1930.

A full-text copy of NEG's Third Amended Plan and Disclosure
Statement is available for free at:

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

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


PILLOWTEX CORP: Auction for Non-Manufacturing Assets Continues
--------------------------------------------------------------
The dispensation of assets of the former Pillowtex Corp. continued
March 9-10 with the sale of computer and IT equipment from the
Kannapolis, N.C., headquarters.

The items include hundreds of computers, including laptops and
PC's, laser printers, color copiers and other equipment.

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

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

All plant and facility real estate is also being sold on a direct-
sale basis through SB Capital Group of Great Neck, N.Y. Only non-
textile furniture, fixtures, computers, vehicles and other non-
manufacturing related assets are being sold at auction.

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

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

     - April 1 - Auction of non-textile equipment and items from
       the manufacturing and warehouse facility in Chicago.

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

     - April 22 - Auction of non-textile equipment and items from
       the feather processing plant in Dallas, Texas.

     - April 29 - Auction of non-textile equipment and items from
       the manufacturing plant in Concord, N.C.

     - May 6 - Auction of non-textile equipment and items from the
       manufacturing plant in Phenix City, Ala.

     - May 13 - Auction of non-textile equipment and items from
       the manufacturing and warehouse facility in Eden, N.C.

     - May 27 - Auction of non-textile equipment and items from
       the manufacturing and warehouse facility in Hanover, Pa.

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

     - June 10 - Auction of non-textile equipment and items from
       the manufacturing and warehouse facility in Tunica, Miss.

     - June 24-25 - Auction of non-textile equipment and items
       from the manufacturing and warehouse facility in Fieldale,
       Va.

     - July 8 - Auction of non-textile equipment and items from
       the warehouse and distribution center in Mauldin, S,C., and
       manufacturing facility and equipment in Union, S.C.

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


PLAYBOY: S&P Assigns Stable Outlook to Affirmed B Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Chicago, Illinois-based Playboy Enterprises Inc., including its
'B' corporate credit rating.

The rating outlook is stable. Total debt outstanding on
Sept. 30, 2003, was $156 million, including $41 million in Califa
Entertainment Group Inc. and Playboy TV International LLC
acquisition liabilities (payable in cash and stock), but excluding
$16.7 million in Series A preferred stock owned by Mr. Hugh
Hefner. The company has not released its balance sheet information
for 2003.

Playboy plans to issue 3.2 million shares of Class B common stock
in the second quarter of 2004.  Proceeds will be used to buy back
a portion of outstanding secured notes.  In conjunction, Mr.
Hefner will convert his $16.7 million in Series A preferred stock
into Class B common stock, eliminating all preferred securities
from Playboy's balance sheet. "These two transactions, when
completed, will improve interest coverage and debt leverage ratios
as well as cash flow," said Standard & Poor's credit analyst Andy
Liu. "Upon completion of the two transactions, Standard & Poor's
expects to revise its rating outlook to positive from stable,
reflecting the improvement in credit measures and the additional
financial flexibility," Mr. Liu added.

The rating on Chicago, Illinois-based Playboy reflects the niche
audience for paid adult content, the company's relatively smaller
cable TV distribution compared to top 10 broadcast networks, the
abundance of free adult materials online, and high financial risk.
These factors are only partly offset by the company's significant
presence in the non-cyclical adult entertainment industry, strong
brand recognition, and good satellite direct-to-home TV coverage.
While the company's operating performance improved in 2003, some
of the improvement could be attributed to the Playboy's 50th
Anniversary, a special one-time event, and to sales of art and
memorabilia.


RADIANT: Plans to Borrow Additional $250K from Private Lenders
--------------------------------------------------------------
Radiant Energy Corporation (TSX Venture: RDT), developer and
marketer of InfraTek, the patented, infrared pre-flight aircraft
deicing system, announces their intention to borrow $250,000 from
private lenders.

The Company is seeking additional funding by way of an 8%
unsecured short-term loan. The loan will bear interest at 8% per
year and the loan is repayable on demand by the lender. The
lenders will also receive a bonus of common shares based on a rate
of 2 common shares for every one dollar Canadian loaned. Issuance
of the common share bonus is subject to approval by the TSX
Venture Exchange. The Common Share certificates to be issued may
not be sold, transferred, or otherwise traded for one year from
the date of issuance. To date, the Company has received $105,000
under this loan arrangement. Of the amount received to date, three
insiders of the Corporation loaned $70,000. The Company will
continue to seek additional lenders up to the close of business on
March 30, 2004.

               Legal Settlement with Third Party

In November 2002, the State of New York Supreme Court: County of
Erie ordered the Company to pay, the final payment due on an out
of court settlement of $50,000 USD plus legal fees. The third
party sought judgment for payment with the Ontario Superior Court
of Justice. On March 5, 2004, the Company and the third party
reached an out of court settlement on the claim of $67,101. The
payment terms under the settlement agreement included an initial
payment on settlement and 12 equal monthly payments commencing
June 1, 2004. The third party will continue to hold 129,778 common
shares of the Company that were pledged as security by two
shareholders of Radiant. The shares may be sold on Radiant's
direction. Proceeds from the sale of the shares will be applied to
the monthly payments. The Company will apply for acceptance by the
TSX Venture Exchange to issue 129,778 common shares to the two
shareholders as replacement for the common shares held by the
third party. Radiant has signed a Consent to a default judgment in
the event the monthly payments are not met.

                         Stock Options

On December 17, 2003, the Shareholders of the Company approved the
increase in the maximum number to options available to issue under
the Company Stock Option Plan from 1,400,000 to 2,500,000. On
February 13, 2003, the Board of Directors approved the issuance
710,000 stock options to employees, directors and consultants of
the Company subject to approval by the TSX Venture Exchange and
processing of the documentation. On March 3, 2004, 170,000 options
were issued of which directors Milton Klyman and James Golla
received 25,000 each and an officer and director Colin Digout
received 60,000. The remainder of the options will be granted on
acceptance by the TSX Venture Exchange. The exercise price of the
options is $0.15 and expires March 2, 2009.

Radiant currently has 25,780,433 common shares outstanding and the
common shares trade on the TSX Venture Exchange (symbol RDT).


RCN: Sells Carmel, NY Cable System to Susquehanna Unit for $120M
----------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) completed the sale of its Carmel,
New York cable system to Carmel Cable Television, Inc., a
subsidiary of Susquehanna Communications, for $120 million.  The
deal had been previously announced on July 10, 2003.

RCN will assist Susquehanna with the migration of the video and
high-speed data customer base, and support the system's voice
services for a period following the closing of the sale.

Approximately $62 million of the net proceeds from this sale will
be used as a partial pay-down of RCN's senior secured bank
facility.  In addition, approximately $45 million of the net
proceeds will be restricted in a cash collateral account by the
terms of the senior secured bank facility, and $5 million will be
placed in escrow to cover post-closing purchase price adjustments
and indemnification obligations, if any.  The remainder will be
unrestricted and used, in part, to cover transaction costs
associated with the sale.

              About Susquehanna Communications

Susquehanna Communications is a top 20 cable MSO serving over
230,000 customers.  The company is a subsidiary of Susquehanna
Media Co., a diversified radio broadcaster and cable operator.

                           About RCN

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

                         *   *   *

As reported in the Troubled Company Reporter's March 3, 2004
edition, RCN Corporation announced that negotiations with
its senior secured lenders, members of an ad hoc committee of
holders of its Senior Notes and others on a consensual financial
restructuring of its balance sheet are continuing.

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

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

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


SAFESCRIPT: Auditor Resigns & Withdraws June 2003 Report
--------------------------------------------------------
On February 5, 2004, the Board of Directors of Safescript
Pharmacies, Inc. (formerly RTIN Holdings, Inc.) authorized the
replacement of Heard, McElroy & Vestal, L.L.P.  

Also on February 5, 2004, the Company received a letter of
resignation in which Heard, McElroy & Vestal, L.L.P. stated that
it had received information that:

(a) the Company, its officers and directors and others likely
     made or caused to be made false or misleading statements or
     omitted material facts necessary to make prior  statements
     not misleading in connection with the audit and examination
     of the Company's  financial statements for the years ended
     December 31, 2002, and December 31, 2001, and the periods
     then ended, and

(b) it is likely that the Company's financial statements for the
     year ended December 31, 2002 and the period then ended
     contain materially false or misleading statements or omit
     material facts necessary to make prior statements not
     misleading.  

Heard, McElroy & Vestal, L.L.P. notified the Company that it can
no longer state that the  consolidated financial statements of the
Company for December 31, 2002, and 2001, present fairly in all
material respects, the financial position of the Company as of
December 31, 2002 and 2001, and the results of operations and its
cash  flows for the years then ended, that such financial
statements should no longer be relied upon by any shareholder,
potential shareholder or any other person, and that it withdrew
the independent auditor's report dated June 30, 2003, included in
the Company's Amended Annual Report on Form 10-KSBA filed on
July 17, 2003.

The opinion of Heard, McElroy & Vestal, L.L.P. for the years ended
December 31, 2002, and  December 31, 2001 contained the
qualification that the financial statements for such years and the
periods then ended were prepared on a "going concern" basis and
were qualified regarding  the uncertainty of the Company
continuing as a going concern but did not otherwise contain any
adverse opinion or qualification as to uncertainty, audit scope,
or accounting principles.

The Board of Directors has not discussed the foregoing with
representatives of Heard, McElroy & Vestal, L.L.P.  The Company
has not yet engaged new independent auditors.


SAFETY-KLEEN CORP: Proposes Post-Effective Date Notice Procedures
-----------------------------------------------------------------
The Reorganized Safety-Kleen Corp. Debtors ask Judge Walsh to
approve new post-Effective Date procedures for providing notices
to interested parties in these cases.

Rule 2002 of the Federal Rules of Bankruptcy Procedure prescribes
the general rules regarding the provision of notices to creditors
and other parties-in-interest during the pendency of a case
brought pursuant to the Bankruptcy Code.  In accordance with
Bankruptcy Rule 2002, a substantial number of parties filed
notices of appearance and requests for notices in the Reorganized
Debtors' cases.  Any party filing a request in these cases is
required by Delaware Bankruptcy Local Rule and the Bankruptcy Rule
2002(b) to serve notice of that request on the 2002 Notice
Parties.  In light of the confirmation of the Plan and the
occurrence of the Effective Date, the Reorganized Debtors believe
that many of the 2002 Parties will no longer be interested in
receiving every pleading filed in these cases.

Bankruptcy Rule 2002(m) provides that the Court "may from time to
time enter orders designating the matters in respect to which, the
entity to whom, and the form and manner in which notices shall be
sent except as otherwise provided by these rules."  To save the
administrative expense of providing notices to the 2002 Parties,
the Reorganized Debtors propose that any party filing a future
pleading in these cases provide notice of that pleading to:

       (i) the Reorganized Debtors' counsel;

      (ii) those parties directly affected by the relief
           requested in any pleading;

     (iii) the United States Trustee;

      (iv) the counsel for Oolenoy Valley Consulting, LLC, as
           Trustee of the Safety-Kleen Creditor Trust; and

       (v) any party that files with the Court and serves
           upon the Reorganized Debtors' counsel a renewed
           request for notices under Bankruptcy Rule 2002.

Additionally, the Reorganized Debtors propose to modify the
application of Del. Bankr. L. R. 9029(a)(iii) such that the
service of agendas for hearings in these cases be made only on the
Limited Notice Parties with respect to each hearing.

                   Reduction of Cost of Mailings

Currently, there are 350 2002 Notice Parties.  The Debtors
estimate, based on recent filings, that serving a pleading, and
its related order when entered, on the Limited Notice Parties
instead of the 2002 Parties would reduce the administrative
expense associated with the service by thousands of dollars per
service, dependant on the size of the pleading and the destination
to which it will be mailed.

                          No Prejudice

The Reorganized Debtors believe that no party will be prejudiced
by the post-Effective Date Notice Procedures.  Additionally, any
party that wishes to continue to receive service of every pleading
in these cases may do so by merely filing a renewed request for
notices in these cases.  Moreover, all parties have access to all
pleadings in these cases on the Court's website.

The post-Effective Date Notice Procedures will benefit the
Reorganized Debtors by reducing the administrative burden, and the
associated cost, of providing notice of all pleadings to all of
the 2002 Parties.  Additionally, it will also reduce the burden of
many creditors that, after the Effective Date, are no longer
concerned with every pleading filed in these cases, by reducing
the pleadings they must analyze to only those pleadings that
directly affect them. (Safety-Kleen Bankruptcy News, Issue No. 74;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SEQUA CORPORATION: Reports Higher Results for 2003
--------------------------------------------------
Sequa Corporation (NYSE:SQAA) posted higher results for 2003, with
strong gains recorded at four of five operating segments.
Businesses in these segments, which represent 60 percent of the
company's revenue base, recorded a combined sales increase of 15
percent and a 76 percent increase in operating profit.

Total sales for the year ended December 31, 2003 rose eight
percent to $1.7 billion from $1.5 billion, and operating income
advanced 17 percent to $57.0 million from $48.7 million in 2002.
The overall advance in 2003 results, which includes the effect of
a sharp increase in pension expense, was also moderated by a lower
level of sales and income at the company's Chromalloy Gas Turbine
unit, which makes up the aerospace segment. The market for
Chromalloy's jet engine component repair service was sluggish
throughout 2003, as the airline industry struggled to emerge from
the long and steep decline that followed the events of September
11.

Income from continuing operations advanced to $4.9 million in 2003
from $1.7 million a year ago, despite the slowdown at Chromalloy
and the effect of sharply higher pension costs and interest
expense. On a per-share basis, results from continuing operations
amounted to income of 27 cents in 2003 and a loss of three cents
in 2002. Results for 2002 have been restated to reflect the
classification of the company's ARC Propulsion unit as a
discontinued operation. ARC Propulsion was divested in October
2003 for $133 million and at a preliminary gain of $3.1 million
after tax.

Net income for 2003 totaled $11.4 million or 90 cents per share,
while in 2002 the company recorded a net loss of $116.5 million or
$11.39 per share. Both years included results from discontinued
operations, which amounted to income of $6.6 million or 63 cents
per share in 2003 and a loss of $105.3 million or $10.11 in 2002.
Results for 2002 were lowered by a change in accounting for
goodwill that was related primarily to the discontinued ARC
Propulsion unit.

In commenting on the company's performance, Sequa's chairman and
chief executive officer, Norman E. Alexander, noted, "A large
portion of our operations produced solid sales and income gains in
2003, though the year's results clearly do not reflect the full
earning power of the company. To support the further growth of
operations, we have taken a number of key steps.

"For example, the issuance of $100 million in new senior notes and
the establishment of additional credit facilities during 2003
strengthened our financial position and improved liquidity. In
addition, the sale of ARC Propulsion generated substantial cash
proceeds - part of which was used for a $75 million contribution
to our pension plan."

Mr. Alexander concluded, "Many of the businesses that were strong
last year are continuing to advance. Chromalloy's performance will
benefit in 2004 from an improving market environment and,
importantly, from a series of strategic growth initiatives that
are now beginning to yield results."

               Summary of Segment Results

     Aerospace

Chromalloy recorded slightly lower sales and sharply lower
operating income for the year, the result of reduced demand and a
restrictive pricing environment in the commercial aftermarket for
jet engine component repairs. These conditions have persisted for
more than two years and are currently beginning to ease. To
position the business for renewed growth, Chromalloy has
strengthened its ties to major airlines through the addition of
long-term maintenance and materials-by-the-hour contracts. The
unit has also broadened its participation in joint venture
partnerships serving the worldwide industrial gas turbine market.
These actions will contribute to results in the first quarter of
2004.

     Automotive

The automotive segment - which consists of ARC Automotive and
Casco Products - posted improved results for the year, with both
units contributing to the advance. Higher domestic volume and a
broadened product line for international markets led to a 20
percent sales increase at ARC Automotive, and this unit generated
a $6.9 million swing in operating results. The improved profit
position reflects the benefit of higher sales, improvements from
Operational Excellence initiatives, and the effect of favorable
exchange rate movement. Casco Products posted a 68 percent higher
operating profit on a nine percent increase in sales. The
profitability improvement reflects the benefit of restructuring
and enhanced efficiency at overseas operations, augmented by
favorable currency movements. In the US, Casco completed the
transfer of production from a plant in Connecticut to lower cost
facilities in the South and overseas - a move that will generate
further profit improvement in 2004.

     Metal Coating

Sales of Precoat Metals rose 12 percent and operating income
advanced 14 percent in 2003. The sales increase was fueled by
rising demand from the building products and manufactured products
markets; by the addition of new metal management programs; and by
improved pricing and continued market share gains. Profits
benefited from a higher level of sales, improved product mix, and
ongoing efficiency gains derived from Six Sigma initiatives.

     Specialty Chemicals

Results of United Kingdom-based chemicals supplier Warwick
International moved sharply higher in 2003, with solid increases
in local currency results bolstered by the effect of translation
into US dollars. Warwick's sales rose 22 percent, driven both by a
sustained high level of demand for the detergent additive TAED and
by improved sales at the international network of chemicals
marketing units. Operating income advanced 34 percent, ahead of
the sales gain, largely due to internal efficiencies derived from
Operational Excellence programs.

     Other Products

Overall segment results - with higher sales and a profit from
operations for the year - reflect solid improvement at the two
larger operations in the segment, MEGTEC Systems and Sequa Can
Machinery. The third business, After Six, recorded lower results
and ended the year with a reduced backlog.

For MEGTEC Systems, 2003 marked a turnaround in performance that
is expected to continue in 2004. Sales rose seven percent last
year in response to demand from European customers for graphic
arts machinery and emission control equipment and as a result of
higher aftermarket sales and service. Profitability gains stemming
from restructuring actions and ongoing Operational Excellence
programs continued to accumulate in 2003. As a result, MEGTEC
posted a modest profit for the year, even after recording a $2.9
million restructuring charge.

Sequa Can Machinery posted sharply higher sales and profits for
2003, largely due to strength in demand from the container market
during the first half of the year. By year-end, the market had
softened considerably, and the unit's order backlog declined more
than 60 percent.

               Summary of Fourth Quarter Results

Paced by advances in the automotive, metal coating and specialty
chemicals segments, sales for the fourth quarter of 2003 increased
seven percent, rising to $440.4 million from $410.8 million in the
same period of 2002. Operating income eased slightly - declining
to $14.0 million from $14.6 million a year ago - as the large
aerospace business and several other units recorded lower profits.
Income from continuing operations was $3.3 million or 26 cents per
share, compared with $3.5 million or 29 cents per share in the
fourth quarter of 2002. After including the results of
discontinued operations, the company recorded net income for the
2003 fourth quarter of $4.4 million or 37 cents per share and a
net loss for the 2002 fourth quarter of $4.6 million or 49 cents
per share. Results for 2002 have been restated to reflect the
classification of ARC Propulsion as a discontinued operation.

                         *   *   *

As previously reported in the Troubled Company Reporter, Fitch
Ratings downgraded the existing senior unsecured debt of Sequa
Corporation to 'B+' from 'BB-' and assigned a rating of 'B+' to
SQA's $100 million senior unsecured notes that are expected to
close on June 5, 2003. Fitch also revised the Rating Outlook to
Stable from Negative.


SIERRA PACIFIC: Wants to Raise $300 Mil Through Private Offering
----------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) is seeking to raise $300
million through a private placement of senior notes due 2014.  The
notes will be unsecured obligations of Sierra Pacific Resources
and will rank equally with its other senior indebtedness.

The offering will be made only to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933, as
amended and outside the United States in compliance with
Regulation S under the Securities Act.  Sierra Pacific Resources
plans to use the net proceeds from the sale of the notes to fund
the repurchase of its $300 million unsecured 8 3/4% Notes due 2005
pursuant to a tender offer that was previously announced.  The
notes will not be registered under the Securities Act and may
not be offered or sold by holders thereof without registration
unless an exemption from such registration is available.

Headquartered in Nevada, Sierra Pacific Resources (S&P, B+
Corporate Credit Rating, Negative) is a holding company whose
principal subsidiaries are Nevada Power Company, the electric
utility for most of southern Nevada, and Sierra Pacific Power
Company, the electric utility for most of northern Nevada and the
Lake Tahoe area of California. Sierra Pacific Power Company also
distributes natural gas in the Reno-Sparks area of northern
Nevada. Other subsidiaries include the Tuscarora Gas Pipeline
Company, which owns 50 percent interest in an interstate natural
gas transmission partnership.


SPIEGEL GROUP: US Trustee Amends Unsecured Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 2 amends the membership of
the Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of the Spiegel Group Debtors to reflect the
resignation of Commerzbank AG - NY Branch, Deutsche Bank AG New
York Branch and AT&T Corp., and the addition of JPMorgan Chase
Bank to the group.  The current members of the Committee are:

    (1) Dresdner Kleinwort Wasserstein
        75 Wall Street
        New York, New York 10005-2889
        Attn: James Gallagher
        Tel. No. (212) 429-2294

    (2) DZ Bank AG
        (Deutsche Zentral-Genossenschaftsbank)
        DG Bank Building
        609 Fifth Avenue
        New York, NY 10017-1021
        Attn: David Fischbein, Vice President
        Tel. No. (212) 745-1574

    (3) Bank of America, N.A.
        231 South LaSalle Street, 10th floor
        Chicago, IL 60697
        Attn: Bridget Garavalia
        Tel. No. (312) 828-1259

    (4) JPMorgan Chase Bank
        270 Park Avenue
        Floor 20
        New York, New York 10017
        Attn: Thomas F. Maher, Managing Director
        Tel. No. (212) 270-0426

    (5) WestLB
        1211 Avenue of the Americas
        New York, NY 10017
        Attn: Michael F. McWalters
        Tel. No. (212) 852-6147

    (6) R.R. Donnelley & Sons Company
        77 Wacker Drive
        Chicago, IL 60601
        Attn: Ruby Kerr
        Tel. No. (312) 326-8373

    (7) Simon Property Group, LP
        115 West Washington Street
        Indianapolis, Indiana
        Attn: Ronald M. Tucker
        Tel. No. (317) 263-2346

Headquartered in Downers Grove, Illinois, Spiegel, Inc.
-- http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


TEXAS INSTRUMENTS: Featured in Schaeffer's Street Chatter
---------------------------------------------------------
The recent "Street Chatter" from Schaeffer's Investment Research
focuses on Texas Instruments (NYSE:TXN).  "Street Chatter" is a
report that analyzes three newsworthy stocks that are generating a
lot of attention on Internet message boards. "Street Chatter" is
published on --

               http://www.SchaeffersResearch.com/

-- the home of Bernie Schaeffer and Schaeffer's Investment
Research. For additional information about this report or to have
it delivered to you free via email every day click on the
following link: http://www.schaeffersresearch.com/addinfo  

                         Street Chatter

Multi-talented semiconductor and electronics firm, Texas
Instruments (NYSE:TXN), said last night that its first-quarter
earnings (due on or around April 26) will total somewhere between
19 and 22 cents per share, on sales of $2.84 billion to $2.95
billion. The firm's previous first-quarter estimate called for a
slightly wider range between 16 and 22 cents per share. Analysts
currently expect TXN to collect 19 cents per share. Technically
speaking, TXN shares have been moseying sideways for the past few
weeks and are trading just above historical support in the 28
region. Turning to sentiment analysis, the picture is mixed on
TXN. The equity's SOIR suggests pessimism from the options crowd,
as the indicator weighs in at 0.893, which is just 11 percent shy
of a new annual peak. On the other hand, short interest on TXN has
been declining, dropping 18 percent during the last reporting
period to 21.3 million shares, the lowest reading since April. The
resultant short-interest ratio stands at 1.76, which is the lowest
figure since July.

Click the following link to see the Daily Chart of TXN Since
September 2003 With 10-Day and 20-Day Moving Averages:

         http://www.schaeffersresearch.com/wire?ID=9637

The best way to take advantage of the timely Schaeffer
commentaries is to sign up to receive their free e-newsletters --
Opening View, Midday Report, Market Recap and Monday Morning
Outlook. Click here to have the Schaeffer's commentaries delivered
to you free via email every day.

               About Schaeffer's Investment Research

Schaeffer's Investment Research, founded by Bernie Schaeffer in
1981, is a financial information and trading resources company. It
publishes Bernie Schaeffer's Option Advisor, the nation's leading
options subscription newsletter. The firm's contrarian approach
focuses on stocks with technical and fundamental trends that run
counter to investor expectations. The firm's website,
http://www.SchaeffersResearch.com, is recognized as one of the  
leading information sources for stock and options traders and was
cited as the top options website by both Forbes and Barron's.
Click here for more details about Schaeffer's trading methodology:

          http://www.SchaeffersResearch.com/method


TIMKEN: Increasing Steel Bar Prices Beginning April 5, 2004
-----------------------------------------------------------
The Timken Corporation announced price increases on steel bar
products.  Non-contract prices will increase by $30 per ton for
all sizes and grades of carbon and alloy steel bars effective with
shipments beginning April 5, 2004.

"Scrap concerns are well documented throughout the industry and
our surcharge system has been effective in recovering some of
those cost increases.  Escalating costs in our industry have
permeated all other consumable items as well, and this base price
increase is necessary to address those costs," said Robert N.
Keeler, director - steel sales - North and South America.

The Timken Corporation is a U.S. sales and marketing subsidiary of
The Timken Company.  The Timken Company (NYSE: TKR)(Moody's, Ba1
Senior Unsecured Debt, Senior Implied and Senior Unsecured Issuer
Ratings)  -- http://www.timken.com/-- is a leading global  
manufacturer of highly engineered bearings and alloy steels and a
provider of related products and services with operations in 29
countries. The company recorded 2003 sales of $3.8 billion and
employed approximately 26,000 at year-end.


TITAN CORP: S&P Revises Watch Following Justice Dept. Probe
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
of Sept. 16, 2003, on Titan Corp. to developing from positive,
following a Justice Department probe into whether overseas
consultants for Titan Corp. made illegal payments to foreign
officials, which may jeopardize the completion of its acquisition
by Lockheed Martin Corp. (BBB/Stable/A-2).

Standard & Poor's placed its 'BB-' corporate credit and senior
secured debt ratings, and 'B' subordinated rating of Titan on
CreditWatch with positive implications following the announced
acquisition of Titan by Lockheed Martin. The transaction is valued
at $2.4 billion, including the assumption of approximately $580
million of Titan's debt outstanding.

Standard & Poor's will continue to monitor the situation. Should
the merger close as planned, Titan and Lockheed Martin are
expected to commence an offer to exchange Titan's existing 8%
senior subordinated notes due 2011, which will have substantially
identical terms to the existing notes, except that the new notes
will be registered under the Securities Act and will be guaranteed
by Lockheed Martin. At the closing of the merger and issuance of
the new notes, Standard & Poor's will equalize Titan's ratings to
that of its new parent."Should either party terminate the merger
agreement, we would re-evaluate  Titan's ratings and determine the
impact, if any, the investigation could have on Titan's business
practices and financial profile," said Standard & Poor's credit
analyst Philip Schrank.


US AIRWAYS: Settles & Reduces Ameriquest Claim to $2,625,000
------------------------------------------------------------
The Reorganized US Airways Debtors and Ameriquest Holdings, LLC
agree to resolve a contested claim matter.  Ameriquest filed Claim
No. 4444 for $5,300,000, asserting claims relating to aircraft
with Tail No. N277AU.  Ameriquest and the Reorganized Debtors
agree that Claim No. 4444 is reduced and allowed as a Class USAI-7
general unsecured claim for $2,625,000.  All other Ameriquest
claims are withdrawn. (US Airways Bankruptcy News, Issue No. 49;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


U.S. STEEL: Issues Notice of Senior Notes' Redemption
-----------------------------------------------------  
United States Steel Corporation (NYSE: X) announced it has
provided notice to the Bank of New York, as Trustee, for the
redemption of $187,250,000 principal amount of its 10-3/4% Senior
Notes due August 15, 2008, (CUSIP number 91263PAB1) and the
redemption of $71,500,000 principal amount of its 9-3/4% Senior
Notes due May 15, 2010, (CUSIP number 912909AA6) under certain
optional redemption provisions of the senior notes indentures. The
Corporation can redeem up to 35 percent of the notes solely with
the proceeds of an underwritten primary public offering of common
stock under such provisions. The Corporation will use the proceeds
from its recently completed common stock offering to fund the
redemptions, consistent with the announced use of proceeds in the
offering.

The notes to be redeemed will be selected by the Trustee in
accordance with the applicable procedures of The Depository Trust
Company and the indentures under which the notes were issued. U.
S. Steel expects redemption to occur on April 19, 2004.

U. S. Steel, through its domestic operations, is engaged in the
production, sale and transportation of steel mill products, coke,
and iron- bearing taconite pellets; the management of mineral
resources; real estate development; and engineering and consulting
services and, through its European operations, which include U. S.
Steel Kosice, located in Slovakia, and U. S. Steel Balkan located
in Serbia, in the production and sale of steel mill products.
Certain business activities are conducted through joint ventures
and partially owned companies. United States Steel Corporation is
a Delaware corporation.

                        *    *    *
    
As reported in the Troubled Company Reporter's February 4, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary 'BB-' senior unsecured and preliminary 'B'
subordinated debt ratings to United States Steel Corp.'s $600
million universal shelf. The company may also issue preferred
stock under the shelf.

At the same time, Standard & Poor's affirmed all its existing
ratings, including the 'BB-' corporate credit rating on U.S. Steel
and revised its outlook on the company to stable from negative.
Total debt for the Pittsburgh, Pennsylvania-based company was $2.2
billion (including operating leases) for the December 2003
quarter.

"The outlook revision reflects the anticipated improvements in the
company's financial profile owing to its ongoing cost-reduction
initiatives, as well as benefits from management's actions to
moderate potentially high cash outlays for its pension obligations
in the next few years," said Standard & Poor's credit analyst Paul
Vastola.

The ratings reflect the company's aggressive financial leverage--
including its underfunded postretirement benefit obligations--and
challenging market conditions, which overshadow its good liquidity
and its improved market share and cost position following its May
20, 2003, acquisition of National Steel Corp. The company also
benefits from a product mix that is more diverse than its
competitors. Following its acquisition of the assets of National,
U.S. Steel's domestic steel production capability increased to
19.4 million tons, making it the largest integrated steel producer
in North America.


VERESTAR: SkyTerra Communications Bidding for Assets on March 30
----------------------------------------------------------------
SkyTerra Communications, Inc. (OTC BB: SKYT) has executed an asset
purchase agreement to acquire, through a newly formed subsidiary,
substantially all of the assets and business of Verestar, Inc. and
its subsidiaries, which are currently in bankruptcy.

As part of the transaction, SkyTerra will also acquire the
outstanding equity of Verestar A.G., Verestar's non-bankrupt Swiss
operating subsidiary.

Verestar is a leading global provider of integrated satellite and
fiber services to government organizations, multi-national
corporations, broadcasters and communications companies. By
utilizing leased satellite and terrestrial capacity, its teleports
in the United States and Europe, and a team of approximately 200
employees, Verestar designs, engineers and deploys managed
networks for data, voice and video communications services.

The transaction is subject to a number of contingencies, including
an auction on March 30, 2004 at which Verestar will consider other
qualifying offers, and final approval by the bankruptcy court and
the Federal Communications Commission.

Pursuant to the purchase agreement, if SkyTerra is the winning
bidder at the auction on March 30 and the bankruptcy court
approves the transaction, SkyTerra will, among other things,
provide the estate of Verestar with $7 million in cash and loan
forgiveness, including forgiveness of the existing senior secured
note payable to SkyTerra, and will provide the estate of Verestar
with 19.9% of the equity of the newly formed SkyTerra subsidiary
that will acquire the business and assets. In addition, SkyTerra
will provide an additional $3 million in funding to the new
business upon closing of the purchase.


WEBLINK WIRELESS: Will the Real Stakeholders Please Stand Up?
-------------------------------------------------------------
WebLink Wireless, Inc., filed for chapter 11 protection in 2001
(Bankr. N.D. Tex. Case No. 01-34275-SAF-11) and inked a debt
restructuring agreement with its creditors in July 2002.  WebLink
filed a formal chapter 11 plan and disclosure statement and sent
the plan out for a vote.  The creditors accepted the plan.  The
Plan outlined that:

    * the Company would emerge from bankruptcy with $40 million in
      debt; and

    * creditors, in compromise of their claims, would receive:

        -- $7,000,000 in cash;

        -- a 89% share of new secured PIK notes; and

        -- 90% of the new equity plus some warrants.

Old shareholders took nothing from WebLink's Chapter 11
restructuring.

The company said in a September 11, 2002, press release that it
consummated the Plan and emerged from bankruptcy on
September 9, 2002.  

Last month, Weblink's attorneys asked Judge Felsenthal to enter a
Final Decree to formally close the chapter 11 proceeding.  King
Street Capital, L.P., and King Street Capital, Ltd., balked.  

"For reasons unknown to [us], no distribution to unsecured
creditors has ever been made under the confirmed Chapter 11 Plan,"
Jason S. Brookner, Esq., at Andrews & Kurth LLP, former counsel to
Weblink's official creditors' committee tells Judge Felsenthal.  
"Until such time as distributions have been received by unsecured
creditors, a final decree should mot be entered," Mr. Brookner
cautions the bankruptcy court in Dallas.  

A January 6, 2003, a WebLink press release reports that Leucadia
National Corp. inked a deal to buy the company, after buying-up
80% of the company's stock and 94% of the company's secured debt.  
A November 19, 2003, press release from Metrocall Holdings, Inc.,
reports that Metrocall acquired Weblink in exchange for a basket
of common stock and warrants.  

King Street says that the Metrocall transaction is based on false
representations.  King Street says that WebLink has rebuffed its
requests to make things right with its old creditors.  King Street
has turned to the Delaware Chancery Court (C.A. No. 255-n) for
relief under Sec. 220 of the Delaware General Corporation Law.  
John M. Seaman, Esq., at Bouchard Margules & Friedlander, P.A., in
Wilmington, Del., represents King Street before the Chancery
Court.


WEIRTON STEEL: Wants to Set Up Asset Sale Bidding Procedures
------------------------------------------------------------
According to Mark E. Freedlander, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, in order to ensure that maximum value
is obtained for the Sale Assets, the sale of the Weirton Steel
Debtors' Sale Assets is subject to higher and better offers.  In
that regard, the Debtors propose these Bidding Procedures to
govern the submission of competing bids for the Sale Assets:

A. Copies of the Debtors' request and the order and notice of
   hearing will be sent all known parties that have expressed an
   interest in purchasing the Sale Assets or that have been
   contacted.  Before any potential purchaser is granted access
   to any non-public, confidential, proprietary, or otherwise
   sensitive information about the Debtors, their assets, or
   their finances, the potential purchaser must execute and
   deliver to the Debtors a confidentiality agreement.

B. Any entity other than ISG Weirton and ISG that wishes to
   participate in the bidding process must first deliver to the
   Debtors on or before 4:00 p.m. on April 6, 2004:

      * an executed asset purchase agreement in a form
        substantially similar to the Agreement and marked to
        clearly reflect all variations from the Agreement;

      * the most current audited and latest unaudited financial
        statements of the Potential Bidder, or, if the Potential
        Bidder is an entity formed for the purpose of the
        Acquisition of the Sale Assets, then (x) the financials
        of the equity holder of the Potential Bidder or other
        form of financial disclosure as is acceptable to the
        Debtors in their sole discretion, and (y) the written
        commitment in a form acceptable to the Debtors of the
        equity holder of the Potential Bidder agreeing to be
        responsible for the Potential Bidder's obligations in  
        connection with the proposed acquisition of the Sale
        Assets;

      * a board resolution or similar document authorizing the
        Potential Bidder to consummate the proposed Sale and, if
        applicable, authorizing the equity holder of the
        Potential Bidder to financially support the Potential
        Bidder's obligations; and

      * a Bid Deposit.

C. In order to be a Qualified Bidder, a Potential Bidder must   
   submit a Qualified Bid.  The Qualified Bid must:

      * be for all Sale Assets;

      * acknowledge that the Potential Bidder's offer is subject
        to the Debtors' obligations to pay the Break-Up Fee and
        Expense Reimbursement;

      * be accompanied by a $7,875,000 cash deposit; and

      * propose total consideration of cash and assumed
        liabilities with "a fair market value" of at least
        $7,875,000 greater than $255,000,000 and the bid must
        also provide for the indefeasible and final payment of
        the Senior Debt in cash in full at the closing.  The
        Minimum Overbid is equal to the sum of the Break-Up Fee,
        the maximum Expense Reimbursement and $1,000,000.

D. If a Qualified Bid other than that of ISG Weirton and ISG is
   received by the Bid Deadline, then an Auction will take place.  
   The Auction will occur at 10:00 a.m. on April 12, 2004 at the
   offices of McGuireWoods LLP.  If no Qualified Bid other than
   that of ISG Weirton and ISG is received by the Bid Deadline,
   then the Auction will not be held.  ISG Weirton and ISG will
   be deemed as the Successful Bidder.  The Agreement will be the
   Successful Bid, and at the Sale Hearing, the Debtors will seek
   the Court's authority to consummate the Sale contemplated by
   the Agreement.

E. Only a Qualified Bidder who has submitted a Qualified Bid will
   be eligible to participate at the Auction.  Only the
   authorized representatives of each the Qualified Bidders, the
   Debtors, Fleet Capital Corporation, the Ad Hoc Committee of
   Noteholders, the Official Committee of Unsecured Creditors,
   and the ISU will be permitted to attend the Auction.

   At the Auction, Qualified Bidders will be permitted to
   increase their bids.  The bidding at the Auction will start at
   the purchase price stated in the highest or otherwise best
   Qualified Bid as disclosed to all Qualified Bidders prior to
   the commencement of the Auction, and continue in increments of
   at least $2,000,000 in cash after the Minimum Overbid.  ISG
   Weirton will be credited with, and have added to the aggregate
   amount of its bid at the Auction, an amount equal to the
   Break-Up Fee and the maximum Expense Reimbursement to which it
   would be entitled if it is not the Successful Bidder.  

F. Unless otherwise agreed by the Debtors, no Qualified Bidder
   will be permitted more than 30 minutes to respond to the
   previous bid at the Auction.  Immediately prior to the
   conclusion of the Auction, the Debtors will review each
   Qualified Bid on the basis of its financial and contractual
   terms and its impact on creditors and parties-in-interest of
   the Debtors; and determine and identify the Successful Bid and
   the next highest or otherwise best offer after the Successful
   Bid.

G. In the event that the Successful Bidder is unable or unwilling
   to close the Sale, the Debtors will be permitted to consummate
   the Sale with the Backup Bidder according to the terms of the
   Backup Bid without necessity for further notice or hearing.

H. After the Auction but before the Sale Hearing, the Debtors
   will file with the Court and serve a Notice of Successful
   Bidder on all parties listed on the Official Service List
   established in these cases.

I. On April 14, 2004, at 10:30 a.m., the Debtors will present the
   results of the Auction together with the Successful Bid at a
   hearing before the Bankruptcy Court, at which time the
   Bankruptcy Court will be requested by the Debtors to make
   certain findings of fact and conclusions of law in connection
   with the Agreement, the Sale, the Successful Bid and the
   Backup Bid

The Debtors propose to serve by first-class mail, postage
prepaid, copies of the Bidding Procedures Order, the Sale Motion,
and a notice of the Auction and Sale Hearing and related Bidding
Procedures and Contract Objection Procedures on the interested
parties.  The Debtors also propose that publication of the Sale
Notice in the national editions of The Wall Street Journal and
The New York Times, be deemed proper notice to any other
interested parties whose identities are unknown to the Debtors.

Accordingly, the Debtors ask the Court to approve:

   (a) the Bidding Procedures for submission and acceptance of
       any competing bids; and

   (b) the form and manner of notice with respect to the Bidding
       Procedures and the Auction. (Weirton Bankruptcy News, Issue
       No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WESTPOINT STEVENS: Gets Go-Signal to Reject Simmons Trademark Pact
----------------------------------------------------------------
John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, related that on April 1, 2001, the WestPoint Stevens Debtors
entered into a Trademark License Agreement with Simmons Company
for exclusive licensing rights to use certain trademarks in
connection with the manufacture, marketing, advertising, sale and
distribution of acrylic, cotton and wool blankets, automatic bed
warmers, and blankets in the United States and Puerto Rico.  The
Contract terminates by its own terms on June 30, 2004, but
automatically renews for an additional year unless either party
provides written notice at least 60 days before the termination
date.

Pursuant to the Contract, the Debtors are required to pay, on a
quarterly basis, royalties equal to 7% of the Blanket sales.
Furthermore, the Debtors are required to pay a minimum royalty
each quarter based on certain sales minimums regardless of
whether Blankets are actually sold.  Minimum Royalties called for
under the Contract escalate annually.

Mr. Rapisardi related that for the current contract year,
July 1, 2003 through June 30, 2004, sales of Blankets amounting
to over $6,000,000 would be needed to meet the Minimum Royalties
of $425,000 required under the Contract.  To date, the Debtors
have only generated sales of $1,700,000, or roughly $4,300,000
below the sale amounts necessary to meet the Minimum Royalties.
With less than half a year left in the current contract year, the
Debtors believe that they will be unable to obtain the sales
amounts necessary to make up the shortfall.

Mr. Rapisardi contended that continued payment of the Minimum
Royalties, without a corresponding level of sales to meet the
minimum, rendered the Contract unprofitable and a burden to
the Debtors' estates.

Thus, the Debtors sought and obtained the Court's authority to
reject the contract with Simmons Company. (WestPoint Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


WILSONS: Working with Banks to Amend Senior Credit Agreement
------------------------------------------------------------
Wilsons The Leather Experts Inc. (Nasdaq:WLSN) announced results
for the fourth quarter ended January 31, 2004, and fiscal year
2003.

Net sales at Wilsons Leather stores for the fourth quarter
decreased 11.5% to $268.1 million versus $303.1 million for the
year-ago quarter. Included in the sales for the current fourth
quarter was approximately $3.3 million in liquidation sales
resulting from the transfer of inventory to an independent
liquidator in conjunction with the expected closing of
approximately 111 stores.

The Company reported fourth quarter net income of $12.4 million,
or $0.60 per fully diluted share, versus net income of $2.4
million, or $0.12 per fully diluted share, in the year-ago fourth
quarter. Included in the results for the fourth quarter of 2003 is
an after-tax loss of $8.6 million, or $0.41 per fully diluted
share, related to the transfer of inventory to an independent
liquidator in conjunction with the expected closing of
approximately 111 stores; severance related to staff reductions;
accelerated depreciation related to store closings; a loss on the
disposal of assets associated with the closing of the Las Vegas,
Nevada distribution center; and other miscellaneous charges.
Included in the results for the fourth quarter of 2002 was an
after-tax loss of $27.4 million, or $1.34 per fully diluted share,
related to the discontinued operations associated with the closing
of the travel subsidiaries. Net income from continuing operations
for the fourth quarter of 2003, when adjusted to remove the $8.6
million in restructuring and other charges, was $21.0 million, or
$1.01 per fully diluted share, and compares to year-ago net income
from continuing operations of $29.8 million, or $1.46 per fully
diluted share. Also included in the current quarter was a charge
of $13.4 million related to a valuation allowance for deferred
taxes.

Net sales for the full year ended January 31, 2004, decreased 8.8%
to $521.0 million versus $571.5 million for the prior fiscal year.
The year-over-year decline in sales is attributable to a 6.8%
decline in comparable store sales. The net loss for the current
twelve-month period was $33.6 million, or $1.64 per fully diluted
share, versus the year-ago net loss before discontinued operations
related to the travel subsidiaries, and the cumulative effect of a
change in accounting principle, of $14.3 million, or $0.71 per
fully diluted share. The net loss for 2003, when adjusted to
remove the $8.6 million in restructuring and other charges, was
$25.0 million, or $1.22 per fully diluted share. The increase in
loss in 2003 was the result of a combination of lower sales,
reduced income tax benefits, store liquidations, and restructuring
and other charges. The year-ago net loss after discontinued
operations related to the travel subsidiaries, and the cumulative
effect of a change in accounting principle was $80.9 million, or
$4.03 per fully diluted share.

Joel Waller, Chairman and Chief Executive Officer, commented,
"2003 was a disappointing year for Wilsons Leather. Our number one
priority was to improve our operating performance and grow sales
and profitability. While we did make significant improvements on
the cost side of the business--improving our cash position by
39.3% and reducing our accounts payable balance by 47.6% over
2002--in the end, we didn't grow the top line and that's
unacceptable. As a result, we are being very aggressive in taking
immediate actions to improve our performance and drive sales in
2004."

In January, the Company reduced its work force to more accurately
reflect the current revenue base, announced the closure of up to
111 under-performing stores and began liquidating excess
inventory.

Mr. Waller concluded, "During the next year, our focus will be to
increase sales and margins by enhancing the productivity of our
existing store base, strengthening our overall capital position
and reducing our risk profile, and enhancing our brand position."

The Company is currently working with certain current noteholders
and the bank syndicate to attempt to refinance its 11 1/4% Senior
Notes due August 2004 and amend its senior credit agreement. Under
the terms of the Senior Credit Agreement, the Company is required
to have a plan acceptable to its senior lenders to amend, refund,
renew, extend, or refinance its 11 1/4% Senior Notes by March 15,
2004. The refinancing of the 11 1/4% Senior Notes is required to
occur on or before April 15, 2004. If the Company does not present
a plan satisfactory to the senior lenders by March 15, 2004, or if
it is unable to amend, refund, renew, extend, or refinance its 11
1/4% Senior Notes on or before April 15, 2004, it will be in
default of its Senior Credit Agreement. In that event, General
Electric Capital Corporation would be entitled to suspend the
Company's right to borrow under its senior credit agreement and
could accelerate payment of its $25 million Term B promissory
note. The Company is currently in discussions with some of its
noteholders, but cannot provide any assurance that it will be able
to amend, refund, renew, extend, or refinance its 11 1/4% Senior
Notes on or before April 15, 2004.

Wilsons Leather today issued guidance for the fiscal year ending
January 29, 2005. At this time, the Company anticipates full year
net sales in the range of $410-$430 million and a fully diluted
loss per share of between $1.33 and $1.68. Included in the fully
diluted loss per share are additional restructuring and other
charges of $25-27 million related to the store closures announced
in the fourth quarter of 2003.

                    About Wilsons Leather

Wilsons Leather is the leading specialty retailer of leather
outerwear, accessories and apparel in the United States. As of
January 31, 2004, Wilsons Leather operated 460 stores located in
45 states and the District of Columbia, including 334 mall stores,
107 outlet stores and 19 airport stores. During the month of
January 2004, the Company engaged an independent liquidator to
operate 111 stores that are expected to close in the next 60 days.
The Company, which regularly supplements its permanent mall stores
with seasonal stores during its peak selling season from October
through January, operated 229 seasonal stores in 2003.


WINN-DIXIE: Featured in Schaeffer's Street Chatter
--------------------------------------------------
The recent "Street Chatter" from Schaeffer's Investment Research
focuses on Winn-Dixie (NYSE:WIN).  "Street Chatter" is a report
that analyzes three newsworthy stocks that are generating a lot of
attention on Internet message boards. "Street Chatter" is
published on --

               http://www.SchaeffersResearch.com/

-- the home of Bernie Schaeffer and Schaeffer's Investment
Research. For additional information about this report or to have
it delivered to you free via email every day click on the
following link: http://www.schaeffersresearch.com/addinfo  

                         Street Chatter

Beleaguered grocery name Winn-Dixie (NYSE:WIN) received a jolt in
the arm today as Merrill Lynch boosted its rating on the stock to
a "neutral" from a "sell." The brokerage firm noted that Chapter
11 bankruptcy filling would probably not be on the horizon for
WIN, as the family-dominated board would not permit it. WIN shares
have gapped higher today on above-average volume, causing their
10-day and 20-day moving averages to complete a bullish crossover.
The stock is now on its way to filling its January 30 bear gap,
which was formed following lackluster earnings news and a
downgrade from S&P. Looming immediately overhead, however, are the
security's 10-week and 20-week moving averages. On the sentiment
front, SOIR for WIN checks in at 0.934, in the 61st annual
percentile. Meanwhile, shorted WIN shares surged by 37 percent
last month to 30.2 million, an all-time high. The accompanying
short-interest ratio stands at almost eight times the equity's
average daily volume.

Click the following link to see the Daily Chart of WIN Since
December 2003 With 10-Day and 20-Day Moving Averages:

     http://www.schaeffersresearch.com/wire?ID=9637

The best way to take advantage of the timely Schaeffer
commentaries is to sign up to receive their free e-newsletters --
Opening View, Midday Report, Market Recap and Monday Morning
Outlook. Click here to have the Schaeffer's commentaries delivered
to you free via email every day.

               About Schaeffer's Investment Research

Schaeffer's Investment Research, founded by Bernie Schaeffer in
1981, is a financial information and trading resources company. It
publishes Bernie Schaeffer's Option Advisor, the nation's leading
options subscription newsletter. The firm's contrarian approach
focuses on stocks with technical and fundamental trends that run
counter to investor expectations. The firm's website,
http://www.SchaeffersResearch.com, is recognized as one of the  
leading information sources for stock and options traders and was
cited as the top options website by both Forbes and Barron's.
Click here for more details about Schaeffer's trading methodology:

          http://www.SchaeffersResearch.com/method


ZALE CORP: Richard Marcus to Succeed Robert DiNicola as Chairman
----------------------------------------------------------------
Zale Corporation (NYSE:ZLC), North America's largest specialty
retailer of fine jewelry, announced that Robert J. DiNicola,
Chairman of the Board of Directors, will be succeeded in that
position by long time board member Richard C. Marcus at the close
of the fiscal year on July 31, 2004.

Mr. Marcus has served as a Zale board member since 1993 and is
currently Chairman of Zale's Compensation Committee. He is the
former Chairman and Chief Executive Officer of Neiman Marcus.

Mr. DiNicola has served as the Chairman of the Board for the past
two years. Prior to that role, he was the Chairman and Chief
Executive Officer.

"After two years of a successful management transition, it is now
time to complete the process," said Mr. DiNicola. He continued,
"Clearly, the leadership of the Corporation under the direction of
Mary Forte is in very good hands and her hard work and
determination over the course of her tenure has proven to be a
formula for success. I am very proud of our entire team and all
that has been accomplished."

Mary Forte, President and Chief Executive Officer added, "We want
to thank Bob for all that he has achieved going back to 1994 as he
rebuilt Zale from Chapter 11 to the industry leader that it is
today. Furthermore, on a more personal note, I want to thank Bob
for all of his support and guidance over the years and certainly
want to wish him all the best in his future endeavors."

Zale Corporation is North America's largest specialty retailer of
fine jewelry operating approximately 2,230 retail locations
throughout the United States, Canada and Puerto Rico, as well as
online. Zale Corporation's brands include Zales Jewelers, Zales
Outlet, Zale Direct at www.zales.com, Gordon's Jewelers, Bailey
Banks & Biddle Fine Jewelers, Peoples Jewellers, Mappins Jewellers
and Piercing Pagoda. Additional information on Zale Corporation
and its brands is available on the Internet at www.zalecorp.com.

                         *   *   *

As recently reported, Standard & Poor's Ratings Services lowered
its long-term corporate credit rating on the specialty jewelry
retailer Zale Corp. to 'BB+' from 'BBB-'.

At the same time, Standard & Poor's withdrew its 'BBB-' senior
unsecured debt ratings on Zale's $87 million outstanding 8.5%
senior unsecured notes due 2007 and $225 million unsecured
revolving credit facility. The rating withdrawal follows the
company's announcement that it redeemed the senior notes and
refinanced the revolving credit facility with a new $500 million
secured revolving credit facility. All ratings have been removed
from CreditWatch where they were placed July 2, 2003. The outlook
is stable. About $87 million of total debt was outstanding at
April 30, 2003.

The downgrade follows Zale's announcement of the results of its
"Dutch Auction" tender offer that expired July 29, 2003. In
conjunction with the tender, Irving, Texas-based Zale intends to
purchase 4.7 million shares of its common stock at a total cost of
$225.6 million. Zale had previously expected to purchase up to 6.4
million shares at an aggregate amount of about $307 million.


* Sullivan & Worcester Expands Tax and Litigation Practices
-----------------------------------------------------------
Sullivan & Worcester LLP, a leading corporate law firm with
offices in Boston, New York and Washington, DC, announced the
addition of Richard S. Sanders as partner with the firm's Boston
office and Walter Nagel as of counsel in the firm's DC office.

Richard S. Sanders specializes in intellectual property litigation
and joins Sullivan & Worcester as partner and chair of the
Technology Litigation Practice Group in the firm's Boston office.
Sanders was previously a partner in the Litigation and IP
Litigation Practice Groups at Testa, Hurwitz & Thibeault LLP. He
concentrates in all areas of IP litigation, including patent, and
trade secret litigation, non-competition litigation, inventorship,
licensing disputes, and other complex litigation and dispute
resolution, including antitrust, unfair competition, and general
corporate/commercial litigation. Sanders is a former co-chair of
the Intellectual Property Litigation Committee of the Boston Bar
Association. He has a B.S (physiology) and M.S. (immunopathology)
from McGill University in Montreal, Canada.

Formerly president and COO of Peracon, Inc., an internet
application service provider, Walter Nagel joins Sullivan &
Worcester's DC office as of counsel within the firm's Tax Practice
Group, focusing on the DC market. He has strong experience in
telecommunications and electronic commerce and will concentrate
his practice on federal and state tax planning, and controversies.
Prior to Peracon, Inc. Nagel held tax management positions at TWA
and AT&T and was most recently general tax counsel for MCI. He is
currently a member of the nominating committee for the American
Bar Association Tax Section, has served on the board of directors
for the National Foreign Trade Council and was a member of the
District of Columbia Tax Revision Commission.

"Both Walter and Richard bring significant experience to Sullivan
& Worcester and we are very pleased to welcome them as part of the
team," said Joel Carpenter, co-managing partner of Sullivan &
Worcester. "The firm is committed to continued growth and the
addition of these two attorneys significantly enhances our tax and
intellectual property practice areas."

               About Sullivan & Worcester LLP

Sullivan & Worcester is a leading corporate law firm with more
than 160 attorneys in Boston, New York and Washington, D.C. The
firm offers extensive expertise and sophisticated legal services
in a wide range of practice areas including corporate finance,
securities, mergers and acquisitions; bankruptcy and
reorganization; real estate; employment and benefits; litigation;
and tax, trusts and estates. The firm also includes nationally
recognized energy, investment company and REIT practices. Driven
by a dedication to superior client service, Sullivan & Worcester
represents domestic and international clientele ranging from
Fortune 500 companies to emerging businesses. For more
information, please visit http://www.sandw.com/

                           *********

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

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

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

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

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

                          *********

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

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